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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 10, 1997
AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-25634 87-0365268
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
755 Boardman-Canfield Road, Building G West, Boardman, Ohio 44512
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (330) 965-9910
Not applicable.
(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
ACQUISITIONS
On December 10, 1997, American Architectural Products Corporation, a
Delaware corporation (the "Company"), consummated four separate acquisition
transactions (collectively, the "Acquisitions"), as described below. The
following are summaries of the principal terms of the Acquisitions, and
reference is made to the definitive acquisition agreements, copies of which are
filed as exhibits to this Current Report.
1. Pursuant to a Plan and Agreement of Merger dated as of November 10,
1997 among the Company, Binnings Building Products, Inc. ("Binnings") and BBPI
Acquisition Corporation, a wholly-owned subsidiary of the Company, as amended by
a Supplemental Agreement dated December 3, 1997, the Company acquired all of the
outstanding capital stock and equity rights of Binnings. The total consideration
paid by the Company to acquire Binnings was $26,500,000, including $19,593,195
to repay and redeem all of Binnings' secured indebtedness. Contingent on the
level of Binnings' earnings for the fiscal year ending December 31, 1997, as set
forth in the Plan and Agreement of Merger, the Company may be required to pay an
additional purchase price of up to $500,000.
Binnings manufactures aluminum and vinyl windows as well as patio
doors for use in both new residential construction and remodeling as well as in
light commercial and public construction projects. Binnings operates
manufacturing facilities in Lexington, North Carolina and Miami, Florida and
distribution facilities in several Florida locations. Binnings achieved sales of
approximately $43.1 million in 1996. Upon completion of the merger, Binnings
became a wholly-owned subsidiary of the Company.
2. Pursuant to an Asset Purchase Agreement, dated as of November 10,
1997, by and among DCI/DWC Acquisition Corporation, a wholly-owned subsidiary of
the Company, Danvid Company, Inc. ("Danvid") and Danvid Window Company
("Window"), DCI/DWC Acquisition Corporation acquired substantially all of the
assets of Danvid and Window. The total consideration paid by the DCI/DWC
Acquisition Corporation for the assets included $15,831,411 in cash, 384,615
restricted shares of the Company's common stock, the assumption of certain
liabilities, and additional future payments with a present value of
approximately $2,151,000.
Danvid and Window manufacture aluminum and vinyl windows and patio
doors for use in both new residential construction and remodeling in Texas and
the Southeast. Danvid and Window, located in Carrollton, Texas, recorded sales
of approximately $42.0 million in the fiscal year ended July 27, 1997.
3. Pursuant to an Asset Purchase Agreement, dated as of December 10,
1997, by and among American Glassmith, Inc. ("American Glassmith"), American
Glassmith Acquisition Corporation, and American Architectural Products
Corporation, the Company
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acquired substantially all of the assets of American Glassmith. The total
consideration paid by the Company to acquire the assets consisted of $375,000 in
cash plus $3.0 million representing the net book value of acquired assets and
the assumption of specified liabilities subject to adjustment as set forth in
the Asset Purchase Agreement.
American Glassmith produces decorative glass lites, which are used in
windows, doors, transoms and other interior applications. In addition, American
Glassmith, headquartered in Columbus, Ohio, manufactures Sumiglass, a laminated
glass product used in a variety of interior decorating applications. American
Glassmith recorded sales of approximately $4.3 million for the period beginning
March 26 through December 31, 1996.
4. Pursuant to an Agreement, dated as of December 10, 1997, by and
among Modern Window Acquisition Corporation, a wholly-owned subsidiary of the
Company, Modern Window Corporation ("Modern"), and Modern's shareholders (the
"Shareholders"), the Company acquired substantially all of the assets of Modern.
The total consideration paid by the Company to acquire Modern consisted of (i)
$800,000 in cash, (ii) issuance of options to Modern and the Shareholders to
purchase up to 40,000 shares of common stock of the Company at an exercise price
of $6.50 per share, subject to adjustment, and (iii) the assumption of certain
obligations and liabilities of Modern, including repayment of indebtedness of
$1.3 million.
Modern, located in Oak Park, Michigan, produces vinyl windows and
doors for used in both new residential construction and remodeling, primarily in
the Midwest. Modern recorded sales of approximately $5.9 million in 1996.
