UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 8, 2004
(Date of earliest event reported)
APOGEE ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-6365
| Minnesota | 41-0919654 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
7900 Xerxes Avenue South, Suite 1800,
Minneapolis, Minnesota 55431
(Address of principal executive offices, including zip code)
(952) 835-1874
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure.
On November 8, 2004, Apogee Enterprises, Inc. announced that its Harmon, Inc. subsidiary had entered into a definitive agreement to purchase the assets of Architectural Wall Solutions, Inc. (AWallS), an Indiana corporation. A copy of the press release announcing the agreement is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (c) | The following exhibit is being furnished with this report: |
| 99.1 | Press Release, dated November 8, 2004, of Apogee Enterprises, Inc. |
SIGNATURE
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 hereunto duly authorized.
| APOGEE ENTERPRISES, INC. | ||
| By: |
/s/ William F. Marchido | |
| William F. Marchido Chief Financial Officer | ||
Date: November 12, 2004
EXHIBIT INDEX
| 99.1 | Press Release, dated November 8, 2004, of Apogee Enterprises, Inc. | |
EXHIBIT 99.1
| Contact: |
Mary Ann Jackson | |
| Investor Relations | ||
| 952-830-0674 | ||
| mjackson@apog.com |
For Immediate Release
Monday, November 8, 2004
APOGEE ENTERPRISES ANNOUNCES DEFINITIVE AGREEMENT
TO PURCHASE GLASS INSTALLER
MINNEAPOLIS, MN (November 8, 2004) – Apogee Enterprises, Inc. (Nasdaq: APOG), which develops and delivers value-added glass products and services for the architectural, large-scale optical and automotive industries, today announced that its Harmon, Inc. subsidiary has entered into a definitive agreement to purchase the assets of Architectural Wall Solutions, Inc. (AWallS) of Bolingbrook, IL, the ninth largest commercial glass installation business in the United States. Harmon, Inc. is part of Apogee’s architectural segment and the largest U.S. full-service commercial building glass installation, maintenance and renovation company. This transaction is part of Apogee’s strategy to strengthen and grow its architectural businesses.
As part of the purchase, Apogee intends to hire AWallS management and employees, who have extensive industry expertise and experience. The purchase also includes AWallS’ backlog of business, which is primarily in the Midwest and Northwest. Apogee currently anticipates that the acquisition will add $25 to $30 million to its architectural segment backlog and approximately $25 million in annual revenues in its first full year of operations.
The transaction is expected to close by the end of December, subject to customary conditions. Terms were not disclosed.
“This acquisition is another building block in our strategy to improve and grow our high-potential architectural products and services businesses,” said Russell Huffer, Apogee chairman and chief executive officer. “The purchase of AWallS will bring a strong organization that
augments the strengths within Harmon. We will fill some critical organization needs with key AWallS executives who will assist with our ongoing efforts to improve the predictability and profitability of Harmon and our growth strategies. In addition, we expect to gain glass installation market share as we add to our presence in the Midwest and enter the Northwest region.”
“This acquisition will further strengthen our management team, enhance our operational best practices and enable us to grow our business,” said Chuck Mowrey, president of Harmon, Inc. “It clearly demonstrates the value Apogee places on Harmon and reflects a continued commitment to our company, our people and our customers.”
“Combining our AWallS business with Harmon will allow us to offer our customers expanded services and resources,” said AWallS executives Dennis Pilkinton and Tom Niepokoj. “And, our employees, who are a strength of AWallS, will have greater opportunities for growth with a larger industry leader.”
About Apogee Enterprises
Apogee Enterprises, Inc. (www.apog.com), headquartered in Minneapolis, is a world leader in technologies involving the design and development of value-added glass products, services and systems. The company is organized in three segments:
| • | Architectural products and services companies design, engineer, fabricate, install, maintain and renovate the walls of glass and windows comprising the outside skin of commercial and institutional buildings. Businesses in this segment are: Viracon, the leading fabricator of coated, high-performance architectural glass for global markets; Harmon, Inc., one of the largest U.S. full-service building glass installation, maintenance and renovation companies; Wausau Window and Wall Systems, a manufacturer of custom aluminum window systems and curtainwall; and Linetec, a paint and anodizing finisher of window frames, curtainwall and PVC shutters. |
| • | Large-scale optical technologies segment consists of Tru Vue, a value-added glass and acrylic manufacturer for the custom framing and pre-framed art markets, and a producer of optical thin film coatings for consumer electronics displays. |
| • | Automotive replacement glass and services segment consists of Viracon/Curvlite, a U.S. fabricator of aftermarket foreign and domestic car windshields. |
About Architectural Wall Solutions
Architectural Wall Solutions, Inc. (AWallS), based in the Chicago suburb of Bolingbrook and with a field office in Seattle, supplies and installs exterior glass and aluminum building enclosure systems for customers throughout the United States. It often provides complete building exteriors, offering cost-effective means of combining building materials for a comprehensive curtainwall system. Since its formation in 1997, AWallS has built a strong industry reputation through a combination of management expertise, technical excellence and financial stability.
Forward-looking statements
The discussion above contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect Apogee management’s
expectations or beliefs as of the date of this release. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements are qualified by factors that may affect the operating results of the company, including the following: Operational risks within (A) the Architectural segment: i) competitive, price-sensitive and changing market conditions, including unforeseen delays in project timing and work flow; ii) economic conditions and the cyclical nature of the North American commercial construction industry; iii) product performance, reliability or quality problems that could delay payments, increase costs, impact orders or lead to litigation; iv) the segment’s ability to fully utilize production capacity; and v) risks associated with completing the AWallS acquisition and integrating the business acquired in a timely and cost-efficient manner; (B) the Large-Scale Optical segment: i) integration of the two manufacturing facilities in this segment; ii) timing of the transition of manufacturing capacity from consumer electronics to picture framing products; iii) markets that are impacted by consumer confidence; iv) dependence on a relatively small number of customers; and v) ability to utilize manufacturing facilities; and (C) the Auto Glass segment: i) negotiation of a new long-term supply agreement between Viracon/Curvlite and PPG Industries; ii) changes in market dynamics; iii) market seasonality; iv) highly competitive, fairly mature industry; and v) performance of the PPG Auto Glass, LLC joint venture. Additional factors include: i) revenue and operating results that are volatile; ii) the possibility of a material product liability event; iii) the costs of compliance with governmental regulations relating to hazardous substances; iv) management of discontinued operations exiting activities; and v) foreign currency risk related to discontinued operations. The company cautions readers that actual future results could differ materially from those described in the forward-looking statements. The company wishes to caution investors that other factors may in the future prove to be important in affecting the company’s results of operations. New factors emerge from time to time and it is not possible for management to predict all such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or a combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. For a more detailed explanation of the foregoing and other risks and uncertainties, see Exhibit 99.1 to the company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2004.