AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 2002

REGISTRATION NO. 333-92010
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
---------------------

AMENDMENT NO. 3

FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------

<Table>

ASSOCIATED MATERIALS
INCORPORATED ALSIDE, INC.
(Exact Name of Registrant as (Exact Name of Registrant as
Specified in Its Charter) Specified in Its Charter)

DELAWARE DELAWARE
(State or Other Jurisdiction of (State or Other Jurisdiction of
Incorporation or Organization) Incorporation or Organization)

3089 3089
(Primary Standard Industrial (Primary Standard Industrial
Classification Code Number) Classification Code Number)

75-1872487 75-1872487
(I.R.S. Employer (I.R.S. Employer
Identification Number) Identification Number)

3773 STATE ROAD C/O ASSOCIATED MATERIALS INCORPORATED
CUYAHOGA FALLS, OHIO 44223 3773 STATE ROAD
(800) 257-4335 CUYAHOGA FALLS, OHIO 44223
(Address, Including Zip Code, and (800) 257-4335
Telephone Number, Including Area Code, of (Address, Including Zip Code, and
Registrant's Principal Executive Offices) Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
</Table>

---------------------
D. KEITH LAVANWAY
ASSOCIATED MATERIALS INCORPORATED
3773 STATE ROAD
CUYAHOGA FALLS, OHIO 44223
(800) 257-4335
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
---------------------
WITH COPIES TO:

JOHN M. REISS, ESQ.
JONATHAN E. KAHN, ESQ.
WHITE & CASE LLP
1155 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 819-8200
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this registration statement.
---------------------
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
---------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
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PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which permits a corporation in its certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(i) for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the DGCL (providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions), or (iv) for any
transaction from which the director derived an improper personal benefit. The
Amended and Restated Certificate of Incorporation of Associated Materials
Incorporated (the "Company") contains the provisions permitted by Section
102(b)(7) of the DGCL.

Reference is made to Section 145 of the DGCL which provides that a
corporation may indemnify any persons, including directors and officers, who
are, or are threatened to be made, parties to any threatened, pending or
completed legal 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 a director,
officer, employee or agent of the corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other 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 director,
officer, employee or agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interest and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
that his conduct was unlawful. A Delaware corporation may indemnify directors
and/or officers in an action or suit by or in the right of the corporation under
the same conditions, except that no indemnification is permitted without
judicial approval if the director or officer is adjudged to be liable to the
corporation. Where a director or officer is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him or her against the expenses which such director or officer
actually and reasonably incurred.

The above provisions of the DGCL are nonexclusive.

The Company's Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") and the Amended and Restated By-laws (the
"By-laws") provides that each person who is or was a director or officer of the
Company, or each such person who is or was serving at the request of the Board
of Directors or an officer of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise (including the heirs, executors, administrators or estate of such
person), shall be indemnified by the Company to the full extent permitted from
time to time by the DGCL as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the Company to provide broader indemnification rights than said law permitted
the Company to provide prior to such amendment) or any other applicable laws as
presently or hereafter in effect. The indemnification provided for under Article
IV of the By-laws shall not be deemed exclusive of any other rights to which any
person seeking indemnification may be entitled, under the Certificate of
Incorporation or under any other bylaw, agreement, insurance policy, vote of
stockholders or disinterested directors, applicable law or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office.

The Company's Certificate of Incorporation provides that to the full extent
permitted by the DGCL or any other applicable laws presently or hereafter in
effect, no director of the Company shall be personally liable to the Company or
its stockholders for or with respect to any acts or omissions in the performance
of his or her duties as a director of the Company.

II-1

The Company provides insurance for each director and officer for certain
losses arising from claims or charges made against them while acting in their
capacities as directors or officers of the Company. Article IV, Section 6 of the
By-laws provides that, by action of the Board of Directors, notwithstanding any
interest of the directors in the action, the Company shall have the power to
purchase and maintain insurance, in such amounts as the Board of Directors deems
appropriate, on behalf of any person who is or was a director or officer of the
Company, or is or was serving at the request of the Company as director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, association or other enterprise, against any liability asserted against
him and incurred by him in any such capacity or arising out of his status as
such, whether or not he is indemnified against such liability or expense under
the provisions of Article IV of the Bylaws and whether or not the Company would
have the power or would be required to indemnify him against such liability
under the provisions of Article IV of the Bylaws or of the DGCL or by any other
applicable law.

