1 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/A [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. 1 2 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. FORWARD-LOOKING STATEMENTS Certain statements in the Company's Form 10-K and in future filings by the Company with the Securities and Exchange Commission and in the Company's written and oral statements made by or with the approval of an authorized executive officer constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and the Company contends that such forward-looking statements be subject to the safe harbors created thereby. These forward-looking statements reflect the Company's current view with respect to future events and financial performance, but are subject to many uncertainties and factors relating to the Company's operations and business environment which may cause the actual results of the Company to be materially different from any future results expressed or implied by such forward-looking statements. Examples of such uncertainties include, but are not limited to, changes in customer demand and requirements, changes in general economic conditions, changes in federal income tax laws and regulations, competition, unanticipated expenses and delays in the integration of newly-acquired companies and industry specific factors. The Company undertakes no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise. 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: ============================================================ 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 - ---------------------------- ============================================================ The Company also operates six distribution centers in Florida and one in Colorado. Management believes the 5 3 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 4 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. 5 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. April 13, 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/A 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