8-K

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): July 1, 2006

ASSOCIATED MATERIALS INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation) 000-24956
(Commission File Number) 75-1872487
(IRS Employer
Identification No.)

3773 State Road
Cuyahoga Falls, Ohio 44223
(Address of Principal Executive Offices)

(330) 929-1811
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement
	Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
	Item 8.01 Other Events
	Item 9.01 Financial Statements and Exhibits
SIGNATURE
	Exhibit Index
Employment Agreement
Press Release

Item 1.01 Entry into a Material Definitive Agreement

On July 3, 2006, Associated Materials Incorporated (“AMI” or the “Company”), a wholly-owned subsidiary of Associated Materials Holdings Inc. (“Holdings”), a wholly-owned subsidiary of AMH Holdings, Inc. (“AMH”), entered into an employment agreement (the “Employment Agreement”) with Mr. Dana R. Snyder, pursuant to which Mr. Snyder will serve as AMI’s Interim President and Chief Executive Officer. The material terms of this Employment Agreement are summarized in Item 5.02(c) to this Form 8-K, which summary is herein incorporated by reference. A copy of the Employment Agreement, effective as of July 1, 2006, by and between AMI and Mr. Snyder is attached as Exhibit 10.1 hereto and incorporated by reference herein.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(c) On July 1, 2006, Mr. Snyder, age 59, was appointed Interim President and Chief Executive Officer of the Company. Mr. Snyder succeeds Michael Caporale, whose resignation by mutual agreement with the Company’s Board of Directors was effective June 30, 2006.

Since December 2004, Mr. Snyder has served as a director of AMI, Holdings, AMH, and AMH’s parent corporation, AMH Holdings II, Inc., which is controlled by affiliates of Investcorp S.A. and Harvest Partners, Inc. Mr. Snyder is also currently serving as an advisory director of Investcorp S.A., an affiliate of the Company, and as a director of Werner Holdings Inc.

In addition, Mr. Snyder served as a consultant to the Company pursuant to an independent consultant agreement (the “Consulting Agreement”) entered into on April 3, 2006 by and between the Company and Mr. Snyder, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K with the Securities and Exchange Commission on April 4, 2006. Pursuant to the terms of the Consulting Agreement, Mr. Snyder provided various services to the Company including advice on commercial and market strategies as well as product positioning. Mr. Snyder received an aggregate of $175,000 as well as reimbursement for travel related expenses as compensation for his consulting services. The Consulting Agreement was terminated on July 1, 2006 in connection with the execution of the Employment Agreement.

Mr. Snyder has over 35 years of experience in the building products industry, including serving as Chief Operating Officer of Ply Gem Industries, Inc. from 1995 to 1997 and as President of Alcoa Construction Products Group from 1990 to 1995.

The terms of the Employment Agreement provide that Mr. Snyder is employed on an at will basis and will receive an annual base salary of $600,000 as compensation for his services. Pursuant to the Employment Agreement, Mr. Snyder may be eligible for an incentive compensation bonus, at the sole discretion of the Company’s Board of Directors. The Employment Agreement also provides that Mr. Snyder will be eligible to participate in employee benefit plans made available to other executives of the Company, but will not be eligible to participate in the Company’s 401(k) Retirement Savings Plan. The Employment Agreement provides that if Mr. Snyder’s employment is terminated for any reason whatsoever, he will receive any salary that has been earned but unpaid up to

the date of such termination, but will not be entitled to receive any additional payments, including severance, additional salary or otherwise.

Capitalized terms used but not defined herein shall have the meaning provided for in the Employment Agreement.

Item 8.01 Other Events

On July 5, 2006, the Company issued a press release announcing the appointment of Mr. Snyder as Interim President and Chief Executive Officer of the Company. The press release issued by the Company is furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description of Document
10.1	Employment Agreement, effective as of July 1, 2006, by and between Associated Materials Incorporated and Dana R. Snyder.
99.1	Press Release, dated as of July 5, 2006.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DATE: July 5, 2006	ASSOCIATED MATERIALS INCORPORATED
	By:	/s/ D. Keith LaVanway
		D. Keith LaVanway
		Vice President -- Finance, Chief Financial Officer, Treasurer and Secretary

Exhibit Index

Exhibit No.	Description
10.1	Employment Agreement, effective as of July 1, 2006, by and between Associated Materials Incorporated and Dana R. Snyder.
99.1	Press Release, dated as of July 5, 2006.

EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 1, 2006, by and between ASSOCIATED MATERIALS INCORPORATED, a Delaware corporation (the “Company”), and DANA R. SNYDER (the “Executive”).

W I T N E S S E T H :

WHEREAS, the Company desires to retain the services and employment of the Executive on behalf of the Company, as Interim President and Chief Executive Officer, and the Executive desires to obtain employment with the Company, upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, each intending to be legally bound hereby, agree as follows:

          1.      Employment. On the terms and subject to the conditions set forth herein, the Company hereby employs the Executive as Interim President and Chief Executive Officer of the Company, and the Executive accepts such employment.

          2.      Performance. The Executive will perform faithfully and to the best of his ability and will devote his business time, energy, experience and talents to the business of the Company necessary to discharge his responsibilities hereunder (excluding periods of vacation or sick leave).

          3.      Compensation and Benefits.

                    (a)      Salary. As compensation for his services hereunder the Company shall pay the Executive a base salary, payable in equal installments in accordance with the Company’s payroll procedures, at an annual rate of Six Hundred Thousand Dollars ($600,000) (less applicable deductions and withholdings).

                    (b)      Incentive Bonus. The Executive may be eligible for an incentive compensation bonus, at the sole discretion of the Company’s Board of Directors.

                    (c)      Retirement, Medical, Dental and Other Benefits. The Executive shall, in accordance with the terms and conditions of the applicable plan documents and all applicable laws, be eligible to participate in the various medical, dental and other employee benefit plans made available by the Company, from time to time, for its executives. As an interim executive employee, Executive shall not be eligible to participate in the Company’s 401(k) Retirement Savings Plan.

          4.      Compliance with Policies and Procedures The Executive agrees to comply fully with all policies and procedures in effect for employees, including but not limited to, all terms and conditions set forth in any employee handbook, compliance manual and any other memoranda and communications applicable to you pertaining to policies, procedures, rules and regulations.

          5.      Termination of Employment Nothing in this Agreement is intended to create a fixed term of employment with the Company. Executive’s employment with the Company is on an at will basis, meaning that the Company is free to terminate Executive’s employment at any time, with or without cause, and with or without notice, and that Executive will be free to resign from employment with the Company at any time. If the Executive’s employment is terminated by the Company or the Executive for any reason whatsoever, the Executive will receive any salary that has been earned but unpaid up to the date of the Executive’s termination (less applicable deductions and withholdings). The Executive will not receive any additional payments whatsoever (whether a severance payment, any additional salary, or otherwise).

          6.      General.

                    (a)      Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York, applicable to contracts executed and to be performed entirely within said State.

                    (b)       Entire Agreement; Modification. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, supersedes all prior agreements and undertakings, both written and oral, and may not be modified or amended in any way except in writing by the parties hereto.

                    (c)       Assignability. The Executive may not assign his interest or delegate his duties under this Agreement. This Agreement is for the employment of the Executive, personally, and the services to be rendered by him under this Agreement must be rendered by him and no other person. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Company and its successors and assigns. Without limiting the foregoing and notwithstanding anything else in this Agreement to the contrary, the Company may assign this Agreement to, and all rights hereunder shall inure to the benefit of, any subsidiary of the Company or any person, firm or corporation resulting from the reorganization of the Company or succeeding to the business or assets of the Company by purchase, merger, consolidation or otherwise.

                    (d)       Warranty by the Executive. The Executive represents and warrants to the Company that the Executive is not subject to any contract, agreement, judgment, order or decree of any kind, any restrictive agreement of any character, that restricts the Executive’s ability to perform his obligations under this Agreement or that would be breached by the Executive upon his performance of his duties pursuant to this Agreement.

                    (e)       Waiver. No waiver by either party hereto of any of the requirements imposed by this Agreement on, or any breach of any condition or provision of this Agreement to be performed by, the other party shall be deemed a waiver of a similar or dissimilar requirement, provision or condition of this Agreement at the same or any prior or subsequent time. Any such waiver shall be express and in writing, and there shall be no waiver by conduct. Pursuit by either party of any available remedy, either in law or in equity, or any action of any kind, does not constitute waiver of any other remedy or action. Such remedies are cumulative and not exclusive.

                    (f)      Counterparts. This Agreement may be executed in two or more counterparts, all of which taken together shall constitute one instrument.

