-----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, CCqLCabHONu3IPOFqu9orHVcS0i5f5bJOZpDGXl0xp1lLHC0WTcyS3E89r97lIQn cb3X/Vs0eunG66EABXa75w== 0000909518-08-000193.txt : 20080225 0000909518-08-000193.hdr.sgml : 20080225 20080225170232 ACCESSION NUMBER: 0000909518-08-000193 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080219 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080225 DATE AS OF CHANGE: 20080225 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: 08640123 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: 08640124 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 mm02-2508_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 19, 2008 ------------------------- 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On February 19, 2008, Building Materials Corporation of America ("BMCA" or the "Company") amended the management agreement with G-I Holdings Inc., Merick Inc., International Specialty Products Inc., International Specialty Holdings LLC, ISP Minerals Inc., ISP Investco LLC, GAF Broadcasting Company, Inc., and ISP Management Company, Inc. ("ISP"), as assignee of ISP Chemco LLC (formerly ISP Chemco, Inc.), each of whom is an affiliate of the Company, effective January 1, 2007, whereby ISP provides the Company with certain management services. The purpose of the amendment was to adjust the management fees and rent payable by the Company to ISP under the management agreement. Accordingly, the aggregate amount payable to ISP under the management agreement for services provided to the Company in 2007, inclusive of the services provided to G-I Holdings, was approximately $6.7 million. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. 10.1 Amendment No. 9 to the Amended and Restated Management Agreement, dated as of January 1, 2007, by and among G-I Holdings Inc., Merick Inc., International Specialty Products Inc., International Specialty Holdings LLC, ISP Minerals Inc., ISP Investco LLC, GAF Broadcasting Company, Inc., Building Materials Corporation of America and ISP Management Company, Inc. as assignee of ISP Chemco LLC (formerly ISP Chemco, Inc.). 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: February 25, 2008 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 - -------------- ----------- 10.1 Amendment No. 9 to the Amended and Restated Management Agreement, dated as of January 1, 2007, by and among G-I Holdings Inc., Merick Inc., International Specialty Products Inc., International Specialty Holdings LLC, ISP Minerals Inc., ISP Investco LLC, GAF Broadcasting Company, Inc., Building Materials Corporation of America and ISP Management Company, Inc. as assignee of ISP Chemco LLC (formerly ISP Chemco, Inc.). 5 EX-10 2 mm02-2508_8ke101.txt EXHIBIT 10.1 ------------ AMENDMENT No. 9, dated as of January 1, 2007, to AMENDED AND RESTATED MANAGEMENT AGREEMENT, dated as of January 1, 1999, as amended by Amendment No. 1, dated as of January 1, 2000, Amendment No. 2, dated as of January 1, 2001, Amendment No. 3, dated as of June 27, 2001, Amendment No. 4, dated as of January 1, 2002, Amendment No. 5, dated as of January 1, 2003, Amendment No. 6 dated as of January 1, 2004, Amendment No. 7 dated as of January 1, 2005 and Amendment No. 8 dated as of January 1, 2006 (as so amended, the "Agreement"), by and among G-I Holdings Inc., Merick Inc., International Specialty Products Inc. ("ISP"), International Specialty Holdings LLC ("ISH"), ISP Investco LLC ("Investco"), ISP Minerals Inc. ("Minerals"), GAF Broadcasting Company, Inc., Building Materials Corporation of America ("BMCA"), and ISP Management Company, Inc. (the "Company"), as assignee of ISP Chemco LLC (formerly ISP Chemco Inc.). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Agreement. WHEREAS, in accordance with Section 7 of the Agreement, the parties desire to adjust the management fees payable to the Company under the Agreement in order to properly reflect the costs to the Company of providing services thereunder; NOW, THEREFORE, the parties hereby amend the Agreement as follows: 1. Section 3 of the Agreement is hereby amended, effective as of the date hereof, to read in its entirety as follows: "In consideration of the Company providing Services hereunder, each of the parties listed below shall pay to the Company a management fee (the "Management Fee") at the following respective rates for the quarter ending March 31, 2007 and for each quarter thereafter for which this Agreement has been extended as provided in Section 1 of this Agreement: BMCA (on behalf of itself, its parent and its subsidiaries) - $1,062,000; ISP - $5,000; ISH - $10,000; Minerals - $1,819,000 and Investco (on behalf of itself and its subsidiaries) - $797,000. The Management Fee shall be payable monthly in arrears. In addition to the Management Fee, a wholly owned subsidiary of BMCA shall pay to the Company (as successor to both the overlandlord's and sublandlord's interests in the subject real property) rent payments pursuant to and in accordance with the terms of the Sublease (as amended) between such wholly owned subsidiary of BMCA and Company, the form of which is attached as Exhibit A hereto and made a part hereof. In consideration of BMCA providing G-I Services hereunder, G-I Holdings Inc. (on behalf of itself and its subsidiaries other than BMCA and BMCA's subsidiaries) shall pay to BMCA a management fee (the "G-I Management Fee") at the rate of $205,000 for the quarter ended March 31, 2007 and for each quarter thereafter for which this Agreement has been extended as provided in Section 1 of this Agreement. The G-I Management Fee shall be payable monthly in arrears." 