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FORM 10-K.-ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended: December 31, 1997
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: 0-25634
AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 87-0365268
- --------------------------------------------------- ---------------------------------------------------
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
755 Boardman-Canfield Road
South Bridge Executive Center
Building G-West
Boardman, Ohio 44512
- --------------------------------------------------- ---------------------------------------------------
(Address of principal executive offices) Zip Code)
Registrant's telephone number, including area code: (330) 965-9910
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 Par Value
------------------------------------
(Title of class)
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 twelve (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 ninety (90) days. Yes [X] No [ ]
Indicate by check mark, if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes [ ] No [X]
State the aggregate market value of the voting stock held by nonaffiliates of
the Registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within sixty (60) days prior to the date of
filing. (See definition of affiliate in Rule 405, 17 CFR 230.405).
$7,078,708 as of March 25, 1998
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE (5) YEARS:
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Not Applicable
APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock, as of the latest practicable date.
13,458,479 shares of Common Stock, $.001 par value, as of March 28, 1998. There
are no other classes of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933: Refer to Annual Report sections for Part
II Items 6, 7 and 8.
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TABLE OF CONTENTS
PAGE
----
Item 1. Business.......................................... 3
Item 2. Properties........................................ 5
Item 3. Legal Proceedings................................. 6
Item 4. Submission of Matters to a Vote of Security
Holders........................................... 6
Item 5. Market for Registrant's Common Equity and Related
Stockholders' Matters............................. 7
Item 6. Selected Financial Data........................... 7
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations............... 7
Item 8. Financial Statements and Supplementary Data....... 7
Item 9. Changes In and Disagreements on Accounting and
Financial Disclosure.............................. 7
Item 10. Directors and Executive Officers of the
Registrant........................................ 8
Item 11. Executive Compensation............................ 10
Item 12. Security Ownership of Certain Beneficial Owners
and Management.................................... 13
Item 13. Certain Relationships and Related Transactions.... 13
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K............................... 16
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PART 1
ITEM 1. BUSINESS
BACKGROUND
American Architectural Products Corporation (the Company or AAPC) is principally
engaged in the business of manufacturing residential, commercial and
architectural windows and doors through its wholly-owned subsidiaries Eagle &
Taylor Company (formerly known as American Architectural Products, Inc. or AAP),
Forte, Inc. (Forte), Western Insulated Glass, Co. (Western), Thermetic Glass,
Inc. (Thermetic), Binnings Building Products, Inc. (Binnings), Danvid Window
Company (Danvid), Modern Window Corporation (Modern) and American Glassmith
Corporation (American Glassmith).
AAP was incorporated on June 19, 1996 and had no significant operations or
assets until it acquired Eagle Window and Door, Inc. (Eagle) and Taylor Building
Products Company (Taylor) on August 29, 1996. Eagle is based in Dubuque, Iowa
and manufactures and distributes aluminum clad and all wood windows and doors.
Taylor is based in West Branch, Michigan and manufactures entry and garage
doors. AAP subsequently changed its name to Eagle & Taylor Company (ETC).
On June 25, 1996 AAP's ultimate controlling stockholder acquired ownership of
Mallyclad Corp. (Mallyclad) and Vyn-L Corporation (Vyn-L). Mallyclad and Vyn-L,
are based in Madison Heights, Michigan and process and manufacture vinyl clad
steel and aluminum coils and cut-to-length sheets. On December 18, 1996,
Mallyclad and Vyn-L were merged into AAP. Based on the control maintained by
this stockholder over AAP, Mallyclad and Vyn-L, the merger was considered to be
a transaction among companies under common control and was accounted for at
historical cost in a manner similar to a pooling of interests.
On December 18, 1996, pursuant to an Agreement and Plan of Reorganization
dated October 25, 1996 (Agreement) between Forte Computer Easy, Inc. (FCEI) and
AAP Holdings, Inc., FCEI acquired all of the issued and outstanding shares of
capital stock of AAP in exchange for 1,000,000 shares of Series A Convertible
Preferred Stock of FCEI (the Series A Preferred). Prior to December 18, 1996,
FCEI had a single wholly owned operating subsidiary, Forte based in Youngstown,
Ohio. Forte manufactures large contract commercial aluminum windows and security
screen windows and doors. Under the terms of the Agreement and the Series A
Preferred, AAP Holdings, Inc. obtained 60 percent of the voting control of FCEI
including options to purchase additional shares. Although FCEI was the parent of
AAP following the transaction, the transaction was accounted for as a
recapitalization of AAP and a purchase by AAP of FCEI because the stockholders
of AAP obtained a majority of the voting rights in FCEI as a result of the
transaction.
At a special shareholders' meeting held on April 1, 1997, the Company's
shareholders approved the reincorporation of the Company in Delaware.
Consequences of the reincorporation plan included the change of the Company's
name from FCEI to American Architectural Products Corporation to reflect its
operations and its emphasis on the fenestration industry; an increase in the
authorized common stock of the Company to 100,000,000 shares; a 1 for 10 reverse
stock split of the Company's common stock; and conversion of 1,000,000 shares of
Series A Preferred held by AAP Holdings, Inc. into 7,548,632 shares of common
stock. The reincorporation did not result in any substantive change to the
Company's business, assets, liabilities, net worth or operations, nor did it
result in any change in the ownership interest of any stockholder of the
Company.
The Company completed six acquisitions during 1997 as follows:
============================================================
Company
Acquired Date Location Products
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Western March 14, 1997 Phoenix, AZ Residential aluminum
windows
Thermetic July 18, 1997 Toluca, IL Residential vinyl
windows
Binnings December 10, 1997 Lexington, Residential vinyl
NC; and aluminum windows
Aventura,FL and storm doors
Danvid December 10, 1997 Carrollton, Residential aluminum
TX windows and doors
and vinyl windows
American December 10, 1997 Columbus, OH Decorative glass
Glassmith lites and laminated
glass
Modern December 10, 1997 Oak Park, MI Residential vinyl
windows and doors
============================================================
On December 10, 1997, the Company consummated the offering of $125,000,000 of
11 3/4% Senior Notes due 2007 (the Notes). A portion of the proceeds of the
Notes were used to finance the cash portions of the December 10, 1997
acquisitions discussed above.
DESCRIPTION OF BUSINESS
American Architectural Products Corporation is a leading manufacturer and
distributor of a broadly diversified line of windows, doors and related products
(collectively, "fenestration products") designed to meet a variety of consumer
demands in both the new construction, repair/remodel and commercial markets. The
Company has been formed through the consolidation of a number of
well-established fenestration companies, with varying manufacturing histories
dating back to 1946 when Taylor commenced operations.
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The Company's strategy is to continue to increase its market share and
geographic and product diversity through aggressive pursuit of additional
strategic acquisitions of complementary companies. The Company distributes its
products regionally throughout the United States under a number of
well-established brand names that are recognized for their quality, value
engineering and customer service, including "Eagle", "Taylor", "Perma-Door",
"Binnings", "Danvid", "Western" and "Encore." This brand name recognition and
reputation have enabled the Company to establish long-lasting relationships with
leading wholesalers, lumberyards, do-it-yourself home centers, architects and
building contractors.
DISTRIBUTION AND MARKETING
The Company uses multiple distribution channels and brand names to maximize
market penetration. The Company distributes its windows and doors through (i)
one-step distribution to major do-it-yourself home centers, lumberyards and
specialty window and door stores; (ii) two-step distribution to wholesalers who
resell to do-it-yourself home centers and lumberyards; and (iii) direct sales to
homebuilders, remodelers and contractors.
The Company markets its products on a national basis, in all 48 contiguous
states, through a sales force consisting of salaried and commissioned sales
representatives. Divisional sales managers coordinate the marketing activities
among the Company and the sales representatives. The sales representatives
concentrate on serving the Company's one-step, two-step, remodeler, and
non-residential contractor customers with marketing, sales and service support.
PRODUCTS
The Company's multiple product lines can generally be separated into the
following product categories: (i) aluminum windows; (ii) wood windows; (iii)
vinyl windows; (iv) doors; (v) aluminum extrusions; and (vi) other fenestration
products.
Aluminum Windows. The Company produces aluminum windows, including
single/double hung, horizontal rolling, fixed light and specialty windows, at
its Binnings and Danvid facilities. In addition, Western manufactures a full
line of aluminum products designed for the luxury home market in Arizona,
California and Nevada. Western's aluminum products include horizontal rolling
windows, casement windows, arched configurations and window wall systems. Forte
manufactures aluminum double-hung windows, projection windows and casement
windows at its Youngstown, Ohio plant, which are primarily targeted for use in
office buildings, schools and other non-residential buildings in the upper
Midwest and mid-Atlantic states.
Wood Windows. Eagle, located in Dubuque, Iowa, manufactures a full line of
wood windows and doors, including aluminum-clad windows and doors, its primary
product line. The Company's wood windows are preservative treated to withstand
harsh weather conditions and are targeted at the higher priced segment of the
residential window market. Eagle's products, which include casement and double
hung windows, picture windows and geometrically shaped windows, are generally
purchased for use in custom residential construction and renovation and for use
in certain commercial applications. The customer has the option of selecting
from stained, primed, painted or unfinished interior surfaces and from a number
of pre-finished exterior surfaces, certain of which are resistant to ultraviolet
(UV) ray degradation and salt spray.
