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FORM 10-K.-ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended: December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file Number: 0-25634
AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware 87-0365268
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(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
755 Boardman-Canfield Road
South Bridge Executive Center
Building G-West
Boardman, Ohio 44512
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(Address of principal executive offices) Zip Code)
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Registrant's telephone number, including area code: (330) 965-9910
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 Par Value
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(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (12) months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past ninety (90) days. Yes [X] No [ ]
Indicate by check mark, if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes [ ] No [X]
State the aggregate market value of the voting stock held by nonaffiliates of
the Registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within sixty (60) days prior to the date of
filing. (See definition of affiliate in Rule 405, 17 CFR 230.405).
$7,078,708 as of March 25, 1998
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE (5) YEARS:
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Not Applicable
APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock, as of the latest practicable date.
13,458,479 shares of Common Stock, $.001 par value, as of March 28, 1998. There
are no other classes of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933: Refer to Annual Report sections for Part
II Items 6, 7 and 8.
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northern United States. American Glassmith also
manufactures laminated glass which is sold under the Sumiglass trademark.
Sumiglass products are distributed nationally and are used in a variety of
applications, including doors, windows, sidelites, room partitions, office
dividers, skylights and glass handrails.
The Company's operating subsidiaries currently market their products primarily
in the continental United States. Although currently not significant, the
Company plans to explore opportunities to increase exports of products. The
Company as a consolidated unit is not dependent on any single customer or small
group of customers and does not expect to derive a substantial portion of its
sales from such customers.
FORWARD-LOOKING STATEMENTS
Certain statements in the Company's Form 10-K and in future filings by the
Company with the Securities and Exchange Commission and in the Company's written
and oral statements made by or with the approval of an authorized executive
officer constitute "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934, and the Company contends that such forward-looking statements be
subject to the safe harbors created thereby. These forward-looking statements
reflect the Company's current view with respect to future events and financial
performance, but are subject to many uncertainties and factors relating to the
Company's operations and business environment which may cause the actual results
of the Company to be materially different from any future results expressed or
implied by such forward-looking statements. Examples of such uncertainties
include, but are not limited to, changes in customer demand and requirements,
changes in general economic conditions, changes in federal income tax laws and
regulations, competition, unanticipated expenses and delays in the integration
of newly-acquired companies and industry specific factors. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements whether as a result of new information, future events or otherwise.
SEGMENTS
The Company operates in two separate segments. The first includes the
manufacturing and distribution of residential and specialty commercial
fenestration products. The product lines within this segment include aluminum,
wood and vinyl windows, doors, and other fenestration products such as storm
windows and doors, and decorative glass. The second classification is large
contract commercial fenestration products including aluminum windows, security
windows, screens and doors used primarily in commercial buildings such as
schools and dormitories, office and governmental buildings and low-income
housing. See Note 13 to the Company's audited consolidated financial statements.
ITEM 2. PROPERTIES
The Company's principal manufacturing facilities and administrative offices are
located at the following sites:
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Products
Owned/ Manufactured/
Location Size (ft 2) Leased Services Performed
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Eagle
Dubuque, Iowa........ 320,000 Owned Wood windows and
doors and aluminum-
clad windows and
doors;
administration
Taylor Door
West Branch,
Michigan........... 210,000 Owned Custom insulated
steel entry
systems, steel
garage doors and
vinyl-clad doors
Mallyclad
Madison Heights,
Michigan........... 39,000 Leased Vinyl-metal
laminates, steel
processing
Forte
Youngstown, Ohio..... 156,000 Owned Aluminum windows
and security
windows, screens
and doors
Western
