<PAGE>
As filed with the Securities and Exchange Commission on February 3, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
APOGEE ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-0919654
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
7900 Xerxes Avenue South
Suite 1800
Minneapolis, Minnesota 55431
(612) 835-1874
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Terry L. Hall Robert A. Rosenbaum, Esq.
Chief Financial Officer Dorsey & Whitney LLP
Apogee Enterprises, Inc. Pillsbury Center South
Suite 1800 220 South Sixth Street
Minneapolis, Minnesota 55431 Minneapolis, Minnesota 55402
(612) 835-1874 (612) 340-5681
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================
Proposed Proposed
Title of Each Amount Maximum Maximum Amount of
Class of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share* Offering Price* Fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.33-1/3 par value) 215,121 $37.25 $8,013,257.25 $2,429
================================================================================================
</TABLE>
* Estimated solely for purposes of computing the registration fee and based
upon the average of the high and low sales prices for such Common Stock
on January 29, 1997, as reported on the NASDAQ National Market.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED FEBRUARY 3, 1997
PROSPECTUS
APOGEE ENTERPRISES, INC.
_________________
215,121 SHARES
OF
COMMON STOCK
($.33-1/3 PAR VALUE)
_________________
This Prospectus relates to an aggregate of 215,121 shares (the "Shares") of
Common Stock, par value $.33-1/3 per share (the "Common Stock"), of Apogee
Enterprises, Inc., a Minnesota corporation ("Apogee" or the "Company"), that may
be sold from time to time by The Gene R. Cohen Revocable Trust (the "Selling
Shareholder"). See "Selling Shareholder." The Company will not receive any
proceeds from the sale of the Shares. The Company has agreed to pay the expenses
of registration of the Shares, including certain legal and accounting fees.
On January 13, 1997, the Company declared a stock split in the form of a
100% Common Stock dividend (the "Stock Split Dividend") payable February 14,
1997 to holders of record on January 28, 1997. Pursuant to the Securities Act of
1933, as amended, this Prospectus will be deemed to cover the additional 215,121
shares of Common Stock of the Company payable in respect of the Shares pursuant
to the Stock Split Dividend.
Any or all of the Shares may be offered from time to time in transactions
on the NASDAQ National Market, in brokerage transactions at prevailing market
prices or in transactions at negotiated prices. See "Plan of Distribution."
The Shares offered hereby have not been registered under the blue sky or
securities laws of any jurisdiction, and any broker or dealer should assure the
existence of an exemption from registration or effectuate such registration in
connection with the offer and sale of the Shares.
The Common Stock is traded on the NASDAQ National Market under the symbol
"APOG." On January 31, 1997, the closing price of the Common Stock on the
NASDAQ National Market was $37.75 per share.
_________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offer contained herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, any securities offered hereby in any jurisdiction in which
it is not lawful or to any person to whom it is not lawful to make any such
offer or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that
information herein is correct as of any time subsequent to the date hereof.
The date of this Prospectus is February 3, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional offices at 7
World Trade Center, Suite 1300, New York, New York 10048 and CitiCorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission also maintains a World Wide Web site which provides on-line access to
registration statements, reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission
at the address "http://www.sec.gov." This Prospectus does not contain all the
information set forth in the Registration Statement and exhibits thereto which
the Company has filed with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"), and to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company which have been filed with the
Commission are hereby incorporated by reference in this Prospectus:
(a) the Annual Report on Form 10-K for the year ended March 2, 1996;
(b) the Quarterly Report on Form 10-Q for the quarter ended June 1, 1996;
(c) the Quarterly Report on Form 10-Q for the quarter ended
August 31, 1996;
(d) the Quarterly Report on Form 10-Q for the quarter ended
November 30, 1996;
(e) the Current Report on Form 8-K dated October 31, 1996;
(f) the Current Report on Form 8-K dated January 13, 1997; and
(g) the description of the Company's Common Stock contained in the
Company's Registration Statement filed pursuant to Section 12 of the
Exchange Act and any amendment or report filed for the purpose of
updating any such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement contained herein or
in a document all or part of which is incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than certain exhibits to such documents). Requests for such copies should be
directed to the Company, 7900 Xerxes Avenue South, Suite 1800, Minneapolis,
Minnesota 55431-1159, Attention: Corporate Secretary. Telephone requests may be
directed to the Corporate Secretary at (612) 835-1874.
-2-
<PAGE>
APOGEE ENTERPRISES, INC.