Vinyl Windows. Thermetic and Modern manufacture vinyl replacement windows
sold under the trade name Vinyline and vinyl windows and doors for use in new
construction under the trade name Modernview. Vinyl windows manufactured by
Binnings are sold throughout the Southeast as less expensive alternatives to
wood windows. Danvid also manufactures vinyl windows that are sold primarily in
the Southern and Southwestern U.S. The Company's business strategy includes
continued emphasis on expanding its vinyl fenestration products business through
additional acquisitions and through internal growth.
Doors (entry, patio and garage). Taylor designs and manufactures a complete
line of steel entry doors and advanced steel patio door systems. These products
are sold under the trade names Taylor and Perma-Door. The Company also
manufactures and markets insulated steel garage door panels under the trade
names Encore and Taylor. At its Eagle division, the Company produces wood patio
doors and French doors for use in high-end custom residential new construction
and renovation, and Western's aluminum products include sliding glass doors.
Aluminum Extrusions. The Company produces aluminum extrusions at the
Aventura, Florida location of Binnings. The Company uses a significant portion
of its aluminum extrusion production to satisfy a portion of its manufacturing
needs. The Company believes that this in-house extrusion capacity provides it
with a low-cost, reliable source for component raw materials and reduces working
capital requirements.
Other Fenestration Products. The Company's other fenestration products
include security screens and security screen doors, aluminum storm windows and
storm doors and decorative glass lites. One of Forte's key products is a
unitized security screen and window combination, designed to be functional and
aesthetically pleasing, which it markets to schools, institutions and other
office buildings. American Glassmith designs, manufactures and assembles
decorative glass lites for a variety of residential applications, including
windows, doors, transoms, cabinets, and sidelites. The decorative glass lites
are primarily distributed in the
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northern United States. American Glassmith also manufactures laminated glass
which is sold under the Sumiglass trademark. Sumiglass products are distributed
nationally and are used in a variety of applications, including doors, windows,
sidelites, room partitions, office dividers, skylights and glass handrails.
The Company's operating subsidiaries currently market their products primarily
in the continental United States. Although currently not significant, the
Company plans to explore opportunities to increase exports of products. The
Company as a consolidated unit is not dependent on any single customer or small
group of customers and does not expect to derive a substantial portion of its
sales from such customers.
SEGMENTS
The Company operates in two separate segments. The first includes the
manufacturing and distribution of residential and specialty commercial
fenestration products. The product lines within this segment include aluminum,
wood and vinyl windows, doors, and other fenestration products such as storm
windows and doors, and decorative glass. The second classification is large
contract commercial fenestration products including aluminum windows, security
windows, screens and doors used primarily in commercial buildings such as
schools and dormitories, office and governmental buildings and low-income
housing. See Note 13 to the Company's audited consolidated financial statements.
ITEM 2. PROPERTIES
The Company's principal manufacturing facilities and administrative offices are
located at the following sites:
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Products
Owned/ Manufactured/
Location Size (ft 2) Leased Services Performed
- -----------------------------------------------------------------
Eagle
Dubuque, Iowa........ 320,000 Owned Wood windows and
doors and aluminum-
clad windows and
doors;
administration
Taylor Door
West Branch,
Michigan........... 210,000 Owned Custom insulated
steel entry
systems, steel
garage doors and
vinyl-clad doors
Mallyclad
Madison Heights,
Michigan........... 39,000 Leased Vinyl-metal
laminates, steel
processing
Forte
Youngstown, Ohio..... 156,000 Owned Aluminum windows
and security
windows, screens
and doors
Western
Phoenix, Arizona..... 46,600 Leased Custom aluminum
windows and doors
Corporate
Headquarters
Boardman, Ohio....... 6,400 Leased Executive offices;
administration
Thermetic
Toluca, Illinois..... 70,000 Owned Vinyl doors and
windows
Danvid
Carrollton, Texas.... 169,000 Leased Aluminum windows
and doors; vinyl
windows
Binnings
Lexington, North
Carolina........... 268,000 Owned Vinyl windows,
aluminum windows
and storm windows
and doors;
administration
Binnings
Aventura, Florida.... 158,000 Owned Aluminum windows;
patio doors;
aluminum
extrusions;
distribution
American Glassmith
Columbus, Ohio....... 60,000 Leased Decorative glass
lites and laminated
glass products
Modern
Detroit, Michigan.... 28,000 Owned Vinyl doors and
windows
- ----------------------------
TOTAL.............. 1,531,000
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============================================================
The Company also operates six distribution centers in Florida and one in
Colorado. Management believes the Company's manufacturing, distribution and
administrative facilities are sufficient to meet its current needs.
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ITEM 3. LEGAL PROCEEDINGS
The contingent legal liabilities of AAPC are limited in scope. Presently, the
Company is defending the following suit:
ANTHONY H. MASON, TRUSTEE, ARIZONA DISK FULFILLMENT, INC. V. AMERICAN
ARCHITECTURAL PRODUCTS CORP., ET AL., IN THE UNITED STATES BANKRUPTCY COURT FOR
THE DISTRICT OF ARIZONA, CASE NO. 96-10555 PHX RGM, ADVERSARY NO. 97-779. On
October 24, 1997 the Plaintiff initiated action alleging that AAPC, formerly
known as Forte Computer Easy, Inc., fraudulently caused to be cancelled a
receivable owed by a third party. In addition, the complaint alleges breach of
fiduciary duty, trust fund doctrine, and tortious interference with contract.
Plaintiff alleges damages of $180,000 and punitive damages of not less than
$5,000,000, plus attorneys' fees and costs. On December 16, 1997, AAPC filed an
Answer and a Motion to Withdraw Reference to the United States Bankruptcy Court
in order to move the case to the proper jurisdiction of the United States
District Court for the District of Arizona. The Trustee has filed a Notice of no
opposition to this Motion. Discovery is in progress and it is too early to
evaluate the likelihood of success on the merits. The Company is vigorously
defending the claim.
The Company is not a party to any other pending or, to the knowledge of the
Company, threatened legal proceedings that it believes will have a material
impact on the Company's business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company did not submit any matter to a vote of its security holders during
the fourth quarter of the fiscal year covered by this report.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS' MATTERS
The shares of common stock of the Company are not listed on any exchange. The
following table represents the range of high and low bid prices for each quarter
commencing January 1, 1996 through December 31, 1997 as reported by the Nasdaq
OTC Bulletin Board market. These quotations reflect interdealer prices, without
retail mark up, mark down or commission and may not necessarily represent actual
transactions.
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Period High Low
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1996
1st Quarter........................ $1.900 $0.310
2nd Quarter........................ 1.560 0.310
3rd Quarter........................ 8.750 0.660
4th Quarter........................ 5.310 0.438
1997
1st Quarter........................ $7.500 $3.430
2nd Quarter........................ 5.750 5.310
3rd Quarter........................ 3.875 2.438
4th Quarter........................ 4.125 2.500
============================================================
The per share amounts above reflect a 1 for 10 reverse stock split which was
approved by the Company's Board of Directors in April 1997. There were
approximately 450 holders of record of the common shares of the Company as of
December 31, 1997. The Company has never paid dividends on its outstanding
common shares. The current Board of Directors of the Company does not presently
intend to implement a policy regarding the payment of regular cash dividends on
the common shares and it is unlikely that dividends will be paid on the common
shares in the immediate future. The Board of Directors will review this policy
from time to time depending on the financial condition of the Company and other
factors that the Board of Directors may consider appropriate in the
circumstances. In addition, the ability of the Company to pay dividends is
limited by the terms of the Indenture dated December 10, 1997 to which the
Company and its subsidiaries are parties. As of December 31, 1997, options and
warrants to purchase a total of 1,875,992 shares of the Company's common stock
were outstanding, including options issued to AAPH to purchase up to 707,655
shares.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is incorporated by reference and is
included in the Company's Annual Report to Shareholders as an exhibit to this
Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this item is incorporated by reference and is
included in the Company's Annual Report to Shareholders as an exhibit to this
Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated by reference and is
included in the Company's Annual Report to Shareholders as an exhibit to this
Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
As reported on Form 8-K dated February 17, 1997 (the "Form 8-K"), the Company
engaged BDO Seidman, LLP as its independent auditors to replace the firm of
Semple & Cooper, LLP, which was dismissed at the same time. The decision to
change accountants was approved by the Board of Directors of the Company. The
reports of Semple & Cooper, LLP on the Company's financial statements for the
past two fiscal years did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles.
In connection with the audits of the Company's financial statements for each
of the two fiscal years ended December 31, 1994 and 1995, and in subsequent
interim periods, there were no disagreements with Semple & Cooper, LLP on any
matters of accounting principles or practices, financial statement disclosure or
auditing scope or procedures which, if not resolved to the satisfaction of
Semple & Cooper, LLP, would have caused Semple & Cooper, LLP not to respond
fully to any inquiries from BDO Seidman, LLP.
