<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 7, 1997
REGISTRATION NO. 333-5978
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
EURAMAX INTERNATIONAL PLC
EURAMAX EUROPEAN HOLDINGS PLC
EURAMAX EUROPEAN HOLDINGS, B.V.
AMERIMAX HOLDINGS, INC.
(Exact name of registrants as specified in their charter)
<TABLE>
<S> <C> <C>
ENGLAND & WALES NONE
ENGLAND & WALES NONE
THE NETHERLANDS NONE
DELAWARE 3355 52-1994016
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) Number)
</TABLE>
------------------------
11 BROOK BUSINESS CENTER CT CORPORATION SYSTEM
COWLEY MILL ROAD 1633 BROADWAY
UXBRIDGE, MIDDLESEX NEW YORK, NEW YORK 10019
ENGLAND, UB82FX (212) 664-1666
44 1895 257 882
(Address, including Zip Code, and (Name, Address, including Zip Code,
Telephone Number, including Area Code, and
of Registrant's Principal Business Telephone Number, including Area Code,
Office) of Agent for Service)
------------------------
COPIES TO:
LANCE C. BALK J. DAVID SMITH
KIRKLAND & ELLIS CHIEF EXECUTIVE OFFICER
153 EAST 53RD STREET EURAMAX INTERNATIONAL PLC
NEW YORK, NEW YORK 10022-4675 5535 TRIANGLE PARKWAY
(212) 446-4800 NORCROSS, GEORGIA 30092
(770) 449-7066
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE:
This Amendment No. 3 to Form S-4 is being filed solely for the purpose of
filing a revised Exhibit 5.3. The Registrants are not updating or modifying any
other information in the Registration Statement at this time.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 14 of the Articles of Association of Euramax International plc provides:
"14.11.1. Subject to the provisions of the Act, but without prejudice to any
indemnity to which he may otherwise be entitled, every director, alternate
director or secretary of the Company shall be entitled to be indemnified out of
the assets of the Company against all costs, charges, losses and liabilities
incurred by him in the proper execution of his duties or the proper exercise of
his powers, authorities and discretions including, without limitation, a
liability incurred defending proceedings (whether civil or criminal) in which
judgement is given in his favour or in which he is acquitted, or which are
otherwise disposed of without a finding or admission of material breach of duty
on his part, or in connection with any application in which relief is granted to
him by the court from liability for negligence, default, breach of duty or
breach of trust in relation to the affairs of the Company."
"14.11.2. The directors may exercise all the powers of the Company to purchase
and maintain for the benefit of a person who is a director, alternate director,
secretary or auditor, or former director, alternate director, secretary or
auditor, of the Company or in which the Company has an interest (whether direct
or indirect), or who is or was trustee of a retirements benefit scheme or
another trust in which a director, alternate director or secretary is or has
been interested, indemnifying him against liability for negligence, default,
breach of duty or breach of trust or any other liability which may lawfully be
insured against by the Company.
Articles 135 and 136 of the Articles of Association of Euramax European Holdings
plc provide:
"135. INDEMNITY. Subject to the provisions of the Acts, but without prejudice
to any indemnity to which he may otherwise be entitled, every director,
alternate director, secretary, auditor, other officer, agent or employee for the
time being of the Company shall be entitled to be indemnified out of the assets
of the Company against all costs, charges, expenses, losses, damages and
liabilities incurred by him in or about the execution of his duties or the
exercise of his powers or otherwise in relation to them including (without
prejudice to the generality of the foregoing) any liability incurred in
defending any proceedings, whether civil or criminal, which relate to anything
done or omitted or alleged to have been done or omitted by him as an officer or
employee of the Company in which judgement is given in his favour or in which he
is acquitted, or which are otherwise disposed of without a finding or admission
of material breach of duty on his part or in connection with an application in
which relief is granted to him by the court from liability for negligence,
default, breach of duty or breach of trust in relation to the affairs of the
Company."
"136. INSURANCE. The board may exercise all the powers of the Company to
purchase and maintain for any director or officer (including former directors
and other officers) insurance against any liability for negligence, default,
breach of duty or breach of trust or any other liability which may lawfully be
insured against in relation to the affairs of the Company.
Section 310 of the Companies Act, 1985, provides:
"(1) This section applies to any provision, whether contained in a company's
articles or in any contract with the company or otherwise, for exempting any
officer of the company or any person (whether as officer or not) employed by the
company as auditor from, or indemnifying him against, any liability which by
virtue of any rule of law would otherwise attach to him in respect of any
negligence, default, breach of duty or breach of trust of which he may be guilty
in relation to the company.
(2) Except as provided by the following subsection, any such provision is
void.
(3) This section does not prevent a company--
(a) from purchasing and maintaining for any such officer or auditor
insurance against any such liability, or
(b) from indemnifying any such officer or auditor against any liability
incurred by him--
(i) in defending any proceedings (whether civil or criminal) in
which judgment is given in his favour or he is acquitted, or
II-1
<PAGE>
(ii) in connection with any application under section 144(3) or (4)
(acquisition of shares by innocent nominee) or section 727 (general power
to grant relief in case of honest and reasonable conduct) in which relief
is granted to him by the court."
Section 727 of the Companies Act, 1985, provides:
"(1) If in any proceedings for negligence, default, breach of duty or breach
of trust against an officer of a company or a person employed by a company as
auditor (whether he is or is not an officer of the company) it appears to the
court hearing the case that that officer or person is or may be liable in
respect of the negligence, default, breach of duty or breach of trust, but that
he has acted honestly and reasonably, and that having regard to all the
circumstances of the case (including those connected with his appointment) he
ought fairly to be excused for the negligence, default, breach of duty or breach
of trust, that court may relieve him, either wholly or partly, from his
liability on such terms as it thinks fit.
