EX-99.1 3 pressrelease.txt PRESS RELEASE AMH Holdings, Inc. Completes Offering of Senior Discount Notes CUYAHOGA FALLS, Ohio, March 4, 2004 - AMH Holdings, Inc. ("AMH"), which is the indirect parent company of Associated Materials Incorporated, announced today that it has completed the offering of $446 million aggregate principal amount at maturity of its 11 1/4% senior discount notes due 2014, resulting in gross proceeds of approximately $258 million. The notes were sold at 57.907% of principal amount at maturity. Interest will accrue on the notes on a non-cash basis in the form of an increase in the accreted value of the notes prior to March 1, 2009. Thereafter, cash interest will accrue and be payable semi-annually in arrears on March 1 and September 1 of each year, commencing on September 1, 2009 at a rate of 11 1/4% per annum. Net proceeds from the offering will be used to redeem all of AMH's preferred stock, including accrued dividends, pay a dividend to AMH's common stockholders and pay a bonus to certain members of senior management. The notes will rank equally with AMH's unsecured senior indebtedness and will be structurally subordinated to all indebtedness and obligations of AMH's subsidiaries, including Associated Materials Incorporated. The notes were offered in the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States pursuant to Regulation S under the Securities Act. The notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration under, or an applicable exemption from the registration requirements of, the Securities Act. This press release does not constitute an offer to sell nor a solicitation of any offer to buy any security, nor shall there be any offer, solicitation or sale of any notes in any jurisdiction in which such offering would be unlawful. Forward-Looking Statements This press release contains certain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) relating to AMH that are based on the beliefs of AMH's management. When used in this press release, the words "may," "will," "should," "expect," "intend," "estimate," "anticipate," "believe," "predict," "potential" or "continue" or similar expressions identify forward-looking statements. Such statements reflect the current views of AMH's management with respect to its operations and results of operations regarding the home building industry, economy, interest rate, availability of consumer credit, employment trends, levels of consumer confidence and consumer preferences, raw materials costs and availability, national and regional trends in new housing starts, weather conditions, its ability to comply with certain financial covenants in loan documents governing its indebtedness, level of competition within its market, availability of alternative building products, its level of indebtedness, costs of environmental compliance, potential conflict between existing Alside and new Gentek distribution channels, achievement of anticipated synergies and operational efficiencies from the acquisition of Gentek Holdings, Inc., shifts in market demand, and general economic conditions. These statements are subject to certain risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described herein as expected, intended, estimated, anticipated, believed or predicted. -2-