ATRIUM DOOR & WINDOW CO OF NEW YORK
8-K, 1997-12-18
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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):  DECEMBER 1, 1997


                          -------------------------

                   BISHOP MANUFACTURING CO. OF NEW YORK, INC.
             (Exact name of Registrant as specified in its charter)



<TABLE>
    <S>                                    <C>                                   <C>
             CONNECTICUT                         333-20095-04                          06-1351269
           (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)
</TABLE>



      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 Co. of New York, Inc. (the
"Company") changed its name to Atrium Door and Window Company of New York.  The
name change was effected by an amendment to the Company's Certificate of
Incorporation, a copy of which 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.





- ---------------------
*Filed herewith
<PAGE>   3
                                   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 CO. OF
                              NEW YORK, INC.



                              By:/s/ Jeff L. Hull
                                 ---------------------------------
                              Name:    Jeff L. Hull
                              Title:   Chief Financial Officer and
                                               Secretary


Date:    December 15, 1997
<PAGE>   4
                               INDEX TO EXHIBITS


EXHIBIT
NUMBER                                                                     PAGE
- -------                                                                    ----

  *3.1           Certificate of Amendment to the Company's Certificate of
                 Incorporation.





- ------------------
*Filed herewith

<PAGE>   1
                            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 of New York, Inc.

2.  THE CERTIFICATE OF INCORPORATION IS (CHECK A., B. OR C.):

  X        A.  AMENDED.
- ----------
           B.  AMENDED AND RESTATED.
- ----------
           C.  RESTATED.
- ----------

3. TEXT OF EACH AMENDMENT / RESTATEMENT:

           1.  The name of the corporation is Atrium Door and Window
               Company of New York

4. VOTE INFORMATION (CHECK A., B. OR C.):

  X        A.  THE RESOLUTION WAS APPROVED BY SHAREHOLDERS AS FOLLOWS:
- ----------

         (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
1,000.  The vote required for adoption of the resolution was 667 shares.  1,000
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.
<PAGE>   2
                                  5. EXECUTION

                      Dated this 1st day of December, 1997


<TABLE>
    <S>                                      <C>                      <C><C>
    Randall S. Fojtasek                      President                By: /s/ Randall S. Fojtasek
                                                                          -----------------------
    Jeff L. Hull                             Secretary                By: /s/ Jeff L. Hull    
                                                                          -----------------------


    PRINT OR TYPE NAME OF SIGNATORY          CAPACITY OF SIGNATORY           SIGNATURE
</TABLE>


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