NOTICE OF CHANGE OF CONTROL
AND OFFER TO PURCHASE

ATRIUM COMPANIES, INC.

Change of Control Offer to Purchase for Cash
Any and All of its 10 1/2% Senior Subordinated Notes due November 15, 2006,
Series B
($100,000,000 Aggregate Principal Amount Outstanding)

Atrium Companies, Inc. (the "Issuer") hereby offers (the "Change of Control
Offer"), pursuant to Section 4.8 of the Indenture (as amended and supplemented
through the date hereof, the "Indenture"), dated as of November 27, 1996,
between the Issuer, the Subsidiary Guarantors (as defined in the Indenture) and
United States Trust Company of New York, as trustee (the "Trustee"), on the
terms and subject to the conditions set forth herein and in the accompanying
Letter of Transmittal (the "Letter of Transmittal"), to purchase any and all of
its outstanding 10 1/2% Senior Subordinated Notes due November 15, 2006, Series
B (the "Notes") at a purchase price in cash equal to 101% of the aggregate
principal amount thereof ($1,010 per $1,000 principal amount of Notes) (the
"Change of Control Price"), plus accrued and unpaid interest, if any, to the
date of payment for, or deposit with the United States Trust Company of New
York, as depositary (the "Depositary") of an amount sufficient to pay for, Notes
accepted for purchase in the Change of Control Offer (the "Change of Control
Acceptance Date"). Capitalized terms that are not defined herein shall have the
meanings set forth in the Indenture.

The Change of Control Offer is being made in connection with the acquisition
by D and W Holdings, Inc., a Delaware corporation ("Holdings"), of Atrium
Corporation, a Delaware corporation ("Atrium Corp."), which owns 100% of the
outstanding capital stock of the Issuer. The acquisition was effected through
the merger on October 2, 1998 (the "Merger") of D and W Acquisition Corp., a
wholly owned subsidiary of Holdings ("Merger Sub"), with and into Atrium Corp.
As a result of the Merger, Atrium Corp. became a direct wholly owned subsidiary
of Holdings, the Issuer became an indirect wholly owned subsidiary of Holdings
and all the equity securities of Atrium Corp. were converted into the right to
receive cash (other than equity securities of Atrium Corp. owned by certain
members of management of Atrium Corp. which were converted into comparable
equity securities of Holdings). See "The Transactions--The Merger." Consummation
of the Merger constituted a Change of Control under the Indenture and, as a
result, the Issuer is hereby offering pursuant to Section 4.8 of the Indenture,
on the terms and subject to the conditions set forth in this Offer to Purchase
and the Letter of Transmittal, to purchase all Notes outstanding at the Change
of Control Price, plus accrued and unpaid interest, if any, to the Change of
Control Acceptance Date.

The Issuer intends to finance the amounts required to consummate the Change
of Control Offer with (i) the proceeds of a $75,000,000 term loan from a
syndicate of financial institutions, including Merrill Lynch Capital Corporation
("Merrill Lynch"), (ii) a capital contribution from Atrium Corp. consisting of
the proceeds of the issuance of $25,000,000 of Senior Discount Debentures due
2002 of Atrium Corp. (the "Discount Debentures") to GE Investment Private
Placement Partners II, a Limited Partnership ("GEIPPPII"), and Ardatrium L.L.C.,
a Delaware limited liability company ("Ardatrium"), stockholders of Holdings and
beneficial owners of the Issuer's common stock, par value $.01 per share (the
"Common Stock"), and (iii) if necessary to fund amounts in excess of
$100,000,000, the proceeds of revolving loans from a syndicate of financial
institutions, including Merrill Lynch. See "Description of Certain
Indebtedness."
THE CHANGE OF CONTROL OFFER AND WITHDRAWAL RIGHTS WITH RESPECT THERETO WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 6, 1998 (THE "CHANGE OF
CONTROL EXPIRATION DATE"). THE CHANGE OF CONTROL EXPIRATION DATE IS NOT SUBJECT
TO EXTENSION. NOTES TENDERED IN THE CHANGE OF CONTROL OFFER MAY BE WITHDRAWN AT
ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE CHANGE OF CONTROL
EXPIRATION DATE.

October 9, 1998

IN ACCORDANCE WITH THE TERMS OF THE INDENTURE, IF ANY NOTES ARE TENDERED IN
THE CHANGE OF CONTROL OFFER, SUCH OFFER WILL BE CONSUMMATED PROMPTLY AFTER 5:00
P.M., NEW YORK CITY TIME, ON THE CHANGE OF CONTROL EXPIRATION DATE, WHICH DATE
IS NOT SUBJECT TO EXTENSION. UNDER THE CHANGE OF CONTROL OFFER, REGISTERED
HOLDERS ARE ENTITLED TO RECEIVE ACCRUED AND UNPAID INTEREST TO THE CHANGE OF
CONTROL ACCEPTANCE DATE.

THE LETTER OF TRANSMITTAL MUST BE USED TO TENDER NOTES. CONDITIONAL,
IRREGULAR OR CONTINGENT TENDERS WILL BE CONSIDERED DEFECTIVE.

Questions and requests for assistance or for additional copies of this Offer
to Purchase or the accompanying Letter of Transmittal may be directed to the
Depositary at the address and telephone number set forth on the back cover of
this Offer to Purchase.

If fewer than all of the Notes have been tendered and purchased in the
Change of Control Offer, the Issuer may, or may cause any affiliate to, purchase
additional Notes in the open market, in privately negotiated transactions,
through subsequent tender offers or otherwise or may seek to cause the Notes to
be retired or defeased. Any future purchases may be on the same terms or on
terms that are more or less favorable to holders than the terms of the Change of
Control Offer. Any future purchases by the Issuer or any affiliate will depend
on various factors at that time.

SEE "RISK FACTORS" ON PAGE 9 FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD
BE CONSIDERED BY HOLDERS OF THE NOTES IN DETERMINING WHETHER TO TENDER THEIR
NOTES IN THE CHANGE OF CONTROL OFFER.

See "Certain Forward-Looking Statements" on page 32 for a discussion of
certain statements included in this Offer to Purchase.

See "Certain Federal Income Tax Considerations" on page 85 for a discussion
of certain factors that should be considered in evaluating the Change of Control
Offer.

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS OFFER TO
PURCHASE AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MAY NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE ISSUER. NEITHER THE DELIVERY OF
THIS OFFER TO PURCHASE NOR ANY PURCHASE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE HEREOF, OR THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE ISSUER AS OF SUCH DATE.

TABLE OF CONTENTS

PAGE
-----

SUMMARY.................................................................................................... 1
RISK FACTORS............................................................................................... 9
CAPITALIZATION............................................................................................. 15
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF ATRIUM.................................................. 17
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF WIH..................................................... 19
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF DOOR.................................................... 20
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS...................................................... 21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...................... 32
THE CHANGE OF CONTROL OFFER................................................................................ 42
BUSINESS................................................................................................... 49
THE TRANSACTIONS........................................................................................... 65
MANAGEMENT................................................................................................. 67
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............................................................. 75
BENEFICIAL OWNERSHIP....................................................................................... 80
DESCRIPTION OF CERTAIN INDEBTEDNESS........................................................................ 81
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS.................................................................. 85
MISCELLANEOUS.............................................................................................. 87
INCORPORATION BY REFERENCE................................................................................. 87
ADDITIONAL INFORMATION..................................................................................... 87
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS................................................................. F-1

iii

SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ IN
CONJUNCTION WITH, THE MORE DETAILED INFORMATION AND FINANCIAL STATEMENTS,
INCLUDING THE NOTES THERETO, APPEARING ELSEWHERE IN THIS OFFER TO PURCHASE. ALL
REFERENCES HEREIN TO (I) THE "ISSUER" SHALL MEAN ATRIUM COMPANIES, INC.; (II)
"WIH" SHALL MEAN WING INDUSTRIES HOLDINGS, INC. AND ITS SUBSIDIARY; (III) "DOOR"
SHALL MEAN DOOR HOLDINGS, INC. AND ITS SUBSIDIARIES; (IV) "WING" SHALL MEAN WING
INDUSTRIES, INC., A WHOLLY OWNED SUBSIDIARY OF WIH; (V) "DARBY" SHALL MEAN,
COLLECTIVELY, R.G. DARBY COMPANY, INC. AND TOTAL TRIM, INC., WHOLLY OWNED
SUBSIDIARIES OF DOOR; (VI) "ATRIUM" SHALL MEAN ATRIUM COMPANIES, INC. AND ITS
SUBSIDIARIES PRIOR TO GIVING EFFECT TO THE TRANSACTIONS (AS DEFINED HEREIN);
(VII) THE "COMBINED COMPANY" SHALL MEAN THE ISSUER AND ITS SUBSIDIARIES AFTER
GIVING EFFECT TO THE TRANSACTIONS, AND THEREFORE SHALL INCLUDE WIH, DOOR AND
THEIR RESPECTIVE SUBSIDIARIES; (VIII) THE "ATRIUM BUSINESS" SHALL MEAN THE
WINDOW AND DOOR BUSINESS CONDUCTED BY THE ISSUER AND ITS SUBSIDIARIES (EXCLUDING
WIH, DOOR AND THEIR RESPECTIVE SUBSIDIARIES); (IX) THE "WING BUSINESS" SHALL
MEAN THE DOOR BUSINESS CONDUCTED BY WIH AND ITS SUBSIDIARY; AND (X) THE "DARBY
BUSINESS" SHALL MEAN THE DOOR AND OTHER BUSINESS CONDUCTED BY DOOR AND ITS
SUBSIDIARIES. UNLESS OTHERWISE INDICATED, THE PRO FORMA INFORMATION SET FORTH IN
THIS OFFER TO PURCHASE GIVES EFFECT TO THE TRANSACTIONS AND ASSUMES NONE OF THE
NOTES ARE TENDERED IN THE CHANGE OF CONTROL OFFER.

THE COMBINED COMPANY

The Combined Company is one of the five largest window and door companies in
the United States based on revenues. The Combined Company consists of the Atrium
Business, the Wing Business and the Darby Business. Pursuant to the
Transactions, Holdings, which prior to the consummation of the Transactions was
controlled by certain stockholders of WIH and Door or their affiliates, acquired
by merger Atrium Corp., the parent holding company of the Issuer, and WIH and
Door became wholly owned subsidiaries of the Issuer. Through the Atrium
Business, the Combined Company is a leading domestic manufacturer and
distributor of residential windows and patio doors. Through the Wing Business,
the Combined Company manufactures and distributes a full range of interior solid
wood and hollow core bi-fold and passage doors and distributes exterior doors
and columns. Through the Darby Business, the Combined Company pre-hangs,
distributes and installs interior doors and installs other ancillary products.

For the 12 months ended June 30, 1998, the Combined Company's pro forma
consolidated revenues were $380.5 million and its pro forma consolidated EBITDA
was $45.7 million (including $2.9 million attributable to synergies resulting
from the Transactions).

ATRIUM BUSINESS

The Combined Company, through the Atrium Business, is one of the leading
domestic manufacturers and distributors of residential windows and patio doors
in the United States and is one of the only companies that offers a diversified
product line consisting of aluminum, vinyl and wood products. While the Atrium
Business generates revenue throughout the United States, its windows and doors
are manufactured and marketed primarily in the Southwest, South and Southeast
regions of the country. The Atrium Business has focused historically on the
ten-state "Atrium Primary Market," a region that provides a diversified and
rapidly growing customer base. The Atrium Primary Market, consisting of Alabama,
Arizona, California, Florida, Georgia, Louisiana, Nevada, Oklahoma, Tennessee,
and Texas, accounted for approximately 77% of the Atrium Business' revenues for
the fiscal year ended December 31, 1997. The Atrium Primary Market includes some
of the fastest growing residential housing markets in the United States and
accounts for approximately 44% of total national housing starts and almost a
third of total nationwide unit sales of windows. During the period from 1992 to
1997, industry wide unit sales of windows in the Atrium Primary Market increased
at a compounded annual growth rate ("CAGR") of 6.5%, over 40% faster than sales
growth for the rest of the country. With an 11.5% share of total window units in
the Atrium Primary Market, the Combined Company has a leading market share
within that market.

For the 12 months ended June 30, 1998, the Atrium Business contributed
revenues of $227.0 million and EBITDA of $29.6 million to the Combined Company's
pro forma consolidated results of operations.

WING BUSINESS

The Combined Company, through the Wing Business, manufactures and
distributes a full range of interior solid wood and hollow core bi-fold and
passage doors and distributes exterior doors and columns. Through organic growth
and strategic acquisitions, the Wing Business has grown from a small, family-
owned business, founded in 1924, to a leading supplier of interior wood doors to
home center retailers such as Home Depot, Lowe's Companies and Builder's
Square/Home Quarters.

The Wing Business' geographic coverage has been driven by relationships with
leading home center retailers. As home center retailers have expanded throughout
the country, the Wing Business has strategically established new manufacturing
facilities to serve this customer niche more effectively. The Combined Company,
through the Wing Business, is one of the only door suppliers that can service
home center retailers on a national basis with facilities in Illinois, Ohio,
Pennsylvania and Texas and facilities expected to open in North Carolina,
Massachusetts and California.

For the 12 months ended June 30, 1998, the Wing Business contributed
revenues of $135.0 million and EBITDA of $8.7 million to the Combined Company's
pro forma consolidated results of operations.

DARBY BUSINESS

Through the Darby Business, the Combined Company pre-hangs interior and
exterior door units, with a majority of sales achieved through developers of
multi-family housing communities. The Darby Business also distributes ancillary
products for the building materials industry such as locks, windows, mirrors,
wire shelving, bathroom accessories and other complementary speciality items.
The Darby Business offers developers a total installed program in which it
supplies and installs a turnkey package of its products. The Combined Company
believes that this method of outsourcing product installation frees developers
from certain risks associated with subcontracting. The Darby Business
concentrates its marketing and sales efforts on the Northeast and Mid-Atlantic
regions. The Darby Business' customers include many of the nation's leading
multi-family community developers, who the Combined Company believes have come
to rely on the Darby Business' ability to provide high quality products and, if
desired, install those products effectively and efficiently.

For the 12 months ended June 30, 1998, the Darby Business contributed
revenues of $18.5 million and EBITDA of $4.5 million to the Combined Company's
pro forma consolidated results of operations.

BENEFITS OF THE TRANSACTIONS

The Combined Company is a diversified window and door company offering a
broad range of products. Management believes that the Combined Company will
realize significant benefits as a result of the combination of the Atrium, Wing
and Darby Businesses, including:

- BROADER PRODUCT LINES WITH CROSS-SELLING OPPORTUNITIES. The Combined
Company will offer a full line of aluminum, vinyl and wood windows and
interior solid wood and hollow core doors, as well as exterior doors and
columns. The Combined Company will also be one of only two national pre-
hangers of doors in the United States. Management believes that the strong
customer relationships established by the Atrium, Wing and Darby
Businesses, combined with the complementary nature of their product lines
and markets, create excellent cross-selling opportunities for the Combined
Company.

regions of the United States. Access to these markets, together with the
large portion of the Northwest region covered by the Combined Company's
distributors, will enable the Combined Company to market its product lines
throughout all parts of the continental United States.

- MORE BALANCED END-USER SALES MIX. The Combined Company's products are
principally marketed to two segments of the building products industry:
new construction and repair and remodeling. Historically, 65% of the
Atrium Business' sales were to the new construction segment and 35% were
to the repair and remodeling segment, while 88% of the Wing Business'
sales were to the repair and remodeling segment and 12% were to the new
construction segment. For the 12 months ended June 30, 1998, approximately
45% of the Combined Company's pro forma consolidated sales were to the new
construction segment and approximately 55% were to the repair and
remodeling segment. The Combined Company believes that this greater
balance in the sales mix should enable it to withstand a downturn in
either of the segments more effectively than its constituent businesses
could on a stand-alone basis.

- INCREASED DIVERSITY OF DISTRIBUTION CHANNELS. The Atrium Business'
products have been sold primarily through home builders and independent
distributors while the Wing Business' primary market has been home center
retailers. The Combined Company expects to leverage these complementary
distribution channels by targeting the Wing Business' door products to
homebuilders and independent distributors and the Atrium Business' window
products to home center retailers.

OPERATING STRATEGY

The Combined Company's operating strategy has the following principal
components:

- LEVERAGE COMPLEMENTARY PRODUCT LINES, GEOGRAPHIC MARKETS AND DISTRIBUTION
CHANNELS. The Combined Company will offer a full range of aluminum, vinyl
and wood doors and interior and exterior doors throughout the United
States to homebuilders, independent distributors and home center
retailers, allowing it to take advantage of the benefits described above.

- REALIZE BENEFITS THROUGH OPERATIONAL SYNERGIES. The Combined Company
believes it can improve margins by continuing to enhance its
vertically-integrated operations. As the Combined Company continues to
expand through organic growth and acquisitions, management believes it can
realize more favorable raw materials pricing as a result of its increased
purchasing volume. Further, the Combined Company has identified certain
"best practices" that can be implemented, including consolidating certain
management functions, eliminating duplicative administrative functions and
expenses, rationalization of product lines and facilities, and
consolidation of freight operations.

- ACQUIRE BUSINESSES CONSISTENT WITH THE COMBINED COMPANY'S STRATEGIC
OBJECTIVES. The window and door industry remains substantially fragmented.
The Combined Company believes that there will be significant opportunities
to acquire businesses that are consistent with the Combined Company's
strategic objectives. In evaluating acquisition candidates, the Combined
Company seeks businesses that have complementary distribution channels and
product lines and strong management teams. During the last two years, the
Combined Company acquired six businesses for an aggregate purchase price
of approximately $85.0 million.

THE TRANSACTIONS

THE MERGER

On October 2, 1998, Merger Sub was merged with and into Atrium Corp., with
Atrium Corp. as the surviving corporation pursuant to an Agreement and Plan of
Merger (the "Merger Agreement"), dated as of August 3, 1998, as amended, by and
among Holdings, Merger Sub, Atrium Corp. and the securityholders listed therein.
Merger Sub was a wholly-owned subsidiary of Holdings, whose stockholders include
GEIPPPII and Ardatrium, an affiliate of Ardshiel, Inc. ("Ardshiel"). GEIPPPII is
a private equity

partnership affiliated with GE Investments, a wholly-owned investment management
subsidiary of General Electric Company. Ardshiel is a private equity investment
firm based in New York which has purchased more than 35 companies since its
inception in 1975. GEIPPPII and Ardshiel and its affiliates have co-invested in
five previous transactions.

Pursuant to the terms of the Merger Agreement, all of the outstanding equity
securities of Atrium Corp. were converted into the right to receive the merger
consideration of $97.2 million in cash net of transaction costs (the "Merger
Consideration") (other than $2.7 million of equity securities of Atrium Corp.
owned by certain members of management of Atrium Corp. which were converted into
comparable equity securities of Holdings). The Merger Consideration was funded
in part with (i) $50.0 million in cash comprising the Merger Sub Contribution
(as defined below) that became an asset of Atrium Corp. in the Merger, (ii)
$20.0 million in cash proceeds from the issuance of the Discount Debentures by
Atrium Corp. to GEIPPPII and Ardatrium (the "Discount Note Issuance"), (iii)
approximately $24.0 million in cash proceeds from a loan from the Issuer (the
"Intercompany Loan") which was funded by a portion of the proceeds of a term
loan to the Issuer under the Credit Facility (as defined herein) and (iv) $0.2
million in cash proceeds from the issuance of common stock of Holdings to
certain members of management of Atrium followed by a capital contribution of
such proceeds by Holdings to Atrium Corp. See "Description of Certain
Indebtedness."

THE RECAPITALIZATION

GEIPPPII and Ardatrium formed Holdings, acquiring all of its outstanding
common stock for an aggregate purchase price of $50.0 million. Holdings formed
Merger Sub as a wholly-owned subsidiary and contributed $50.0 million (the
"Merger Sub Contribution") in exchange for all of Merger Sub's outstanding
common stock.

Immediately prior to the consummation of the Merger, all of the outstanding
subordinated debt and warrants to purchase common stock of each of WIH and Door
(other than certain warrants to purchase common stock of WIH held by Ardshiel)
were converted into common stock of WIH and Door, respectively. The stockholders
of WIH and Door contributed their common stock in WIH and Door to Holdings in
exchange for common stock of Holdings and warrants to purchase common stock of
Holdings were substituted for certain warrants to purchase common stock of WIH
held by Ardshiel. Immediately after the consummation of the Merger, Holdings
contributed all of the common stock of WIH and Door to Atrium Corp., which in
turn contributed the common stock of WIH and Door to the Issuer. Houlihan Lokey
Howard & Zukin Financial Advisors, Inc. ("Houlihan Lokey"), an independent
investment banking firm, appraised the aggregate value of the WIH and Door
common stock contributed to the Issuer at $52.0 million. The transactions
described in this paragraph are referred to herein as the "Recapitalization."

THE CREDIT FACILITY AND THE CONTINGENT CAPITAL CONTRIBUTION

To finance the payment of a portion of the Merger Consideration, the
repayment and refinancing in full of the credit facilities of the Issuer, Wing
and Darby outstanding prior to the Merger (the "Existing Debt Repayment"), a
portion of the Change of Control Offer and related fees and expenses, the Issuer
entered into the Credit Facility. Amounts used to finance a portion of the
Merger Consideration were loaned by the Issuer to Atrium Corp. pursuant to the
Intercompany Loan. See "Certain Relationships and Related Transactions." The
Credit Facility is comprised of two term loan facilities in the amounts of $75.0
million and $100.0 million and a revolving credit facility and letter of
credit-sub facility in the amounts of $30.0 million and $5.0 million,
respectively. Borrowings under the Credit Facility bear interest at the Issuer's
option at either (a) the greater of (i) the Administrative Agent's (as defined
herein) corporate base rate and (ii) the federal funds rate plus 0.5% per annum,
plus in each case, the Applicable Margin (as defined herein) or (b) LIBOR plus
the Applicable Margin.

Upon the consummation of the Merger, $75.0 million of the $100.0 million
term loan facility was placed in escrow (the "Escrow") to fund a portion of the
amounts payable, if any, in the Change of Control Offer. Any revolving loans,
the proceeds of which remain in escrow after the Change of Control Expiration
Date, mature on the next succeeding day.

In addition, upon consummation of the Merger, GEIPPPII and Ardatrium
deposited into the Escrow $25.0 million. In the event amounts are payable in the
Change of Control Offer, some or all of such funds will be used to purchase
additional Discount Debentures from Atrium Corp. (the "Additional Discount
Debenture Issuance"). The proceeds of such Discount Debentures will then be
advanced by Atrium Corp. to the Issuer as a capital contribution (the
"Contingent Capital Contribution") to pay, together with the other amounts
placed in escrow described in the preceding paragraph, amounts payable in the
Change of Control Offer.

The balance (which will not exceed $1.0 million plus accrued and unpaid
interest on the Notes, if any), if any, of amounts in excess of $100.0 million
payable in the Change of Control Offer will be paid from available cash or
financed with the proceeds of revolving loans under the Credit Facility.

The Merger, the Merger Sub Contribution, the Recapitalization, borrowings
under the Credit Facility, the Intercompany Loan, the Discount Debenture
Issuance, the Additional Discount Debenture Issuance and the Contingent Capital
Contribution and the application of the proceeds of the foregoing (including the
Existing Debt Repayment) are herein referred to collectively as the
"Transactions."

The Issuer is a Delaware corporation with its principal executive offices
located at 1341 W. Mockingbird Lane, Suite 1200 W, Dallas, Texas 75247,
telephone number (214) 630-5757.

CORPORATE STRUCTURE

The following chart depicts the corporate structure of the Combined Company
following the consummation of the Transactions:

[GRAPHIC]

As a result of the consummation of the Transactions, the Issuer has
obligations of $100.0 million outstanding under the Credit Facility pursuant to
borrowings necessary to fund the Intercompany Loan and the Existing Debt
Repayment. Atrium Corp. has obligations of approximately $24.0 million to the
Issuer pursuant to the Intercompany Loan and $20.0 million pursuant to the
Discount Debentures Issuance to GEIPPPII and Ardatrium in order to fund the
Merger Consideration.

To the extent Notes are tendered in the Change of Control Offer, the Issuer
will incur additional obligations under the Credit Facility of $75.0 million and
Atrium Corp. will incur obligations pursuant to the Additional Discount
Debenture Issuance to GEIPPPII and Ardatrium of $25.0 million in order to fund
the Change of Control Price.

THE CHANGE OF CONTROL OFFER

Issuer.............................. Atrium Companies, Inc.

Change of Control Price............. 101%

Change of Control Expiration Date... November 9, 1998 at 5:00 p.m. New York City time

Interest............................ Unless the Issuer defaults in the payment of the
Change of Control Price, all Notes accepted for
payment pursuant to the Change of Control Offer shall
cease to accrue interest after the Change of Control
Acceptance Date. Any Notes not tendered and purchased
in the Change of Control Offer will continue to accrue
interest in accordance with the Indenture.

Withdrawal Rights................... Notes tendered in the Change of Control Offer may be
withdrawn at any time prior to 5:00 p.m., New York
City time, on the Change of Control Expiration Date.
As a result, if a Registered Holder (as defined in the
Indenture) validly withdraws Notes previously tendered
in the Change of Control Offer, the Registered Holder
will not receive the Change of Control Price unless
such Notes are validly re-tendered pursuant to the
Change of Control Offer prior to the Change of Control
Expiration Date.

Source of Funds..................... The maximum amount of funds required by the Issuer to
purchase all of the Notes pursuant to the Change of
Control Offer is approximately $101.0 million plus
accrued and unpaid interest, if any, to the date of
purchase. The Issuer expects to finance the payments
of the Change of Control Offer with the proceeds of a
term loan under the Credit Facility, the Contingent
Capital Contribution and, if necessary, to fund
amounts in excess of $100.0 million, revolving loans
under the Credit Facility.

The Depositary...................... United States Trust Company of New York

RISK FACTORS

An investment in the Notes involves a high degree of risk. Holders of the
Notes should carefully consider the factors set forth in "Risk Factors," as well
as the other information set forth in this Offer to Purchase, before determining
whether to tender their Notes in the Change of Control Offer.

UNAUDITED SUMMARY PRO FORMA CONSOLIDATED FINANCIAL DATA

The following unaudited summary pro forma consolidated financial data are
derived from the Unaudited Pro Forma Consolidated Financial Statements of the
Combined Company included elsewhere in this Offer to Purchase. The pro forma
consolidated income statement data give effect to the Transactions as if they
had occurred on January 1, 1997. The pro forma consolidated balance sheet data
give effect to the Transactions as if they had occurred on June 30, 1998. The
unaudited summary pro forma consolidated financial data is presented for
illustrative purposes only and is not necessarily indicative of the operating
results or financial position that would have occurred if the Transactions had
been consummated on the dates indicated nor are they necessarily indicative of
the results that may be expected or achieved in the future. See also
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", "Risk Factors--Substantial Leverage", and the financial statements
included elsewhere in this Offer to Purchase.

SIX MONTHS
YEAR ENDED ENDED
DECEMBER 31, 1997 JUNE 30, 1998
----------------- -------------
(DOLLARS IN THOUSANDS)

INCOME STATEMENT DATA:
Net sales....................................................................... $ 357,870 $ 194,749
Gross profit.................................................................... 105,848 57,185
Selling, delivery, general and administrative expenses.......................... 76,691 41,015
Income before income taxes...................................................... 5,827 3,521
OTHER FINANCIAL DATA:
EBITDA (1)...................................................................... $ 40,816 $ 20,382
Depreciation and amortization................................................... 11,026 4,879
Capital expenditures............................................................ 5,169 2,083

AS OF JUNE 30, 1998
----------------------
(DOLLARS IN THOUSANDS)

BALANCE SHEET DATA:
Working capital (2)........................................................................ $ 51,128
Total assets............................................................................... 351,548
Total debt................................................................................. 220,000
Stockholders' equity....................................................................... 87,889

- ------------------------

(1) EBITDA represents income before interest, income taxes, extraordinary
charge, depreciation and amortization, and certain non-recurring expenses
related to acquisitions, management changes and other expenses. As the
Combined Company has historically incurred significant non-cash and non-
recurring charges, management believes EBITDA provides a more meaningful
comparison of historical results. While EBITDA is not intended to represent
cash flow from operations as defined by GAAP and should not be considered as
an indicator of operating performance or an alternative to cash flow or
operating income (as measured by GAAP) or as a measure of liquidity, it is
included herein to provide additional information with respect to the
ability of the Combined Company to meet its future debt service, capital
expenditures and working capital requirements. The Combined Company believes
EBITDA provides investors and analysts in the building materials industry
the necessary information to analyze and compare the financial results of
the Combined Company on a comparable basis with other companies on the basis
of operating performance, leverage and liquidity. Additionally, as EBITDA is
not defined by GAAP, it may not be calculated or comparable to other
similarly titled measures within the building materials industry.

(2) Computed as current assets less current liabilities, excluding current
portion of notes payable.

RISK FACTORS

AN INVESTMENT IN THE NOTES INVOLVES A HIGH DEGREE OF RISK. HOLDERS OF THE
NOTES SHOULD CONSIDER CAREFULLY THE FOLLOWING RISK FACTORS, AS WELL AS THE OTHER
INFORMATION SET FORTH IN THIS OFFER TO PURCHASE BEFORE DETERMINING WHETHER TO
TENDER THEIR NOTES IN THE CHANGE OF CONTROL OFFER.

SUBSTANTIAL LEVERAGE

The Combined Company is highly leveraged and has substantial Indebtedness
(as defined in the Indenture). As of June 30, 1998, on a pro forma basis after
giving effect to the Transactions, the Combined Company and its consolidated
subsidiaries had an aggregate of $220.0 million of outstanding Indebtedness
including the Discount Debentures issued by Atrium Corp. The Indenture permits
the Issuer to incur additional Indebtedness, including Senior Indebtedness (as
defined in the Indenture), subject to certain limitations. See "Capitalization."

The Combined Company's high degree of leverage could have important
consequences to the holders of the Notes, including the following: (i) the
Combined Company's ability to obtain additional financing for working capital,
capital expenditures, acquisitions, general corporate purposes or other purposes
may be impaired in the future; (ii) a substantial portion of the Combined
Company's cash flow from operations must be dedicated to the payment of
principal and interest on its indebtedness, thereby reducing the funds available
to the Combined Company for other purposes; (iii) certain of the Combined
Company's borrowings will be at variable rates of interest (including borrowings
under the Credit Facility), which expose the Combined Company to the risk of
increased interest rates; (iv) the indebtedness outstanding under the Credit
Facility is secured and matures prior to the maturity of the Notes; (v) the
Combined Company may be substantially more leveraged than certain of its
competitors, which may place the Combined Company at a competitive disadvantage;
and (vi) the Combined Company's substantial degree of leverage may limit its
flexibility to adjust to changing market conditions, reduce its ability to
withstand competitive pressures and make it more vulnerable to a downturn in
general economic conditions or its business. See "Description of Certain
Indebtedness."

ABILITY TO SERVICE DEBT

The Combined Company's ability to service its indebtedness will depend on
its future performance and its ability to obtain refinancing indebtedness for at
least a portion of its long-term indebtedness (including the Notes), both of
which are subject to prevailing economic conditions and to certain financial,
business and other factors beyond its control. If the Combined Company's cash
flow and capital resources are insufficient to fund its debt service
obligations, the Combined Company may be forced to reduce or delay planned
expansion and capital expenditures, sell assets, obtain additional equity
capital or restructure its debt. There can be no assurance that the Combined
Company's operating results, cash flow and capital resources will be sufficient
for payment of its Indebtedness in the future. In the absence of such operating
results and resources, the Combined Company could face substantial liquidity
constraints and might be required to dispose of material assets or operations to
meet its debt service and other obligations, and there can be no assurance as to
the timing of such sales or the proceeds that the Combined Company could realize
therefrom. In addition, because the Issuer's obligations under the Credit
Facility bear interest at floating rates, an increase in interest rates could
adversely affect, among other things, the Combined Company's ability to meet its
debt service obligations. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources" and
"Description of Certain Indebtedness."

SUBORDINATION OF THE NOTES

The Notes are unsecured, senior subordinated obligations of the Issuer and
are subordinated in right of payment to all existing and future Senior
Indebtedness (as defined in the Indenture) of the Issuer, including without
limitation any amounts outstanding under the Credit Facility. As of June 30,
1998, on a

pro forma basis after giving effect to the Transactions, the Issuer had $100.0
million of Senior Indebtedness outstanding.

As of June 30, 1998, the maximum amount of Senior Indebtedness the Issuer
and the Subsidiary Guarantors, collectively and in the aggregate, could incur
was $45.0 million, under the current provisions of the Indenture. Consequently,
in the event of a bankruptcy, liquidation, dissolution, reorganization or
similar proceeding with respect to the Issuer, assets of the Issuer will be
available to pay obligations on the Notes only after all Senior Indebtedness has
been paid in full, and there can be no assurance that there will be sufficient
assets to pay amounts due on all or any of the Notes.

Similarly, the Indebtedness evidenced by the Subsidiary Guarantees of the
Notes by the Subsidiary Guarantors will be subordinated to the prior payment in
full of all existing and future Guarantor Senior Indebtedness (as defined in the
Indenture), including all amounts owing pursuant to their guarantees of the
Credit Facility.

Pursuant to the Discount Debenture Indenture (as defined herein), Atrium
Corp. may not permit any of its Restricted Subsidiaries (as defined in the
Discount Debenture Indenture), including the Issuer, to guarantee any future
indebtedness of Atrium Corp. unless such subsidiary also guarantees the Discount
Debentures on a senior or PARI PASSU basis (depending upon the ranking of such
other indebtedness).

RESTRICTIVE DEBT COVENANTS

The Credit Facility contains a number of significant covenants that, among
other things, restrict the ability of the Issuer and its subsidiaries to dispose
of assets, incur additional indebtedness, incur guarantee obligations, repay
other indebtedness or amend other debt instruments, pay dividends, create liens
on assets, make investments, loans or advances, make acquisitions, engage in
mergers or consolidations, make capital expenditures, engage in certain
transactions with subsidiaries and affiliates and otherwise restrict corporate
activities. In addition, under the Credit Facility, the Issuer is required to
comply with specified financial ratios and tests, including minimum interest
fixed charge coverage ratios and a maximum total leverage ratio. In addition,
the Discount Debenture Indenture contains certain financial and other
restrictive covenants to which the Issuer and its subsidiaries are subject.
Pursuant to the Discount Debenture Indenture, Atrium Corp. may not, and may not
permit any of its Restricted Subsidiaries to, sell or otherwise dispose of, or
permit the Issuer to issue, any capital stock of the Issuer to any person or
entity other than Atrium Corp. or a wholly owned subsidiary. See "Description of
Certain Indebtedness."

