AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 7, 1997
REGISTRATION NO. 333-5978
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
EURAMAX INTERNATIONAL PLC
EURAMAX EUROPEAN HOLDINGS PLC
EURAMAX EUROPEAN HOLDINGS, B.V.
AMERIMAX HOLDINGS, INC.
(Exact name of registrants as specified in their charter)
ENGLAND & WALES NONE
ENGLAND & WALES NONE
THE NETHERLANDS NONE
DELAWARE 3355 52-1994016
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) Number)
------------------------
11 BROOK BUSINESS CENTER CT CORPORATION SYSTEM
COWLEY MILL ROAD 1633 BROADWAY
UXBRIDGE, MIDDLESEX NEW YORK, NEW YORK 10019
ENGLAND, UB82FX (212) 664-1666
44 1895 257 882
(Address, including Zip Code, and (Name, Address, including Zip Code,
Telephone Number, including Area Code, and
of Registrant's Principal Business Telephone Number, including Area Code,
Office) of Agent for Service)
------------------------
COPIES TO:
LANCE C. BALK J. DAVID SMITH
KIRKLAND & ELLIS CHIEF EXECUTIVE OFFICER
153 EAST 53RD STREET EURAMAX INTERNATIONAL PLC
NEW YORK, NEW YORK 10022-4675 5535 TRIANGLE PARKWAY
(212) 446-4800 NORCROSS, GEORGIA 30092
(770) 449-7066
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
EXPLANATORY NOTE:
This Amendment No. 3 to Form S-4 is being filed solely for the purpose of
filing a revised Exhibit 5.3. The Registrants are not updating or modifying any
other information in the Registration Statement at this time.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 14 of the Articles of Association of Euramax International plc provides:
"14.11.1. Subject to the provisions of the Act, but without prejudice to any
indemnity to which he may otherwise be entitled, every director, alternate
director or secretary of the Company shall be entitled to be indemnified out of
the assets of the Company against all costs, charges, losses and liabilities
incurred by him in the proper execution of his duties or the proper exercise of
his powers, authorities and discretions including, without limitation, a
liability incurred defending proceedings (whether civil or criminal) in which
judgement is given in his favour or in which he is acquitted, or which are
otherwise disposed of without a finding or admission of material breach of duty
on his part, or in connection with any application in which relief is granted to
him by the court from liability for negligence, default, breach of duty or
breach of trust in relation to the affairs of the Company."
"14.11.2. The directors may exercise all the powers of the Company to purchase
and maintain for the benefit of a person who is a director, alternate director,
secretary or auditor, or former director, alternate director, secretary or
auditor, of the Company or in which the Company has an interest (whether direct
or indirect), or who is or was trustee of a retirements benefit scheme or
another trust in which a director, alternate director or secretary is or has
been interested, indemnifying him against liability for negligence, default,
breach of duty or breach of trust or any other liability which may lawfully be
insured against by the Company.
Articles 135 and 136 of the Articles of Association of Euramax European Holdings
plc provide:
"135. INDEMNITY. Subject to the provisions of the Acts, but without prejudice
to any indemnity to which he may otherwise be entitled, every director,
alternate director, secretary, auditor, other officer, agent or employee for the
time being of the Company shall be entitled to be indemnified out of the assets
of the Company against all costs, charges, expenses, losses, damages and
liabilities incurred by him in or about the execution of his duties or the
exercise of his powers or otherwise in relation to them including (without
prejudice to the generality of the foregoing) any liability incurred in
defending any proceedings, whether civil or criminal, which relate to anything
done or omitted or alleged to have been done or omitted by him as an officer or
employee of the Company in which judgement is given in his favour or in which he
is acquitted, or which are otherwise disposed of without a finding or admission
of material breach of duty on his part or in connection with an application in
which relief is granted to him by the court from liability for negligence,
default, breach of duty or breach of trust in relation to the affairs of the
Company."
"136. INSURANCE. The board may exercise all the powers of the Company to
purchase and maintain for any director or officer (including former directors
and other officers) insurance against any liability for negligence, default,
breach of duty or breach of trust or any other liability which may lawfully be
insured against in relation to the affairs of the Company.
