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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): JULY 28, 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)
N/A
(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))
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ADDITIONAL REGISTRANTS
Address, including
zip code and
telephone number,
Exact name of State or other Registration No./ including area
registrant as jurisdiction of I.R.S. code, of registrant's
specified in incorporation or Employer principal
its charter organization Identification No. executive offices
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Building Materials Delaware 333-69749-01/ 1361 Alps Road
Manufacturing 22-3626208 Wayne, NJ 07470
Corporation (973) 628-3000
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 28, 2006, 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
Inc., ISP Minerals Inc., ISP Investco LLC, GAF Broadcasting Company, Inc., and
ISP Management Company, Inc. ("ISP"), as assignee of ISP Chemco, Inc., each of
whom is an affiliate of the Company, effective January 1, 2006, 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 2006,
inclusive of the services provided to G-I Holdings, is approximately $6.0
million.
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On July 28, 2006, Building Materials Corporation of America ("BMCA" or
the "Company") issued a news release announcing its earnings for the second
quarter ended July 2, 2006. A copy of the news release is furnished herewith as
Exhibit 99.1.
This information is being furnished to the Commission and is not
"filed" pursuant to Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and is not incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such a filing.
Additionally, the submission of this report on Form 8-K is not an admission as
to the materiality of any information in this report.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 News release issued July 28, 2006 regarding results of
operations for the second quarter ended July 2, 2006.
SIGNATURES
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: July 28, 2006 By: /s/ John F. Rebele
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Name: John F. Rebele
Title: Senior Vice President, Chief Financial
Officer and Chief Administrative Officer
EXHIBIT INDEX
Exhibit Number Description
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99.1 News release issued July 28, 2006 regarding
results of operations for the second quarter
ended July 2, 2006.