The Issuer's ability to comply with the covenants and restrictions contained
in the Credit Facility, the Discount Debenture Indenture and the Indenture may
be affected by events beyond its control, including prevailing economic,
financial and industry conditions. The breach of any of such covenants or
restrictions could result in a default under the Credit Facility, the Discount
Debenture Indenture and the Indenture, which would permit the senior lenders or
the holders of the Discount Debentures or the Notes, as the case may be, to
declare all amounts borrowed thereunder to be due and payable immediately,
together with accrued and unpaid interest, and the commitments of the senior
lenders to make further extensions of credit under the Credit Facility could be
terminated. If the Issuer were unable to repay its indebtedness to its senior
lenders, such lenders could proceed against the collateral securing such
indebtedness as described under "Description of Certain Indebtedness."

LIMITATION ON CHANGE OF CONTROL

Upon a future Change of Control (as defined in the Indenture) the Issuer
will be required to offer to purchase all of the outstanding Notes at a price
equal to 101% of the principal amount thereof to the date of repurchase plus
accrued and unpaid interest, if any, to the date of repurchase. The Change of
Control purchase feature of the Notes, in the future, may in certain
circumstances discourage or make more difficult a sale or takeover of the
Combined Company. In particular, a future Change of Control may cause an
acceleration of, or require an offer to repurchase under, the Credit Facility
and certain other indebtedness, if any, of the Issuer and its subsidiaries, in
which case such indebtedness would be required to be repaid in full before
repurchase of the Notes. In addition, a Change of Control under the Indenture

will also constitute a "Change of Control" for purposes of the Discount
Debenture Indenture, which would require Atrium Corp. to offer to repurchase the
Discount Debentures. The Issuer could, subject to limitations on additional
Senior Indebtedness, in the future, enter into certain transactions, including
acquisitions, refinancings or other recapitalizations or highly leveraged
transactions that would not constitute a Change of Control under the Indenture,
but could increase the amount of indebtedness outstanding at such time or
otherwise affect the Issuer's capital structure or credit rating or otherwise
adversely affect holders of the Notes. See "Description of Certain
Indebtedness." The inability to repay such indebtedness, if accelerated, and to
purchase all of the tendered Notes would constitute an event of default under
the Indenture. Finally, there can be no assurance that the Issuer will have
funds available to repurchase the Notes upon the occurrence of a future Change
of Control.

FLUCTUATIONS IN RAW MATERIALS COST AND SUPPLY; RELIANCE ON MANUFACTURING
FACILITIES AND SUPPLIERS

The Combined Company purchases aluminum, vinyl, wood, glass and other raw
materials from various suppliers. While all such materials are available from
numerous independent suppliers, commodity raw materials are subject to
fluctuations in price. Because such materials in the aggregate constitute
significant components of the Combined Company's cost of goods sold, such
fluctuations could have a material adverse effect on the Combined Company's
results of operations. Although the Combined Company believes that it can pass
on to customers gradual increases in raw material prices, there can be no
assurance that the Combined Company will continue to be able to do so in the
future. In addition, sharp increases in raw material prices are more difficult
to pass through to the customer in a short period of time and may negatively
impact the short-term financial performance of the Combined Company. See
"Business--Inflation and Raw Materials." Loss of or interruptions of operations
at any of the Combined Company's manufacturing facilities could have an adverse
effect on the Combined Company's business. In addition, suppliers experiencing
delays or generating higher costs could adversely affect the Combined Company's
operating results.

ENVIRONMENTAL MATTERS

The past and present business operations of the Combined Company and the
past and present ownership and operation of real property by the Combined
Company are subject to extensive federal, state, local and foreign environmental
laws and regulations pertaining to the discharge of materials into the
environment, the handling and disposal of wastes (including solid and hazardous
wastes) or otherwise relating to health, safety and protection of the
environment. The Combined Company does not expect to make any expenditures with
respect to ongoing compliance with these environmental laws and regulations that
would have a material adverse effect on the Combined Company's capital
expenditures, earnings, or competitive position. However, the applicable
requirements under the law are subject to amendment, and to the imposition of
new, other, or additional requirements and to changing interpretations of
agencies or courts. No assurance can be given that new, other or additional
requirements would not be imposed or that expenditures, including material
expenditures, would not be required to comply. The nature of the Combined
Company's operations and previous operations by others at real property owned by
the Combined Company expose the Combined Company to the risk of claims under
environmental, health and safety laws and regulations. The Combined Company has
been subject to such claims in the course of its operations, and has made
expenditures to address these known conditions in a manner consistent with
applicable laws and regulations. The Combined Company does not believe that
these existing claims will have any further material effect on the Combined
Company's capital expenditures, earnings or competitive position. No assurance
can be given, however, that the discovery of presently unknown environmental
conditions, changes in environmental, health, and safety laws and regulations or
their interpretation, or other unanticipated events will not give rise to
expenditures or liabilities that may have such an effect. The Combined Company
has been named as a potentially responsible party at two superfund sites
pursuant to the Comprehensive Environmental Response, Compensation and Liability
Act of 1980 ("CERCLA") or comparable state statutes. Based on currently
available information, the Combined Company believes that its liability, if any,
associated with the remediation of these sites or facilities will be limited to
an amount

not greater than its alleged reasonable contribution, and that this amount will
not have a material adverse effect on the Combined Company's financial condition
or operations. However, given the uncertain nature of liability under CERCLA,
and uncertainties concerning factual circumstances, the contribution of other
parties, and other issues, there can be no assurance that the liabilities in
question will not exceed the Combined Company's expectations, resulting in
material expenditures. See "Business--Government Regulation and Environmental
Matters".

INTEGRATION OF BUSINESSES

The Combined Company's future performance will depend heavily on the ability
of the Combined Company to integrate the historical Atrium, Wing and Darby
Businesses, including, without limitation, the integration of manufacturing
facilities, management information systems and corporate functions. In addition,
the integration of the businesses may divert management's attention from other
business concerns. There can be no assurance that the Combined Company's
management will be able to manage effectively the resulting business, that the
consummation of the Transactions will benefit the Combined Company or that the
Combined Company will realize any anticipated synergies as a result of the
Transactions.

CYCLICALITY

Demand in the window and door manufacturing and distribution industry is
influenced by new home construction activity and the demand for repair and
remodeling. For the 12 months ended June 30, 1998, the Combined Company believes
that approximately 45% of its pro forma consolidated revenues were related to
new home construction. Trends in the housing sector directly impact the
financial performance of the Combined Company. Accordingly, the strength of the
U.S. economy, the age of existing home stock, job growth, interest rates and
migration into the United States and migration of the population within the
United States have a direct impact on the Combined Company. Cyclical declines in
new housing starts may adversely impact the Combined Company and there can be no
assurance that any such adverse effects would not be material. See
"Business--Cyclicality."

CUSTOMER CONCENTRATION

The Combined Company, through the Wing Business, has a significant
relationship with Home Depot, one of the largest home center retailers. Home
Depot accounted for approximately 20.5% of the Combined Company's consolidated
revenues for the 12 months ended June 30, 1998 on a pro forma basis after giving
effect to the Transactions. The Combined Company's operating and financial
performance is currently dependent, in part, upon the Combined Company's
relationship with this customer. There can be no assurance that the Combined
Company will be able to maintain such relationship consistent with historic
levels, if at all.

SEASONALITY

Markets for the Combined Company's building-related products are seasonal.
Historically, the Atrium Business' products have experienced increased sales in
the second and third quarters of the year due to increased construction during
those periods. Because interior construction and repair increase during the
winter months, the first and fourth quarters of the year have historically been
peak seasons for the Wing Business' products, particularly its interior doors.
Although the Combined Company believes that the complementary nature of the
Atrium Business' and the Wing Business' selling seasons will mitigate
fluctuations in operating results, there can be no assurance that these seasonal
trends will not adversely impact the Combined Company. The Combined Company
expects to use the Credit Facility to meet seasonal variations in its working
capital requirements. See "Business--Seasonality."

DEPENDENCE ON KEY PERSONNEL

The success of the Combined Company's business is materially dependent upon
the continued services of its President and Chief Executive Officer, Randall S.
Fojtasek, and other key officers and employees. The loss of such key personnel
due to death, disability or termination of employment could

have a material adverse effect on the results of operations or financial
condition, or both, of the Combined Company. While the Combined Company has
non-competition agreements with Mr. Fojtasek and certain other key officers and
employees, there can be no assurance that a court will find such agreements
enforceable under applicable state law.

CONTROLLING STOCKHOLDERS; AFFILIATE TRANSACTIONS

GEIPPPII and Ardshiel and its affiliates own approximately 93% of the
outstanding shares of common stock of Holdings. Additionally, Ardshiel or its
affiliates have the power to vote approximately 4% of the outstanding shares of
common stock of Holdings pursuant to proxies granted by certain stockholders of
Holdings to Ardshiel or its affiliates. As a result of this ownership and the
provisions of the stockholders agreement executed by the stockholders of
Holdings in connection with the Transactions, GEIPPPII and Ardshiel and its
affiliates are able to direct the election of 8 of the 9 members of the Board of
Directors of Holdings and therefore direct the management and policies of the
Combined Company. In addition, pursuant to the terms of such stockholders
agreement, Holdings has agreed to cause the Combined Company to make dividend
payments to make interest and principal payments on, or to repurchase, redeem or
repay, the Discount Debentures. The interests of GEIPPPII and Ardshiel and its
affiliates may differ from the interests of holders of the Notes. See
"Beneficial Ownership" and "Certain Relationships and Related Transactions."

YEAR 2000 RISK

Many existing computer systems and software products are coded to use only
two digits to identify a year in the date code field. These date code fields
will need to accept four digit entries to distinguish 21st century dates from
20th century dates. Many computer programs and systems, including certain
programs and systems utilized by the Combined Company, are highly dependent upon
financial and other data that, based on the program's or system's inability to
distinguish between the Year 2000 and other century-end dates, could be
misreported or misinterpreted and cause significant resulting errors. If not
corrected, many computer applications could fail when processing data related to
the Year 2000. There can be no assurance that the Combined Company's computer
systems, or the computer systems of other companies with whom the Combined
Company conducts business, will be Year 2000 compliant prior to December 31,
1999 or that the inability of any such systems to process accurately Year 2000
data will not have a material adverse effect on the Combined Company's business,
operating results or financial condition. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Year 2000."

COMPETITION

The Combined Company competes with other national and regional manufacturers
in many product segments. Certain of the Combined Company's principal
competitors are less highly-leveraged than the Combined Company and have greater
financial resources than the Combined Company. Accordingly, such competitors may
be better able to withstand changes in conditions within the industries in which
the Combined Company operates and may have significantly greater operating and
financial flexibility than the Combined Company. As a result of the competitive
environment in the markets in which the Combined Company operates, the Combined
Company faces (and will continue to face) pressure on sales prices of its
products from competitors (including imports in certain segments of its product
lines), as well as from large customers. As a result of such pricing pressures,
the Combined Company may in the future experience reductions in the profit
margins on its sales, or may be unable to pass future raw material price or
labor cost increases on to its customers (which would also reduce profit
margins).

There can be no assurance that the Combined Company will not encounter
increased competition in the future, which could have a material adverse effect
on the Combined Company's business. See "Business--Competition."

POTENTIAL LABOR DISPUTES

Approximately 40% of the Combined Company's hourly employees are covered by
three-year collective bargaining agreements which expire in 2001. Although the
Combined Company believes that its

relations with its employees are satisfactory, there can be no assurance that
the Combined Company will not experience work stoppages or slowdowns in the
future. In addition, there can be no assurance that the Combined Company's
non-union facilities will not become subject to labor union organizational
efforts or that labor costs will not materially increase. See
"Business--Employees."

INTELLECTUAL PROPERTY RIGHTS AND PROTECTION

The Combined Company relies on a combination of patent, copyright and
trademark laws, trade secrets, confidentiality and non-disclosure agreements and
other contractual provisions to protect its proprietary rights, measures that
provide only limited protection. There can be no assurance that the Combined
Company's means of protecting its proprietary rights will be adequate or that
competitors will not independently develop similar technologies. The Combined
Company has applied to register certain of its trademarks. There can be no
assurances that the Combined Company will obtain registrations of principal
marks in key markets. Failure to obtain registrations could compromise the
Combined Company's ability to protect its trademarks and brands and could
increase the risk of challenge from third parties to its use of its trademarks
and brands. Failure of the Combined Company to enforce and protect its
intellectual property rights or obtain from third parties the right to use
necessary intellectual property could have a material adverse effect on the
Combined Company's business, operating results and/or financial condition.

LACK OF PUBLIC MARKET; RESTRICTIONS ON TRANSFERABILITY

The Notes trade in the PORTAL market. There is no other established trading
market for the Notes. The Issuer does not currently intend to list the Notes on
any securities exchange or to seek approval for quotation through any automated
quotation system. Accordingly, there can be no assurance as to the development
of any market or the liquidity of any market that may develop for the Notes. No
assurance can be given as to the trading prices of the Notes. Future trading
prices of the Notes will depend on many factors, including, among other things,
prevailing interest rates, the Combined Company's operating results and the
market for similar securities.

The liquidity of, and trading market for, the Notes may be adversely
affected by general declines in the market for similar securities. Such a
decline may adversely affect such liquidity and trading markets independent of
the financial performance of, and prospects for, the Combined Company.

In addition, to the extent Notes are purchased pursuant to the Change of
Control Offer, the trading market for untendered Notes could become more limited
due to the reduction in the amount of Notes outstanding after the Changes of
Control Offer, which might adversely affect the liquidity and market price of
the Notes.

CERTAIN FORWARD-LOOKING STATEMENTS

This Offer to Purchase contains certain forward-looking statements (as such
term is defined in the Private Securities Litigation Reform Act of 1995) that
involve substantial risks and uncertainties relating to the Combined Company
that are based on the beliefs of the management. When used in this Offer of
Purchase, the words "anticipate", "believe", "estimate", "expect", "intend", and
similar expressions, as they relate to the Combined Company or the Combined
Company's management, identify forward-looking statements. Such statements
reflect the current views of the Combined Company with respect to the risks and
uncertainties regarding the operations and results of operations of the Combined
Company as well as its customers and suppliers, including as a result of the
availability of consumer credit, interest rates, employment trends, changes in
levels of consumer confidence, changes in consumer preferences, national and
regional trends in new housing starts, raw material costs, pricing pressures,
shifts in market demand, and general economic conditions. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions or
estimates prove incorrect, actual results may vary materially from those
described herein as anticipated, believed, estimated, expected or intended.

CAPITALIZATION

The following table sets forth the consolidated capitalization as of June
30, 1998 of the Issuer on an actual basis and the Combined Company as adjusted
to give effect to the Transactions. This table should be read in conjunction
with the Unaudited Pro Forma Consolidated Financial Statements and the financial
statements included elsewhere in this Offer to Purchase.

JUNE 30, 1998
---------------------------
COMBINED
COMPANY, AS
ADJUSTED FOR
ISSUER, THE
ACTUAL TRANSACTIONS(1)
---------- ---------------
(IN THOUSANDS)

Current portion of notes payable..................................................... $ 1,900 $ 1,750
Long-term debt, excluding current maturities:........................................
Credit Facility(2)................................................................. 7,858 98,250
BT Credit Facility--senior term loan facility...................................... 15,200 --
Discount Debentures--Issued by Atrium Corp......................................... -- 20,000
Notes.............................................................................. 100,000 100,000

Stockholders' (deficit) equity:
Common stock, par value $.01 per share; 3,000 shares authorized; 100 shares
outstanding...................................................................... -- --
Additional paid-in capital(3)...................................................... 33,512 85,895
Retained earnings (accumulated deficit)(3)......................................... (65,117) 1,994
Accumulated other comprehensive income............................................. 7 --
---------- ---------------
Total stockholders' (deficit) equity................................................. (31,598) 87,889
---------- ---------------
Total capitalization............................................................. $ 93,360 $ 307,889
---------- ---------------
---------- ---------------

- ------------------------

(1) Assumes none of the Notes are tendered in the Change of Control Offer.

(2) The BT Credit Facility (as defined herein and as reflected in the Actual
column) was refinanced by the Credit Facility (reflected in the As Adjusted
column).

(3) Adjustments to additional paid-in-capital and retained earnings (accumulated
deficit) reflect GEIPPPII's acquisition of 94.5% of the Issuer and a portion
of the minority interests of WIH and Door. See "Unaudited Pro Forma
Consolidated Financial Statements."

HISTORY OF THE COMBINED COMPANY

The Combined Company was formed through a series of transactions and
acquisitions. The following summary should be considered in conjunction with
reading the financial information presented in this Offer to Purchase:

July 3, 1995--The Common Stock of Atrium (formerly known as Fojtasek
Companies, Inc.), was acquired by a wholly owned subsidiary of Heritage Fund I,
L.P. in a transaction that was accounted for as a recapitalization (the
"Heritage Transaction"). The Atrium Business is the manufacture and sale of
doors, windows and various building materials throughout the United States.
Atrium was founded in 1948 as a leading vertically-integrated domestic
manufacturer and distributor of a full line of residential windows and doors and
began manufacturing operations in 1953.

September 1, 1996--Atrium purchased certain assets of Keller Aluminum
Products of Texas ("Keller"), a division of Keller Building Products, which was
owned by Keller Industries, Inc. The assets were recorded at cost.

September 30, 1996--Atrium Corp. acquired Atrium Door and Window Company of
the Northeast ("ADW--Northeast"), formerly known as Bishop Manufacturing
Company, Incorporated ("Bishop"), a manufacturer of vinyl replacement windows
and doors for the residential market in the northeast region of the United
States. Atrium Corp. contributed the capital stock of ADW--Northeast to Atrium.
The transaction was recorded under the purchase method of accounting.

October 25, 1996--WIH acquired (the "Wing Acquisition") 100% of the
outstanding common stock of Wing, and Wing Acquisition Corporation ("WAC"), a
Delaware corporation and a wholly owned subsidiary of WIH, was merged with and
into Wing, with Wing being the surviving corporation. WIH did not have any
significant activity prior to the Wing Acquisition. Wing was founded in 1924 and
incorporated in 1941. Wing manufactures and markets bifold, louver, stile and
rail, and flush doors, and related products for the home improvement and home
building industries.

November 27, 1996--Atrium was effectively recapitalized in a transaction in
which affiliates of Hicks Muse Tate & Furst Incorporated purchased approximately
82% of Atrium Corp.'s newly issued common stock and redeemed the equity
interests of selling securityholders of Atrium (the "Hicks Muse Transaction").
The redemption payments were funded through the issuance of the Notes and the
other outstanding debt of Atrium was refinanced. The transaction was accounted
for as a recapitalization.

July 1, 1997--Atrium purchased the assets of the Western Window Division of
Gentek Building Products, Inc. ("Gentek") (the results of operations associated
with these assets are referred to as "Gentek"). Gentek, located in Anaheim,
California, is engaged in the manufacture and sale of vinyl replacement windows
to independent remodelers and contractors. The acquisition was accounted for
under the purchase method of accounting.

November 10, 1997--WIH purchased certain assets of the Door Division of
Super Millwork, Inc. ("Super Millwork") in a transaction accounted for under the
purchase method of accounting (the "Super Millwork Acquisition"). The Door
Division of Super Millwork, located in Melville, New York, is engaged in the
distribution, manufacture and sale of doors and other millwork. The Door
Division, along with Marvin Windows, comprised the consolidated entity of Super
Millwork.

January 8, 1998--Door acquired all of the outstanding common stock of Darby
(the "Darby Acquisition") in a transaction accounted for under the purchase
method of accounting. Darby, founded in 1983, provides interior and exterior
doors, vanity mirrors, door knobs and locks, shelving, molding, and related
installation to contractors of apartment buildings and hotels.

March 27, 1998--Atrium purchased substantially all of the assets (the
"Masterview Acquisition") of Masterview Window Company, LLC ("Masterview"), a
privately held window and door company located in Phoenix, Arizona in a
transaction accounted for under the purchase method of accounting.

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF ATRIUM

The selected consolidated historical financial data set forth below for the
five-year period ended December 31, 1997, was derived from the audited
consolidated financial statements of Atrium. The financial data as of June 30,
1998 and the six months ended June 30, 1997 and 1998 were derived from the
unaudited consolidated financial statements of Atrium, which in the opinion of
management reflect all adjustments necessary for a fair presentation of results
for such periods. Results for the interim periods are not necessarily indicative
of results for the full year. The selected consolidated historical financial
data should be read in conjunction with Management's Discussion and Analysis of
Financial Condition and Results of Operations and Atrium's Consolidated
Financial Statements, related notes and other financial information included
elsewhere in this Offer to Purchase.

SIX MONTHS SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30, ENDED JUNE 30,
----------------------------------------------------- -------------- --------------
1993 1994 1995 1996 1997 1997 1998
--------- --------- --------- --------- --------- -------------- --------------

INCOME STATEMENT DATA:(1)
Net sales............................ $ 98,752 $ 123,571 $ 135,478 $ 156,269 $ 186,764 $ 85,277 $ 106,482
Income before income taxes and
extraordinary charges(2)(3)(4)..... 10,246 9,795 3,393 8,078 10,235 4,130(5) 4,668

BALANCE SHEET DATA (END OF PERIOD):(6)
Total assets......................... $ 52,517 $ 58,507 $ 48,569 $ 74,750 $ 83,375 $ 86,350 $ 120,190
Total debt........................... 7,614 6,786 49,000 100,000 100,000 $ 102,447 124,958

OTHER DATA:
EBITDA(7)............................ $ 12,030 $ 16,094 $ 17,070 $ 21,463 $ 25,842 $ 11,636(5) $ 12,969
Depreciation and amortization........ 1,407 1,678 2,087 5,228 3,585 1,736 2,601
Interest expense..................... 377 355 2,753 4,786 11,523 5,594 6,241

- --------------------------

(1) The income statement data for Atrium for the years ended December 31, 1993,
1994, 1995, 1996 and 1997 and six months ended June 30, 1998 includes the
acquisitions of Bishop, Gentek and Masterview from the dates of acquisition
which are September 30, 1996, July 1, 1997 and March 27, 1998, respectively.
If the acquisitions had occurred as of January 1, 1993, the selected
financial information would have been as follows:

SIX MONTHS SIX MONTHS
ENDED ENDED
YEAR ENDED DECEMBER 31, JUNE 30, JUNE 30,
----------------------------------------------------- ----------- -----------
1993 1994 1995 1996 1997 1997 1998
--------- --------- --------- --------- --------- ----------- -----------

Net sales.................... $ 124,448 $ 155,854 $ 183,621 $ 207,554 $ 218,504 $ 104,208 $ 112,701
Income before income taxes
and extraordinary
charges.................... 11,828 11,193 9,874 12,505 12,941 5,574(5) 5,222

EBITDA(6).................... 15,701 18,200 24,189 26,946 30,324 14,124(5) 13,945
Depreciation and
amortization............... 1,610 2,534 3,305 6,008 4,735 2,405 2,875
Interest expense............. 490 518 2,891 5,064 12,261 5,969 6,389

The above selected consolidated historical financial data does not include
the operations of Gentek for the years ended December 31, 1993 and 1994 as
financial information was not available on a stand-alone basis.
Additionally, the selected consolidated historical financial data does not
give effect to the acquisition of Keller, as the historical results of
operations are not indicative of ongoing operations, which commenced
September 1, 1996.

(2) Effective January 1, 1994, Atrium elected to change its method of accounting
of inventory from the first-in, first-out method to the last-in, first-out
("LIFO") method. The LIFO provison in 1994 resulted in an increase in cost
of sales of $2,721. The change in LIFO reserve for the years ended December
31, 1995, 1996 and 1997 and the six months ended June 30, 1997 and June 30,
1998 resulted in a decrease in cost of goods sold of $851, $491, an increase
in cost of goods sold of $500 and $176 and a decrease in cost of goods sold
of $541, respectively.

(3) Atrium recorded stock option compensation expense, consisting of charges
associated with granting new stock options at exercise prices below the fair
value of the underlying common stock and the expense associated with the
cash redemption of certain options as well as amoritzation of deferred
compensation charges related to previously issued options, of $308, $3,023,
$307, $203

and $447 for the years ended December 31, 1995, 1996 and 1997 and the six
months ended June 30, 1997 and June 30, 1998, respectively.

(4) During the years ended December 31, 1995 and 1996, Atrium recorded special
charges for management bonuses, restructuring charges for severances and
consulting fees of $7,188 and $3,044, respectively.

(5) Excludes $1,193 of proceeds from an insurance settlement related to a fire
at Atrium's extrusion facility in Wylie, Texas.

(6) The balance sheet data for Atrium as of December 31, 1996 reflects the
acquisition of Bishop and the purchase of the assets of Keller.
Additionally, the balance sheet data as of December 31, 1997 reflects the
purchase of the assets of Gentek and as of June 30, 1998 reflects the
acquisition of Masterview.

(7) EBITDA includes adjustments for the charges discussed in footnotes (2) and
(4), and adjustments for certain non-recurring items related to a writedown
on real estate of $1,545 in 1994 and a writedown of inventory of $2,500 and
$816 in 1995 and 1996, respectively.

While EBITDA is not intended to represent cash flow from operations as
defined by GAAP and should not be considered as an indicator of operating
performance or an alternative to cash flow or operating income (as measured
by GAAP) or as a measure of liquidity, it is included herein to provide
additional information with respect to the ability of Atrium to meet its
future debt service, capital expenditures and working capital requirements.
See "Management's Discussion and Analysis of Financial Condition and Results
of Operations." Atrium believes EBITDA provides investors and analysts in
the building materials industry the necessary information to analyze and
compare historical results of Atrium on a comparable basis with other
companies on the basis of operating performance, leverage and liquidity.
Additionally, as EBITDA is not defined by GAAP, it may not be calculated or
comparable to other similarly titled measures within the building materials
industry.

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF WIH

The selected income statement data set forth below for the year ended
December 31, 1995, the periods ended October 25, 1996 and December 31, 1996 and
the year ended December 31, 1997, and the selected balance sheet data at
December 31, 1996 and 1997 were derived from the audited consolidated financial
statements of WIH. The selected income statement data for the years ended
December 31, 1993, and 1994, the six months ended June 30, 1997 and 1998 and the
selected balance sheet data at December 31, 1993, 1994 and 1995 and at June 30,
1998 were derived from WIH's unaudited consolidated financial statements, which
in the opinion of management reflect all adjustments necessary for a fair
presentation of results for such periods. Results for the interim periods are
not necessarily indicative of results for the full year. The selected
consolidated historical financial data should be read in conjunction with
Management's Discussion and Analysis of Financial Condition and Results of
Operations and WIH's Consolidated Financial Statements, related notes and other
financial information included elsewhere in this Offer to Purchase.

PREDECESSOR WIH
---------------------------------------------- --------------------------------------------------
YEAR ENDED SIX MONTHS
DECEMBER 31, PERIOD ENDED PERIOD ENDED YEAR ENDED ENDED JUNE 30,
------------------------------- OCTOBER 25, DECEMBER 31, DECEMBER 31, --------------------
1993 1994 1995 1996 1996 1997 1997 1998
--------- --------- --------- ------------- ------------- ------------- --------- ---------
(DOLLARS IN THOUSANDS)

INCOME STATEMENT DATA:
Net sales..................... $ 71,925 $ 72,496 $ 68,481 $ 62,880 $ 13,200 $ 99,059 $ 47,338 $ 71,848
Income before income taxes.... 485 179 491 1,789 532 1,391 741 1,366
Net income.................... 296 35 279 1,119 303 696 391 691
BALANCE SHEET DATA (END OF
PERIOD):(1)
Total assets.................. $ 18,703 $ 20,740 $ 18,515 $ 19,966 $ 36,404 $ 55,383 $ 38,858 $ 58,277
Total debt.................... 8,995 10,296 8,522 8,154 20,489 32,238 21,967 35,458
OTHER DATA:
EBITDA(2)..................... $ 1,829 $ 1,777 $ 2,374 $ 3,014 $ 1,166 $ 5,836 $ 2,911 $ 4,384
Depreciation and
amortization................ 696 689 844 716 260 1,492 754 913
Interest expense.............. 648 909 1,039 509 374 2,953 1,416 2,105

- ------------------------------

(1) On November 10, 1997, WIH purchased certain assets of the Door Division of
Super Millwork, for $12,500, including contingent payments of $2,500 based
on future operating results. The total cost of the acquisition including
transaction costs incurred aggregated $13,444. The purchase price was funded
with borrowings under a line of credit of approximately $194, term loan
borrowings of $6,750, and the issuance of exchangeable subordinated notes of
$4,000 with warrants. The balance sheet data for WIH as of December 31, 1997
reflect the Super Millwork Acquisition and the income statement data
includes the results since the date of acquisition. If the acquisition had
occurred as of January 1, 1996, the selected consolidated historical
financial data would have been as follows (no information was available for
periods prior to January 1, 1996):

YEAR ENDED SIX MONTHS
DECEMBER 31, ENDED JUNE 30,
-------------------- --------------------
1996 1997 1997 1998
--------- --------- --------- ---------

Net sales......................................................... $ 103,012 $ 122,410 $ 60,453 $ 71,848
Income before income taxes........................................ 3,550 2,001 1,113 1,366

EBITDA(2)......................................................... 5,732 6,659 3,405 4,384
Depreciation and amortization..................................... 1,069 1,536 783 913
Interest expense.................................................. 1,113 3,122 1,509 2,105

(2) While EBITDA is not intended to represent cash flow from operations as
defined by GAAP and should not be considered as an indicator of operating
performance or an alternative to cash flow or operating income (as measured
by GAAP) or as a measure of liquidity, it is included herein to provide
additional information with respect to the ability of WIH to meet its
future debt service, capital expenditures and working capital requirements.
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations." WIH believes EBITDA provides investors and analysts
in the building materials industry the necessary information to analyze and
compare historical results of WIH on a comparable basis with other
companies on the basis of operating performance, leverage and liquidity.
Additionally, as EBITDA is not defined by GAAP, it may not be calculated or
comparable to other similarly titled measures within the building materials
industry.

SELECTED COMBINED HISTORICAL FINANCIAL DATA OF DOOR

The selected combined historical financial data set forth below for the
two-year period ended December 31, 1997, were derived from the audited combined
financial statements of Darby, and from the unaudited consolidated financial
statements of Door for the six months ended June 30, 1998 and of Darby for the
six months ended June 30, 1997. The selected financial data for each of the
years ended December 31, 1993, 1994 and 1995 were derived from Darby's unaudited
combined financial statements, and are prepared on an income tax basis of
accounting. Results for the interim periods are not necessarily indicative of
results for the full year. The selected combined historical financial data
should be read in conjunction with Management's Discussion and Analysis of
Financial Condition and Results of Operations, Darby's Combined Financial
Statements, Door's Consolidated Financial Statements related notes and other
financial information included elsewhere in this Offer to Purchase.

SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
--------------------------------------------- ----------------
1993(1) 1994(1) 1995(1) 1996 1997 1997 1998
------- ------- ------- ------- ------- ------- -------

INCOME STATEMENT DATA:
Net sales....................................... $7,114 $9,033 $13,034 $15,777 $16,956 $8,894 $10,432
Income from continuing operations............... 548 1,093 2,128 2,145 2,022 1,283 1,219

BALANCE SHEET DATA (END OF PERIOD):
Total assets.................................... $2,444 $3,616 $ 5,152 $ 5,325 $ 4,278 N/A $28,298
Total debt...................................... 638 608 1,139 934 6 N/A 14,785

OTHER DATA:
EBITDA(2)(3).................................... $ N/A N/A N/A $ 3,686 $ 3,804 $1,479 $ 2,351
Depreciation and amortization................... 65 114 169 189 154 71 343
Interest expense................................ 48 46 68 78 61 20 789

- ------------------------------

(1) The selected combined historical financial data presented above for the
years ended December 31, 1993, 1994 and 1995 are unaudited and prepared on
an income tax basis. No adjustments have been made to conform the financial
data to accrual basis accounting in accordance with generally accepted
accounting principles.

(2) EBITDA includes a reversal of compensation expense to a former stockholder
offset by the compensation that will be received pursuant to a new
three-year consulting agreement as follows:

YEAR ENDED SIX MONTHS
DECEMBER 31, ENDED JUNE 30,
----------------- --------------
1996 1997 1997
------- ------- --------------

Salary............................................ $ 311 $ 311 $ 155
Bonus............................................. 1,063 1,356 0
New consulting agreement.......................... (100) (100) (50)
------- ------- -----
Net adjustment.................................... $ 1,274 $ 1,567 $ 105
------- ------- -----
------- ------- -----

(3) EBITDA includes adjustments for the charges discussed in footnote (2). While
EBITDA is not intended to represent cash flow from operations as defined by
GAAP and should not be considered as an indicator of operating performance
or an alternative to cash flow or operating income (as measured by GAAP) or
as a measure of liquidity, it is included herein to provide additional
information with respect to the ability of Door to meet its future debt
service, capital expenditures and working capital requirements. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." Door believes EBITDA provides investors and analysts in the
building materials industry the necessary information to analyze and compare
historical results of Door on a comparable basis with other companies on the
basis of operating performance, leverage and liquidity. Additionally, as
EBITDA is not defined by GAAP, it may not be calculated or comparable to
other similarly titled measures within the building materials industry.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma consolidated financial statements
("Unaudited Pro Forma Financial Statements") of the Combined Company are based
on the audited and unaudited historical financial statements listed in the Index
to Financial Statements on page F-1.

The Unaudited Pro Forma Financial Statements have been prepared to give
effect to the Transactions. For financial statement purposes, WIH is deemed to
be the "accounting acquiror" in a reverse acquisition transaction.

Prior to the Transactions, GEIPPPII owned a significant interest in both WIH
and Door. As a result of the Transactions, GEIPPPII now owns approximately 94.5%
of Holdings. To the extent GEIPPPII acquired additional minority interest in WIH
and Door, such interest has been recorded at GEIPPPII's acquisition cost or
"fair value". GEIPPPII also recorded its acquisition of a 94.5% interest in
Atrium Corp. at "fair value". For purposes of the Unaudited Pro Forma Financial
Statements, GEIPPPII's basis in the companies which are a part of the
Transactions have been "pushed down" to the Unaudited Pro Forma Financial
Statements. The Unaudited Pro Forma Financial Statements also reflect various
other effects of the Transactions such as capital contributions, retirement of
existing debt and write-off of related financing costs, issuance of new debt and
transaction expenses.

