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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 17, 1999
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ATRIUM COMPANIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 333-20095 75-2642488
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
1341 W. MOCKINGBIRD LANE
SUITE 1200W 75247
DALLAS, TEXAS (Zip code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: (214) 630-5757
N/A
(former address if changed since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 17, 1999, Atrium Companies, Inc. (the "Company") acquired all of the
outstanding capital stock of H.I.G. Vinyl, Inc., a Delaware corporation, and,
directly or indirectly, all of the outstanding capital stock of Heat, Inc., a
Delaware corporation ("Heat"), pursuant to the terms of a stock purchase
agreement (the "Purchase Agreement"), dated as of April 20, 1999, among Heat,
its shareholders and optionholders, H.I.G. Vinyl, Inc., a Cayman Island
corporation, H.I.G. Investment Fund, L.P., a Cayman Island limited partnership
and H.I.G. Capital Management, Inc., a Delaware corporation. The purchase price
for the acquisition was approximately $85 million, which was financed with a
portion of the proceeds from the issuance on May 17, 1999 of $175 million of the
Company's 10 1/2% Senior Subordinated Notes due 2009.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
It is currently impracticable to provide the financial statements required
by Rule 3.05(b) of Regulation S-X. These financial statements will be
filed as soon as they are available, but not later than July 30, 1999.
(b) PRO FORMA FINANCIAL INFORMATION
It is currently impracticable to provide the pro forma financial
information required by Article 11 of Regulation S-X. This pro forma
financial information will be filed as soon as it is available, but not
later than July 30, 1999.
(c) EXHIBITS
*2.1 Stock Purchase Agreement, dated as of April 20, 1999, among Heat,
Inc., its shareholders and optionholders, H.I.G. Vinyl, Inc., a
Cayman Island corporation, H.I.G. Investment Fund, L.P., a Cayman
Island limited partnership and H.I.G. Capital Management, Inc., a
Delaware corporation;
*99.1 Press Release of Atrium Companies, Inc. dated May 19, 1999.
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*Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ATRIUM CORPORATION
By: /s/ Jeff L. Hull
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Name: Jeff L. Hull
Title: Executive Vice President,
Chief Financial Officer,
Treasurer and Secretary
Date: June 1, 1999
INDEX TO EXHIBITS
EXHIBIT
NUMBER
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*2.1 Stock Purchase Agreement, dated as of April 20, 1999, among Heat,
Inc., its shareholders and optionholders, H.I.G. Vinyl, Inc., a
Cayman Island corporation, H.I.G. Investment Fund, L.P., a Cayman
Island limited partnership and H.I.G. Capital Management, Inc., a
Delaware corporation;
*99.1 Press Release of Atrium Companies, Inc. dated May 19, 1999.
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*Filed herewith