1
================================================================================
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
Date of Report (Date of earliest event reported) APRIL 29, 2001
ASSOCIATED MATERIALS INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 0-24956 75-1872487
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2200 ROSS AVENUE, SUITE 4100 EAST, DALLAS, TEXAS 75201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 220-4600
================================================================================
2
ITEM 5. OTHER EVENTS.
On April 29, 2001, Associated Materials Incorporated (the "Company")
repurchased 1,000,000 shares of its class B common stock, par value $.0025 per
share (the "Class B Shares"), from The Prudential Insurance Company of America
("Prudential") and its wholly owned subsidiary, PCG Finance Company II, LLC
("PCG"). The purchase price was $19.50 per Class B Share, or $19,500,000 in the
aggregate. A copy of the Stock Disposition Agreement among the Company,
Prudential and PCG has been filed as an exhibit to this report and is
incorporated herein by reference.
The Company financed the repurchase of the Class B Shares through
available cash and borrowings under the Company's existing bank credit facility.
Following the repurchase, Prudential and PCG will continue to own, in
the aggregate, 550,000 Class B Shares.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS. The following exhibits are filed herewith:
Exhibit
Number Description
10.1 Stock Disposition Agreement, dated as of
April 29, 2001, between Associated
Materials Incorporated, The Prudential
Insurance Company of America and PCG
Finance Company II, LLC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ASSOCIATED MATERIALS INCORPORATED
By: /s/ Robert L. Winspear
--------------------------------------
Robert L. Winspear
Vice President and Chief Financial
Officer
Date: April 30, 2001
2
3
INDEX TO EXHIBITS
Exhibit
Number Description
------ -----------
10.1 Stock Disposition Agreement, dated as of
April 29, 2001, between Associated
Materials Incorporated, The Prudential
Insurance Company of America and PCG
Finance Company II, LLC.
3