Atrium Announces Amendment to and Extension of Private Debt Exchange Offer and Consent Solicitation Relating to 11 1/2% Senior Discount Notes due 2012 of ACIH, Inc.DALLAS -- Atrium Corporation ("Atrium Corp"), ACIH ACIH Aspen Center for Integral Health (Colorado) , Inc., a wholly-owned subsidiary of Atrium Corp ("ACIH"), and Atrium Companies, Inc. (the "Issuer"), a wholly-owned subsidiary of ACIH, announced today that they are amending and extending the private exchange offer and consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with (the "Exchange Offer") of the 11u% Senior Discount Notes due 2012 issued by ACIH (the "Old Notes") in a private placement for new 15.0% senior subordinated notes due 2012 (the "New 15.0% Notes") to be issued by the Issuer and warrants ("Warrants") to purchase shares of Atrium Corp's Series C Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. convertible into 10.0% of Atrium Corp's common stock on a fully diluted basis at an exercise price of $0.01 per share, subject to adjustment. The CUSIP numbers of the Old Notes are 00087E AA3 and U0045R AA 2. The exchange offer was amended to clarify and provide details with respect to the distribution by Atrium Corp, after all debt and other liabilities other liabilities Small and relatively insignificant liabilities. For financial reporting purposes, firms often combine small liabilities into this single category rather than listing each liability separately. have been paid, of equity proceeds in the event of a sale, merger, liquidation, winding down or dissolution of Atrium Corp or other liquidation event for cash or stock to holders of its equity securities, including holders of Atrium Corp's Series B and Series C Preferred Stock. The Exchange Offer was scheduled to expire at 5 p.m. New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time on September 29, 2008. The amended Exchange Offer will expire at 5 p.m. New York City time on October 10, 2008. As of 5 p.m. on September 29, 2008, of the $174,000,000 Old Notes, $169,435,000, or 97.4% had been tendered. One of the conditions of the Exchange Offer is that holders of at least 97% of the total principal amount of outstanding Old Notes tender their Old Notes in the Exchange Offer. The terms and conditions of the Exchange Offer are set forth in the offering memorandum Offering Memorandum A legal document stating the objectives, risks, and terms of investment involved with a private placement. Notes: The private placement of hedge funds necessitates the issue of memorandums. and consent solicitation statement dated August 22, 2008, as amended by the Supplement dated September 29, 2008 (as amended, the "Offering Memorandum"). The consummation of the Exchange Offer is conditioned upon the satisfaction or waiver of the conditions set forth in the Offering Memorandum. Copies of the Offering Memorandum and related Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. may be obtained from the information agent, Mackenzie Partners, Inc., by calling (800) 322-2885. This news release is neither an offer to purchase nor a solicitation of an offer to sell any securities, including the New 15.0% Notes or Warrants. The Exchange Offer is made only by, and pursuant to the terms set forth in the Offering Memorandum, and the information in this news release is qualified by reference to the Offering Memorandum and the accompanying Letter of Transmittal. The securities, including the New 15.0% Notes and Warrants, have not been and will not be registered under the Securities Act of 1933, as amended, may not be offered or sold in the U. S. absent registration or an applicable exemption from registration requirements, and will therefore be subject to substantial restrictions on transfer. Atrium, based in Dallas, Texas, is one of the largest manufacturers and suppliers of residential windows and doors in North America, with pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma net sales Net Sales The amount a seller receives from the buyer after costs associated with the sale are deducted. Notes: This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight exceeding $700 million for the last twelve months, approximately 5,100 employees and 52 manufacturing facilities and distribution centers in 21 states, Canada and Mexico. Statements in this press release, other than statements of historical information, are forward-looking statements that are made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Investors are cautioned that forward-looking statements are inherently uncertain. Actual performance and results may differ materially from those projected or suggested herein due to certain risks and uncertainties including, without limitation, operating risks and the risks described in the Offering Memorandum. Forward-looking statements speak only as of the date on which they were made and, except as required by law, we assume no obligation to update any forward-looking statements and do not intend to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. |
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