ITEM 21. EXHIBIT AND FINANCIAL STATEMENTS INDEX

(a) Exhibits:

<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

II-2

<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

10.1* Credit Agreement, dated as of April 19, 2002, by and among
the Company, Associated Materials Holdings Inc., the various
financial institutions and other Persons from time to time
parties thereto, UBS AG, Stamford Branch, as administrative
agent, Credit Suisse First Boston, Cayman Islands Branch, as
syndication agent, CIBC World Markets Corp., as
documentation agent, and UBS Warburg LLC and Credit Suisse
First Boston Corporation, as joint lead arrangers (the
"Credit Agreement").
10.2* Borrower Security and Pledge Agreement of the Company, dated
as of April 19, 2002, by the Company, in favor of UBS AG,
Stamford Branch, as administrative agent.
10.3* Form of Subsidiary Security and Pledge Agreement, by each
subsidiary of the Company from time to time party thereto in
favor of UBS AG, Stamford Branch, as administrative agent,
on behalf of the Secured Parties (as defined in the Credit
Agreement).
10.4* Form of Subsidiary Guaranty, by each subsidiary of the
Company from time to time party thereto in favor of UBS AG,
Stamford Branch, as administrative agent, on behalf of the
Secured Parties (as defined in the Credit Agreement).
10.5* Assumption Agreement, dated as of April 19, 2002, by and
among the Company and AMI Management Company, as guarantors.
10.6* Agreement of Sale, dated as of January 30, 1984, between USX
Corporation (formerly United States Steel Corporation)
("USX") and the Company (incorporated by reference to
Exhibit 10.1 of the Company's Registration Statement on Form
S-1, File No. 33-64788).
10.7* Amendment Agreement, dated as of February 29, 1984, between
USX and the Company (incorporated by reference to Exhibit
10.2 of the Company's Registration Statement on Form S-1,
File No. 33-64788).
10.8* Form of Indemnification Agreement between the Company and
each of the directors and executive officers of the Company
(incorporated by reference to Exhibit 10.14 to the Company's
Registration Statement on Form S-1, File No. 33-84110).
10.9* Incentive Bonus Plan of the Company (incorporated by
reference to Exhibit 10.10 of the Company's Annual Report on
Form 10-K filed for December 31, 2000).
10.10* Severance Agreement, dated December 27, 2001, between the
Company and Robert F. Hogan, Jr. (incorporated by reference
to Exhibit 10.13 of the Company's Annual Report on Form 10-K
filed for December 31, 2001).
10.11* Management Agreement, dated as of April 19, 2002, by and
between Harvest Partners, Inc. and the Company.
10.12* Asset Purchase Agreement, dated as of June 24, 2002, between
the Company and AmerCable Incorporated.
10.13* Associated Materials Holdings Inc. 2002 Stock Option Plan.
10.14* Employment Agreement, dated as of July 1, 2002, between the
Company and Michael Caporale, Jr.
10.15* Employment Agreement, dated as of August 21, 2002, between
the Company and D. Keith LaVanway.
10.16** Agreement, dated as of January 1, 1998, between Shintech
Incorporated and the Alside division of the Company.+
10.17* Associated Materials Holdings Inc. Stock Option Award
Agreement, dated September 4, 2002, between Associated
Materials Holdings Inc. and Michael J. Caporale, Jr.
10.18* Associated Materials Holdings Inc. Stock Option Award
Agreement, dated September 4, 2002, between Associated
Materials Holdings Inc. and Michael J. Caporale, Jr.
10.19* Employment Agreement, dated as of August 21, 2002, between
the Company and Kenneth L. Bloom.
10.20* Employment Agreement, dated as of August 21, 2002, between
the Company and Robert M. Franco.
12.1* Statement of Computation of Ratio of Earnings to Fixed
Charges.
</Table>

II-3

<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

21.1* Subsidiaries of the Company.
23.1* Consent of Ernst & Young LLP, Independent Auditors.
23.2* Consent of White & Case LLP (included in Exhibit 5.1).
24.1* Power of Attorney (included on signature page to
Registration Statement).
25.1* Statement of Eligibility of Trustee.
99.1* Form of Letter of Transmittal.
99.2* Form of Notice of Guaranteed Delivery.
99.3* Consent from Pure Strategy.
</Table>

- ---------------

* Previously filed.

** Filed herewith.

+ Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment of information in accordance with Rule 406 of the
Securities Act.