Section 310 of the Companies Act, 1985, provides:
"(1) This section applies to any provision, whether contained in a company's
articles or in any contract with the company or otherwise, for exempting any
officer of the company or any person (whether as officer or not) employed by the
company as auditor from, or indemnifying him against, any liability which by
virtue of any rule of law would otherwise attach to him in respect of any
negligence, default, breach of duty or breach of trust of which he may be guilty
in relation to the company.
(2) Except as provided by the following subsection, any such provision is
void.
(3) This section does not prevent a company--
(a) from purchasing and maintaining for any such officer or auditor
insurance against any such liability, or
(b) from indemnifying any such officer or auditor against any liability
incurred by him--
(i) in defending any proceedings (whether civil or criminal) in
which judgment is given in his favour or he is acquitted, or
II-1
(ii) in connection with any application under section 144(3) or (4)
(acquisition of shares by innocent nominee) or section 727 (general power
to grant relief in case of honest and reasonable conduct) in which relief
is granted to him by the court."
Section 727 of the Companies Act, 1985, provides:
"(1) If in any proceedings for negligence, default, breach of duty or breach
of trust against an officer of a company or a person employed by a company as
auditor (whether he is or is not an officer of the company) it appears to the
court hearing the case that that officer or person is or may be liable in
respect of the negligence, default, breach of duty or breach of trust, but that
he has acted honestly and reasonably, and that having regard to all the
circumstances of the case (including those connected with his appointment) he
ought fairly to be excused for the negligence, default, breach of duty or breach
of trust, that court may relieve him, either wholly or partly, from his
liability on such terms as it thinks fit.
(2) If any such officer or person as above-mentioned has reason to apprehend
that any claim will or might be made against him in respect of any negligence,
default, breach of duty or breach of trust, he may apply to the court for
relief; and the court on the application has the same power to relieve him as
under this section it would have had if it had been a court before which
proceedings against that person for negligence, default, breach of duty or
breach of trust had been brought.
(3) Where a case to which subsection (1) applies is being tried by a judge
with a jury, the judge, after hearing the evidence, may, if he is satisfied that
the defendant or defender ought in pursuance of that subsection to be relieved
either in whole or in part from the liability sought to be enforced against him,
withdraw the case in whole or in part from the jury and forthwith direct
judgment to be entered for the defendant or defender on such terms as to costs
or otherwise as the judge may think proper."
To the extent permitted by English law, Euramax European Holdings plc will
indemnify and hold harmless each director and each officer or representative of
the Company who signs the Registration Statement from and against certain civil
liabilities based on information supplied by Euramax European Holdings plc for
use herein.
The Articles of Association of Euramax European Holdings B.V. contain no
provisions under which any member of its board of management or its officers is
indemnified in any manner against any liability which he may incur in his
capacity as such. Under the laws of the Netherlands, members of the board may be
liable to the company for improper or negligent acts. For example, Article 2:248
of The Netherlands Civil Code provides that members of the board are jointly and
severally liable to the estate of a company limited by shares, such as Euramax
European Holdings B.V., which suffers an involuntary liquidation when management
has manifestly performed its duties improperly and such is an important cause of
the involuntary liquidation. The members of the board may be discharged from
liability to the company pursuant to Article 11, Section 5 of the Articles of
Association of Euramax European Holdings B.V., which provides: "Unconditional
confirmation by the general meeting of shareholders of the annual account
submitted to it will constitute discharge from liability to the board of
management for the management conducted by it during the past financial year."
However, under the laws of The Netherlands, such a discharge is not absolute and
would not be effective as to third parties. Members of the management board may
be held personally liable for improper or negligent managerial acts which affect
third parties.
Amerimax Holdings, Inc. is incorporated under the laws of the State of Delaware.
Section 145 of the General Corporation Law of the State of Delaware, INTER ALIA,
("Section 145") provides that a Delaware corporation may indemnify any persons
who were, are or are threatened to be made, parties to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of such corporation),
by reason of the fact that such person is or was an officer, director, employee
or agent of such corporation, or is or was serving at the request of such
corporation as a director, officer employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was illegal. A Delaware corporation may indemnify any persons who are,
were or are threatened to be made, a party to any threatened, pending or
completed action or suit by or in the right of the corporation by reason
II-2
of the fact that such person was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit, provided such person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the corporation's best
interests, provided that no indemnification is permitted without judicial
approval if the officer, director, employee or agent is adjudged to be liable to
the corporation. Where an officer, director, employee or agent is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director has actually and reasonably incurred.
