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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(Mark one)
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31, 1997.
or
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (No Fee Required) for the transition period from ______ to ______.
Commission File Number 333-20095
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ATRIUM COMPANIES, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 75-2642488
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
1341 W. MOCKINGBIRD LANE, SUITE 1200W
DALLAS, TEXAS 75247
(Address of executive offices, including zip code)
(214) 630-5757
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) and (g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant - NONE
Indicate by check mark if disclosure of delinquent filers pursuant to item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of March 25, 1998, the registrant had 100 shares of Common Stock, par
value $.01 per share outstanding.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ATRIUM COMPANIES, INC. AND SUBSIDIARIES
By: /s/ JEFF L. HULL
--------------------------------
Jeff L. Hull
Chief Financial Officer and Secretary
Date: April 7, 1998
Pursuant to the requirements of the Securities Act of 1934, this report
has been signed below by the following person on behalf of the registrant and in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
* President, Chief Executive Officer and April 7, 1998
---------------------- Director (Principal Executive Officer)
Randall S. Fojtasek
/s/ JEFF L. HULL Chief Financial Officer and Secretary April 7, 1998
----------------------
Jeff L. Hull (Principal Financial Officer)
* Corporate Controller April 7, 1998
----------------------
Eric W. Long (Principal Acounting Officer)
* Director April 7, 1998
----------------------
John R. Muse
* Director April 7, 1998
----------------------
Michael J. Levitt
* Director April 7, 1998
----------------------
Stephen M. Humphrey
* Director April 7, 1998
----------------------
C. Dean Metropoulos
* Director April 7, 1998
----------------------
Michel Reichert
</TABLE>
Jeff L. Hull, by signing his name hereto, signs and executes this
document on behalf of each of the above-named officers and directors of Atrium
Companies, Inc. on the 7th day of April, 1998, pursuant to powers of attorney
executed on behalf of each of such officers and directors, and contemporaneously
filed hereunto with the Securities and Exchange Commission.
* By: /s/ JEFF L. HULL
------------------------------------
Jeff L. Hull
Attorney-in-Fact
Date: April 7, 1998
2
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ATRIUM COMPANIES, INC. AND SUBSIDIARIES
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------ --------------------------------------------------------------------
<S> <C>
2.1 -- Stock Purchase Agreement by and among HMTF Acquisition Corp.,
Atrium Corporation and the Selling Securityholders dated as of
November 7, 1996 (1)
2.2 -- Securities Exchange Agreement among Atrium Corporation, FCI
Holding Corp, Heritage Fund I, L.P. Randall Fojtasek, et. al.
dated August 22, 1996, as amended (1)
2.3 -- Stock Purchase Agreement by and among Fojtasek Companies, Inc.,
Howard S. Saffan, Leslie Goldbloom and Kevin Schumacher dated
August 22, 1996, as amended (1)
3.1 -- Certificate of Incorporation of Atrium Companies, Inc., as
amended (1)
3.2 -- Bylaws of Atrium Companies, Inc.(1)
3.3 -- Certificate of Incorporation of Vinyl Building Specialties of
Connecticut, Inc. (1)
3.4 -- Bylaws of Vinyl Building Specialties of Connecticut, Inc. (1)
3.5 -- Certificate of Incorporation of Bishop Manufacturing Co. of New
York, Inc. (1)
3.6 -- Bylaws of Bishop Manufacturing Co. of New York, Inc. (1)
3.7 -- Certificate of Incorporation of Bishop Manufacturing Company,
Incorporated (1)
3.8 -- Bylaws of Bishop Manufacturing Company, Incorporated (1)
3.9 -- Certificate of Incorporation of Bishop Manufacturing Company of
New England, Inc. (1)
3.10 -- Bylaws of Bishop Manufacturing Company of New England, Inc. (1)
3.11 -- Articles of Incorporation of H-R Window Supply, Inc. (1)
3.12 -- Bylaws of H-R Window Supply, Inc. (1)
3.13 -- Amendment to Certificate of Incorporation for Atrium Door and
Window Company of the Northeast (formerly Bishop Manufacturing
Company, Incorporated) incorporated by reference from the Form
8-K dated December 1, 1997, SEC File No. 333-20095-02
3.14 -- Amendment to Certificate of Incorporation for Atrium Door and
Window Company of the New York (formerly Bishop Manufacturing
Company of New York, Inc.) incorporated by reference from the
Form 8-K dated December 1, 1997, SEC File No. 333-20095-04
3.15 -- Amendment to Certificate of Incorporation for Atrium Door and
Window Company of the New England (formerly Bishop Manufacturing
Company of New England, Inc.) incorporated by reference from the
Form 8-K dated December 1, 1997, SEC File No. 333-20095-03
3.16 -- Amendment to Certificate of Incorporation for Atrium Door and
Window Company - West Coast (formerly H-R Window Supply, Inc.)
