SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 1, 1995 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO ________
COMMISSION FILE NUMBER 1-4087
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PLY GEM INDUSTRIES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 11-1727150
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) 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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INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL
REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
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INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S
CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE:
CLASS OUTSTANDING AT AUGUST 3,1995
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COMMON STOCK, PAR VALUE $.25 PER SHARE 14,560,784 SHARES
PLY GEM INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(IN THOUSANDS)
JULY 1, DECEMBER 31
ASSETS 1995 1994
------------------------------------- -------- -----------
(UNAUDITED)
CASH AND CASH EQUIVALENTS $ 1,769 $ 14,403
MARKETABLE SECURITIES 1,853 1,813
ACCOUNTS RECEIVABLE, NET OF ALLOWANCE
OF $6,234; $6,353 IN 1994 44,073 42,243
INVENTORIES 108,355 103,089
PREPAID AND DEFERRED INCOME TAXES 18,230 17,426
PREPAID EXPENSES AND OTHER CURRENT
ASSETS 10,263 6,257
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TOTAL CURRENT ASSETS 184,543 185,231
PROPERTY, PLANT AND EQUIPMENT - AT COST
NET OF ACCUMULATED DEPRECIATION AND
AMORTIZATION OF $48,002; $43,846 IN
1994 87,129 77,084
PATENTS AND TRADEMARKS, NET OF
ACCUMULATED AMORTIZATION OF $8,400;
$7,825 IN 1994 15,902 16,464
OTHER INTANGIBLE ASSETS - NET 16,068 16,586
COST IN EXCESS OF NET ASSETS ACQUIRED -
NET 24,042 24,647
OTHER ASSETS 27,960 25,557
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$355,644 $345,569
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $ 55,599 $ 60,840
ACCRUED RESTRUCTURING 9,962 13,413
CURRENT MATURITIES OF LONG-TERM DEBT
AND CAPITAL LEASES 464 480
-------- --------
TOTAL CURRENT LIABILITIES 66,025 74,733
LONG-TERM DEBT 101,146 79,501
CAPITAL LEASES 7,133 7,159
OTHER LIABILITIES 23,284 22,540
STOCKHOLDERS' EQUITY:
PREFERRED STOCK, $.01 PAR VALUE;
AUTHORIZED 5,000,000 SHARES; NONE
ISSUED - -
COMMON STOCK, $.25 PAR VALUE;
AUTHORIZED 60,000,000 SHARES;
ISSUED 17,406,005;
17,296,195 IN 1994 4,352 4,324
ADDITIONAL PAID-IN CAPITAL 148,032 146,967
RETAINED EARNINGS 59,885 62,397
LESS: TREASURY STOCK-AT COST
(2,872,025 SHARES; 2,745,319 IN 53,144 50,954
1994)
UNAMORTIZED RESTRICTED STOCK 1,069 1,098
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TOTAL STOCKHOLDERS' EQUITY 158,056 161,636
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$355,644 $345,569
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SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
2
PLY GEM INDUSTRIES, INC., AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS EXCEPT PER SHARE DATA)
QUARTER ENDED
---------------------
JULY 1, JULY 2,
1995 1994
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NET SALES $199,571 $219,805
COST OF GOODS SOLD 165,801 173,726
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GROSS PROFIT 33,770 46,079
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES 29,974 32,494
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INCOME FROM OPERATIONS 3,796 13,585
INTEREST EXPENSE (1,770) (1,750)
INVESTMENT AND OTHER INCOME (EXPENSE), (408) (459)
NET -------- --------
INCOME BEFORE INCOME TAXES 1,618 11,376
INCOME TAXES 590 5,111
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NET INCOME $ 1,028 $ 6,265
======== ========
EARNINGS PER SHARE:
PRIMARY $ .07 $ .40
FULLY DILUTED .07 .40
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING:
PRIMARY 14,440 15,756
FULLY DILUTED 14,440 15,756
CASH DIVIDENDS PER SHARE $ .03 $ .03
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
3
PLY GEM INDUSTRIES, INC., AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS EXCEPT PER SHARE DATA)
SIX MONTHS
ENDED
----------------------
JULY 1, JULY 2,
1995 1994
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NET SALES $359,806 $383,217
COST OF GOODS SOLD 301,607 310,661
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GROSS PROFIT 58,199 72,556
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES 56,947 58,807
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INCOME FROM OPERATIONS 1,252 13,749
INTEREST EXPENSE (3,248) (4,412)
INVESTMENT AND OTHER INCOME (EXPENSE),
NET (980) (333)
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INCOME (LOSS) BEFORE INCOME TAXES (2,976) 9,004
