-----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, PWeCx6s9iTSN6fiiacV1eY7lwMvZa666QdzdxJK5lLGGmJJ3EFxpRsJYTQ0CmFM/ 7L/MoKzRlOIq1U/JHu1E7w== 0000909518-06-001005.txt : 20061113 0000909518-06-001005.hdr.sgml : 20061110 20061113125730 ACCESSION NUMBER: 0000909518-06-001005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061106 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061113 DATE AS OF CHANGE: 20061113 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: 061207217 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: 061207218 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 mm11-1006_8k.txt 11-06-06 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) NOVEMBER 6, 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) NOT APPLICABLE - -------------------------------------------------------------------------------- (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 number, including area jurisdiction of No./I.R.S. code, of registrant's Exact name of registrant incorporation or Employer principal as specified in its charter organization Identification No. executive offices - --------------------------- ------------ ------------------ ----------------- Building Materials Delaware 333-69749-01/ 1361 Alps Road Manufacturing Corporation 22-3626208 Wayne, NJ 07470 (973) 628-3000
2 ITEM 8.01. OTHER EVENTS On November 6, 2006, Building Materials Corporation of America (the "Company" or "BMCA") issued a press release disclosing its interest in pursuing a business combination with ElkCorp. On the same date, a Schedule 13D was jointly filed by BMCA and certain affiliated entities disclosing BMCA's indirect beneficial ownership of 10.36% of the common stock of ElkCorp (as of November 1, 2006). By virtue of a letter dated August 28, 2006 from one of the affiliates to BMCA, the Company may be deemed to have beneficial ownership of such shares for the purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 News release issued November 6, 2006 regarding possible business combination with ElkCorp. 99.2 Letter dated August 28, 2006 from affiliate to BMCA. 3 SIGNATURE 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: November 13, 2006 By: /s/ John F. Rebele ------------------------------------ Name: John F. Rebele Title: Senior Vice President, Chief Financial Officer and Chief Administrative Officer 4 EXHIBIT INDEX Exhibit Number Description -------------- ----------- 99.1 News release issued November 6, 2006 regarding possible business combination with ElkCorp 99.2 Letter dated August 28, 2006 from affiliate to BMCA 5 EX-99 2 mm11-1006_8ke991.txt EX.99.1 EXHIBIT 99.1 ------------ - -------------------------------------------------------------------------------- BMCA NEWS Building Materials Corporation of America 1361 Alps Road, Wayne, NJ 07470 973 628-3000 - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE FOR MORE INFORMATION, CONTACT BUILDING MATERIALS CORPORATION OF AMERICA AT 973-317-5960 BMCA PROPOSES BUSINESS COMBINATION TO ELKCORP --------------------------------------------- November 6, 2006 - Building Materials Corporation of America ("BMCA"), North America's largest roofing manufacturer, which operates under the name GAF Materials Corporation, today sent a letter to Thomas D. Karol, Chairman of the Board of Directors and Chief Executive Officer of ElkCorp (NYSE: ELK) indicating its interest in pursuing a business combination with ElkCorp at an all cash price to be negotiated. The letter sent today to Mr. Karol by BMCA follows: Mr. Thomas D. Karol Chairman of the Board and Chief Executive Officer ElkCorp 14911 Quorum Drive, Suite 600 Dallas, Texas 75254-1491 Dear Tom: As we advised you last week and again on our Sunday conference call, we have a strong interest in pursuing a business combination with Elk at an all cash price to be negotiated. We believe that a combination of our two companies provides Elk shareholders with the opportunity to realize full value for their shares because of the unique synergies that exist between our two businesses which are an excellent fit for each other. For this same reason, the combination will provide significant benefits to Elk customers and employees. As you know, in addition to the extremely difficult operating environment we in the roofing industry now confront -- resulting from unprecedented asphalt costs, margin erosion, and excess inventories -- the industry faces significant long-term challenges as well. It is now readily apparent that, in the last few years, aberrational demand from weather-related events temporarily obscured the impact of higher costs and slowing industry growth, especially in the maturing market for laminated shingles. In our view, consolidation is the only logical response to these conditions. We have always held Elk and its employees in the highest regard, having known each other as competitors, suppliers, and friends. In recent months, we have carefully studied this combination and believe that Elk and BMCA are uniquely complementary. The limited overlap among customers and distribution channels, as well as the geographic fit of our companies' respective facilities, offer an opportunity to enhance the combined company's competitive position by achieving economies of scale and improving our ability to respond to customer needs to a degree that would not be available to either company on a stand-alone basis or with any other partner. As a combined company, we would lead the industry as the lowest-cost roofing manufacturer in the country, able to deliver product quickly and efficiently to customers in every section of the country. Our customers would also benefit from access to the most comprehensive product offering in roofing, the industry's oldest and most developed contractor programs, and two of the industry's most trusted and respected brand names. Finally, bringing together our companies' world-class employees, who have driven exceptional innovation and strong historical growth at both our companies, will ensure that the combined company competes effectively in the marketplace whatever challenges we face going forward. We have invested a significant amount of time and money in the evaluation of a transaction between our companies. Since our companies have known each other for many years, we are quite familiar with your business, as we know that you are with ours. With your cooperation, after conducting reasonable confirmatory due diligence, we expect to be in a position to promptly provide an appropriate offer to you and your shareholders. As discussed on our conference call, we are willing, of course, to execute a customary confidentiality agreement. In addition, you should know that as a result of our discussions with lenders, we are confident that satisfactory financing for the transaction is readily available and our offer will not be subject to a financing contingency. Finally, you should be aware that we and our advisers have thoroughly considered the antitrust implications of this transaction, and we are highly confident that there will not be any antitrust impediments to completion. In that regard, we are filing today a Hart-Scott-Rodino notification with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice. We are sorry that the New York Marathon prevented our meeting in person yesterday, but we appreciated the opportunity to present our proposal by teleconference instead. I look forward to our continued discussions. Sincerely, /s/ Robert B. Tafaro Robert B. Tafaro President and Chief Executive Officer P.S. I am enclosing a copy the 13D filing reflecting our Elk stake. Enclosure cc: The ElkCorp Board of Directors # # # BMCA INFORMATION Building Materials Corporation of America, which operates under the name of GAF Materials Corporation, is an indirect subsidiary of G-I Holdings Inc. With annual sales in 2005 approximating $2.0 billion, BMCA is North America's largest manufacturer of residential and commercial roofing products and specialty building products. # # # This news release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any ElkCorp shares, and is not a solicitation of a proxy. # # # FORWARD-LOOKING STATEMENTS This release contains some forward-looking statements as defined by the federal securities laws which are based on our current expectations and assumptions, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, projected or implied. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. EX-99 3 mm11-1006_8ke992.txt EX.99.2 EXHIBIT 99.2 ------------ [Letterhead of Heyman Properties] Samuel J. Heyman Chief Executive Officer CONFIDENTIAL August 28, 2006 Mr. Robert Tafaro BMCA 1361 Alps Road Wayne, NJ 07470 Dear Bob: BMCA currently has under consideration a proposed possible merger with a building materials company, which as you know will require a refinancing of BMCA's credit agreement. In that regard, as a result of current BMCA credit agreement restrictions, this is to confirm that you have asked me to facilitate such possible acquisition by purchasing that company's shares in the open market. I have agreed to do so, through myself and affiliate entities. In the event that BMCA should be permitted, by its credit agreement in connection with the above refinancing, to purchase such shares, I have agreed, if BMCA so requests, to sell them to BMCA at cost. Sincerely, /s/ Samuel J. Heyman SJH:kjc -----END PRIVACY-ENHANCED MESSAGE-----