(2) If any such officer or person as above-mentioned has reason to apprehend
that any claim will or might be made against him in respect of any negligence,
default, breach of duty or breach of trust, he may apply to the court for
relief; and the court on the application has the same power to relieve him as
under this section it would have had if it had been a court before which
proceedings against that person for negligence, default, breach of duty or
breach of trust had been brought.
(3) Where a case to which subsection (1) applies is being tried by a judge
with a jury, the judge, after hearing the evidence, may, if he is satisfied that
the defendant or defender ought in pursuance of that subsection to be relieved
either in whole or in part from the liability sought to be enforced against him,
withdraw the case in whole or in part from the jury and forthwith direct
judgment to be entered for the defendant or defender on such terms as to costs
or otherwise as the judge may think proper."
To the extent permitted by English law, Euramax European Holdings plc will
indemnify and hold harmless each director and each officer or representative of
the Company who signs the Registration Statement from and against certain civil
liabilities based on information supplied by Euramax European Holdings plc for
use herein.
The Articles of Association of Euramax European Holdings B.V. contain no
provisions under which any member of its board of management or its officers is
indemnified in any manner against any liability which he may incur in his
capacity as such. Under the laws of the Netherlands, members of the board may be
liable to the company for improper or negligent acts. For example, Article 2:248
of The Netherlands Civil Code provides that members of the board are jointly and
severally liable to the estate of a company limited by shares, such as Euramax
European Holdings B.V., which suffers an involuntary liquidation when management
has manifestly performed its duties improperly and such is an important cause of
the involuntary liquidation. The members of the board may be discharged from
liability to the company pursuant to Article 11, Section 5 of the Articles of
Association of Euramax European Holdings B.V., which provides: "Unconditional
confirmation by the general meeting of shareholders of the annual account
submitted to it will constitute discharge from liability to the board of
management for the management conducted by it during the past financial year."
However, under the laws of The Netherlands, such a discharge is not absolute and
would not be effective as to third parties. Members of the management board may
be held personally liable for improper or negligent managerial acts which affect
third parties.
Amerimax Holdings, Inc. is incorporated under the laws of the State of Delaware.
Section 145 of the General Corporation Law of the State of Delaware, INTER ALIA,
("Section 145") provides that a Delaware corporation may indemnify any persons
who were, are or are threatened to be made, parties to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of such corporation),
by reason of the fact that such person is or was an officer, director, employee
or agent of such corporation, or is or was serving at the request of such
corporation as a director, officer employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was illegal. A Delaware corporation may indemnify any persons who are,
were or are threatened to be made, a party to any threatened, pending or
completed action or suit by or in the right of the corporation by reason
II-2
<PAGE>
of the fact that such person was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit, provided such person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the corporation's best
interests, provided that no indemnification is permitted without judicial
approval if the officer, director, employee or agent is adjudged to be liable to
the corporation. Where an officer, director, employee or agent is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director has actually and reasonably incurred.
The Certificate of Incorporation of Amerimax Holdings, Inc. provides for the
indemnification of directors and officers of Amerimax Holdings, Inc. to the
fullest extent permitted by the General Corporation Law of the State of
Delaware, as it currently exists or may hereafter be amended.
Section 145 further authorizes a corporation to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.
Amerimax Holdings, Inc. maintains and has in effect insurance policies covering
all of its directors and officers against certain liabilities for actions taken
in such capacities, including liabilities under the Securities Act of 1933.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- ------------------------------------------------------------------------------------------------------
<C> <S>
*3.1 Articles of Association of Euramax International plc
*3.2 Memorandum and Articles of Association of Euramax European Holdings plc
*3.3 Articles of Association of Euramax International B.V.
*3.4 Articles of Incorporation of Amerimax Holdings, Inc.
*3.5 Bylaws of Amerimax Holdings, Inc.
*4.1 Form of 11 1/4% Senior Subordinated Note in global bearer form
*4.2 Form of 11 1/4% Senior Subordinated Note in definitive registered form
*4.3 Indenture, dated as of September 25, 1996, by and among Euramax International plc, Euramax European
Holdings plc, Euramax European Holdings B.V., Amerimax Holdings, Inc. and the Chase Manhattan Bank,
as Trustee.
*4.4 Deposit Agreement, dated as of September 25, 1996, by and among Euramax International plc, Euramax
European Holdings plc, Euramax European Holdings B.V., and The Chase Manhattan Bank, as book-entry
depositary
*4.5 Registration Rights Agreement, dated as of September 25, 1996, by and among Euramax International plc,
Euramax European Holdings plc, Euramax European Holdings B.V., Amerimax Holdings, Inc. and J.P.
Morgan Securities Inc. and Goldman Sachs & Co.
*4.6 Purchase Agreement dated as of September 18, 1996, by and among Euramax International Ltd., Euramax
European Holdings Ltd., Euramax European Holdings B.V., Amerimax Holdings, Inc. and J.P. Morgan
Securities Inc. and Goldman Sachs & Co.
*5.1 Opinion of Dibb Lupton Alsop regarding the legality of the securities being issued
*5.2 Opinion of Nauta Dutilh regarding the legality of the securities being issued
5.3 Opinion of Kirkland & Ellis regarding legality of the securities being issued
*10.1 Purchase Agreement, dated as of June 24, 1996, by and between Euramax International Ltd. and Alumax
Inc.
</TABLE>
II-3
<PAGE>
<TABLE>
<C> <S>
*10.2 Executive Employment Agreement, dated as of September 25, 1996, by and between J. David Smith and
Euramax International plc
*10.3 Executive Employment Agreement, dated as of September 25, 1996, by and between Frank T. Geist and
Euramax International plc
*10.4 Credit Agreement, dated as of September 25, 1996, by and among Amerimax Fabricated Products, Euramax
Holdings Limited, Euramax Europe B.V., Euramax Netherlands B.V., as Borrowers; Euramax International
plc, Amerimax Holdings, Inc., Euramax European Holdings plc, Euramax European Holdings B.V., Euramax
Europe Limited and certain of their operating subsidiaries, as other Loan Parties; Banque Paribas, as
Agent, as a Lender and as the Issuer; and the other lenders named therein.