Phoenix, Arizona..... 46,600 Leased Custom aluminum
windows and doors
Corporate
Headquarters
Boardman, Ohio....... 6,400 Leased Executive offices;
administration
Thermetic
Toluca, Illinois..... 70,000 Owned Vinyl doors and
windows
Danvid
Carrollton, Texas.... 169,000 Leased Aluminum windows
and doors; vinyl
windows
Binnings
Lexington, North
Carolina........... 268,000 Owned Vinyl windows,
aluminum windows
and storm windows
and doors;
administration
Binnings
Aventura, Florida.... 158,000 Owned Aluminum windows;
patio doors;
aluminum
extrusions;
distribution
American Glassmith
Columbus, Ohio....... 60,000 Leased Decorative glass
lites and laminated
glass products
Modern
Detroit, Michigan.... 28,000 Owned Vinyl doors and
windows
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TOTAL.............. 1,531,000
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The Company also operates six distribution centers in Florida and one in
Colorado. Management believes the
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EXHIBIT INDEX
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2.1 Agreement and Plan of Merger, dated as of November 10, 1997,
by and among American Architectural Products Corporation,
BBPI Acquisition Corporation and Binnings Building Products,
Inc. ....................................................... D
2.2 Asset Purchase Agreement, dated as of November 10, 1997, by
and among DCI/DWC Acquisition Corporation, Danvid Company,
Inc. and Danvid Window Company. ............................ D
2.3 Shareholders Agreement in Support of Asset Purchase
Agreement, dated as of November 10, 1997, by and among
Daniel Crawford, Karen Crawford, David Crawford, Paul Comer
and DCI/DWC Acquisition Corporation. ....................... D
2.4 Asset Purchase Agreement, dated as of December 10, 1997, by
and among American Architectural Products Corporation,
American Glassmith Acquisition Corporation and American
Glassmith, Inc. ............................................ D
2.5 Agreement, dated as of December 10, 1997, by and among
American Architectural Products Corporation, Modern Window
Acquisition Corporation and Modern Window Corporation. ..... D
2.6 Agreement and Plan of Reorganization, dated October 25,
1996, between Forte Computer Easy, Inc. and AAP Holdings,
Inc. ....................................................... B
3.1 Certificate of Incorporation of American Architectural
Products Corporation. ...................................... C
3.2 Bylaws of American Architectural Products Corporation. ..... C
3.3 Certificate of Incorporation of American Glassmith
Acquisition Corporation. ................................... F
3.4 Bylaws of American Glassmith Acquisition Corporation. ...... F
3.5 Amended and Restated Certificate of Incorporation of
Binnings Building Products, Inc. ........................... F
3.6 Bylaws of Binnings Building Products, Inc. ................. F
3.8 Bylaws of Danvid Window Company. ........................... F
3.9 Certificate of Incorporation of Eagle & Taylor Company, as
amended. ................................................... F
3.10 Bylaws of Eagle & Taylor Company. .......................... F
3.11 Articles of Incorporation of Forte, Inc. ................... F
3.12 Code of Regulations of Forte, Inc. ......................... F
3.13 Certificate of Incorporation of Modern Window Acquisition
Corporation. ............................................... F
3.14 Bylaws of Modern Window Acquisition Corporation. ........... F
3.15 Certificate of Incorporation of Thermetic Glass, Inc., as
amended. ................................................... F
3.16 Bylaws of Thermetic Glass, Inc. ............................ F
3.17 Articles of Incorporation of Western Insulated Glass,
Co. ........................................................ F
3.18 Bylaws of Western Insulated Glass, Co. ..................... F
4.1 Form of American Architectural Products Corporation Common
Stock Certificate. ......................................... E
4.2 Indenture dated as of December 10, 1997 with respect to
11 3/4% Senior Notes due 2007 among American Architectural
Products Corporation, as issuer, American Glassmith
Acquisition Corporation, BBPI Acquisition Corporation,
DCI/DWC Acquisition Corporation, Eagle & Taylor Company,
Forte, Inc., Modern Window Acquisition Corporation,
Thermetic Glass, Inc., and Western Insulated Glass, Co., as
subsidiary guarantors, and United States Trust Company of
New York, as trustee. ...................................... D
10.1 1992 Incentive Stock Option Plan. .......................... A
10.2 1996 Stock Option Plan. .................................... C
10.3 Employment Agreement, dated November 17, 1997, between Frank
J. Amedia and American Architectural Products
Corporation. ............................................... F
10.4a Lease Agreement, dated December 1989, between Centre
Consolidated Properties, Ltd. and Danvid Company, Inc. ..... F
10.4b Lease Extension Agreement to Industrial Lease Agreement
between Beltline Business Center Limited Partnership and
Danvid Company, Inc. ....................................... F
10.5 Business Property Lease, dated as of June 25, 1996, between
C. Lane Mally and Mallyclad Corporation. ................... F
10.6a Lease Agreement, dated November 28, 1990, between J.M.J.
