8-K 1 jd2-25_8k.txt ================================================================================ 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): FEBRUARY 23, 2005 BUILDING MATERIALS CORPORATION OF AMERICA (Exact Name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 33-81808 22-3276290 (Commission File Number) (IRS Employer Identification Number) 1361 ALPS ROAD WAYNE, NEW JERSEY 07470 (Address of Principal Executive Offices) (Zip Code) (973) 628-3000 (Registrant's telephone number, including area code) N/A (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)) ================================================================================ ADDITIONAL REGISTRANTS Address, including zip State or other code and telephone jurisdiction number, including area Exact name of registrant of incorporation or Registration No./I.R.S. code, of registrant's as specified in its charter organization Employer Identification No. principal executive offices --------------------------- -------------------- --------------------------- --------------------------- Building Materials Delaware 333-69749-01/ 1361 Alps Road Manufacturing Corporation 22-3626208 Wayne, NJ 07470 (973) 628-3000 Building Materials Delaware 333-69749-02/ 300 Delaware Avenue Investment Corporation 22-3626206 Suite 303 Wilmington, DE 19801 (302) 427-5960
2 ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On February 23, 2005, Building Materials Corporation of America ("BMCA" or the "Company") issued a news release announcing its earnings for the fourth quarter and fiscal year ended December 31, 2004. A copy of the news release is furnished herewith as Exhibit 99.1. The news release contains information regarding non-GAAP financial measures. As used herein, "GAAP" refers to U.S. generally accepted accounting principles. The Company uses non-GAAP financial measures to eliminate the effect of certain other operating gains and charges on reported operating income. The non-GAAP financial measures are provided to assist the reader in better understanding our operational performance. The non-GAAP financial measures included in our news release have been reconciled to the most directly comparable GAAP financial measure as is required under Regulation G regarding the use of such financial measures. These non-GAAP measures should be considered in addition to, and not as a substitute, or superior to, operating income or other measures of financial performance in accordance with generally accepted accounting principles. This information is being furnished to the Commission and is not "filed" pursuant to Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is not incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be set forth by specific reference in such a filing. Additionally, the submission of this report on Form 8-K is not an admission as to the materiality of any information in this report. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 News release issued February 23, 2005 regarding results of operations for the fourth quarter and fiscal year ended December 31, 2004. 3 SIGNATURES 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. BUILDING MATERIALS CORPORATION OF AMERICA BUILDING MATERIALS INVESTMENT CORPORATION BUILDING MATERIALS MANUFACTURING CORPORATION Dated: February 24, 2005 By /s/ John F. Rebele ---------------------------------------- Name: John F. Rebele Title: Senior Vice President and Chief Financial Officer 4