*10.5 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Holdings, Inc. in favor of
Banque Paribas, as agent
*10.6 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Fabricated Products, Inc. in
favor of Banque Paribas, as agent
*10.7 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Home Products, Inc. in favor
of Banque Paribas, as agent
*10.8 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Building Products, Inc. in
favor of Banque Paribas, as agent
*10.9 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Coated Products, Inc. in
favor of Banque Paribas, as agent
*10.10 Domestic Security Agreement, dated as of September 25, 1996, by Johnson Door Products, Inc. in favor
of Banque Paribas, as agent
*10.11 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Specialty Products, Inc. in
favor of Banque Paribas, as agent
*10.12 Domestic Subsidiary Guaranty, dated as of September 25, 1996, by each of Amerimax Home Products, Inc.,
Amerimax Specialty Products, Inc., Amerimax Building Products, Inc., Amerimax Coated Products and
Johnson Door Products, Inc. in favor of the Guarantied Parties referred to therein
*10.13 U.S. Holdings Guaranty, dated as of September 25, 1996, by Amerimax Holdings, Inc. in favor of the
Guaranteed Parties referred to therein
*10.14 U.S. Holdings Pledge Agreement, dated as of September 25, 1996, by Amerimax Holdings, Inc., to Banque
Paribas, as Agent
*10.15 U.S. Operating Co. Guaranty, dated as of September 25, 1996, by Amerimax Fabricated Products, Inc. in
favor of the Guarantied Parties referred to therein
*10.16 U.S. Operating Co. Pledge Agreement dated as of September 25, 1996, by Amerimax Fabricated Products,
Inc. to Banque Paribas, as Agent
*10.17 Euramax Assignment Agreement, dated as of September 25, 1996, by Euramax International plc in favor of
Banque Paribas, as Agent
*10.18 Euramax Pledge Agreement, dated as of September 25, 1996, by Euramax International plc to Banque
Paribas, as Agent
*10.19 Building Products Pledge Agreement, dated as of September 25, 1996, by Amerimax Building Products,
Inc. to Banque Paribas, as Agent
*10.20 Dutch Holdings Guaranty, dated as of September 25, 1996, by Euramax European Holdings B.V. in favor of
the Guarantied Parties referred to therein
*10.21 Dutch Company Guaranty, dated as of September 25, 1996, by Euramax Netherlands B.V., in favor of the
Guarantied Parties referred to therein
*10.22 Dutch Operating Co. Guaranty, dated as of September 25, 1996, by Euramax Europe B.V., in favor of the
Guarantied Parties referred to therein
*10.23 Dutch Subsidiary Guaranty, dated as of September 25, 1996, by Euramax Coated Products B.V., in favor
of the Guarantied Parties referred to therein
*12.1 Statement regarding computation of ratio of earnings to fixed charges
</TABLE>
II-4
<PAGE>
<TABLE>
<C> <S>
*21.1 Subsidiaries of Euramax International plc, Euramax European Holdings plc, Euramax European Holdings
B.V. and Amerimax Holdings, Inc.
23.1 Consent of Coopers & Lybrand, L.L.P.
23.2 Consent of Coopers & Lybrand, L.L.P.
23.3 Consent of Dibb Lupton Alsop (included in Exhibit 5.1)
23.4 Consent of Nauta Dutilh (included in Exhibit 5.2)
23.5 Consent of Kirkland & Ellis (included in Exhibit 5.3)
*24.1 Power of Attorney (included on the signature page to this Registration Statement on Form F-4)
*25.1 Statement of Eligibility of Trustee, dated as of October 28, 1996, by The Chase Manhattan Bank
*99.1 Letter of Transmittal
*99.2 Notice of Guaranteed Delivery
*99.3 Letter to Registered Holders and DTC Participants
*99.4 Letter to Clients
*99.5 Instructions to Registered Holder or DTC Participant from Beneficial Holder
</TABLE>
- ------------------------
* Filed previously
(b) Financial Statement Schedule
Report of Independant Accountants S-1
Schedule II--Euramax International plc--Valuation and Qualifying
Accounts. S-2
ITEM 22. UNDERTAKINGS
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of a prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no mare than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the
II-5
<PAGE>
meaning of Rule 145(c), the registrants undertake that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form.
(5) The registrants undertake that every prospectus: (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Act and is used in
connection with an offering of securities subject to Rule 415, will be filed
as a part of an amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrants in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrants will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(6) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430(A) and contained in
a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(7) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering thereof.
(8) The undersigned registrants hereby undertake to respond to requests
for information that is incorporated by reference into the prospectus
pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day
of receipt of such request, and to send the incorporated documents by first
class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
(9) The undersigned registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment No. 3 to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Norcross, Georgia,
on February 7, 1997.
EURAMAX INTERNATIONAL PLC
By: J. DAVID SMITH
--------------------------------------
Name: J. David Smith
Title: Director
Pursuant to the requirements of the Securities Act, this Amendment No. 3 to
Registration Statement has been signed by the following persons in the
capacities indicated as of February 7, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ----------------------------------------------------- ---------------------------------------------------------
<C> <S>
J. DAVID SMITH
------------------------------------------ Director (Principal Executive, Financial and Accounting
J. David Smith Officer)
*
------------------------------------------
Richard M. Cashin Director
*
------------------------------------------
William T. Comfort, Jr. Director
*
------------------------------------------
Rolly Van Rappard Director
*
------------------------------------------
Joseph M. Silvestri Director
------------------------------------------
Paul E. Drack Director
*By J. DAVID SMITH
-------------------------------------
Attorney-In-Fact
J. David Smith
</TABLE>
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment No. 3 to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Norcross, Georgia,
on February 7, 1997.