The Company requested Semple & Cooper, LLP to furnish it a letter addressed to
the Securities and Exchange Commission stating whether it agrees with the above
statement. Semple & Cooper, LLP furnished the Company with a copy of a letter
dated February 20, 1997 containing such a statement, which was filed as Exhibit
1 to Amendment No. 1 to the Company's current Report on Form 8-K dated February
17, 1997.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the names, ages (as of December 31, 1997) and
positions of directors and executive officers of the Company. The Board of
Directors of the Company currently consists of nine (9) members. Directors hold
office until their successors have been duly elected and qualified. Officers are
chosen by and serve at the discretion of the Board of Directors. A summary of
the background and experience of each of these individuals is set forth after
the table.
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Name Age Position
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George S. Hofmeister.... 45 Chairman of the Board
Frank J. Amedia......... 45 President, Chief Executive Officer
and Director
Joseph Dominijanni...... 41 Director and Treasurer
Richard L. Kovach....... 35 Vice President and
Chief Financial Officer
David J. McKelvey....... 45 Vice President -- Development
Jeffrey V. Miller....... 51 Vice President -- Operations
Donald E. Lambrix, 56 Vice President -- Manufacturing
Jr....................
J. Larry Powell......... 55 Vice President -- Sales &
Marketing
Jonathan K. Schoenike... 37 General Counsel & Secretary
John J. Cafaro.......... 45 Director
W.R. Jackson, Jr........ 64 Director
John Masternick......... 72 Director
James E. Phillips....... 41 Director
Charles E. Trebilcock... 71 Director
James K. Warren......... 33 Director
============================================================
George S. Hofmeister has served as Chairman of the Board since December 19,
1996. Mr. Hofmeister has served as Chief Executive Officer and Chairman of the
Board of American Commercial Holdings, Inc. ("ACH"), the parent company of AAPH,
since January 1996 and continues to serve in such roles. Mr. Hofmeister also
continues to serve as Vice Chairman of Tube Products, Inc., a manufacturer of
automobile exhaust systems. Mr. Hofmeister has held that position since February
14, 1996. From June 1, 1991 until December 15, 1995, Mr. Hofmeister served as
Chief Executive Officer and Chairman of the Board of EWI, Inc., a manufacturer
of automotive metal stampings.
Frank J. Amedia joined the Company's Board of Directors on June 8, 1994
following the acquisition of Forte, Inc. by the Company, and has served as its
President and Chief Executive Officer since that date. From June 8, 1994 until
December 19, 1996, Mr. Amedia also served as the Chairman of the Board of
Directors of the Company. Prior to joining the Company, Mr. Amedia was President
and Chief Executive Officer of Forte, which he founded in 1989 in Youngstown,
Ohio as a welded aluminum security screen and storm door fabricator. Forte's
products were distributed through a manufacturers' representative distribution
business established by Mr. Amedia in 1986. Prior to founding the manufacturers'
representative business, Mr. Amedia served in various capacities for the
Youngstown Metropolitan Housing Authority.
Joseph Dominijanni has served as the Company's Treasurer since December 19,
1996. Mr. Dominijanni has also served as the Vice President -- Finance of ETC
since its inception. Mr. Dominijanni also currently serves as Vice
President -- Finance of ACH, the parent corporation of AAPH, and American
Commercial Industries, Inc., ("ACI"), which is principally engaged in the
manufacturing of automotive components. Mr. Dominijanni joined ACH and ACI in
May 1996. Mr. Dominijanni served as Vice President -- Finance of EWI, Inc. a
manufacturer of automotive metal stampings, from June 1990 until April 1996.
Prior to 1990, Mr. Dominijanni was a Senior Manager with the accounting firm of
Price Waterhouse.
Richard L. Kovach joined the Company in January 1997 as its Vice President and
Chief Financial Officer. From 1991 until joining the Company, Mr. Kovach
assisted clients with finance and operations management issues in the Financial
Advisory Services and Management Consulting practice of Ernst & Young. From 1988
until 1991, Mr. Kovach was Manager of Financial Planning at Ferro Corporation.
Prior to joining Ferro Corporation, Mr. Kovach was with Arthur Andersen & Co.'s
Small Business Group.
David J. McKelvey joined the Company as Vice President in August 1995 and also
served as Secretary from December 1996 through November 1997. Prior to joining
the Company, Mr. McKelvey was Executive Vice President of Administration and
Development for The Cafaro Company, a major domestic shopping mall developer
engaged in the ownership, operation and management of enclosed regional shopping
centers. From 1992 through 1995, Mr. McKelvey also served as Executive Regional
Director of Real Estate for The Cafaro Company.
Jeffrey V. Miller joined the Company in May 1997 as Vice
President -- Operations. From 1995 to 1997, Mr. Miller served as President of
the North American Window Division of Gentek Building Products. From 1992
through 1994, Mr. Miller was Director of Vinyl Operations for SNE Corporation, a
division of Ply Gem Industries. Mr. Miller was general manager of the New
Construction Window Division and Vice President of Technology and Corporate
Development for Chelsea Building Products from 1989 to 1992.
Donald E. Lambrix, Jr. was appointed the Company's Vice
President -- Manufacturing in December 1996 after serving as Vice President of
Operations for the Company's Forte subsidiary since 1990. Mr. Lambrix previously
served as Vice President of a multiple facility fenestration products
manufacturer. Mr. Lambrix has received industry recognition for his
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development of state-of-the-art welding, testing and certification procedures.
J. Larry Powell, the Company's Vice President -- Marketing and Sales, joined
the Company in October 1996. Mr. Powell co-founded Blackhawk Architectural
Products, a manufacturer of steel security screen and storm door products, in
1992 and served on its Board of Directors and as its Vice President until 1996.
From 1987 to 1991, Mr. Powell served as Vice President -- Marketing and Sales
for Sugarcreek Window & Door. Mr. Powell has been employed in the fenestration
industry since the early 1970s, principally in the marketing of residential and
commercial steel and aluminum window products and doors. In addition, Mr. Powell
founded and developed a nationwide marketing representative group that sells a
full range of fenestration products.
Jonathan K. Schoenike joined the Company in August 1997 as General Counsel and
has served as Secretary since November 1997. Prior to joining the Company, Mr.
Schoenike served for over 5 years as Assistant Counsel for The Cafaro Company, a
major domestic shopping mall developer engaged in the ownership, operation and
management of enclosed regional shopping centers.
John J. Cafaro joined the Board of Directors in December 1996. Mr. Cafaro also
serves as the Executive Vice President of The Cafaro Company, a major domestic
shopping mall developer engaged in the ownership, operation and management of
enclosed regional shopping centers. Mr. Cafaro has been a principal officer of
The Cafaro Company for the past 20 years.
William R. Jackson, Jr. has served as a director of the Company since December
19, 1996. Mr. Jackson has also served since 1982 on the Board of Directors of
Pitt-Des Moines, Inc., a steel construction, engineering and metal products
manufacturer. Mr. Jackson was also President and Treasurer of Pitt-Des Moines,
Inc. from 1983-87.
John Masternick has been a director of the Company since June 14, 1994. Mr.
Masternick is a practicing attorney in Girard, Ohio, and is the Chairman of the
Board of Directors of Omni Manor, Inc. and Windsor House, Inc., owners and
operators of skilled nursing and extended care facilities in northeastern Ohio
and western Pennsylvania.
James E. Phillips has been a member of the Company's Board of Directors since
December 19, 1996. Mr. Phillips is also an attorney and practiced with the law
firm of Arter & Hadden from 1985 to December 31, 1997. Additionally, Mr.
Phillips has served as President and director of GPI Incorporated ("GPI") and
Profile Extrusion Company ("PEC") since April 1, 1994 and of Daymonex Limited
("Daymonex") since May 2, 1996. GPI, PEC and Daymonex are engaged in the
aluminum extrusion industry. Mr. Phillips is also Vice Chairman of ACH.
Charles E. Trebilcock has been a director of the Company since June 14, 1994.
Since 1964, Mr. Trebilcock has served as Chairman of Liberty Industries, Inc.,
an Ohio-based manufacturer of industrial lumber packaging products and
equipment. Mr. Trebilcock is also a partner in Kings Company, which is also a
manufacturer of industrial lumber packaging products and equipment.
James K. Warren has been a director of the Company since February 28, 1997.
Mr. Warren holds the office of Vice President -- Corporate Planning of ETC.
Since February 1, 1996, Mr. Warren has been employed by ACI, most recently as
its Chief Financial Officer. During the same time, Mr. Warren has also held the
position of Vice President -- Corporate Planning for ACH, the parent company of
ACI and AAPH. Mr. Warren was previously a practicing attorney with the law firm
of Arter & Hadden.
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ITEM 11. EXECUTIVE COMPENSATION
The following table summarizes all annual and long-term compensation paid to the
Company's Chief Executive Officer and the other most highly compensated
executive officers of the Company whose total annual salary and bonus exceeded
$100,000 during the fiscal year ending December 31, 1997 (collectively, the
"Named Executive Officers") for services rendered in all capacities to the
Company and its subsidiaries during the fiscal years ended December 31, 1997,
1996 and 1995.
