-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V4ilkG3jp8bIUmSy78DusY/LwXwx2Ft1GLbVMuHr7pqrMP9YIUoBrVo7/jE8XVlN cxDkhdVkPO2gQQ8u+TudrA== 0001194396-05-000168.txt : 20051115 0001194396-05-000168.hdr.sgml : 20051115 20051114175834 ACCESSION NUMBER: 0001194396-05-000168 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051114 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051115 DATE AS OF CHANGE: 20051114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GIBRALTAR INDUSTRIES, INC. CENTRAL INDEX KEY: 0000912562 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 161445150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22462 FILM NUMBER: 051203544 BUSINESS ADDRESS: STREET 1: 3556 LAKE SHORE ROAD STREET 2: P O BOX 2028 CITY: BUFFALO STATE: NY ZIP: 14219-0228 BUSINESS PHONE: 7168266500 MAIL ADDRESS: STREET 1: GATEWAY EXECUTIVE PARK STREET 2: 3556 LAKE SHORE ROAD PO BOX 2028 CITY: BUFFALO STATE: NY ZIP: 14219-0228 FORMER COMPANY: FORMER CONFORMED NAME: GIBRALTAR STEEL CORP DATE OF NAME CHANGE: 19930924 8-K 1 gibraltar8k_58271.txt FORM 8K 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) November 14, 2005 _________________________ GIBRALTAR INDUSTRIES, INC. ______________________________________________________ (Exact name of registrant as specified in its charter) Delaware 0-22462 16-1445150 ____________________________ ____________________ ______________________ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3556 Lake Shore Road P.O. Box 2028 Buffalo, New York 14219-0228 ___________________________ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (716) 826-6500 ___________________________ ITEM 7.01 Regulation FD Disclosure. Attached as Exhibit 99.1 to this Form 8-K, the Registrant has furnished the text of a Press Release the Company issued November 14, 2005. This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless the Registrant specifically incorporates it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. By filing this Current Report on Form 8-K and furnishing this information, the Registrant makes no admission as to the materiality of any information in this report that is required to be disclosed soley by reason of Regulation FD. Item 9.01 - Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired - None (b) Pro Forma Financial Information - None. (c) Exhibits 99.1 - Press Release issued November 14, 2005 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 14, 2005 GIBRALTAR INDUSTRIES, INC. /S/ David W. Kay ____________________ Name: David W. Kay Title: Chief Financial Officer
EXHIBIT INDEX Exhibit 99.1 Text of Press Release
EX-99.1 2 gibraltarex991_58271.txt PRESS RELEASE Exhibit 99.1 For Immediate Release November 14, 2005 GIBRALTAR TO OFFER SENIOR SUBORDINATED NOTES BUFFALO, NEW YORK (November 14, 2005) - Gibraltar Industries, Inc. (NASDAQ: ROCK) announced today that, subject to market and other conditions, it intends to offer $200 million in aggregate principal amount of senior subordinated notes due 2015 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 ("Securities Act") and to persons outside the United States in compliance with Regulation S under the Securities Act. Gibraltar intends to use the proceeds to partially repay a $300 million bank term loan drawn down for the purpose of acquiring Alabama Metal Industries Corporation. This announcement is neither an offer to sell nor a solicitation to buy these securities. The securities will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and in compliance with applicable state laws. Information contained in this release, other than historical information, should be considered forward-looking, and may be subject to a number of risks and uncertainties, including: general economic conditions; the impact of the availability and the effects of changing raw material prices on the Company's results of operations; natural gas and electricity prices and usage; the ability to pass through cost increases to customers; changing demand for the Company's products and services; risks associated with the integration of acquisitions; changes in interest or tax rates; and other matters discussed in the Company's filings with the Securities and Exchange Commission. --30-- CONTACT: Kenneth P. Houseknecht, Vice President of Communications and Investor Relations, at 716/826-6500, khouseknecht@gibraltar1.com. Gibraltar's news releases, along with comprehensive information about the Company, are available on the Internet, at www.gibraltar1.com.
-----END PRIVACY-ENHANCED MESSAGE-----