INCOME TAXES (BENEFIT) (1,339) 4,044
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NET INCOME (LOSS) $ (1,637) $ 4,960
======== ========
EARNINGS (LOSS) PER SHARE:
PRIMARY $ (.11) $ .36
FULLY DILUTED (.11) .34
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING:
PRIMARY 14,444 13,639
FULLY DILUTED 14,444 14,623
CASH DIVIDENDS PER SHARE $ .06 $ .06
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
4
PLY GEM INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
SIX MONTHS ENDED
----------------
JULY 1, JULY 2,
1995 1994
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CASH FLOWS FROM OPERATING ACTIVITIES:
-------------------------------------
NET INCOME (LOSS) $ (1,637) $ 4,960
ADJUSTMENTS TO RECONCILE NET INCOME
TO NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION $ 6,787 $ 6,930
PROVISION FOR DOUBTFUL ACCOUNTS 156 1,123
CHANGES IN ASSETS AND LIABILITIES:
ACCOUNTS RECEIVABLE (1,711) (24,046)
INVENTORIES (5,398) (16,185)
PREPAID EXPENSES AND OTHER CURRENT
ASSETS (4,810) (5,922)
ACCOUNTS PAYABLE AND ACCRUED
EXPENSES (5,241) 5,258
RESTRUCTURING (3,784) -
OTHER (1,659) (15,660) 961 (31,881)
------- -------- -------- --------
NET CASH USED IN OPERATING
ACTIVITIES (17,297) (26,921)
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CASH FLOWS FROM INVESTING ACTIVITIES:
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ADDITIONS TO PROPERTY, PLANT AND (15,804) (7,654)
EQUIPMENT
OTHER 900 546
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NET CASH USED IN INVESTING ACTIVITIES (14,904) (7,108)
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CASH FLOWS FROM FINANCING ACTIVITIES:
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PURCHASE OF TREASURY SHARES (2,190) -
LONG-TERM BORROWINGS 21,603 36,328
REPAYMENTS OF LONG-TERM DEBT - (4,240)
CASH DIVIDENDS (875) (776)
OTHER 1,029 411
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NET CASH PROVIDED BY FINANCING
ACTIVITIES 19,567 31,723
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NET DECREASE IN CASH AND CASH
EQUIVALENTS (12,634) (2,306)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 14,403 12,499
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CASH AND CASH EQUIVALENTS AT END OF
PERIOD $ 1,769 $10,193
======== ========
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
5
PLY GEM INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 - The accompanying financial statements have been prepared without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. The Company revised the statement of operations reporting format
to include amortization expense relating to intangible assets as a selling,
general and administrative expense. Previously such amortization had been
reported as a separate expense caption after income from operations. In
addition, certain other prior year items have been reclassified to conform to
the 1995 presentation .
These statements include all adjustments, consisting only of normal
recurring accruals, considered necessary for a fair presentation of financial
position and results of operations. The financial statements included herein
should be read in conjunction with the financial statements and notes thereto
included in the latest annual report on Form 10-K.
In 1994 the Company modified its interim fiscal reporting periods. Each
period will end on the Saturday nearest to the end of the respective calendar
quarters for March, June and September. This change will have no effect on the
annual reporting period which will continue to end on December 31.
Note 2 - During 1994, the Company recorded a charge of approximately $29.1
million related to a restructuring program. The status of the components of
the restructuring provision at the end of the period was:
(IN THOUSANDS)
BALANCE AT
DECEMBER 31, 1995 Balance at
1994 Activity July 1, 1995
---------- -------- ------------
Consolidation and closure of facilities, including
severance and related costs $ 15,100 $ 3,900 $ 11,200
Other severance and related costs 3,900 500 3,400
Abandonment of certain information systems 1,300 - 1,300
Other, including lease termination expenses and
costs to execute the restructuring program 2,000 400 1,600
-------- -------- --------
$ 22,300 $ 4,800 $ 17,500*
======== ======== ========
* The following amounts are included in the consolidated balance sheet at July 1, 1995 under the captions: "accrued
restructuring" ($10.0 million), "other liabilities" ($4.1 million), property, plant and equipment" (reduction of $1.4 million),
"inventory (reduction of $1.0 million), "accounts receivable" (reduction of $ .5 million) and various other asset accounts
(reduction of $ .5 million).