================================================================================
Annual Compensation
------------------------------------
Other Annual
Name and Year Ended Salary Bonus Compensation
Principal Position December 31, ($) ($) ($)(1)
- -------------------------------------------------------------------------------------------------------------------
Frank J. Amedia............................................. 1997 266,807 250,000 --
President and Chief Executive Officer 1996 168,718 -- --
1995 193,000 -- --
Richard L. Kovach........................................... 1997 119,390 75,000 --
Vice President and Chief Financial Officer
J. Larry Powell............................................. 1997 114,167 25,000 --
Vice President -- Marketing and Sales
Jeffrey V. Miller........................................... 1997 90,000 25,000 --
Vice President -- Operations
================================================================================
(1) Other compensation to the Named Executive Officers did not exceed $50,000 or
10% of total annual salary and bonus during any fiscal year.
AMENDMENT OR REPRICING OF OPTIONS
No stock options previously granted to the executive officers were subject to
repricing during the fiscal year ended December 31, 1997. The Company does not
have a long term incentive plan established for the benefit of its executive
officers or directors. In February 1998, the Board of Directors rescinded
209,000 and 100,000 stock options with exercise prices of $5.63 and $6.19,
respectively. These options were reissued in February 1998 at the following
prices: 209,000 options -- $3.56; and 100,000 options -- $3.92.
OPTION GRANTS
No stock options, stock appreciation rights or restricted stock awards were
granted as compensation to any officers, directors or employees of the Company
or its subsidiaries during the fiscal years ended December 31, 1995 or 1996. The
Company entered into definitive stock option agreements with Mr. Amedia and Mr.
John Masternick dated December 18, 1996, memorializing the terms of stock
options granted to them in 1994 as shareholders of Forte, Inc. in connection
with the acquisition by the Company of Forte, Inc. The Company issued options to
purchase up to 424,000 shares of common stock to various officers, directors and
employees of the Company or its subsidiaries during the fiscal year ended
December 31, 1997. The following table sets forth certain information concerning
individual grants of stock options to each of the Named Executive Officers
during the year ended December 31, 1997.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
================================================================================
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option Term
------------------------------------------------------------------------- --------------------
Percent of
Number of Securities Total Options/SARs Exercise or
Underlying Options/SARs Granted to Employees Base Price Expiration
Name Granted(#) in Fiscal Year ($/SH) Date 5%($) 10%($)
- ---------------------------------------------------------------------------------------------------------------------------------
Frank J. Amedia................ 100,000 33% 6.19 2/27/02 99,000 287,000
Richard L. Kovach.............. 25,000 8% 5.63 2/27/07 88,250 224,000
J. Larry Powell................ 25,000 8% 5.63 2/27/07 88,250 224,000
Jeffrey V. Miller.............. 0 N/A N/A N/A N/A N/A
================================================================================
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The following table sets forth certain information concerning each exercise of
stock options during the year ended December 31, 1997 by each of the Named
Executive Officers and the aggregated fiscal year-end value of the unexercised
options of each Named Executive Officer.
AGGREGATED OPTION EXERCISES IN FISCAL 1997 AND OPTION VALUE AS OF DECEMBER 31,
1997
================================================================================
Number of Value of Unexercised
Unexercised Options/SARs In-the-Money Options/SARs
at Fiscal Year End(#) at Fiscal Year End($)(1)
Shares Acquired Value ---------------------------- ----------------------------
Name on Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------------------------------------------------------------------------------------------------------------
Frank J. Amedia.................. 0 0 426,244 100,000 0 0
Richard L. Kovach................ 0 0 0 25,000 0 0
J. Larry Powell.................. 0 0 0 25,000 0 0
Jeffrey V. Miller................ 0 0 0 0 0 0
================================================================================
(1) Based on the average of reported bid and asked prices for the Common Stock
on December 31, 1997.
EMPLOYMENT AGREEMENT
On November 17, 1997, the Company entered into an employment agreement with
Frank J. Amedia for services as Chief Executive Officer and President. This
agreement requires Mr. Amedia to devote his full time to the Company during
normal business hours in exchange for a base annual salary of $350,000, subject
to annual increases at the discretion of the Board of Directors. In addition,
Mr. Amedia is entitled to receive bonuses at the discretion of the Board of
Directors in accordance with the Company's bonus plans in effect from time to
time, and the Company will pay certain life and disability insurance premiums on
behalf of Mr. Amedia. The agreement has an initial three-year term and provides
that Mr. Amedia may not compete with the Company anywhere in the United States
while he is employed by the Company and for a two-year period following the
termination of Mr. Amedia's employment. In addition, the Board of Directors has
approved the payment to Mr. Amedia of a bonus equal to 0.39% of the total
consideration paid by the Company for each acquisition transaction consummated
during 1998.
STOCK OPTION GRANTS
No stock options, stock appreciation rights or restricted stock awards were
granted to or exercised by any officers, directors or employees of the Company
or its subsidiaries during the fiscal year ended December 31, 1996. The Company
entered into definitive stock option agreements with Mr. Amedia and Mr.
Masternick dated December 18, 1996, memorializing the terms of stock options
granted in 1994. On December 19, 1996, the Board of Directors of the Company
granted options to purchase 2,000 shares of common stock to each of Anthony E.
DePrima, Arnold Parnell and Dr. Chester Amedia, former members of the Board of
Directors of the Company, in recognition of their many years of service to the
Company. These options have an exercise price of $4.69 per share and expire on
December 19, 2001. Dr. Amedia is the brother of Frank J. Amedia, the President
and Chief Executive Officer of the Company.
EMPLOYEE STOCK OPTION PLANS
1992 Incentive Stock Option Plan. In May of 1992, the Board of Directors of
the Company adopted an Employee Incentive Stock Option Plan (the "Option Plan").
Options to purchase an aggregate of up to 500,000 shares of the Company's common
stock are authorized under the Option Plan. Options granted under the Option
Plan have a maximum duration of ten years from the date of grant.
1996 Stock Option Plan. The Company's 1996 Stock Option Plan (the "1996
Plan"), which was approved by the shareholders of the Company, authorizes the
Board to grant options to Directors and employees of the Company to purchase in
the aggregate an amount of shares of common stock equal to 10% of the shares of
common stock issued and outstanding from time to time, but which aggregate
amount shall in no event exceed 10,000,000 shares of common stock. Directors,
officers and other employees of the Company who, in the opinion of the Board of
Directors, are responsible for the continued growth and development and the
financial success of the Company are eligible to be granted options under the
1996 Plan. Options may be nonqualified options, incentive stock options, or any
combination of the foregoing. In general, options granted under the 1996 Plan
are not transferable and expire ten (10) years after the date of grant. The per
share exercise price of an incentive stock option granted under the 1996 Plan
may not be less than the fair market value of the common stock on the date of
grant. Incentive stock options granted to persons who have voting control over
10% or more of the Company's common stock are granted at 110% of the fair market
value of the underlying shares on the date of grant and expire five years after
the date of grant. No option may be granted after December 19, 2006.
11
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The 1996 Plan provides the Board of Directors with the discretion to determine
when options granted thereunder will become exercisable. Generally, such options
may be exercised after a period of time specified by the Board of Directors at
any time prior to expiration, so long as the optionee remains employed by the
Company. No option granted under the 1996 Plan is transferable by the optionee
other than by will or the laws of descent and distribution, and each option is
exercisable during the lifetime of the optionee only by the optionee.
As of December 31, 1997, options to purchase a total of 1,719,425 shares of
the Company's common stock were outstanding, including options to purchase
707,655 shares issued to AAP Holdings, Inc. on December 18, 1996, with an
exercise price of $3.75 per share, options to purchase 471,770 shares issued to
Mr. Amedia and Mr. Masternick (issued in connection with the acquisition of
Forte, Inc.) with an exercise price of $3.75 per share, options issued pursuant
to the Company's stock option plans described above and other options issued
outside of the described stock option plans.
EMPLOYEE STOCK PURCHASE PLAN
On February 26, 1998, the Board of Directors adopted the 1998 Employee Stock
Purchase Plan (the "1998 Purchase Plan") and reserved 1,200,000 shares of common
stock for issuance thereunder, subject to stockholder approval. The Company
intends to submit the 1998 Purchase Plan and the reservation of shares
thereunder for stockholder approval at the Company's 1998 annual meeting. In
general, the 1998 Purchase Plan is designed to encourage common stock ownership
by the Company's employees, to provide an employee benefit, and to raise capital
for the Company. If qualified in accordance with Section 423 of the Code, the
1998 Purchase Plan will enable the Company to sell shares of common stock to its
employees at a price discount of up to 15% of market price and provides
favorable tax treatment to employee participants. The discount is applied to the
lower of the price of the common stock at the beginning or end of the option
period, so the actual price benefit can be greater than 15%. The discount makes
the Company stock more attractive to employees, thereby encouraging equity
ownership by employees. In addition, the 1998 Purchase Plan provides an
additional source of capital for the Company. Shares of common stock purchased
by employees pursuant to the 1998 Purchase Plan may be subject to certain
holding period requirements in order for the purchaser to qualify for favorable
tax treatment under the Code.