GENERAL
Apogee Enterprises, Inc. is a holding company primarily engaged, through
its operating subsidiaries, in the fabrication, distribution and installation of
value-added glass products and window and curtainwall systems. Almost two-thirds
of the Company's revenues are generated from the nonresidential construction
market, with the other one-third coming from operations serving the auto glass
market. Three business segments comprise Apogee's operations: Building Products
& Services (BPS) serves certain sectors of the commercial and institutional,
detention and security building markets, Glass Technologies (GT) serves the
construction and imaging and display markets, and Automotive Glass (AG) serves
the automotive glass repair and replacement market.
Building Products & Services
The Company's Building Products & Services segment operates principally in
the design, engineering and installation of custom and standard curtainwall and
window systems for commercial and institutional, as well as specialized and
detention and security, building products and services. BPS's operating units
include detention and security companies, full service glazing units, a global
new construction curtainwall contractor and metal fabricating and finishing
businesses.
Glass Technologies
The businesses of the Glass Technologies segment add value to ordinary
glass through fabrication of complex coated glass products which provide
strength, energy efficiency in high-rise structures and optical clarity for
mirrors, glare filter screens and picture frame glass. The operating units in
this segment include the Viracon architectural glass unit, the Tru Vue picture
framing glass unit and the two coating units, Marcon Coatings (Marcon) and
Viratec Thin Films (Viratec).
Viracon fabricates finished glass products and provides glass coating
services, primarily under the "Viracon" and "Marcon Coatings" names. These
operating units purchase flat, unprocessed glass in bulk quantities from which a
variety of glass products are fabricated, including insulating, tempered and
laminated architectural glass, security glass and laminated industrial glass.
Automotive Glass
The Automotive Glass segment is engaged in the automotive replacement glass
business through the Harmon Glass service centers (retail), Glass Depot
wholesale distribution centers (wholesale) and Curvlite fabrication center.
The Company was incorporated under the laws of the State of Minnesota in
1949. The Company's principal offices are located at 7900 Xerxes Avenue South,
Suite 1800, Minneapolis, Minnesota 55431-1159 and its telephone number at that
address is (612) 835-1874. For further information concerning the Company, see
the documents incorporated by reference herein as described under "Incorporation
of Certain Documents by Reference."
RECENT DEVELOPMENTS
On January 3, 1997, the Company, through its wholly owned subsidiary,
Harmon Glass Company, completed the acquisition of American Management Group
("AMG") for $9.1 million of Apogee Common Stock. AMG, which does business under
the name Portland Glass, is based in Portland, Maine and operates 46 retail auto
glass shops in Maine, Massachusetts, New York, New Hampshire and Vermont.
On January 13, 1997, the Company announced a stock split in the form of a
100% Common Stock dividend payable February 14, 1997 to holders of record on
January 28, 1997 (the "Stock Split Dividend").
-3-
<PAGE>
USE OF PROCEEDS
The Shares will be offered and sold by the Selling Shareholder for its own
account. The Company will not receive any proceeds from the sale of the Shares
pursuant to this Prospectus. The Company has agreed to pay the expenses of
registration of the Shares, including the first $10,000 of legal fees of the
Selling Shareholder.
SELLING SHAREHOLDER
The maximum number of Shares that may be sold by the Selling Shareholder
pursuant to this Prospectus is 215,121. Such number will be adjusted by an
additional 215,121 shares of Common Stock of the Company payable to the Selling
Shareholder in respect of the Shares pursuant to the Stock Split Dividend. The
Selling Shareholder beneficially owned no other shares of the Company's Common
Stock as of February 3, 1997.
The Selling Shareholder is the sole former shareholder of AMG. The Selling
Shareholder acquired the Shares in connection with Apogee's acquisition of AMG
on January 3, 1997. Pursuant to the AMG acquisition, Apogee acquired all of the
issued and outstanding shares of common stock of AMG in exchange for the Shares.
PLAN OF DISTRIBUTION
The Selling Shareholder may offer and sell the Shares from time to time in
transactions on the NASDAQ National Market, in brokerage transactions at
prevailing market prices or in transactions at negotiated prices. Sales may be
made to or through brokers or dealers who may receive compensation in the form
of discounts, concessions or commissions from the Selling Shareholder or the
purchasers of Shares for whom such brokers or dealers may act as agent or to
whom they may sell as principal, or both. As of the date of this Prospectus, the
Company is not aware of any agreement, arrangement or understanding between any
broker or dealer and the Selling Shareholder.
