SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): June 24, 1997
PLY GEM INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-4087 11-1727150
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(State or Other Jurisdiction (Commission (IRS employer
of Incorporation) File Number) Identification No.)
777 Third Avenue, New York, New York 10017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 832-1550
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Not Applicable
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(former name or former address, if changed since last report)
Item 5. Other Events.
On June 24, 1997, Ply Gem Industries, Inc. (the "Company")
entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Atrium Acquisition Holdings Corp., a Delaware
corporation ("Parent") and Atrium/PG Acquisition Corp., a
Delaware corporation ("Merger Sub"). Parent is a subsidiary of
Atrium Corporation, a Delaware corporation ("Atrium"), which is a
party to the Merger Agreement for certain limited purposes
described therein. Parent and Atrium are affiliates of the
investment firm Hicks, Muse, Tate & Furst, Inc.
Pursuant to the Merger Agreement, and subject to the terms
and conditions thereof, Merger Sub will be merged with and into
the Company (the "Merger"), which shall be the surviving
corporation and shall become a wholly owned subsidiary of Parent.
In the Merger, each outstanding share of common stock, par value
$0.25 per share, of the Company ("Company Common Stock") will be
converted into the right to receive $18.75 in cash. The foregoing
description of the Merger Agreement is qualified in its entirety
by reference to the Merger Agreement, a copy of which is attached
hereto as Exhibit 2 and which is incorporated herein by
reference.
Contemporaneously with the execution and delivery of the
Merger Agreement, Jeffrey S. Silverman, Chairman of the Board and
Chief Executive Officer of the Company, Dana R. Snyder, President
and Chief Operating Officer of the Company, and Herbert P.
Dooskin, Executive Vice President of the Company, entered into a
Stockholders Agreement (the "Stockholders Agreement") with Parent
and Merger Sub, which Stockholders Agreement was acknowledged by
the Company. The foregoing description of the Stockholders
Agreement is qualified in its entirety by reference to Exhibit A
to the Merger Agreement, a copy of which is attached hereto as
Exhibit 2 and which is incorporated herein by reference.
Contemporaneously with the execution and delivery of the
Merger Agreement, Mr. Silverman also entered into a Non-Compete
and Termination Agreement (the "Non-Compete Agreement") with
Parent and the Company, a copy of which is included as Exhibit D
to the Merger Agreement, a copy of which is attached hereto as
Exhibit 2 and which is incorporated herein by reference.
Contemporaneously with the execution and delivery of the
Merger Agreement, Mr. Dooskin also entered into a Termination and
Release Agreement (the "Termination Agreement") with Parent and
the Company, a copy of which is included as Exhibit E to the
Merger Agreement, a copy of which is attached hereto as Exhibit 2
and which is incorporated herein by reference.
A copy of the press release issued by the Company on June
25, 1997 is attached hereto as Exhibit 99 and is incorporated by
reference herein.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
2 Agreement and Plan of Merger, dated as of June 24,
1997, by and among Atrium Acquisition Holdings
Corp., Atrium/PG Acquisition Corp. and Ply Gem
Industries, Inc.
99 Press release issued by Ply Gem Industries, Inc.
on June 25, 1997.
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 hereunto duly authorized.
Date: June 25, 1997
PLY GEM INDUSTRIES, INC.
(Registrant)
By: /s/ HERBERT P. DOOSKIN
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Name: Herbert P. Dooskin
Title: Executive Vice President
EXHIBIT INDEX
2 Agreement and Plan of Merger, dated as of June 24,
1997, by and among Atrium Acquisition Holdings
Corp., Atrium/PG Acquisition Corp. and Ply Gem
Industries, Inc.
99 Press release issued by Ply Gem Industries, Inc.
on June 25, 1997.