Partnership and The New Edgehill Co, Inc. .................. F
10.6b Lease Modification No. 1, dated October 19, 1992, between
J.M.J. Partnership and The American Glassmith, Inc., f/k/a
The New Edgehill Co., Inc. ................................. F
10.6c Lease Modification No. 2, dated June 8, 1993, between J.M.J.
Partnership and The American Glassmith, Inc. ............... F
10.6d Lease Modification No. 3, dated January 31, 1995, between
J.M.J. Partnership and American Glassmith, Inc. ............ F
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10.6e Lease Modification No. 4, dated as of March 31, 1995,
between J.M.J. Partnership and American Glassmith, Inc. .... F
10.6f Lease Modification No. 5, dated as of August 31, 1995,
between J.M.J. Partnership and American Glassmith, Inc. .... F
10.6g Lease Modification No. 6, dated June 19, 1996, between
J.M.J. Partnership and American Glassmith, Inc. ............ F
10.7 Lease Agreement, dated March 14, 1997, by and among Benny J.
Ellis and Linda M. Ellis and Western Insulated Glass,
Co. ........................................................ F
10.8 Purchase Agreement, dated as of December 4, 1997, by and
among American Architectural Products Corporation, NatWest
Capital Markets Limited and McDonald & Company Securities,
Inc. ....................................................... D
10.9 Exchange and Registration Rights Agreement, dated as of
December 10, 1997, by and among American Architectural
Products Corporation, American Glassmith Acquisition
Corporation, BBPI Acquisition Corporation, DCI/DWC
Acquisition Corporation, Eagle & Taylor Company, Forte,
Inc., Modern Window Acquisition Corporation, Thermetic
Glass, Inc., Western Insulated Glass, Co., NatWest Capital
Markets Limited and McDonald & Company Securities, Inc. .... D
12 Statements re: Computation of Ratios........................ F
13 Annual Report............................................... *
21 Subsidiaries of American Architectural Products
Corporation................................................. *
27 Financial Data Schedules.................................... *
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* Filed herewith.
A Incorporated by reference to Amendment No. 1 to the Company's Registration
Statement on Form 10-SB filed November 22, 1996.
B Incorporated by reference to the Company's Current Report on Form 8-K dated
October 25, 1996.
C Incorporated by reference to the Company's definitive Information Statement
relating to the special meeting of shareholders held on April 1, 1997.
D Incorporated by reference to the Company's Current Report on Form 8-K dated
December 10, 1997.
E Incorporated by reference to Amendment No. 2 to the Company's Registration
Statement on Form 10-SB filed April 17, 1997.
F Incorporated by reference to the Company's Registration Statement on Form S-4
filed January 15, 1998.
Item 14(b)
The Company filed one report on Form 8-K during the fourth quarter of 1997. The
current report, dated December 10, 1997, reported the acquisitions by the
Company of Binnings, Danvid, American Glassmith and Modern and the Offering by
the Company pursuant to Rule 144A of its $125,000,000 11 3/4% Senior Notes due
2007.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
AMERICAN ARCHITECTURAL PRODUCTS CORP.
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April 13, 1998 By: /s/ FRANK J. AMEDIA
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Frank J. Amedia
President and Chief Executive Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934, this
report on Form 10-K/A has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated:
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Signature Title Date
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Chairman of the Board of Directors March 31, 1998
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George S. Hofmeister
/s/ FRANK J. AMEDIA President (Principal Executive Officer) and Director March 31, 1998
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Frank J. Amedia
/s/ RICHARD L. KOVACH Chief Financial Officer (Principal Financial March 31, 1998
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Richard L. Kovach
/s/ JOSEPH DOMINIJANNI Treasurer and Director March 31, 1998
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Joseph Dominijanni
/s/ JOHN J. CAFARO Director March 31, 1998
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John J. Cafaro
/s/ W. R. JACKSON, JR. Director March 31, 1998
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W. R. Jackson, Jr.
Director March 31, 1998
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John Masternick
Director March 31, 1998
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James E. Phillips
/s/ CHARLES E. TREBILCOCK Director March 31, 1998
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Charles E. Trebilcock
/s/ JAMES K. WARREN Director March 31, 1998
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James K. Warren
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