The Unaudited Consolidated Pro Forma Balance Sheet has been prepared to give
effect to the Transactions as if they occurred on June 30, 1998. The Unaudited
Pro Forma Consolidated Statements of Income give effect to the Transactions as
if they occurred on January 1, 1997.

The unaudited pro forma adjustments are based upon available information and
certain assumptions that the Combined Company believes are reasonable. The
Unaudited Pro Forma Financial Statements and the accompanying notes should be
read in conjunction with the historical financial statements listed in the Index
to Financial Statements on page F-1 and other financial information contained in
"the Combined Company," "Capitalization" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere
herein. The Unaudited Pro Forma Financial Statements are not indicative of
either future results of operations or the results that might have occurred if
the Transactions had been consummated on the indicated dates.

The Unaudited Pro Forma Financial Statements also include the effects of the
following events which were accounted for under the purchase method of
accounting:

On July 1, 1997, Atrium purchased the assets of the Western Window Division
of Gentek.

On November 10, 1997, WIH purchased certain assets of the Door Division of
Super Millwork.

On January 8, 1998, Door acquired all of the outstanding common stock of
Darby.

On March 27, 1998, Atrium purchased substantially all of the assets of
Masterview.

Accordingly the assets and liabilities acquired have been recorded at their
fair market values. These transactions have been presented in the Unaudited Pro
Forma Consolidated Statement of Income as if they occurred on January 1, 1997.
All of the transactions have been recorded in the historical balance sheets of
the respective acquiring companies as of June 30, 1998.

ATRIUM COMPANIES, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

JUNE 30, 1998
(DOLLARS IN THOUSANDS)

HISTORICAL PRO FORMA
------------------------------- --------------------------
ATRIUM WING DOOR ADJUSTMENTS CONSOLIDATED
--------- --------- --------- ------------ ------------

CURRENT ASSETS:
Cash and cash equivalents........................... $ 1 $ 139 $ 182 $ -- $ 322
Equity securities--available for sale............... 113 -- -- -- 113
Accounts receivable, net............................ 34,005 6,476 3,487 -- 43,968
Inventories......................................... 19,091 18,748 1,448 -- 39,287
Prepaid expenses and other current assets........... 988 935 175 -- 2,098
Deferred tax asset.................................. 692 -- -- -- 692
--------- --------- --------- ------------ -----------
Total current assets................................ 54,890 26,298 5,292 -- 86,480
PROPERTY, PLANT AND EQUIPMENT, net.................... 18,540 7,942 585 -- 27,067
GOODWILL, net......................................... 37,550 22,130 22,220 81,598(1) 218,030
2,359(2)
223(3)
51,950(4)
DEFERRED FINANCING COSTS, net......................... 5,143 1,151 198 8,653(4) 15,145
OTHER ASSETS.......................................... 4,067 756 3 -- 4,826
--------- --------- --------- ------------ -----------
Total assets........................................ $ 120,190 $ 58,277 $ 28,298 $ 144,783 $ 351,548
--------- --------- --------- ------------ -----------
--------- --------- --------- ------------ -----------
CURRENT LIABILITIES:
Current portion of notes payable.................... $ 1,900 $ 3,367 $ 500 $ (5,767)(4) $ 1,750
1,750 (4)
Accounts payable.................................... 17,350 4,746 1,166 -- 23,262
Accrued liabilities................................. 8,122 3,542 1,245 (819)(4) 12,090
--------- --------- --------- ------------ -----------
Total current liabilities........................... 27,372 11,655 2,911 (4,836) 37,102
LONG-TERM LIABILITIES:
Notes payable....................................... 123,058 32,091 14,285 (11,337)(5) 218,250
(5,286)(6)
(52,811)(4)
118,250 (4)
Deferred tax liability.............................. 1,058 449 -- -- 1,507
Other liabilities................................... 300 2,500 4,000 -- 6,800
--------- --------- --------- ------------ -----------
Total long-term liabilities......................... 124,416 35,040 18,285 48,816 226,557
--------- --------- --------- ------------ -----------
Total liabilities................................... 151,788 46,695 21,196 43,980 263,659
STOCKHOLDER'S EQUITY (DEFICIT):
Common stock........................................ -- 1 1 (2)(7) --
Paid-in-capital..................................... 33,512 9,891 6,468 11,337 (5) 85,895
5,286 (6)
16,488 (1)
2,359 (2)
223 (3)
331 (7)
Retained earnings (accumulated deficit)............. (65,117) 1,690 633 65,117 (1) 1,994
Accumulated other comprehensive income.............. (329)(7)
7 -- -- (7)(1) --
--------- --------- --------- ------------ -----------
Total stockholder's equity (deficit)................ (31,598) 11,582 7,102 100,803 87,889
--------- --------- --------- ------------ -----------
Total liabilities and stockholder's equity
(deficit)....................................... $ 120,190 $ 58,277 $ 28,298 $ 144,783 $ 351,548
--------- --------- --------- ------------ -----------
--------- --------- --------- ------------ -----------

ATRIUM COMPANIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

JUNE 30, 1998
(DOLLARS IN THOUSANDS)

(1) Elimination of Atrium's accumulated deficit of $65,117 and unrealized gain
on equity securities available for sale of $7 and recording GEIPPPII's and
Ardshiel's basis in Atrium as follows:

GEIPPPII's contribution........................................... $ 49,500
Ardatrium's contribution.......................................... 500
Elimination of Atrium's historical paid-in capital................ (33,512)
---------
Net increase in Atrium's paid-in capital.......................... $ 16,488
---------
---------
As a result of the above entries, the following details the net
increase in goodwill:
Elimination of Atrium's accumulated deficit..................... $ 65,117
Elimination of unrealized gain on equity securities available
for sale...................................................... (7)
Net increase in Atrium's paid-in capital........................ 16,488
---------
Net increase in goodwill........................................ $ 81,598
---------
---------

(2) Recording of GEIPPPII's purchase of additional interest of WIH of 5.03% from
89.47% fully converted basis prior to the Transactions to 94.50% immediately
after the Transactions as follows:

GEIPPPII's basis in WIH prior to the Transactions......... $ 22,160
GEIPPPII's purchase of minority interest.................. 1,818
Basis of remaining minority interest...................... 1,300
---------
Adjusted basis in WIH..................................... 25,278

Historical equity of WIH ................................. 11,582
Conversion of exchangeable subordinated notes payable
(5)..................................................... 11,337
---------
Adjusted equity of WIH after conversion of debt........... 22,919
---------
Net increase in equity related to the acquisition of WIH's
minority interest....................................... $ 2,359
---------
---------

(3) Recording of GEIPPPII's purchase of additional interest of Door of 2.19%
from 92.31% fully converted basis prior to the Transactions to 94.50%
immediately after the Transactions as follows:

GEIPPPII's basis in Door prior to the Transactions ....... $ 11,391
GEIPPPII's purchase of minority interest.................. 379
Basis of remaining minority interest...................... 841
---------
Adjusted basis in Door.................................... $ 12,611
Historical equity of Door................................. 7,102
Conversion of subordinated note payable (6)............... 5,286
---------
Adjusted equity of Door after conversion of debt.......... 12,388
---------
Net increase in equity related to the acquisition of
Door's minority interest................................ $ 223
---------
---------

ATRIUM COMPANIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET (CONTINUED)

JUNE 30, 1998
(DOLLARS IN THOUSANDS)

(4) To record borrowings under the Credit Facility, including related deferred
financing costs, to record the Existing Debt Repayment and the write-off of
associated deferred financing costs.

NOTES PAYABLE
Borrowings under the Credit Facility
B Tranche............................................. $ 75,000
C Tranche............................................. 25,000
Discount Debentures issued by Atrium Corp............... 20,000
---------
Total Notes Payable (including $1,750 of current
portion).............................................. $ 120,000

Less Existing Debt Repayment:
Atrium Notes Payable--Current Portion................. (1,900)
WIH Notes Payable--Current Portion.................... (3,367)
Door Notes Payable--Current Portion................... (500)
---------
(5,767)
Atrium Notes Payable--Long Term Portion............... (23,058)
WIH Notes Payable--Long Term Portion (including
capital leases)..................................... (20,754)
Door Notes Payable--Long Term Portion................. (8,999)
---------
(52,811)
Atrium accrued interest............................... (162)
WIH accrued interest.................................. (633)
Door accrued interest................................. (24)
---------
(819)
DEBT FINANCING COSTS
Debt financing costs capitalized........................ (11,000)
Write off of associated deferred financing costs
Atrium ............................................... 998
WIH................................................... 1,151
Door.................................................. 198
---------
Net increase in deferred financing costs................ (8,653)
---------
Net increase in goodwill................................ $ 51,950
---------
---------

(5) Conversion of GEIPPPII's and Ardshiel's interest in WIH's exchangeable
subordinated notes payable of $12,460 and $40, respectively, less $1,163 of
unamortized discount related to detachable warrants converted to common
stock pursuant to the Recapitalization.

(6) Conversion of GEIPPPII's and Ardshiel's interest in Door's subordinated note
payable of $5,940 and $60, respectively, less $714 of unamortized discount
related to detachable warrants converted to common stock pursuant to the
Recapitalization.

(7) Elimination of Door's retained earnings and common stock and the elimination
of WIH common stock as Atrium's Common Stock remains outstanding.

Note: No adjustment has been made in the Unaudited Pro Forma Financial
Statements to conform the accounting policies of Atrium, WIH and Door.
The Combined Company believes there will not be material adjustments to
the balance sheet, other than as shown above, in the application of the
purchase price.

ATRIUM COMPANIES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)

1997 AND 1998 PRO FORMA
COMPLETED --------------------------
HISTORICAL ACQUISITIONS ATRIUM
---------- ------------------ ACQUISITIONS BEFORE
ATRIUM GENTEK MASTERVIEW ADJUSTMENTS TRANSACTIONS
---------- ------ ---------- ----------- ------------

NET SALES................ $186,764 $6,733 $25,007 $-- $218,504
COST OF GOODS SOLD....... 121,301 5,083 19,056 -- 145,440
---------- ------ ---------- ----------- ------------
Gross profit........... 65,463 1,650 5,951 -- 73,064

OPERATING EXPENSES:
Selling, delivery,
general and
administrative
expenses............. 44,486 982 3,105 (124)(a) 48,449
Stock option
compensation
expense.............. 307 -- -- -- 307
---------- ------ ---------- ----------- ------------
44,793 982 3,105 (124) 48,756
---------- ------ ---------- ----------- ------------
Income (loss) from
operations......... 20,670 668 2,846 124 24,308
INTEREST EXPENSE......... 11,523 -- 779 1,654(f) 13,956
OTHER INCOME (EXPENSE),
net.................... 1,088 -- (30) -- 1,058
---------- ------ ---------- ----------- ------------
Income before income
taxes.............. 10,235 668 2,037 (1,530) 11,410

PROVISION (BENEFIT) FOR
INCOME TAXES........... 4,068 267 -- 172(j) 4,507
---------- ------ ---------- ----------- ------------
NET INCOME (LOSS)........ $ 6,167 $ 401 $ 2,037 $(1,702) $ 6,903
---------- ------ ---------- ----------- ------------
---------- ------ ---------- ----------- ------------

1997
COMPLETED
ACQUISITIONS PRO FORMA
HISTORICAL ------------ --------------------------
---------- SUPER ACQUISITION WIH BEFORE
WIH MILLWORK ADJUSTMENTS TRANSACTIONS
---------- ------------ ----------- ------------

NET SALES................ $99,059 $23,351 $-- $122,410
COST OF GOODS SOLD....... 78,270 18,085 -- 96,355
---------- ------------ ----------- ------------
Gross profit........... 20,789 5,266 -- 26,055
OPERATING EXPENSES:
Selling, delivery,
general and
administrative
expenses............. 16,445 4,487 225(b) 21,157
Stock option
compensation
expense.............. -- -- -- --
---------- ------------ ----------- ------------
16,445 4,487 225 21,157
---------- ------------ ----------- ------------
Income (loss) from
operations......... 4,344 779 (225) 4,898
INTEREST EXPENSE......... 2,953 169 708(g) 3,830
OTHER INCOME (EXPENSE),
net.................... -- -- -- --
---------- ------------ ----------- ------------
Income before income
taxes.............. 1,391 610 (933) 1,068
PROVISION (BENEFIT) FOR
INCOME TAXES........... 695 -- (110)(k) 585
---------- ------------ ----------- ------------
NET INCOME (LOSS)........ $ 696 $ 610 $(823) $ 483
---------- ------------ ----------- ------------
---------- ------------ ----------- ------------

PRO FORMA
HISTORICAL --------------------------
---------- ACQUISITION DOOR BEFORE
DOOR ADJUSTMENTS TRANSACTIONS
---------- ----------- ------------

NET SALES................ $16,956 $-- $16,956
COST OF GOODS SOLD....... 10,227 -- 10,227
---------- ----------- ------------
Gross profit........... 6,729 -- 6,729
OPERATING EXPENSES:
Selling, delivery,
general and
administrative
expenses............. 4,707 (1,013)(c) 3,694
Stock option
compensation
expense.............. -- -- --
---------- ----------- ------------
4,707 (1,013) 3,694
---------- ----------- ------------
Income (loss) from
operations......... 2,022 1,013 3,035
INTEREST EXPENSE......... 61 1,510(h) 1,571
OTHER INCOME (EXPENSE),
net.................... 90 -- 90
---------- ----------- ------------
Income before income
taxes.............. 2,051 (497) 1,554
PROVISION (BENEFIT) FOR
INCOME TAXES........... -- 528(l) 528
---------- ----------- ------------
NET INCOME (LOSS)........ $ 2,051 $(1,025) $ 1,026
---------- ----------- ------------
---------- ----------- ------------

PRO FORMA
------------------------------------------
THE COMBINED THE COMBINED
COMPANY ADJUSTMENTS COMPANY
BEFORE AFTER AFTER
TRANSACTIONS TRANSACTIONS TRANSACTIONS
------------ ------------ ------------

NET SALES................ $357,870 $-- $ 357,870
COST OF GOODS SOLD....... 252,022 -- 252,022
------------ ------------ ------------
Gross profit........... 105,848 -- 105,848
OPERATING EXPENSES:
Selling, delivery,
general and
administrative
expenses............. 73,300 3,391(d) 76,691
Stock option
compensation
expense.............. 307 208(e) 515
------------ ------------ ------------
73,607 3,599 77,206
------------ ------------ ------------
Income (loss) from
operations......... 32,241 (3,599) 28,642
INTEREST EXPENSE......... 19,357 4,606(i) 23,963
OTHER INCOME (EXPENSE),
net.................... 1,148 -- 1,148
------------ ------------ ------------
Income before income
taxes.............. 14,032 (8,205) 5,827
PROVISION (BENEFIT) FOR
INCOME TAXES........... 5,620 (1,637)(m) 3,983
------------ ------------ ------------
NET INCOME (LOSS)........ $ 8,412 $(6,568) $ 1,844
------------ ------------ ------------
------------ ------------ ------------

ATRIUM COMPANIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME

DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)

(a) Reflects net decrease in the amortization expense relating to goodwill
as a result of Atrium's acquisition of Gentek and Masterview on July 1,
1997 and March 27, 1998, respectively, as follows:

Amortization expense of Gentek goodwill of $3,320 being amortized over 40
years $ 42
Elimination of Masterview's historical amortization expense of goodwill of
$10,689 being amortized over 15 years..................................... (698)
Amortization expense of goodwill of $21,282 being amortized over 40 years... 532
---------
$ (124)
---------
---------

(b) Reflects net increase in selling, delivery, general and administrative
expenses resulting from the elimination of certain one-time costs, and
the amortization expense relating to goodwill and non-compete agreement
as a result of the Super Millwork Acquisition on November 10, 1997, as
follows:

Elimination of a one-time transaction bonus and associated payroll taxes
paid to senior executive in connection with the Super Millwork
Acquisition............................................................... $ (32)
Amortization expense of goodwill of $9,945 being amortized over 40 years.... 207
Amortization of non-compete agreement being amortized over 5 years.......... 50
---------
$ 225
---------
---------

(c) Reflects net decrease in selling, delivery, general and administrative
expenses for amortization expense relating to goodwill and compensation
expense resulting from Door's acquisition of the common stock of Darby as
follows:

Reduction of compensation expense paid to a former stockholder's salary and
bonus compensation that will be received pursuant to a three year
employment agreement..................................................... $ (1,676)
Compensation expense paid to a former stockholder pursuant to a three year
employment agreement..................................................... 100
Amortization of goodwill of $22,503 being amortized over 40 years.......... 563
---------
$ (1,013)
---------
---------

(d) Reflects net increase in amortization expense relating to goodwill as a
result of the Transactions:

Elimination of historical goodwill amortization............................ $ (2,060)
Amortization of $218,030 of goodwill being amortized over 40 years......... 5,451
---------
$ 3,391
---------
---------

ATRIUM COMPANIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME (CONTINUED)

DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)

(e) Reflects net increase in stock option compensation expense as a result
of the Transactions:

Elimination of historical stock option compensation......................... $ (307)
Stock option compensation related to 2,600,000 shares issued at $.01 with a
fair market value of $1.00 vesting over five years........................ 515
---------
$ 208
---------
---------

(f) Reflects net increase in interest expense resulting from Atrium's
acquisition of Gentek and Masterview as follows:

Interest expense resulting from the borrowing of $6,500 on Atrium's
revolving credit facility at 7.9% for Gentek.............................. $ 257
Elimination of historical interest expense of Masterview related to debt
that was paid off including the amortization of related deferred financing
costs..................................................................... (779)
Interest expense resulting from borrowings under a $17,500 term loan at
7.875% for Masterview..................................................... 1,378
Interest expense resulting from the borrowing of $9,029 on Atrium's
revolving credit facility at 7.9% for Masterview.......................... 713
Amortization of deferred financing costs of $508 related to the issuance of
the term loan and amendment of the revolving credit facility for
Masterview................................................................ 85
---------
$ 1,654
---------
---------

(g) Reflects net increase in interest expense resulting from the Super
Millwork Acquisition as follows:

Elimination of historical interest expense.................................. $ (169)
Interest expense resulting from the borrowing of $194 under Wing's revolving
credit facility at 10.0%.................................................. 16
Interest expense resulting from the borrowing of $6,750 under Wing's term
loan facility at 8.8%..................................................... 495
Interest expense resulting from the borrowing of $4,000 exchangeable
subordinated debt at 11.0%................................................ 366
---------
$ 708
---------
---------

(h) Reflects net increase in interest expense resulting from Door's
acquisition of the common stock of Darby as follows:

Elimination of historical interest expense.................................. $ (61)
Interest expense resulting from the issuance of $10,000 senior debt at
8.5%...................................................................... 850
Interest expense resulting from the issuance of $6,000 subordinated debt at
11.5%..................................................................... 690
Amortization of deferred financing costs being amortized over 7 years....... 31
---------
$ 1,510
---------
---------

ATRIUM COMPANIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME (CONTINUED)

DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)

(i) Reflects net increase in interest expense resulting from the
Transactions:

Elimination of historical interest expense related to debt to be repaid,
including amortization of deferred financing costs....................... $ (8,365)
Interest expense resulting from the borrowing of $100,000 at 9% pursuant to
the Credit Facility...................................................... 9,000
Interest expense resulting from the borrowing of $20,000 Discount
Debentures at 12% issued by Atrium Corp. (non-cash payment-in-kind by
Atrium Corp.)............................................................ 2,400
Amortization of deferred financing costs of $11,000 related to the Credit
Facility................................................................. 1,571
---------
$ 4,606
---------
---------

The Pro Forma Consolidated Statement of Income has been prepared assuming
that none of the Notes will be tendered in the Change of Control Offer.
In the event all of the Notes were tendered in the Change of Control
Offer, adjusted net interest expense would decrease by $1,500.

Borrowings under the Credit Facility bear interest at a variable rate. A
one percentage point increase or decrease in the applicable interest rate
would increase or decrease adjusted net interest expense by $1,000.

(j) Reflects the income tax provision related to the historical earnings of
Gentek and Masterview and the income tax effect of the pro forma
adjustments discussed in (a) and (f) using the federal statutory income
tax rate of 34%. Prior to the Masterview Acquisition, Masterview, a
limited liability company, was classified as a partnership for federal
and state income tax purposes with income or loss accruing directly to
the members. Accordingly, no provisions or credits for federal or state
income taxes are reflected in the Masterview historical financial
statements.

(k) Reflects the income tax provision related to the historical earnings of
Super Millwork and the income tax effect of the pro forma adjustments
discussed in (b) and (g) using the federal statutory income tax rate of
34%. Prior to the acquisition, Super Millwork was classified as an
S-corporation for federal and state income tax purposes with income or
loss accruing directly to the shareholders. Accordingly, no provisions or
credits for federal or state income taxes are reflected in the Super
Millwork historical financial statements.

(l) Reflects the income tax provision related to the historical earnings of
Darby and the income tax effect of the pro forma adjustments discussed in
(c) and (h) using the federal statutory income tax rate of 34%. Prior to
the acquisition, Darby was classified as an S-corporation for federal and
state income tax purposes with income or loss accruing directly to the
shareholders. Accordingly, no provisions or credits for federal or state
income taxes are reflected in the Darby historical financial statements.

(m) Reflects the income tax effect of the pro forma adjustments discussed in
(e) and (i) using the federal statutory income tax rate of 34%. No income
tax effect has been reflected for the pro forma adjustment discussed in
(j) as the additional goodwill recorded as a result of the Transactions
is non-deductible for federal tax purposes.

ATRIUM COMPANIES, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME

FOR THE PERIOD ENDED JUNE 30, 1998
(DOLLARS IN THOUSANDS)

1998 PRO FORMA
COMPLETED ----------------------------- THE COMBINED
HISTORICAL ACQUISITION ATRIUM HISTORICAL COMPANY
----------- ------------- ACQUISITIONS BEFORE -------------------- BEFORE
ATRIUM MASTERVIEW ADJUSTMENTS TRANSACTIONS WIH DOOR TRANSACTIONS
----------- ------------- --------------- ------------ --------- --------- ------------

NET SALES................. $ 106,482 $ 6,219 $ -- $ 112,701 $ 71,848 $ 10,432 $ 194,981
COST OF GOODS SOLD........ 70,526 4,687 -- 75,213 56,197 6,386 137,796
----------- ------ ----- ------------ --------- --------- ------------
Gross profit............ 35,956 1,532 -- 37,488 15,651 4,046 57,185

OPERATING EXPENSES:
Selling, delivery,
general and
administrative
expenses.............. 24,377 834 (45)(b) 25,166 12,180 2,043 39,389
Stock option
compensation
expense............... 447 -- -- 447 -- -- 447
----------- ------ ----- ------------ --------- --------- ------------
24,824 834 (45) 25,613 12,180 2,043 39,836
----------- ------ ----- ------------ --------- --------- ------------
Income from
operations.......... 11,132 698 45 11,875 3,471 2,003 17,349

INTEREST EXPENSE.......... 6,241 158 386(d) 6,785 2,105 789 9,679
OTHER INCOME (EXPENSE),
net..................... (223) (173) 171(f) (225) -- 5 (220)
----------- ------ ----- ------------ --------- --------- ------------
Income before income
taxes................. 4,668 367 (170) 4,865 1,366 1,219 7,450

PROVISION FOR INCOME
TAXES................... 1,711 -- 67(g) 1,778 675 586 3,039
----------- ------ ----- ------------ --------- --------- ------------
NET INCOME................ $ 2,957 $ 367 $ (237) $ 3,087 $ 691 $ 633 $ 4,411
----------- ------ ----- ------------ --------- --------- ------------
----------- ------ ----- ------------ --------- --------- ------------

PRO FORMA
---------------------------
THE COMBINED
ADJUSTMENTS COMPANY
AFTER AFTER
TRANSACTIONS TRANSACTIONS
------------- ------------

NET SALES................. $ (232)(a) $ 194,749
COST OF GOODS SOLD........ (232)(a) 137,564
------------- ------------
Gross profit............ -- 57,185
OPERATING EXPENSES:
Selling, delivery,
general and
administrative
expenses.............. 1,626(c) 41,015
Stock option
compensation
expense............... -- 447
------------- ------------
1,626 41,462
------------- ------------
Income from
operations.......... (1,626) 15,723
INTEREST EXPENSE.......... 2,303(e) 11,982
OTHER INCOME (EXPENSE),
net..................... (220)
------------- ------------
Income before income
taxes................. (3,929) 3,521
PROVISION FOR INCOME
TAXES................... (783)(h) 2,256
------------- ------------
NET INCOME................ $ (3,146) $ 1,265
------------- ------------
------------- ------------

ATRIUM COMPANIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME (CONTINUED)

FOR THE PERIOD ENDED JUNE 30, 1998
(DOLLARS IN THOUSANDS)

(a) Represents the elimination of intercompany sales of $232 from WIH to Door
during the first six months of 1998.

(b) Reflects net decrease in the amortization expense relating to goodwill as a
result of the Masterview Acquisition as follows:

Elimination of historical amortization of goodwill of $10,689 being amortized over 15 years.......... $ (178)
Amortization of goodwill of $21,282 associated with the Transactions being amortized over 40 years... 133
---------
$ (45)
---------
---------

Elimination of historical goodwill amortization..................................................... $ (1,099)
Amortization of $218,030 of goodwill being amortized over 40 years.................................. 2,725
---------
$ 1,626
---------
---------

(d) Reflects net increase in interest expense as a result of the Masterview
Acquisition as follows:

Elimination of historical interest expenses related to debt that was paid off including the
amortization of related deferred financing costs..................................................... $ (158)
Interest expense resulting from the issuance of $17,500 term loan at 7.875%........................... 345
Interest expense resulting from the borrowing of $9,029 on Atrium's revolving credit facility at
7.9%................................................................................................. 178
Amortization of deferred financing costs of $508 related to the issuance of the term loan and
amendment of the revolving credit facility........................................................... 21
---------
$ 386
---------
---------

(e) Reflects net increase in interest expense resulting from the Transactions:

Elimination of historical interest expense related to debt to be repaid, including amortization of
deferred financing costs........................................................................... $ (4,183)
Interest expense resulting from the borrowing of $100,000 at 9% pursuant to the Credit Facility..... 4,500
Interest expense resulting from the borrowing of $20,000 Discount Debentures at 12% issued by Atrium
Corp. (non-cash payment-in-kind by Atrium Corp.)................................................... 1,200
Amortization of deferred financing costs of $11,000 related to the Credit Facility.................. 786
---------
$ 2,303
---------
---------

The Pro Forma Consolidated Statement of Income has been prepared assuming
that none of the Notes will be tendered in the Change of Control Offer. In
the event all of the Notes were tendered in the Change of Control, adjusted
net interest expense would decrease by $750.

Borrowings under the Credit Facility bear interest at a variable rate. A one
percentage point increase or decrease in the applicable interest rate would
increase or decrease adjusted net interest expense by $500.

ATRIUM COMPANIES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME (CONTINUED)

FOR THE PERIOD ENDED JUNE 30, 1998
(DOLLARS IN THOUSANDS)

(f) Reflects the elimination of one-time bonuses and associated payroll taxes
aggregating $171 paid to certain members of senior management of Masterview
in connection with the Masterview Acquisition.

(g) Reflects the income tax provision related to the historical earnings of
Masterview and the income tax effect of the pro forma adjustments discussed
in notes (b), (d) and (f) using the federal statutory income tax rate of
34%. Prior to the acquisition, Masterview, a limited liability company, was
classified as a partnership for federal and state income tax purposes with
income or loss accruing directly to the memebers. Accordingly, no provisions
or credits for federal or state income taxes are reflected in the Masterview
historical financial statements.

(h) Reflects the income tax effect of the pro forma adjustment discussed in (e)
using the statutory federal income tax rate of 34%. No income tax effect has
been reflected for the pro forma adjustment discussed in (f) as the
additional goodwill recorded as a result of the Transactions is
non-deductible for federal tax purposes.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(DOLLARS IN THOUSANDS)

The following discussion and analysis should be read in conjunction with the
Consolidated Financial Statements of Atrium, WIH and Door which appear elsewhere
in this Offer to Purchase.

CERTAIN FORWARD-LOOKING STATEMENTS

ATRIUM

The operations of Atrium are cyclical in nature and generally result in
significant increases during the peak building season which coincides with the
second and third quarters of the year. Accordingly, results of operations for
the six months ended June 30 are not necessarily indicative of results expected
for the full year.

RESULTS OF OPERATIONS

The following table sets forth for the periods indicated, information
derived from Atrium's consolidated statements of income expressed as percentage
of net sales.

YEAR ENDED DECEMBER 31,
------------------------------- PERIOD ENDED PERIOD ENDED
1995 1996 1997 JUNE 30, 1997 JUNE 30, 1998
--------- --------- --------- --------------- ---------------

Net sales.................................................. 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of goods sold......................................... 69.4 65.5 65.0 63.8 66.2
--------- --------- --------- ----- -----
Gross profit............................................... 30.6 34.5 35.0 36.2 33.8
Selling, delivery, general and administrative expenses..... 21.6 22.3 23.8 24.4 22.9
Special charges............................................ 5.3 1.9 -- -- --
Stock option compensation expense.......................... 0.2 1.9 0.1 0.2 0.4
--------- --------- --------- ----- -----
Income from operations................................... 3.5 8.4 11.1 11.6 10.5
Interest expense........................................... (2.0) (3.1) (6.2) (6.6) (5.9)
Other income (expense), net................................ 1.1 (0.1) 0.6 1.2 (0.2)
--------- --------- --------- ----- -----
Income before income taxes and extraordinary charge........ 2.6 5.2 5.5 6.2 4.4
Provision for income taxes................................. 1.1 1.7 2.2 2.2 1.6
--------- --------- --------- ----- -----
Income before extraordinary charge......................... 1.5 3.5 3.3 4.0 2.8
Extraordinary charge, net of income tax benefit............ -- 0.8 -- -- --
--------- --------- --------- ----- -----
Net income................................................. 1.5% 2.7% 3.3% 4.0% 2.8%
--------- --------- --------- ----- -----
--------- --------- --------- ----- -----

PERIOD ENDED JUNE 30, 1998 COMPARED TO PERIOD ENDED JUNE 30, 1997

NET SALES. Net sales increased by $21,205 from $85,277 during the first six
months of 1997 to $106,482 during the first six months of 1998. The increase was
primarily due to sales from Atrium Door and Window Company--West Coast
("ADW-West Coast") and Atrium Door and Window Company of Arizona
("ADW-Arizona"), acquired in July, 1997 and March, 1998, respectively.
Additionally, the Issuer (i) experienced growth at the Atrium Wood division,
("Atrium Wood"), which was selected to be the supplier in a national patio door
sales program beginning the third quarter of 1997, (ii) the addition of a
significant customer at Atrium's Extruders division ("Extruders"), and (iii)
continued growth at the Kel-Star Building Products division ("Kel-Star").

COST OF GOODS SOLD. Cost of goods sold increased from 63.8% of net sales
during the first six months of 1997 to 66.2% during the first six months of
1998. The increase was due largely to increases in direct labor and raw material
costs which were partially offset by improvements in material costs at the
Atrium Wood division, due to the product reengineering which occurred during
1997, as well as the absorption of certain fixed overhead costs over a larger
revenue base.

SELLING, DELIVERY, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, delivery,
general and administrative expenses increased $3,522 from $20,815 (24.4% of net
sales) during the first six months of 1997 to $24,377 (22.9% of net sales)
during the first six months of 1998. The increase was primarily due to the
inclusion of selling, delivery, general and administrative expenses of
ADW-Arizona and ADW-West Coast for three and six months, respectively, as well
as an increase in amortization expense related to software implementation costs,
resulting from additional amounts capitalized during 1997. Additionally, selling
and delivery expenses increased due to the increase in net sales.

STOCK OPTION COMPENSATION EXPENSE. Stock option compensation expense
increased $244 from $203 during the first six months of 1997 to $447 during the
first six months of 1998. In addition to normal recurring stock option
compensation expense of $211, Atrium recorded a one-time charge of $236
associated with certain variable options.

INTEREST EXPENSE. Interest expense increased $647 from $5,594 during the
first six months of 1997 to $6,241 during the first six months of 1998. The
increase was due to an increase in average outstanding debt related to the
$17,500 senior term loan issued in connection with the Masterview Acquisition,
on March 27, 1998.

OTHER INCOME (EXPENSE). Other income (expense) decreased $1,260 from other
income of $1,037 during the first six months of 1997 to other expense of $223
during the first six months of 1998. The 1997 period includes an insurance
settlement of $1,193 from the business interruption portion of the Issuer's
insurance claim filed as a result of the January 1997 fire at the Extruders
facility.

YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996

NET SALES. Net sales increased by $30,495 from $156,269 in 1996 to $186,764
in 1997. The increase was primarily due to the increase in sales of $19,708 at
the ADW-Northeast, Kel-Star and Woodville Extruders ("Woodville Extruders")
divisions, all of which were acquired during the second half of 1996, and
ADW-West Coast, acquired from Gentek, effective July 1, 1997. Additionally,
Atrium experienced slight growth at its distribution centers and within its core
manufacturing divisions, including significant growth at the Atrium Wood
division, which was awarded a national patio door sales contract during the
second quarter of 1997.

COST OF GOODS SOLD. Cost of goods sold decreased from 65.5% of net sales
during 1996 to 65.0% of net sales during 1997. The decrease was due largely to
on-going cost reductions at Atrium Wood, which were offset by start-up
inefficiencies at Kel-Star.

SELLING, DELIVERY, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, delivery,
general and administrative expenses increased $9,671 from $34,815 (22.3% of
sales during 1996) to $44,486 (23.8% of sales during 1997). The increase was
largely due to the inclusion of twelve months of selling, delivery, general and
administrative expenses at the ADW-Northeast, Kel-Star, Woodville Extruders and
ADW-West Coast divisions, as well as amortization expense related to software
implementation costs. Additionally, delivery expenses were negatively affected
during 1997 as a result of a fire at the Extruders division in January.

SPECIAL CHARGES. Special charges during 1996 consisted of $3,044 in
management bonuses which were the result of the Hicks Muse Transaction. There
were no special charges in 1997.

