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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): OCTOBER 24, 2000
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ATRIUM COMPANIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 333-20095 75-2642488
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
1341 W. MOCKINGBIRD LANE
SUITE 1200W 75247
DALLAS, TEXAS (Zip code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: (214) 630-5757
N/A
(former address if changed since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 24, 2000, Atrium Companies, Inc. ("Atrium") completed the
acquisition of the stock of Ellison Extrusion Systems, Inc. and substantially
all of the operating assets of The Ellison Company, Inc.'s Windows and Doors
Division (hereinafter collectively referred to as "Ellison"). The transaction
is valued at approximately $125.3 million. The combination makes Atrium the
largest non-wood window and patio door manufacturer in the United States,
based on unit sales, with revenues of approximately $500 million and over
4,000 employees operating in more than 50 facilities nationwide.
The transaction was comprised of approximately $98 million of cash and $27.3
million of Atrium's parent holding company stock. The cash portion of the
purchase price and fees and expenses of $9.5 million were funded through a
combination of debt and new equity, including $26 million of new equity from
Atrium's current equity sponsors, $36.5 million of Senior PIK Notes issued by
Atrium's parent and contributed to Atrium as equity, $24 million from the
previously announced divestiture of Atrium's Wing Industries, Inc. and Patio
Door assets and $21 million of senior debt borrowed from Atrium's current
senior facility. As part of the transaction, John Ellison Jr., Chairman of
The Ellison Company, Inc., became a stockholder in the combined company and a
member of the Board of Directors of Atrium Companies, Inc.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
It is currently impracticable to provide the financial statements required
by Rule 3.05(b) of Regulation S-X. These financial statements will be filed
as soon as they are available, but not later than January 8, 2001.
(b) PRO FORMA FINANCIAL INFORMATION
It is currently impracticable to provide the pro forma financial
information required by Article 11 of Regulation S-X. This pro forma
financial information will be filed as soon as it is available, but not
later than January 8, 2001.
(c) EXHIBITS
*2.1 Stock Purchase Agreement, dated as of March 30, 2000, among Ellison
Extrusion Systems, Inc., The Ellison Company, Inc. and Atrium
Companies, Inc.;
*2.2 Second Amended and Restated Purchase Agreement between The Ellison
Company, Inc., Atrium and D and W Holdings, Inc., entered into as of
October 17, 2000
*2.3 Purchase Agreement among D and W Holdings, Inc., as issuer, and the
Purchasers named therein, dated as of October 25, 2000
*4.0 Exchange and Registration Rights Agreement among D and W Holdings,
Inc., as issuer, and the Purchasers named therein, dated as of October
25, 2000
*4.1 Registration Rights and Stockholders Agreement among D and W Holdings,
Inc., GE Investment Placement Partners II and the Purchasers named
therein, dated as of October 25, 2000
*10.1 First Amended and Restated Credit Agreement, dated as of October 2,
1998 and amended and restated as of October 25, 2000, between Atrium
Companies, Inc., as borrower, the Guarantors party thereto, Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
Lead Arranger and Syndication Agent, and Bank One, Texas, N.A., as
Documentation Agent, and Fleet National Bank, as Administrative Agent,
and the Lenders party thereto
*99.1 Press Release of Atrium Companies, Inc. dated October 26, 2000.
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*Filed herewith
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 thereunto duly authorized.
ATRIUM CORPORATION
By: /s/ Jeff L. Hull
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Name: Jeff L. Hull
Title: President and Chief Financial Officer
Date: November 9, 2000
INDEX TO EXHIBITS
EXHIBITS
NUMBER
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*2.1 Stock Purchase Agreement, dated as of March 30, 2000, among Ellison
Extrusion Systems, Inc., The Ellison Company, Inc. and Atrium
Companies, Inc.;
*2.2 Second Amended and Restated Purchase Agreement between The Ellison
Company, Inc., Atrium and D and W Holdings, Inc., entered into as of
October 17, 2000
*2.3 Purchase Agreement among D and W Holdings, Inc., as issuer, and the
Purchasers named therein, dated as of October 25, 2000
*4.0 Exchange and Registration Rights Agreement among D and W Holdings,
Inc., as issuer, and the Purchasers named therein, dated as of October
25, 2000
*4.1 Registration Rights and Stockholders Agreement among D and W Holdings,
Inc., GE Investment Placement Partners II and the Purchasers named
therein, dated as of October 25, 2000
*10.1 First Amended and Restated Credit Agreement, dated as of October 2,
1998 and amended and restated as of October 25, 2000, between Atrium
Companies, Inc., as borrower, the Guarantors party thereto, Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
Lead Arranger and Syndication Agent, and Bank One, Texas, N.A., as
Documentation Agent, and Fleet National Bank, as Administrative Agent,
and the Lenders party thereto
*99.1 Press Release of Atrium Companies, Inc. dated October 26, 2000.
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*Filed herewith