UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
August 29, 2003
Date of Report (Date of earliest event reported)
ASSOCIATED MATERIALS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
75-1872487
Delaware 000-24956 (IRS Employer
(State or Other Jurisdiction of (Commission File Number) Identification No.)
Incorporation)
3773 State Road
Cuyahoga Falls, Ohio 44223
(Address of Principal Executive Offices)
(330) 929-1811
(Registrant's Telephone Number, Including Area Code)
Associated Materials Incorporated ("Associated Materials") hereby amends Item 2
and Item 7 of its current report on Form 8-K filed on September 12, 2003 in
their entirety to read as follows:
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 29, 2003, Associated Materials acquired all of the issued and
outstanding shares of capital stock of Gentek Holdings, Inc. ("Gentek Holdings")
and repaid all indebtedness of Gentek Holdings and its subsidiaries for an
aggregate purchase price of approximately $112.1 million, which includes a
working capital adjustment as well as customary transaction fees. As a result of
the acquisition of Gentek Holdings, Associated Materials owns 100% of the
capital stock of Gentek Holdings.
The acquisition was completed pursuant to a Stock Purchase Agreement,
dated July 31, 2003, by and between Associated Materials and Gentek Holdings, as
amended as of August 29, 2003 (the "Stock Purchase Agreement").
Associated Materials financed the transaction by amending and restating
its existing $165 million credit facility, by adding a term loan to borrow up to
an additional $113.5 million and expanding its revolving loan facility from $40
million to $70 million, including a new Canadian subfacility of $15 million
(USD). UBS, Credit Suisse First Boston and CIBC World Markets arranged the new
credit facility on substantially the same terms and conditions as Associated
Materials' existing credit facility.
At the time of the acquisition, there was no material relationship
between Gentek Holdings and Associated Materials, or any of its affiliates,
directors, officers or associates.
Gentek Holdings is the parent company of Gentek Building Products, Inc.
and Gentek Building Products Limited (collectively, "Gentek"). Gentek
manufactures and distributes vinyl, aluminum and steel siding and accessories
and vinyl windows under the Revere(R) and Gentek(R) brand names. Associated
Materials intends to maintain distinct separation of Gentek's brands from
Associated Materials' existing Alside brand by continuing to offer
differentiated product, sales and marketing support and intends to continue to
use Gentek's assets in a similar manner as they were used by Gentek prior to the
acquisition.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
The financial statements of Gentek Holdings as of December 31, 2002 and
2001 and June 30, 2003 and for the three years ended December 31, 2002 and six
months ended June 30, 2003 and 2002 are included as Exhibit 99.1 hereto.
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated financial data as of June
28, 2003, for the year ended December 31, 2002 and for the six months ended June
28, 2003 are included as exhibit 99.2 hereto.
(c) Exhibits
Exhibit
Number Description of Document
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2.1 Stock Purchase Agreement, dated July 31, 2003, by and among
Associated Materials Incorporated, Gentek Holdings Inc., Gentek
Building Products, Inc., Gentek Building Products Limited, The
Sherwin-Williams Claims Trust, Genstar Capital Corporation,
Ontario Teachers' Pension Plan Board and other stockholders
listed herein (Incorporated by reference to Exhibit 2.1 of the
current report on Form 8-K filed on July 31, 2003).
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2.2 Amendment No. 1 to the Stock Purchase Agreement, dated as of
August 29, 2003, by and among Associated Materials Incorporated,
Gentek Holdings, Inc., Gentek Building Products, Inc., Gentek
Building Products Limited, The Sherwin-Williams Claims Trust,
Genstar Capital Corporation, Ontario Teachers' Pension Plan Board
and other stockholders listed herein (Incorporated by reference
to Exhibit 2.2 of the current report on Form 8-K filed on
September 12, 2003).
99.1 Financial statements of Gentek Holdings, Inc. as of December 31,
2002 and 2001 and June 30, 2003 and for the three years ended
December 31, 2002 and six months ended June 30, 2003 and 2002.
99.2 Unaudited pro forma condensed consolidated financial data as of
June 28, 2003, for the year ended December 31, 2002 and for the
six months ended June 28, 2003.
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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: November 7, 2003 By: /s/ D. Keith LaVanway
-----------------------------
D. Keith LaVanway
Vice President, Chief Financial
Officer, Treasurer and Secretary
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