EURAMAX EUROPEAN HOLDINGS PLC
By: J. DAVID SMITH
--------------------------------------
Name: J. David Smith
Title: Director
Pursuant to the requirements of the Securities Act, this Amendment No. 3 to
Registration Statement has been signed by the following persons in the
capacities indicated as of February 7, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ----------------------------------------------------- ---------------------------------------------------------
<C> <S>
J. DAVID SMITH
------------------------------------------ Director (Principal Executive, Financial and Accounting
J. David Smith Officer)
*
------------------------------------------
Richard M. Cashin Director
*
------------------------------------------
William T. Comfort, Jr. Director
*
------------------------------------------
Rolly Van Rappard Director
*
------------------------------------------
Joseph M. Silvestri Director
*By J. DAVID SMITH
-------------------------------------
Attorney-In-Fact
J. David Smith
</TABLE>
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment No. 3 to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Norcross, Georgia,
on February 7, 1997.
EURAMAX EUROPEAN HOLDINGS, B.V.
By: J. DAVID SMITH
--------------------------------------
Name: J. David Smith
Title: Director
Pursuant to the requirements of the Securities Act, this Amendment No. 3 to
Registration Statement has been signed by the following persons in the
capacities indicated as of February 7, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ----------------------------------------------------- ---------------------------------------------------------
<C> <S>
J. DAVID SMITH
------------------------------------------ Director (Principal Executive, Financial and Accounting
J. David Smith Officer)
*
------------------------------------------
Richard M. Cashin Director
*
------------------------------------------
William T. Comfort, Jr. Director
*
------------------------------------------
Rolly Van Rappard Director
*
------------------------------------------
Joseph M. Silvestri Director
*By J. DAVID SMITH
-------------------------------------
Attorney-In-Fact
J. David Smith
</TABLE>
II-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment No. 3 Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Norcross, Georgia, on
February 7, 1997.
AMERIMAX HOLDINGS, INC.
By: J. DAVID SMITH
--------------------------------------
Name: J. David Smith
Title: President
Pursuant to the requirements of the Securities Act, this Amendment No. 3 to
Registration Statement has been signed by the following persons in the
capacities indicated as of February 7, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ----------------------------------------------------- ---------------------------------------------------------
<C> <S>
J. DAVID SMITH
------------------------------------------ President and Director (Principal Executive, Financial
J. David Smith and Accounting Officer)
*
------------------------------------------
Richard M. Cashin Director
*
------------------------------------------
William T. Comfort, Jr. Director
*
------------------------------------------
Rolly Van Rappard Director
*
------------------------------------------
Joseph M. Silvestri Director
*By J. DAVID SMITH
-------------------------------------
Attorney-In-Fact
J. David Smith
</TABLE>
II-10
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Management of the
Fabricated Division of Alumax, Inc.
In connection with our audits of the combined financial statements of Fabricated
Products, a division of Alumax Inc., as of December 31, 1994 and 1995, and for
each of the three years in the period ended December 31, 1995, which financial
statements are included in the Prospectus, we have also audited the financial
statement schedule listed in Item 21(b) herein.
In our opinion, this financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly, in all
material respects, the information required to be included therein.
COOPERS & LYBRAND L.L.P.
Atlanta, Georgia
August 1, 1996
S-1
<PAGE>
EURAMAX INTERNATIONAL PLC
FINANCIAL STATEMENT SCHEDULE NO. II
VALUATION AND QUALIFYING ACCOUNTS
(THOUSANDS OF U.S. DOLLARS)
<TABLE>
<CAPTION>
------------------------------------------------------------------------
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
JANUARY 1, COSTS AND OTHER DEDUCTIONS -- DECEMBER 31,
DESCRIPTION 1994 EXPENSES ACCOUNTS CHARGE-OFFS 1994
- ---------------------- ------------ ------------ ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
Accounts Receivable --
Allowance for
Doubtful Accounts $ (3,254.4) $ (1,451.4) $ 765.2 $ (3,940.6)
</TABLE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------
BALANCE AT CHARGED TO CHARGED TO DEDUCTIONS BALANCE AT
JANUARY 1, COSTS AND OTHER -- DECEMBER 31,
DESCRIPTION 1995 EXPENSES ACCOUNTS CHARGE-OFFS 1995
- ---------------------- ------------ ------------- ------------- ----------- --------------
<S> <C> <C> <C> <C> <C>
Accounts Receivable --
Allowance for
Doubtful Accounts ($ 3,940.6) ($ 388.2) $ 1,746.8 ($ 2,582.0)
</TABLE>
S-2
<PAGE>
EURAMAX INTERNATIONAL PLC
EURAMAX EUROPEAN HOLDINGS PLC
EURAMAX EUROPEAN HOLDINGS, B.V.
AMERIMAX HOLDINGS, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ------------------------------------------------------------------------------------------- -------------
<C> <S> <C>
*3.1 Articles of Association of Euramax International plc
*3.2 Memorandum and Articles of Association of Euramax European Holdings plc
*3.3 Articles of Association of Euramax International B.V.
*3.4 Articles of Incorporation of Amerimax Holdings, Inc.
*3.5 Bylaws of Amerimax Holdings, Inc.
*4.1 Form of 11 1/4% Senior Subordinated Note in global bearer form
*4.2 Form of 11 1/4% Senior Subordinated Note in definitive registered form
*4.3 Indenture, dated as of September 25, 1996, by and among Euramax International plc, Euramax
European Holdings plc, Euramax European Holdings B.V., Amerimax Holdings, Inc. and the
Chase Manhattan Bank, as Trustee.