STOCK OPTION COMPENSATION EXPENSE. Stock option compensation expense
decreased $2,716 from $3,023 during 1996 to $307 during 1997. In 1997, stock
option compensation expense related to amortization of deferred compensation
charges related to previously issued options and the cash redemption of certain
options issued to a former executive of the Issuer. In 1996, stock option
compensation expense consisted of charges associated with the granting of new
stock options at exercise prices below the fair value of the underlying common
stock and the expense associated with the cash redemption of certain options,
both resulting from the Hicks Muse Transaction, and amortization of deferred
compensation charges related to previously issued options. Included in stock
option compensation expense during 1996 is $1,320 representing the difference
between the fair market value of common stock of Atrium Corp. and the exercise
price associated with a warrant granted to an executive of Atrium in connection
with the Hicks Muse Transaction.

INTEREST EXPENSE. Interest expense increased $6,736 from $4,786 during 1996
to $11,522 during 1997. The increase was due largely to an increase in average
outstanding debt which resulted from the issuance of the Notes, which were
issued in connection with the Hicks Muse Transaction, as well as borrowing under
the BT Credit Facility. Interest expense during 1997 includes amortization of
the related deferred financing costs.

OTHER INCOME (EXPENSE), NET. Other income (expense), net increased $1,270
from other expense of $182 in 1996 to other income of $1,088 in 1997. Other
income in 1997 includes an insurance settlement of $1,193. This settlement with
Atrium's insurance carrier resulted from the business interruption portion of
Atrium's insurance claim filed as a result of a fire at the Extruders division
in January 1997.

EXTRAORDINARY CHARGE. Extraordinary charge of $1,176 during 1996 represents
the write-off of certain deferred financing charges incurred in connection with
the Heritage Transaction, as all then outstanding debt was retired with a
portion of the proceeds from the issuance of Notes. This amount is net of income
tax benefit of $720.

YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995

NET SALES. Net sales increased by $20,791 from $135,478 during 1995 to
$156,269 during 1996. The increase in sales primarily resulted from combined
sales of $5,519 at ADW-Northeast, acquired September 30, 1996, and Kel-Star and
Woodville Extruders, which resulted from a June 13, 1996 asset purchase, an
increase of $10,719 at the Atrium Aluminum division and an increase of $4,097 at
Atrium Vinyl division, which was a start-up operation in 1995.

COST OF GOODS SOLD. Cost of goods sold decreased from 69.4% of sales during
1995 to 65.5% of sales during 1996. This improvement was due largely to the
reduction from 1995 to 1996 in charges associated with inventory and other
product reserves at Atrium Wood of approximately $1,684. The remainder was due
to a decrease in raw material prices, the replacement of a significant low
margin customer of H-R Windows with customers at higher margins, sales price
increases at the Atrium Aluminum division, and three months of operations at
ADW-Northeast, which has a significantly lower cost of goods sold percentage
than the core company divisions.

SELLING, DELIVERY, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, delivery,
general and administrative expenses increased $5,512 from $29,303 (21.6% of
sales during 1995) to $34,815 (22.3% of sales during 1996). The increase was
largely due to the addition of selling, delivery, general and administrative
expenses at the ADW-Northeast, Kel-Star and Woodville Extruders and ADW-West
Coast divisions. Additionally, general and administrative expenses increased due
to the amortization of certain non-compete agreements and the combined
consulting fees at three of Atrium's divisions.

SPECIAL CHARGES. Special charges decreased $4,144 from $7,188 during 1995
to $3,044 during 1996. Special charges during 1996 consisted of $3,044 in
management bonuses, which were the result of the Hicks Muse Transaction. Special
charges during 1995 included officer and management bonuses of $6,380 in
connection with the Heritage Transaction, consulting fees of $408 and a
restructuring charge of $400.

STOCK OPTION COMPENSATION EXPENSE. Stock option compensation expense
increased $2,715 from $308 during 1995 to $3,023 during 1996. Stock option
compensation expense consisted of charges associated with the granting of new
stock options at exercise prices below the fair value of the underlying common
stock and the expense associated with the cash redemption of certain options,
both resulting from the Hicks Muse Transaction, and amortization of deferred
compensation charges related to previously issued options. Included in stock
option compensation expense is $1,320 representing the difference between the
fair market value of common stock of Atrium Corp. and the exercise price
associated with a warrant granted to an executive of Atrium in connection with
the Hicks Muse Transaction.

INTEREST EXPENSE. Interest expense increased $2,033 from $2,753 during 1995
to $4,786 during the year ended 1996. The increase was primarily due to the debt
incurred in connection with the Heritage Transaction, which was outstanding for
five months of 1995, as compared to eleven months of 1996. The remainder of the
increase was due to interest related to the Notes, offered in connection with
the Hicks Muse Transaction, which occurred on November 27, 1996 and the
amortization of deferred financing charges for a full year in 1996.

OTHER INCOME (EXPENSE), NET. Other income (expense), net decreased $1,624
from other income of $1,442 during 1995 to other expense of $182 for 1996. In
1995, Atrium had rental income prior to the distribution of certain rental
property in the Heritage Transaction and a gain on sale of assets associated
with the sale of Atrium's truck fleet in 1995.

EXTRAORDINARY CHARGE. Extraordinary charge of $1,176 for 1996 represents
the write-off of certain deferred financing charges incurred in connection with
the Heritage Transaction, as all outstanding debt was retired with a portion of
the proceeds from the issuance of Notes. This amount is net of income tax
benefit of $720.

LIQUIDITY AND CAPITAL RESOURCES

Cash generated from operations and cash provided by financing activities are
Atrium's principal resources of liquidity. Cash provided by operations was
$2,751 for the first six months of 1998 as compared to cash used in operations
of $909 for the same period in 1997. The increase in cash provided by operations
in the 1998 period was primarily due to a significant build-up in inventories at
Atrium Wood, which occurred during the second quarter of 1997. This increase was
due to the selection of Atrium Wood to be the supplier of a national patio door
sales program, which began during the third quarter of 1997. Cash used in
investing activities increased from $2,521 during the first six months of 1997
to $28,683 during the first six months of 1998, while cash provided by financing
activities increased from $2,921 to $25,932 during the same period. The increase
in cash used in investing activities and cash provided by financing activities
was primarily due to the Masterview Acquisition, which totaled approximately
$26,800 and was financed with a $17,500 term loan and borrowings under the BT
Credit Facility of approximately $9,300.

During 1997, cash was primarily used for the acquisition of the ADW-West
Coast and capital expenditures. Operating activities provided cash of $9,103 in
1997, compared with $8,767 in 1996. The

increase in cash from operations was attributable primarily to an increase in
net income of $1,924. Cash flows from financing activities decreased from cash
provided of $6,497 in 1996 to cash provided of $1,694 in 1997, primarily due to
the Hicks Muse Transaction in 1996, in which $100,000 of Notes were used to pay
off Atrium's previously outstanding debt and fund certain shareholder
distributions made by Atrium Corp.

During 1996, cash was primarily used for the acquisition of the Bishop
Manufacturing Companies, capital expenditures, debt repayments and to fund
distributions to Atrium Corp. in connection with the Hicks Muse Transaction.
Operating activities provided cash of $8,767 in 1996, compared with $6,907 in
1995. The increase in cash from operations was attributable primarily to an
increase in net income of $2,354 net of an extraordinary charge associated with
the write-off of certain deferred financing charges of $1,176. The increase in
net income was partially offset by an increase in working capital of $3,200
associated with an increase in accounts receivable and decrease in inventory
(excluding Bishop). Cash flows from financing activities increased from cash
used of $4,799 to cash provided of $6,497 primarily due to the issuance of
$100,000 of the Notes, which were used to pay off Atrium's previously
outstanding debt and fund certain shareholder distributions made by Atrium Corp.
Additionally, the Company borrowed approximately $10,900 to fund the acquisition
of Bishop.

Capital expenditures (exclusive of the ADW-West Coast acquisition in 1997
and the ADW-Northeast acquisition in 1996) totaled $877, $1,259, $3,438, $3,380
and $2,357 for the six month periods ended June 30, 1998 and 1997 and for the
years ended December 31, 1997, 1996 and 1995, respectively. Capital expenditures
during the 1998 and 1997 periods included significant amounts to increase the
capacity of and further automate the extrusion and window manufacturing plants
and to purchase management information system hardware. Capital expenditures
exclude costs related to the implementation of Atrium's new management
information system, which include internally capitalized costs. Capital
expenditures in 1996 included $1,150 for the acquisition of certain assets of
Keller (Kel-Star and Woodville Extruders).

Atrium had a $20,000 revolving credit facility with Bankers Trust Company
(the "BT Credit Facility") prior to the consummation of the Transactions.
Borrowings under the revolving credit facility were $7,858 at June 30, 1998,
excluding outstanding letters of credit totaling $1,309. Letters of credit
secured workers compensation benefit payments and certain other obligations.
Because of the seasonal nature of the business, Atrium's borrowing requirements
are traditionally highest during the second quarter. At June 30, 1998 Atrium had
additional borrowing capacity of approximately $10,833.

WIH

OVERVIEW

WIH's results are generally affected by the level of activity in residential
repair and remodeling in WIH's primary markets (the northeastern and mid-western
United States) and throughout the United States. This activity is influenced by
regional and national economic trends, such as availability of consumer credit,
interest rates, job formation, age of housing stock, migration into and within
the United States and consumer confidence. Accordingly, results of operations
for the six months ended June 30, 1998 are not necessarily indicative of results
expected for the full year.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, information
derived from the WIH's consolidated statements of income expressed as a
percentage of net sales.

PERIOD ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------------- --------------------
1995 1996 1997 1997 1998
--------- --------- --------- --------- ---------

Net sales................................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of goods sold.......................................... 77.4 75.2 79.0 78.3 78.2
--------- --------- --------- --------- ---------
Gross profit................................................ 22.6 24.8 21.0 21.7 21.8
Selling, delivery, general and administrative expenses...... 20.3 20.6 16.6 17.1 17.0
--------- --------- --------- --------- ---------
Income from operations.................................... 2.2 4.2 4.4 4.6 4.8
Interest expense............................................ (1.5) (1.2) (3.0) (3.0) (2.9)
--------- --------- --------- --------- ---------
Income before income taxes.................................. 0.7 3.1 1.4 1.6 1.9
Provision for income taxes.................................. 0.3 1.2 0.7 0.7 0.9
--------- --------- --------- --------- ---------
Net income.................................................. 0.4% 1.9% 0.7% 0.9% 1.0%
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------

PERIOD ENDED JUNE 30, 1998 COMPARED TO PERIOD ENDED JUNE 30, 1997

NET SALES. Net sales increased by $24,510 from $47,338 in the first six
months of 1997 to $71,848 in the first six months of 1998. The increase was due
in part to the increase in sales to the large home center retail chains. The two
largest home center retailers, which are WIH's top two customers, are growing in
excess of 25% per year. Also, $14,337 of the increase is attributable to the
Super Millwork Acquisition in November 1997.

COST OF GOODS SOLD. Cost of goods sold was consistent as a percentage of
net sales at 78.3% and 78.2% for the six month periods ended June 30, 1998 and
1997 respectively. Although lumber prices decreased during the six months ended
June 30, 1998 compared to the six months ended June 30, 1997, manufacturing
overhead expense increased due to operational start-up costs related to the
Mount Pleasant, Texas facility, a solid wood engineered door component part
manufacturing facility. As a result, cost of goods sold remained consistent
between the two periods.

SELLING, DELIVERY, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, delivery,
general and administrative expenses increased $4,069 from $8,111 (17.1% of sales
for the six months ended June 30, 1997) to $12,180 (17.0% of sales for the six
months ended June 30, 1998). An increase in goodwill, amortization and
management fees relating to the Super Millwork Acquisition in November, 1997 was
offset by decreases in freight costs per unit as additional
prehanging/distribution facilities are opened. As a result, selling, delivery,
general and administrative expenses remained consistent between the two periods.

INTEREST EXPENSE. Interest expense increased $689 from $1,416 for the six
months ended June 30, 1997 to $2,105 for the six months ended June 30, 1998. The
increase was due largely to an increase in average outstanding debt which
resulted from the incurrence of additional debt related to the Super Millwork
Acquisition in November 1997 as well as borrowings under WIH's $14,500 revolving
credit facility (the

"WIH Credit Facility"). Interest expense for both periods includes amortization
of the related deferred financing costs.

YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996

NET SALES. Net sales increased by $22,979 from $76,080 in 1996 to $99,059
in 1997. The increase was primarily due to the increase in sales to the large
home center retail chains, WIH's two largest customers, which have experienced
sales growth in excess of 25%. Additionally, the increase included $4,140 from
the Super Millwork Acquisition in November 1997.

COST OF GOODS SOLD. Cost of goods sold increased from 75.2% of net sales
during 1996 to 79.0% of net sales during 1997. The increase is largely the
result of significant start-up costs incurred at the Cleveland prehanging
facility, the Allentown, Pennsylvania prehanging and hollow core manufacturing
facility and transition costs associated with moving a portion of the sales
volume attributable to the Super Millwork Acquistion to the Allentown facility.

SELLING, DELIVERY, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, delivery,
general and administrative expenses increased $807 from $15,638 (20.6% of sales
during 1996) to $16,445 (16.6% of sales during 1997). The decrease as a
percentage of sales is primarily attributable to lower freight costs per unit as
additional prehanging/distribution facilities are opened. Additionally, retail
store display expenses were reduced as a result of the implementation of a lower
cost display program.

INTEREST EXPENSE. Interest expense increased $2,070 from $883 during 1996
to $2,953 during 1997. The increase was due largely to an increase in average
outstanding debt which resulted from the incurrence of additional debt related
to the Wing Acquisition in October 1996 and the Super Millwork Acquisition in
November 1997, as well as borrowings under the WIH Credit Facility. Interest
expense during 1996 and 1997 includes amortization of related deferred financing
costs.

YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995

NET SALES. Net sales increased by $7,599 from $68,481 during 1995 to
$76,080 during 1996. The increase in sales primarily resulted from an increase
of $5,400 related to start-up of prehanging operations in the Greenville and
Chicago facilities in 1995.

COST OF GOODS SOLD. Cost of goods sold decreased from 77.4% of sales during
1995 to 75.2% of sales during 1996. This improvement was due largely to the
unusually high lumber prices experienced during 1995 and start-up costs in 1995
related to the Greenville and Chicago hollow core door operations.

SELLING, DELIVERY, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, delivery,
general and administrative expenses increased $1,707 from $13,931 (20.3% of
sales during 1995) to $15,638 (20.6% of sales during 1996). The increase as a
percentage of sales is attributable to one-time bonuses paid to management of
$1,456 and the dissolution cost of $366 related to a pension plan. These
increases were partially offset by savings related to the transition to less
highly compensated field service personnel. Additionally, certain general and
administrative expenses were reduced or eliminated as part of the consolidation
of the Dallas corporate headquarters with the Greenville, Texas, manufacturing
operations.

INTEREST EXPENSE. Interest expense decreased $156 from $1,039 during 1995
to $883 during the year ended 1996. The decrease was primarily due to the
payment of debt related to positive cash flow generated from business operations
in 1996.

DOOR

OVERVIEW

Darby, wholly-owned subsidiaries of Door, provide interior and exterior
doors, vanity mirrors, door knobs and locks, shelving, molding, and related
installation to contractors of apartment buildings and hotels. These entities
perform work in approximately 28 states, mainly in the South, Mid-Atlantic and
Northeast. Door's results are generally impacted by the level of activity in
residential new construction and remodel/replacement in Door's principal
markets. This activity is influenced by regional and national economic trends,
such as availability of consumer credit, interest rates, job formation,
migration into and within the United States and consumer confidence.
Accordingly, results of operations for the six months ended June 30, 1998 are
not necessarily indicative of results expected for a full year.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, information
derived from Door's combined statements of income expressed as a percentage of
net sales.

YEAR ENDED PERIOD ENDED
DECEMBER 31, JUNE 30,
-------------------- --------------------
1996 1997 1997 1998
--------- --------- --------- ---------

Net sales....................................................................... 100.0% 100.0% 100.0% 100.0%
Cost of goods sold.............................................................. 60.6 60.3 60.5 61.2
--------- --------- --------- ---------
Gross profit.................................................................... 39.4 39.7 39.5 38.8
Selling, delivery, general and administrative expenses.......................... 25.8 27.8 24.8 19.6
--------- --------- --------- ---------
Income from operations........................................................ 13.6 11.9 14.7 19.2
Interest income................................................................. 0.3 0.4 -- --
Interest expense................................................................ (0.5) (0.4) (0.2) (7.5)
Other income (expense), net..................................................... 0.1 0.2 (0.1) --
Provision for income taxes...................................................... -- -- -- 5.6
--------- --------- --------- ---------
Net income...................................................................... 13.5% 12.1% 14.4% 6.1%
--------- --------- --------- ---------
--------- --------- --------- ---------

PERIOD ENDED JUNE 30, 1998 COMPARED TO PERIOD ENDED JUNE 30, 1997

NET SALES. Door's net sales increased 17.3% from $8,894 in 1997 to $10,432
in 1998 due primarily to the increased volume of material sales. Sales of
materials increased 21.8% from $7,530 in 1997 to $9,175 in 1998. Contract
installation sales decreased from $1,364 in 1997 to $1,257 in 1998, a decrease
of 7.8%.

COST OF GOODS SOLD. Cost of goods sold increased 18.7% from $5,380 in 1997
to $6,386 in 1998 due primarily to the increase in sales discussed above. As a
percentage of sales, cost of goods sold increased slightly from 60.5% to 61.2%.
As a percentage of material sales, cost of goods sold of materials remained
flat. Installation cost of sales decreased 4.9% from $793 in 1997 to $754 in
1998. As a percentage of installation sales, cost of installation sales
increased from 58.2% in 1997 to 60.0% in 1998.

SELLING, DELIVERY, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, delivery,
general and administrative expenses decreased 7.2% from $2,202 in 1997 to $2,043
in 1998. As a percentage of sales, selling, delivery, general and administrative
expenses decreased from 24.8% in 1997 to 19.6% in 1998. The decrease relates to
the elimination of the former stockholder's salary and bonus in 1998 due to the
Darby Acquistion.

INTEREST EXPENSE. Interest expense increased in excess of 100% from $20 in
1997 to $789 in 1998. This increase is primarily attributable to significantly
higher average debt balances relating to the Darby Acquisition.

PROVISION FOR INCOME TAXES. Effective January 8, 1998, in connection with
the Darby Acquisition, the stockholders of Door elected to be taxed as a C
corporation and, accordingly, revoked the S corporation status. As a result,
Door recorded a deferred tax asset and recognized income tax expense at the
effective date of the change.

NET INCOME. As a result of the above factors, net income decreased 50.7%
from $1,283 in 1997 to $633 in 1998. As a percentage of sales, net income
decreased from 14.4% in 1997 to 6.1% in 1998.

YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996

NET SALES. Door's net sales increased 7.5% from $15,777 in 1996 to $16,956
in 1997 due primarily to the increased volume of material sales and increased
sales from contract installations. Sales of materials increased 5.2% from
$13,444 in 1996 to $14,140 in 1997. Contract installation sales increased $483
from $2,333 in 1996 to $2,816 in 1997, and increase of 21%.

COST OF GOODS SOLD. Cost of goods sold increased 7.0% from $9,561 in 1996
to $10,227 in 1997, due primarily to the increase in sales discussed above. As a
percentage of sales, cost of goods sold decreased slightly from 60.6% to 60.3%.
Cost of goods sold of materials increased 5.9% from $8,086 in 1996 to $8,567 in
1997. As a percentage of material sales, cost of goods sold of materials
increased slightly from 60.1% to 60.6%. Installation cost of sales increased
12.5% from $1,475 in 1996 to $1,660 in 1997. As a percentage of installation
sales, cost of installation sales decreased from 63.2% in 1996 to 59.0% in 1997.

SELLING, DELIVERY, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, delivery,
general and administrative expenses increased 15.6% from $4,071 in 1996 to
$4,707 in 1997. As a percentage of sales, selling, delivery, general and
administrative expenses increased from 25.8% in 1996 to 27.8% in 1997. These
increases related to primarily higher employee bonuses, professional fees and
bad debt expense. The majority of the additional professional fees were incurred
to assist in marketing Darby for sale.

INTEREST EXPENSE. Interest income increased 5.2% from $58 in 1996 to $61 in
1997. Interest expense decreased 21.8% from $78 in 1996 to $61 in 1997. This
decrease in interest expense was the result of Darby paying off their long-term
debt during 1997.

NET INCOME. As a result of the above factors, net income decreased 4.0%
from $2,134 in 1996 to $2,051 in 1997. As a percentage of sales, net income
decreased from 13.5% in 1996 to 12.1% in 1997.

THE COMBINED COMPANY

YEAR 2000

Many existing computer programs use only two digits to identify a year in
the date filed. These programs were designed and developed without considering
the impact of the upcoming century change in the Year 2000. Moreover, these
programs often are highly dependent upon financial and other data that, based on
the program's inability to distinguish between the Year 2000 and other
century-end dates, could be misreported or misinterpreted and cause significant
resulting errors. If not corrected, many computer applications could fail when
processing data related to the Year 2000.

The analysis of the Year 2000 implications includes (i) the Combined
Company's information technology such as software and hardware, (ii) the
Combined Company's non-information systems or embedded technology such as
microcontrollers contained in various equipment safety systems, facilities and
utilities and (iii) the readiness of key third-party suppliers (collectively,
the "Year 2000 Issue").

The Combined Company is assessing the impact of the Year 2000 Issue and has
or intends to modify portions of its hardware and software so that its computer
systems will function properly with respect to date in the Year 2000 and
thereafter. The Combined Company has reviewed and continues to review each
operating unit for the appropriate information system enhancements, with respect
to both the Year 2000

Issue as well as strategic system upgrade. For acquired businesses, this
assessment begins during the acquisition process as part of the Combined
Company's due diligence analysis.

To achieve its overall operating strategy, management intends to enhance its
information technology by installing new software to implement a fully
integrated manufacturing system (a "Software System") for its operating units.
The Software Systems that the Combined Company intends to install are intended
to be Year 2000 compliant. Each operating unit was prioritized for installation
of the system based on any Year 2000 Issues, with approximately 70% of the
operating units being completed as of June 30, 1998. After determining which
operating units would be prioritized, the operating units were separated into
multiple installation phases, with each phase having its own implementation
timeline. Management believes that the final phase of implementation and
installation of the Software Systems will be completed by the second quarter of
1999.

The total amount of costs to be incurred by the Combined Company to address
these system enhancements is estimated at $750. The Combined Company has
expensed approximately $500 through June 30, 1998.

FINANCIAL ACCOUNTING STANDARDS

The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards ("SFAS") No. 130 "Reporting Comprehensive Income" which is
effective for financial statement periods, beginning after December 15, 1997.
This statement will have no effect on the Combined Company's financial position,
results of operations or cash flows.

LIQUIDITY

Pursuant to the Credit Facility, the Combined Company has two term loan
facilities in the amounts of $75,000 and $100,000 and a revolving credit
facility and letter of credit-sub facility in the amounts of $30,000 and $5,000,
respectively. Borrowings under the Credit Facility were $100,000 at October 2,
1998, excluding the proceeds from the term loan placed in Escrow of $75,000 and
outstanding letters of credit totalling $2,600. At October 2, 1998, the Combined
Company had additional borrowing capacity of $27,400.

The Combined Company believes that the combination of cash generated from
operations and borrowings available under the revolving credit facility will
provide sufficient funds for its capital requirements for the time period.

THE CHANGE OF CONTROL OFFER

TERMS OF THE CHANGE OF CONTROL OFFER

The Issuer hereby makes the Change of Control Offer pursuant to Section 4.8
of the Indenture and offers, upon the terms and subject to the conditions set
forth herein and in the accompanying Letter of Transmittal, to purchase for cash
all of the outstanding Notes for the Change of Control Price. The Change of
Control Price for each $1,000 principal amount of Notes tendered pursuant to the
Change of Control Offer is 101% of the aggregate principal amount ($1,010 per
$1,000 principal amount) of Notes, plus accrued and unpaid interest, if any, to
the Change of Control Acceptance Date.

The Change of Control Offer will expire at 5:00 p.m., New York City time, on
the Change of Control Expiration Date, which date is not subject to extension.
Notes tendered in the Change of Control Offer may be withdrawn at any time prior
to 5:00 p.m., New York City time, on the Change of Control Expiration Date in
accordance with the procedures described under "--Withdrawal Rights."

Upon the terms of the Change of Control Offer, the Issuer will purchase by
accepting for payment, and will pay for, all Notes properly tendered prior to
5:00 p.m., New York City time, on the Change of Control Expiration Date. Any
Notes not tendered and purchased in the Change of Control Offer will continue to
accrue interest in accordance with the Indenture. Unless the Company defaults in
the payment of the Change of Control Price, all Notes accepted for payment
pursuant to the Change of Control Offer shall cease to accrue interest after the
Change of Control Acceptance Date. If less than all the principal amount of any
Note is validly tendered and accepted pursuant to the Change of Control Offer,
the Company shall issue and the Trustee shall authenticate and deliver to or on
the order of the Registered Holder thereof, at the expense of the Company, a new
Note of authorized denominations, in a principal amount equal to the portion of
the Note not tendered or not accepted, as the case may be, as promptly as
practicable after the Change of Control Expiration Date. If a Registered Holder
tender is less than all of the Notes held by such Registered Holder, such
Registered Holder shall tender Notes only in $1,000 denominations.

REGISTERED HOLDERS OF NOTES MAY CHOOSE TO PARTICIPATE IN THE CHANGE OF
CONTROL OFFER BY COMPLETING AND SIGNING THE LETTER OF TRANSMITTAL. REGISTERED
HOLDERS WHO HOLD PHYSICAL CERTIFICATES WILL ALSO BE REQUIRED TO SURRENDER THEIR
NOTES, WITH THE FORM ENTITLED "OPTION OF HOLDER TO ELECT PURCHASE" ON THE
REVERSE SIDE OF THE NOTE COMPLETED, TO THE DEPOSITARY PRIOR TO 5:00 P.M., NEW
YORK CITY TIME, ON THE CHANGE OF CONTROL EXPIRATION DATE. PURSUANT TO THE
INDENTURE, THE CHANGE OF CONTROL EXPIRATION DATE IS A FIXED DATE WHICH IS NOT
SUBJECT TO EXTENSION.

If fewer than all of the Notes have been tendered and purchased in the
Offer, the Issuer may, or may cause any affiliate to, purchase additional Notes
in the open market, in privately negotiated transactions, through subsequent
tender offers or otherwise or may seek to cause the Notes to be retired or
defeased. Any future purchases may be on the same terms or on terms that are
more or less favorable to holders than the terms of the Change of Control Offer.
Any future purchases by the Issuer or such affiliate will depend on various
factors at that time.

ACCEPTANCE FOR PAYMENT

Upon the terms of the Change of Control Offer, the Issuer will purchase by
accepting for payment, and will pay for, all Notes properly tendered pursuant to
the Change of Control Offer prior to 5:00 p.m., New York City time, on the
Change of Control Expiration Date. In all cases, payments will be made for Notes
validly tendered pursuant to the Change of Control Offer, only after timely
receipt by the Depositary of (a) either (i) certificates for all physically
delivered Notes in proper form for transfer or (ii) a timely confirmation (a
"Book-Entry Confirmation") of a book-entry transfer of such Notes into the
Depositary's account at a Book-Entry Transfer Facility (as defined herein)
pursuant to the procedures described under "--Procedures for Tendering
Notes--Book-Entry Transfer," including delivery of any

required documents, (b) a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof), together with any required signature
guarantees or, in the case of a book-entry transfer, an Agent's Message (as
defined below) and (c) any other documents required by the Letter of Transmittal
or, in the case of a book-entry transfer, any other documents required by the
Book-Entry Transfer Facility.

The term "Agent's Message" means a message transmitted by a Book-Entry
Facility to, and received by, the Depositary and forming a part of a Book-Entry
Confirmation, which states that such Book-Entry Transfer Facility has received
an express acknowledgment from the participant in such Book-Entry Transfer
Facility tendering the Notes that such participant has received and agrees to be
bound by the terms of the Letter of Transmittal and that the Issuer may enforce
such agreement against the participant.

The Issuer shall be deemed to have accepted for payment (and thereby to have
purchased) tendered Notes as, if and when the Issuer gives oral or written
notice to the Depositary of the Issuer's acceptance of such Notes for payment
pursuant to the Change of Control Offer. Subject to the terms and conditions of
the Change of Control Offer, payment for Notes so accepted will be made by
deposit of the Change of Control Price therefor with the Depositary on the
Change of Control Acceptance Date which will promptly follow the Change of
Control Expiration Date. The Depositary will act as agent for tendering
Registered Holders for the purpose of receiving payment from the Issuer and then
transmitting payment to such Registered Holders. The Issuer will pay as part of
the Change of Control Price accrued and unpaid interest, if any, on the
principal amount of Notes tendered and accepted for payment until the Change of
Control Acceptance Date, and interest will cease to accrue on the Change of
Control Acceptance Date on the Notes purchased in the Change of Control Offer.
Under no circumstances will any interest be payable because of any delay in the
transmission of funds to the holder of purchased Notes.

If less than all the principal amount of any Note is validly tendered and
accepted pursuant to the Change of Control Offer, the Issuer shall issue and the
Trustee shall authenticate and deliver to or on the order of the Registered
Holder thereof, at the expense of the Issuer, a new Note of authorized
denominations, in a principal amount equal to the portion of the Note not
tendered or not accepted, as the case may be, as promptly as practicable after
the Change of Control Expiration Date.

PROCEDURES FOR TENDERING NOTES

VALID TENDER. Except as set forth below, for a Registered Holder to validly
tender Notes pursuant to the Change of Control Offer, a properly completed and
duly executed Letter of Transmittal (or a facsimile thereof), together with any
signature guarantees or, in the case of a book-entry transfer, an Agent's
Message, and any other documents required by the Instructions to such Letter of
Transmittal, must be received by the Depositary at one of the addresses set
forth on the back cover of this Offer to Purchase prior to 5:00 p.m., New York
City time, on the Change of Control Expiration Date (in order to receive the
Change of Control Price) and either (i) certificates representing such Notes in
proper form for transfer must be received by the Depositary at such address or
(ii) such Notes must be transferred pursuant to the procedures for book-entry
transfer described under "--Book-Entry Transfer" below and a Book-Entry
Confirmation must be received by the Depositary, in each case, prior to 5:00
p.m., New York City time, on the Change of Control Expiration Date. A Registered
Holder who desires to tender Notes in the Change of Control Offer but cannot
comply with the procedures set forth herein for tender on a timely basis or
whose Notes are not immediately available must comply with the procedures for
guaranteed delivery described under "--Guaranteed Delivery Procedures" below.

In all cases, notwithstanding any other provision hereof, the payment for
Notes tendered and accepted for payment pursuant to the Change of Control Offer
will be made only after timely receipt by the Depositary of (i) certificates
representing such Notes in proper form for transfer or a Book-Entry Confirmation
with respect to such Notes, (ii) the Letter of Transmittal properly completed
and duly executed (or a facsimile thereof), together with any required signature
guarantees and, in the case of a book-entry transfer, an Agent's Message, and
(iii) other documents required by the Letter of Transmittal.

ONLY REGISTERED HOLDERS ARE ENTITLED TO TENDER THEIR NOTES PURSUANT TO THE
CHANGE OF CONTROL OFFER. A PERSON WHO IS A BENEFICIAL OWNER OF NOTES BUT IS NOT
A REGISTERED HOLDER AND WHO SEEKS TO TENDER HIS/HER NOTES IN THE CHANGE OF
CONTROL OFFER MUST (I) CONTACT THE REGISTERED HOLDER OF SUCH NOTES AND INSTRUCT
SUCH REGISTERED HOLDER TO TENDER ON SUCH PERSON'S BEHALF, (II) OBTAIN AND
INCLUDE WITH THE LETTER OF TRANSMITTAL, NOTES PROPERLY ENDORSED FOR TRANSFER BY
THE REGISTERED HOLDER OR ACCOMPANIED BY A PROPERLY COMPLETED BOND POWER IN A
FORM SATISFACTORY TO THE ISSUER FROM THE REGISTERED HOLDER, WITH SIGNATURES ON
THE ENDORSEMENT OR BOND POWER GUARANTEED BY AN ELIGIBLE INSTITUTION (AS DEFINED
HEREIN) OR (III) EFFECT A RECORD TRANSFER OF SUCH NOTES FROM THE REGISTERED
HOLDER TO SUCH BENEFICIAL OWNER AND COMPLY WITH THE REQUIREMENTS APPLICABLE TO
REGISTERED HOLDERS FOR TENDERING NOTES.

BOOK-ENTRY TRANSFER. The Depositary will establish an account with respect
to the Notes at The Depository Trust Company (the "Book-Entry Transfer
Facility") for purposes of the Change of Control Offer within two business days
after the date of this Offer to Purchase, and any financial institution that is
a participant in the Book-Entry Transfer Facility's system and whose name
appears on a security position listed as the record owner of the Notes may make
book-entry delivery of Notes by causing the Book-Entry Transfer Facility to
transfer such Notes into the Depositary's account at the Book-Entry Transfer
Facility in accordance with the Book-Entry Transfer Facility's procedure for
such transfer. However, although a delivery of Notes may be effected through
book-entry transfer into the Depositary's account at the Book-Entry Transfer
Facility, the Letter of Transmittal (or a facsimile thereof) properly completed
and duly executed, along with any required signature guarantees or, in the case
of a book entry transfer, an Agent's Message, and any other documents, must in
any case be transmitted to and received by the Depositary at the address set
forth on the back cover of this Offer to Purchase prior to 5:00 p.m., New York
City time, on the Change of Control Expiration Date (in order to receive the
Change of Control Price), or the guaranteed delivery procedures described below
must be complied with. In addition, participants in the Book-Entry Transfer
Facility's system who wish to make book-entry delivery of the Notes in the
Change of Control Offer as described above, must execute a participant's letter
(which will be distributed to participants by the Book-Entry Facility)
instructing the Book-Entry Transfer Facility's nominee to complete and execute
any documentation required.

