-----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, KOGnmiL4eyvHorirVyoiV9QmlWCIay/8WVfVi/yjzP7Oq4jtP3oVcBi6fHmnZqrO 83GoAgAbTPLpqQjTzx7XbA== 0000909518-07-000049.txt : 20070123 0000909518-07-000049.hdr.sgml : 20070123 20070123161112 ACCESSION NUMBER: 0000909518-07-000049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070118 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070123 DATE AS OF CHANGE: 20070123 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: 07546655 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: 07546656 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 mm01-2307_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) JANUARY 18, 2007 --------------------------- 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
ITEM 8.01. OTHER EVENTS On January 18, 2007, Building Materials Corporation of America ("BMCA") and Building Materials Manufacturing Corporation ("BMMC," and together with BMCA, the "Purchasers") announced that, in connection with BMCA and BMMC's previously announced tender offer (the "2007 Offer") to purchase for cash all of their outstanding 8% Senior Notes due 2007 (the "2007 Notes") and BMCA's previously announced tender offer (the "2008 Offer" and, together with the 2007 Offer, the "Offers") to purchase for cash all of its outstanding 8% Senior Notes due 2008 (the "2008 Notes," and together with the 2007 Notes, the "Notes") as well as the related consent solicitations to amend each of the indentures governing the 2007 Notes and the 2008 Notes, it is extending the expiration date of the Offers to 12:00 midnight, New York City time on February 14, 2007, unless further extended or earlier terminated. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. 99.1 News release issued January 18, 2007 regarding extension of expiration of tender offer. 2 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: January 23, 2007 By: /s/ John F. Rebele -------------------------------------- Name: John F. Rebele Title: Senior Vice President, Chief Financial Officer and Chief Administrative Officer 3 EXHIBIT INDEX Exhibit Number Description 99.1 News release issued January 18, 2007 regarding extension of expiration of tender offer. 4 EX-99 2 mm01-2307_8ke991.txt EXHIBIT 99.1 ------------ - -------------------------------------------------------------------------------- BMCA NEWS Building Materials 1361 Alps Road, Wayne, NJ 07470 973 628-3000 Corp. of America - -------------------------------------------------------------------------------- BUILDING MATERIALS CORPORATION OF AMERICA ANNOUNCES EXTENSION OF EXPIRATION DATE OF ITS CASH TENDER OFFER AND CONSENT SOLICITATION NEW YORK - January 18, 2007- Building Materials Corporation of America ("BMCA") and Building Materials Manufacturing Corporation ("BMMC," and together with BMCA, the "Purchasers") announced today that, in connection with BMCA and BMMC's previously announced tender offer (the "2007 Offer") to purchase for cash all of their outstanding 8% Senior Notes due 2007 (the "2007 Notes") and BMCA's previously announced tender offer (the "2008 Offer" and, together with the 2007 Offer, the "Offers") to purchase for cash all of its outstanding 8% Senior Notes due 2008 (the "2008 Notes," and together with the 2007 Notes, the "Notes") as well as the related consent solicitations to amend each of the indentures governing the 2007 Notes and the 2008 Notes, it is extending the expiration date of the Offers to 12:00 midnight, New York City time on February 14, 2007, unless further extended or earlier terminated. Based on this expiration date, the price determination date will be 2:00 p.m. on the second business day preceding the expiration date, February 12, 2007. The Purchasers will publicly announce the pricing information by issuing a news release prior to 9:00 a.m. New York City time on the day following the price determination date. Bear, Stearns & Co. Inc. and Deutsche Bank Securities are acting as Dealer Managers and Solicitation Agents in connection with the tender offers and consent solicitations. Questions about the tender offers and consent solicitations may be directed to the Global Liability Management Group at Bear, Stearns & Co. Inc. at (877) 696-2327 (toll free), the High Yield Capital Markets Group at Deutsche Bank Securities Inc. at (800) 553-2826 (toll free), or to D.F. King & Co. Inc., the Information Agent for the tender offers and consent solicitations, at (212) 269-5550 (collect) or (800) 628-8536 (toll free). A more comprehensive description of the tender offers and consent solicitations can be found in the Purchasers' Offer to Purchase and Consent Solicitation Statement and the related Consent and Letter of Transmittal dated December 20, 2006. Copies of these documents and other related documents can be obtained from the Information Agent. This press release is neither an offer to purchase nor a solicitation of an offer to sell securities and no recommendation is made as to whether or not holders of the Notes should tender their securities pursuant to the tender offers. The tender offers are made only by the Offer to Purchase and Consent Solicitation Statement dated December 20, 2006. **** 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. # # # 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. 2 -----END PRIVACY-ENHANCED MESSAGE-----