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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): APRIL 20, 1999
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ATRIUM COMPANIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 75-2642488
(State or other 333-20095 (I.R.S. Employer
jurisdiction of incorporation) (Commission File Number) Identification Number)
1341 W. MOCKINGBIRD LANE
SUITE 1200W 75247
DALLAS, TEXAS (Zip code)
(Address of principal executive offices)
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 Companies, Inc. (the "Company") entered into a stock purchase
agreement (the "Purchase Agreement"), dated as of April 20, 1999, among Heat,
Inc. ("Heat"), its shareholders and optionholders, H.I.G. Vinyl, Inc., a
Cayman Island corporation, H.I.G. Investment Fund, L.P., a Cayman Island
limited partnership and H.I.G. Capital Management, Inc., a Delaware
corporation, pursuant to which the Company expects to acquire Heat. The
transactions contemplated in the Purchase Agreement value Heat at
approximately $85 million.
The closing of the transactions is dependent upon the expiration of the
Hart-Scott-Rodino waiting period and other customary closing conditions as
set forth in the Purchase 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 transactions
contemplated in the Purchase Agreement 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
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(c) EXHIBITS
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*99.1 Press Release of Atrium Companies, Inc. dated April 21, 1999.
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*Filed herewith
2
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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: Executive Vice President
Chief Financial Officer and Secretary
Date: May 4, 1999
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER
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*99.1 Press Release of Atrium Companies, Inc. dated April 21, 1999.
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*Filed herewith
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EXHIBIT 99.1
PRESS RELEASE OF ATRIUM COMPANIES, INC. DATED APRIL 21, 1999
Contact: Jeff Hull
Executive Vice President
Chief Financial Officer
Atrium Companies, Inc.
(214) 630-5757
ATRIUM COMPANIES, INC. ANNOUNCES SIGNING OF DEFINITIVE PURCHASE AGREEMENT TO
ACQUIRE HEAT, INC. IN A TRANSACTION VALUED AT APPROXIMATELY $85 MILLION
DALLAS, April 21, 1999 /PRNewswire/ -- Atrium Companies, Inc. ("Atrium"), a
leading manufacturer and distributor of residential windows and doors, today
announced it has signed a definitive purchase agreement to acquire Heat, Inc.
The transaction will value Heat at approximately $85 million.
Heat is comprised of two subsidiaries, Best Built, Inc. ("Best Built") and
Thermal Industries, Inc. ("Thermal"). Best Built is a manufacturer and
distributor of vinyl window and door products to both the new construction
and repair and remodeling markets serving the Pacific Northwest. Its
products are marketed under the Best Built brand name and revenue has been
growing at more than 50% per year over the last five years. Thermal, an
extruder, manufacturer and distributor of vinyl replacement windows, doors,
decks, docks, and patio enclosure systems into the repair and remodeling
market, maintains key long-term dealer relationships through its own
proprietary branch network east of the Mississippi. Additionally, through
these relationships, Thermal continues to expand its one-stop "sell furnish
and install (SFI)" program with national and regional retailers.
Last October, Ardshiel, Inc. and GE Investment Private Placement Partners II,
L.P. ("GEI") announced the combination of Atrium with Wing Industries, a
leading manufacturer of interior door products. The combination created one
of the five largest door and window companies in the United States based on
revenue and one of a limited number of national, full-service providers of
door and window products. By joining Atrium's strength in the new
construction market with Wing's leadership in the repair and remodeling
market, the combined company serves its customer base across multiple
channels of distribution.
Daniel T. Morley, Chairman of Atrium and President of Ardshiel noted, "The
acquisition of Thermal and Best Built furthers our strategy of serving all
key markets in the United States with a broad range of products for new
construction as well as repair and remodeling projects. Heat not only
strengthens our presence in the Pacific Northwest, but provides us with a
network of dealers to cross-sell other products. We welcome the addition of
experienced senior management and staff at both companies to support our
continued growth and consolidation strategy in the highly fragmented building
products industry."
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Following the acquisition, Atrium will be one of the two largest non-wood
window and door manufacturers in the United States with revenues in excess of
$525 million, and nearly 4,000 employees operating more than 50 facilities
nationwide.
The transaction is subject to certain conditions and is expected to close
within 60 days.
Ardshiel, Inc. is a New York based private equity investment firm which has
completed more than 35 transactions since its inception in 1975. GEI is a
private equity partnership affiliated with GE Investments, a wholly-owned
investment management subsidiary of General Electric Company with
approximately $80 billion in total assets under management and approximately
$4 billion in private equity investments.
