8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): April 14, 2005

Huttig Building Products, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-14982	43-0334550
(State or other jurisdiction of incorporation )	(Commission File Number)	(I.R.S. Employer Identification No.)

555 Maryville University Dr., Suite 240, St. Louis, MO	63141
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (314) 216-2600

Former name or former address, if changed since last report: Not Applicable

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 1.01 Entry into a Material Definitive Agreement.

On March 1, 2005, Cemex, S.A. de C.X. (“Cemex”), acting through a subsidiary, completed its acquisition of all of the issued share capital of RMC Group p.l.c. (“RMC”). Under the terms of the Rights Agreement between the Registrant and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.) (the “Rights Agent”) dated December 6, 1999, as amended by Amendment No. 1 to Rights Agreement dated March 16, 2000 (as amended, the “Rights Agreement”), consummation of the acquisition of RMC by Cemex could have resulted in Cemex becoming an Acquiring Person under the terms of the Rights Agreement with respect to the 5,755,940 shares of Common Stock of the Registrant owned by The Rugby Group Limited, a subsidiary of RMC (“Rugby”). On February 25, 2005, the Registrant and the Rights Agent entered into Amendment No. 2 to Rights Agreement (“Amendment No. 2”), which amended the Rights Agreement to exclude Cemex from the definition of “Acquiring Person” until April 15, 2005.

Based on Cemex’s representations to the Registrant that it has no intention of acquiring any additional shares of Common Stock or otherwise seeking control of the Registrant, and in light of Cemex’s stated intention to cause Rugby to dispose of some or all those shares and its actions in furtherance thereof, on April 14, 2005, the Registrant and the Rights Agent entered into Amendment No. 3 to Rights Agreement (“Amendment No. 3”), excluding Cemex from the definition of “Acquiring Person” subject to the terms set forth therein.

The foregoing description of Amendment No. 3 is not a complete description of the terms thereof and is qualified in its entirety by reference to the complete text of Amendment No. 3, which is filed as an exhibit hereto and incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference to this Item 3.03.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
4.1	Amendment No. 3 to Rights Agreement, dated April 14, 2005, by and between Huttig Building Products, Inc. and Mellon Investor Services LLC, as Rights Agent.

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.

	Huttig Building Products, Inc.
	(Registrant)
Date: April 15, 2005	/s/ Michael A. Lupo
	Name: Michael A. Lupo
	Title: President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
4.1	Amendment No. 3 to Rights Agreement, dated April 14, 2005, by and between Huttig Building Products, Inc. and Mellon Investor Services LLC, as Rights Agent.

EX-4.1

EXHIBIT 4.1

AMENDMENT NO. 3

TO

RIGHTS AGREEMENT

This Amendment No. 3 to Rights Agreement (this “Amendment”) is entered into by and between Huttig Building Products, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), as Rights Agent (the “Rights Agent”).

WHEREAS, the Company and the Rights Agent have entered into that certain Rights Agreement dated December 6, 1999, as amended by Amendment No. 1 to Rights Agreement dated March 16, 2000 and Amendment No. 2 to Rights Agreement dated February 25, 2005 (the “Rights Agreement”), pursuant to which the Company has issued “Rights” (as defined in the Rights Agreement) to the holders of the Company’s common stock, par value $.01 per share;

WHEREAS, Section 27 of the Rights Agreement provides that the Company may, and the Rights Agent shall, amend the Rights Agreement without the approval of holders of Rights to cure any ambiguity, to correct or supplement any provision contained therein which may be defective or inconsistent with any other provisions therein, or to make any other provisions with respect to the Rights that the Company may deem necessary or desirable; provided, however, that from and after such time as any person becomes an Acquiring Person (as defined in the Rights Agreement), the Rights Agreement may not be amended in any manner which would adversely affect the interests of holders of Rights; and

WHEREAS, the Board of Directors of the Company has determined that no person has become or is currently an Acquiring Person.

NOW THEREFORE, the parties hereby agree as follows:

1. The first sentence of Section 1(a) of the Rights Agreement is hereby amended to read in its entirety as follows:

“(a) “Acquiring Person” shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 20% or more of the Common Shares of the Company then outstanding, but shall not include Cemex (as such term is hereinafter defined), any Subsidiary (as such term is hereinafter defined) of Cemex, RMC (as such term is hereinafter defined), any Subsidiary of RMC, the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan, The Crane Fund or The Crane Fund for Widows and Children; provided, however, that the foregoing exception for Cemex and any Subsidiary of Cemex and RMC and any Subsidiary of RMC shall be effective only for so long as RMC and its Affiliates and Associates shall beneficially own no Common Shares of the Company other than (i)

Common Shares of the Company acquired by Rugby (as such term is hereinafter defined) or a Subsidiary of Rugby pursuant to the Share Exchange Agreement dated as of October 19, 1999 among the Company, Crane Co., and Rugby (“Share Exchange Shares”); and/or (ii) Common Shares of the Company issued as a dividend on Share Exchange Shares or issued in a reclassification, subdivision, consolidation or combination of Share Exchange Shares and/or (iii) additional Common Shares of the Company in an aggregate amount not exceeding 1% of the Common Shares of the Company outstanding at the time of acquisition of any Common Shares.”

2. This Amendment shall be effective as of the date the same is executed by the Rights Agent. Except as specifically amended by this Amendment, the provisions of the Rights Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested on the dates indicated below.

		HUTTIG BUILDING PRODUCTS, INC.
Attest:
By:	/s/ Dianne E. Muccigrosso	By:	/s/ Michael A. Lupo
Name:	Dianne E. Muccigrosso		Michael A. Lupo, President and Chief
Title:	Assistant Secretary		Executive Officer
		Date: April 11, 2005

2

		MELLON INVESTOR SERVICES LLC
Attest:
By:	/s/ Ruth A. Brunette	By:	/s/ Jane A. Marten
Name:	Ruth A. Brunette	Name:	Jane A. Marten
Title:	Client Relationship Executive	Title:	Client Relationship Executive
		Date:	April 14, 2005

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