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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): JUNE 24, 1997
ATRIUM COMPANIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 333-20095 75-2642488
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1341 W. MOCKINGBIRD LANE
SUITE 1200W
DALLAS, TEXAS 75247
(Address of principal executive (Zip Code)
officers)
Registrant's telephone number, including area code: (214) 630-5757
Not applicable.
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Atrium Corporation ("Atrium"), a Delaware corporation and the parent of
Atrium Companies, Inc., a Delaware corporation (the "Company"), has issued a
press release announcing the merger of a subsidiary of Atrium Corporation with
and into Ply Gem Industries, Inc., a Delaware corporation ("Ply Gem"). It is
contemplated that, in connection with such merger, the Company will acquire Ply
Gem as a wholly-owned subsidiary. The Agreement and Plan of Merger dated June
24, 1997, among Atrium Acquisition Holdings Corp., a Delaware corporation and
wholly owned subsidiary of Atrium ("Holdings"), Atrium/PG Acquisition Corp., a
Delaware corporation and wholly owned subsidiary of Holdings, Ply Gem and, for
limited purposes, Atrium is filed as Exhibit 2 to the Current Report on Form 8-
K of Ply Gem dated June 24, 1997, File No. 1-4087, and is incorporated herein
by reference. The press release issued by Atrium dated June 25, 1997, is filed
as Exhibit 99 hereto and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit Number
2: Agreement and Plan of Merger dated June 24, 1997, among Atrium
Acquisition Holdings Corp., Atrium/PG Acquisition Corp. and Ply
Gem Industries, Inc. (incorporated by reference to Exhibit 2 of
the Current Report on Form 8-K of Ply Gem Industries, Inc. dated
June 24, 1997, File No. 1-4087).
99: Press Release of Atrium Corporation dated June 25, 1997,
regarding the merger of a subsidiary of Atrium Corporation with
and into Ply Gem Industries, Inc.
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SIGNATURES
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.
ATRIUM COMPANIES, INC.
Date: June 26, 1997 By:/s/ RANDALL S. FOJTASEK
----------------------------------
Randall S. Fojtasek
President
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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2: Agreement and Plan of Merger dated June 24, 1997, among Atrium
Acquisition Holdings Corp., Atrium/PG Acquisition Corp. and Ply
Gem Industries, Inc. (incorporated by reference to Exhibit 2 of
the Current Report on Form 8-K of Ply Gem Industries, Inc. dated
June 24, 1997, File No. 1-4087).
99: Press Release of Atrium Corporation dated June 25, 1997,
regarding the merger of a subsidiary of Atrium Corporation with
and into Ply Gem Industries, Inc.
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Contact: Roy Winnick
Kekst and Company
(212) 521-4842
HICKS, MUSE, TATE & FURST'S ATRIUM CORPORATION TO MERGE WITH
PLY GEM INDUSTRIES, INC. IN TRANSACTION VALUED AT $482 MILLION
-- COMBINATION WILL CREATE BUILDING PRODUCTS COMPANY
WITH ANNUAL SALES OF APPROXIMATELY $1 BILLION -
DALLAS and NEW YORK, June 25, 1997 -- Hicks, Muse, Tate & Furst Incorporated, a
leading private investment firm, and Atrium Corporation, a leading manufacturer
and distributor of residential windows and doors that was acquired by Hicks
Muse in November 1996, today announced the signing of a definitive agreement to
merge a subsidiary of Atrium with PLY GEM Industries, Inc. (NYSE: PGI), a major
national manufacturer and distributor of building and home improvement products
used primarily in the remodeling and new construction of residential
properties.
The transaction, which was approved by the boards of directors of both Atrium
and PLY GEM and which the parties expect to complete by September, is valued at
approximately $482 million. Under the terms of the definitive agreement, a
subsidiary of Atrium will merge with PLY GEM in a transaction pursuant to which
PLY GEM shareholders will receive consideration of $18.75 per share in cash.
The combined enterprise will have annual sales of approximately $1 billion. The
company will enjoy a leading position as a national manufacturer of window,
door and siding products used in the remodeling and now construction of
residential properties. The company will be the second-largest manufacturer of
windows and doors in the country and one of the premier manufacturers of vinyl
siding, among the fastest-growing products in the building products industry.
Within the window and door market, the company will be one of the largest
manufacturers of vinyl windows and doors, the fastest-growing segment of the
window and door market.
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John R. Muse, Chairman of the Board of Atrium and a Partner and Chief Operating
Officer of Hicks Muse, said: "We acquired Atrium this past November with the
intent of pursuing a buy-and-build strategy to strengthen and diversify the
company. The PLY GEM merger achieves our objective of creating a market leader
which is national in scope and has a diversified product line and customer
base. We believe there are tremendous synergies in combining these two
companies, which have highly complimentary manufacturing, distribution and
management. With the foundation we have now established, and the managerial
talent of the combined businesses, we look forward to continuing our
consolidation of related companies in the building products sector."
Randall Fojtasek, President and Chief Executive Officer of Atrium, who will
become Vice Chairman of the combined company, said: "This transaction transforms
Atrium from a strong regional window and door manufacturer to a national
manufacturer of a broader range of value-added home improvement offerings. We
are excited about this transaction and are ready to begin a new chapter in the
history of our company."
Dana R. Snyder, President and Chief Operating Officer of PLY GEM, who upon
completion of the transaction will become President and Chief Executive Officer
of the combined company, said: "Over the past two years, we have made
significant progress in enhancing our operational efficiency, rationalizing
product offerings and expanding our presence into high-growth product segments
such as vinyl siding and vinyl windows and doors. Atrium will further broaden
our product offering and provide valuable presence in the high-growth southern
regions of the United States. We look forward to partnering with Atrium and
Hicks Muse in providing our combined customers with a broad offering of
high-quality products and programs."
Atrium Corporation manufactures aluminum, vinyl and wood windows and doors,
which it sells under the highly recognized "Atrium," "Skotty," "H-R," "KBP,"
and "Bishop" brand names. Atrium is one of the two largest aluminum window
manufacturers in its primary markets, which include the southern, southeastern
and southwestern regions of the United States, Headquartered in Dallas, the
company also has operations in Houston, Phoenix, Las Vegas, Clinton, Mass., and
Bridgeport, Conn.
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Headquartered in New York City, PLY GEM Industries, Inc., manufactures and
distributes a wide variety of products including vinyl and wood windows and
doors, vinyl siding and accessories, skylights, specialty wood products, wall
coverings, tile and other hard surface flooring products, and related home
decor and improvement products. PLY GEM's products are sold through the leading
national retail home centers, lumber yards and one and two step specialty
distributors. Its brands include Crestline, Vetter, Great Lakes, Variform,
Richwood, PLY GEM, Uniframe and Kenergy,
The combined enterprise will employ approximately 5,700 people in more than
twenty-five states.
In addition to PLY GEM shareholder approval, completion of the transaction is
subject to the expiration of the applicable waiting period under the
Hart-Scott-Rodino Act and other customary closing conditions.
Chase Securities, Inc. initiated the transaction and served as advisor to Hicks
Muse and Atrium. The Chase Manhattan Corporation is arranging the financing for
the transaction. PLY GEM was advised by Furman Selz, which has rendered an
opinion to the PLY GEM board that the transaction is fair to the PLY GEM
shareholders from a financial point of view.
Since 1989, Hicks, Muse, Tate & Furst Incorporated has completed, or currently
has pending, more than 100 transactions with an aggregate capital value in
excess of $20 billion. The firm has offices in Dallas, New York City, St. Louis
and Mexico City.
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