*4.4 Deposit Agreement, dated as of September 25, 1996, by and among Euramax International plc,
Euramax European Holdings plc, Euramax European Holdings B.V., and The Chase Manhattan
Bank, as book-entry depositary
*4.5 Registration Rights Agreement, dated as of September 25, 1996, by and among Euramax
International plc, Euramax European Holdings plc, Euramax European Holdings B.V., Amerimax
Holdings, Inc. and J.P. Morgan Securities Inc. and Goldman Sachs & Co.
*4.6 Purchase Agreement dated as of September 18, 1996, by and among Euramax International Ltd.,
Euramax European Holdings Ltd., Euramax European Holdings B.V., Amerimax Holdings, Inc.
and J.P. Morgan Securities Inc. and Goldman Sachs & Co.
*5.1 Opinion of Dibb Lupton Alsop regarding the legality of the securities being issued
*5.2 Opinion of Nauta Dutilh regarding the legality of the securities being issued
5.3 Opinion of Kirkland & Ellis regarding legality of securities being issued
*10.1 Purchase Agreement, dated as of June 24, 1996, by and between Euramax International Ltd.
and Alumax Inc.
*10.2 Executive Employment Agreement, dated as of September 25, 1996, by and between J. David
Smith and Euramax International plc
*10.3 Executive Employment Agreement, dated as of September 25, 1996, by and between Frank T.
Geist and Euramax International plc
*10.4 Credit Agreement, dated as of September 25, 1996, by and among Amerimax Fabricated
Products, Euramax Holdings Limited, Euramax Europe B.V., Euramax Netherlands B.V., as
Borrowers; Euramax International plc, Amerimax Holdings, Inc., Euramax European Holdings
plc, Euramax European Holdings B.V., Euramax Europe Limited and certain of their operating
subsidiaries, as other Loan Parties; Banque Paribas, as Agent, as a Lender and as the
Issuer; and the other lenders named therein.
*10.5 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Holdings, Inc. in
favor of Banque Paribas, as agent
*10.6 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Fabricated
Products, Inc. in favor of Banque Paribas, as agent
*10.7 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Home Products,
Inc. in favor of Banque Paribas, as agent
*10.8 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Building Products,
Inc. in favor of Banque Paribas, as agent
</TABLE>
<PAGE>
<TABLE>
<C> <S> <C>
*10.9 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Coated Products,
Inc. in favor of Banque Paribas, as agent
*10.10 Domestic Security Agreement, dated as of September 25, 1996, by Johnson Door Products, Inc.
in favor of Banque Paribas, as agent
*10.11 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Specialty
Products, Inc. in favor of Banque Paribas, as agent
*10.12 Domestic Subsidiary Guaranty, dated as of September 25, 1996, by each of Amerimax Home
Products, Inc., Amerimax Specialty Products, Inc., Amerimax Building Products, Inc.,
Amerimax Coated Products and Johnson Door Products, Inc. in favor of the Guarantied
Parties referred to therein
*10.13 U.S. Holdings Guaranty, dated as of September 25, 1996, by Amerimax Holdings, Inc. in favor
of the Guaranteed Parties referred to therein
*10.14 U.S. Holdings Pledge Agreement, dated as of September 25, 1996, by Amerimax Holdings, Inc.,
to Banque Paribas, as Agent
*10.15 U.S. Operating Co. Guaranty, dated as of September 25, 1996, by Amerimax Fabricated
Products, Inc. in favor of the Guarantied Parties referred to therein
*10.16 U.S. Operating Co. Pledge Agreement dated as of September 25, 1996, by Amerimax Fabricated
Products, Inc. to Banque Paribas, as Agent
*10.17 Euramax Assignment Agreement, dated as of September 25, 1996, by Euramax International plc
in favor of Banque Paribas, as Agent
*10.18 Euramax Pledge Agreement, dated as of September 25, 1996, by Euramax International plc to
Banque Paribas, as Agent
*10.19 Building Products Pledge Agreement, dated as of September 25, 1996, by Amerimax Building
Products, Inc. to Banque Paribas, as Agent
*10.20 Dutch Holdings Guaranty, dated as of September 25, 1996, by Euramax European Holdings B.V.
in favor of the Guarantied Parties referred to therein
*10.21 Dutch Company Guaranty, dated as of September 25, 1996, by Euramax Netherlands B.V., in
favor of the Guarantied Parties referred to therein
*10.22 Dutch Operating Co. Guaranty, dated as of September 25, 1996, by Euramax Europe B.V., in
favor of the Guarantied Parties referred to therein
*10.23 Dutch Subsidiary Guaranty, dated as of September 25, 1996, by Euramax Coated Products B.V.,
in favor of the Guarantied Parties referred to therein
*12.1 Statement regarding computation of ratio of earnings to fixed charges
*21.1 Subsidiaries of Euramax International plc, Euramax European Holdings plc, Euramax European
Holdings B.V. and Amerimax Holdings, Inc.
23.1 Consent of Coopers & Lybrand, L.L.P.
23.2 Consent of Coopers & Lybrand, L.L.P.
23.3 Consent of Dibb Lupton Alsop (included in Exhibit 5.1)
23.4 Consent of Nauta Dutilh (included in Exhibit 5.2)
23.5 Consent of Kirkland & Ellis (included in Exhibit 5.3)
*24.1 Power of Attorney (included on the signature page to this Registration Statement on Form
F-4)
*25.1 Statement of Eligibility of Trustee, dated as of October 28, 1996, by The Chase Manhattan
Bank
*99.1 Letter of Transmittal
*99.2 Notice of Guaranteed Delivery
*99.3 Letter to Registered Holders and DTC Participants
*99.4 Letter to Clients
*99.5 Instructions to Registered Holders and DTC Participants from Beneficial Holder
</TABLE>
- ------------------------
* Filed previously
<PAGE>
Exhibit 5.3
Kirkland & Ellis
Citicorp Center
153 East 53rd Street
New York, New York 10022-4675
To Call Writer Direct:
212 446-4800
February 4, 1997
Euramax International plc
Euramax Holdings plc
Euramax Holdings, B.V
Amerimax Holdings, Inc.