The Certificate of Incorporation of Amerimax Holdings, Inc. provides for the
indemnification of directors and officers of Amerimax Holdings, Inc. to the
fullest extent permitted by the General Corporation Law of the State of
Delaware, as it currently exists or may hereafter be amended.
Section 145 further authorizes a corporation to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.
Amerimax Holdings, Inc. maintains and has in effect insurance policies covering
all of its directors and officers against certain liabilities for actions taken
in such capacities, including liabilities under the Securities Act of 1933.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
(a) Exhibits
EXHIBIT NO. DESCRIPTION
- ----------- ------------------------------------------------------------------------------------------------------
*3.1 Articles of Association of Euramax International plc
*3.2 Memorandum and Articles of Association of Euramax European Holdings plc
*3.3 Articles of Association of Euramax International B.V.
*3.4 Articles of Incorporation of Amerimax Holdings, Inc.
*3.5 Bylaws of Amerimax Holdings, Inc.
*4.1 Form of 11 1/4% Senior Subordinated Note in global bearer form
*4.2 Form of 11 1/4% Senior Subordinated Note in definitive registered form
*4.3 Indenture, dated as of September 25, 1996, by and among Euramax International plc, Euramax European
Holdings plc, Euramax European Holdings B.V., Amerimax Holdings, Inc. and the Chase Manhattan Bank,
as Trustee.
*4.4 Deposit Agreement, dated as of September 25, 1996, by and among Euramax International plc, Euramax
European Holdings plc, Euramax European Holdings B.V., and The Chase Manhattan Bank, as book-entry
depositary
*4.5 Registration Rights Agreement, dated as of September 25, 1996, by and among Euramax International plc,
Euramax European Holdings plc, Euramax European Holdings B.V., Amerimax Holdings, Inc. and J.P.
Morgan Securities Inc. and Goldman Sachs & Co.
*4.6 Purchase Agreement dated as of September 18, 1996, by and among Euramax International Ltd., Euramax
European Holdings Ltd., Euramax European Holdings B.V., Amerimax Holdings, Inc. and J.P. Morgan
Securities Inc. and Goldman Sachs & Co.
*5.1 Opinion of Dibb Lupton Alsop regarding the legality of the securities being issued
*5.2 Opinion of Nauta Dutilh regarding the legality of the securities being issued
5.3 Opinion of Kirkland & Ellis regarding legality of the securities being issued
*10.1 Purchase Agreement, dated as of June 24, 1996, by and between Euramax International Ltd. and Alumax
Inc.
II-3
*10.2 Executive Employment Agreement, dated as of September 25, 1996, by and between J. David Smith and
Euramax International plc
*10.3 Executive Employment Agreement, dated as of September 25, 1996, by and between Frank T. Geist and
Euramax International plc
*10.4 Credit Agreement, dated as of September 25, 1996, by and among Amerimax Fabricated Products, Euramax
Holdings Limited, Euramax Europe B.V., Euramax Netherlands B.V., as Borrowers; Euramax International
plc, Amerimax Holdings, Inc., Euramax European Holdings plc, Euramax European Holdings B.V., Euramax
Europe Limited and certain of their operating subsidiaries, as other Loan Parties; Banque Paribas, as
Agent, as a Lender and as the Issuer; and the other lenders named therein.