The Company has completed the consolidation or closure of five facilities
since the inception of the program. As of July 1, 1995, approximately 450
positions have been eliminated. See Management's Discussion and Analysis of
Financial Condition and Results of Operations for further discussion.
NOTE 3 -The major classes of inventories were as follows:
(In Thousands)
July 1, 1995 December 31, 1994
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Finished goods $ 55,954 $ 52,390
Work in process 13,507 18,002
Raw materials 38,894 32,697
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$108,355 $103,089
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6
PLY GEM INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4 - Earnings (loss) per share of common stock are computed by dividing net
earnings (loss) by the weighted average number of common shares outstanding.
Stock options have been excluded from the calculations for the quarter and six
month periods ended July 1, 1995 as their effect would be anti-dilutive.
Earnings per share in 1994 is calculated using the modified treasury stock
method, which limits the assumed purchase of treasury shares to 20% of the
outstanding common shares.
NOTE 5 - Supplemental cash flow information for the six month periods are as
follows:
(In Thousands)
July 1, 1995 July 2, 1994
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Interest paid $3,022 $2,181
Income taxes paid 662 2,487
NOTE 6 - The accumulated amortization of cost in excess of net assets acquired
and other intangibles is $27,233,000 at July 1, 1995 and $25,990,000 at
December 31, 1994.
NOTE 7 - The Company's loan agreements with its banks require a specified
leverage ratio, fixed charge ratio and tangible net worth levels as well as the
maintenance of certain other financial ratios, among its provisions. Under the
most restrictive of these covenants, at July 1, 1995 approximately $2,000,000
of retained earnings was available for the payment of dividends in 1995.
NOTE 8 - Hoover Treated Wood Products, Inc. ("Hoover"), a wholly-owned
subsidiary of the Company, is a defendant, along with many other parties, in a
number of commercial lawsuits, including a purported class action on behalf of
certain Maryland homeowners, alleging property damage caused by alleged
defects in certain pressure treated interior wood products. Hoover has not
manufactured or sold these products since August 1988. The Company is also a
defendant in some of these suits. The number of lawsuits pending, as of July
1, 1995, as well as the number of lawsuits filed since 1993, have declined
significantly from earlier periods.
Most of the suits and claims have been resolved by dismissal or
settlement. In those suits that remain pending, direct defense costs are
being paid out of insurance proceeds. Two actions have proceeded to trial
against Hoover and resulted in jury verdicts against it. In one of these
actions, judgment was entered in Hoover's favor by the court after a jury
verdict against it and the plaintiff's petition to appeal the judgment entered
in Hoover's favor was denied. Hoover is appealing the other judgment and
believes that it has meritorious grounds for overturning it in whole or in
part.
7
PLY GEM INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 8 (Continued) -Hoover and the Company have engaged in litigation with
some of their insurers regarding coverage for these lawsuits and claims.
Hoover has settled its coverage claims with a majority of its insurers and is
negotiating settlements with others. Hoover and the Company believe they have
meritorious claims for coverage from their remaining unsettled insurers and
are seeking declaratory judgments confirming such coverage. The proceeds from
settled insurance claims, along with the proceeds from a settlement of claims
by Hoover against certain suppliers of materials used by it in the production
of treated wood, are available for the settlement of the underlying property
damage actions, including the jury verdict now on appeal. The Company believes
that Hoover's remaining coverage disputes will be resolved within the next two
years on a satisfactory basis and a substantial amount of additional coverage
will be available to Hoover. In reaching this belief, it has analyzed
Hoover's insurance coverage, considered its history of successful settlements
with primary and excess insurers and consulted with counsel.
Hoover and the Company are vigorously defending the underlying lawsuits
which cannot be resolved on a reasonable basis and believe that they have
meritorious defenses to those suits including, in the case of the Company, the
defense that it has been improperly joined, as it did not manufacture or
market the Hoover products at issue, and is not legally liable for the damage
allegedly caused by them.
