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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): SEPTEMBER 18, 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
State or other Registration No./ number, including area
jurisdiction of I.R.S. Employer code, of registrant's
Exact name of registrant incorporation or Identification principal
as specified in its charter organization No. executive offices
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Building Materials Delaware 333-69749-01/ 1361 Alps Road
Manufacturing Corporation 22-3626208 Wayne, NJ 07470
(973) 628-3000
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Effective September 18, 2006, the Board of Directors of Building
Materials Corporation of America (the "Company") dismissed KPMG LLP ("KPMG") as
the Company's independent registered public accounting firm and on September 18,
2006 appointed Ernst & Young LLP as its new independent registered public
accounting firm.
The audit reports of KPMG on the consolidated financial statements of
the Company and subsidiaries as of and for the years ended December 31, 2005 and
2004 did not contain an adverse opinion or disclaimer of opinion, nor were such
reports qualified or modified as to uncertainty, audit scope or accounting
principles.
During the fiscal years ended December 31, 2005 and 2004, and in
connection with the audits of those fiscal years, and through the subsequent
interim period through September 18, 2006, there were no disagreements with KPMG
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedures which disagreement, if not resolved
to KPMG's satisfaction, would have caused KPMG to make reference in connection
with their opinion to the subject matter of the disagreement. During the fiscal
years ended December 31, 2005 and 2004, and in connection with the audits of
those fiscal years, and through the subsequent interim period through September
18, 2006, there were no reportable events within the meaning of Item
304(a)(1)(v) of Regulation S-K.
The Company has provided KPMG with a copy of the foregoing disclosures
and has requested that KPMG furnish a letter addressed to the Securities
Exchange Commission stating whether it agrees with the above statements. A copy
of that letter dated September 22, 2006 is filed as Exhibit 16.1 to this Form
8-K.
(b) Effective September 18, 2006, the Board of Directors engaged Ernst &
Young LLP ("E&Y") as its new independent registered public accounting firm. The
Company did not consult with E&Y during the fiscal years ended December 31, 2005
and December 31, 2004 or from the period from January 1, 2006 through September
18, 2006 regarding (i) the application of accounting principles to a specified
transaction, either completed or proposed; (ii) the type of audit opinion that
might be rendered by E&Y on the Company's consolidated financial statements; or
(iii) any other matter than was the subject of a disagreement between the
Company and KPMG or reportable event noted in the connection with the
performance of services.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
16.1 Letter from KPMG LLP to the Securities and Exchange Commission dated
September 22, 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: September 22, 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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16.1 Letter from KPMG LLP to the Securities and Exchange
Commission dated September 22, 2006.