ITEM 22. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(a) 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.

(b) 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.

(c) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement 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.

(d) 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
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 registrant
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 registrant 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 of whether indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-4 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunder duly
authorized, in the City of Cuyahoga Falls, State of Ohio on October 16, 2002.

ASSOCIATED MATERIALS INCORPORATED

By: /s/ D. KEITH LAVANWAY
------------------------------------
Name: D. Keith LaVanway
Title: Vice President -- Chief
Financial Officer, Treasurer
and Secretary

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons, in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

* Chairman of the Board October 16, 2002
- ------------------------------------------------
Ira D. Kleinman

* President, Chief Executive October 16, 2002
- ------------------------------------------------ Officer and Director
Michael J. Caporale, Jr. (Principal Executive Officer)

* Vice President -- Chief October 16, 2002
- ------------------------------------------------ Financial Officer, Treasurer
D. Keith LaVanway and Secretary
(Principal Financial Officer
and Principal Accounting
Officer)

* Director October 16, 2002
- ------------------------------------------------
Thomas Arenz

* Director October 16, 2002
- ------------------------------------------------
Jonathan Angrist

*By: /s/ D. KEITH LAVANWAY October 16, 2002
------------------------------------------------
D. Keith LaVanway
Attorney-in-fact
</Table>

II-5

SIGNATURES

ALSIDE, INC.

By: /s/ D. KEITH LAVANWAY
------------------------------------
Name: D. Keith LaVanway
Title: Vice President, Treasurer
and Secretary

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons, in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

* President and Director October 16, 2002
- ------------------------------------------------ (Principal Executive Officer)
Michael J. Caporale, Jr.

* Vice President, Treasurer October 16, 2002
- ------------------------------------------------ Secretary and Director
D. Keith LaVanway (Principal Financial Officer and
Principal Accounting Officer)

*By: /s/ D. KEITH LAVANWAY
------------------------------------------
D. Keith LaVanway
Attorney-in-fact
</Table>

II-6

EXHIBITS INDEX

<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

2.1* Agreement and Plan of Merger, dated as of March 16, 2002, by
and among Associated Materials Holdings Inc. (formerly known
as Harvest/AMI Holdings Inc.), Simon Acquisition Corp. and
the Company (incorporated by reference to Exhibit 99(d)(1)
of Schedule TO filed by Associated Materials Holdings, Inc.
and certain affiliates, File No. 005-53705, filed on March
22, 2002).
3.1* Amended and Restated Certificate of Incorporation of the
Company.
3.2* Amended and Restated By-Laws of the Company.
3.3* Certificate of Incorporation of Alside, Inc.
3.4* Amended and Restated Bylaws of Alside, Inc.
4.1* Registration Rights Agreement, dated as of April 23, 2002,
by and among the Company, AMI Management Company, Credit
Suisse First Boston Corporation, UBS Warburg LLC and CIBC
World Markets Corp.
4.2* Indenture governing the Company's 9 3/4% Senior Subordinated
Notes Due 2012, dated as of April 23, 2002, by and among the
Company, AMI Management Company and Wilmington Trust
Company.
4.3* Supplemental Indenture governing the Company's 9 3/4% Senior
Subordinated Notes Due 2012, dated as of May 10, 2002 by and
among the Company, AMI Management Company, Alside, Inc. and
Wilmington Trust Company.
4.4* Form of the Company's 9 3/4% Senior Subordinated Note due
2012.
4.5* Form of Indenture governing the Company's 9 1/4% Senior
Subordinated Notes due 2008, between the Company and The
Bank of New York Trust Company of Florida, N.A. (as
successor to U.S. Trust Company of Texas, N.A.)
(incorporated by reference to Exhibit 4.1 of the Company's
Registration Statement on Form S-1/A, File No. 3333-42067,
filed on January 30, 1998).
4.6* First Supplemental Indenture governing the Company's 9 1/4%
Senior Subordinated Notes due 2008, dated as of April 4,
2002, by and among the Company and The Bank of New York
Trust Company of Florida, N.A (as successor to U.S. Trust
Company of Texas, N.A.).
4.7* Form of 9 1/4% Senior Subordinated Note due 2008
(incorporated by reference to Exhibit A of Exhibit 4.1 of
the Company's Registration Statement on Form S-1/A, File No.
333-42067, filed on January 30, 1998).
5.1* Legal Opinion of White & Case LLP as to the legality of the
securities being issued.
10.1* Credit Agreement, dated as of April 19, 2002, by and among
the Company, Associated Materials Holdings Inc., the various
financial institutions and other Persons from time to time
parties thereto, UBS AG, Stamford Branch, as administrative
agent, Credit Suisse First Boston, Cayman Islands Branch, as
syndication agent, CIBC World Markets Corp., as
documentation agent, and UBS Warburg LLC and Credit Suisse
First Boston Corporation, as joint lead arrangers (the
"Credit Agreement").
10.2* Borrower Security and Pledge Agreement of the Company, dated
as of April 19, 2002, by the Company, in favor of UBS AG,
Stamford Branch, as administrative agent.
10.3* Form of Subsidiary Security and Pledge Agreement, by each
subsidiary of the Company from time to time party thereto in
favor of UBS AG, Stamford Branch, as administrative agent,
on behalf of the Secured Parties (as defined in the Credit
Agreement).
10.4* Form of Subsidiary Guaranty, by each subsidiary of the
Company from time to time party thereto in favor of UBS AG,
Stamford Branch, as administrative agent, on behalf of the
Secured Parties (as defined in the Credit Agreement).
10.5* Assumption Agreement, dated as of April 19, 2002, by and
among the Company and AMI Management Company, as guarantors.
10.6* Agreement of Sale, dated as of January 30, 1984, between USX
Corporation (formerly United States Steel Corporation)
("USX") and the Company (incorporated by reference to
Exhibit 10.1 of the Company's Registration Statement on Form
S-1, File No. 33-64788).
</Table>

