SC 13G 1 d93515sc13g.txt SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND (c) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (AMENDMENT NO.__) ASSOCIATED MATERIALS INCORPORATED (Name of Issuer) COMMON STOCK, PAR VALUE $.0025 PER SHARE (Title of Class of Securities) 045709 10 2 (CUSIP Number) JANUARY 7, 2002 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) --------------------- ----------------- CUSIP NO. 045709 10 2 13G PAGE 2 OF 5 PAGES --------------------- ----------------- -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MALCOLM G. WINSPEAR -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION CANADA -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF SHARES 582,182 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ---------------------------------- 6 SHARED VOTING POWER 1,400 ---------------------------------- 7 SOLE DISPOSITIVE POWER 330,000 ---------------------------------- 8 SHARED DISPOSITIVE POWER 1,400 -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 583,582 -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.6% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT ITEM 1(a). NAME OF ISSUER: Associated Materials Incorporated ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 2200 Ross Avenue, Suite 4100 East Dallas, Texas 75201 ITEM 2(a). NAME OF PERSON FILING: Malcolm G. Winspear ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE: 3773 State Road Cuyahoga Falls, Ohio 44223 ITEM 2(c). CITIZENSHIP: Canada ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, par value $.0025 per share ITEM 2(e). CUSIP NUMBER: 045709 10 2 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A: Not applicable. 3 ITEM 4. OWNERSHIP: The Winspear Family Limited Partnership ("WFLP") holds 2,911,165 shares of common stock, par value of $.0025 per share ("AMI Common Stock"), of Associated Materials Incorporated ("AMI"). The partnership agreement governing WFLP provides that the partners of WFLP have pass-through voting rights with respect to the shares of AMI Common Stock held by WFLP. Malcolm G. Winspear is a limited partner of WFLP and in that capacity has the sole power to vote 252,182 shares of AMI Common Stock held by WFLP. Mr. Winspear is a trustee of The Winspear Foundation (the "Foundation"), a charitable trust intended to qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code. In his capacity as a trustee of the Foundation, Mr. Winspear has the sole power to vote and dispose of 330,000 shares of AMI Common Stock. Mr. Winspear disclaims beneficial ownership of the 330,000 shares of AMI Common Stock held by the Foundation. Mr. Winspear beneficially owns an additional 1,400 shares of AMI Common Stock jointly with his spouse; Mr. Winspear has the shared power to vote and dispose of these 1,400 shares of AMI Common Stock. (a) Amount beneficially owned: 583,582 (b) Percent of Class: 8.6% (c) Number of Shares as to which such persons have: (i) Sole power to vote or direct the vote: 582,182 (ii) Shared power to vote or direct the vote: 1,400 (iii) Sole power to dispose or to direct the disposition of: 330,000 (iv) Shared power to dispose or to direct the disposition of: 1,400 ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 4 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 14, 2002 /s/ Malcolm G. Winspear ----------------------------------------- Malcolm G. Winspear 5