8-K 1 d86634e8-k.txt FORM 8-K 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) APRIL 29, 2001 ASSOCIATED MATERIALS INCORPORATED (Exact name of registrant as specified in its charter) DELAWARE 0-24956 75-1872487 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2200 ROSS AVENUE, SUITE 4100 EAST, DALLAS, TEXAS 75201 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (214) 220-4600 ================================================================================ 2 ITEM 5. OTHER EVENTS. On April 29, 2001, Associated Materials Incorporated (the "Company") repurchased 1,000,000 shares of its class B common stock, par value $.0025 per share (the "Class B Shares"), from The Prudential Insurance Company of America ("Prudential") and its wholly owned subsidiary, PCG Finance Company II, LLC ("PCG"). The purchase price was $19.50 per Class B Share, or $19,500,000 in the aggregate. A copy of the Stock Disposition Agreement among the Company, Prudential and PCG has been filed as an exhibit to this report and is incorporated herein by reference. The Company financed the repurchase of the Class B Shares through available cash and borrowings under the Company's existing bank credit facility. Following the repurchase, Prudential and PCG will continue to own, in the aggregate, 550,000 Class B Shares. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS. The following exhibits are filed herewith: Exhibit Number Description 10.1 Stock Disposition Agreement, dated as of April 29, 2001, between Associated Materials Incorporated, The Prudential Insurance Company of America and PCG Finance Company II, LLC. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ASSOCIATED MATERIALS INCORPORATED By: /s/ Robert L. Winspear -------------------------------------- Robert L. Winspear Vice President and Chief Financial Officer Date: April 30, 2001 2 3 INDEX TO EXHIBITS
Exhibit Number Description ------ ----------- 10.1 Stock Disposition Agreement, dated as of April 29, 2001, between Associated Materials Incorporated, The Prudential Insurance Company of America and PCG Finance Company II, LLC.
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