*10.5 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Holdings, Inc. in favor of
Banque Paribas, as agent
*10.6 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Fabricated Products, Inc. in
favor of Banque Paribas, as agent
*10.7 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Home Products, Inc. in favor
of Banque Paribas, as agent
*10.8 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Building Products, Inc. in
favor of Banque Paribas, as agent
*10.9 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Coated Products, Inc. in
favor of Banque Paribas, as agent
*10.10 Domestic Security Agreement, dated as of September 25, 1996, by Johnson Door Products, Inc. in favor
of Banque Paribas, as agent
*10.11 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Specialty Products, Inc. in
favor of Banque Paribas, as agent
*10.12 Domestic Subsidiary Guaranty, dated as of September 25, 1996, by each of Amerimax Home Products, Inc.,
Amerimax Specialty Products, Inc., Amerimax Building Products, Inc., Amerimax Coated Products and
Johnson Door Products, Inc. in favor of the Guarantied Parties referred to therein
*10.13 U.S. Holdings Guaranty, dated as of September 25, 1996, by Amerimax Holdings, Inc. in favor of the
Guaranteed Parties referred to therein
*10.14 U.S. Holdings Pledge Agreement, dated as of September 25, 1996, by Amerimax Holdings, Inc., to Banque
Paribas, as Agent
*10.15 U.S. Operating Co. Guaranty, dated as of September 25, 1996, by Amerimax Fabricated Products, Inc. in
favor of the Guarantied Parties referred to therein
*10.16 U.S. Operating Co. Pledge Agreement dated as of September 25, 1996, by Amerimax Fabricated Products,
Inc. to Banque Paribas, as Agent
*10.17 Euramax Assignment Agreement, dated as of September 25, 1996, by Euramax International plc in favor of
Banque Paribas, as Agent
*10.18 Euramax Pledge Agreement, dated as of September 25, 1996, by Euramax International plc to Banque
Paribas, as Agent
*10.19 Building Products Pledge Agreement, dated as of September 25, 1996, by Amerimax Building Products,
Inc. to Banque Paribas, as Agent
*10.20 Dutch Holdings Guaranty, dated as of September 25, 1996, by Euramax European Holdings B.V. in favor of
the Guarantied Parties referred to therein
*10.21 Dutch Company Guaranty, dated as of September 25, 1996, by Euramax Netherlands B.V., in favor of the
Guarantied Parties referred to therein
*10.22 Dutch Operating Co. Guaranty, dated as of September 25, 1996, by Euramax Europe B.V., in favor of the
Guarantied Parties referred to therein
*10.23 Dutch Subsidiary Guaranty, dated as of September 25, 1996, by Euramax Coated Products B.V., in favor
of the Guarantied Parties referred to therein
*12.1 Statement regarding computation of ratio of earnings to fixed charges
II-4
*21.1 Subsidiaries of Euramax International plc, Euramax European Holdings plc, Euramax European Holdings
B.V. and Amerimax Holdings, Inc.
23.1 Consent of Coopers & Lybrand, L.L.P.
23.2 Consent of Coopers & Lybrand, L.L.P.
23.3 Consent of Dibb Lupton Alsop (included in Exhibit 5.1)
23.4 Consent of Nauta Dutilh (included in Exhibit 5.2)
23.5 Consent of Kirkland & Ellis (included in Exhibit 5.3)
*24.1 Power of Attorney (included on the signature page to this Registration Statement on Form F-4)
*25.1 Statement of Eligibility of Trustee, dated as of October 28, 1996, by The Chase Manhattan Bank
*99.1 Letter of Transmittal
*99.2 Notice of Guaranteed Delivery
*99.3 Letter to Registered Holders and DTC Participants
*99.4 Letter to Clients
*99.5 Instructions to Registered Holder or DTC Participant from Beneficial Holder
- ------------------------
* Filed previously
(b) Financial Statement Schedule
Report of Independant Accountants S-1
Schedule II--Euramax International plc--Valuation and Qualifying
Accounts. S-2
ITEM 22. UNDERTAKINGS
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of a prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no mare than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the
II-5
meaning of Rule 145(c), the registrants undertake that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form.
(5) The registrants undertake that every prospectus: (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Act and is used in
connection with an offering of securities subject to Rule 415, will be filed
as a part of an amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrants in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrants will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(6) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430(A) and contained in
a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(7) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering thereof.
(8) The undersigned registrants hereby undertake to respond to requests
for information that is incorporated by reference into the prospectus
pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day
of receipt of such request, and to send the incorporated documents by first
class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
(9) The undersigned registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment No. 3 to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Norcross, Georgia,
on February 7, 1997.
