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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): AUGUST 3, 1998
ATRIUM COMPANIES, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 333-20095 75-2642488
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
1341 W. MOCKINGBIRD LANE
SUITE 1200W 75247
DALLAS, TEXAS (Zip code)
(Address of principal
executive offices)
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Registrant's telephone number, including area code: (214) 630-5757
N/A
(former address if changed since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
Atrium Corporation (the "Company"), parent company of Atrium
Companies, Inc., entered into an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of August 3, 1998, by and among D and W Holdings, Inc.
("Parent"), D and W Acquisition Corp. ("Sub") and the Securityholders named
therein, pursuant to which Sub would merge with and into the Company and the
Company would become a wholly-owned subsidiary of Parent (the "Merger"). The
transactions contemplated in the Merger Agreement value the Company at
approximately $225 million.
The closing of the Merger is dependent upon the expiration of the
Hart-Scott-Rodino waiting period and other customary closing conditions as set
forth in the Merger Agreement.
Except for historical information contained therein, the statements in
the press release included as an exhibit hereto are forward-looking statements
that are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements involve known and
unknown risks and uncertainties which may cause the Company's actual results in
future periods to differ materially from forecasted results. There can be no
assurance that the Merger will be consummated or that the statements made in
the press release included as an exhibit hereto relating to future events will
be achieved.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
*99.1 Press Release of Atrium Corporation dated August 10,
1998.
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*Filed herewith
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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 thereunto duly authorized.
ATRIUM CORPORATION
By: /s/ Jeff L. Hull
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Name: Jeff L. Hull
Title: Chief Financial Officer and Secretary
Date: August 12, 1998
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER
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*99.1 Press Release of Atrium Corporation dated August 10, 1998.
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*Filed herewith
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EXHIBIT 99.1
PRESS RELEASE OF ATRIUM CORPORATION DATED AUGUST 10, 1998
Contact: Roy Winnick or Mark Semer
Kekst and Company
(212) 521-4842 or 4802
ATRIUM CORPORATION AGREES TO MERGE WITH
WING INDUSTRIES IN TRANSACTION VALUED AT $225 MILLION
DALLAS, August 10, 1998 - Atrium Corporation, a leading manufacturer and
distributor of residential windows and doors, today announced that it has
agreed to merge with Wing Industries, Inc., a leading manufacturer of interior
door products, in a transaction that values Atrium at approximately $225
million.
Under the terms of the agreement, Hicks, Muse, Tate & Furst Incorporated,
Atrium's controlling shareholder since 1996, will sell its 80% stake in Atrium
to Wing Industries. Members of Atrium's and Wing's management will hold an
equity stake in the combined company, which will be controlled by Ardshiel
Inc., a New York-based investment firm, and G.E. Investments, a wholly owned
investment management subsidiary of General Electric Company.
The combined company will be a national, full-service provider of door and
window products, and will benefit from broad distribution channels, including
established relationships with independent distributors and nationally
recognized home centers. Randall Fojtasek, President and Chief Executive
Officer of Atrium, will hold the same positions with the combined company.
Mr. Fojtasek said: "Atrium and Wing Industries are an ideal strategic fit, with
complementary product lines and distribution channels, and with virtually no
geographic overlap. The combined enterprise will be exceptionally well
positioned to serve our customers' needs, to build brand equity and to achieve
our growth objectives. We thank Hicks Muse for the support they provided
during our two-year affiliation and we look forward to working with the people
at Wing Industries to build long-term value for the combined company's
customers, employees and shareholders."
John R. Muse, Chief Operating Officer of Hicks Muse, said: "The combination of
Atrium and Wing Industries is complementary for both companies, and an
attractive opportunity for Hicks Muse to realize the value of its investment in
Atrium. Randall Fojtasek and his management team have done a great job of
creating significant value over the past two years and we wish them well in the
new combined entity."
Completion of the transaction, which is expected to occur in approximately 60
days, is subject to certain closing conditions, including expiration of the
applicable waiting period under the Hart-Scott-Rodino Act.
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Salomon Smith Barney and CIBC Oppenheimer advised Atrium with respect to this
transaction.
Since its formation in 1989, Hicks, Muse, Tate & Furst Incorporated has
completed or currently has pending more than 200 transactions with a total
capital value in excess of $29 billion. Headquartered in Dallas, the firm also
has offices in New York, St. Louis, Mexico City and Buenos Aires.
Wing Industries manufactures and distributes a full range of interior solid
wood and hollow core bifold and passage doors, and also distributes exterior
doors and columns. Wing offers the broadest product line of interior wood
doors in the industry and is the leading provider of interior doors to the home
center industry in the United States. Headquartered in Greenville, Texas, the
company has operations in Mt. Pleasant, Texas; Chicago, Illinois; Allentown,
Pennsylvania; Melville, New York; and Cleveland, Ohio. The company is
currently opening a facility in Charlotte, North Carolina.
Atrium Corporation manufactures aluminum, vinyl and wood windows and doors,
which it sells under the highly recognized "Atrium" and "H-R" brand names.
Atrium is one of the two largest aluminum window manufacturers in its primary
markets, which include the fast-growing southern, southeastern and southwestern
regions of the United States. Headquartered in Dallas, the company also has
operations in Houston; Phoenix; Las Vegas; Portland, Oregon; Anaheim,
California; Union City, California; Clinton, Massachusetts; and Bridgeport,
Connecticut.