Hoover has recorded a receivable at July 1, 1995 (included in other
assets) for approximately $12.8 million for the estimated proceeds and
recoveries related to insurance matters discussed above and recorded an
accrual for the same amount (included in other liabilities) for its estimated
cost to resolve those matters not presently covered by existing settlements
with insurance carriers and suppliers.
In evaluating the effect of the lawsuits, a number of factors have been
considered, including: the number and exposure posed by the pending lawsuits;
the significant decline in the number of lawsuits filed since 1993 and to
date; the availability of various legal defenses, including statutes of
limitations; the existence of settlement protocols; an agreement indemnifying
Hoover as to certain past and future claims; and Hoover's experience to date
in settling with its insurance companies and the likely availability of
proceeds from additional insurance. Based on its evaluation, the Company
believes that the ultimate resolution of the lawsuits and the insurance claims
will not have a material adverse effect upon the financial position of the
Company.
8
PLY GEM INDUSTRIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
QUARTER AND SIX MONTHS ENDED JULY 1, 1995
Results of Operations
---------------------
Net sales for the second quarter of 1995 totaled $199.6 million, a
decrease of 9.2% over the same period in 1994. For the six months ended July
1, 1995, net sales declined from $383.2 million to $359.8 million or 6.1% from
the comparison period in 1994. The primary cause of the decline in sales was
the Company's planned exit or de-emphasis of certain low margin products.
Excluding these products, net sales declined 3% and 1% respectively, for the
quarterly and six month periods from a year ago. Unit volume declined at the
Company's wood window business which was partially offset by increases in the
Company's vinyl window and siding businesses. Furthermore, a general decline
in lumber prices affected dollar sales volume at the Company's Specialty Wood
businesses.
Gross profit, expressed as a percentage of sales, was 16.9% in the second
quarter of 1995 compared with 21.0% for the same 1994 period. The first half
of 1995 gross profit was 16.2% as compared to 18.9% for the first half of 1994.
The 1995 gross margins have been impacted by higher conversion costs, including
costs related to the restructuring program such as training and moving costs,
and new product manufacturing start-up costs. In addition, higher commodity
costs, particularly PVC resin and glass had a negative impact on gross margins,
as did declining lumber prices in the Company's Specialty Wood businesses.
Selling, general and administrative expenses, as a percentage of sales,
for the 1995 second quarter were essentially flat compared to the 1994 second
quarter, however, as reported, selling, general and administrative expenses
declined approximately $2.5 million for the quarterly comparison. The decline
is primarily attributable to a lower provision for bad debts, lower marketing
expenses and lower amortization expenses related to intangible assets partially
offset by higher corporate expenses mostly related to the restructuring
activities. For the 1995 first half comparison, selling, general and
administrative expenses were 15.8% in 1995 compared to 15.3% in 1994.
Interest expense declined approximately $1.2 million for the first half
of 1995 when compared to the first half of 1994 and was approximately the same
for the quarterly comparison periods. Lower interest expense for the first half
of 1995 resulted primarily from the conversion of the Company's 10% debentures
into common stock on March 25, 1994.
Investment and other income expense, net was $1.0 million for the six
months ended July 1, 1995 compared to $ .3 million for the same period a year
ago. The increase is primarily due to higher accounts receivable programs costs
due to an increase in the amount of receivables sold under this program.
The Company's effective tax rate in the second quarter of 1995 is
36.5%, which compares with 44.9% in the second quarter of 1994. The effective
tax rate for first half of 1995 and 1994 was approximately 45%. The lower
effective rate for the second quarter of 1995 resulted from the revision of the
Company's estimate of the effective tax rate expected to be applicable for the
full year.
During 1994 the Company commenced a restructuring program designed to
improve its cost structure primarily through facilities consolidations and
closures, abandonment of certain information systems and workforce reductions
and accrued $29.1 million for these planned actions. Implementation of several
initiatives included in the restructuring program have been
9
PLY GEM INDUSTRIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
QUARTER AND SIX MONTHS ENDED JULY 1, 1995
delayed or have resulted in higher costs than originally anticipated. As a
result the Company does not expect to realize the majority of the savings from
full implementation of the restructuring program until 1996 and thereafter. As
previously disclosed, however, there can be no assurance that the Company will
realize any significant future savings.