IN ORDER FOR A TENDERING REGISTERED HOLDER TO BE ASSURED OF PARTICIPATING IN
THE CHANGE OF CONTROL OFFER, SUCH REGISTERED HOLDER MUST PROPERLY TENDER NOTES
IN ACCORDANCE WITH THE PROCEDURES SET FORTH HEREIN AND IN THE LETTER OF
TRANSMITTAL PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE CHANGE OF CONTROL
EXPIRATION DATE IN ORDER TO RECEIVE THE CHANGE OF CONTROL PRICE.

GUARANTEED DELIVERY PROCEDURES. Registered Holders who wish to tender their
Notes pursuant to the Change of Control Offer and (i) whose Notes are not
immediately available, or (ii) who cannot deliver their Notes, the Letter of
Transmittal or any other required documents to the Depositary prior to the
Change of Control Expiration Date may effect such a tender and delivery if

(1) the tender is made by or through a firm or other entity identified
in Rule 17Ad-15 under the Exchange Act, including (as such terms are defined
therein): (i) a bank; (ii) a broker, dealer, municipal securities dealer,
municipal securities broker, government securities dealer or government
securities broker; (iii) a credit union; (iv) a national securities
exchange, registered securities association or clearing agency; or (v) a
savings institution that is a participant in a Notes Transfer Association
recognized program (an "Eligible Institution");

(2) the Depositary receives, prior to 5:00 p.m., New York City time, on
the Change of Control Expiration Date, from such Eligible Institution a
properly completed and duly executed Notice of Guaranteed Delivery (by
facsimile transmission, mail or hand delivery) substantially in the form
provided by the Issuer which (i) sets forth the name and address of the
Registered Holder of the

Notes, the certificate number or numbers of such Notes and the principal
amount of Notes tendered, (ii) states that the tender is being made thereby
and (iii) guarantees that, within three New York Stock Exchange trading days
after the date of execution of such Notice of Guaranteed Delivery, (A) the
Letter of Transmittal properly completed (or facsimile thereof) together
with (B) the certificate(s) representing the Notes or a Book-Entry
Confirmation of transfer of such Notes into the Depositary's account at the
Book-Entry Transfer Facility will be deposited by the Eligible Institution
with the Depositary and any other documents required by the Letter of
Transmittal; and

(3) such properly completed and executed Letter of Transmittal (or
facsimile thereof) and, in the case of a book-entry transfer, an Agent's
Message, as well as the certificates representing all tendered Notes in
proper form for transfer or confirmation of a book-entry transfer of such
Notes into the Depositary's account at a Book-Entry Transfer Facility and
all other documents required by the Letter of Transmittal are received by
the Depositary within three New York Stock Exchange trading days after the
date of execution of the Notice of Guaranteed Delivery.

THE LETTER OF TRANSMITTAL AND NOTES MUST BE SENT ONLY TO THE DEPOSITARY. DO
NOT SEND LETTERS OF TRANSMITTAL OR NOTES TO THE ISSUER.

TENDER CONSTITUTES AN AGREEMENT. The proper tender of Notes pursuant to any
of the procedures described above will constitute a binding agreement between
the tendering holder and the Issuer upon the terms and conditions of the Change
of Control Offer and a representation that (i) such holder owns the Notes being
tendered and is entitled to tender such Notes as contemplated by the Change of
Control Offer, within the meaning of Rule 14e-4 under the Exchange Act and (ii)
the tender of such Notes complies with Rule 14e-4.

Further, by executing a Letter of Transmittal (as set forth above and
subject to and effective upon acceptance for purchase and payment for the Notes
tendered therewith), a tendering holder irrevocably sells, assigns and transfers
to or upon the order of the Issuer or its assignee all right, title and interest
in and to all such Notes tendered thereby, waives any and all rights with
respect to the Notes (including, without limitation, the tendering holder's
waiver of any existing or past defaults and their consequences with respect to
the Notes, and releases and discharges any obligor or parent of any obligor of
the Notes from any and all claims such holder may have now, or may have in the
future, arising out of or related to the Notes, including, without limitation,
any claims that such holder is entitled to receive additional principal or
interest payments with respect to the Notes or to participate in any redemption
or defeasance of the Notes), and each such holder irrevocably selects and
appoints the Depositary the true and lawful agent and attorney-in-fact of such
holder (with full knowledge that the Depositary also acts as agent of the Issuer
and as the Trustee under the Indenture) with respect to such Notes, with full
power of substitution and resubstitution (such power of attorney being deemed to
be an irrevocable power coupled with an interest) to (a) deliver certificates
representing such Notes, or transfer ownership of such Notes on the account
books maintained by a Book-Entry Transfer Facility, together, in each case, with
all accompanying evidences of transfer and authenticity, to or upon the order of
the Issuer, (b) present such Notes for transfer on the relevant security
register and (c) receive all benefits or otherwise exercise all rights of
beneficial ownership of such Notes (except that the Depositary will have no
rights to or control over funds from the Issuer, except as agent for the Issuer
for the Change of Control Price), all in accordance with the terms of the Change
of Control Offer.

PROPER EXECUTION AND DELIVERY OF THE LETTER OF TRANSMITTAL. THE METHOD OF
DELIVERY OF NOTES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF
THE TENDERING REGISTERED HOLDERS AND DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL
WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED AND THE MAILING
SHOULD BE SUFFICIENTLY IN ADVANCE OF THE CHANGE OF CONTROL EXPIRATION DATE TO
ENSURE TIMELY DELIVERY. THE LETTER OF TRANSMITTAL MUST BE USED TO TENDER NOTES.

Except as otherwise provided below, all signatures on the Letter of
Transmittal or notice of withdrawal, as the case may be, must be guaranteed by
an Eligible Institution, provided, however, that signatures on the Letter of
Transmittal need not be guaranteed if (a) the Letter of Transmittal is signed by
the Registered Holder(s) of Notes tendered therewith and such Registered
Holder(s) have not completed the portion entitled "Special Payment Instructions"
or "Special Delivery Instructions" on the Letter of Transmittal or (b) such
Notes are tendered for the account of an Eligible Institution.

If the Letter of Transmittal is signed by the Registered Holder(s) of Notes
tendered thereby, the signature(s) must correspond with the name(s) as written
on the face of the Notes without alteration, enlargement or any change
whatsoever. If any of the Notes tendered thereby are held by two or more
Registered Holders, all such Registered Holders must sign the Letter of
Transmittal. If any of the Notes tendered thereby are registered in different
names on different Notes, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.

If Notes that are not tendered for purchase pursuant to the Change of
Control Offer are to be returned to a person other than the Registered Holder,
then certificates for such Notes must be endorsed or accompanied by an
appropriate instrument of transfer (the sufficiency of which will be determined
by the Issuer in its sole discretion), signed exactly as the name of the
Registered Holder appears on the certificates, with the signatures on the
certificates or instruments of transfer guaranteed by an Eligible Institution.
If the Letter of Transmittal is signed by a person other than the Registered
Holder(s) of Notes tendered thereby, Notes must be endorsed or accompanied by
appropriate bond powers in a form satisfactory to the Issuer, in either case,
signed exactly as the name(s) of the Registered Holder(s) appear(s) on such
Notes. If the Letter of Transmittal or any Notes or bond power is signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person must so indicate when signing, and proper evidence satisfactory to
the Issuer and the Trustee of the authority of such person so to act must be
submitted.

By executing the Letter of Transmittal (or facsimile thereof), the tendering
holders of Notes waive any right to receive any notice of the acceptance for
purchase of their Notes.

Tendering Registered Holders should indicate in the applicable box in the
Letter of Transmittal the name and address to which payments or substitute
certificates evidencing Notes for amounts not tendered are to be issued or sent,
if different from the name and address of the person signing the Letter of
Transmittal. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. If no such instructions are given, such payments, or Notes not
tendered, as the case may be, will be returned to the Registered Holder of Notes
tendered.

All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of tendered Notes will be resolved by the Issuer, in its
sole discretion, whose determination will be final and binding. The Issuer
reserves the absolute right to reject any or all tenders that are not in proper
form or the acceptance of which may, in the opinion of counsel for the Issuer,
be unlawful. Conditional, irregular or contingent tenders will be deemed
defective. The Issuer also reserves the absolute right to waive any
irregularities or conditions of tender as to particular Notes tendered pursuant
to the Change of Control Offer. The Issuer's interpretation of the terms and
conditions of the Change of Control Offer (including the instructions in the
Letter of Transmittal) will be, in its sole discretion, final and binding.
Unless waived, any irregularities in connection with tenders must be cured
within such time as the Issuer shall determine. The Issuer, the Depositary and
the Trustee shall not be under any duty to give notification of defects in such
tenders and shall not incur liabilities for failure to give such notification.
Tenders of Notes will not be deemed to have been made until such irregularities
have been cured or waived by the Issuer. Any Notes received by the Depositary
that are not properly tendered and as to which the irregularities have not been
cured or waived by the Issuer will be returned by the Depositary to the
tendering holder, unless otherwise provided in the Letter of Transmittal, as
soon as practicable following the Change of Control Offer Expiration Date.

TRANSFER TAXES. Except as provided below, the Issuer will pay all transfer
taxes, if any, applicable to the transfer and sale of Notes to it pursuant to
the Change of Control Offer. If, however, substitute Notes for amounts not
tendered are to be delivered to, or are to be registered or issued in the name
of, any person other than the Registered Holder of Notes tendered, or if
tendered Notes are registered in the name of any person other than the person
signing the Letter of Transmittal, or if a transfer tax is imposed for any
reason other than the transfer or sale of Notes to the Issuer pursuant to the
Change of Control Offer, the amount of any such transfer taxes (whether imposed
on the Registered Holder or any other persons) will be payable by the tendering
holder. If satisfactory evidence of payment of such taxes or exemption therefrom
is not submitted with the Letter of Transmittal, the amount of such transfer
taxes will be billed directly to such tendering holder.

BACKUP FEDERAL INCOME TAX WITHHOLDING. To prevent backup U.S. federal
income tax withholding, each tendering Registered Holder of Notes must provide
the Depositary with such Registered Holder's correct taxpayer identification
number and certify that such Registered Holder is not subject to backup U.S.
Federal income tax withholding by completing the Substitute Form W-9 included in
the Letter of Transmittal, or if such Registered Holder is not a U.S. person, by
completing a Form W-8. For a discussion of other federal income tax consequences
to Registered Holders, see "Certain Federal Income Tax Considerations."

CONDITIONS TO THE CHANGE OF CONTROL OFFER. The Change of Control Offer is
not subject to any conditions.

WITHDRAWAL RIGHTS

The Change of Control Offer and withdrawal rights will expire at 5:00 p.m.,
New York City time, on November 6, 1998, the Change of Control Expiration Date,
which date is not subject to extension. Notes tendered in the Change of Control
Offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on
the Change of Control Expiration Date. As a result, if a Registered Holder
validly withdraws Notes previously tendered in the Change of Control Offer, the
Registered Holder will not receive the Change of Control Price unless such Notes
are validly re-tendered pursuant to the Change of Control Offer prior to the
Change of Control Expiration Date. The Registered Holder will have no right to
withdraw Notes previously tendered in the Change of Control Offer after 5:00
p.m., New York City time, on the Change of Control Expiration Date.

WITHDRAWAL OF NOTES HELD IN PHYSICAL FORM. For a withdrawal to be
effective, a Registered Holder of Notes held in physical form must provide a
written, telegraphic or facsimile transmission notice of withdrawal to the
Depositary at its address set forth on the back cover page of this Offer to
Purchase prior to 5:00 p.m., New York City time, on the Change of Control
Expiration Date, which notice must contain: (A) the name of the person who
tendered the Notes; (B) a description of the Notes to be withdrawn; (C) the
certificate numbers shown on the particular certificates evidencing such Notes;
(D) the aggregate principal amount represented by such Notes; (E) the signature
of such Registered Holder of the Notes executed in the same manner as the
original signature on the Letter of Transmittal (including any signature
guarantee (if such original signature was guaranteed)); (F) if such Notes are
held by a new beneficial owner, evidence satisfactory to the Issuer that the
person withdrawing the tender has succeeded to the beneficial ownership of the
Notes; and (G) if such Notes were tendered by book-entry transfer, the
Registered Holder's Book-Entry Transfer Facility participation number. A
purported notice of withdrawal which lacks any of the required information will
not be an effective withdrawal of a tender previously made.

WITHDRAWAL OF NOTES HELD IN BOOK-ENTRY FORM. For a withdrawal to be
effective, a Registered Holder of Notes held with a Book-Entry Transfer Facility
must (i) call such Registered Holder's broker and instruct such broker to
withdraw such tender of Notes by debiting the Depositary's account at the Book-
Entry Transfer Facility of all Notes to be withdrawn; and (ii) instruct such
broker to provide a written,

telegraphic or facsimile transmission notice of withdrawal to the Depositary
prior to 5:00 p.m., New York City time, on the Change of Control Expiration
Date. Such notice of withdrawal shall contain (A) the name of the person who
tendered the Notes; (B) a description of the Notes to be withdrawn; (C) the
aggregate principal amount represented by such Notes; and (D) if such Notes are
held by a new beneficial owner, evidence satisfactory to the Issuer that the
person withdrawing the tender has succeeded to the beneficial ownership of the
Notes. A purported notice of withdrawal which lacks any of the required
information will not be an effective withdrawal of a tender previously made.

If the Issuer is delayed in its acceptance for payment for any Notes
(whether before or after the Issuer's acceptance for payment of such Notes), or
is unable to accept for payment or pay for Notes pursuant to the Change of
Control Offer for any reason then, without prejudice to the Issuer's rights
hereunder, tendered Notes may be retained by the Depositary on behalf of the
Issuer and may not be withdrawn except to the extent that tendering holders of
such Notes are entitled to withdrawal rights as set forth herein, subject to
Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a
tender offer shall fail to pay the consideration offered, or return the
securities deposited by or on behalf of the holders of such securities, promptly
after the termination or withdrawal of the tender offer.

Any permitted withdrawals of Notes tendered in the Change of Control Offer
may not be rescinded, and any Notes so withdrawn will thereafter be deemed not
validly tendered for purposes of the Change of Control Offer; provided, however,
that withdrawn Notes may be re-tendered by following the procedures for
tendering on or prior to the Change of Control Expiration Date.

All questions as to the validity (including time of receipt) of notices of
withdrawal will be determined by the Issuer, in its sole discretion whose
determination will be final and binding. None of the Issuer, the Depositary, the
Trustee or any other person is under any duty to give notification of any
defects or irregularities in any notice of withdrawal or incur any liability for
failure to give any such notification.

The Notes are debt obligations of the Issuer and are governed by the
Indenture. There are no appraisal or similar statutory rights available to
Registered Holders in connection with the Change of Control Offer.

SOURCE OF FUNDS

The maximum amount of funds required by the Issuer to purchase all the Notes
pursuant to the Change of Control Offer is approximately $101.0 million plus
accrued and unpaid interest. The Issuer expects to finance the payments of the
Change of Control Offer with the proceeds of the term loan under the Credit
Facility, the Contingent Capital Contribution and, if necessary to pay amounts
in excess of $100.0 million, revolving loans under the Credit Facility.

THE DEPOSITARY

United States Trust Company of New York has been appointed as Depositary for
the Change of Control Offer. The Letter of Transmittal and certificates and all
correspondence in connection with the Change of Control Offer should be sent or
delivered by each Registered Holder or such Registered Holder's broker, dealer,
commercial bank, trust company or other nominee to the Depositary at the address
and telephone number set forth on the back cover page of this Offer to Purchase.
United States Trust Company of New York is the Trustee under the Indenture.

Any Registered Holder who has questions concerning tender procedures or
whose Notes have been mutilated, lost, stolen or destroyed, or who wants
additional copies of this Offer to Purchase, should contact the Depositary at
the address and telephone number set forth on the back cover of this Offer to
Purchase.

BUSINESS

COMPANY OVERVIEW

The Combined Company is one of the five largest window and door companies in
the United States based on revenues. The Combined Company consists of the Atrium
Business, the Wing Business and the Darby Business. Pursuant to the
Transactions, Holdings, which prior to the consummation of the Transactions was
controlled by certain stockholders of WIH and Door or their affiliates, acquired
by merger Atrium Corp., the parent holding company of the Issuer, and WIH and
Door became wholly owned subsidiaries of the Issuer. Through the Atrium
Business, the Combined Company is a leading domestic manufacturer and
distributor of residential windows and patio doors. Through the Wing Business,
the Company manufactures and distributes a full range of interior solid wood and
hollow core bi-fold and passage doors and distributes exterior doors and
columns. Through the Darby Business, the Combined Company pre-hangs, distributes
and installs interior doors and installs other ancillary products.

ATRIUM BUSINESS

The Combined Company, through the Atrium Business, is one of the leading
domestic manufacturers and distributors of residential windows and patio doors
in the United States and is one of the only companies that offers a diversified
product line consisting of aluminum, vinyl and wood products. While the Atrium
Business generates revenue throughout the United States, its windows and doors
are manufactured and marketed primarily in the Southwest, South and Southeast
regions of the country. The Atrium Business has focused historically on the
ten-state "Atrium Primary Market," a region that provides a diversified and
rapidly growing customer base. The Atrium Primary Market, consisting of Alabama,
Arizona, California, Florida, Georgia, Louisiana, Nevada, Oklahoma, Tennessee
and Texas, and accounted for approximately 77% of the Atrium Business' revenues
for the fiscal year ended December 31, 1997. The Atrium Primary Market includes
some of the fastest growing residential housing markets in the United States and
accounts for approximately 44% of total national housing starts and almost a
third of total nationwide unit sales of windows. During the period from 1992 to
1997, industry wide sales of windows in the Atrium Primary Market increased at a
CAGR of 6.5%, over 40% faster than sales growth for the rest of the country.
With an 11.5% share of total window units in the Atrium Primary Market, the
Combined Company has a leading market share within that market.

For the 12 months ended June 30, 1998, the Atrium Business contributed
revenues of $227.0 million and EBITDA of $29.6 million to the Combined Company's
pro forma consolidated results of operations.

WING BUSINESS

The Combined Company, through the Wing Business, manufactures and
distributes a full range of interior solid wood and hollow core bi-fold and
passage doors and distributes exterior doors and columns. Through organic growth
and strategic acquisitions, the Wing Business has grown from a small, family-
owned business to a leading supplier of interior wood doors to home center
retailers such as Home Depot, Lowe's Companies and Builder's Square/Home
Quarters.

For the 12 months ended June 30, 1998, the Wing Business contributed
revenues of $135.0 million and EBITDA of $8.7 million to the Combined Company's
pro forma consolidated results of operations.

DARBY BUSINESS

Through the Darby Business, the Combined Company pre-hangs interior and
exterior door units, with a majority of sales achieved through developers of
multi-family housing communities. The Darby Business also distributes ancillary
products for the building materials industry such as locks, windows, mirrors,
wire shelving, bathroom accessories and other complementary speciality items.
The Darby Business offers developers a total installed program in which it
supplies and installs a turnkey package of its products. The Combined Company
believes that this method of outsourcing product installation frees developers
from certain risks associated with subcontracting crews. The Darby Business
concentrates its marketing and sales efforts on the Northeast and Mid-Atlantic
regions. The Darby Business' customers include many of the nation's leading
multi-family community developers, who the Combined Company believes have come
to rely on the Darby Business' ability to provide high quality products and
install those products effectively and efficiently.

For the 12 months ended June 30, 1998, the Darby Business contributed
revenues of $18.5 million and EBITDA of $4.5 million to the Combined Company's
pro forma consolidated results of operations.

BENEFITS OF THE TRANSACTIONS

- BROADER PRODUCT LINES WITH CROSS-SELLING OPPORTUNITIES. The Combined
Company will offer a full line of aluminum, vinyl and wood windows and
interior solid wood and hollow core doors, as well as exterior doors and
columns. Management believes that the Combined Company will also be one of
only two national pre-hangers of doors in the United States. The strong
customer relationships established by the Atrium, Wing and Darby
Businesses, combined with the complementary nature their product lines and
markets create excellent cross-selling opportunities for the Combined
Company.

- SIGNIFICANTLY INCREASED GEOGRAPHIC COVERAGE. The Atrium Business has
historically targeted the Southwest, South and Southeast regions of the
United States and particularly in the Atrium Primary Market. Products of
the Wing Business have been sold in the Northeast and Midwest regions of
the United States. Access to these markets, together with the large
portion of the Northwest region covered by the Combined Company's
distributors, will enable the Combined Company to market all its product
lines throughout all parts of the continental United States.

- INCREASED DIVERSITY OF DISTRIBUTION CHANNELS. The Atrium Business'
products have been sold primarily through home builders and independent
distributors while the Wing Business' primary market

has been home center retailers. The Combined Company expects to leverage
these complementary distribution channels by targeting the Wing Business'
door products to homebuilders and independent distributors and the Atrium
Business' window products to home center retailers.

OPERATING STRATEGY

The Combined Company's operating strategy has the following principal
components:

PRODUCTS

The Combined Company estimates that 50-55% of its 1998 revenues will be
derived from the sale of windows, 40-45% of its 1998 revenues will be derived
from the sale of doors, and approximately 5% of its 1998 revenues will be
derived from the sale of other products and services.

WINDOWS--OVERVIEW. The Combined Company estimates that 81% of the Atrium
Business' 1998 revenues will be derived from the sale of windows and patio doors
and 19% from the sale of aluminum and vinyl extrusions, which are used primarily
as component parts in the production of windows and doors. The Combined Company
estimates that 69% of the Atrium Business' 1998 revenues will be derived from
the sale of aluminum products, 21% from vinyl products and 10% from wood
products.

The Combined Company, through the Atrium Business, is one of a limited
number of window and door manufacturers which offers a diversified product line
that consists of a full range of aluminum, vinyl and wood windows and patio
doors. The full product line allows the Combined Company to differentiate itself
from its competition, leverage its distribution system and ensure that it is
well-positioned to benefit from any shifts in product preference. As significant
regional product preferences exist among aluminum, vinyl and wood, a full
product line is important to serve a national customer base effectively.

WINDOWS--ALUMINUM. As a result of the warmer climate and more value
conscious buyers, aluminum windows are the products of choice in the Atrium
Primary Market. While vinyl and wood provide enhanced thermal efficiency, homes
in the warmer climates of the Southeast, South and Southwest do not require this
feature. Similarly, in the relatively less-expensive homes in the South,
builders are unlikely to install expensive windows as home buyers tend to value
the most cost effective alternative available. Since the cost to the builder is
higher for vinyl and wood, the builder is unlikely to use these higher priced
windows unless they are able to pass those costs on to the home buyer.

The Combined Company believes that new construction growth will continue to
be highest in the warmer Southern states where aluminum windows are preferred.
Furthermore, as the housing stock in the warmer climates ages (houses built
during the initial "Sun Belt" migrations are now 20 to 30 years old), the repair
and remodeling segment will experience increasing growth. Due to the Atrium
Business' long-standing presence in these markets and the strength of its brand
name, the Combined Company should continue to benefit from these trends.

The Combined Company assembles its aluminum windows and doors at the Atrium
Aluminum, H-R, Kel-Star and Masterview divisions, under the ATRIUM AND H-R
WINDOWS brands.

WINDOWS-VINYL. Demand for vinyl windows, particularly in colder climates,
has significantly increased over the last five years as vinyl windows have
gained acceptance as a substitute for primed wood windows. This trend has been
strengthened as prices for vinyl windows have become more competitive to wood
products and durability and energy efficiency have improved. The Atrium Business
entered the fragmented vinyl window market in mid-1995 when it began fabricating
its own vinyl windows. By leveraging the ATRIUM brand name and existing
distribution channels and through growth and acquisitions, the Atrium Business
has been able to capture share within its existing markets, and in the Northeast
and West.

The Atrium Business has increased vinyl revenues to $34.8 million for the 12
months ended June 30, 1998 after entering the vinyl market in mid-1995. The
Bishop and Gentek acquisitions have provided additional manufacturing capacity
and distribution capability, notably strengthening the Atrium Business' ability
to compete effectively in the vinyl markets. The Combined Company expects to
generate an increasing percentage of its revenues and earnings from the
manufacture and sale of vinyl products.

Presently, the Atrium Business' vinyl windows and doors are manufactured by
the Atrium Vinyl division in Dallas, its ADW-Northeast and ADW-New England
subsidiaries in Bridgeport, CT and Clinton, MA, respectively and its ADW-West
Coast facility in Anaheim, CA. The Combined Company markets all its vinyl
products under the ATRIUM name in order to leverage the brand's recognition
among builders and consumers.

WINDOWS--WOOD. The ATRIUM name gained its wide recognition in the 1970s and
1980s through the success of the Atrium Business' Atrium line of wood patio
doors. In an effort to capitalize on this success, the Atrium Business added a
wood window line in 1991. The wood products, which are presently being sold
throughout most of the Atrium Business' geographic markets, complete the
Combined Company's diversified window product line. The Combined Company's
Atrium Wood division manufactures both aluminum-clad and primed wood windows and
doors.

While the Atrium Wood business has not been profitable historically, losses
have been reduced substantially over the last two years as the Atrium Business'
line of wood and patio doors has further penetrated the home center market. The
resulting increased volume has helped reduce raw material costs and increase
capacity utilization. Management expects significant advantages in combining the
Atrium Wood business with the Wing Business's existing wood operations.

DOORS. The Combined Company, through the Wing Business and the Darby
Business, markets a full line of interior and exterior doors. The Combined
Company's interior door products include hollow core, solid wood and french
doors, in slab or pre-hung form, and bi-fold doors. The Combined Company's
exterior door products include wood entry doors and aluminum, vinyl and wood
patio doors.

A substantial portion of the Combined Company's door sales are interior
doors. There are two broad categories of interior doors: bi-fold doors and
passage doors. Bi-fold doors are hinged folding doors. Passage doors are the
traditional doors used to connect rooms. There are also two types of interior
wood bi-fold doors and passage doors: solid wood doors and hollow core doors.
Solid wood doors are made completely of wood. Hollow core doors consist of two
door facings glued to a wood frame and are hollow on the inside. Both solid wood
and hollow core passage doors are sold one of two ways, either as slabs or as

pre-hung units. Slabs refer to the actual door itself and pre-hung units refer
to slab doors already hinged to a door frame at the factory.

The Combined Company estimates that approximately 60% of all passage doors
sold through home center retailers are sold as pre-hung units, mainly because of
the ease of installation for the do-it-yourself consumer. The Combined Company,
through the Wing Business and the Darby Business, is one of the few
vertically-integrated companies that both manufactures the door slabs and
pre-hangs the doors. The Wing Business' line of solid wood and hollow core
pre-hung doors accounts for approximately 47% of total dollar sales for the 12
months ended June 30, 1998. The Combined Company believes that sales of this
line will continue to grow and will represent a larger portion of total sales in
the future.

The Wing Business' solid wood door line consists of doors sold as slabs as
part of three major product lines and, for the 12 months ended June 30, 1998,
accounted for approximately 30% of total dollar sales. The solid wood line
consists of bi-folds, French doors and passage doors. The Combined Company
believes that it is the largest solid wood bi-fold door manufacturer in the
world with a 50% market share. The Wing Business has recently introduced a less
expensive version of its solid wood bi-folds to broaden its product line to
compete at lower price points. The hollow core door line consists of both hollow
core bi-folds and hollow core passage doors. For the 12 months ended June 30,
1998, hollow core doors accounted for approximately 10% of total dollar sales.

The Combined Company, through the Atrium Business and the Darby Business,
also produces and markets a line of aluminum, vinyl and wood patio doors,
including center hinge, French and sliding patio doors.

OTHER PRODUCTS AND SERVICES. The Combined Company also manufactures and
distributes other products including cafe doors, exterior doors, columns and
shutters. The Combined Company manufactures two types of cafe doors as well as
louvered shutters. The shutters can be used both for interior and exterior
applications. Columns come in many styles and are purchased from domestic
suppliers. Exterior doors are purchased from international suppliers and are
pre-hung by the Wing Business.

The Combined Company also offers, through the Darby Business, pre-hung doors
and other building materials that it distributes. The Darby Business receives
door components from third parties, prehangs the doors at its factory, and then
ships the ready to be installed unit to a job site. Through the Darby Business,
the Combined Company offers a turnkey total installation program in which the
Combined Company supplies and installs all interior doors, exterior doors,
mouldings, locks, hardware, wire shelving, bath accessories, plate glass
mirrors, mailboxes, and toilet partitions. This concept allows a developer to
transfer the risk associated with retaining reliable work crews and provides
protection from cost overruns. Management believes that developers view this as
a value added service and are willing to pay a premium price for it.

OPERATIONS

WINDOWS-OVERVIEW. The Combined Company, through the Atrium Business,
manufacturers and sells its windows through a vertically-integrated process that
includes extrusion, fabrication and distribution. At its three extrusion plants
in Texas, the Combined Company produces aluminum extrusions and extrudes
non-rigid vinyl components that are then delivered to fabrication facilities
located in Arizona, California, Connecticut, Massachusetts, Nevada and Texas.
The finished products are distributed through multiple distribution channels
including company-owned distribution centers.

The Combined Company realizes many operational and cost benefits from its
vertically-integrated window operations. By extruding aluminum and vinyl
components in-house, the Combined Company is able to secure a low-cost, reliable
source of extrusions, control product quality and reduce inventory levels. The
integration of extrusion and fabrication operations gives the Combined Company
significantly more control over its manufacturing costs. The Combined Company
continually works to achieve cost savings

through increased capacity utilization at its highly efficient facilities,
adoption of best practices, reduction of material cost, rationalization of
product lines, and reduction of inventory. In order to complement its
manufacturing operations, the Combined Company maintains company-owned
distribution locations in key markets where available independent distributors
are weak or where the company has been unable to make adequate arrangements with
existing distributors.

The Combined Company continues to build on what management believes is its
position as one of the industry's lowest cost manufacturers. Being able to
maintain low production costs is one of the reasons the Atrium Business has
consistently achieved EBITDA margins between a 12.0% to 15.0% range, which are
approximately 3.0% to 5.0% higher than industry averages. Because of the scale
of its operations, the Combined Company is able to negotiate significant price
concessions for its raw materials, including glass and vinyl. The Atrium
Business purchased approximately fifty-five million square feet of glass in
1997, making it one of the largest buyers of flat glass in the country. This is
an important consideration, since total cost of raw materials typically
comprises 45% to 50% of revenue.

WINDOWS--EXTRUSION. By extruding aluminum and non-rigid vinyl in-house, the
Combined Company maintains a high quality reliable supply of an essential
assembly component. The Combined Company is able to control the quality of the
extruded components which reduces the likelihood of scrap from substandard
components. The Combined Company is also able to coordinate the timely
production and delivery of extrusions with the production needs of the
fabrication plants so that fabrication operations are able to maintain even
inventory levels and work flow, reduce throughput time and increase overall
plant efficiency.

The Combined Company's Extruders and Woodville Extruders divisions produce
aluminum extrusions, and the Dow-Tech Plastics ("Dow-Tech") division extrudes
non-rigid vinyl extrusions, for use in window and door manufacturing at the
Company's fabrication facilities. The Combined Company's extrusion operations
also sell extrusions to third parties (65% of extrusion revenues are from
third-party sales, of which approximately one-third are to non-window
companies). These third party sales include not only competitors in the door and
window industry, but also companies that use aluminum extrusions for components
in the manufacture of tents and awnings, hand railings, recreational vehicles
and boat components, heating, ventilation and air conditioning products.

In the aluminum extrusion process, aluminum billet is heated in an oven and
hydraulically pressed through a die to form a shaped lineal or "rail." The
lineal is then air-cooled, straightened, cut into the finished product length
and tempered in an aging oven. The extrusion may then be electrostatically
painted in the Combined Company's painting operations or anodized by a third
party.

In the non-rigid vinyl extrusion process, vinyl pellets are vacuum-loaded
into hoppers feeding each of Dow-Tech's nine extrusion lines. The material is
heated and extruded through a die by an extrusion screw. The extrusion is
water-cooled as it is pulled from the die at varying rates depending on the
profile being extruded. Flexible vinyl is typically rolled onto reels and more
rigid vinyl is cut to the stock length of twelve feet or to other lengths
specified by the customer. The Combined Company does not currently extrude large
vinyl frame components, but intends to expand its vinyl extrusion capabilities
to include rigid vinyl extrusion as vinyl product sales continue to increase.

EXTRUDERS: The Atrium Business commenced extruding aluminum product
components used in the fabrication of products in 1974. The division currently
operates two extrusion presses on two ten-hour shifts, five to six days a week.
The extrusion operation in Wylie is extremely efficient and has provided the
Atrium Business a significant competitive advantage over the years.

WOODVILLE EXTRUDERS: Acquired in 1996 as part of the Keller acquisition,
Woodville Extruders provides the Combined Company and third party customers with
aluminum extrusions. The division operates one extrusion line consisting of an
extrusion press, a billet oven and a paint line. The addition of Woodville
Extruders increased the Combined Company's extrusion capacity by approximately
35%. This eliminated the need for the outsourcing of extrusion during peak
production periods, as well as provided capacity for future growth without any
need for additional capital expenditure. The Combined Company is evaluating
moving Woodville Extruders' extrusion press to Wylie to consolidate the two
extrusion operations. In so doing, the Combined Company will eliminate the
overhead associated with operating the independent facility and expects to
realize at least $0.5 million in EBITDA from the effort.

DOW-TECH: Acquired in 1990, Dow-Tech Plastics extrudes non-rigid vinyl
sub-components used in the fabrication of aluminum, vinyl and wood windows and
doors. Approximately 67% of Dow-Tech's volume in 1997 was sold to third party
customers with the remainder used in the fabrication of the company's products.
In addition, Dow-Tech now provides the company's vinyl operations with vinyl
sub-components, thereby reducing its raw material costs. Since Dow-Tech's
sub-components are used by wood, vinyl and aluminum window fabrications, the
vinyl extrusion capability allows the Combined Company to generate additional
profits throughout product lines.

WINDOWS--FABRICATION. The Combined Company fabricates a broad line of
aluminum, vinyl and wood windows and doors at eight fabrication facilities in
Arizona, California, Connecticut, Massachusetts, Nevada and Texas. The Atrium
Wood division fabricates the Combined Company's wood products. The Combined
Company's vinyl products are made by the Atrium Vinyl division and ADW-West
Coast, ADW-Northeast and ADW-New England subsidiaries. The Combined Company
produces aluminum windows at its Atrium Aluminum division (formerly "Skotty
Aluminum Products"), as well as at its H-R Windows, Kel-Star Building Products
and Masterview divisions. Additionally, specialty windows are fabricated at the
Combined Company's Las Vegas distribution facility.