EURAMAX INTERNATIONAL PLC
By: J. DAVID SMITH
--------------------------------------
Name: J. David Smith
Title: Director
Pursuant to the requirements of the Securities Act, this Amendment No. 3 to
Registration Statement has been signed by the following persons in the
capacities indicated as of February 7, 1997.
SIGNATURE TITLE
- ----------------------------------------------------- ---------------------------------------------------------
J. DAVID SMITH
------------------------------------------ Director (Principal Executive, Financial and Accounting
J. David Smith Officer)
*
------------------------------------------
Richard M. Cashin Director
*
------------------------------------------
William T. Comfort, Jr. Director
*
------------------------------------------
Rolly Van Rappard Director
*
------------------------------------------
Joseph M. Silvestri Director
------------------------------------------
Paul E. Drack Director
*By J. DAVID SMITH
-------------------------------------
Attorney-In-Fact
J. David Smith
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment No. 3 to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Norcross, Georgia,
on February 7, 1997.
EURAMAX EUROPEAN HOLDINGS PLC
By: J. DAVID SMITH
--------------------------------------
Name: J. David Smith
Title: Director
Pursuant to the requirements of the Securities Act, this Amendment No. 3 to
Registration Statement has been signed by the following persons in the
capacities indicated as of February 7, 1997.
SIGNATURE TITLE
- ----------------------------------------------------- ---------------------------------------------------------
J. DAVID SMITH
------------------------------------------ Director (Principal Executive, Financial and Accounting
J. David Smith Officer)
*
------------------------------------------
Richard M. Cashin Director
*
------------------------------------------
William T. Comfort, Jr. Director
*
------------------------------------------
Rolly Van Rappard Director
*
------------------------------------------
Joseph M. Silvestri Director
*By J. DAVID SMITH
-------------------------------------
Attorney-In-Fact
J. David Smith
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment No. 3 to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Norcross, Georgia,
on February 7, 1997.
EURAMAX EUROPEAN HOLDINGS, B.V.
By: J. DAVID SMITH
--------------------------------------
Name: J. David Smith
Title: Director
Pursuant to the requirements of the Securities Act, this Amendment No. 3 to
Registration Statement has been signed by the following persons in the
capacities indicated as of February 7, 1997.
SIGNATURE TITLE
- ----------------------------------------------------- ---------------------------------------------------------
J. DAVID SMITH
------------------------------------------ Director (Principal Executive, Financial and Accounting
J. David Smith Officer)
*
------------------------------------------
Richard M. Cashin Director
*
------------------------------------------
William T. Comfort, Jr. Director
*
------------------------------------------
Rolly Van Rappard Director
*
------------------------------------------
Joseph M. Silvestri Director
*By J. DAVID SMITH
-------------------------------------
Attorney-In-Fact
J. David Smith
II-9
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment No. 3 Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Norcross, Georgia, on
February 7, 1997.
AMERIMAX HOLDINGS, INC.
By: J. DAVID SMITH
--------------------------------------
Name: J. David Smith
Title: President
Pursuant to the requirements of the Securities Act, this Amendment No. 3 to
Registration Statement has been signed by the following persons in the
capacities indicated as of February 7, 1997.
SIGNATURE TITLE
- ----------------------------------------------------- ---------------------------------------------------------
J. DAVID SMITH
------------------------------------------ President and Director (Principal Executive, Financial
J. David Smith and Accounting Officer)
*
------------------------------------------
Richard M. Cashin Director
*
------------------------------------------
William T. Comfort, Jr. Director
*
------------------------------------------
Rolly Van Rappard Director
*
------------------------------------------
Joseph M. Silvestri Director
*By J. DAVID SMITH
-------------------------------------
Attorney-In-Fact
J. David Smith
II-10
REPORT OF INDEPENDENT ACCOUNTANTS
To the Management of the
Fabricated Division of Alumax, Inc.
In connection with our audits of the combined financial statements of Fabricated
Products, a division of Alumax Inc., as of December 31, 1994 and 1995, and for
each of the three years in the period ended December 31, 1995, which financial
statements are included in the Prospectus, we have also audited the financial
statement schedule listed in Item 21(b) herein.
