8-K

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):  07/30/2004

HUTTIG BUILDING PRODUCTS , INC.

(Exact Name of Registrant as Specified in its Charter)

Commission File Number:  001-14982

DE	43-0334550
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

555 Maryville University Drive Suite 240

St. Louis, MO 63141

(Address of Principal Executive Offices, Including Zip Code)

314-216-2600

(Registrant’s Telephone Number, Including Area Code)

Items to be Included in this Report

Item 5.    Other events and Regulation FD Disclosure

On July 30, 2004, Huttig Building Products, Inc. announced that it had entered into a definitive agreement to sell substantially all of the assets of its American Pine Products manufacturing business, located in Prineville, Oregon, to Woodgrain Millwork, Inc. for approximately $13.8 million, with proceeds to be used to pay down debt. The transaction is expected to close on August 2, 2004. Huttig and Woodgrain will also enter into a supply agreement under which Huttig will purchase mouldings, doors, windows, door frames and other millwork products from Woodgrain for a period of five years. Huttig also reported that petroleum hydrocarbons and pentachlorophenol were discovered in soil and groundwater at the Prineville facility, that it is conducting a preliminary assessment of the scope of contamination and potential required remediation, and that it has agreed to lease the facility to Woodgrain until the Oregon Department of Environmental Quality decides that no further action will be required, at which tim e Woodgrain has agreed it would purchase the facility.

A copy of the press release announcing the sale is attached hereto as Exhibit 99.1.

Item 7.    Financial statements and exhibits

(c) Exhibits.

99.1 Press release dated July 30, 2004.

Signature(s)

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.

		HUTTIG BUILDING PRODUCTS , INC.
Date: July 30, 2004.	By:	/s/    Thomas S. McHugh
		Thomas S. McHugh
		Vice President - Finance and Chief Financial Officer

Exhibit Index

EX-99.1 2 rrd49340_674.htm PRESS RELEASE DATED JULY 30, 2004.

EXHIBIT 99.1

HUTTIG BUILDING PRODUCTS AGREES TO SELL AMERICAN PINE PRODUCTS

Woodgrain Millwork to Purchase Mouldings Manufacturer

ST. LOUIS, MO, July 30, 2004 -- Huttig Building Products, Inc. (NYSE:HBP) today announced that it has entered into a definitive agreement to sell substantially all of the assets of its American Pine Products mouldings manufacturing business, located in Prineville, Oregon, to Woodgrain Millwork, Inc. for approximately $13.8 million. Huttig will use the proceeds to reduce debt. The transaction is expected to close on August 2, 2004.

Michael A. Lupo, Huttig's President and Chief Executive Officer, said, "In the approximately 10 years that Huttig has owned American Pine Products, it has been a positive contributor to Huttig's financial results, even during very trying market conditions and intense competition from offshore producers. This opportunity to partner with Woodgrain Millwork, one of our key suppliers, is consistent with our previously disclosed strategic plan to focus on our higher margin, faster growing core distribution business. We look forward to an even stronger relationship with Woodgrain and thank all of our American Pine Products employees and wish them every success in the future."

American Pine Products manufactures pine mouldings, door frames and door components, wood window frames, specialty millwork and cutstock for the building products industry. American Pine Products had sales of approximately $31.3 million, of which approximately one-third were sales to Huttig's distribution centers, during the first six months of 2004.

Huttig and Woodgrain will also enter into a supply agreement under which Huttig will purchase mouldings, doors, windows, door frames and other millwork products from Woodgrain for a period of five years.

As part of Woodgrain's due diligence on the business, a previously unknown release of petroleum hydrocarbons and pentachlorophenol was discovered in soil and groundwater at the Prineville facility. Huttig is currently conducting a preliminary assessment of the scope of contamination and potential required remediation, and reviewing whether it can recover its costs from other possible responsible parties, including previous owners of the American Pine facility. Because Huttig's review is in its initial stage, management is unable, at this time, to determine whether any remediation or other action may be necessary or to estimate the cost, if any, to remediate this property. Huttig has agreed to lease the facility to Woodgrain until the Oregon Department of Environmental Quality decides that no further action will be required, at which time Woodgrain has agreed it would purchase the facility.

About Woodgrain

Woodgrain Millwork is a leading producer of mouldings and windows, and is the largest manufacturer of interior pine doors in the United States. With seven divisions and more than 23 manufacturing and warehouse facilities in the United States and South America, the company serves markets throughout North America. For the nearest distributor of Woodgrain Millwork products, visit www.woodgrain.com or call 1.800.452.3801.

1. About Huttig

Huttig Building Products, Inc. (NYSE: HBP) is a distributor of building materials used principally in new residential construction and in home improvement, remodeling and repair work. Its products are distributed through 53 distribution centers serving 47 states and are sold primarily to building materials dealers, directly to professional builders and large contractors and to home centers, national buying groups and industrial and manufactured housing builders.