2. Exhibit A to the Agreement is hereby amended to substitute therefore Exhibit A to this Amendment. 3. In all other respects, the Agreement as previously amended shall remain in full force and effect. 4. This Amendment is subject to the approval of the Board of Directors of the Company. 5. This Amendment may be executed in one or more counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same instrument. Failure by any one party to execute this Amendment shall not affect the rights and obligations of any other party signatory hereto. IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written. G-I HOLDINGS INC. GAF BROADCASTING COMPANY, INC. By: /Steven J. Sklar/ By: /Robert B. Tafaro/ ----------------------------- ----------------------------- Name: Steven J. Sklar Name: Robert B. Tafaro Title: Vice President and Title: Chief Executive Officer, Chief Tax Advisor President and Secretary Date: February 15, 2008 Date: February 5, 2008 MERICK INC. BUILDING MATERIALS CORPORATION OF AMERICA By: /Robert B. Tafaro/ ----------------------------- By: /John F. Rebele/ Name: Robert B. Tafaro ----------------------------- Title: Chief Executive Officer, Name: John F. Rebele President and Secretary Title: Senior Vice President, Date: February 5, 2008 Chief Financial Officer and Chief Administrative Officer INTERNATIONAL SPECIALTY Date: February 1, 2008 PRODUCTS INC. By: /Douglas A. Vaughan/ ISP MANAGEMENT COMPANY, INC. ----------------------------- Name: Douglas A. Vaughan Title: Senior Vice President and By: /Douglas A. Vaughan/ Chief Financial Officer ----------------------------- Date: February 14, 2008 Name: Douglas A. Vaughan Title: Senior Vice President and Chief Financial Officer ISP MINERALS INC. Date: February 14, 2008 ISP INVESTCO LLC By: /Kenneth E. Walton/ By:International Specialty Holdings LLC, ----------------------------- its sole member Name: Kenneth E. Walton Title: President Date: February 19, 2008 By: /Douglas A. Vaughan/ ----------------------------- Name: Douglas A. Vaughan INTERNATIONAL SPECIALTY Title: Senior Vice President and HOLDINGS LLC Chief Financial Officer Date: February 14, 2008 By: /Douglas A. Vaughan/ ----------------------------- Name: Douglas A. Vaughan Title: Senior Vice President and Chief Financial Officer Date: February 14, 2008 2 EXHIBIT A --------- AMENDMENT OF SUBLEASE THIS AMENDMENT (the "Amendment") is made as of January 1, 2007 by and between ISP MANAGEMENT COMPANY, INC. ("Sublessor") and BUILDING MATERIALS MANUFACTURING CORPORATION, as successor-in-interest to Building Materials Corporation of America ("Sublessee"). WITNESSETH ---------- WHEREAS, Sublessor and Sublessee entered into a certain Sublease Agreement dated as of January 1, 1998, as amended by Amendment of Sublease dated as of January 1, 1999, and as further amended by Amendment of Sublease dated as of January 1, 2000, Amendment of Sublease dated as of April 5, 2000, Amendment of Sublease dated as of January 1, 2001, Amendment of Sublease dated as of January 1, 2002, Amendment of Sublease dated as of January 1, 2003, Amendment of Sublease dated as of January 1, 2004, Amendment of Sublease dated as of January 1, 2005 and Amendment of Sublease dated as of January 1, 2006 (collectively, the "Sublease"); and, WHEREAS, Sublessor and Sublessee wish to modify the Sublease as provided below. NOW THEREFORE, in consideration of the mutual covenants herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sublessor and Sublessee hereby agree to amend the Sublease as follows: 1. Paragraph 4 (Rent) is amended to increase the rent for the period commencing January 1, 2007 through and including December 31, 2007 to $204,163.00 per month, based on an annual rent of $2,449,956. The rent for any partial calendar month shall be prorated based on the actual number of days in such calendar month. Except as expressly provided above, the terms, provisions and conditions of the Sublease remain unmodified and in full force and effect. (Remainder of page left blank intentionally.) 3 IN WITNESS WHEREOF, Sublessor and Sublessee have executed this amendment as of the date first set forth above. SUBLESSOR: SUBLESSEE: ISP MANAGEMENT COMPANY, INC., BUILDING MATERIALS a Delaware corporation MANUFACTURING CORPORATION, a Delaware corporation By: /Douglas A. Vaughan/ By: /John F. Rebele/ ---------------------------- ---------------------------- Name: Douglas A. Vaughan Name: John F. Rebele Title: Senior Vice President and Title: Senior Vice President, Chief Financial Officer Chief Financial Officer and Chief Administrative Officer Date: February 14, 2008 Date: February 1, 2008 ---------------------------- ---------------------------- 4 -----END PRIVACY-ENHANCED MESSAGE-----