-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EHFTEtSoWP4rmKm37PdPhjhwEBBt0trmk/vYWXwMTN+VHcPkRH8SCRoDeckfdtJl KL/iXINs3d/T83edKy92iw== 0000950134-02-002508.txt : 20020415 0000950134-02-002508.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950134-02-002508 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020316 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASSOCIATED MATERIALS INC CENTRAL INDEX KEY: 0000802967 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 751872487 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24956 FILM NUMBER: 02583180 BUSINESS ADDRESS: STREET 1: 2200 ROSS AVE STE 4100 E CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2142204600 MAIL ADDRESS: STREET 1: 2200 ROSS AVENUE STREET 2: SUITE 4100 EAST CITY: DALLAS STATE: TX ZIP: 75201 8-K 1 d95305e8-k.txt FORM 8-K ================================================================================ 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): March 16, 2002 ASSOCIATED MATERIALS INCORPORATED (Exact Name of Registrant as Specified in its Charter) DELAWARE 0-24956 75-1872487 (State of (Commission (IRS Employer 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 ================================================================================ ITEM 5. OTHER EVENTS. On March 16, 2002, Associated Materials Incorporated (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Associated Materials Holdings Inc., formerly known as Harvest/AMI Holdings Inc. ("Parent") and Simon Acquisition Corp., a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub has commenced a tender offer (the "Stock Tender Offer") to acquire all the outstanding shares of the Company's common stock for $50.00 per share, net to the seller in cash, without interest (the "Offer Price"). The Stock Tender Offer is conditioned upon Merger Sub purchasing at least a majority of the Company's common stock on a fully diluted basis in the Stock Tender Offer, receipt of acquisition financing, regulatory approvals and other customary conditions. In connection with the Merger Agreement, Mr. William W. Winspear, Chairman, President and Chief Executive Officer of the Company, has entered into a Tender and Voting Agreement, dated as of March 16, 2002 ("Tender Agreement"), pursuant to which Mr. Winspear agreed to tender approximately 42% of the shares of the Company's common stock on a fully diluted basis into the Stock Tender Offer. After the completion of the Stock Tender Offer, Merger Sub will be merged into the Company (the "Merger"). In the Merger, all outstanding shares of the Company's common stock not purchased in the Stock Tender Offer will be converted into the right to receive the same amount of cash consideration paid by Merger Sub for shares of common stock in the Stock Tender Offer. As required by the Merger Agreement, the Company has commenced a tender offer (the "Note Tender Offer") to purchase all of its outstanding 9 1/4% Senior Subordinated Notes due March 1, 2008 (the "Notes"). The Note Tender Offer is subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated March 22, 2002, related to the Note Tender Offer, including: (1) the purchase by Merger Sub of at least a majority of the Company's common stock on a fully diluted basis in the Stock Tender Offer and (2) receipt of the financing as described in the Merger Agreement in order to fund the purchase of the Notes in the Note Tender Offer. Copies of the Merger Agreement and the Tender Agreement are filed as exhibits to this report and are incorporated herein by this reference. The foregoing summaries of the Merger Agreement and the Tender Agreement are qualified in their entirety by reference to the full text of these agreements. 2 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits:
Exhibit No. Exhibit ------- ------- 2.1 Agreement and Plan of Merger, dated as of March 16, 2002, among Associated Materials Incorporated, Associated Materials Holdings Inc., formerly Harvest/AMI Holdings Inc. ("Parent"), and Simon Acquisition Corp. (incorporated by reference to Exhibit (d)(1) to the Schedule TO filed by Parent and certain affiliates on March 22, 2002). 99.1 Tender and Voting Agreement, dated as of March 16, 2002, among Parent, Simon Acquisition Corp. and William W. Winspear (incorporated by reference to Exhibit (d)(2) to the Schedule TO filed by Parent and certain affiliates on March 22, 2002). 99.2 Press release, dated March 22, 2002.
3 SIGNATURE 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 Dated: March 22, 2002 4 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 2.1 Agreement and Plan of Merger, dated as of March 16, 2002, among Associated Materials Incorporated, Associated Materials Holdings Inc., formerly Harvest/AMI Holdings Inc. ("Parent"), and Simon Acquisition Corp. (incorporated by reference to Exhibit (d)(1) to the Schedule TO filed by Parent and certain affiliates on March 22, 2002). 99.1 Tender and Voting Agreement, dated as of March 16, 2002, among Parent, Simon Acquisition Corp. and William W. Winspear (incorporated by reference to Exhibit (d)(2) to the Schedule TO filed by Parent and certain affiliates on March 22, 2002). 99.2 Press release, dated March 22, 2002.