<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

10.7* Amendment Agreement, dated as of February 29, 1984, between
USX and the Company (incorporated by reference to Exhibit
10.2 of the Company's Registration Statement on Form S-1,
File No. 33-64788).
10.8* Form of Indemnification Agreement between the Company and
each of the directors and executive officers of the Company
(incorporated by reference to Exhibit 10.14 to the Company's
Registration Statement on Form S-1, File No. 33-84110).
10.9* Incentive Bonus Plan of the Company (incorporated by
reference to Exhibit 10.10 of the Company's Annual Report on
Form 10-K filed for December 31, 2000).
10.10* Severance Agreement, dated December 27, 2001, between the
Company and Robert F. Hogan, Jr. (incorporated by reference
to Exhibit 10.13 of the Company's Annual Report on Form 10-K
filed for December 31, 2001).
10.11* Management Agreement, dated as of April 19, 2002, by and
between Harvest Partners, Inc. and the Company.
10.12* Asset Purchase Agreement, dated as of June 24, 2002, between
the Company and AmerCable Incorporated.
10.13* Associated Materials Holdings Inc. 2002 Stock Option Plan.
10.14* Employment Agreement, dated as of July 1, 2002, between the
Company and Michael
Caporale, Jr.
10.15* Employment Agreement, dated as of August 21, 2002, between
the Company and D. Keith LaVanway.
10.16** Agreement, dated as of January 1, 1998, between Shintech
Incorporated and the Alside division of the Company.+
10.17* Associated Materials Holdings Inc. Stock Option Award
Agreement, dated September 4, 2002, between Associated
Materials Holdings Inc. and Michael J. Caporale, Jr.
10.18* Associated Materials Holdings Inc. Stock Option Award
Agreement, dated September 4, 2002, between Associated
Materials Holdings Inc. and Michael J. Caporale, Jr.
10.19* Employment Agreement, dated as of August 21, 2002, between
the Company and Kenneth L. Bloom.
10.20* Employment Agreement, dated as of August 21, 2002, between
the Company and Robert M. Franco.
12.1* Statement of Computation of Ratio of Earnings to Fixed
Charges.
21.1* Subsidiaries of the Company.
23.1* Consent of Ernst & Young LLP, Independent Auditors.
23.2* Consent of White & Case LLP (included in Exhibit 5.1).
24.1* Power of Attorney (included on signature page to
Registration Statement).
25.1* Statement of Eligibility of Trustee.
99.1* Form of Letter of Transmittal.
99.2* Form of Notice of Guaranteed Delivery.
99.3* Consent from Pure Strategy
</Table>

- ---------------

* Previously filed.

** Filed herewith.

+ Certain provisions of this exhibit have been omitted pursuant to a request
for confidential treatment of information in accordance with Rule 406 of the
Securities Act.