<PAGE> 1
As filed with the Securities and Exchange Commission on April 22, 1994
Registration No. 33-52371
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------------
PLY GEM INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
-------------------
Delaware 11-1727150
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
--------------------
777 Third Avenue, New York, New York 10017 (212) 832-1550
(Address, including Zip Code, and Telephone Number, including Area Code, of
Registrant's Principal Executive Offices)
--------------------
JEFFREY S. SILVERMAN
Ply Gem Industries, Inc.
777 Third Avenue, New York, New York 10017 (212) 832-1550
(Name, Address, including Zip Code, and Telephone Number, including Area Code,
of Agent for Service)
Copies to:
ELIHU H. MODLIN, ESQ. PETER S. KOLEVZON, ESQ.
EAB Plaza, Uniondale, New York 11556 Kramer, Levin, Naftalis,
(516) 794-4600 Nessen, Kamin & Frankel
919 Third Avenue
New York,New York 10022
(212) 715-9100
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EXPLANATORY NOTE
This Post-effective Amendment No. 1 to Registration Statement
No. 33-52371 is filed in accordance with the undertakings of Ply Gem
Industries, Inc. (the "Company") contained in Item 17 to the Registration
Statement. The purpose of this Post-effective Amendment No. 1 is to deregister
the 2,753,500 shares of Common Stock, $.25 par value ("Common Stock") of the
Company registered pursuant to such Registration Statement.
Through March 23, 1994, the Conversion Expiration Date, holders of
$49,963,000 principal amount of the Company's 10% Convertible Senior
Subordinated Discount Debentures Due 2008 (the "Debentures") converted them into
2,751,349 shares of Common Stock. The remaining $37,000 principal amount of
the Debentures was redeemed by the Company. Insofar as substantially all of
the Debentures were converted into Common Stock, the Company and PaineWebber
Incorporated terminated their Standby Agreement on March 24, 1994.
Accordingly, this Post-effective Amendment No. 1 is filed to deregister the
2,753,500 shares of Common Stock subject to purchase under the Standby
Agreement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
post-effective amendment No. 1 to the registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of New
York, State of New York, on April 22, 1994.
PLY GEM INDUSTRIES, INC.
By: /s/ JEFFREY S. SILVERMAN
------------------------
Jeffrey S. Silverman
Chairman, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment No. 1 to the registration statement has been signed by
the following persons in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ JEFFREY S. SILVERMAN
- ---------------------------- Chairman, Chief Executive April 22, 1994
Jeffrey S. Silverman Officer (Principal Executive
Officer) and Director
*
- --------------------------- Executive Vice President April 22, 1994
Herbert P. Dooskin and Director
*
- --------------------------- Treasurer April 22, 1994
Stanford Zeisel (Principal Financial Officer)
</TABLE>
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<TABLE>
<S> <C> <C>
*
- ----------------------------- Controller April 22, 1994
Jerome Baum
*
- ----------------------------- Director April 22, 1994
David Gotterer
*
- ----------------------------- Director April 22, 1994
Elihu H. Modlin
*By: /s/ JEFFREY S. SILVERMAN
------------------------- April 22, 1994
Jeffrey S. Silverman
Attorney-in-fact
</TABLE>
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