5535 Triangle Parkway
Norcross, Georgia 30092
Re: Registration Statement on Form S-4
Euramax International plc
Euramax Holdings plc
Euramax Holdings, B.V
Amerimax Holdings, Inc.
FILE NO. 333-5878
Gentlemen:
We have acted as special United States counsel to Euramax
International plc, a corporation formed under the laws of England and Wales
(the "COMPANY"), Euramax European Holdings plc, a corporation formed under
the laws of England & Wales ("EURAMAX U.K."), Euramax European Holdings, B.V.
a corporation formed under the laws of The Netherlands ("EURAMAX B.V." and,
together with the Company and Euramax UK., the "ISSUERS"), and Amerimax
Holdings, Inc., a Delaware corporation (the "GUARANTOR"), in connection with
the proposed registration under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), of $135,000,000 principal amount of 111/4% Senior
Subordinated Notes due 2006 (the "NEW NOTES") for the purpose of effecting an
exchange offer (the "EXCHANGE OFFER") for the Issuers' 111/4% Senior
Subordinated Notes due 2006 which have not been registered under the
Securities Act (the "OLD NOTES"). The New Notes will be issued pursuant to a
Senior Subordinated Indenture, dated as of September 25, 1996, by and among
the Issuers, the Guarantor and The Chase Manhattan Bank, as Trustee (the
"INDENTURE"). Capitalized terms used herein but not defined herein have the
meaning set forth in the Preliminary Prospectus of the Issuers dated as of
the date hereof.
In connection therewith, we have examined and relied upon the
assumptions set forth in SCHEDULE A to this letter and upon the original, or
copies certified or otherwise identified to our
<PAGE>
Euramax International plc
Euramax Holdings plc
Euramax Holdings, B.V
Amerimax Holdings, Inc.
February 4, 1997
Page 2
satisfaction, of: (i) corporate organizational documents of the Issuers and
the Guarantor; (ii) minutes and records of the corporate proceedings of the
Issuers and the Guarantor with respect to the issuance and sale of the New
Notes and the Guarantee; (iii) the Registration Statement and exhibits
thereto; (iv) the Indenture; (v) the Deposit Agreement; and (vi) such other
documents, corporate records and other instruments as we have deemed
necessary for the expression of the opinions contained herein. We have
assumed without investigation that there has been no relevant change or
development between the dates as of which the information cited in the
preceding sentence was given and the date of this letter and that the
information upon which we have relied is accurate and does not omit
disclosures necessary to prevent such information from being misleading.
For purposes of this opinion, we have assumed the authenticity of
all documents submitted to us as originals, the conformity to the originals
of all documents submitted to us as copies, and the authenticity of the
originals of all documents submitted to us as copies. We have also assumed
the genuineness of the signatures of persons signing all documents in
connection with which this opinion is rendered, the authority of such persons
signing on behalf of the parties thereto other than the Guarantor, and the
due authorization, execution and delivery of all documents by the parties
thereto other than the Guarantor. We have also assumed that none of the
Issuers or the Guarantor is subject to any law or regulation limiting the
enforceability of the Indenture, the Deposit Agreement, the Notes or the
Guarantee other than the laws of the State of New York and the General
Corporation Law of the State of Delaware.
We have relied without independent investigation solely upon the
letter from Dibb Lupton Alsop, dated January 16, 1997 and set forth as
Exhibit 5.1 to the Registration Statement with respect to the Company and
Euramax U.K. and upon the letter from Nauta Dutilh dated January 14, 1997 and
set forth as Exhibit 5.2 to the Registration Statement with respect to
Euramax B.V. to establish the following premises which underlie our opinions
with respect to the Company, Euramax U.K., and Euramax B.V. (herein
collectively called the "Foreign Issuers"): (i) each of the Foreign Issuers
is duly organized, validly existing and in good standing, (ii) each of the
Foreign Issuers has full corporation or organization power and authority to
execute, deliver and perform its obligations under the Indenture, the Deposit
Agreement and the Notes, (iii) each of the Foreign Issuers has duly
<PAGE>
Euramax International plc
Euramax Holdings plc
Euramax Holdings, B.V
Amerimax Holdings, Inc.
February 4, 1997
Page 3
authorized by all necessary corporate action the execution, delivery and
performance of the Indenture, the Deposit Agreement and the Notes, (iv) each
of the Foreign Issuers has duly executed and delivered the Indenture, the
Deposit Agreement and the Notes and (v) none of the Foreign Issuers is
subject to any law or regulation limiting the enforceability of the
Indenture, the Deposit Agreement or the Notes against it.
Subject to the further assumptions, qualifications, exclusions and
other limitations which are identified in this letter and in the schedules
attached to this letter, we advise you that:
(1) The Guarantor is validly existing and in good standing under
the laws of the State of Delaware.
(2) The Guarantee has been validly authorized by the Guarantor.
(3) When, as and if (i) the Registration Statement shall have
become effective pursuant to the provisions of the Securities Act, (ii) the
Indenture shall have been qualified pursuant to the provisions of the Trust
Indenture Act of 1939, as amended, (iii) the Old Notes shall have been
validly tendered to the Issuers and (iv) the New Notes shall have been issued
in the form and containing the terms described in the Registration Statement,
the Indenture, the resolutions of each of the Issuers' and the Guarantor's
Board of Directors authorizing the foregoing and any legally required
consents, approvals, authorizations and other order of the Commission and any
other regulatory authorities to be obtained, the New Notes when issued
pursuant to the Exchange Offer will be legally issued, fully paid and
nonassessable and will constitute valid and binding obligations of the
Issuers and the Guarantee will constitute the valid and binding obligation of
the Guarantor.
