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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) or 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
ASSOCIATED MATERIALS INCORPORATED
(Exact name of registrant as specified in its charter)
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DELAWARE 75-1872487
(State of incorporation or organization) (I.R.S. Employer Identification No.)
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2200 ROSS AVENUE, SUITE 4100 EAST, DALLAS, TEXAS 75201
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [X]
Securities Act registration statement file number
to which this form relates: 333-42065
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Not applicable Not applicable
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $.0025 per share
(Title of class)
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Page 1 of 4 Pages
Exhibit Index Appears on Page 4
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This Form 8-A/A amends and restates the Form 8-A filed by Associated Materials
Incorporated (the "Company") with the Securities and Exchange Commission (the
"Commission") on October 14, 1994 and declared effective on December 13, 1994.
ITEM 1. Description of Registrant's Securities to be Registered.
The description of the Common Stock, $.0025 par value per share (the
"Common Stock"), of the Company set forth under the caption
"Description of Capital Stock" in Pre-Effective Amendment No. 2 to
the Registration Statement on Form S-1, filed by the Company with the
Commission on February 17, 1998, Commission File No. 333-42065
("Registration Statement No. 333-42065"), including exhibits is
hereby incorporated by reference.
ITEM 2. EXHIBITS.
Exhibit Number Exhibit
1 Specimen Stock Certificate (incorporated by
reference to Exhibit 4.15 to Registration
Statement No. 333-42065).
2 Restated Certificate of Incorporation of the
Company (incorporated by reference to
Exhibit 3.1 to the Company's Registration
Statement on Form S-1, Commission File No.
33-84110 ("Registration Statement No.
33-84110")).
3 Restated Bylaws of the Company (incorporated
by reference to Exhibit 3.2 to Registration
Statement No. 33-84110).
4 Registration Rights Agreement, dated as of
August 19, 1993, among the Company,
PruSupply Capital Assets, Inc.
("PruSupply"), W.W. Winspear, M.M. Winspear,
D.J. Allan, M.G. Winspear, D.W. Winspear,
R.L. Winspear, B.W. Meyer and The
Principal/Eppler, Guering & Turner, Inc.
(incorporated by reference to Exhibit 4.3 to
the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993 (the
"1993 Form 10-K").
5 Stockholders' Agreement, dated as of August
19, 1993, among the Company, PruSupply, W.W.
Winspear and M.M. Winspear (the
"Stockholders' Agreement") (incorporated by
reference to Exhibit 4.4 to the 1993 Form
10-K).
6 Amendment to the Stockholders' Agreement,
dated as of April 1, 1994, among the
Company, PruSupply, W.W. Winspear and M.M.
Winspear (incorporated by reference to
Exhibit 4.5 to Registration Statement No.
33-84110).
7 Second Amendment to the Stockholders'
Agreement, dated as of July 1, 1994, among
the Company, PruSupply, W.W. Winspear and
M.M. Winspear (incorporated by reference to
Exhibit 4.6 to Registration Statement No.
33-84110).
Page 2 of 4 Pages
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Exhibit Number Exhibit
8 Third Amendment to the Stockholders'
Agreement, dated as of October 12, 1994,
among the Company, The Prudential Insurance
Company of America ("Prudential") and the
Winspear Family Limited Partnership
(incorporated by reference to Exhibit 4.15
to Registration Statement No. 33-84110).
9 Assumption Agreement, effective as of July
29, 1994, by the Winspear Family Limited
Partnership (incorporated by reference to
Exhibit 4.7 to Registration Statement No.
33-84110).
10 Assumption Agreement, effective as of
September 30, 1994, by Prudential
(incorporated by reference to Exhibit 4.14
to Registration Statement No. 33-84110).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
ASSOCIATED MATERIALS INCORPORATED
Date: February 16, 1998 By: /s/ ROBERT L. WINSPEAR
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Robert L. Winspear
Vice President, Treasurer and Secretary
Page 3 of 4 Pages
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EXHIBIT INDEX
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Exhibit Number Description
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1 Specimen Stock Certificate (incorporated by reference to
Exhibit 4.15 to Registration Statement No. 333-42065).
2 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1, Commission File No.
33-84110 ("Registration Statement No. 33-84110")).
3 Restated Bylaws of the Company (incorporated by reference to
Exhibit 3.2 to Registration Statement No. 33-84110).
4 Registration Rights Agreement, dated as of August 19, 1993,
among the Company, PruSupply Capital Assets, Inc.
("PruSupply"), W.W. Winspear, M.M. Winspear, D.J. Allan,
M.G. Winspear, D.W. Winspear, R.L. Winspear, B.W. Meyer and
The Principal/Eppler, Guering & Turner, Inc. (incorporated
by reference to Exhibit 4.3 to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1993
(the "1993 Form 10-K").
5 Stockholders' Agreement, dated as of August 19, 1993, among
the Company, PruSupply, W.W. Winspear and M.M. Winspear (the
"Stockholders' Agreement") (incorporated by reference to
Exhibit 4.4 to the 1993 Form 10-K).
6 Amendment to the Stockholders' Agreement, dated as of
April 1, 1994, among the Company, PruSupply, W.W. Winspear
and M.M. Winspear (incorporated by reference to Exhibit 4.5
to Registration Statement No. 33-84110).
7 Second Amendment to the Stockholders' Agreement, dated as of
July 1, 1994, among the Company, PruSupply, W.W. Winspear
and M.M. Winspear (incorporated by reference to Exhibit 4.6
to Registration Statement No. 33-84110).
8 Third Amendment to the Stockholders' Agreement, dated as of
October 12, 1994, among the Company, The Prudential
Insurance Company of America ("Prudential") and the Winspear
Family Limited Partnership (incorporated by reference to
Exhibit 4.15 to Registration Statement No. 33-84110).
9 Assumption Agreement, effective as of July 29, 1994, by the
Winspear Family Limited Partnership (incorporated by
reference to Exhibit 4.7 to Registration Statement No.
33-84110).
10 Assumption Agreement, effective as of September 30, 1994, by
Prudential (incorporated by reference to Exhibit 4.14 to
Registration Statement No. 33-84110).
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Page 4 of 4 Pages