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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have hereunto executed this Agreement as of the day and year first written above.

	ASSOCIATED MATERIALS INCORPORATED
Date: July 3, 2006	By:	/s/ D. Keith LaVanway
		D. KEITH LaVANWAY
		VICE PRESIDENT, CFO
	DANA R. SNYDER
Date: July 3, 2006	/s/ Dana R. Snyder

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EX-99.1

Exhibit 99.1

NEWS RELEASE

ASSOCIATED MATERIALS INCORPORATED ANNOUNCES
DANA SNYDER APPOINTED INTERIM PRESIDENT AND CHIEF
EXECUTIVE OFFICER

CUYAHOGA FALLS, Ohio, July 5 — Associated Materials Incorporated (“AMI” or the “Company”) announced today that Dana R. Snyder has been appointed interim President and Chief Executive Officer of the Company effective July 1, 2006. Mr. Snyder replaces Michael Caporale, whose resignation by mutual agreement with the Company’s Board of Directors was effective June 30, 2006.

Mr. Snyder currently serves as a member of the Company’s Board of Directors and has served as an advisory director of Investcorp since 2002. Mr. Snyder has over 35 years of experience in the building products industry, including serving as Chief Operating Officer of Ply Gem Industries, Inc. from 1995 to 1997 and as President of Alcoa Construction Products Group from 1990 to 1995.

In a joint statement, Chris Stadler, Managing Director of Investcorp and Ira Kleinman, Managing Director of Harvest Partners said, “We are pleased that Dana has accepted the appointment as interim President and Chief Executive Officer of AMI. In addition to his significant experience in the building products industry, Dana has considerable knowledge of the Company, as he has served on the Company’s Board since December of 2004. We are confident that Dana, along with the existing senior management team, will continue to drive the operational and financial performance of the business.”

Messrs. Stadler and Kleinman continued, “We continue to actively seek a permanent President and Chief Executive Officer to join AMI. We have met with several strong individuals, and we are optimistic that in the near future we will retain a highly qualified individual to lead the Company into the future.”

Associated Materials Incorporated is a leading manufacturer of exterior residential building products, which are distributed through company-owned distribution centers and independent distributors across North America. AMI produces a broad range of vinyl windows, vinyl siding, aluminum trim coil, aluminum and steel siding and accessories, as well as vinyl fencing and railing. AMI is a privately held, wholly-owned subsidiary of Associated Materials Holdings Inc., a wholly-owned subsidiary of AMH Holdings, Inc. (“AMH”), a wholly-owned subsidiary of AMH Holdings II, Inc., which is controlled by affiliates of Investcorp S.A. and Harvest Partners, Inc. For more information, please visit the Company’s website at http://www.associatedmaterials.com.

Founded in 1982, Investcorp is a global investment group with offices in New York, London and Bahrain. The firm has four lines of business: corporate investment, real estate investment, asset management and technology investment. It has completed transactions with a total acquisition value of more than $28 billion. For more information on Investcorp please visit its website at http://www.investcorp.com.

Harvest Partners is a private equity investment firm with a long track record of building value in businesses and generating attractive returns on investment. Founded in 1981, Harvest Partners has approximately $1 billion of invested capital under management. For more information on Harvest Partners please visit its website at http://www.harvpart.com.

     This press release contains certain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) relating to AMI and AMH that are based on the beliefs of AMI’s and 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. These statements are subject to certain risks and uncertainties. Such statements reflect the current views of AMI’s and AMH’s management. The following factors, and others which are discussed in AMI’s and AMH’s filings with the Securities and Exchange Commission, are among those that may cause actual results to differ materially from the forward-looking statements: changes in the home building industry, general economic conditions, interest rates, foreign currency exchange rates, changes in the availability of consumer credit, employment trends, levels of consumer confidence, consumer preferences, changes in raw material costs and availability, market acceptance of price increases, changes in national and regional trends in new housing starts, changes in weather conditions, the Company’s ability to comply with certain financial covenants in loan documents governing its indebtedness, increases in levels of competition within its market, availability of alternative building products, increases in its level of indebtedness, increases in costs of environmental compliance, increase in capital expenditure requirements, potential conflict between Alside and Gentek distribution channels, and shifts in market demand. 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. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For further information, contact:

D. Keith LaVanway
Chief Financial Officer
(330) 922-2004

Cyndi Sobe
Vice President, Finance
(330) 922-7743