-----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, NtsM5C2wj+ipKkzBqlI4oETnspSVhTI+0XUHufiP0tvdmnx9S3oyFC9lFRw2CJW/ rxUmaHnCQY8nb8YWA2bDug== 0000909518-07-000777.txt : 20070822 0000909518-07-000777.hdr.sgml : 20070822 20070822110648 ACCESSION NUMBER: 0000909518-07-000777 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070822 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events FILED AS OF DATE: 20070822 DATE AS OF CHANGE: 20070822 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: 071072356 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: 071072357 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 mm08-2207_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) AUGUST 22, 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
2 ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. The information set forth in Item 8.01 is hereby incorporated by reference. ITEM 8.01 OTHER EVENTS. Based on its progress in pursuing certain initiatives, Building Materials Corporation of America ("BMCA" or the "Company") now estimates that the total cost savings from synergies related to BMCA's acquisition of ElkCorp ("Elk") and from plant rationalizations previously disclosed is expected to be at a run-rate of approximately $150 million per year by the end of the Company's first fiscal quarter of 2008. The Company estimates that, as of the end of the quarter ended July 1, 2007, it has realized in excess of 30% of these annual cost savings (calculated on a run rate basis). This report may include "forward looking statements" within the meaning of the federal securities laws. Forward-looking statements inherently involve risks and uncertainties that could cause actual future results and occurrences to differ materially from the forward-looking statements. In particular, BMCA cannot assure you that it will be able to realize the cost savings identified above either in the amount or the time frame that BMCA projects. Some of the risks which could affect BMCA's ability to realize these cost savings include factors relating to: (i) the difficulty of integrating the corporate and administrative infrastructures of BMCA and Elk, (ii) the fact that the process of consolidating operations, including plant capacity, may be more complex and require a longer time frame than originally anticipated and (iii) the effects of changes in market conditions (including with respect to transportation costs or BMCA's purchase of raw materials). Reference is made to BMCA's Form 10-Q filed with the U.S. Securities and Exchange Commission on May 16, 2007 for a further description of certain factors which could affect BMCA's ability to realize these cost savings. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. 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: August 22, 2007 By: /s/ John F. Rebele ----------------------------------------- Name: John F. Rebele Title: Senior Vice President, Chief Financial Officer and Chief Administrative Officer 4 -----END PRIVACY-ENHANCED MESSAGE-----