401(k) PLAN
Eligible employees of the Company may direct that a portion of their
compensation, up to a legally established maximum, be withheld by the Company
and contributed to a 401(k) plan. All 401(k) plan contributions are placed in a
trust fund to be invested by the 401(k) plan's trustee, except that the 401(k)
plan permits participants to direct the investment of their account balances
among mutual or investment funds available under the Plan. The 401(k) plan
provides a matching contribution of 50% of a participant's contributions up to a
maximum of seven percent of the participant's annual salary. Amounts contributed
to participant accounts under the 401(k) plan and any earnings or interest
accrued on the participant accounts are generally not subject to federal income
tax until distributed to the participant and may not be withdrawn until death,
retirement or termination of employment.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Audit Committee, which is comprised of William R. Jackson, Jr.,
Charles E. Trebilcock and Joseph Dominijanni, is responsible for reviewing and
making recommendations regarding the Company's employment of independent
auditors, the annual audit of the Company's financial statements and the
Company's internal accounting controls, practices and policies. The Audit
Committee was established on August 28, 1997 and did not meet during the year.
The Compensation Committee was established on August 28, 1997 and met one time
during the year. The Company's Compensation Committee is responsible for making
recommendations to the Board of Directors regarding compensation arrangements
for executive officers of the Company, including annual bonus compensation, and
consults with management of the Company regarding compensation policies and
practices. The Compensation Committee also makes recommendations concerning the
adoption of any compensation plans in which management is eligible to
participate, including the granting of stock options and other benefits under
such plans. The Compensation Committee is comprised of George S. Hofmeister,
Frank J. Amedia, and John Masternick.
DIRECTORS' TERMS AND COMPENSATION
The Company's Board of Directors is currently comprised of nine members. Each
Director is elected for a period of one year at the Company's annual meeting of
shareholders and serves until his or her successor is duly elected and
qualified. During the fiscal year ended December 31, 1997, the Board of
Directors of the Company met ten times. All other actions taken by the Board of
Directors during the fiscal year ended December 31, 1997 were accomplished by
means of unanimous written consent. Messrs. Cafaro, Jackson, Masternick and
Warren attended fewer than 75% of the meetings of the Board of Directors in
1997. All other Directors attended 75% or more of the meetings
12
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of the Board of Directors and of the meetings held by committees of the Board on
which they served.
During the fiscal year ended December 31, 1997, members of the Board of
Directors who were not employees of the Company or of ACH or its affiliates
("non-employee directors") received a fee of $1,000 for each meeting of the
Board of Directors attended in person and were reimbursed for expenses incurred
in connection with their attendance at meetings of the Board. Each non-employee
member serving on December 31, 1997 who attended at least 4 of the regularly
scheduled meetings of the Board of Directors and at least 75% of all meetings of
the Board of Directors was granted options to purchase 2,000 shares of the
Company's common stock at an exercise price equal to the average of the reported
closing bid and asked prices on the date of grant, vesting in full upon
issuance. Such options are exercisable for a period of five years following the
vesting date and were issued pursuant to the Company's 1996 Stock Option Plan.
For the fiscal year ending December 31, 1998, each non-employee director of the
Company will receive the following compensation:
(i) Options to purchase 2,000 shares of the Company's common stock at
an exercise price equal to the average of the reported closing bid and
asked prices on the date of grant, vesting in full after one year if the
director attends at least four of the regularly scheduled meetings of the
Board of Directors and at least 75% of all meetings of the Board of
Directors. Such options will be exercisable for a period of five years
following the vesting date and will be issued pursuant to the Company's
1996 Stock Option Plan.
(ii) A fee of $1,000 for each Board of Directors meeting attended in
person.
(iii) Reimbursement of expenses incurred in connection with attending
meetings of the Board of Directors.
ITEM 12. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS
The following table sets forth certain information as of December 31, 1997,
concerning the beneficial ownership of the Company's common stock by (i) each
beneficial owner of more than 5% of the Company's common stock, (ii) each
Director and the Chief Executive Officer of the Company, and (iii) all Directors
and the Chief Executive Officer of the Company as a group. To the knowledge of
the Company, all persons listed below have sole voting and investment power with
respect to their shares, except to the extent that authority is shared by their
respective spouses under applicable law.
============================================================
Shares
Beneficially Owned
----------------------
Name of Beneficial Owner(1) Number Percent
- --------------------------------------------------------------
AAP Holdings, Inc..................... 7,548,633(2) 56.5%
George S. Hofmeister.................. 7,579,059(3) 56.5%
Frank J. Amedia....................... 3,379,326(4) 24.5%
Amedia Family Limited Partnership..... 1,500,000 11.2%
John Masternick....................... 371,680(5) 2.8%
William R. Jackson, Jr................ 73,287(6) *
Charles E. Trebilcock................. 52,833(7) *
Richard L. Kovach..................... 5,000 *
J. Larry Powell....................... 15,412
Joseph Dominijanni.................... 27,000 *
James K. Warren....................... 400 *
All directors and executive officers
of the Company as a group (9
persons)............................ 11,458,585(8) 84.1%
============================================================
* Less than 1%
(1) The address of each beneficial owner is c/o American Architectural Products
Corporation, 755 Boardman-Canfield Road, Building G West, Boardman, Ohio
44512.
(2) Does not include 707,655 shares of common stock which are subject to
unexercised options that are exercisable only upon the occurrence of certain
contingencies.
(3) Includes shares of common stock held by AAP Holdings, Inc. and 27,926 shares
of common stock which are subject to unexercised warrants held by Profile
Extrusion Company. George S. Hofmeister, the Chairman of the Board of
Directors of the Company, is the controlling shareholder of the corporate
parent of AAP Holdings, Inc. and Profile Extrusion Company.
(4) Includes 426,244 shares of common stock which are subject to unexercised
options that were exercisable on February 5, 1998 or within sixty days
thereafter. Also includes 1,500,000 shares of common stock owned by the
Amedia Family Limited Partnership, in which Mr. and his spouse are the
general partners and each holds 48% of the partnership interests.
(5) Includes 47,526 shares of common stock which are subject to unexercised
options that were exercisable on February 5, 1998 or within sixty days
thereafter.
(6) Includes 57,143 shares of common stock which are subject to unexercised
warrants that were exercisable on February 5, 1998 or within sixty days
thereafter.
(7) Includes 25,833 shares of common stock owned individually and 25,000 shares
held by a custodian for the benefit of an individual retirement account of
Mr. Trebilcock. Also includes 2,000 shares of common stock which are subject
to unexercised options that were exercisable on February 5, 1998 or within
sixty days thereafter.
(8) Includes 560,839 shares of common stock which are subject to unexercised
options and warrants that were exercisable on February 5, 1998 or within
sixty days thereafter as described above.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. George S. Hofmeister, Chairman of the Board of Directors of the Company, is
the controlling shareholder of the corporate parent of AAP Holdings, Inc., a
Delaware corporation ("AAPH"). In connection with the Agreement and Plan of
Reorganization between the Company and AAPH dated October 25, 1996 (the
"Reorganization Agreement"), the Company and its subsidiary, American
Architectural Products, Inc. ("AAP"), agreed to use their best efforts to secure
the release of Amedia, Masternick and Hofmeister from all obligations as either
a co-obligor or guarantor of
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Company or AAP debt. In addition, the Company agreed to indemnify, defend and
hold harmless Amedia, Masternick and Hofmeister against any loss, cost or
expense which any of them may incur as a result of being a co-obligor or
guarantor of any Company or AAP debt. Furthermore, the Company and AAPH agreed
not to dispose of assets securing any Company or AAP debt without the prior
written consent of any person who is a co-obligor or guarantor of such debt. As
described below, Messrs. Amedia, Hofmeister and Masternick have subsequently
been released as guarantors on these obligations.
Upon consummation of the transaction contemplated by the Reorganization
Agreement, the Company agreed that AAP would pay a management fee to AAPH of
$250,000 during 1997 and to reimburse AAPH and its affiliates for out-of-pocket
expenses incurred in providing services to AAP. The management fee agreement
expired on December 31, 1997.
In addition, the Company agreed to pay AAPH an acquisition consulting fee of
one percent (1%) of the transaction price of each acquisition transaction
consummated by the Company with respect to which AAPH or its affiliates provides
acquisition consulting services. For purposes of calculating the acquisition
fee, the transaction price means the aggregate amount of consideration paid by
the Company or its affiliates for the acquisition in the form of cash, stock,
stock options, warrants, debt instruments and other assumed liabilities. The
original acquisition consulting fee agreement was scheduled to expire on
December 18, 1997, except with respect to acquisition transactions already in
progress at such date, but was extended for one year. Acquisition consulting
fees in 1997 approximated $835,000.
In connection with the acquisition by the Company of Binnings, Danvid,
American Glassmith and Modern in December of 1997, the Company (i) agreed to pay
ACH, the corporate parent of AAPH, a success fee of $475,000 for services
provided by officers and employees of ACH in connection with such transactions,
and (ii) paid various officers of the Company (including Mr. Amedia) special
bonuses in an aggregate amount of $430,000 in connection with such transactions.
Both the success fee and special bonuses were contingent upon the successful
consummation of such acquisition transactions and were paid prior to December
31, 1997. The success fee paid to ACH was in addition to amounts payable under
the acquisition consulting fee agreement described above.
The Company contracts for air charter services with a company affiliated with
AAPH. The Company paid approximately $450,000 to this company for air charter
services in 1997.