In the aluminum window fabrication process, extrusions are cut to size and
notched and mechanically fastened to form frames (comprised of sills and jambs)
and sashes (comprised of center bars, lock rails, lift rails and sash rails).
Flat glass, purchased cut-to-size or sized in-house with a computer-numerically-
controlled glass optimizer, is insulated and finished. Pre-prepared insulated
glass and component parts are assembled and transferred to a staged shipping
area along assembly lines set up according to product type. In the fabrication
of vinyl windows, frame extrusions are cut with computer-numerically-controlled
optimizing saws, notched and welded. The frame is then placed on assembly lines
on which insulated glass and sashes are installed. In the fabrication of wood
window and door products, pre-cut, precision-milled wood components are glued
and screwed together, sanded and affixed with appropriate hardware. These units
are then glazed and packaged for final shipment.

DOORS--OVERVIEW. The Wing Business has been manufacturing wood products in
Texas since 1953 and today has three primary manufacturing facilities in the
state. As home centers (such as Home Depot and Lowe's) have expanded throughout
the country, the Wing Business has strategically established four new
manufacturing operations in Ohio, Pennsylvania, Illinois and Texas in order to
serve these customers more efficiently. The Combined Company, through the Wing
Business, believes it is one of the only door suppliers which can service the
home centers on a national basis. As the home centers continue to expand into
new markets, the Combined Company expects to open new facilities to serve these
regions. The Combined Company is currently planning new sites in North Carolina,
Massachusetts and California and has signed a lease in North Carolina as a
result of its customers' plans to expand in these areas in 1999.

DOORS--SOLID WOOD. Two manufacturing processes are involved in producing
the Combined Company's solid wood passage and bi-fold doors lines based on the
thickness of the door: one for doors 1 3/8" thick and another for doors 1 1/8"
and 7/8" thick.

The 1 3/8" doors are produced in a multi-stage manufacturing process. Most
of the wood parts for these doors are purchased as dimensional cutstock which is
then machined into final assembly parts. The doors are constructed using
hardwood dowels and glue. After final assembly, passage doors are trimmed,
sanded and packaged for transfer to a finished goods warehouse or to the
pre-hanging department to be assembled as a pre-hung door. The bi-folds are
processed on the same line and then hinged and packaged on a separate line.

Solid wood 1 1/8" and 7/8" doors (primarily bi-folds) are produced in
manufacturing cells that combine or link several machining and assembly steps
together to increase production efficiency and reduce material handling. The
primary raw materials involved in manufacturing these doors include pine cut
stock, decorative glass, hardware and packaging materials. Molded stiles
(vertical components) are trimmed, drilled, mortised and/or grooved prior to
assembly. Rails (horizontal components) are molded, trimmed and doweled prior to
assembly. Raised panels and decorative glass are added to other final assembly
stations. Similar to the 1 3/8" doors, these doors are constructed using
hardwood dowels and glue. Hardware is added and the doors are packaged prior to
transfer to the finished goods warehouse.

DOORS--HOLLOW CORE. The assembly process is less complex for hollow-core
doors. These doors have either wood facings (lauan, red oak, birch, etc.) or
hardboard facings (flush and molded). The assembly process involves passing
rails, stiles and other pieces of core through a glue roller and placing a wood
or hardboard facing on both sides of the core. Pallets of glued doors are placed
in a cold press, allowed to cure in overnight storage, and then trimmed in a
door sizer. Flush door slabs are either labeled for transfer to the finished
goods warehouse or are transferred to the pre-hanging department to be assembled
into pre-hung doors.

Hollow-core bi-folds are processed in a similar fashion as the hollow-core
slabs except that a wider center stile is included in the core and the door is
"split" into two panels on the door sizer. These two panels are then hinged and
packaged for transfer to the finished goods warehouse.

DOORS--PRE-HUNG ASSEMBLY. Pre-hung doors are assembled by mortising the
edges of slab doors for hinges and then boring the doors for locksets in an
automated pre-hanging machine. The stop is trimmed, mitered and applied to jambs
on a stitcher. Slab doors are hinged to a jamb and the two side jambs are
stapled to the head jamb. Certain pre-hung doors require casing attached to the
jambs. The pre-hung doors are then labeled, palletized and transferred to the
finished goods warehouse.

The Combined Company utilizes proven industry methods for the manufacture of
solid wood and hollow-core doors and for the assembly of pre-hung doors.
However, certain of the Combined Company's processes are unique and have been
patented or are protected internally as proprietary.

SALES, MARKETING AND DISTRIBUTION

One of the key components of the Combined Company's marketing strategy is to
capitalize on the complementary nature of the Atrium Business' and the Wing
Business' distribution channels. Historically, the majority of the revenues of
the Atrium Business have been derived from sales to remodelers, homebuilders,
lumberyards and wholesalers. The Wing Business has targeted principally home
center retailers. Approximately 80% of the Wing Business' revenues are derived
from sales to national home center retailers. The Company believes that it can
tap new markets for its products by targeting the Wing Business' door products
to homebuilders and independent distributors and the Atrium Business' window
products to home center retailers.

WINDOWS. Each of the Combined Company's fabrication divisions distributes
its products through a combination of two-step distribution to wholesalers and
dealers, one-step distribution (in some regions, through company-owned
distribution centers) to lumberyards and home centers, and direct sales to large
homebuilders and independent contractors. In addition, more than one division of
the Atrium Business may sell its products into the same geographic channels. The
Combined Company believes that this

distribution strategy maximizes its market penetration and reduces reliance upon
any one distribution channel for the sale of its products. Furthermore, as a
manufacturer and distributor of windows and doors for more than four decades,
the Atrium Business has developed long-standing relationships with key
distributors in each of its markets. In each instance, the Combined Company
seeks to secure the leading distributors in each market. If the Combined Company
cannot secure a top tier distributor in a desired geographic market, it will
consider the acquisition or start up of its own distribution center in such
market.

The Combined Company also sells to major home center retailers and smaller
regional-based retail centers. Although these have gained greater importance to
the Combined Company because they target the repair and remodeling market, they
still account for less than one-fifth of total sales for the Atrium Business.
One of the Combined Company's goals is to increase the Atrium Business' market
share in the repair and remodeling market by capitalizing on the Wing Business'
strong relationship with home center retailers.

The Combined Company utilizes the following distribution channels for its
windows:

DIRECT DISTRIBUTION: The Combined Company sells its windows and doors
directly to contractors, remodelers and other homebuilders without the use of an
intermediary. By selling directly to builders, the Combined Company is able to
increase its gross profits while at the same time offering builders more
favorable pricing.

ONE-STEP DISTRIBUTION: The Combined Company sells its finished windows
directly to lumberyards, building products distributors, home centers, and
company-owned distribution centers, which will then sell to contractors,
homebuilders or remodelers. While it is not required that lumberyards or
building products distributors carry the Atrium's Business' products on an
exclusive basis, it is not unusual for them to do so. In addition, they
generally purchase based on orders, keeping little or no inventory. One-step
distribution tends to be used most often in metropolitan areas.

TWO-STEP DISTRIBUTION: Commonly used in more rural regions, two-step
distribution is the selling of completed doors and windows to a wholesaler or
distributor who then sells the products to lumberyards, building products
retailers and home centers. These intermediaries will in turn sell the windows
and doors to the homebuilders, homeowners or remodelers. The wholesalers and
distributors tend to maintain product inventory in order to service the needs of
their client base for small quantities. Essentially, these middlemen sell to
customers who do not have the volume to purchase directly from the Combined
Company. Two-step distribution is more common in rural areas since urban areas
are serviced by home centers and large lumberyards.

COMPANY-OWNED DISTRIBUTION CENTERS: The Combined Company maintains
company-owned distribution locations in key markets where available independent
distributors are weak or where the company has been unable to make adequate
arrangements with existing distributors. Company-owned distribution centers
essentially act as one-step distributors.

The Combined Company, through its Atrium Business, owns and operates eight
distribution centers, consisting of ADW-Arizona and Atrium Door & Window
Company-Nevada ("ADW-Nevada"), both of which also assemble some of the products
they distribute, and Atrium Door & Window Company-Texas ("ADW-Texas"), H-R
Windows Distributors ("H-R Distributors"), Atrium Door & Window Company-New York
("ADW-New York") and ADW-West Coast (three centers). ADW-Arizona and ADW-Nevada
carry the Atrium Business' products and sell directly to homebuilders in their
respective regions. ADW-Texas sells the Atrium Business' products and
distributes directly to large homebuilders in Texas. H-R Distributors sells
directly to large homebuilders in Texas. ADW-New York markets the Atrium
Business' products primarily to remodelers and contractors within a seven-state
region in the Northeast. The three ADW-West Coast facilities market to
remodelers and contractors in the California, Utah and Pacific Northwest
regions. The Atrium Business has over 4,000 active accounts. Eight of its top
ten customers have been with the Atrium Business for over five years.

To enhance its market coverage and leverage its considerable brand equity,
the Combined Company currently markets its windows and patio doors under
primarily two brand names, ATRIUM and H-R WINDOWS. Due to the fact that Atrium
enjoys such significant national name recognition at both the building trade and
consumer levels, Combined Company decided to bring the product lines of almost
all its other brands under the Atrium name. The Combined Company has now
completed rolling its SKOTTY and BISHOP product lines, as well as those from the
Gentek acquisition, into the ATRIUM brand. The Combined Company expects to
extend the ATRIUM brand to other products, as well as to appropriate product
lines acquired in the future.

The Combined Company markets its window products through a sales force
consisting of approximately 50 company salaried and commissioned sales
representatives and approximately 75 independent commissioned sales
representatives. Each of the Atrium Business' divisions is supported by a sales
manager, direct sales representatives and independent representatives. The sales
managers coordinate marketing activities among both company and independent
representatives. Company sales representatives focus primarily on direct sales
to homebuilders, remodelers and contractors, while independent sales
representatives sell to home centers, lumberyards and wholesalers. In general,
independent sales representatives carry the Atrium Business' window and door
products on an exclusive basis, although they may carry other building products
from other manufacturers.

The Atrium Business' well-rounded product line has also been an asset to its
sales force, especially when it is exploring a new distribution channel
opportunity. Distributors have come to recognize the Atrium Business as a WINDOW
supplier, as opposed to an ALUMINUM window supplier or a VINYL window supplier.
The distributors frequently do not buy the whole range of products since
regional tastes vary and distributors tend to work according to regions.
However, these distributors value the Atrium Business' ability to provide these
products should they ever demand it.

The Combined Company believes that customer services plays a key role in the
marketing process. On-time delivery of products, order fill rate, consistency of
service and flexibility in meeting changing customer requirements have made it
possible for the Combined Company to build a large and loyal customer base that
includes companies such as Centex Homes, one of the nation's largest
home-builders, and Home Depot, the nation's largest home center retailer.

DOORS. The Wing Business' marketing strategy centers primarily on the fact
that the Wing Business can supply home center retailers with a complete line of
interior wood doors. The Combined Company, through its Wing Business, is the
only company in the industry who is able to provide this convenience. The
"one-stop shopping" the Combined Company provides enables retailers to reduce
their transaction costs, as they have to pay only one invoice, work with one
sales representative, and schedule the receipt of goods with only one company.
The Wing Business' goal is to be the "preferred supplier" for the door aisle of
home center retailers. The Combined Company believes it can capitalize on the
Wing Business' relationship with home center retailers by offering the Atrium
Business' full line of windows to home center retailers.

According to the NATIONAL HOME CENTER NEWS/Lebhar Friedman and Fairfield
Research, in response to the question "what suppliers could do to increase
retailer purchases," 28% of the retailers responded with more communications,
cooperation and service and 18% answered promotional support. Only 14% responded
with lower prices. The Combined Company believes it has capitalized on this
industry need and has been able to command a price premium relative to
competitors because of the services it provides, the wide assortment of products
is manufacturers, and the in-store support it furnishes primarily through its
merchandising managers.

In 1996, the Wing Business started a new pricing/product offering strategy
which focuses on offering the end consumer lower price points without
sacrificing profit margins. The Combined Company will accomplish this strategy
in two steps. First, the Combined Company has consolidated the current product
offerings in order to simplify the overall offering and reduce inventory levels.
Second, on the remaining

product offerings, the Combined Company offers good, better and best products to
the market. Certain of the products in the offering have been redesigned (with
particular emphasis on taking costs out of the products) in order to have an
offering with three distinct price points. This promotes more "trading up" to
the Wing Business' higher quality products by the customer and displays a
complete product line.

The Wing Business uses an internal sales force consisting of seven people.
In addition, senior executives are actively involved with both sales and
customer service. This group is segregated between national and regional
accounts. Approximately 80% of the Wing Business sales are made to national
retail home center chains. The internal sales force was realigned in early 1995
reducing the sales staff from 18 to 7 while increasing the number of merchandise
managers. As a result, the Combined Company has a smaller, more focused sales
force which is better structured to give the home centers the attention required
at the store level.

To assist the sales force and provide better service to its customers, the
Wing Business has over 20 merchandising managers. The merchandising managers
provide home center retailers with in-store services such as product knowledge
seminars, store product resets (to straighten stock and fix displays), sales
analysis, and in-store merchandising. They also work with the retailers to
resolve claims issues and to handle product returns. This is a significant
advantage to the Combined Company which very few suppliers can offer.

Promotional efforts are focused on the home center industry and its
customers. Cooperative advertising programs are offered to certain of the Wing
Business' major customers, giving the Wing Business exposure in its customers'
local media (e.g., newspaper, radio, television) in order to generate sales at
individual locations. The Combined Company also invests in in-store displays
showing operating door units and photographs in-room settings in order to
generate sales once customers are in the stores. Product knowledge classes are
frequently held to inform store employees about the features and benefits of
each product. Award winning packaging and in-store signage are used to further
general awareness within the stores. The Combined Company also offers retailers
a video showing how quickly a homeowner can install a bi-fold door using only
basic hand tools.

INDUSTRY OVERVIEW

In 1997, the U.S. residential window and door expenditures reached
approximately $8.5 billion. The domestic window market has grown more than 33%
in unit sales over the last five years, and has outpaced the growth in the
domestic building materials industry. F.W. Dodge estimates that sales of window
units will reach 59.7 million by 2002. The domestic door market has grown more
than 11.2% in sales over the last four years. According to Door and Window
Fabricator magazine, the North American interior door market represents more
than 90 million units annually. The Combined Company estimates that over 60
million interior doors were sold in the U.S. in 1997.

The residential window industry can be divided into two end-use segments:
new construction (an estimated 17.0 million window shipments in 1997) and
repair/remodeling (approximately 41.1 million windows sold in 1997). The
Combined Company believes that the repair/remodeling segment will continue to
experience strong growth due to the strength of sales of existing homes and the
increase in the average age of homes from 23 years to 28 years in the last
decade. The Combined Company believes the expected growth in this segment
represents an especially attractive opportunity to leverage existing
relationships with the home center retailers. The home center industry is one of
the fastest growing retail sectors in the United States. According to the
National Home Center News, the U.S. retail home improvement market was expected
to grow from $140.0 billion in 1995 to over $170 billion by the year 2000.

WINDOWS-ALUMINUM. In the Atrium Primary Market, aluminum windows are the
products of choice and regional standard because of their low cost, durability
and suitability to warm climates. Because aluminum is the least expensive window
alternative, homebuilders generally prefer aluminum to control costs, as a home
buyer is not generally willing to pay for the increased cost of vinyl or wood.
Aluminum is

not utilized as frequently in homes in the North and the Northeast regions of
the United States due to historical architectural trends and the superior
insulating qualities of wood and vinyl windows.

WINDOWS-VINYL. Vinyl windows represent the middle price point of windows.
Vinyl windows have thermal efficiency characteristics that approach those of
wood windows, but some homeowners do not consider them as aesthetically
pleasing. Historically, vinyl windows have not been as popular as aluminum
windows in warmer climates such as those found in the Atrium Primary Market
because of the increased cost of vinyl and because early vinyl windows suffered
from ultra violet degradation, which caused the vinyl to become brittle after
prolonged exposure to the sun. However, in recent years, advances in plastics
have increased the quality and durability of vinyl windows.

WINDOWS-WOOD. Wood is the most thermally efficient window material,
however, it is the most expensive and requires the greatest amount of
maintenance. Unit sales of aluminum-clad and vinyl-clad wood windows, which are
classified as wood, have grown so that, overall, the wood window market share
has been stable for the last several years. In clad windows, composite materials
such as aluminum, vinyl, fiberglass or industrial coating are applied to the
exterior of the window frame so that the frame inside the house has the desired
aesthetics while the exterior frame has the desired durability or insulating
features. Due to maintenance issues surrounding all wood windows, the Company
believes that the trend towards aluminum- and vinyl-clad wood windows and
composite frame materials will continue.

DOORS. The Combined Company sells through the Wing Business predominantly
solid wood and hollow core interior doors. According to Door and Window
Fabricator, sales volumes for residential interior passage doors in North
America reached 30.4 million units, while a total of 34.05 million residential
closet and bi-fold doors were shipped, 80% of them into the new home market. The
U.S. door market has increased 11.2% in total dollar sales over the last four
years. As a reaction to the increase in price of solid wood doors, industry-wide
sales of hollow core doors have increased.

Demand for doors is derived from three principal segments: new residential
construction, repair and remodeling and commercial construction. The Wing
Business is primarily affected by repair and remodeling expenditures as its
products are predominately sold at home centers that cater to the
"do-it-yourself" market and to the smaller builders who principally do
remodeling work. The Combined Company estimates that interior doors sold to the
repair and remodeling segment constitute approximately one-third of all interior
doors sold in the U.S. The Combined Company believes that the repair and
remodeling segment will continue to experience strong growth since approximately
three quarters of total housing transactions are sales of existing homes.

According to data from the Census Bureau and U.S. Department of Commerce,
total sales in the residential repair and remodeling markets have grown from
$91.3 billion in 1986 to $125.3 billion in 1997, and, over the period of the
last 25 years, total expenditures in this sector grew more than $100.0 billion.
In addition, the Wing Business' products are carried in 80% of Home Depot stores
and almost 100% of Lowe's stores, the two leaders in the home center retail
industry, both of which experience strong growth of 20-25% per year. The
Combined Company believes that, as a result of the growth of the home center
retailers and the Wing Business' relationship with Home Depot and Lowe's, its
sales will continue to increase and it will experience significant growth in the
home center retail sector.

COMPETITION

The residential window and door industry is highly fragmented. With few
exceptions, competitors are privately-owned, regional companies with sales under
$100 million. On a national basis the Combined Company competes with a few
national companies in different regions, products, distribution channels and
price points, but does not compete against any company across all of these
areas. The Combined Company competes with various other companies in specific
regions within each market.

The Combined Company's major competitors in the Atrium Primary Market for
the sale of aluminum windows are Reliant Building Products, Inc. and Caradon
Better-Bilt Inc. In the vinyl window and door segment, there is no dominant
manufacturer that operates on a national basis. Regional manufacturers that
compete on a local and regional basis characterize the segment. Historically,
demand for vinyl windows and doors has been concentrated in the cooler regions
of the United States. The Combined Company's major competitors for the sale of
vinyl windows are SilverLine Building Products and Milgard Manufacturing Inc. In
addition, the Combined Company competes with a number of regional manufacturers
that sell directly to repair and remodeling contractors.

In the wood window and door segment of the industry, two large
manufacturers, Andersen Corporation and Pella Corporation, sell premium products
on a national basis. The Combined Company's wood windows and doors are sold at a
medium price point and primarily through home centers throughout the United
States. The Combined Company has many competitors of its price point in the wood
window and door segment, including Kolbe & Kolbe Millwork Co. Inc. and Hurd
Millwork Co. Inc.

The Combined Company estimates that approximately 60% of all interior
passage doors sold through home centers are pre-hung. The Combined Company
expects this trend to continue growing due to the convenience and ease of
installation of pre-hung doors. The pre-hung door industry is very fragmented
and consists primarily of hundreds of small companies that do not manufacture
doors and who have annual sales of under $20 million each. These companies are
finding it increasingly difficult to compete due to their lack of manufacturing
capability. One of the Combined Company's key competitors is Premdor, Inc.,
based in Canada, which both manufactures and pre-hangs doors. Other competitors
include Steves and Sons in San Antonio, TX and Haley Bros. in Los Angeles,
California.

The hollow core door market is growing, as the price of the product has
increased its market share relative to solid wood doors. Key competitors of the
Combined Company in this market include Premdor, Inc, Steves and Sons, Lifetime,
Arrow Door and Jeld-Wen. This market is characterized by medium sized regional
companies with annual revenues ranging from $40.0 million to $60.0 million and
with one to three manufacturing facilities.

The wood passage door market is characterized by all sizes of regional and
national door manufacturers. Many smaller manufacturers who tended to specialize
in this category have been driven out of the market as demand for passage doors
shifted to the lower cost hollow core doors and South American companies with
less expensive wood sources developed enough infrastructure to compete in the
United States. Manufacturing capacity has been consolidated in larger cost
competitive manufacturers who offer diversified product lines and have greater
financial resources. The Combined Company's main domestic competitors in this
product line are primarily Jeld-Wen and Woodgrain Millwork. Its foreign
competitors are primarily Andinos and Sincol from South America.

The Combined Company has identified four companies that focus on the
pre-hanging and installing doors and other building products to developers of
multi-family projects: Royal Door Ltd. located in Houston, Texas, Daven Products
based in Dallas, Texas, Delta Millwork in Orlando, Florida and Universal
Construction Company located in Orlando, Florida.

INFLATION AND RAW MATERIALS

During the past several years, the rate of general inflation has been
relatively low and has not had a significant impact on the Combined Company's
results of operations. The Combined Company purchases raw materials, including
aluminum, glass, wood and vinyl, that are subject to fluctuations in price that
may not reflect the rate of general inflation. These materials fluctuate in
price based on supply and demand. Historically, there have been periods of
significant and rapid aluminum and wood price changes, both upward and downward,
with a concurrent short-term impact on the Combined Company's operating margins.
The Combined Company has historically mitigated the effects of these
fluctuations over the long-term by passing through price increases to its
customers and through other means. For example, the

Atrium Business enters into forward commitments for aluminum billet to hedge
against price changes. See the footnotes to Atrium's Consolidated Financial
Statements for the year ended December 31, 1997. The primary raw materials used
in the production of the Combined Company's windows and doors are readily
available and are procured from numerous suppliers. Currently, wood is purchased
through multiple sources from around the world, with little dependence on one
company or one country.

SEASONALITY

The new home construction market and the market for external repairs and
remodeling in northern climates are seasonal, with increased related product
sales in the second and third quarters. The market for interior repairs and
remodeling in northern climates tends to grow in the fourth and first quarters.
Although this results in seasonal fluctuations in the sales of certain of the
Combined Company's products, the complementary nature of the Atrium Business'
and the Wing Business' selling seasons should mitigate for the Combined Company
what had historically been a more significant seasonal variation in working
capital requirements before the Transactions.

CYCLICALITY

Demand in the window and door manufacturing and distribution industry is
influenced by new home construction activity and the demand for repair and
remodeling. For the 12 months ended June 30, 1998, the Combined Company believes
that approximately 45% of its pro forma consolidated revenues were related to
new home construction. Trends in the housing sector directly impact the
financial performance of the Combined Company. Accordingly, the strength of the
U.S. economy, the age of existing home stock, job growth, interest rates and
migration of the inter/intra U.S. population have a direct impact on the
Combined Company. Cyclical declines in new housing starts may adversely impact
the Combined Company and there can be no assurance that any such adverse effects
would not be material. See "Risk Factors--Cyclicality."

EMPLOYEES

The Combined Company employs approximately 3,000 persons, of whom
approximately 2,950 are employed at the Combined Company's manufacturing
facilities and distribution centers and approximately 50 are employed at
corporate headquarters. Approximately 1,200 of the Combined Company's hourly
employees are covered by collective bargaining agreements. The Issuer entered
into collective bargaining agreements in 1998 with the United Needle and
Industrial Trade Employee Union, SWRJB, ACTWU, AFL-CIO-CLC, covering certain
employees at the Atrium Aluminum, H-R Windows, Atrium Wood and Extruders
manufacturing facilities, all of which expire in May, 2001.

In addition, the Issuer has collective bargaining agreements with The Sheet
Metal International Association Local Union NO. 54, due to expire on September
30, 2001, for its Kel-Star operations and Local Union 2743, Southern Council of
Industrial Workers, Chartered By United Brotherhood of Carpenters and Joiners of
America, AFL/CIO, due to expire on October 6, 2001, for its Woodville Extruders
operations. There are no union affiliations in connection with the Atrium
Business' Bishop facilities or with the Wing or Darby Businesses. The Combined
Company may experience additional union-organizing activities in the future,
which may result in the negotiation of additional collective bargaining
agreements. There is no assurance that any additional negotiations or collective
bargaining agreements would not have an adverse effect on the results of
operations of the Combined Company. The Combined Company believes that its
relationship with its employees is satisfactory.

FACILITIES

The Combined Company's operations are conducted at the owned or leased
facilities described below:

CAPACITY
(SQUARE) OWN
LOCATION PRINCIPAL USE FEET LEASE
- -------------------------------- ---------------------------------------------------------- ----------- -----------

Dallas, Texas*.................. Fabrication (H-R Windows) 186,000
Fabrication (Atrium Wood) 266,000
Fabrication (Atrium Vinyl) 90,000
-----------
542,000 Lease
Irving, Texas................... Fabrication (Atrium Aluminum) 147,218
Extrusion (North Texas Die & Tool) 1,400
-----------
148,618 Own
Irving, Texas................... Distribution (Atrium Door & Window Distributors of Texas)
22,000
Fabrication (Atrium Aluminum) 98,000
-----------
120,000 Own
Wylie, Texas.................... Extrusion (Extruders) 100,000 Own
Carrollton, Texas............... Extrusion (Dow-Tech) 25,200 Lease
Phoenix, Arizona................ Distribution (Atrium Door & Window Distributors of
Arizona) 44,743 Lease
Las Vegas, Nevada............... Distribution (Atrium Door & Window Distributors of Nevada) 30,400 Lease
Woodville, Texas................ Fabrication (Kel-Star Building Products) 180,000
Extrusion (Woodville Extruders) 120,000
-----------
300,000 Lease
San Antonio, Texas.............. Distribution (H-R Distributors) 10,000 Lease
Anaheim, California............. Fabrication (ADW--West Coast) 80,000 Lease
Union City, California.......... Distribution (ADW--West Coast) 10,000 Lease
Portland, Oregon................ Distribution (ADW--West Coast) 10,000 Lease
Salt Lake City, Utah............ Distribution (ADW--West Coast) 10,000 Lease
Clinton, Massachusetts.......... Fabrication (ADW-New England) 31,000 Own
Bridgeport, Connecticut......... Fabrication (ADW-Northeast) 75,000 Lease
Farmingdale, New York........... Distribution (Atrium Door & Window Distributors of New
York) 6,000 Lease
Greenville, Texas............... Manufacture of solid wood and hollow core bi-fold and
passage doors; pre-hanging; warehouse; office 180,000 Own
Greenville, Texas............... Door finishing operation; custom door manufacture;
warehouse; office 30,000 Lease
Hanover Park, Illinois.......... Manufacture of hollow core bi-fold and passage doors;
pre-hanging; warehouse 73,000 Lease
Allentown, Pennsylvania......... Manufacture of hollow core bi-fold and passage doors; door
pre-hanging; warehouse 105,000 Lease
Cleveland, Ohio................. Door pre-hanging; warehouse 30,000 Lease
Charlotte, North Carolina....... Door pre-hanging; warehouse 40,000 Lease
Florence, Alabama*.............. Door pre-hanging; distribution warehouse; office 60,000 Lease
-----------
TOTAL 2,060,961
-----------
-----------

- ------------------------
* Leased from affiliates of certain stockholders. See "Certain Relationships
and Related Transactions--Facility Leases."

The Combined Company maintains its corporate headquarters in Dallas, Texas.
The facilities provide approximately 11,000 square feet and are leased for a
seven-year term expiring in 2004.

The Combined Company believes that its manufacturing plants are generally in
good operating condition and are adequate to meet future anticipated
requirements.

BACKLOG AND MATERIAL CUSTOMERS

The Combined Company has no material long-term contracts. Orders are
generally filled within 5 to 7 days of receipt. The Combined Company's backlog
is subject to fluctuation due to various factors, including the size and timing
of orders for the Combined Company's products and is not necessarily indicative
of the level of future revenue.

The Combined Company's sales are concentrated with one of the leading home
center retailers, Home Depot. For the 12 months ended June 30, 1998, Home Depot
accounted for approximately 20.5% of the Combined Company's pro forma
consolidated revenues.

GOVERNMENT REGULATION AND ENVIRONMENTAL MATTERS

The Combined Company is subject to numerous federal and state statutes and
regulations relating to, among other things, air and water quality, the
discharge of materials into the environment, and safety and health issues. The
Combined Company does not expect ongoing compliance with such provisions to have
a material impact on the Combined Company's earnings or competitive position in
the foreseeable future. Additionally, no significant capital expenditures are
anticipated related to ongoing compliance with such provisions. However, the
applicable requirements under the law are subject to amendment, and to the
imposition of new, other, or additional requirements and to changing
interpretations of agencies or courts. No assurance can be given that new, other
or additional requirements would not be imposed or that expenditures, including
material expenditures, would not be required to comply.

The Combined Company is involved in various stages of investigation and
cleanup relative to environmental protection matters, some of which relate to
waste disposal sites. The potential costs related to such matters and the
possible impact thereof on future operations have been assessed, and the
Combined Company believes that it has made adequate provision for these costs
such that they will have no material adverse effect upon the financial condition
or operations of the Combined Company. The Combined Company cannot be certain
that significant capital expenditures will not become necessary for
investigation and cleanup of environmental conditions which are currently
unknown. The Issuer and/or its subsidiaries have been named as a party in
several government enforcement and private actions associated with old waste
disposal sites, some of which are on the U.S. Environmental Protection Agency's
Superfund priority list. These actions seek cleanup costs and in some cases,
damages for personal injury or property damage. Given the uncertain nature of
liability under CERCLA for Superfund sites, and uncertainties regarding factual
circumstances, the remedy to be implemented, and other factors, the Combined
Company cannot determine with certainty the extent of its liability, if any.
However, the Combined Company does not believe, based upon the information
available at this time, that the outcome of the matters discussed above will
result in liability which exceeds the limited amount of its alleged contribution
to the respective sites, and does not believe that there will be any material
adverse effect on the Combined Company's financial condition, results of
operations or liquidity.

LEGAL PROCEEDINGS

The Combined Company is involved from time to time in litigation arising in
the ordinary course of its business, none of which, after giving effect to the
Combined Company's existing insurance coverage, is expected to have a material
adverse effect on the Combined Company.

THE TRANSACTIONS

THE MERGER

On October 2, 1998, Merger Sub was merged with and into Atrium Corp. with
Atrium Corp. as the surviving corporation pursuant to the Merger Agreement.
Merger Sub was a wholly-owned subsidiary of Holdings, whose stockholders include
GEIPPPII and Ardatrium, an affiliate of Ardshiel, Inc. GEIPPPII is a private
equity partnership affiliated with GE Investments, a wholly-owned investment
management subsidiary of General Electric Company. Ardshiel is a private equity
investment firm based in New York which has completed more than 35 transactions
since its inception in 1975. GEIPPPII and Ardshiel and its affiliates have
co-invested in five previous transactions.

Pursuant to the terms of the Merger Agreement, all of the outstanding equity
securities of Atrium Corp. were converted into the right to receive the Merger
Consideration (other than $2.7 million of equity securities of Atrium Corp.
owned by certain members of management of Atrium Corp. which were converted into
comparable equity securities of Holdings). The Merger Consideration was funded
in part with (i) $50.0 million in cash comprising the Merger Sub Contribution
that became an asset of Atrium Corp. in the Merger, (ii) $20.0 million in cash
proceeds from the Discount Debentures Issuance, (iii) approximately $24.0 in
cash proceeds from the Intercompany Loan which was funded by a portion of the
proceeds of a term loan to the Issuer under the Credit Facility (as defined
herein) and (iv) $0.2 million in cash proceeds from the issuance of common stock
of Holdings to certain members of management of Atrium followed by a capital
contribution of such proceeds by Holdings to Atrium Corp. See "Description of
Certain Indebtedness."

THE RECAPITALIZATION

GEIPPPII and Ardatrium formed Holdings, acquiring all of its outstanding
common stock for an aggregate purchase price of $50.0 million. Holdings formed
Merger Sub as a wholly-owned subsidiary and contributed the Merger Sub
Contribution in exchange for all of Merger Sub's outstanding common stock.

Immediately prior to the consummation of the Merger, all of the outstanding
subordinated debt and warrants to purchase common stock of each of WIH and Door
(other than certain warrants to purchase common stock of WIH held by Ardshiel)
were converted into common stock of WIH and Door, respectively. The stockholders
of WIH and Door contributed their common stock in WIH and Door to Holdings in
exchange for common stock of Holdings and warrants to purchase Common Stock of
Holdings were substituted for certain warrants to purchase common stock of WIH
held by Ardshiel. Immediately after the consummation of the Merger, Holdings
contributed all of the common stock of WIH and Door to Atrium Corp., which in
turn contributed the common stock of WIH and Door to Atrium. Houlihan Lokey, an
independent investment banking firm, appraised the aggregate value of the WIH
and Door common stock contributed to Atrium at $52.0 million.

THE CREDIT FACILITY AND THE CONTINGENT CAPITAL CONTRIBUTION

To finance the payment of a portion the Merger Consideration, the Existing
Debt Repayment, a portion of the Change of Control Offer and related fees and
expenses, the Issuer entered into the Credit Facility. Amounts used to finance a
portion of the Merger Consideration were loaned by the Issuer to Atrium Corp.
pursuant to the Intercompany Loan. See "Certain Relationships and Related
Transactions." The Credit Facility is comprised of two term loan facilities in
the amounts of $75.0 million and $100.0 million and a revolving credit facility
and letter of credit sub facility in the amounts of $30.0 million and $5.0
million, respectively. Borrowings under the Credit Facility bear interest at the
Issuer's option at either (a) the greater of (i) the Administrative Agent's
corporate base rate and (ii) the federal funds rate plus 0.5% per annum, plus in
each case, the Applicable Margin or (b) LIBOR plus the Applicable Margin.

Upon the consummation of the Merger, $75.0 million of the $100.0 million
term loan facility was placed in the Escrow to fund a portion of the amounts
payable, if any, in the Change of Control Offer. Any revolving loans the
proceeds of which remain in escrow after the Change of Control Expiration Date
mature on the next succeeding day.