incorporated by reference from the Form 8-K dated December 1,
1997, SEC File No. 333-20095-05
4.1 -- Exchange and Registration Rights Agreement made as of November
27, 1996 by and among Atrium Companies, Inc., the Subsidiary
Guarantors and BT Securities Corporation (1)
4.2 -- Indenture dated as of November 27, 1996 by and among Atrium
Companies, Inc., the Subsidiary Guarantors and United States
Trust Company of New York (1)
10.1 -- Financial Advisory Agreement dated as of November 27, 1996 among
Atrium Corporation, the Company and Hicks, Muse & Co. Partners,
L.P. (1)
10.2 -- Stockholders Agreement dated as of November 27, 1996, by and
among Atrium Corporation, the securityholders listed therein and
Hicks, Muse, Tate & Furst Incorporated (1)
10.3 -- Indemnification Agreement dated as of November 27, 1996 by and
between Atrium Corporation and Randall S. Fojtasek, together
with a schedule identifying substantially identical documents
and setting forth material details in which those documents
differ from the foregoing documents (1)
10.4 -- Credit Agreement by and among Atrium Companies, Inc., the Banks,
Parties thereto, and Bankers Trust Company dated November 27,
1996 (1)
</TABLE>
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<TABLE>
<S> <C>
10.5 -- Monitoring and Oversight Agreement among Atrium Corporation, the
Company and Hicks, Muse & Co. Partners, L.P. dated November 27,
1996 (1)
10.6 -- Atrium Indemnification Escrow Agreement among Hicks, Muse, Tate
& Furst Equity Fund III, L.P., the Company, Randall S. Fojtasek,
Heritage Fund I, L.P., and Citibank N.A. dated November 27, 1996
(1)
10.7 -- Bishop Indemnification Escrow Agreement among Hicks, Muse, Tate
& Furst Equity Fund III, L.P., the Company, Howard S. Saffan and
Citibank N.A. dated November 27, 1996(1)
10.8 -- Atrium Corporation 1996 Stock Purchase Plan (1)
10.9 -- Atrium Corporation 1996 Stock Option Plan (1)
10.10 -- Employment Agreement dated November 7, 1996 between Atrium
Corporation and Randall S. Fojtasek (1)
10.11 -- Employment Agreement between the Company and Jeff L. Hull dated
January 1, 1998 (2)
10.12 -- Employment Agreement between the Company and Horace T. Hicks
dated January 1, 1998 (2)
10.13 -- Employment Agreement between the Company and Louis W. Simi, Jr.
dated January 1, 1998 (2)
10.14 -- Employment Agreement between the Company and Arthur G. Frost
dated January 1, 1998 (2)
10.15 -- Escrow Agreement dated July 3, 1995 among Fojtasek/Heritage
Acquisition Company, The Company, Randall Fojtasek and the First
National Bank of Boston (1)
10.16 -- Non-Competition Agreement dated July 3, 1995 by and among
Randall Fojtasek and Fojtasek/Heritage Acquisition Company (1)
10.17 -- Atrium Lease Agreement, as amended (1)
10.18 -- H-R Windows Lease Agreement (1)
10.19 -- Second Amendment to the Atrium Lease Agreement (2)
10.20 -- First Amendment to the H-R Windows Lease Agreement (2)
12.1 -- Computation of Ratio of Earnings to Fixed Charges (2)
21.1 -- Subsidiaries of the Company (2)
24.1 -- Powers of Attorney (3)
27.1 -- Financial Data Schedule (2)
</TABLE>
- ---------------
(1) Incorporated by reference from the Registrant's Registration Statement on
Form S-4, dated April 4, 1997, SEC File No. 333-20095.
(2) Previously filed in the Registrant's Form 10-K, dated March 27, 1998.
(3) Filed herewith.
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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby constitutes
and appoints Randall S. Fojtasek and Jeff L. Hull and either of them, the true
and lawful attorney or attorneys-in-fact, with full power of substitution and
resubstitution, to sign on behalf Atrium Companies, Inc., a Delaware corporation
(the "Company"), and on behalf of theundersigned in my capacity as an officer
and/or a director of the Company, the Company's Annual Report on Form 10-K for
the year ended December 31, 1997, and to sign any or all amendments thereto, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended, and the regulations promulgated
thereunder, granting unto said attorney or attorneys-in-fact, and either of them
with or without the other, full power and authority to do and perform each and
very act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and purposes as the
undersigned may or could in person, hereby ratifying and confirming all that
said attorney or attorneys-in-fact or either of them or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney effective as of March
27, 1998.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ RANDALL S. FOJTASEK President, Chief Executive Officer and March 27, 1998
-------------------------------- Director (Principal Executive Officer)
Randall S. Fojtasek
/s/ JEFF L. HULL Chief Financial Officer and Secretary March 27, 1998
-------------------------------- (Principal Financial Officer)
Jeff L. Hull
/s/ ERIC W. LONG Corporate Controller March 27, 1998
-------------------------------- (Principal Accounting Officer)
Eric W. Long
/s/ JOHN R. MUSE Director March 27, 1998
--------------------------------
John R. Muse
/s/ MICHAEL J. LEVITT Director March 27, 1998
--------------------------------
Michael J. Levitt
/s/ STEPHEN M. HUMPHREY Director March 27, 1998
--------------------------------
Stephen M. Humphrey
/s/ C. DEAN METROPOULOS Director March 27, 1998
--------------------------------
C. Dean Metropoulos
/s/ MICHEL REICHERT Director March 27, 1998
--------------------------------
Michel Reichert
</TABLE>
