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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): AUGUST 3, 1998
ATRIUM COMPANIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 333-20095 75-2642488
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
1341 W. MOCKINGBIRD LANE
SUITE 1200W 75247
DALLAS, TEXAS (Zip code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: (214) 630-5757
N/A
(former address if changed since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
Atrium Corporation (the "Company"), parent company of Atrium
Companies, Inc., entered into an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of August 3, 1998, by and among D and W Holdings, Inc.
("Parent"), D and W Acquisition Corp. ("Sub") and the Securityholders named
therein, pursuant to which Sub would merge with and into the Company and the
Company would become a wholly-owned subsidiary of Parent (the "Merger"). The
transactions contemplated in the Merger Agreement value the Company at
approximately $225 million.
The closing of the Merger is dependent upon the expiration of the
Hart-Scott-Rodino waiting period and other customary closing conditions as set
forth in the Merger Agreement.
Except for historical information contained therein, the statements in
the press release included as an exhibit hereto are forward-looking statements
that are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements involve known and
unknown risks and uncertainties which may cause the Company's actual results in
future periods to differ materially from forecasted results. There can be no
assurance that the Merger will be consummated or that the statements made in
the press release included as an exhibit hereto relating to future events will
be achieved.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
*99.1 Press Release of Atrium Corporation dated August 10,
1998.
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*Filed herewith
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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 thereunto duly authorized.
ATRIUM CORPORATION
By: /s/ Jeff L. Hull
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Name: Jeff L. Hull
Title: Chief Financial Officer and Secretary
Date: August 12, 1998
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INDEX TO EXHIBITS
EXHIBIT
NUMBER
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*99.1 Press Release of Atrium Corporation dated August 10, 1998.
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*Filed herewith