In November 1990, the U.S. Small Business Administration loaned $409,000 to
Forte, Inc. (the "SBA Loan"). The SBA Loan was payable in monthly installments
and the final installment was scheduled to be due on January 1, 2001. Mr. Amedia
and his wife were personally liable on the SBA Loan. As of December 31, 1997,
the balance owed on the SBA Loan were approximately $172,000. The Company repaid
this loan in January 1998.
The Company acquired all of the issued and outstanding common stock of Forte
from Frank Amedia and John Masternick on June 8, 1994, in exchange for 3,311,010
shares of the Company's common stock and options to acquire 475,770 shares of
the Company's common stock.
On October 20, 1994, Forte borrowed $850,000 from The City of Youngstown,
Ohio. The final payment on this loan was scheduled to be due on February 1,
2004. Mr. Amedia and his wife were guarantors of this loan. As of September 30,
1997, the balance owed to The City of Youngstown under the loan agreement was
approximately $850,000. The Company repaid this loan on December 10, 1997.
In December 1994, Mr. Amedia and Masternick and their wives executed
guarantees in favor of the Second National Bank of Warren with respect to a loan
to Forte in the original principal amount of $647,030. The proceeds of this loan
were used to finance improvements to Forte's manufacturing facilities. This loan
was scheduled to be repaid in full by December 12, 2004. As of September 30,
1997, the balance owed on this loan was approximately $522,000. The Company
repaid this loan on December 10, 1997.
Pursuant to the reorganization of the Company and AAP on December 18, 1996
(the "Reorganization") the Company issued 1,000,000 shares of Series A Preferred
Stock in exchange for all of the issued and outstanding stock of AAP. In April
1997, AAPH converted the Series A Preferred Stock pursuant to its terms into
7,548,633 shares of common stock of the Company. In addition, the Company issued
to AAPH options to purchase up to 879,834 shares of common stock, of which
options to purchase 172,178 shares have subsequently terminated. Such options
are identical in price and exercise terms to the previously outstanding options.
As security for certain promissory notes dated August 29, 1996 in the original
aggregate principal amount of $8.0 million (the "MascoTech Notes"), AAPH granted
MascoTech a ten-year option to purchase up to 1,509,728 shares of common stock
held by AAPH. As part of the Reorganization Agreement, AAPH and the Company
agreed that if the MascoTech Notes were not repaid in full on or before December
31, 1997 and MascoTech exercised its option with respect to any of such shares
of common stock, the Company would issue to AAPH, without payment therefor, a
number of additional shares of common stock equal to the number of shares as to
which such option is exercised by MascoTech. The Company also agreed to use its
best efforts to cause
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all amounts owed under the MascoTech Notes to be repaid in full on or before
December 31, 1997. The Company repaid the MascoTech Notes in full on December
10, 1997.
In connection with the acquisition of Western in March 1997, Mr. Amedia and
Mr. Hofmeister co-signed unsecured promissory notes in the aggregate original
principal amount of $453,753 payable to the former shareholders of Western and
the organization that brokered the acquisition. The final monthly installment
payment on each note was due March 15, 1998. As of September 30, 1997, the
outstanding balance on the notes was $453,753. In addition, Mr. Amedia co-signed
a promissory note to one of the former shareholders of Western in the original
principal amount of $100,000. The amount outstanding under this Note was
approximately $100,000 as of September 30, 1997. The Company repaid these loans
on December 10, 1997.
Profile Extrusion Company ("PEC") loaned the Company $92,537 on May 19, 1997
and an additional $5,203 on September 28, 1997. This combined indebtedness had
an interest rate of 15% per annum and was payable in full on or before December
31, 1997. In connection therewith, the Company issued to PEC warrants to
purchase a total of 27,926 shares of common stock at an exercise price of $3.50
per share, expiring on September 1, 1998. The Company repaid this loan on
December 10, 1997. PEC is a wholly-owned subsidiary of American Commercial
Holdings, Inc., of which George Hofmeister is the controlling shareholder.
In June 1997, Mr. Amedia pledged 133,333 shares of common stock to secure the
repayment of a short-term debt incurred by the Company in the original principal
amount of $250,000. The Company agreed to issue shares of common stock to Mr.
Amedia to replace any shares as to which the lender exercises its security
interest. The Company repaid this loan on January 16, 1998.
In September 1997, William R. Jackson, Jr., a director of the Company, loaned
the Company $200,000. This indebtedness had an interest rate of 15% per annum
and was payable in full in December 1997. In connection therewith, the Company
issued to Mr. Jackson warrants to purchase a total of 57,143 shares of common
stock at an exercise price of $3.50 per share, expiring in September 1998. The
Company repaid this loan on December 10, 1997.
In January 1998, the Company purchased all of the assets of Blackhawk
Architectural Products (Blackhawk). J. Larry Powell, an officer of the Company,
co-founded and owned 20% of Blackhawk.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS
The following financial statements of AAPC and its subsidiaries, and the
auditor's report thereon, included in the Financial Review section of AAPC's
1997 Annual Report to Shareholders are incorporated herein by reference:
==================================================================
Page
- ------------------------------------------------------------------
AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
Report of Independent Certified Public Accountants........ F-2
Consolidated Balance Sheets at December 31, 1996 and
1997................................................... F-3
Consolidated Statements of Operations for the period from
June 19, 1996 (date of inception) to December 31, 1996
and the year ended December 31, 1997................... F-5
Consolidated Statements of Stockholders' Equity for the
period from June 19, 1996 (date of inception) to
December 31, 1996 and the year ended December 31,
1997................................................... F-6
Consolidated Statements of Cash Flows for the period from
June 19, 1996 (date of inception) to December 31, 1996
and the year ended December 31, 1997................... F-7
Notes to Consolidated Financial Statements................ F-8
15
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==================================================================
Page
- ------------------------------------------------------------------
EAGLE WINDOW AND DOOR, INC. AND SUBSIDIARIES AND TAYLOR
BUILDING PRODUCTS COMPANY
Independent Auditors' Report.............................. F-22
Combined Balance Sheets at December 31, 1995 and August
29, 1996............................................... F-23
Combined Statements of Operations and Accumulated Deficit
for the year ended December 31, 1995 and for the eight
months ended August 29, 1996........................... F-24
Combined Statements of Cash Flows for the year ended
December 31, 1995 and for the eight months ended August
29, 1996............................................... F-25
Notes to Combined Financial Statements.................... F-26
MALLYCLAD CORPORATION AND VYN-L CORPORATION
Report of Independent Certified Public Accountants........ F-31
Combined Balance Sheets at November 30, 1995 and June 30,
1996................................................... F-32
Combined Statements of Operations and Retained Earnings
for the year ended November 30, 1995 and for the seven
months ended June 30, 1996............................. F-33
Combined Statements of Cash Flows for the year ended
November 30, 1995 and for the seven months ended June
30, 1996............................................... F-34
Notes to Combined Financial Statements.................... F-35
================================================================================
(a)(2) FINANCIAL STATEMENT SCHEDULES
All financial statement schedules for AAPC and its predecessor have been
included in the consolidated financial statements or the related footnotes, or
they are either inapplicable or not required.
(a)(3) EXHIBITS*
====================================================================
2.1 Agreement and Plan of Merger, dated as of November 10, 1997,
by and among American Architectural Products Corporation,
BBPI Acquisition Corporation and Binnings Building Products,
Inc.
2.2 Asset Purchase Agreement, dated as of November 10, 1997, by
and among DCI/DWC Acquisition Corporation, Danvid Company,
Inc. and Danvid Window Company.
2.3 Shareholders Agreement in Support of Asset Purchase
Agreement, dated as of November 10, 1997, by and among
Daniel Crawford, Karen Crawford, David Crawford, Paul Comer
and DCI/DWC Acquisition Corporation.
2.4 Asset Purchase Agreement, dated as of December 10, 1997, by
and among American Architectural Products Corporation,
American Glassmith Acquisition Corporation and American
Glassmith, Inc.
2.5 Agreement, dated as of December 10, 1997, by and among
American Architectural Products Corporation, Modern Window
Acquisition Corporation and Modern Window Corporation.
2.6 Agreement and Plan of Reorganization, dated October 25,
1996, between Forte Computer Easy, Inc. and AAP Holdings,
Inc.
3.1 Certificate of Incorporation of American Architectural
Products Corporation.
3.2 Bylaws of American Architectural Products Corporation.
3.3 Certificate of Incorporation of American Glassmith
Acquisition Corporation.
3.4 Bylaws of American Glassmith Acquisition Corporation.
3.5 Amended and Restated Certificate of Incorporation of
Binnings Building Products, Inc.
3.6 Bylaws of Binnings Building Products, Inc.
3.8 Bylaws of Danvid Window Company.
3.9 Certificate of Incorporation of Eagle & Taylor Company, as
amended.
3.10 Bylaws of Eagle & Taylor Company.
3.11 Articles of Incorporation of Forte, Inc.
3.12 Code of Regulations of Forte, Inc.
3.13 Certificate of Incorporation of Modern Window Acquisition
Corporation.
3.14 Bylaws of Modern Window Acquisition Corporation.
3.15 Certificate of Incorporation of Thermetic Glass, Inc., as
amended.