The Selling Shareholder and any brokers or dealers acting in connection
with the sale of the Shares hereunder may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any commissions received
by them and any profit realized by them on the resale of Shares as principals
may be deemed underwriting compensation under the Securities Act.
EXPERTS
The consolidated financial statements as of March 2, 1996 and February 25,
1995 and for each of the years in the three-year period ended March 2, 1996
incorporated by reference in this Prospectus and elsewhere in the Registration
Statement have been audited by KPMG Peat Marwick LLP, independent auditors, as
set forth in their report thereon incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
LEGAL MATTERS
The validity of the Shares offered hereby has been passed upon for the
Company by Dorsey & Whitney LLP, 220 South Sixth Street, Minneapolis, Minnesota
55402.
-4-
<PAGE>
- --------------------------------------------------------------------------------
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company, any Selling Shareholder
or any other person. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy to any person in any jurisdiction in which such
offer or solicitation would be unlawful or to any person to whom it is unlawful.
Neither the delivery of this Prospectus nor any offer or sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company or that the information contained herein is
correct as of any time subsequent to the date hereof.
TABLE OF CONTENTS
Page
----
Available Information...................................................... 2
Incorporation of Certain Documents By Reference............................ 2
Apogee Enterprises, Inc.................................................... 3
Use of Proceeds............................................................ 4
Selling Shareholder........................................................ 4
Plan of Distribution....................................................... 4
Experts.................................................................... 4
Legal Matters.............................................................. 4
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
215,121 Shares
APOGEE ENTERPRISES, INC.
Common Stock
_____________
PROSPECTUS
_____________
February 3, 1997
- --------------------------------------------------------------------------------
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee................ $2,429
Accounting Fees and Expenses........ 1,000
Legal Fees and Expenses............. 2,500
Miscellaneous....................... 1,571
------
Total............................. $7,500
======
All fees and expenses other than the SEC registration fee are estimated.
The expenses listed above will be paid by the Company.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company is subject to Minnesota Statutes, Chapter 302A. Section
302A.51, provides that a corporation shall indemnify any person made or
threatened to be made a party to a proceeding by reason of the former or present
official capacity (as defined) of such person against judgments, penalties,
fines, including, without limitation, excise taxes assessed against such person
with respect o an employee benefit plan, settlements and reasonable expenses,
including attorneys' fees and disbursements, incurred by such person in
connection with the proceeding, if, with respect to the acts of omissions of
such person complained of in the proceedings, such person (1) has not been
indemnified therefore by another organization or employee benefit plan; (2)
acted in good faith; (3) received no improper personal benefit and Section
302A.255 (with respect to director conflicts of interest), if applicable, has
been satisfied; (4) in the case of a criminal proceedings, had no reasonable
cause to believe the conduct was unlawful; and (5) reasonably believed that the
conduct was in the best interests of the corporation in the case of acts or
omissions in such person's official capacity for the corporation, or reasonably
believed that the conduct was not opposed to the best interests of the
corporation in the case of acts or omissions in such person's official capacity
for other affiliated organization.
The Company has a Directors' and Officers' Liability Insurance Policy with
coverage of $20 million, subject to various deductibles and exclusions from
coverage. There is no coverage for liabilities arising in connection with the
filing of a Registration Statement by the Company under the Securities Act of
1933 or under any underwriting agreement entered into in connection with the
public offering of securities.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
ITEM 16. LIST OF EXHIBITS
5 Opinion of Dorsey & Whitney LLP regarding legality.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 to
this Registration Statement).
24 Power of Attorney.
II-1
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change to such information in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) under the Securities Act if, in the
aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change in the information set forth in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Minneapolis, State of
Minnesota, on February 3, 1997.
APOGEE ENTERPRISES, INC.
By /s/ Donald W. Goldfus
-------------------------------------
Donald W. Goldfus
Chairman of the Board of Directors,
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
By /s/ Donald W. Goldfus Dated: February 3, 1997
------------------------------------------
Donald W. Goldfus
Chairman of the Board of Directors,
Chief Executive Officer and President
By /s/ Terry L. Hall Dated: February 3, 1997
------------------------------------------
Terry L. Hall
Vice President and Chief Financial Officer
By /s/ Percy C. Tomlinson, Jr. Dated: February 3, 1997
------------------------------------------
Percy C. Tomlinson, Jr.
