ASSOCIATED MATERIALS INC. (SIDE) said on Friday (March 22) that it had begun a tender offer and related and consent solicitation for its $765 million of outstanding 9¼% senior subordinated notes due 2008. Associated Materials, a Dallas-based building products company, said the tender offer would expire at midnight ET on April 18, with the purchase price for the notes to be set at 2 p.m. ET on April 16 (both dates subject to possible extension), based upon a 50-basis point fixed spread over the yield at that time of the reference security, the 4¼% U.S. Treasury note due March 31, 2003. Holders who tender their notes will be required to consent to proposed indenture changes that will eliminate or modify most of the restrictive covenants contained in the notes' indenture and that will amend certain other provisions of the indenture. Those who do so by tendering their notes by the consent deadline of 5 p.m. ET on April 4 (subject to possible extension) will be eligible to receive a $20 per $1,000 principal amount consent payment as part of their compensation. Tendered notes and consents may not be withdrawn after April 4. Holders of notes tendered after such date will not receive a consent payment. All holders will additionally receive accrued and unpaid interest up to but not including the payment date. Associated Materials said the tender offer is part of a recently announced transaction, under which Harvest Partners Inc. will take it private. Under the terms of the merger agreement which the company executed on March 16, 2002 with Associated Materials Holdings Inc. - formerly known as Harvest/AMI Holdings Inc. - and Simon Acquisition Corp., a wholly owned subsidiary of Associated Materials Holdings Inc., Simon Acquisition Corp. has commenced a tender offer for all outstanding Associated Materials common shares. Completion of the note tender offer is subject to certain conditions, among them being the purchase by Simon Acquisition of a majority of the company's common stock on a fully diluted basis in the share tender; the receipt of consents from holders of at least a majority of the principal amount of the outstanding notes; and the receipt of new financing, the proceeds of which will be used to fund the tender offer and consent solicitation. UBS Warburg LLC is the dealer manager for the tender offer and solicitation agent for the consent solicitation (contact Ralph Cimmino or David Knutson at 888 722-9555 or 203 719-8035/1575). The information agent is Morrow & Co., Inc. (call 800 654-2468).

CYDSA, SA DE CV said on March 18 that it had amended and extended its previously announced tender offer for its 9 3/8% notes due 2002. The company, which had initially made an offer covering the whole of the outstanding issue, said it would now offer to purchase for cash from eligible noteholders up to $40 million of its notes at a price of $520 per $1,000 principal amount of notes, plus accrued and unpaid interest up to, but not including, the date of purchase. Cydsa also extended the tender offer deadline to midnight ET on March 29, subject to possible further extension, from the previous March 22 expiration announced earlier that same day. It said that noteholder who had already tendered their notes under the offer's original terms and who had not withdrawn them, would not need to take any further action to participate in the tender offer. To date, $12.158 million of the notes were tendered to the depositary for the offer. Cydsa further announced that the previously adjourned meeting of noteholders for the purpose of considering an extraordinary resolution which would extend the maturity of the notes and amend certain covenants in the trust deed relating to the notes would be held at 3 p.m., London time, on April 5, at the offices of Linklaters, located at One Silk Street in London. It has extended to 10 a.m. ET on April 2 the proxy submission deadline by which the noteholders of record must deliver duly executed proxies in order to vote by proxy at the adjourned noteholders' meeting, and also extended to that time the proxy payment deadline, by which the noteholders must deliver to the proxy and information agent duly executed, unrevoked proxies in favor of the extraordinary resolution in order to be eligible to receive the proxy fee. Unless revoked, duly executed proxies delivered to the proxy and information agent prior to that date in accordance with the terms of the proxy solicitation will remain in effect for the adjourned meeting. The tender offer is conditioned upon, among other things, A) the passage of the extraordinary resolution by at least 75% in aggregate principal amount of the notes voted at the adjourned meeting, at which a quorum of eligible holders of record representing more than 50% of the outstanding principal amount of notes (other than those notes held by Cydsa or Cydsa's nominees) is represented in person or by proxy; and (B)) notes representing at least $40 million must have been validly tendered, and not withdrawn under the tender offer or otherwise purchased by Cydsa, by the tender offer deadline. Cydsa may in its discretion waive any or all such conditions. AS PREVIOUSLY ANNOUNCED: Cydsa, a Monterrey, Mexico-based producer of chemicals, plastics, textile and flexible packaging, said on March 8 that it had extended its pending cash tender offer for its US$200 million of outstanding 9 3/8% notes to March 15 (the offer for the notes was disclosed to the company's debtholders in a Proxy Solicitation Statement and Offer to Purchase, dated Jan, 25, but was not believed to have been publicly announced at that time; Cydsa had also before that time distributed to all noteholders a letter of eligibility seeking to ascertain whether the holder could be considered a Qualified Institutional Buyer, as defined in Rule 144A, or could be considered to be outside the U.S. under Regulation S, both under the U.S. Securities Act of 1933, as amended). Cydsa said at that time that it expected to shortly announce the date, time and location of its Adjourned Meeting of noteholders and would send a notice of the adjourned meeting to holders of the notes. Cydsa also said it would announce in the near future the date and time by which holders of record must deliver duly executed proxies in order to vote by proxy at the Adjourned Meeting. Earlier on March 18, Cydsa had extended the tender offer deadline to 5 p.m. ET on March 22, which was subsequently extended again in a second announcement released later that same day.

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