UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported):
June 17, 2002
BUILDING MATERIALS CORPORATION OF AMERICA
(Exact name of registrant as specified in its charter)
DELAWARE 33-81808 22-3276290
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification Number)
incorporation)
1361 Alps Road, Wayne, New Jersey 07470
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (973) 628-3000
ADDITIONAL REGISTRANTS
Address, including zip code
and telephone number,
State or other jurisdiction including area code, of
Exact name of registrant as of incorporation or Registration No./I.R.S. registrant's principal
specified in its charter organization Employer Identification No. executive offices
- ------------------------ ------------ --------------------------- -----------------
Building Materials Delaware 333-69749-01/ 1361 Alps Road
Manufacturing Corporation 22-3626208 Wayne, NJ 07470
(973) 628-3000
Building Materials Investment Delaware 333-69749-02/ 300 Delaware Avenue, Suite 303
Corporation 22-3626206 Wilmington, DE 19801
(302) 427-5960
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On June 17, 2002, the Board of Directors of Building Materials
Corporation of America ("BMCA"), decided not to renew the engagement of its
independent auditors, Arthur Andersen LLP ("Arthur Andersen"), and selected KPMG
LLP as its independent auditors for the fiscal year ending December 31, 2002.
The change in auditors will become effective June 21, 2002.
Arthur Andersen's reports on the consolidated financial statements
of BMCA for the fiscal years ended December 31, 2001 and 2000 did not contain
any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31, 2001 and 2000 and the
subsequent interim period between December 31, 2001 and the date of this Current
Report on Form 8-K, there were no disagreements between BMCA and Arthur Andersen
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to Arthur
Andersen's satisfaction, would have caused Arthur Andersen to make reference to
the subject matter of the disagreement in connection with its reports for such
years; and there were no reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K.
BMCA has provided to Arthur Andersen a copy of the foregoing
disclosures made in this Current Report on Form 8-K. Attached as Exhibit 16 is a
copy of Arthur Andersen's letter, dated June 21, 2002, stating it has found no
basis for disagreement with such statements.
During the fiscal years ended December 31, 2001 and 2000 and the
subsequent interim period between December 31, 2001 and the date of this Current
Report on Form 8-K, neither BMCA nor anyone acting on its behalf consulted with
KPMG LLP with respect to the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on BMCA's consolidated financial statements, or any other
matters or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation
S-K.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit Number Description
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16 Letter from Arthur Andersen LLP to the
Securities Exchange Commission dated
June 21, 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
BUILDING MATERIALS CORPORATION OF AMERICA
BUILDING MATERIALS INVESTMENT CORPORATION
BUILDING MATERIALS MANUFACTURING CORPORATION
Dated: June 21, 2002 By: /s/ John F. Rebele
-------------------------------------
Name: John F. Rebele
Title: Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
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16 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission dated June 21, 2002
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