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 (Date of earliest event reported):  August 31, 2004

 

 

 

American Woodmark Corporation ®

(Exact name of registrant as specified in its charter)

 

 

 

Virginia   0-14798   54-1138147

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

3102 Shawnee Drive, Winchester, Virginia   22601
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (540) 665-9100

 

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 ( see General Instruction A.2. below):

 

¨ 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))

 

American Woodmark Corporation

 

ITEM 3.03   MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
ITEM 5.03   AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS

 

On August 31, 2004, the Registrant issued a press release announcing an increase in the quarterly cash dividend and a two–for–one Stock Split. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.The amended articles of incorporation is attached hereto as Exhibit 3.1 and incorporated herein by reference.

 

ITEM 7.01   REGULATION FD DISCLOSURE

On August 31, 2004, the Registrant issued a press release announcing an additional share repurchase authorization approved by the Board of Directors. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

 

(C) Exhibits.

 

3.1   

The Registrant’s Articles of Amendment to the Articles of Incorporation.

99.1   

The Registrant’s Press Release dated August 31, 2004.

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 thereunto duly authorized.

 

AMERICAN WOODMARK CORPORATION

(Registrant)

 

/s/    D ENNIS M. N OLAN , J R .        

     

/s/    J AMES J. G OSA         

Dennis M. Nolan, Jr.

Corporate Controller

     

James J. Gosa

Chairman & Chief Executive Officer

Date: August 31, 2004

     

Date: August 31, 2004

Signing on behalf of the registrant and as principal accounting officer       Signing on behalf of the registrant and as principal executive officer

 

EXHIBIT INDEX

 

Exhibit
Number
  

Exhibit

 3.1   

The Registrant’s Articles of Amendment to the Articles of Incorporation.

99.1   

The Registrant’s Press Release dated August 31, 2004

 

Exhibit 3.1

 

AMERICAN WOODMARK CORPORATION

ARTICLES OF AMENDMENT TO THE

ARTICLES OF INCORPORATION

 


  1. Name.   The name of the Corporation is American Woodmark Corporation.

 

  2.   The Amendment.   The Amendment amends Section A of Article III of the Articles of Incorporation of the Corporation to read in its entirety as follows:

 

A.    Authorized Stock.  The aggregate number of shares that the corporation shall have authority to issue and the par value per share are as follows:


Class               Number of Shares            Par Value


Preferred        2,000,000                         $1.00

Common        40,000,000                       no par value



  3.   Board Action.   The Board of Directors adopted the Amendment at a meeting held on August 26, 2004. The Amendment was adopted pursuant to Section 13.1–706 of the Virginia Stock Corporation Act and no shareholder action was required.

 

  4.   Split of Issued and Outstanding Shares.   Upon the effective date and time of the Certificate of Amendment issued with respect to these Articles of Amendment (the “Effective Time”), each issued and outstanding share of Common Stock, no par value (the “Old Common Stock”), shall be split into two shares of Common Stock, no par value (the “New Common Stock”). In connection with the foregoing stock split, each share of Old Common Stock issued and outstanding at the Effective Time shall thereafter be deemed to evidence, without any action on the part of the holders thereof, one share of New Common Stock and each stockholder of record at the Effective Time shall become entitled to receive from the Corporation one share of New Common Stock for each share of Old Common Stock held of record by such stockholder a the Effective Time.

 

  5.   Effective Date and Time.   The Certificate of Amendment to be issued by the Virginia State Corporation Commission shall become effective at 11:59 p.m. Eastern Time on September 10, 2004.

 


Dated:   August 31, 2004

 

AMERICAN WOODMARK CORPORATION


By:  


Title:  


Exhibit 99.1

 

News Release

 

LOGO

P. O. Box 1980

Winchester, VA 22604-8090

 

FOR IMMEDIATE RELEASE

 

Contact:   

Glenn Eanes

Treasurer

540-665-9100

 

AMERICAN WOODMARK CORPORATION

 

Increases Cash Dividend, Authorizes $10 Million Share Repurchase, Announces 2–for–1 Stock Split

 

 

WINCHESTER, Virginia (August 31, 2004) — American Woodmark Corporation (Nasdaq/NM: AMWD) today announced a 20% increase in the quarterly cash dividend to $0.06 per share from the previous quarterly dividend of $0.05 per share. The cash dividend will be paid on September 24, 2004, to shareholders of record on September 10, 2004.

 

In addition, the Board of Directors authorized the repurchase of $10 million in common stock. The additional authorization increases the total repurchase program, initiated in 2001, to $30 million. The Company has already repurchased approximately $18 million in common stock under the previous $20 million authorization.

 

Jake Gosa, Chairman and CEO commented, “ Our cash dividend and stock repurchase programs are an important element in building long–term value for American Woodmark shareholders. Cash dividends provide regular yield in addition to long–term appreciation of the share price.   Our share repurchase program utilizes excess cash in an attractive reinvestment in the Company. ”

 

The Board of Directors also declared a two – for – one stock split to be distributed in the form of a stock dividend payable on September 24, 2004, to shareholders of record on September 10, 2004.

 

“We remain optimistic about the potential for continued growth in revenues, earnings and cash flow through the completion of the 2007 Vision and believe the stock split is an appropriate reward for our shareholders, ” stated Mr. Gosa.   He added, “We also expect the stock split to provide shareholders with the additional benefits of improved affordability and liquidity over the long–term by making more shares available at a lower price per share.”

 

Shareholders of record on September 10, 2004, will receive a cash dividend of $0.06 per share for each American Woodmark share they own on a pre–stock split basis. On a post–stock split basis, the cash dividend equates to $0.03 per share. In addition, shareholders will receive a stock dividend equal to one share of American Woodmark for each share they own as of the record date on September 10, 2004.

 

American Woodmark Corporation manufactures and distributes kitchen cabinets and vanities for the remodeling and new home construction markets. Its products are sold on a national basis directly to home centers, major builders and home manufacturers and through a network of independent distributors.

   

Safe harbor statement under the Private Securities Litigation Reform Act of 1995: All forward looking statements made by the Company involve material risks and uncertainties and are subject to change based on factors that may be beyond the Company’s control. Accordingly, the Company’s future performance and financial results may differ materially from those expressed or implied in any such forward looking statements. Such factors include, but are not limited to, those described in the Company’s filings with the Securities and Exchange Commission and the Annual Report to Shareholders. The Company does not undertake to publicly update or revise its forward looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

 

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