In addition, upon consummation of the Merger, GEIPPPII and Ardatrium
deposited into the Escrow $25.0 million. In the event amounts are payable in the
Change of Control Offer, some or all of such fund will be used to purchase
Discount Debentures from Atrium Corp. The proceeds of such Discount Debentures
will then be advanced by Atrium Corp. to the Issuer in the Contingent Capital
Contribution to pay, together with the other amounts place in escrow described
in the preceding paragraph, amounts payable in the Change of Control Offer.

The balance (which will not exceed $1.0 million, plus accrued and unpaid
interest on the Notes, if any), if any, of amounts payable in excess of $100.0
million in the Change of Control Offer will be paid from available cash or
financed with the proceeds of revolving loans under the Credit Facility.

MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

The following table provides information concerning the directors and the
executive officers of Holdings and its subsidiaries.

NAME AGE POSITION
- ---------------------------------------------------- ----- ----------------------------------------------------

Randall S. Fojtasek................................. 35 President, Chief Executive Officer and Director
R.L. Gilmer......................................... 45 Chief Operating Officer and Director
Jeff L. Hull........................................ 32 Chief Financial Officer, Treasurer and Secretary
Louis W. Simi, Jr................................... 58 Executive Vice President, Atrium Companies, Inc.
Michael Quadhamer................................... 34 President, Wing Industries, Inc.
Cliff Darby......................................... 32 President, R.G. Darby Company, Inc. and Total Trim,
Inc.
Sam A. Wing, Jr..................................... 75 Chairman Emeritus and Director
Daniel T. Morley.................................... 46 Chairman of the Board of Directors
James G. Turner..................................... 30 Vice President and Director
Roger A. Knight..................................... 39 Director
Andreas Hildebrand.................................. 31 Director
Donald W. Torey..................................... 41 Director
Nimrod Natan........................................ 35 Director

Randall S. Fojtasek has served as President and Chief Executive Officer and
Director of Holdings since the closing of the Transactions. Prior to that, Mr.
Fojtasek served as President and Chief Executive Officer of the Issuer from
1993. From 1989 to 1993, he served as Vice President of Operations and General
Manager of Atrium Door & Window Company. Mr. Fojtasek has served as a Director
of the Issuer since 1988.

R.L. Gilmer has served as the Chief Operating Officer and Director of
Holdings since the closing of the Transactions. Mr. Gilmer has also served as
President and Chief Executive Officer of WIH since 1996. Prior to that, he was
Vice President of Wing from July 1993 to October 1996. Mr. Gilmer has served
Wing in various capacities since 1986 including as Controller and Manufacturing
Manager. Prior to joining Wing, Mr. Gilmer was with the accounting firm of
Arthur Andersen & Co. Mr. Gilmer is a certified public accountant.

Jeff L. Hull has served as Chief Financial Officer, Treasurer and Secretary
of Holdings since the closing of the Transactions. Prior to that, Mr. Hull
served as Chief Financial Officer of the Issuer from April 1996 and Secretary
and Treasurer of the Issuer from December 1996. Prior to that, Mr. Hull managed
the asset/liability department of AmVestors Financial Corporation (NYSE:AMV)
from June 1995. From 1990 to 1994, he was an audit manager with the accounting
firm of Deloitte & Touche. Mr. Hull is a certified public accountant.

Louis W. Simi, Jr. has served as Executive Vice President, Atrium Companies,
Inc. since the closing of the Transactions. Mr. Simi served as Executive Vice
President of the Issuer from 1993 to October 1998 and General Manager of Atrium
Aluminum, a division of the Issuer, from 1971 to 1998. Mr. Simi also served as
Director of the Issuer from July 1995 to November 1996. He has served in other
capacities with the Issuer and its subsidiaries since 1966.

Michael Quadhamer has served as President of Wing since the closing of the
Transactions. Prior to that, he served as Vice President and Chief Financial
Officer of WIH from October 1996 until October 1998. Mr. Quadhamer has served
Wing in various capacities since 1991 including as Controller and as Director of
Global Operations. Prior to joining Wing, he worked for the accounting firm of
Arthur Andersen & Co. Mr. Quadhamer is a certified public accountant.

Cliff Darby has served as President of Darby since the closing of the
Transactions. Prior to that, Mr. Darby served as President of Darby from 1993
and has worked for Darby since 1988, performing numerous functions including
overseeing operations in the door plant, installing materials for Total Trim,
Inc., sales, and pricing of jobs.

Sam A. Wing, Jr. has served as Chairman Emeritus and Director since the
closing of the Transactions. Mr. Wing has served Wing in various capacities
since 1946, including as Chairman Emeritus from 1996 until October 1998, as
Chairman and Chief Executive Officer from 1995 until 1996 and as Chairman from
1994 until 1995. Prior to that, Mr. Wing was Chairman and Chief Executive
Officer of Wing from 1969 to 1994, having joined Wing in 1946.

Daniel T. Morley has served as Chairman of the Board of Directors of
Holdings since the closing of the Transactions. Mr. Morley has served as
President of Ardshiel since 1997 and Chairman of WIH since 1996 and Door since
January 1998. Mr. Morley also serves as Chairman of Astro Textiles, Inc. and
Koala Holdings, Inc.

James G. Turner has served as Vice President and Director of Holdings since
the closing of the Transactions. Mr. Turner has served as a Principal of
Ardshiel since June 1997. Mr. Turner has also served as a Director of WIH since
October 1997 and Door since December 1997. From March 1994 until June 1997, Mr.
Turner worked as Associate for Ardshiel. Prior to that, Mr. Turner worked for
Chemical Banking Corp. from 1991.

Roger A. Knight has served as Director of Holdings since the closing of the
Transactions. Mr. Knight has served as a Principal of Ardshiel since May 1998.
Prior to joining Ardshiel, he worked for the accounting firm of
PricewaterhouseCoopers LLP (formerly Coopers & Lybrand L.L.P.) from 1991. Mr.
Knight is a certified public accountant.

Andreas Hildebrand has served as Director of Holdings since the closing of
the Transactions. Mr. Hildebrand is Vice President--Private Equities of GE
Investments (as defined below). Mr. Hildebrand also served as a Director of WIH
since October 1997 and of Door since January 1998. He has served in other
capacities with GE Investments during the past five years. Mr. Hildebrand is
also a Director of Eagle Family Foods Holdings, Inc.

Donald W. Torey has served as Director of Holdings since the closing of the
Transactions. Mr. Torrey is Executive Vice President of General Electric
Investment Corporation and General Electric Investment Management Incorporated
(collectively, "GE Investments") and Trustee of General Electric Pension Trust.
He has served in other capacities with GE Investments during the past five
years.

Nimrod Natan has served as Director of Holdings since the closing of the
Transactions. Mr. Natan has served as a Principal of Ardshiel since 1997. Mr.
Natan also serves as a director of Wing and Astro Holdings, Inc. Prior to
joining Ardshiel in 1997, Mr. Natan was a management consultant with Gemini
Consulting for four years.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

COMPENSATION OF NAMED EXECUTIVE OFFICERS. The following table provides
certain summary information for the years ended December 31, 1996 and December
31, 1997 concerning compensation paid or accrued by the Combined Company to or
on behalf of the Chief Executive Officer and the four other most

highly compensated persons functioning effectively as executive officers of the
Combined Company whose combined salary and bonus exceeded $100,000 during such
period (the "Named Executive Officers"):

ANNUAL COMPENSATION
----------------------------------------
OTHER
ANNUAL ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION COMPENSATION
POSITION(1) YEAR ($) ($) ($)(2) ($)
- ----------------------------------------------- ----------- --------- ---------- ----------------- -------------

Randall S. Fojtasek............................ 1997 350,000 125,000(4) -- 308,928(3)
President and Chief Executive Officer 1996 303,865 3,075,000 -- 221,500(5)

R.L. Gilmer.................................... 1997 138,679 70,000 -- --
Chief Operating Officer 1996 106,113 286,889 -- --

Louis W. Simi, Jr.............................. 1997 125,000 250,690 -- 106,025(3)
Executive Vice President, 1996 125,000 270,681 -- 282,886(5)
Atrium Companies, Inc.

Michael Quadhamer.............................. 1997 118,000 70,000 -- 3,000(6)
President, Wing Industries, Inc. 1996 98,000 73,160 -- 450(6)

Cliff Darby.................................... 1997 150,000 66,000 -- 8,000(7)
President, R.G. Darby 1996 150,000 66,000 -- 8,000(7)
Company, Inc. and Total Trim, Inc.

- ------------------------

(1) Messrs. Fojtasek's and Simi's compensation was paid by the Issuer, Messrs.
Gilmer's and Quadhamer's compensation was paid by Wing and Mr. Darby's
compensation was paid by Darby.

(2) Perquisites related to automobile allowances are excluded since the
aggregated amounts are the lesser of $50,000 or 10% of the total annual
salary.

(3) Amounts represent fees received in connection with the termination of the
purchase and sale agreement to acquire PlyGem Industries, Inc.

(4) Includes one-time bonus for completion of the Hicks Muse Transaction.

(5) In connection with the Heritage Transaction, certain members of management
were granted options at below fair market prices. Accordingly, compensation
expense is being recognized for financial statement purposes. Upon
completion of the Hicks Muse Transaction and the exercise of these options,
the compensatory portion of the options were reflected in the individual's
wages and in the Issuer's financial statements.

(6) Represents annual contribution to Wing's defined contribution plan.

(7) Represents annual contribution to Darby's profit sharing plan.

OPTION GRANTS DURING 1997. No options were granted to the Named Executive
Officers during the year ended December 31, 1997.

AGGREGATED OPTION EXERCISES AND FISCAL-YEAR-END OPTION VALUES. The
following table sets forth option exercises by the Named Executive Officers and
the value of the in-the-money unexercised options held at December 31, 1997.

SHARES NUMBER OF SECURITIES VALUE OF UNEXERCISED
ACQUIRED UNDERLYING UNEXERCISED IN-THE-MONEY
ON OPTIONS AT FY-END (#) OPTIONS AT FY-END
EXERCISE VALUE ---------------------------- -----------------------------
NAME (#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------- ----------- ------------- ------------- ------------- -------------- -------------

Randall S. Fojtasek................... -- -- 1,647,391 547,831 $ 2,561,543(1) $ 410,873(1)
R.L. Gilmer........................... -- -- 844 2,957 --(2) --(2)
Louis W. Simi, Jr..................... -- -- 102,247 408,990 145,986(1) 583,942(1)
Michael Quadhamer..................... -- -- 844 2,957 --(2) --(2)
Cliff Darby........................... -- -- -- -- -- --

- ------------------------

(1) Represents options held by the named individual to purchase the common stock
of Atrium Corp. Based on the fair market value of the option shares at
fiscal year end ($1.75 per share) less the exercise price per share payable
for such shares.

(2) Represents options held by the named individuals to purchase the common
stock of WIH. Based on the fair market value of the option shares of fiscal
year end ($1.00 per share) less the exercise price per share payable for
such shares.

OPTION PLANS

In connection with the Merger, the Board of Directors and stockholders of
Holdings adopted the D and W Holdings, Inc. 1998 Stock Option Plan (the "Option
Plan") providing for the grant of options to purchase common stock of Holdings
("Holdings Common Stock") to Key Employees and Eligible Non-Employees (as
defined by the Option Plan) of Holdings and its subsidiaries. The Option Plan
provides for the grant of options to purchase up to 11,991,142 shares of
Holdings Common Stock. In conjunction with the Merger, options to purchase
3,582,353 shares of Holdings Common Stock were granted to management of Door and
Wing in exchange for outstanding options to purchase stock of such entities.
Options to purchase an additional 8,153,588 shares of Holdings Common Stock were
granted to management of Holdings and its subsidiaries contemporaneously with
the Merger. After the Merger, 255,201 shares of Holdings Common Stock were
reserved for future grants under the Option Plan. The Option Plan is
administered by the Compensation Committee of the Board of Directors of
Holdings.

The Option Plan provides that options may be granted in the form of
incentive options qualified for favored tax treatment under Section 422 of the
Internal Revenue Code or in the form of non-qualified options, which do not
qualify under Section 422. All options granted in connection with the Merger are
non-qualified options. Unless otherwise provided by the Compensation Committee,
options granted under the Option Plan generally have a term of ten (10) years
from the date of grant and vest in equal installments annually over five years
dependent on continued employment. No option is exercisable until it has vested.
Options granted upon consummation of the Merger in exchange for outstanding
options of Door and Wing continue to vest on the schedule applicable to the
exchanged options. Of such options, options to purchase 371,138 shares of
Holdings Common Stock were fully vested upon grant. Of the options granted in
connection with the Merger, options to purchase 993,115 shares of Holdings
Common Stock will vest only in connection with a Value Event, defined as (i) the
sale of Holdings Common Stock by Holdings in an offering registered with the
Securities and Exchange Commission which constitutes a Qualifying Public
Offering (as defined in the Option Plan) (ii) Holdings merging or consolidating
with another corporation in a merger in which the surviving corporation has
freely tradeable common stock, or (iii) the sale or transfer of substantially
all of the assets of Holdings and its subsidiaries, taken as a whole. The
exercise price of all options was set by the Compensation Committee upon grant,
and with respect to

incentive options is at least equal to the fair market value of the Holdings
Common Stock on the date of grant.

Options are nontransferable other than in accordance with the laws of
descent and distribution. Unvested options will expire, unless otherwise
provided by the Compensation Committee, upon the optionee's death, disability or
termination of employment for any reason. Upon an optionee's death or disability
the optionee or his or her representative or heir will have the right to
exercise the vested portion of any options for 180 days after the date of death
or disability. Upon termination for Cause (as defined by the Option Plan) or
voluntary termination by the optionee without Good Reason (as defined by the
Option Plan) all vested options will automatically expire. Upon termination of
employment for any other reason, including retirement or termination without
cause, the optionee will have the right to exercise the vested portion of any
option for 30 days after the date of termination. Also, upon termination of an
optionee's employment for any reason, Holdings will have the right to purchase
outstanding options and any shares of Holdings Common Stock held by the optionee
as a result of the exercise of an option. If termination occurs with Cause, the
purchase price will be the lesser of the Fair Market Value (as defined by the
Option Plan) of the Holdings Common Stock or the original cost of the shares or
options purchased, minus the exercise price of any options purchased. In all
other cases, the purchase price will be equal to the Fair Market Value of the
Holdings Common Stock, minus the exercise price of any options purchased.

REPLACEMENT STOCK OPTION PLAN

In addition to the Option Plan, the Board of Directors and stockholders of
Holdings adopted the Holdings Replacement Stock Option Plan (the "Replacement
Plan") to govern the terms of certain options to purchase Holdings Common Stock
which were granted in replacement of outstanding options of Atrium Corp. in
connection with the Merger. Under the Replacement Plan, options to purchase in
aggregate of 1,575,000 shares of Holdings Common Stock were granted in exchange
for outstanding options of Atrium Corp. which were not cashed out pursuant to
the Merger Agreement. The options granted pursuant to the Replacement Plan vest
ratably over a period of five years on each anniversary date of the grant. The
replacement options have an exercise price of $0.01 per share.

Upon termination of an optionee's employment, Holdings shall have the right
to repurchase from the optionee all or any portion of their replacement option.
In the event such termination of employment is for cause, as defined by the
Replacement Plan, the price per option repurchased will be equal to the lesser
of $1.00 per underlying share and the Market Value Per Share of Holdings Common
Stock, as defined by the Replacement Plan, in either case, minus $0.01 per
share. If termination occurs for any reason other than cause, the repurchase
price will, (i) for the unvested portion of an option be equal to the lesser of
the Market Value Per Share and $1.00 per share, in each case minus $0.01 per
share, and (ii) for the vested portion of an option, be equal to the greater of
Market Value Per Share or $1.00, in each case minus $0.01 per share. Upon
exercise of any vested portion of a replacement option, Holdings may require the
optionee to execute a buy-sell agreement containing provisions similar to the
repurchase provisions described above, as a condition to such option exercise.

The Replacement Plan provides that all options granted thereunder are in the
form of nonqualified option, which are options that do not qualify for favored
tax treatment under Section 422 of the Internal Revenue Code. The replacement
options have a term of 20 years from the date of grant subject to early
termination in connection with termination of employment. No option is
exercisable until it is vested. Replacement options are not transferable by an
optionee, either voluntary or involuntarily or by operation of law, except that
options may be transferred to an optionee's family members or personal
representative, so long as the transferee agrees to be bound by the provisions
of an option agreement and Replacement Plan.

EMPLOYMENT AGREEMENTS

Upon the consummation of the Merger, Mr. Fojtasek entered into an employment
agreement with Holdings pursuant to which he serves as President and Chief
Executive Officer of Holdings. Mr. Fojtasek also serves as a member of the Board
of Directors of Holdings. Under the terms of Mr. Fojtasek's employment
agreement, he is entitled to receive an annual base salary of $350,000, subject
to increase at the discretion of the Board of Directors. The agreement provides
that Mr. Fojtasek may receive an annual performance bonus in the amount of up to
$150,000 as set by the Board of Directors. Mr. Fojtasek's employment agreement
has a three-year term commencing as of the closing of the Merger. Pursuant to
the agreement, Mr. Fojtasek was granted a warrant to purchase 2,841,221 shares
of common stock of Holdings ("Warrant A"). Warrant A is immediately exercisable
upon grant, at an exercise price of $.01 per share. The term of Warrant A is ten
years. In addition, Mr. Fojtasek was granted a warrant to purchase 1,894,148
shares of Holdings Common Stock ("Warrant B"), which shares may be purchased at
an exercise price of $1.00 per share. Warrant B will become exercisable only
after the date on which the $50,000,000 aggregate investment in Holdings made
contemporaneously with the Merger by GEIPPPII and Ardatrium achieves an internal
rate of return of 8%. The term of Warrant B is also ten years. The agreement
also provides that in the event Mr. Fojtasek is terminated by Holdings without
cause or terminates his employment for good reason, as defined in the agreement,
Holdings will pay to Mr. Fojtasek a payment (i) in a lump sum of his annual base
salary earned or accrued through the termination date, reimbursement of his
reasonable and necessary expenses, any unpaid accrued vacation pay and any
amount arising from his benefits to be received pursuant to Holdings' investment
plans, (ii) in regular installments his then annual base salary (plus an amount
in reimbursement for certain expenses equal to $2,000 per month) for a period
that ends on the later of (A) the last day of his employment term or (B) 18
months from the termination date, and (iii) an annual bonus in an amount equal
to $50,000 for each year in the remainder of his employment term. Pursuant to
the agreement, Mr. Fojtasek agrees not to compete with the Holdings until the
later of (x) the expiration of the term of his employment agreement and (y) 18
months after the termination of his employment under the agreement. In addition,
in exchange for certain warrants to purchase common stock of Atrium Corp., Mr.
Fojtasek received a warrant to purchase 1,000,000 shares of Holdings Common
Stock at a price of $.01 per share with a term of twenty years.

Upon consummation of the Merger, Mr. Hull entered into an employment
agreement with Holdings pursuant to which he serves as Chief Financial Officer
of Holdings. Under the terms of Mr. Hull's employment agreement, he is entitled
to receive an annual base salary of $155,000, subject to increase at the
discretion of the Board of Directors. The agreement provides that Mr. Hull may
receive an annual performance bonus of up to $100,000, (a) 50% of which will be
payable contingent on achievement of Holdings' EBITDA plan, (b) 35% of which
will be payable upon achievement of Board of Director's established targets for
bad debt collections, account receivable days and month end closing and (c) 15%
of which will be payable contingent on achievement of management's objectives
set from time to time by the Board of Directors. Mr. Hull's employment agreement
has a four year term commencing as of the closing of the Merger. Pursuant to the
agreement, Mr. Hull received options to purchase 1,183,842 shares of Holdings
Common Stock pursuant to the Option Plan. The options have an exercise price of
$1.00 per share, subject to adjustment under the Option Plan, and will vest in
equal installments over four years from the date of grant. The agreement also
provides that in the event Mr. Hull is terminated by Holdings without cause, or
terminates his employment for good reason, Holdings will pay to Mr. Hull a
payment (i) in a lump sum of his annual base salary earned or accrued through
the termination date, reimbursement of his reasonable and necessary expenses,
any unpaid accrued vacation pay and any amount arising from his benefits to be
received pursuant to Holdings' investment plans, (ii) of a prorated portion of
his incentive bonus and (iii) of one-twelfth of his annual base salary on the
date of termination together with 80% of his maximum incentive bonus for each
month during a period of twelve months following the date of his termination.
Such payments would also be made if Mr. Hull's employment is terminated by
Holdings in connection with a change of control of Holdings, as defined in the
agreement. Pursuant to the agreement, Mr. Hull agrees not to compete with
Holdings until (i) one year following termination by

Holdings for cause or due to disability or as a result of termination initiated
by him without good reason, or (ii) the last day of any period he is receiving
severance payments upon termination by Holdings without cause or upon a change
of control, or as a result of termination initiated by him with good reason.

Upon consummation of the Merger, Mr. Gilmer entered into an employment
agreement with Holdings pursuant to which he serves as Chief Operating Officer
of Holdings. Under the terms of Mr. Gilmer's employment agreement, he is
entitled to receive an annual base salary of $215,000, subject to increase at
the discretion of the Board of Directors. The agreement provides that Mr. Gilmer
may receive an annual performance bonus of up to $125,000, (a) 75% of which will
be payable contingent on achievement of Holdings' EBITDA plan, (b) 15% of which
will be payable contingent on achievement of management objectives set from time
to time by the Board of Directors and (c) 10% of which will be payable
contingent on achievement of a target return on equity for Holdings set by the
Board of Directors. Mr. Gilmer's employment agreement has a four year term
commencing as of the closing of the Merger. Pursuant to the agreement, Mr.
Gilmer received options to purchase 1,183,842 shares of Holdings Common Stock
upon the same terms as the options received by Mr. Hull. The agreement also
provides that in the event Mr. Gilmer is terminated by Holdings without cause,
or terminates his employment for good reason, Holdings will pay to Mr. Gilmer a
payment (i) in a lump sum of his annual base salary earned or accrued through
the termination date, reimbursement of his reasonable and necessary expenses,
any unpaid accrued vacation pay and any amount arising from his benefits to be
received pursuant to Holdings' investment plans, (ii) of a prorated portion of
his incentive bonus and (iii) of one-twelfth of his annual base salary on the
date of termination together with 80% of his maximum base incentive bonus for
each month during a period of twelve months following the date of his
termination. Such payments would also be made if Mr. Gilmer's employment is
terminated by Holdings in connection with a change of control of Holdings, as
defined in the agreement. Pursuant to the agreement, Mr. Gilmer agrees not to
compete with Holdings until (i) one year following termination by Holdings for
cause or due to disability or as a result of termination initiated by him
without good reason, or (ii) the last day of any period he is receiving
severance payments upon termination by Holdings without cause or upon a change
of control, or as a result of termination initiated by him with good reason.

Upon consummation of the Merger, Mr. Quadhamer entered into an employment
agreement with Wing pursuant to which he serves as President of Wing. Under the
terms of Mr. Quadhamer's employment agreement, he is entitled to receive an
annual base salary of $155,000, subject to increase at the discretion of the
Board of Directors. The agreement provides that Mr. Quadhamer may receive an
annual performance bonus of up to $100,000, (a) 25% of which will be payable
contingent on achievement of Wing's EBITDA plan, (b) 50% of which will be
payable contingent on achievement of Holdings' EBITDA plan and (c) 25% of which
will be payable upon achievement of Board of Director's established targets for
accounts receivable days, accounts payable days, inventory days, fixed asset
turnovers and workers compensation claims. Mr. Quadhamer's employment agreement
has a four year term commencing as of the closing of the Merger. Pursuant to the
agreement, Mr. Quadhamer received options to purchase 1,183,842 shares of
Holdings Common Stock upon the same terms as the options received by Mr. Hull.
The agreement also provides that in the event Mr. Quadhamer is terminated by
Wing without cause, or terminates his employment for good reason, Wing will pay
to Mr. Quadhamer a payment (i) in a lump sum of his annual base salary earned or
accrued through the termination date, reimbursement of his reasonable and
necessary expenses, any unpaid accrued vacation pay and any amount arising from
his benefits to be received pursuant to the Wing investment plans, (ii) of a
prorated portion of his incentive bonus and (iii) of one-twelfth of his annual
base salary on the date of termination together with 80% of his maximum
incentive bonus for each month during a period of twelve months following the
date of his termination. Such payments would also be made if Mr. Quadhamer's
employment is terminated by Wing in connection with a change of control of Wing,
as defined in the agreement. Pursuant to the agreement, Mr. Quadhamer agrees not
to compete with Wing and its affiliates until (i) one year following termination
by Wing for cause or due to disability or as a result of termination initiated
by him without good reason, or (ii) the last

day of any period he is receiving severance payments upon termination by Wing
without cause or upon a change of control, or as a result of termination
initiated by him with good reason.

On January 9, 1998, Cliff Darby entered into an employment agreement with
Door for a term commencing on January 9, 1998 through and including December 31,
2001. This agreement continues to be in full force and effect. Under the terms
of Mr. Darby's employment agreement, he is entitled to receive an annual base
salary of $150,000, subject to increase at the discretion of the Board of
Directors of Door. The agreement also provides that in the event Mr. Darby is
terminated by Door without cause, as defined in the agreement, Door will pay to
Mr. Darby a payment (i) in a lump sum of an amount equal to all compensation
accrued and unpaid as of the date of termination; and (ii) in equal semi-monthly
installments in an amount equal to the compensation to which Mr. Darby would
have been entitled under the agreement for a period of one year if the agreement
had not been terminated. Pursuant to the agreement, Mr. Darby has agreed not to
compete with the business of Door for a period of five years from the date of
the agreement, whether the agreement terminates prior to the end of such five
year period; provided that the non-competition covenant shall apply for one year
following termination without cause by Door regardless of the date of
termination.

Upon consummation of the Merger, Mr. Darby received options to purchase
466,101 shares of Holdings Common Stock, with an exercise price of $1.00 per
share. Such options vest over a five year period from the date of grant.

BOARD OF DIRECTORS

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Daniel T. Morley, Andreas Hildebrand and Randall S. Fojtasek serve as
members of the Holdings Compensation Committee.

AUDIT COMMITTEE

James G. Turner and Roger A. Knight serve as the Holdings Audit Committee.

NON-EMPLOYEE DIRECTOR COMPENSATION

Any member of the Board of Directors who is not an officer or employee of
the Combined Company does not receive compensation for serving on the Board of
Directors. The Combined Company anticipates compensating non-employee Directors
not affiliated with GEIPPPII or Ardshiel in the future for their service on the
Board.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

THE DISCOUNT DEBENTURES

To fund a portion of the Merger Consideration, Atrium Corp. issued $20.0
million of the Discount Debentures to GEIPPPII and Ardatrium in the Discount
Debenture Issuance. To the extent any of the Notes are tendered in the Change of
Control Offer, Atrium Corp. will issue additional Discount Debentures to
GEIPPPII and Ardatrium in the Additional Discount Debenture Issuance and
contribute the proceeds to the Issuer as a capital contribution to fund a
portion of the Change of Control Price. To finance its purchase of such
additional Discount Debentures, if any, GEIPPPII and Ardatrium placed in escrow
upon the consummation of the Merger $25.0 million (the "Sponsor Escrowed
Amount"). See "Description of Certain Indebtedness--Discount Debentures."

Holdings has agreed to cause (i) the Issuer to make dividend payments to
Atrium Corp. to enable Atrium Corp. to make interest and principal payments on,
or to repurchase, redeem or prepay (at par plus accreted value and unpaid
interest), the Discount Debentures, to the extent the Issuer has funds legally
available for the payment of such dividends and the Issuer is not prohibited
from making such dividend payments by the terms of any contract to which it is a
party and (ii) Atrium Corp., to the extent Atrium Corp. is not prohibited from
doing so by the terms of any contract to which it or Holdings is a party, to pay
interest and principal on, or to repurchase, redeem or repay, the Discount
Debentures from the proceeds of any such dividend payment. In addition, Holdings
has granted GEIPPPII and Ardatrium the right to require Holdings to register
under the Securities Act any or all such Discount Debentures then held by such
noteholder.

Subject to certain exceptions, Ardatrium has agreed not to sell, transfer or
otherwise dispose of its Discount Debentures. In addition, Ardatrium has certain
rights and is subject to certain obligations in the event of certain transfers
by GEIPPPII of its Discount Debentures and is entitled, under certain
circumstances, to require GEIPPPII to sell or otherwise dispose of its Discount
Debentures and Equity Securities (as defined in the Stockholders Agreement
referred to below) in an arm's length transaction to any person or persons who
are not affiliates of Ardshiel or purchase Ardatrium's Discount Debentures and
Equity Securities. See "--The Stockholders Agreement."

INTERCOMPANY LOAN

To fund a portion of the Merger Consideration, Atrium Corp. issued a
$24,028,694.75 subordinated intercompany note to the Combined Company in the
Intercompany Loan. The Combined Company in turn used a portion of the proceeds
from the term loan to the Combined Company under the Credit Facility to fund the
Intercompany Loan. The Intercompany Loan bears interest at a rate of 5.66% per
annum computed semiannually, is subordinated to the senior indebtedness of
Atrium Corp. (including without limitation indebtedness under Atrium Corp.'s
guarantee of the Credit Facility and the Discount Debentures), and will mature
on April 2011. Interest shall be paid in cash semi-annually to the Combined
Company on each October 15 and April 15, commencing on April 15, 1999; PROVIDED,
HOWEVER, that, at the option of Atrium Corp., any installment of interest may
instead be accrued and be paid on any subsequent interest payment date or on the
maturity date. Pursuant to subordination provisions, no payments on the
Intercompany Loan may be made until after all obligations owing under senior
indebtedness of Atrium Corp. are paid in full.

THE STOCKHOLDERS AGREEMENT

GEIPPPII, Ardatrium and certain of its affiliates, and certain other
stockholders of Holdings have entered into a Stockholders Agreement (the
"Stockholders Agreement"), dated as of October 2, 1998, which affect their
relative rights as Stockholders (as defined in the Stockholders Agreement) of
Holdings.

Pursuant to the Stockholders Agreement, the Stockholders have agreed that
the authorized number of directors of Holdings shall consist of up to nine
directors. In the event that there are less than seven directors, the directors
shall include one director designated by GEIPPPII, so long as it is a
Stockholder; Randall Fojtasek, as long as he is an employee of Holdings or any
of its subsidiaries and holds equity securities or securities convertible into
equity securities of Holdings; and each other director shall be designated by
Ardshiel and its affiliates so long as any of them are Stockholders. In the
event the Board of Directors consists of seven or more members, GEIPPPII, so
long as it is a Stockholder, shall be entitled to designate two directors; Mr.
Fojtasek, so long as he is an employee of Holdings or any of its subsidiaries
and holds equity securities or securities convertible into equity securities of
Holdings, shall be a director, and Ardshiel and its affiliates shall designate
the remainder of the directors. Notwithstanding the foregoing, in the event
Holdings or any of its subsidiaries, subject to applicable grace periods and
certain exceptions, default in the payment of principal or interest on
indebtedness, the aggregate outstanding principal amount of which is greater
than $15,000,000 or if the final maturity of any such indebtedness is
accelerated, Ardshiel's and its affiliate's rights to designate directors shall
be limited to the designation of two directors and GEIPPPII shall, as long as it
is a Stockholder, shall be entitled to designate the remainder of the directors
which Ardshiel and its affiliates would otherwise have been entitled to elect.
Upon the occurrence of an initial public offering, GEIPPPII's rights to
designate any director and Mr. Fojtasek's right to be a director shall terminate
and Ardshiel's and its affiliates's rights shall be limited to the designation
of two directors, so long as it is a Stockholder.

Subject to certain exceptions, each of the Stockholders other than GEIPPPII
have agreed not to sell, transfer or otherwise dispose of such Stockholder's
Equity Securities (as defined in the Stockholders Agreement) and Ardatrium has
agreed not to sell, transfer or otherwise dispose of its Discount Debentures. In
the event that GEIPPPII intends to transfer its Equity Securities or Discount
Debentures, each of the other Stockholders or holders of Discount Debentures, as
the case may be, will be entitled to require the purchaser of such Equity
Securities or Discount Debentures to purchase a pro rata portion of the Equity
Securities or Discount Debentures held by such Stockholder or holder of Discount
Debentures. In the event GEIPPPII intends to sell all of the Equity Securities
and/or all of their Discount Debentures owned by it at any time following the
fourth anniversary of the Stockholders Agreement, the other Stockholders or
holders of Discount Debentures, as the case may be, upon notice by GEIPPPII,
will be obligated to sell all of their Equity Securities and/or all of their
Discount Debentures to the proposed transferee. Subject to certain conditions,
Ardshiel and its affiliates, may require that GEIPPPII, at its option, (i) sell
or otherwise dispose of its Equity Securities and Discount Debentures, in an
arm's length transaction to any person or persons who are not affiliates of
Ardshiel (the "Proposal") or (ii) purchase all of the other Stockholders Equity
Securities and Discount Debentures for a purchase price equal to the lesser of
the purchase price set forth in the Proposal or a price determined in accordance
with an agreed upon formula. All transfers must be made in compliance with
federal and state securities laws. In addition, subject to certain exceptions,
prior to offering or soliciting any offers, or accepting any unsolicited offers,
with respect to the disposition of Equity Securities, the selling stockholder
shall first offer GEIPPPII and/ or Holdings the opportunity to offer to purchase
such Equity Securities from such Stockholder.

The Stockholders Agreement provides that in the event GEIPPPII or any
Ardshiel Stockholder (as defined in the Stockholders Agreement) or any of their
respective affiliates purchases from Holdings, after the date hereof, equity
securities issued after the date hereof, Mr. Fojtasek and affiliates controlled
by him shall be entitled to participate in such investment on a pro rata basis
(and on the same terms and conditions as shall apply to GEIPPPII and such
Ardshiel Stockholder) based on the then relative fully diluted ownership
interests in equity securities of Mr. Fojtasek and any such purchasing holder of
equity securities. The rights granted to Mr. Fojtasek described above may not be
assigned to any person, other than by will or by the laws of descent and
distribution, without the prior written consent of the parties to the
Stockholders Agreement.

