-----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, Tky2KhVrnoUaXrvpJmBAEF8lA2gW3P4AxR8VC8rBCNa42R/QVgTekVgeeOVQHNzZ TYqs/x6asbaCxnjrRjUBsQ== 0000950152-05-008724.txt : 20051103 0000950152-05-008724.hdr.sgml : 20051103 20051103164230 ACCESSION NUMBER: 0000950152-05-008724 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051101 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20051103 DATE AS OF CHANGE: 20051103 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: 051177471 BUSINESS ADDRESS: STREET 1: 3773 STATE ROAD STREET 2: # CITY: CUYAHOGA FALLS STATE: OH ZIP: 44223 BUSINESS PHONE: 330 929 1811 MAIL ADDRESS: STREET 1: 3773 STATE ROAD STREET 2: # CITY: CUYAHOGA FALLS STATE: OH ZIP: 44223 8-K 1 l16862ae8vk.htm ASSOCIATED MATERIALS INCORPORATED FORM 8-K ASSOCIATED MATERIALS INCORPORATED Form 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
November 1, 2005
Date of Report (Date of earliest event reported)
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))
 
 

 

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
(b) On November 1, 2005, Simon C. Moore resigned as a director of Associated Materials Incorporated (“AMI”), AMH Holdings, Inc. (“AMH”), the indirect parent company of AMI, and AMH Holdings II, Inc. (“AMH II”), the direct parent company of AMH (collectively, the “Company”). Mr. Moore resigned as director due to his resignation from Investcorp S.A (“Investcorp”). Through its affiliates, Investcorp maintains beneficial ownership of 500,000 shares of AMH II’s Class A convertible preferred stock, representing a 50% voting interest in AMH II. Mr. Moore’s resignation was not the result of any disagreement with the Company, known to an executive officer of the Company, on any matter relating to the Company’s operations, policies or practices. At the time of his resignation, Mr. Moore was the Chairman of the Company’s Audit Committee.
(d) On November 2, 2005, the Company’s Board of Directors elected Thomas Sullivan as a director. Mr. Sullivan is a Managing Director with the New York office of Investcorp. Pursuant to the AMH II Stockholders Agreement dated as of December 22, 2004, Investcorp has the right to designate three of the seven members of the Board of Directors of the Company. Investcorp has designated Mr. Sullivan to replace Mr. Moore. Mr. Sullivan will also succeed Mr. Moore as Chairman of the Company’s Audit Committee.

 

 

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.
         
    ASSOCIATED MATERIALS INCORPORATED
DATE: November 3, 2005
  By:   /s/ D. Keith LaVanway
 
       
 
      D. Keith LaVanway
Vice President – Finance,
Chief Financial Officer,
Treasurer and Secretary

 

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