Our advice on every legal issue addressed in this letter is subject
to the General Qualifications that are recited in SCHEDULE B to this Letter.
We express no opinion as to, or the effect or applicability of, any
laws other than the laws of the State of New York and the General Corporation
Law of the State of Delaware. Our advice on every legal issue addressed in
this letter is based exclusively on such laws. We express
<PAGE>
Euramax International plc
Euramax Holdings plc
Euramax Holdings, B.V
Amerimax Holdings, Inc.
February 4, 1997
Page 4
no opinion with respect to the applicability thereto, or the effect thereon,
of the laws of any other jurisdiction or as to any matters of municipal law
or the laws of any other local agencies within the state, and we express no
opinion as to whether any relevant difference exists between the laws upon
which our opinions are based and any other such laws which may be applicable.
Our advice on each legal issue addressed in this letter represents
our opinion as to how that issue would be resolved were it to be considered
by the highest court of the jurisdiction upon whose law our opinion on that
issue is based. The manner in which any particular issue would be treated in
any actual court case would depend in part on facts and circumstances
particular to the case, and this letter is not intended to guarantee the
outcome of any legal dispute which may arise in the future. It is possible
that some provisions in the Indenture, Notes or Guarantee may not prove
enforceable for reasons other than those cited in this letter should an
actual enforcement action be brought, but (subject to all the exceptions,
qualifications, exclusions and other limitations contained in this letter)
such unenforceability would not in our opinion prevent you from realizing the
principal benefits purported to be provided by the Indenture, Notes or
Guarantee.
This letter speaks as of the time of its delivery on the date it
bears. We do not assume any obligation to provide you with any subsequent
opinion or advice by reason of any fact of which the lawyers in our firm who
have had significant involvement with the negotiation and preparation of the
Indenture (to wit, Lance C. Balk, Steven G. Martin and J. Scott Schlossel,
herein called the "DESIGNATED TRANSACTION LAWYERS") did not have actual
knowledge as of the date hereof, by reason of any change subsequent to the
date hereof in any law covered by any of our opinions, or for any other
reason. The attached schedules are an integral part of this letter,
references herein or therein to this letter include such schedules, and any
term defined in this letter or any schedule has that defined meaning wherever
it is used in this letter or in any schedule to this letter.
While we have not conducted any independent investigation to
determine facts upon which our opinions are based or to obtain information
about which this letter advises you, we confirm that we do not have any
actual knowledge which has caused us to conclude that our reliance and
assumptions cited in this letter (including its schedules) are unwarranted.
The term "actual
<PAGE>
Euramax International plc
Euramax Holdings plc
Euramax Holdings, B.V
Amerimax Holdings, Inc.
February 4, 1997
Page 5
knowledge" whenever it is used in this letter with respect to our firm means
conscious awareness at the time this letter is delivered on the date it bears
by the Designated Transaction Lawyers.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to this firm under the
caption titled "Legal Matters" in the Prospectus which is part of the
Registration Statement.
We do not find it necessary for purposes of this opinion, and
accordingly do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to issuance of the New Notes.
This opinion is furnished to you in connection with the filing of
the Registration Statement, and is not to be used, circulated, quoted or
otherwise relied upon for any other purposes.
Yours very truly,
KIRKLAND & ELLIS
<PAGE>
SCHEDULE A
ASSUMPTIONS
For purposes of the letter to which this Schedule is attached ("OUR
LETTER"), we have relied, without investigation, upon each of the following
assumptions:
(a) Each document submitted to us for review is accurate and complete, each
such document that is an original is authentic, each such document that is
a copy conforms to an authentic original, and all signatures on each such
document are genuine.
(b) There has not been any mutual mistake of fact or misunderstanding, fraud,
duress or undue influence.
(c) The constitutionality or validity of a relevant statute, rule, regulation
or agency action is not in issue.
(d) None of the Issuers or the Guarantor are subject to any law or regulation,
other than laws of the State of New York or the General Corporate Law of
the State of Delaware limiting the enforceability of the Indenture, the
Deposit Agreement, the Notes or the Guarantee against the Issuers or the
Guarantor.
<PAGE>
SCHEDULE B
GENERAL QUALIFICATIONS
The term "General Qualifications" as used in the letter to which this
Schedule is attached ("our letter") means the Bankruptcy and Insolvency
Exception, the Equitable Principles Limitation and the Other Common
Qualifications set forth in this Schedule.
BANKRUPTCY AND INSOLVENCY EXCEPTION. Each of the opinions ("our opinions")
in our letter is subject to the effect of bankruptcy, insolvency,
reorganization, receivership, moratorium and other laws of general
applicability relating to or affecting the enforcement of creditors' rights
from time to time in effect and to general principles of equity (regardless
of whether enforcement is considered in proceedings at law or in equity).
This exception includes:
(a) the Federal Bankruptcy Code and thus comprehends, among others,
matters of turn-over, automatic stay, avoiding powers, fraudulent
transfer, preference, discharge, conversion of a non-recourse
obligation into a recourse claim, limitations on IPSO FACTO and
anti-assignment clauses and the coverage of pre-petition security
agreements applicable to property acquired after a petition is filed;
(b) all other Federal and state bankruptcy, insolvency, reorganization,
receivership, moratorium, arrangement and assignment for the benefit
of creditors laws that affect the rights of creditors generally or
that have reference to or affect only creditors of specific types of
debtors;
(c) state fraudulent transfer and conveyance laws; and
(d) judicially developed doctrines relevant to any of the foregoing laws,
such as substantive consolidation of entities.