Pursuant to the terms of the Stockholders Agreement, Holdings has granted
the Stockholders the right to require Holdings, under certain circumstances to
register under the Securities Act of 1933, as amended (the "Securities Act") any
or all shares of Holdings Common Stock then held by such Stockholder (a "Demand
Registration Right") and the right, in the event Holdings or any of its
subsidiaries proposes (including in connection with any Demand Registration
Right exercised by a Stockholder) to file any registration statement under the
Securities Act with respect to any Common Stock (as defined in the Stockholders
Agreement) or Equity Security (other than pursuant to a registration statement
on Form S-4 or S-8 or any successor or similar forms in connection with an
exchange offer or any offering of securities solely to Holdings' then existing
stockholders or employees of Holdings and its subsidiaries), the opportunity to
include in such registration statement for resale by the Stockholders, such
Stockholder's Common Stock.

The Stockholders Agreement provides that Holdings cannot take certain
enumerated actions without obtaining the prior written consent of GEIPPPII.
Until such consent is obtained, Holdings and its subsidiaries may not, among
other things, (i) create any committee of its Board of Directors, or change the
size or agreed composition of its Board of Directors; (ii) declare or pay
dividends or make other distributions; (iii) form any direct or indirect
subsidiaries or a joint venture in which Holdings or one of its subsidiaries is
a party; (iv) modify its certificate of incorporation, by-laws or other
organizational documents in any respect; (v) enter into, or waive or modify (A)
any provision of, any stockholders agreement, registration rights agreement or
management agreement or (B) any executive employment agreement, in each case, in
any material respect; (vi) redeem or repurchase any shares of any class of
capital stock or security of Holdings, or repurchase or repay any indebtedness
prior to its stated maturity; (vii) borrow or lend aggregate amounts in excess
of $2.0 million; (viii) declare bankruptcy, dissolve, voluntarily liquidate or
voluntarily wind-up; (ix) enter into any contract or agreement outside the
ordinary course of business which involves aggregate consideration in excess of
$2.0 million per annum; (x) acquire or dispose of any assets in a single
transaction or series of related transactions for aggregate consideration in
excess of $2.0 million per annum; (xi) effect any merger, amalgamation,
corporate reorganization or business combination; (xii) subject to certain
exceptions, authorize, create, allot, reserve or issue additional shares of any
class of securities; (xiii) register or offer securities for public sale; (xiv)
purchase or acquire, except in the ordinary course of business, any property or
assets or obligations or stock of or interest in, make any capital contribution
to, or otherwise invest directly or indirectly in, or, except for certain
expenses of directors of Holdings and its subsidiaries, make loans or advances
to, any Stockholders or any of their respective affiliates (other than a
subsidiary of Holdings); (xv) subject to certain exceptions, pay or incur any
obligation for the payment of salaries, fees or other remuneration, or change
the rate of compensation or other remuneration, or pay any debts claimed to be
owing, directly or indirectly, to any Stockholder or director of Holdings or any
of its subsidiaries or to any firm or corporation in which they have an
interest; or (xvi) subject to certain exceptions, enter into any transaction
with any Stockholder or any of their respective affiliates unless such
transaction is on terms no less favorable to Holdings than can be obtained from
an unaffiliated third party. In addition, so long as GEIPPPII or any of its
affiliates hold in the aggregate at least 20% of the outstanding shares of
Holdings Common Stock on a fully diluted basis, Holdings may not adopt any
shareholder rights plan in respect of the capital stock of Holdings or any of
its affiliates.

Pursuant to the Stockholders Agreement, GEIPPPII has agreed that it will
not, in its capacity as a stockholder of Holdings, vote in favor of any
amendment to the Certificate of Incorporation or the By-laws of Holdings or any
of its subsidiaries if such amendment would conflict with, or be inconsistent
with, the terms of the Stockholders Agreement (including, without limitation,
any amendment which would modify or add to the actions requiring the prior
written consent of GEIPPPII).

MANAGEMENT AGREEMENT

Holdings is a party to a Management Agreement (the "Management Agreement")
dated October 2, 1998 with Ardshiel. Pursuant to the Management Agreement,
Ardshiel provides advice to Holdings and its subsidiaries with respect to
business strategy, operations and budgeting and financial controls ("Management
Services") in exchange for an annual fee of $1.3 million plus expenses.
Additionally, the Management Agreement provides that, prior to entering into any
transaction that involves engaging a financial advisor to perform services in
connection with a sale or purchase of a business or entity or any financing,
Holdings or its subsidiary must offer Ardshiel the opportunity to perform such
investment banking services, unless in the reasonable exercise of the business
judgment of the Board of Directors of Holdings such engagement would result in a
conflict of interest or would otherwise be adverse to the interests of Holdings
or such subsidiary. Ardshiel shall receive a fee (a "closing fee") for any such
services rendered by Ardshiel to Holdings or its subsidiaries which fee shall
not be greater than 2% of the total purchase or sale price for such business or
entity and shall be payable upon consummation of such sale or purchase. The
consent of GEIPPPII is required prior to the payment by Holdings or any of its
subsidiaries of any closing fees to Ardshiel where Holdings or any of its
subsidiaries is paying similar fees to other entities for similar services.
Holdings paid a closing fee of approximately $3.4 million upon the consummation
of the Merger and paid Ardshiel's fees and expenses in connection therewith. The
Management Agreement will remain in effect until October 2, 2008 and will be
automatically renewed for one-year periods unless either party gives written
notice to the contrary at least thirty days prior to the expiration of the
initial or any extended term of the agreement; provided that the right of first
refusal stated above shall terminate upon Ardshiel ceasing to be an affiliate of
Holdings, Atrium Corp. and the Issuer and provided, further, that unless
Ardshiel and its affiliates maintain control of the majority of the Board of
Directors of Holdings pursuant to the terms of the Stockholders Agreement, the
right to receive the annual management fee shall terminate and such management
fee shall cease to be payable when GEIPPPII ceases to hold at least 10% of the
voting securities of Holdings (on a fully diluted basis). In addition, the
Management Agreement shall terminate upon (i) the sale by Holdings of Atrium
Corp. and its subsidiaries in their entirety or all of substantially all of the
assets of Atrium Corp. and its subsidiaries, (ii) the termination of the
Investment Agreement for cause or (iii) Ardshiel and its affiliates ceasing to
be stockholders of the Companies. Holdings is also obligated under the
Management Agreement to (i) reimburse Ardshiel for expenses incurred by Ardshiel
in connection with rendering management services and (ii) indemnify Ardshiel for
any losses incurred by Ardshiel in connection with the engagement. Upon
consummation of the Transactions, Atrium Corp. and the Issuer will become
parties to the Management Agreement.

BUY-SELL AGREEMENTS

Holdings entered into buy-sell agreements with certain members of the
Combined Company's management pursuant to which Holdings may, at its option,
repurchase from such manager all or any portion of such manager's shares of
Holdings Common Stock upon the termination of such manager's employment. Each
agreement provides that Holdings shall repurchase such shares at a purchase
price equal to the greater of $1.00 per share or the fair market value of the
shares at the date of termination unless such termination shall have been for
cause, in which case the repurchase price shall be equal to the lesser of the
fair market value per share at the date of termination and $1.00 per share. Each
agreement also provides that such manager may not transfer such manager's shares
except to (i) Holdings in the event the manager disposes or attempts to dispose
of the shares in violation of the agreement or (ii) such manager's parents,
spouse, children, grandchildren, family trust, executor, administrator, trustee,
guardian or other legal representative. Each agreement provides that if GEIPPPII
proposes to transfer in a bona fide arm's length sale all of the common stock,
options, warrants and other common stock equivalents (the "Holdings Securities")
of Holdings owned by GEIPPPII to any non-affiliates of GEIPPPII, GEIPPPII shall
have the right to require such manager to sell to the proposed transferee on the
same terms and conditions as applicable to GEIPPPII all but not less than all of
the Holdings Securities held by such manager.

In addition to the above, the buy-sell agreements entered into with Messrs.
Gilmer, Quadhamer, Pischke and Darby provide that the manager will have the
right to require Holdings to repurchase his shares if he is terminated for any
reason other than for cause and Holdings does not exercise its right to purchase
such shares.

INDEMNIFICATION AGREEMENTS

Holdings expects to enter into indemnification agreements with each of its
directors and executive officers under which Holdings will indemnify the
director or officer to the fullest extent permitted by law, and to advance
expenses, if the director or officer becomes a party to or witness or other
participant in any threatened, pending or completed action, suit or proceeding
by reason of any occurrence related to the fact that the person is or was a
director, officer, employee, agent or fiduciary of Holdings or a subsidiary of
Holdings or another entity at Holdings' request, unless a reviewing party
(either outside counsel or a director or directors appointed by the Board of
Directors) determines that the person would not be entitled to indemnification
under applicable law.

FACILITY LEASES

On July 3, 1995, Fojtasek Industrial Properties, Ltd., a limited partnership
in which, Randall S. Fojtasek owns an equity interest of approximately 10.2%
executed a lease with the Atrium Wood division of the Issuer with respect to
Atrium Wood's and Atrium Vinyl's facility (the "Atrium Lease") and a lease with
the H-R Windows division of the Issuer with respect to its facility (the "H-R
Windows Lease"). Both leases are absolute net leases. These leases were extended
on October 1, 1997 for a period of ten years, expiring on July 1, 2008. The
amounts paid under these two leases totaled $753,000 and $605,338 in 1997 and
1996, respectively. Additionally, Fojtasek Interests, a Texas corporation, in
which Mr. Fojtasek owns an interest in, subleases approximately 1,500 square
feet of office space at the Combined Company's corporate headquarters. Amounts
paid to the Issuer under this lease in 1997 were $17,955.

Darby is a party to a facilities lease agreement with R.G. Darby, a former
stockholder of Darby and the father of Cliff Darby, President of Darby. Pursuant
to the terms of the lease, Darby pays rent to Mr. Darby of approximately $12,000
per month, adjusted annually for inflation. The term of the lease is 15 years
with three additional five year extension terms. Rent expense paid to Mr. Darby
in 1997 was approximately $144,000.

OTHER

Atrium Corp. and the Issuer were parties to a certain agreement with an
affiliate of Hicks Muse ("Hicks Muse Partners") pursuant to which Hicks Muse
Partners provided oversight and monitoring services to the Issuer in exchange
for a quarterly fee. Such agreement was terminated upon the consummation of the
Transactions.

BENEFICIAL OWNERSHIP

The Issuer is a wholly-owned subsidiary of Atrium Corp., which in turn is a
wholly-owned subsidiary of Holdings. The following table sets forth certain
information regarding the beneficial ownership of Holdings Common Stock, by each
person who owns beneficially more than 5% of the outstanding common stock of
Holdings Common Stock and by the directors and certain executive officers of
Holdings. Unless otherwise indicated below, to the knowledge of the Combined
Company, all persons listed below have sole voting and investment power with
respect to their shares of common stock of Holdings.

NAME NUMBER OF SHARES PERCENTAGE
- --------------------------------------------------------------------------------- ------------------ -------------

GE Investment Private Placement Partners II, a Limited Partnership............... 92,970,561 90.7%
3003 Summer Street
Stamford, CT 06984-7900

Ardshiel, Inc.................................................................... 6,643,600(1) 6.5%
230 Park Avenue, Suite 2527
New York, NY 10169

Randall S. Fojtasek.............................................................. 2,841,221(2) 2.8%

R.L. Gilmer...................................................................... 490,159(3) 0.5%

Louis W. Simi, Jr................................................................ -- --

Jeff L. Hull..................................................................... -- --

Michael Quadhamer................................................................ 489,714(3) 0.5%

Cliff Darby...................................................................... 1,059,153 1.0%

Sam A. Wing, Jr. ................................................................ -- --

Daniel T. Morley................................................................. 6,643,600(4) 6.5%

James G. Turner.................................................................. -- --

Roger A. Knight.................................................................. -- --

Andreas Hildebrand............................................................... -- --

Donald W. Torey.................................................................. -- --

Nimrod Natan..................................................................... -- --

All directors and executive officers as a group
(13 persons):.................................................................. 11,523,847 11.2%

- ------------------------

(1) Includes (i) 1,040,748 shares of Holdings Common Stock issuable upon
exercise of warrants that are currently exercisable; (ii) 1,767,487 shares
of Holdings' common stock held by Arddoor L.L.C. ("Arddoor"), Wing Partners,
L.P. ("Wing L.P.") and Ardatrium, which are under common control with
Ardshiel, and (iii) 3,783,819 shares of Holdings Common Stock held by
certain other stockholders of Holdings who have granted proxies to Ardshiel
or its affiliates to vote their shares.

(2) Includes 2,841,221 shares of Holdings Common Stock issuable upon exercise of
Warrant A that is exercisable upon grant.

(3) Includes 154,273 and 153,908 shares of Holdings Common Stock issuable upon
exercise of options granted to Messrs. Gilmer and Quadhamer, respectively,
under the Option Plan. Such options are exercisable within 60 days.

(4) Represents shares beneficially owned by Ardshiel and its affiliates. Mr.
Morley is the President and a stockholder of Ardshiel and a managing member
of Arddoor, Ardatrium and Ardwing L.L.C., the general partner of Wing L.P.
Accordingly, Mr. Morley may be deemed to be the beneficial owner of these
shares. Mr. Morley disclaims beneficial ownership of these shares.

DESCRIPTION OF CERTAIN INDEBTEDNESS

CREDIT FACILITY

The following is a description of the general terms of the credit facility
(the "Credit Facility") that are included in the Credit Agreement (the "Credit
Agreement"), dated as of October 2, 1998 among Bank Boston, as administrative
agent (the "Administrative Agent"), Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as lead arranger, syndication agent and
documentation agent, the lenders from time to time party thereto and the Issuer.
The following description does not purport to be complete and is subject to, and
is qualified in its entirety by reference to, the Credit Agreement and the other
documents entered into in connection therewith.

The Credit Agreement provides for three separate facilities (the
"Facilities") consisting of two term loans (referred to individually as "Term
Loan B" and "Term Loan C", and collectively as the "Term Loans") and a revolving
credit facility with a letter of credit sub-facility (the "Revolving Facility",
together with the Term Loans, the "Loans"). Term Loan B and Term Loan C are in
the amount of $75.0 million and $100.0 million and have maturity dates of June
30, 2005 and June 30, 2006, respectively; PROVIDED, HOWEVER, that the portion of
Term Loan C which funded the Term Loan C Escrowed Amount (as hereinafter
defined) matures on the next succeeding business day after the consummation of
the Change of Control Offer with respect to any amounts remaining in escrow on
such date (the "Remaining Amount"). The Issuer used or will use, as the case may
be, the Term Loans to finance the Merger, the Change of Control Offer and the
Existing Debt Repayment and to pay related fees and expenses; PROVIDED, HOWEVER,
that $75.0 million of the Term Loan C (the "Term Loan C Escrowed Amount") was
funded into escrow on the date of consummation of the Merger. Amounts used to
finance the Merger were loaned by the Issuer to Atrium Corp. See "Certain
Relationships and Related Transactions". Except for release to repay the
Remaining Amount as described above, the Term Loan C Escrowed Amount will not be
released other than to the Trustee under the Indenture for the Notes on the next
succeeding business day after consummation of the Change of Control Offer to the
extent necessary to fund, together with the Sponsor Escrowed Amount and, if
necessary, borrowings under the Revolving Facility, the purchase price for any
Notes that are tendered to the Issuer for repurchase in the Change of Control
Offer. Principal payments of the Term Loans amortize on a quarterly basis,
beginning in December 1998, in the amounts set forth in the Credit Agreement.
The Revolving Facility is in the amount of $30.0 million, of which $5.0 million
is available under a letter of credit sub-facility. The Revolving Facility has a
maturity date of June 30, 2004. The Issuer will use the Revolving Facility to
finance permitted acquisitions by the Issuer and its wholly owned subsidiaries
in the same line of business as the Issuer and such subsidiaries on the closing
date of the Facilities ("the Facility Closing Date") or any business reasonably
related thereto and for working capital and general corporate purposes,
including, if necessary, to fund a portion of the purchase price for any Notes
tendered in the Change of Control Offer as described above; PROVIDED, that no
more than $20.0 million of the Revolving Facility may be used to consummate
permitted acquisitions. As of October 2, 1998, no amounts were borrowed under
the Revolving Facility with respect to the purposes described above.

The Loans bear interest at the Issuer's option at either (a) the greater of
(i) the corporate base rate of interest announced by the Administrative Agent
from time to time and (ii) the federal funds rate plus 0.5% per annum, plus, in
each case, a percentage (the "Applicable Margin") that is determined in
accordance with the terms of the Credit Agreement or (b) LIBOR (as defined in
the Credit Agreement), plus the Applicable Margin.

All amounts outstanding under the Credit Agreement are secured by (i) a
pledge of all of the capital stock and intercompany notes of the Issuer and its
direct and indirect subsidiaries existing on the Facility Closing Date or
thereafter created or acquired, except that (a) to the extent that the pledge of
capital stock would have caused adverse tax consequences, such pledge with
respect to foreign subsidiaries was and will not be required and (b) to the
extent the pledge of intercompany notes held by foreign subsidiaries would

cause adverse tax consequences, such pledge was and will not be required, (ii) a
pledge of the Term Loan C Escrowed Amount, and (iii) a security interest in
substantially all of the tangible and intangible properties and assets
(including substantially all contract rights, certain real property interests,
trademarks, tradenames, equipment and proceeds of the foregoing) of Atrium
Corp., the Issuer and their respective direct and indirect domestic subsidiaries
existing on the Facility Closing Date or thereafter created or acquired (the
"Domestic Subsidiaries"). Atrium Corp. and each of the Domestic Subsidiaries
have unconditionally guaranteed, on a joint and several basis, all obligations
of the Issuer under the Credit Agreement.

The Issuer is required to make a mandatory prepayment of the Loans in an
amount equal to 75% of annual Excess Cash Flow (as defined in the Credit
Agreement); provided, that such percentage will be reduced to 50% with respect
to the Excess Cash Flow for any year if the ratio of total debt (or, subject to
certain conditions, total senior debt) to trailing four-quarter EBITDA (as
defined in the Credit Agreement) is less than 2.75:1.0 at the end of such year.
In addition, the Issuer is required to make a mandatory prepayment of the Loans
in an amount equal to (i) 100% of the net proceeds of asset sales and other
asset dispositions (including insurance proceeds) subject to certain exceptions
set forth in the Credit Agreement, (ii) 100% of the net proceeds of the issuance
or incurrence of debt or of any sale and leaseback for proceeds in excess of a
certain threshold described in the Credit Agreement, and (iii) 50% of the net
proceeds from any issuance of equity securities in any public offering or
private placement or from any capital contribution; PROVIDED, HOWEVER, that,
notwithstanding the foregoing, up to $40.0 million in the aggregate of the net
proceeds from the issuance of equity securities may be used to redeem
outstanding Investor Debt Securities (as defined in the Credit Agreement) and to
make permitted acquisitions so long as no default or event of default has
occurred or is continuing or would result therefrom under the Credit Agreement;
PROVIDED, FURTHER, that no more that $20.0 million of such proceeds may be used
for either such redemptions or permitted acquisitions. The Issuer is also
required to make a mandatory prepayment of outstanding amounts under the
Revolving Facility at any time that such amounts exceed the commitment for the
Revolving Facility in an amount equal to such excess. The Issuer is permitted to
make voluntary prepayments of all or any portion of the Loans in a minimum
principal amount and in multiples and otherwise in accordance with the terms of
the Credit Agreement, without penalty or premium (except, in the case of LIBOR
Loans, breakage costs). In addition, the Issuer may reduce the unutilized
portion of the commitments under the Revolving Facility in accordance with the
terms of the Credit Agreement, without penalty or premium.

The Issuer is required to pay certain commitment fees in connection with the
Credit Agreement based upon the average daily unused portion of the Revolving
Facility, certain fees assessed in connection with the issuance of letters of
credit as well as other fees specified in the Credit Agreement and other
documents related thereto.

The Credit Agreement requires the Issuer to comply with certain covenants
which, among other things, include limitations on indebtedness, liens and
further negative pledges, investments, contingent obligations, dividends,
redemptions and repurchases of equity interests, mergers, acquisitions and asset
sales, capital expenditures, sale leaseback transactions, transactions with
affiliates, dividend and other payment restrictions affecting subsidiaries,
changes in business conducted, amendment of documents relating to other
indebtedness and other material documents, creation of subsidiaries, designation
of Designated Senior Indebtedness in respect of the Notes, and prepayment or
repurchase of other indebtedness. The Credit Agreement requires the Issuer to
meet certain financial tests pertaining to, interest coverage, fixed charge
coverage and leverage. In addition, subject to applicable law, rule or
regulation, the Credit Agreement requires the Issuer to consummate the Change of
Control Offer not later than the 30th day after the commencement thereof.

The Credit Agreement contains customary events of default, including,
without limitation, payment defaults, covenant defaults, breaches of
representations and warranties, bankruptcy and insolvency, judgments, change of
control and cross-default with certain other indebtedness.

DISCOUNT DEBENTURES

To fund a portion of the Merger Consideration, Atrium Corp. issued $20.0
million of the Discount Debentures to GEIPPPII and Ardatrium in the Discount
Notes Issuance representing $20.0 million in proceeds to Atrium Corp. The Change
of Control Offer will be financed in part by the Contingent Capital Contribution
from Atrium Corp. The Contingent Capital Contribution will be financed by Atrium
Corp. through the issuance of additional Discount Debentures representing up to
an additional $25.0 million in proceeds to Atrium Corp. The following is a
summary of the principal terms of the Discount Debentures.

The Discount Debentures are to be issued under an indenture, dated as of
October 2, 1998 (the "Discount Debenture Indenture"), between Atrium Corp. and
United States Trust Company of New York, as Trustee (the "Discount Debenture
Trustee").

TERMS OF THE DISCOUNT DEBENTURES. The Discount Debentures will be issued at
an original issue discount and will be unsecured senior obligations of Atrium
Corp., limited to approximately $80.6 million aggregate principal amount at
maturity. The Discount Debentures will mature on October 1, 2010. No cash
interest will accrue on the Discount Debentures prior to October 1, 2003, and
thereafter cash interest will accrue on the Discount Debentures at a rate of 12%
per annum, payable semiannually on April 1 and October 1 of each year,
commencing April 1, 2004. Notwithstanding the foregoing, at any time prior to
October 1, 2003, Atrium Corp. may elect on any interest payment date to commence
the accrual of cash interest from and after such date, in which case the
principal amount at maturity on such date will be reduced to the Accreted Value
(as defined in the Discount Debenture Indenture) of the Discount Debentures on
such date, and cash interest will thereafter accrue and be payable. Interest
will be computed on the basis of a 360-day year comprised of twelve 30-day
months.

REDEMPTION. The Discount Debentures will not be redeemable at the option of
Atrium Corp. prior to October 1, 2003. Thereafter, the Discount Debentures will
be redeemable, at Atrium Corp.'s option, in whole or in part, at 106% of the
Accreted Value (as defined in the Discount Debenture Indenture), of the Notes so
redeemed, declining ratably to par on October 1, 2006 in each case, together
with accrued and unpaid interest, if any, to the redemption date. In addition,
on or after the closing of the Change of Control Offer but before October 1,
2001, Atrium Corp. may redeem all, but not less than all, of the Discount
Debentures at 112% of Accreted Value plus accrued and unpaid interest, if any,
to the redemption date, with the net proceeds of one or more Equity Offerings
following which there is a Public Market (each as defined in the Discount
Debenture Indenture).

RANKING. The indebtedness evidenced by the Discount Debentures will be
senior unsecured obligations of Atrium Corp., which will rank PARI PASSU in
right of payment with other senior unsecured indebtedness of Atrium Corp. and
senior to any subordinated obligations of Atrium Corp. As of October 2, 1998,
after giving effect to the Transactions, Atrium Corp. does not have any
outstanding indebtedness other than the Discount Debentures, the Intercompany
Loan and Atrium Corp.'s guarantee of the Issuer's obligation under the Credit
Facility.

CHANGE OF CONTROL. Upon the occurrence of a Change of Control (as defined
in the Indenture), each holder of the Discount Debentures shall have the right
to require that Atrium Corp. repurchase such holder's Discount Debentures at a
purchase price in cash equal to 101% of the Accreted Value thereof on the date
of repurchase plus accrued and unpaid interest, if any, to the date of
repurchase. Prior to such repurchase, the Company is required to offer to repay
in full the Credit Facility or obtain the requisite consents under the Credit
Facility to permit the repurchase. In addition, at any time prior to October 2,
2003, Atrium Corp. may redeem the Discount Debentures as a whole within 90 days
following a change of control at a redemption price equal to 100% of the
Accreted Value thereof plus the Applicable Premium as of, and accrued and unpaid
interest, if any, to the redemption date. "Applicable Premium" means, with
respect to a Discount Debenture at any redemption date, the greater of (i) 1.0%
of the Accreted Value of such Discount Debenture on such redemption date and
(ii) the excess of (A) the present value at such time

of (i) 106% of the Accreted Value of such Discount Debenture on October 1, 2003
plus (2) all required interest payments due on such Discount Debenture through
October 1, 2003, computed using a discount rate equal to the Treasury Rate (as
defined in the Discount Debenture Indenture) plus 100 basis points, over (B) the
Accreted Value of such Discount Debenture on such redemption date.

COVENANTS. Covenants include, among others, the following: (i) limitations
on indebtedness; (ii) limitation on restricted payments; (iii) limitation on
affiliate transactions; (iv) limitation on liens; (v) limitations on sales of
assets and subsidiary stock; (vi) limitation on guarantees by restricted
subsidiaries; (vii) limitation on restrictions on distributions from restricted
subsidiaries; (viii) limitation on mergers, consolidations or sale of
substantially all assets; (ix) requirement of owning 100% of the capital stock
of the Issuer; and (x) provision of financial statements.

EVENTS OF DEFAULT. An Event of Default is defined in the Discount
Debentures Indenture as: (i) default in the payment of any interest on the
Discount Debentures when it becomes due and payable, and continuance of such
default for a period of 30 days; (ii) default in the payment of the principal on
the Discount Debentures when due, (iii) default of merger covenant; (iv) default
or breach of other covenants and the continuance of such default for a period of
30 days after notice; (v) failure to comply with other agreements of Atrium
Corp. in the Discount Debentures Indenture and continuance of such failure for
60 days after notice; (vi) failure to pay at maturity or any acceleration of the
maturity of any indebtedness of Atrium Corp. or any Restricted Subsidiary which
is outstanding in a principal amount over $10.0 million in the aggregate; (vii)
final judgments or orders rendered against the Company or any material
Restricted Subsidiary in an amount exceeding $10.0 million in the aggregate and
such final judgments or orders remain unsatisfied or unpaid beyond a period of
60 days; and (viii) certain events of bankruptcy, insolvency or reorganization.

MODIFICATION OF INDENTURE. The Discount Debentures Indenture may be amended
with the consent of holders of a majority of the Accreted Value of the Discount
Debentures then outstanding. Modifications to certain ranking, monetary and
maturity terms require consent of each holder affected by such modifications.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of certain anticipated United States
federal income tax consequences of the acceptance of the Change of Control Offer
to Registered Holders of Notes. This discussion is general in nature, and does
not discuss all aspects of U.S. federal income taxation that may be relevant to
a particular Registered Holder in light of the Registered Holder's particular
circumstances, to a Registered Holder who tenders some, but not all, of its
Notes, or to certain types of Registered Holders subject to special treatment
under U.S. federal income tax laws (such as insurance companies, tax-exempt
organizations, financial institutions, brokers, dealers in securities,
Registered Holders who hold a Note as part of a position in a "straddle" or as
part of a "hedging" or "conversion" transaction for U.S. federal income tax
purposes or that have a functional currency other than the U.S. dollar, and
Registered Holders that are neither citizens nor residents of the United States,
or that are foreign corporations, foreign partnerships or foreign estates or
trusts as to the United States). In addition, the discussion does not consider
the effect of any foreign, state, local, or other tax laws or any U.S. tax
considerations (E.G., estate or gift tax) other than U.S. federal income tax
considerations that may be applicable to particular Registered Holders. Further,
this summary assumes that Registered Holders hold their Notes as "capital
assets" (generally, property held for investment) within the meaning of Section
1221 of the Internal Revenue Code of 1986, as amended (the "Code"). This summary
is based on the Code and applicable Treasury Regulations, rulings,
administrative pronouncements and decisions as of the date hereof, all of which
are subject to change or differing interpretations at any time with possible
retroactive effect.

EACH REGISTERED HOLDER IS URGED TO CONSULT ITS OWN TAX ADVISOR TO DETERMINE
THE FEDERAL, STATE, LOCAL, FOREIGN, AND OTHER TAX CONSEQUENCES TO IT OF THE
ACCEPTANCE OF THE CHANGE OF CONTROL OFFER.

TAX CONSIDERATIONS FOR TENDERING REGISTERED HOLDERS

The receipt of the Change of Control Price by a Registered Holder who
tenders its Notes pursuant to the Change of Control Offer will be a taxable
transaction to such Registered Holder for U.S. federal income tax purposes.
Accordingly, a Registered Holder generally will recognize capital gain or loss
(subject to the market discount rules discussed below) on the sale of a Note in
an amount equal to the difference between (i) the amount of cash treated as
being received in exchange for such Note, other than the portion of such amount
that is properly allocable to accrued interest, which if not yet included in
income will be taxed as ordinary income, and (ii) the Registered Holder's
"adjusted tax basis" for such Note at the time of sale. Such capital gain or
loss will be long-term if the Registered Holder held the Note for more than one
year at the time of such sale. Generally, a Registered Holder's adjusted tax
basis for a Note will be equal to the cost of the Note to such Registered
Holder, less payments (other than interest payments) received on the Note. If
applicable, a Registered Holder's tax basis in a Note also would be increased by
any market discount previously included in income by such Registered Holder
pursuant to an election to include market discount in gross income currently as
it accrues, and would be reduced by the accrual of amortizable bond premium
which the Registered Holder has previously elected to deduct from gross income
on an annual basis.

An exception to the capital gain treatment described above may apply to a
Registered Holder who purchased a Note at a "market discount." Subject to a
statutory DE MINIMIS exception, market discount is the excess of the stated
redemption price at maturity of such Note over the Registered Holder's tax basis
in such Note immediately after its acquisition by such Registered Holder. In
general, unless the Registered Holder has elected to include market discount in
income currently as it accrues, any gain realized by a Registered Holder on the
sale of a Note having market discount in excess of a DE MINIMIS amount will be
treated as ordinary income to the extent of the market discount that has accrued
(on a straight line basis or, at the election of the Registered Holder, on a
constant interest basis) while such Note was held by the Registered Holder.

REPORTING AND BACKUP WITHHOLDING

Payments made to a Registered Holder with respect to Notes purchased
pursuant to the Change of Control Offer generally will constitute reportable
payments for U.S. federal income tax purposes.

A Registered Holder who tenders its Notes may be subject to backup
withholding at the rate of 31% with respect to payments made with respect to
such Notes such payment unless such Registered Holder (i) is a corporation or
comes within certain other exempt categories and, when required, demonstrates
this fact or (ii) provides a correct taxpayer identification number, certifies
as to no loss of exemption from backup withholding and otherwise complies with
applicable requirements of the backup withholding rules. A Substitute Form W-9
included in the Letter of Transmittal should be completed in order to provide
the information and certification necessary to avoid backup withholding. Any
amount withheld under the backup withholding rules will be credited against the
Registered Holder's U.S. federal income tax liability. A Registered Holder who
does not provide its correct taxpayer identification number may be subject to
penalties imposed by the IRS.

THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME
TAXATION THAT MAY BE RELEVANT TO PARTICULAR REGISTERED HOLDERS OF NOTES IN LIGHT
OF THEIR PARTICULAR CIRCUMSTANCES AND INCOME TAX SITUATIONS. REGISTERED HOLDERS
OF NOTES SHOULD CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES
TO THEM OF THE CHANGE OF CONTROL OFFER, INCLUDING THE EFFECT OF ANY FEDERAL,
STATE, LOCAL, FOREIGN OR OTHER TAX LAWS.

MISCELLANEOUS

The Issuer is not aware of any jurisdiction in which the making of the
Change of Control Offer is not in compliance with the laws of such jurisdiction.
If the Issuer becomes aware of any jurisdiction where the making of the Change
of Control Offer would not be in compliance with such laws, the Issuer will make
a good faith effort to comply with any such laws or may seek to have such laws
declared inapplicable to the Change of Control Offer. If, after such good faith
effort, the Issuer cannot comply with any such applicable laws, the Change of
Control Offer will not be made to (nor will tenders be accepted from or on
behalf of) the Registered Holders of Notes residing in each such jurisdiction.

No person has been authorized to give any information or make any
representation on behalf of the Issuer that is not contained in this Offer to
Purchase or in the related Letter of Transmittal, and, if given or made, such
information or representation should not be relied upon.

INCORPORATION BY REFERENCE

All documents filed by the Issuer pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Offer to Purchase and prior to
the termination of the Change of Control Offer shall be deemed to be
incorporated in and made a part of this Offer to Purchase by reference from the
date of filing such documents.

Any statement contained herein or contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Offer to Purchase to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Offer to
Purchase.

ADDITIONAL INFORMATION

The Issuer currently is subject to certain of the informational requirements
of the Exchange Act, and in accordance therewith, files reports and other
information with the Commission. Such reports and other information may be
inspected and copied at the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, as well as the Regional Offices of
the Commission at: 500 West Madison Street, Suite 1400, Chicago, Illinois 60661
and 7 World Trade Center, New York, New York 10048 and may be accessed at the
Commission's site on the world wide web at http://www.sec.gov.

Copies of the materials referred to in the preceding paragraph, as well as
copies of any current amendment or supplement to this Offer to Purchase, may
also be obtained from the Depositary at the address set forth on the back cover
of this Offer to Purchase.

THE DEPOSITARY FOR THE CHANGE OF CONTROL OFFER IS:

United States Trust Company of New York

Facsimile Transmission Number:

(212) 780-0592

CONFIRM BY TELEPHONE:

(800) 548-6565

BY REGISTERED OR CERTIFIED MAIL:

United States Trust Company of New York
P.O. Box 844
Cooper Station
New York, New York 10276-0844

BY HAND:

United States Trust Company of New York
111 Broadway, Lower Level
Corporation Trust Window
New York, New York 10006

BY OVERNIGHT COURIER:

United States Trust Company of New York
770 Broadway
New York, New York 10003
Attn: Corporate Trust, 13th Floor