-----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, KAr1BlKw5cKtQOzDkOGiRkOWJtf+79ro2XsL+Dk8e6xt0dKT53Ey05XcvsfYDk8T Ihq8d1pJtkRduQsSwk9htw== 0000909518-06-000896.txt : 20060922 0000909518-06-000896.hdr.sgml : 20060922 20060922125955 ACCESSION NUMBER: 0000909518-06-000896 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060918 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060922 DATE AS OF CHANGE: 20060922 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BUILDING MATERIALS CORP OF AMERICA CENTRAL INDEX KEY: 0000927314 STANDARD INDUSTRIAL CLASSIFICATION: ASPHALT PAVING & ROOFING MATERIALS [2950] IRS NUMBER: 223276290 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-81808 FILM NUMBER: 061103819 BUSINESS ADDRESS: STREET 1: 1361 ALPS RD CITY: WAYNE STATE: NJ ZIP: 07470 BUSINESS PHONE: 2016283000 MAIL ADDRESS: STREET 1: 1361 ALPS ROAD CITY: WAYNE STATE: NJ ZIP: 07470 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BUILDING MATERIALS MANUFACTURING CORP CENTRAL INDEX KEY: 0001078706 STANDARD INDUSTRIAL CLASSIFICATION: ASPHALT PAVING & ROOFING MATERIALS [2950] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-69749-01 FILM NUMBER: 061103820 BUSINESS ADDRESS: STREET 1: 1361 ALPS ROAD CITY: WAYNE STATE: NJ ZIP: 07470 BUSINESS PHONE: 9736283000 MAIL ADDRESS: STREET 1: 1361 ALPS ROAD CITY: WAYNE STATE: NJ ZIP: 07470 8-K 1 mm9-2006_8k.txt 09-18-06 ================================================================================ 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): SEPTEMBER 18, 2006 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 No.) 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 code and telephone State or other Registration No./ number, including area jurisdiction of I.R.S. Employer code, of registrant's Exact name of registrant incorporation or Identification principal as specified in its charter organization No. executive offices - --------------------------- ---------------- ---------------- ----------------------- Building Materials Delaware 333-69749-01/ 1361 Alps Road Manufacturing Corporation 22-3626208 Wayne, NJ 07470 (973) 628-3000
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. (a) Effective September 18, 2006, the Board of Directors of Building Materials Corporation of America (the "Company") dismissed KPMG LLP ("KPMG") as the Company's independent registered public accounting firm and on September 18, 2006 appointed Ernst & Young LLP as its new independent registered public accounting firm. The audit reports of KPMG on the consolidated financial statements of the Company and subsidiaries as of and for the years ended December 31, 2005 and 2004 did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2005 and 2004, and in connection with the audits of those fiscal years, and through the subsequent interim period through September 18, 2006, there were no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures which disagreement, if not resolved to KPMG's satisfaction, would have caused KPMG to make reference in connection with their opinion to the subject matter of the disagreement. During the fiscal years ended December 31, 2005 and 2004, and in connection with the audits of those fiscal years, and through the subsequent interim period through September 18, 2006, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K. The Company has provided KPMG with a copy of the foregoing disclosures and has requested that KPMG furnish a letter addressed to the Securities Exchange Commission stating whether it agrees with the above statements. A copy of that letter dated September 22, 2006 is filed as Exhibit 16.1 to this Form 8-K. (b) Effective September 18, 2006, the Board of Directors engaged Ernst & Young LLP ("E&Y") as its new independent registered public accounting firm. The Company did not consult with E&Y during the fiscal years ended December 31, 2005 and December 31, 2004 or from the period from January 1, 2006 through September 18, 2006 regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered by E&Y on the Company's consolidated financial statements; or (iii) any other matter than was the subject of a disagreement between the Company and KPMG or reportable event noted in the connection with the performance of services. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 16.1 Letter from KPMG LLP to the Securities and Exchange Commission dated September 22, 2006. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. BUILDING MATERIALS CORPORATION OF AMERICA BUILDING MATERIALS MANUFACTURING CORPORATION Dated: September 22, 2006 By: /s/ John F. Rebele ---------------------------------------- Name: John F. Rebele Title: Senior Vice President, Chief Financial Officer and Chief Administrative Officer EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 16.1 Letter from KPMG LLP to the Securities and Exchange Commission dated September 22, 2006. EX-16 2 mm9-2006_8ke161.txt EX.16.1 EXHIBIT 16.1 ------------ September 22, 2006 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for Building Materials Corporation of America and, under the date of March 29, 2006, we reported on the consolidated financial statements of Building Materials Corporation of America and subsidiaries as of and for the years ended December 31, 2005 and 2004. On September 18, 2006, our appointment as principal accountants was terminated. We have read Building Materials Corporation of America's statements included under Item 4.01(a) of its Form 8-K dated September 22, 2006, and we agree with such statements, except that we are not in a position to agree or disagree with Building Materials Corporation of America's statement that on September 18, 2006 the Board of Directors of Building Materials Corporation of America appointed Ernst & Young LLP as its new independent registered public accounting firm. Very truly yours, KPMG LLP -----END PRIVACY-ENHANCED MESSAGE-----