EQUITABLE PRINCIPLES LIMITATION. Each of our opinions is subject to the
effect of general principles of equity, whether applied by a court of law
or equity. This limitation includes principles:
(a) governing the availability of specific performance, injunctive relief
or other equitable remedies, which generally place the award of such
remedies, subject to certain guidelines, in the discretion of the
court to which application for such relief is made;
(b) imposing duties and standard of conduct upon creditors;
<PAGE>
(c) affording equitable defenses (e.g., waiver, laches and estoppel)
against a party seeking enforcement;
(d) requiring good faith and fair dealing in the performance and
enforcement of a contract by the party seeking its enforcement;
(e) requiring reasonableness in the performance and enforcement of an
agreement by the party seeking enforcement of the contract;
(f) requiring consideration of the materiality of (i) a breach and (ii)
the consequences of the breach to the party seeking enforcement;
(g) requiring consideration of the impracticability or impossibility of
performance at the time of attempted enforcement; and
(h) affording defenses based upon the unconscionability of the enforcing
party's conduct after the parties have entered into the contract.
COMMON QUALIFICATIONS. Each of our opinions is subject to the effect of
rules of law that:
(a) limit or affect the enforcement of provisions of a contract that
purport to waive, or to require waiver of, the obligations of good
faith, fair dealing, diligence and reasonableness;
(b) provide that forum selection clauses in contracts are not necessarily
binding on the court(s) in the forum selected;
(c) limit the availability of a remedy under certain circumstances where
another remedy has been elected;
(d) provide a time limitation after which a remedy may not be enforced;
(e) limit the right of a creditor to use force or cause a breach of the
peace in enforcing rights;
(f) limit or affect the enforceability of provisions releasing,
exculpating or exempting a party from, or requiring indemnification of
a party for, liability for its own action or inaction, to the extent
the action or inaction involves gross negligence, recklessness,
willful misconduct, unlawful conduct, violation of public policy or
litigation against another party determined adversely to such party;
<PAGE>
(g) may, where less than all of a contract may be unenforceable, limit the
enforceability of the balance of the contract to circumstances in
which the unenforceable portion is not an essential part of the agreed
exchange;
(h) govern and afford judicial discretion regarding the determination of
damages and entitlement to attorneys' fees and other costs;
(i) may permit a party that has materially failed to render or offer
performance required by the contract to cure that failure unless (i)
permitting a cure would unreasonably hinder the aggrieved party from
making substitute arrangements for performance, or (ii) it was
important in the circumstances to the aggrieved party that performance
occur by the date stated in the contract.
(j) limit or affect the enforceability of provisions in the Indenture and
the New Notes deemed to impose the payment of interest;
(k) limit or affect the enforceability of requirements in the Indenture
and the New Notes specifying that the provisions thereof may only be
waived in writing to the extent that an oral or implied agreement by
trade practice or course of conduct has been created modifying any
provision of such documents;
(l) limit or affect the enforceability of indemnification or contribution
obligations which contravene public policy, including, without
limitation, indemnification or contribution obligations which arise
out of failure to comply with applicable state or federal securities
law;
(m) limit or affect the enforceability of cumulative remedies to the
extent such cumulative remedies purport to or would have the effect of
compensating the party entitled to the benefits thereof in excess of
the actual loss suffered by such party;
(n) limit the recovery of legal fees and legal expenses by an indemnified
person to reasonable attorneys' fees and legal expenses;
OTHER QUALIFICATIONS. Each of our opinions is subject to the following
other qualifications:
(a) our opinion as to the binding effect of the Indenture and the
Guarantee with respect to the Guarantor is subject to the effect of
laws and judicial decisions which have imposed duties and standards of
conduct upon creditors;
<PAGE>
(b) provisions of any document or agreement which permit a party to take
any action, to make any determination, or to benefit from indemnities
and similar undertakings may be subject to a requirement that such
action be taken or such determination be made or that any action or
inaction by any party that may give rise to a request for payment
under an such undertaking be taken or not taken, as the case may be,
on a reasonable basis and in good faith;
(c) a substantial body of case law treats guarantors as "debtors" under
the Uniform Commercial Code (as enacted in the State of New York) (the
"Code") thereby according guarantor the rights and remedies of debtors
established by the Code;
(d) we express no opinion as to the binding effect of the indemnification
or contribution provisions of any document or agreement, insofar as
said provisions might require indemnification or contribution with
respect to any litigation by any indemnified person under an agreement
against the Issuers or the Guarantor determined adversely to such
indemnified person under such agreement or with respect to any loss,
cost or expense arising out of an indemnified person's negligence or
willful misconduct or an violation by such indemnified person of any
statutory duties, general principles of equity or public policy;
(e) waivers of equitable rights and defenses may not be valid, binding and
enforceable under New York law;
(f) we express no opinion with respect to the waivers set forth in any
document or agreement insofar as they might not be broad enough to
cover all situations which might arise for which a waiver could be
found desirable; and
(g) certain rights, remedies and waivers contained in the Indenture may be
rendered ineffective, or limited by, applicable laws or judicial
decisions (other than those reflected in the foregoing qualifications
and assumptions) governing such provisions, but such laws and judicial
decisions do not, in our opinion, make the Indenture inadequate for
the practical realization of the security provided by the Guarantee.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-4 (File No.
333-5978) of our report dated August 1, 1996, on our audits of the financial
statements and financial statement schedule of Fabricated Products (a Division
of Alumax Inc) as of December 31, 1995 and 1994 and for each of the three years
in the period ended December 31, 1995. We also consent to the reference to our
firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Atlanta, Georgia
February 7, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-4 (File No.
333-5978) of our report dated December 18, 1996, on our audit of the balance
sheet of Euramax International plc as of September 24, 1996. We also consent to
the reference to our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Atlanta, Georgia
February 7, 1997