3.16 Bylaws of Thermetic Glass, Inc.
3.17 Articles of Incorporation of Western Insulated Glass, Co.
3.18 Bylaws of Western Insulated Glass, Co.
4.1 Form of American Architectural Products Corporation Common
Stock Certificate.
16
17
====================================================================
4.2 Indenture dated as of December 10, 1997 with respect to
11 3/4% Senior Notes due 2007 among American Architectural
Products Corporation, as issuer, American Glassmith
Acquisition Corporation, BBPI Acquisition Corporation,
DCI/DWC Acquisition Corporation, Eagle & Taylor Company,
Forte, Inc., Modern Window Acquisition Corporation,
Thermetic Glass, Inc., and Western Insulated Glass, Co., as
subsidiary guarantors, and United States Trust Company of
New York, as trustee.
10.1 1992 Incentive Stock Option Plan.
10.2 1996 Stock Option Plan.
10.3 Employment Agreement, dated November 17, 1997, between Frank
J. Amedia and American Architectural Products Corporation.
10.4a Lease Agreement, dated December 1989, between Centre
Consolidated Properties, Ltd. and Danvid Company, Inc.
10.4b Lease Extension Agreement to Industrial Lease Agreement
between Beltline Business Center Limited Partnership and
Danvid Company, Inc.
10.5 Business Property Lease, dated as of June 25, 1996, between
C. Lane Mally and Mallyclad Corporation.
10.6a Lease Agreement, dated November 28, 1990, between J.M.J.
Partnership and The New Edgehill Co, Inc.
10.6b Lease Modification No. 1, dated October 19, 1992, between
J.M.J. Partnership and The American Glassmith, Inc., f/k/a
The New Edgehill Co., Inc.
10.6c Lease Modification No. 2, dated June 8, 1993, between J.M.J.
Partnership and The American Glassmith, Inc.
10.6d Lease Modification No. 3, dated January 31, 1995, between
J.M.J. Partnership and American Glassmith, Inc.
10.6e Lease Modification No. 4, dated as of March 31, 1995,
between J.M.J. Partnership and American Glassmith, Inc.
10.6f Lease Modification No. 5, dated as of August 31, 1995,
between J.M.J. Partnership and American Glassmith, Inc.
10.6g Lease Modification No. 6, dated June 19, 1996, between
J.M.J. Partnership and American Glassmith, Inc.
10.7 Lease Agreement, dated March 14, 1997, by and among Benny J.
Ellis and Linda M. Ellis and Western Insulated Glass, Co.
10.8 Purchase Agreement, dated as of December 4, 1997, by and
among American Architectural Products Corporation, NatWest
Capital Markets Limited and McDonald & Company Securities,
Inc.
10.9 Exchange and Registration Rights Agreement, dated as of
December 10, 1997, by and among American Architectural
Products Corporation, American Glassmith Acquisition
Corporation, BBPI Acquisition Corporation, DCI/DWC
Acquisition Corporation, Eagle & Taylor Company, Forte,
Inc., Modern Window Acquisition Corporation, Thermetic
Glass, Inc., Western Insulated Glass, Co., NatWest Capital
Markets Limited and McDonald & Company Securities, Inc.
12 Statements re: Computation of Ratios
13 Annual Report
21 Subsidiaries of American Architectural Products Corporation
27 Financial Data Schedules
* Filed herewith.
A Incorporated by reference to Amendment No. 1 to the
Company's Registration Statement on Form 10-SB filed
November 22, 1996.
B Incorporated by reference to the Company's Current Report on
Form 8-K dated October 25, 1996.
C Incorporated by reference to the Company's definitive
Information Statement relating to the special meeting of
shareholders held on April 1, 1997.
D Incorporated by reference to the Company's Current Report on
Form 8-K dated December 10, 1997.
E Incorporated by reference to Amendment No. 2 to the
Company's Registration Statement on Form 10-SB filed April
17, 1997.
F Incorporated by reference to the Company's Registration
Statement on Form S-4 filed January 15, 1998.
================================================================================
17
18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with Section 102(b)(7) of the Delaware General Corporation Law
("DGCL"), the Company's Certificate of Incorporation includes a provision that
eliminates, to the fullest extent permitted by law, the personal liability of
members of its Board of Directors to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director. Such provision does
not eliminate or limit the liability of a director (1) for any breach of a
director's duty of loyalty to the Company or its stockholders, (2) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of a law, (3) for paying an unlawful dividend or approving an illegal
stock purchase or redemption (as provided in Section 174 of the DGCL) or (4) for
any transaction from which the director derived an improper personal benefit.
Section 145 of the DGCL permits a corporation to indemnify any director or
officer of the corporation against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with any action, suit or proceeding brought by reason of the fact
that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, if such person acted in good faith and in a
manner that he reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action or proceeding, if he
had no reasonable cause to believe his conduct was unlawful. In a derivative
action (i.e., one brought by or in the right of the corporation),
indemnification may be made for expenses actually and reasonably incurred by any
officer or director in connection with the defense or settlement of such an
action or suit if such person acted in good faith and in a manner that he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the court in which such
action or suit was brought shall determine that such person is fairly and
reasonably entitled to indemnity for such expenses despite such adjudication of
liability.
The DGCL also permits a corporation to purchase and maintain insurance on
behalf of any person who is or was a director or officer against any liability
asserted against him and incurred by him in such capacity, or arising out of his
status as such, whether or not the corporation has the power to indemnify him
against that liability under Section 145 of the DGCL.
Certain provisions of the Company's Certificate of Incorporation and Bylaws
generally provide for the indemnification of and advancement of litigation
expenses to the Company's directors and officers and such other persons
designated by the Board of Directors of the Company as entitled to the benefits
of indemnification against all liabilities, losses and expenses incurred in
connection with any claim, action, suit or proceeding in which any of them
become involved by reason of their service rendered to the Company or, at its
request, to another entity; provided, however, that no such right to
indemnification shall exist with respect to an action brought by an indemnitee
against the Company unless certain conditions set forth in such provisions are
satisfied. The provisions of the Company's Certificate of Incorporation and
Bylaws are not exclusive of any other indemnification rights to which an
indemnitee may be entitled, whether by contract or otherwise. The Company may
also purchase liability insurance on behalf of its directors and officers,
whether or not it would have the obligation or power to indemnity any of them
under the terms of its Certificate of Incorporation.
In addition, each of the control persons, officers and directors of each of
the Subsidiary Guarantors is generally provided indemnification to the fullest
extent allowed by the law of such Subsidiary Guarantor's respective jurisdiction
of organization.
ITEM 21(A). EXHIBITS
The information required by this Item 21(a) is set forth in the Index to
Exhibits accompanying this Registration Statement and is incorporated herein by
reference.
II-1
19
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders
American Architectural Products Corporation
The audits referred to in our report dated February 26, 1998 relating to the
consolidated financial statements of American Architectural Products
Corporation, which is contained in Item 8 of this Form 10-K included the audits
of the financial statment schedule listed in the accompanying index. This
financial statement schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion on this financial statement schedule
based upon our audits.
In our opinion, such financial statement schedule presents fairly, in all
material respects, the information set forth therein.
BDO SEIDMAN, LLP
Troy, Michigan
February 26, 1998
II-2
20
AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
FROM DATE OF INCEPTION (JUNE 19, 1996) TO DECEMBER 31, 1996
AND YEAR ENDED DECEMBER 31, 1997
ADDITIONS
---------------------------
BALANCE CHARGED TO CHARGED TO BALANCE
AT BEGINNING COSTS AND OTHER AT END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
----------- ------------ ------------ ----------- ---------- ----------
ALLOWANCE FOR DOUBTFUL ACCOUNTS
From date of inception (June 19,
1996) to December 31, 1996......... $ -- $ 12,546 $ 914,552(1) $487,894(2) $ 439,204
Year ended December 31, 1997......... 439,204 (17,102) 491,864(2) 74,825(2) 839,141
WARRANTY OBLIGATIONS
From date of inception (June 19,
1996) to December 31, 1996......... -- 369,324 4,627,412(1) 615,657 4,381,079
Year ended December 31, 1997......... 4,381,079 1,470,320 491,544(1) 1,517,216 4,825,727
- ---------------
(1) Purchased in business acquisitions
(2) Accounts deemed to be uncollectible
II-3
21
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE II
To the Shareholders and Board of Directors of
Eagle Window & Door, Inc. and Subsidiaries and
Taylor Building Products Company (Wholly-Owned Subsidiaries)
We have audited in accordance with generally accepted auditing standards, the
August 29, 1996 and December 31, 1995 financial statements included in this
registration statement, and have issued our reports thereon dated January 31,
1997. Our audits were made for the purpose of forming an opinion on those
statements taken as a whole. Schedule II is presented for purposes of complying
with the Securities and Exchange Commission's rules and is the responsibility of
the company's management. It is not part of the basic financial statements. The
schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
SEMPLE & COOPER, L.L.P.
