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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): DECEMBER 1, 1997
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BISHOP MANUFACTURING COMPANY, INCORPORATED
(Exact name of Registrant as specified in its charter)
CONNECTICUT 333-20095-02 06-0735384
(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)
Registrant's telephone number, including area code: (214) 630-5757
N/A
(former address if changed since last report)
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ITEM 5. OTHER EVENTS
On December 1, 1997, Bishop Manufacturing Company, Incorporated (the
"Company") changed its name to Atrium Door and Window Company of the Northeast.
The name change was effected by an amendment to the Company's Certificate of
Incorporation and a Certificate of Correction, of which a copy of each is
attached hereto as an exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
*3.1 Certificate of Amendment to the Company's
Certificate of Incorporation.
*3.2 Certificate of Correction to the Company's Certificate
of Amendment.
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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.
BISHOP MANUFACTURING COMPANY,
INCORPORATED
By: /s/ Jeff L. Hull
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Name: Jeff L. Hull
Title: Chief Financial Officer and
Secretary
Date: December 15, 1997
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INDEX TO EXHIBITS
EXHIBIT
NUMBER PAGE
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*3.1 Certificate of Amendment to the Company's Certificate of
Incorporation.
*3.2 Certificate of Correction to the Company's Certificate of
Amendment.
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*Filed herewith
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CERTIFICATE OF AMENDMENT
STOCK CORPORATION
Office of the Secretary of the State
30 Trinity Street / P.O. Box 150470 / Hartford, CT 06115-0470 /new/ 1-97
Space For Office Use Only
1. NAME OF CORPORATION:
Bishop Manufacturing Company, Incorporated
2. THE CERTIFICATE OF INCORPORATION IS (CHECK A., B. OR C.):
X A. AMENDED.
-------
B. AMENDED AND RESTATED.
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C. RESTATED.
-------
3. TEXT OF EACH AMENDMENT / RESTATEMENT:
1. The name of the corporation is Atrium Door and Window Company of the
Northeast.
4. VOTE INFORMATION (CHECK A., B. OR C.):
X A. THE RESOLUTION WAS APPROVED BY SHAREHOLDERS AS FOLLOWS:
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(SET FORTH ALL VOTING INFORMATION REQUIRED BY CONN. GEN. STAT. SECTION
33-800 AS AMENDED IN THE SPACE PROVIDED BELOW)
The number of shares of common stock, no par value, entitled to vote is
150. The vote required for adoption of the resolution was 101 shares. 150 shares
voted in favor of adoption of the resolution.
B. THE AMENDMENT WAS ADOPTED BY THE BOARD OF DIRECTORS WITHOUT
------- SHAREHOLDER ACTION. NO SHAREHOLDER VOTE WAS REQUIRED FOR
ADOPTION.
C. THE AMENDMENT WAS ADOPTED BY THE INCORPORATORS WITHOUT
------- SHAREHOLDER ACTION. NO SHAREHOLDER VOTE WAS REQUIRED FOR
ADOPTION.
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5. EXECUTION
Dated this 1st day of December, 1997
Randall S. Fojtasek President By: /s/ Randall S. Fojtasek
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Jeff L. Hull Secretary By: /s/ Jeff L. Hull
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PRINT OR TYPE NAME OF SIGNATORY CAPACITY OF SIGNATORY SIGNATURE
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CERTIFICATE OF CORRECTION
OF
ATRIUM DOOR AND WINDOW COMPANY NORTHEAST
(formerly Bishop Manufacturing Company, Incorporated)
(Pursuant to Section 33-611 of the Connecticut Business Corporation Act)
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Atrium Door and Window Company Northeast, formerly Bishop Manufacturing
Company, Incorporated, a Connecticut corporation (the "Corporation" ), does
hereby certify as follows:
1. The Corporation filed a Certificate of Amendment to its
Certificate of Incorporation to change the name of the
Corporation from Bishop Manufacturing Company, Incorporated to
Atrium Door and Window Northeast on December 2, 1997.
2. The Certificate of Incorporation was defective in that the
name should have been changed to "Atrium Door and Window
Company of the Northeast."
3. This Certificate of Correction corrects the Certificate of
Amendment filed on December 2, 1997.
4. Item Three of the Certificate of Amendment should correctly read
as follows:
"First: The name of the corporation is Atrium Door and Window
Company of the Northeast."
IN WITNESS WHEREOF, the undersigned hereby executes this Certificate
of Correction, this 11th day of December, 1997.
/s/ Randall S. Fojtasek
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Randall S. Fojtasek, President