2. Forward Looking Statements

This press release contains forward-looking information as defined by the Private Securities Litigation Reform Act of 1995. This information presents management's expectations, beliefs, plans and objectives regarding future financial performance, and assumptions or judgments concerning such performance. Any discussions contained in this press release, except to the extent that they contain historical facts, are forward-looking and accordingly involve estimates, assumptions, judgments and uncertainties. There are a number of factors that could cause actual results or outcomes to differ materially from those addressed in the forward-looking information. Such factors are detailed in the Company's Annual Report on Form 10-K for the year ended December 31, 2003 filed with the Securities and Exchange Commission.

Contact

Thomas S. McHugh, Chief Financial Officer of Huttig Building Products, Inc., at 314-216-2600.

-----END PRIVACY-ENHANCED MESSAGE-----

Exhibit No.	Description
EX-99.1	Press release dated July 30, 2004.

EX-99.1

EXHIBIT 99.1

HUTTIG BUILDING PRODUCTS AGREES TO SELL AMERICAN PINE PRODUCTS

Woodgrain Millwork to Purchase Mouldings Manufacturer

ST. LOUIS, MO, July 30, 2004 -- Huttig Building Products, Inc. (NYSE:HBP) today announced that it has entered into a definitive agreement to sell substantially all of the assets of its American Pine Products mouldings manufacturing business, located in Prineville, Oregon, to Woodgrain Millwork, Inc. for approximately $13.8 million. Huttig will use the proceeds to reduce debt. The transaction is expected to close on August 2, 2004.

Michael A. Lupo, Huttig's President and Chief Executive Officer, said, "In the approximately 10 years that Huttig has owned American Pine Products, it has been a positive contributor to Huttig's financial results, even during very trying market conditions and intense competition from offshore producers. This opportunity to partner with Woodgrain Millwork, one of our key suppliers, is consistent with our previously disclosed strategic plan to focus on our higher margin, faster growing core distribution business. We look forward to an even stronger relationship with Woodgrain and thank all of our American Pine Products employees and wish them every success in the future."

American Pine Products manufactures pine mouldings, door frames and door components, wood window frames, specialty millwork and cutstock for the building products industry. American Pine Products had sales of approximately $31.3 million, of which approximately one-third were sales to Huttig's distribution centers, during the first six months of 2004.

Huttig and Woodgrain will also enter into a supply agreement under which Huttig will purchase mouldings, doors, windows, door frames and other millwork products from Woodgrain for a period of five years.

As part of Woodgrain's due diligence on the business, a previously unknown release of petroleum hydrocarbons and pentachlorophenol was discovered in soil and groundwater at the Prineville facility. Huttig is currently conducting a preliminary assessment of the scope of contamination and potential required remediation, and reviewing whether it can recover its costs from other possible responsible parties, including previous owners of the American Pine facility. Because Huttig's review is in its initial stage, management is unable, at this time, to determine whether any remediation or other action may be necessary or to estimate the cost, if any, to remediate this property. Huttig has agreed to lease the facility to Woodgrain until the Oregon Department of Environmental Quality decides that no further action will be required, at which time Woodgrain has agreed it would purchase the facility.

About Woodgrain

Woodgrain Millwork is a leading producer of mouldings and windows, and is the largest manufacturer of interior pine doors in the United States. With seven divisions and more than 23 manufacturing and warehouse facilities in the United States and South America, the company serves markets throughout North America. For the nearest distributor of Woodgrain Millwork products, visit www.woodgrain.com or call 1.800.452.3801.

1. About Huttig

Huttig Building Products, Inc. (NYSE: HBP) is a distributor of building materials used principally in new residential construction and in home improvement, remodeling and repair work. Its products are distributed through 53 distribution centers serving 47 states and are sold primarily to building materials dealers, directly to professional builders and large contractors and to home centers, national buying groups and industrial and manufactured housing builders.

2. Forward Looking Statements

This press release contains forward-looking information as defined by the Private Securities Litigation Reform Act of 1995. This information presents management's expectations, beliefs, plans and objectives regarding future financial performance, and assumptions or judgments concerning such performance. Any discussions contained in this press release, except to the extent that they contain historical facts, are forward-looking and accordingly involve estimates, assumptions, judgments and uncertainties. There are a number of factors that could cause actual results or outcomes to differ materially from those addressed in the forward-looking information. Such factors are detailed in the Company's Annual Report on Form 10-K for the year ended December 31, 2003 filed with the Securities and Exchange Commission.

Contact

Thomas S. McHugh, Chief Financial Officer of Huttig Building Products, Inc., at 314-216-2600.