Treasurer and Secretary
By /s/ Anthony L. Andersen Dated: February 3, 1997
------------------------------------------
Anthony L. Andersen
Director
By /s/ Paul B. Burke Dated: February 3, 1997
------------------------------------------
Paul B. Burke
Director
By /s/ Barbara B. Grogan Dated: February 3, 1997
------------------------------------------
Barbara B. Grogan
Director
By /s/ Harry A. Hammerly Dated: February 3, 1997
------------------------------------------
Harry A. Hammerly
Director
II-3
<PAGE>
By /s/ James L. Martineau Dated: February 3, 1997
------------------------------------------
James L. Martineau
Executive Vice President and Director
By /s/ Stephen C. Mitchell Dated: February 3, 1997
------------------------------------------
Stephen C. Mitchell
Director
By /s/ Laurence J. Niederhofer Dated: February 3, 1997
------------------------------------------
Laurence J. Niederhofer
Director
By /s/ D. Eugene Nugent Dated: February 3, 1997
------------------------------------------
D. Eugene Nugent
Director
II-4
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
5 Opinion of Dorsey & Whitney LLP regarding legality
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5)
24 Power of Attorney
<PAGE>
EXHIBIT 5
[Dorsey & Whitney LLP Letterhead]
February 3, 1997
Apogee Enterprises, Inc.
7900 Xerxes Avenue South
Suite 1800
Minneapolis, Minnesota 55431
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Apogee Enterprises, Inc., a Minnesota
corporation (the "Company"), in connection with a Registration Statement on
Form S-3 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating
to the sale of up to 215,121 shares of common stock of the Company, par
value $.33-1/3 per share ("Common Stock"), of which all such shares will be
sold from time to time by the Selling Shareholder named in the Registration
Statement, on the NASDAQ National Market or otherwise, directly or through
underwriters, brokers or dealers.
We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of our
opinions set forth below. In rendering our opinions set forth below, we
have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures and the conformity to
authentic originals of all documents submitted to us as copies. We have
also assumed the legal capacity for all purposes relevant hereto of all
natural persons and, with respect to all parties to agreements or
instruments relevant hereto other than the Company, that such parties had
the requisite power and authority (corporate or otherwise) to execute,
deliver and perform such agreements or instruments, that such agreements or
instruments have been duly authorized by all requisite action (corporate or
otherwise), executed and delivered by such parties and that such agreements
or instruments are the valid, binding and enforceable obligations of such
parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the shares of
Common Stock to be sold by the Selling Shareholder pursuant to the
Registration Statement have been duly authorized by all requisite corporate
action and are validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading
"Legal Matters" in the Prospectus constituting part of the Registration
Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
Dorsey & Whitney LLP
RAR
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Apogee Enterprises, Inc.:
We consent to the use of our report dated April 12, 1996, relating to the
consolidated balance sheets of Apogee Enterprises, Inc. and subsidiaries as
of March 2, 1996 and February 25, 1995 and the related consolidated
statements of operations, stockholders' equity and cash flows for each of
the years in the three-year period ended March 2, 1996 incorporated by
reference in the Registration Statement on Form S-3 and related Prospectus
and to the reference to our Firm under the heading "Experts" in the
Registration Statement and related Prospectus.
KPMG PEAT MARWICK LLP
Minneapolis, Minnesota
January 31, 1997
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints each of Terry L. Hall, Robert Barbieri and Percy C.
Tomlinson, Jr., with full power to each to act without the other, his true and
lawful attorney-in-fact and agent with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign the
Registration Statement on Form S-3 of Apogee Enterprises, Inc. (the "Company")
relating to an aggregate of 215,121 shares of Company Common Stock that may be
sold from time to time by The Gene R. Cohen Revocable Trust, and any or all
amendments or post-effective amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each such attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on
this third day of February, 1997, by the following persons:
/s/ Donald W. Goldfus /s/ Harry A. Hammerly
- ---------------------------- ----------------------------
Donald W. Goldfus Harry A. Hammerly
/s/ Terry L. Hall /s/ James L. Martineau
- ---------------------------- ----------------------------
Terry L. Hall James L. Martineau
/s/ Percy C. Tomlinson, Jr. /s/ Stephen C. Mitchell
- ---------------------------- ----------------------------
Percy C. Tomlinson, Jr. Stephen C. Mitchell
/s/ Anthony L. Andersen /s/ Laurence J. Niederhofer
- ---------------------------- ----------------------------
Anthony L. Andersen Laurence J. Niederhofer
/s/ Paul B. Burke /s/ D. Eugene Nugent
- ---------------------------- ----------------------------
Paul B. Burke D. Eugene Nugent
/s/ Barbara B. Grogan
- ----------------------------
Barbara B. Grogan
