UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
February 1, 2006
Date of Report (Date of earliest event reported)
ASSOCIATED MATERIALS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Delaware 000-24956 75-1872487
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
3773 State Road
Cuyahoga Falls, Ohio 44223
(Address of Principal Executive Offices)
(330) 929-1811
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On February 1, 2006, Associated Materials Incorporated ("AMI") entered into
Amendment No. 1 (the "Amendment") to its Second Amended and Restated Credit
Agreement, dated as of December 22, 2004, by and among AMI and Gentek Building
Products Limited, as borrowers, Associated Materials Holdings Inc. and AMH
Holdings, Inc., as guarantors, the lenders party thereto, UBS AG, Stamford
Branch, as the U.S. Administrative Agent and Canadian Imperial Bank of Commerce,
as the Canadian Administrative Agent (the "Second Amended and Restated Credit
Agreement"). We refer to the Second Amended and Restated Credit Agreement as the
"AMI senior credit facility."
The Amendment to the AMI senior credit facility (i) increases the interest
margins on each of the term loan facility and revolving credit facility by 25
basis points; (ii) increases the U.S. portion of the revolving credit facility
from U.S.$60 million to U.S.$70 million; and (iii) amends certain covenants, in
particular, the Leverage Ratio, the Interest Coverage Ratio and the Fixed Charge
Coverage Ratio (each as defined in the AMI senior credit facility).
The description of the Amendment is qualified in its entirety by reference
to the Amendment, which is filed as Exhibit 10.1 to this Form 8-K, and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description of Document
10.1 Amendment No. 1 to the Second Amended and Restated Credit
Agreement, dated as of February 1, 2006, by and among
Associated Materials Incorporated and Gentek Building
Products Limited, as borrowers, Associated Materials
Holdings Inc. and AMH Holdings, Inc., as guarantors, the
lenders party thereto, UBS AG, Stamford Branch, as the U.S.
Administrative Agent and Canadian Imperial Bank of Commerce,
as the Canadian Administrative Agent
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ASSOCIATED MATERIALS INCORPORATED
DATE: February 6, 2006 By: /s/ D. Keith LaVanway
-------------------------------------------
D. Keith LaVanway
Vice President - Finance,
Chief Financial Officer,
Treasurer and Secretary
EXHIBIT INDEX
Exhibit No. Exhibit [GRAPHIC OMITTED[GRAPHIC OMITTED]
10.1 Amendment No. 1 to the Second Amended and Restated Credit
Agreement, dated as of February 1, 2006, by and among Associated
Materials Incorporated and Gentek Building Products Limited, as
borrowers, Associated Materials Holdings Inc. and AMH Holdings,
Inc., as guarantors, the lenders party thereto, UBS AG, Stamford
Branch, as the U.S. Administrative Agent and Canadian Imperial
Bank of Commerce, as the Canadian Administrative Agent