DESCRIPTION OF TERMS OF FINANCING
11 3/4% Senior Notes Due 2007
The cash portion of the costs of acquiring Binnings, Danvid, American
Glassmith, and Modern, including the repayment of the secured indebtedness of
Binnings and Modern, was financed through the private placement by the Company
of $125 million of its 11 3/4% Senior Notes due 2007 (the "Notes"). The Notes
were issued on December 10, 1997. The Notes are senior unsecured obligations of
the Company and rank pari passu in right of payment with all existing and future
senior indebtedness of the Company and will rank senior in right of payment to
all subordinated obligations of the Company. The Notes are unconditionally
guaranteed (the "Note Guarantees"), jointly and severally, by each of the
Company's subsidiaries on the issue date of the Notes and by each subsidiary
(excluding unrestricted subsidiaries) of the Company acquired thereafter
(collectively, the "Subsidiary Guarantors"). The Note Guarantees are senior
unsecured obligations of each Subsidiary Guarantor and will rank pari passu in
right of payment with all other existing and future Guarantor senior
indebtedness of the Subsidiary Guarantors and senior in right of payment to all
existing and future subordinated obligations of the Subsidiary Guarantors and
may be released in certain circumstances. The Notes and the Note Guarantees will
be effectively subordinated to any secured debt of the Company and the
Subsidiary Guarantors to the extent of the assets serving as security therefor.
The Notes provide for the
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payment of interest semi-annually on June 1 and December 1 of each year,
commencing June 1, 1998, and mature on December 1, 2007.
The Company may redeem the Notes, in whole or in part, at any time on
or after December 1, 2002 at redemption prices of 105% for the 12 months
commencing December 1, 2002, 103.333% for the 12 months commencing December 1,
2003, 101.667% for the 12 months commencing December 1, 2004 and 100% at any
time on or after December 1, 2005, together with accrued and unpaid interest, if
any, to the date of redemption. In addition, at any time and from time to time
on or prior to December 1, 2000, the Company may, subject to certain
requirements, redeem up to 35% of the aggregate principal amount of the Notes
with the cash proceeds of one or more equity offerings at a redemption price
equal to 110% of the principal amount to be redeemed, together with accrued and
unpaid interest, if any, to the date of redemption, provided, that, with respect
to a redemption of Notes, at least $82 million of the aggregate principal amount
of the Notes remains outstanding immediately after each such redemption. The
Notes are not subject to any sinking fund requirement.
Upon the occurrence of certain specified events deemed to result in a
change of control of the Company, the Company will be required to make an offer
to repurchase the Notes at a price equal to 101% of the principal amount
thereof, together with accrued and unpaid interest, if any, to the date of
repurchase.
The indenture under which the Notes were issued (the "Indenture")
contains certain covenants that, among other things, limit (i) the incurrence of
additional indebtedness by the Company and its subsidiaries, (ii) the payment of
dividends on, and redemption of, capital stock of the Company and the redemption
of certain subordinated obligations of the Company, (iii) investments, (iv)
sales of assets and subsidiary stock, (v) transactions with affiliates and (vi)
consolidations, mergers and transfers of all or substantially all of the assets
of the Company. The Indenture also prohibits certain restrictions on
distributions from subsidiaries. However, all of these limitations and
prohibitions are subject to a number of important qualifications and exceptions.
The Company has agreed to use its best efforts to (i) file, within 60
days after the date of original issuance of the Notes (the "Issue Date"), a
registration statement (the "Notes Exchange Offer Registration Statement") with
respect to an offer to exchange the Notes (the "Notes Exchange Offer") for a
series of notes of the Company with terms substantially identical to the Notes
(the "Exchange Notes"), (ii) cause such Notes Exchange Offer Registration
Statement to be declared effective within 150 days after the Issue Date and
(iii) consummate the Notes Exchange Offer within 180 days after the Issue Date.
Such Exchange Notes, if issued, will bear interest at the rate of 11 3/4%. In
the event that the Company does not comply with certain covenants set forth in
the Exchange and Registration Rights Agreement between the Company and NatWest
Capital Markets Limited and McDonald & Company Securities, Inc., dated as of
December 10, 1997, the Company will be obligated to pay additional interest on
the Notes as liquidated damages to the holders thereof. The Company expects to
file the Notes Exchange Offer Registration Statement in December 1997.
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In addition to financing the cash portion of the purchase price of the
Acquisitions, approximately $33.1 million of the proceeds of the Notes offering
was used to repay substantially all of the outstanding indebtedness of the
Company and its subsidiaries. The Company's management intends to use the
remainder of the proceeds for working capital and general corporate purposes,
including future acquisitions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Pursuant to Item 7(a)(4) of Form 8-K, any required financial statements of
Binnings, Danvid, Glassmith and Modern, and any required pro forma financial
information, will be filed pursuant to an amendment to this Form 8-K as soon
as practicable (but not later than 60 days following the date on which this
report was required to have been filed).
(b) Pro Forma Financial Information.
See (a) above.
(c) 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.
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99.1 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.
99.2 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.
99.3 Purchase Agreement, dated as of December 4, 1997, by and among
American Architectural Products Corporation, NatWest Capital
Markets Limited and McDonald & Company Securities,
Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
AMERICAN ARCHITECTURAL
PRODUCTS CORPORATION
Date: December 23, 1997 By /s/ Frank J. Amedia
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Frank J. Amedia
President and Chief Executive Officer