5 EX-99.2 3 d95305ex99-2.txt PRESS RELEASE EXHIBIT 99.2 ASSOCIATED MATERIALS INCORPORATED ANNOUNCES TENDER OFFER AND CONSENT SOLICITATION FOR 9 1/4% NOTES DUE MARCH 1, 2008 DALLAS, TEXAS, March 22, 2002 -- Associated Materials Incorporated ("AMI") announced today that it has commenced a tender offer and consent solicitation for any and all of its outstanding 9 1/4% Senior Subordinated Notes due March 1, 2008 (the "9 1/4% Notes"). AMI commenced the tender offer and consent solicitation pursuant to the merger agreement executed on March 16, 2002 with Associated Materials Holdings Inc. (formerly known as Harvest/AMI Holdings Inc.) and Simon Acquisition Corp., a wholly owned subsidiary of Associated Materials Holdings Inc. Simon Acquisition Corp. has commenced a tender offer for all outstanding shares of AMI's common stock (the "Share Tender") pursuant to the merger agreement. The tender offer and consent solicitation are subject to the terms and conditions set forth in AMI's Offer to Purchase and Consent Solicitation Statement dated March 22, 2002 (the "Offer to Purchase and Consent Solicitation Statement") and will expire at 12:00 midnight, New York City time, on April 18, 2002, unless extended. One of these conditions is the purchase by Simon Acquisition Corp. of a majority of AMI's common stock (on a fully diluted basis) in the Share Tender. There are $75 million principal amount of 9 1/4% Notes outstanding. AMI will fund the tender offer and consent solicitation with financing being arranged by Associated Materials Holdings Inc. Receipt of this new financing is also a condition to AMI's obligation to purchase the Notes in the offer. Holders tendering their Notes will be required to consent to amendments that will eliminate or modify most of the restrictive covenants contained in the indenture governing the Notes and that will amend certain other provisions of the indenture. The tender offer and consent solicitation with respect to the Notes are conditioned, among other things, on the receipt of consents from holders of at least a majority of the principal amount of the Notes. A consent payment of $20 per $1,000 of principal amount of Notes will be paid on the date the Notes are purchased to holders who tender their Notes and provide their consents to the proposed indenture amendments at or prior to 5:00 p.m., New York City time, April 4, 2002. Tendered Notes and consents may not be withdrawn after April 4, 2002. Holders of Notes tendered after such date will not receive a consent payment. AMI may amend, extend or terminate the tender offer and consent solicitation in its sole discretion. The purchase price per $1,000 principal amount of Notes to be paid for each validly tendered Note will be (1) an amount based on a yield to March 1, 2003 (the first optional redemption date with respect to the Notes) that is equal to the sum of (i) the yield on the 4.25% U.S. Treasury Note due March 31, 2003, and (ii) a fixed spread of 50 basis points, less (2) $20, the amount of the consent payment. In addition, accrued and unpaid interest will be paid on the tendered Notes up to but not including the payment date. The purchase price for each Note will be set at 2:00 p.m., New York City time, on April 16, 2002, unless the expiration date is extended. This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Note tender offer is made only by the Offer to Purchase and Consent Solicitation Statement. Additional information concerning the terms of the Note tender offer and the consent solicitation, tendering Notes and the delivery of consents and conditions to the Note tender offer and the consent solicitation may be obtained from Ralph Cimmino or David Knutson at UBS Warburg LLC at (888) 722-9555 or (203) 719-8035/1575. Copies of the Offer to Purchase and Consent Solicitation Statement and related documents may be obtained from Morrow & Co., Inc., the Information Agent, at 445 Park Avenue, 5th Floor, New York, NY, 10022 at (800) 654-2468. AMI is a leading manufacturer of exterior residential building products, which are distributed through more than 80 company-owned supply centers across the country. Its Alside division produces a broad range of vinyl siding and vinyl window lines as well as vinyl fencing, decking and railing and vinyl garage doors. The company's operations also include AmerCable, a manufacturer of electrical cable used in mining, offshore drilling, transportation and other specialized industries. This press release contains certain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) that are based on the beliefs of AMI's management. When used in this press release, the words "anticipate," "believe," "estimate," "expect," "intend," and similar expressions, as they relate to AMI and its management, identify forward-looking statements. Such statements reflect the current views of AMI with respect to the merger agreement and the transactions contemplated by the merger agreement, including the tender offer by Simon Acquisition Corp. for the outstanding shares of AMI's common stock, AMI's tender offer for the 9 1/4% Notes and the acquisition financing commitments obtained by Associated Materials Holding Inc. These statements are subject to certain risks and uncertainties, including risks associated with receipt of the debt financing described in the merger agreement, the tender of at least a majority of AMI's common stock in the Share Tender and the satisfaction of the other conditions to the Share Tender, the merger of Simon Acquisition Corp. with AMI, and AMI's tender offer for its 9 1/4% Notes, as well as other risks and uncertainties inherent in business combination transactions such as the Share Tender and the merger. 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 anticipated, believed, estimated, expected or intended. -----END PRIVACY-ENHANCED MESSAGE-----