Phoenix, Arizona
June 23, 1997
II-4
22
EAGLE WINDOW & DOOR, INC. AND SUBSIDIARIES
AND TAYLOR BUILDING PRODUCTS COMPANY
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
ADDITIONS
----------------------
BALANCE AT CHARGED TO CHARGED TO BALANCE
BEGINNING COSTS AND OTHER AT END OF
PERIOD ENDED DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
------------ ----------- ---------- ---------- ---------- ---------- ----------
August 29, 1996......... Allowance for doubtful $ 445,418 $ 425,595 $-- $ 79,492 $ 791,521
accounts
December 31, 1995....... Allowance for doubtful $ 648,385 $ 570,709 $-- $ 773,676 $ 445,418
accounts
August 29, 1996......... Provision for obsolete $1,623,500 $ 70,000 $-- $1,218,985 $ 474,515
inventory
December 31, 1995....... Provision for obsolete $1,555,000 $ 462,905 $-- $ 394,405 $1,623,500
inventory
August 29, 1996......... Accrued warranty $4,824,800 $ 801,073 $-- $ 998,461 $4,627,412
obligations
December 31, 1995....... Accrued warranty $5,149,800 $1,710,750 $-- $2,035,750 $4,824,800
obligations
II-5
23
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
AMERICAN ARCHITECTURAL PRODUCTS CORP.
March 31, 1998 By: /s/ FRANK J. AMEDIA
-----------------------------------------------------------
Frank J. Amedia
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report on Form 10-K has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated:
===============================================================================================================
Signature Title Date
- ---------------------------------------------------------------------------------------------------------------
Chairman of the Board of Directors March 31, 1998
- ---------------------------------------
George S. Hofmeister
/s/ FRANK J. AMEDIA President (Principal Executive Officer) and Director March 31, 1998
- ---------------------------------------
Frank J. Amedia
/s/ RICHARD L. KOVACH Chief Financial Officer (Principal Financial March 31, 1998
- --------------------------------------- Officer)
Richard L. Kovach
/s/ JOSEPH DOMINIJANNI Treasurer and Director March 31, 1998
- ---------------------------------------
Joseph Dominijanni
/s/ JOHN J. CAFARO Director March 31, 1998
- ---------------------------------------
John J. Cafaro
/s/ W. R. JACKSON, JR. Director March 31, 1998
- ---------------------------------------
W. R. Jackson, Jr.
Director March 31, 1998
- ---------------------------------------
John Masternick
Director March 31, 1998
- ---------------------------------------
James E. Phillips
/s/ CHARLES E. TREBILCOCK Director March 31, 1998
- ---------------------------------------
Charles E. Trebilcock
/s/ JAMES K. WARREN Director March 31, 1998
- ---------------------------------------
James K. Warren
24
EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of November 10, 1997,
by and among American Architectural Products Corporation,
BBPI Acquisition Corporation and Binnings Building Products,
Inc. ....................................................... D
2.2 Asset Purchase Agreement, dated as of November 10, 1997, by
and among DCI/DWC Acquisition Corporation, Danvid Company,
Inc. and Danvid Window Company. ............................ D
2.3 Shareholders Agreement in Support of Asset Purchase
Agreement, dated as of November 10, 1997, by and among
Daniel Crawford, Karen Crawford, David Crawford, Paul Comer
and DCI/DWC Acquisition Corporation. ....................... D
2.4 Asset Purchase Agreement, dated as of December 10, 1997, by
and among American Architectural Products Corporation,
American Glassmith Acquisition Corporation and American
Glassmith, Inc. ............................................ D
2.5 Agreement, dated as of December 10, 1997, by and among
American Architectural Products Corporation, Modern Window
Acquisition Corporation and Modern Window Corporation. ..... D
2.6 Agreement and Plan of Reorganization, dated October 25,
1996, between Forte Computer Easy, Inc. and AAP Holdings,
Inc. ....................................................... B
3.1 Certificate of Incorporation of American Architectural
Products Corporation. ...................................... C
3.2 Bylaws of American Architectural Products Corporation. ..... C
3.3 Certificate of Incorporation of American Glassmith
Acquisition Corporation. ................................... F
3.4 Bylaws of American Glassmith Acquisition Corporation. ...... F
3.5 Amended and Restated Certificate of Incorporation of
Binnings Building Products, Inc. ........................... F
3.6 Bylaws of Binnings Building Products, Inc. ................. F
3.8 Bylaws of Danvid Window Company. ........................... F
3.9 Certificate of Incorporation of Eagle & Taylor Company, as
amended. ................................................... F
3.10 Bylaws of Eagle & Taylor Company. .......................... F
3.11 Articles of Incorporation of Forte, Inc. ................... F
3.12 Code of Regulations of Forte, Inc. ......................... F
3.13 Certificate of Incorporation of Modern Window Acquisition
Corporation. ............................................... F
3.14 Bylaws of Modern Window Acquisition Corporation. ........... F
3.15 Certificate of Incorporation of Thermetic Glass, Inc., as
amended. ................................................... F
3.16 Bylaws of Thermetic Glass, Inc. ............................ F
3.17 Articles of Incorporation of Western Insulated Glass,
Co. ........................................................ F
3.18 Bylaws of Western Insulated Glass, Co. ..................... F
4.1 Form of American Architectural Products Corporation Common
Stock Certificate. ......................................... E
4.2 Indenture dated as of December 10, 1997 with respect to
11 3/4% Senior Notes due 2007 among American Architectural
Products Corporation, as issuer, American Glassmith
Acquisition Corporation, BBPI Acquisition Corporation,
DCI/DWC Acquisition Corporation, Eagle & Taylor Company,
Forte, Inc., Modern Window Acquisition Corporation,
Thermetic Glass, Inc., and Western Insulated Glass, Co., as
subsidiary guarantors, and United States Trust Company of
New York, as trustee. ...................................... D
10.1 1992 Incentive Stock Option Plan. .......................... A
10.2 1996 Stock Option Plan. .................................... C
10.3 Employment Agreement, dated November 17, 1997, between Frank
J. Amedia and American Architectural Products
Corporation. ............................................... F
10.4a Lease Agreement, dated December 1989, between Centre
Consolidated Properties, Ltd. and Danvid Company, Inc. ..... F
10.4b Lease Extension Agreement to Industrial Lease Agreement
between Beltline Business Center Limited Partnership and
Danvid Company, Inc. ....................................... F
10.5 Business Property Lease, dated as of June 25, 1996, between
C. Lane Mally and Mallyclad Corporation. ................... F
10.6a Lease Agreement, dated November 28, 1990, between J.M.J.
Partnership and The New Edgehill Co, Inc. .................. F
10.6b Lease Modification No. 1, dated October 19, 1992, between
J.M.J. Partnership and The American Glassmith, Inc., f/k/a
The New Edgehill Co., Inc. ................................. F
10.6c Lease Modification No. 2, dated June 8, 1993, between J.M.J.
Partnership and The American Glassmith, Inc. ............... F
10.6d Lease Modification No. 3, dated January 31, 1995, between
J.M.J. Partnership and American Glassmith, Inc. ............ F
25
10.6e Lease Modification No. 4, dated as of March 31, 1995,
between J.M.J. Partnership and American Glassmith, Inc. .... F
10.6f Lease Modification No. 5, dated as of August 31, 1995,
between J.M.J. Partnership and American Glassmith, Inc. .... F
10.6g Lease Modification No. 6, dated June 19, 1996, between
J.M.J. Partnership and American Glassmith, Inc. ............ F
10.7 Lease Agreement, dated March 14, 1997, by and among Benny J.
Ellis and Linda M. Ellis and Western Insulated Glass,
Co. ........................................................ F
10.8 Purchase Agreement, dated as of December 4, 1997, by and
among American Architectural Products Corporation, NatWest
Capital Markets Limited and McDonald & Company Securities,
Inc. ....................................................... D
10.9 Exchange and Registration Rights Agreement, dated as of
December 10, 1997, by and among American Architectural
Products Corporation, American Glassmith Acquisition
Corporation, BBPI Acquisition Corporation, DCI/DWC
Acquisition Corporation, Eagle & Taylor Company, Forte,
Inc., Modern Window Acquisition Corporation, Thermetic
Glass, Inc., Western Insulated Glass, Co., NatWest Capital
Markets Limited and McDonald & Company Securities, Inc. .... D
12 Statements re: Computation of Ratios........................ F
13 Annual Report............................................... *
21 Subsidiaries of American Architectural Products
Corporation................................................. *
27 Financial Data Schedules.................................... *
* Filed herewith.
A Incorporated by reference to Amendment No. 1 to the Company's Registration
Statement on Form 10-SB filed November 22, 1996.
B Incorporated by reference to the Company's Current Report on Form 8-K dated
October 25, 1996.
C Incorporated by reference to the Company's definitive Information Statement
relating to the special meeting of shareholders held on April 1, 1997.
D Incorporated by reference to the Company's Current Report on Form 8-K dated
December 10, 1997.
E Incorporated by reference to Amendment No. 2 to the Company's Registration
Statement on Form 10-SB filed April 17, 1997.
F Incorporated by reference to the Company's Registration Statement on Form S-4
filed January 15, 1998.
Item 14(b)
The Company filed one report on Form 8-K during the fourth quarter of 1997. The
current report, dated December 10, 1997, reported the acquisitions by the
Company of Binnings, Danvid, American Glassmith and Modern and the Offering by
the Company pursuant to Rule 144A of its $125,000,000 11 3/4% Senior Notes due
2007.