In our opinion, this financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly, in all
material respects, the information required to be included therein.
COOPERS & LYBRAND L.L.P.
Atlanta, Georgia
August 1, 1996
S-1
EURAMAX INTERNATIONAL PLC
FINANCIAL STATEMENT SCHEDULE NO. II
VALUATION AND QUALIFYING ACCOUNTS
(THOUSANDS OF U.S. DOLLARS)
------------------------------------------------------------------------
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
JANUARY 1, COSTS AND OTHER DEDUCTIONS -- DECEMBER 31,
DESCRIPTION 1994 EXPENSES ACCOUNTS CHARGE-OFFS 1994
- ---------------------- ------------ ------------ ------------- ------------- --------------
Accounts Receivable --
Allowance for
Doubtful Accounts $ (3,254.4) $ (1,451.4) $ 765.2 $ (3,940.6)
-----------------------------------------------------------------------
BALANCE AT CHARGED TO CHARGED TO DEDUCTIONS BALANCE AT
JANUARY 1, COSTS AND OTHER -- DECEMBER 31,
DESCRIPTION 1995 EXPENSES ACCOUNTS CHARGE-OFFS 1995
- ---------------------- ------------ ------------- ------------- ----------- --------------
Accounts Receivable --
Allowance for
Doubtful Accounts ($ 3,940.6) ($ 388.2) $ 1,746.8 ($ 2,582.0)
S-2
EURAMAX INTERNATIONAL PLC
EURAMAX EUROPEAN HOLDINGS PLC
EURAMAX EUROPEAN HOLDINGS, B.V.
AMERIMAX HOLDINGS, INC.
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ------------------------------------------------------------------------------------------- -------------
*3.1 Articles of Association of Euramax International plc
*3.2 Memorandum and Articles of Association of Euramax European Holdings plc
*3.3 Articles of Association of Euramax International B.V.
*3.4 Articles of Incorporation of Amerimax Holdings, Inc.
*3.5 Bylaws of Amerimax Holdings, Inc.
*4.1 Form of 11 1/4% Senior Subordinated Note in global bearer form
*4.2 Form of 11 1/4% Senior Subordinated Note in definitive registered form
*4.3 Indenture, dated as of September 25, 1996, by and among Euramax International plc, Euramax
European Holdings plc, Euramax European Holdings B.V., Amerimax Holdings, Inc. and the
Chase Manhattan Bank, as Trustee.
*4.4 Deposit Agreement, dated as of September 25, 1996, by and among Euramax International plc,
Euramax European Holdings plc, Euramax European Holdings B.V., and The Chase Manhattan
Bank, as book-entry depositary
*4.5 Registration Rights Agreement, dated as of September 25, 1996, by and among Euramax
International plc, Euramax European Holdings plc, Euramax European Holdings B.V., Amerimax
Holdings, Inc. and J.P. Morgan Securities Inc. and Goldman Sachs & Co.
*4.6 Purchase Agreement dated as of September 18, 1996, by and among Euramax International Ltd.,
Euramax European Holdings Ltd., Euramax European Holdings B.V., Amerimax Holdings, Inc.
and J.P. Morgan Securities Inc. and Goldman Sachs & Co.
*5.1 Opinion of Dibb Lupton Alsop regarding the legality of the securities being issued
*5.2 Opinion of Nauta Dutilh regarding the legality of the securities being issued
5.3 Opinion of Kirkland & Ellis regarding legality of securities being issued
*10.1 Purchase Agreement, dated as of June 24, 1996, by and between Euramax International Ltd.
and Alumax Inc.
*10.2 Executive Employment Agreement, dated as of September 25, 1996, by and between J. David
Smith and Euramax International plc
*10.3 Executive Employment Agreement, dated as of September 25, 1996, by and between Frank T.
Geist and Euramax International plc
*10.4 Credit Agreement, dated as of September 25, 1996, by and among Amerimax Fabricated
Products, Euramax Holdings Limited, Euramax Europe B.V., Euramax Netherlands B.V., as
Borrowers; Euramax International plc, Amerimax Holdings, Inc., Euramax European Holdings
plc, Euramax European Holdings B.V., Euramax Europe Limited and certain of their operating
subsidiaries, as other Loan Parties; Banque Paribas, as Agent, as a Lender and as the
Issuer; and the other lenders named therein.