As a result of the aforementioned factors, the Company experienced lower
levels of operating and net income for the quarterly and six month comparison
periods.
The Company is taking a number of steps to improve operating results in
the second half of 1995 and beyond. These actions include: implementation of
a new information system at the Company's window businesses, aggressive
procurement initiatives, particularly with regard to PVC resin and glass;
elimination of costly consulting fees; reduction of administrative expenses;
and the creation and implementation of new employee productivity programs.
As a result of the actions outlined above, the Company believes that
operating results for the second half of 1995 will be improved when compared to
the first half of 1995, but will be lower than the comparable period for 1994
before the nonrecurring charges due to previously mentioned delays and
difficulties associated with the restructuring program.
Liquidity and Capital Resources
-------------------------------
The Company used $17.3 million in cash from operations during the first
six months of 1995 principally as a result of lower net income, a seasonable
increase in working capital and costs related to certain restructuring
activities.
Significant investing activities during the first six months of 1995
include capital expenditures of $15.8 million primarily incurred in the
Company's Windows, Doors and Siding subsidiaries and costs associated with the
Company's new information system.
Significant financing activities in the first six months of 1995 related
to the net increase in revolving credit borrowings of $21.6 million used
principally to finance the working capital and capital expenditures of the
Company.
The Company's current ratio improved to 2.8 to 1 at July 1, 1995 compared
to 2.5 at December 31, 1994.
The Company has a revolving credit facility with a syndicate of twelve
banks which provides financing through February 1999. Availability under this
facility was approximately $51 million at July 1, 1995.
The Company anticipates that internally generated funds from operations,
existing cash balances and the Company's existing credit facility should be
sufficient to satisfy its cash requirements.
10
PLY GEM INDUSTRIES, INC. AND SUBSIDIARIES
July 1, 1995
PART II - OTHER INFORMATION
All items are inapplicable except:
Item 1. Legal Proceedings.
See Note 8 to the consolidated financial statements.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Stockholders of Ply Gem Industries, Inc. was held on
May 11, 1995.
(b) The directors named in the Proxy Statement constituting the entire Board
of Directors were elected to one year terms expiring in 1996, as follows:
FOR WITHHELD
--- --------
Albert Hersch 12,813,477 96,655
Jeffrey S. Silverman 12,793,229 116,903
Herbert P. Dooskin 12,823,262 86,870
Joseph Goldenberg 12,821,134 88,998
Elihu H. Modlin 12,806,123 104,009
William Lilley 12,824,087 86,045
(c) At the Annual Meeting, the stockholders voted upon a proposal to amend the
Company's Certificate of Incorporation to increase the authorized shares of
common stock from 30,000,000 shares to 60,000,000 shares as follows:
For the proposal: 11,745,102
Against the proposal: 1,126,896
Withheld: 38,134
The Notice of Annual Meeting of Stockholders and Proxy Statement for Ply Gem
Industries, Inc. dated April 10, 1995 was filed with the Securities and
Exchange Commission pursuant to Regulation 14A of the Act and is incorporated
herein by reference.
Item 5. Other information
On August 2, 1995, the Company engaged the investment banking firm of Bear,
Stearns & Co. Inc. to explore strategic alternatives for the Company with the
intent of maximizing shareholder value, including the possible sale of the
Company. The Company does not expect to disclose developments with respect to
its exploration of strategic alternatives unless and until it is in a position
to announce a definitive transaction. Furthermore, no assurances can be given
that the process will result in any specific transaction.
11
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits: Exhibit 11 - Schedule of Computations of Net Income
Per Share.
Exhibit 27 - Financial Data Schedule
(b) Reports - No reports on Form 8-K were filed during the quarter ended
July 1, 1995.
12
PLY GEM INDUSTRIES, INC. AND SUBSIDIARIES
FORM 10-Q
July 1, 1995
S I G N A T U R E S
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.
Ply Gem Industries, Inc.
------------------------
(Registrant)
Date: August 15, 1995 /s/ Herbert P. Dooskin
--------------- --------------------------
Executive Vice President
Principal Financial Officer
13