*10.5 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Holdings, Inc. in
favor of Banque Paribas, as agent
*10.6 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Fabricated
Products, Inc. in favor of Banque Paribas, as agent
*10.7 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Home Products,
Inc. in favor of Banque Paribas, as agent
*10.8 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Building Products,
Inc. in favor of Banque Paribas, as agent
*10.9 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Coated Products,
Inc. in favor of Banque Paribas, as agent
*10.10 Domestic Security Agreement, dated as of September 25, 1996, by Johnson Door Products, Inc.
in favor of Banque Paribas, as agent
*10.11 Domestic Security Agreement, dated as of September 25, 1996, by Amerimax Specialty
Products, Inc. in favor of Banque Paribas, as agent
*10.12 Domestic Subsidiary Guaranty, dated as of September 25, 1996, by each of Amerimax Home
Products, Inc., Amerimax Specialty Products, Inc., Amerimax Building Products, Inc.,
Amerimax Coated Products and Johnson Door Products, Inc. in favor of the Guarantied
Parties referred to therein
*10.13 U.S. Holdings Guaranty, dated as of September 25, 1996, by Amerimax Holdings, Inc. in favor
of the Guaranteed Parties referred to therein
*10.14 U.S. Holdings Pledge Agreement, dated as of September 25, 1996, by Amerimax Holdings, Inc.,
to Banque Paribas, as Agent
*10.15 U.S. Operating Co. Guaranty, dated as of September 25, 1996, by Amerimax Fabricated
Products, Inc. in favor of the Guarantied Parties referred to therein
*10.16 U.S. Operating Co. Pledge Agreement dated as of September 25, 1996, by Amerimax Fabricated
Products, Inc. to Banque Paribas, as Agent
*10.17 Euramax Assignment Agreement, dated as of September 25, 1996, by Euramax International plc
in favor of Banque Paribas, as Agent
*10.18 Euramax Pledge Agreement, dated as of September 25, 1996, by Euramax International plc to
Banque Paribas, as Agent
*10.19 Building Products Pledge Agreement, dated as of September 25, 1996, by Amerimax Building
Products, Inc. to Banque Paribas, as Agent
*10.20 Dutch Holdings Guaranty, dated as of September 25, 1996, by Euramax European Holdings B.V.
in favor of the Guarantied Parties referred to therein
*10.21 Dutch Company Guaranty, dated as of September 25, 1996, by Euramax Netherlands B.V., in
favor of the Guarantied Parties referred to therein
*10.22 Dutch Operating Co. Guaranty, dated as of September 25, 1996, by Euramax Europe B.V., in
favor of the Guarantied Parties referred to therein
*10.23 Dutch Subsidiary Guaranty, dated as of September 25, 1996, by Euramax Coated Products B.V.,
in favor of the Guarantied Parties referred to therein
*12.1 Statement regarding computation of ratio of earnings to fixed charges
*21.1 Subsidiaries of Euramax International plc, Euramax European Holdings plc, Euramax European
Holdings B.V. and Amerimax Holdings, Inc.
23.1 Consent of Coopers & Lybrand, L.L.P.
23.2 Consent of Coopers & Lybrand, L.L.P.
23.3 Consent of Dibb Lupton Alsop (included in Exhibit 5.1)
23.4 Consent of Nauta Dutilh (included in Exhibit 5.2)
23.5 Consent of Kirkland & Ellis (included in Exhibit 5.3)
*24.1 Power of Attorney (included on the signature page to this Registration Statement on Form
F-4)
*25.1 Statement of Eligibility of Trustee, dated as of October 28, 1996, by The Chase Manhattan
Bank
*99.1 Letter of Transmittal
*99.2 Notice of Guaranteed Delivery
*99.3 Letter to Registered Holders and DTC Participants
*99.4 Letter to Clients
*99.5 Instructions to Registered Holders and DTC Participants from Beneficial Holder
- ------------------------
* Filed previously