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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 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
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 28, 2006, Building Materials Corporation of America ("the
Company") entered into an Amended and Restated $450 million Senior Secured
Revolving Credit Facility with Citicorp USA, Inc., as Administrative Agent and
Deutsche Bank Securities Inc., as Syndication Agent, and certain other lenders
thereto (the "Senior Secured Revolving Credit Facility"). The Senior Secured
Revolving Credit Facility has a final maturity date of September 28, 2011 and is
secured by a first priority lien on substantially all of the Company's assets
and the assets of its subsidiaries and is guaranteed by all of the Company's
current and future subsidiaries. Availability under the Senior Secured Revolving
Credit Facility is based upon eligible Accounts Receivable, Inventory, and
Property, Plant and Equipment, as defined, and includes a sub-limit for letters
of credit of $100 million. The Senior Secured Revolving Credit Facility bears
interest at a floating rate based on the lenders' Base Rate, the federal funds
rate or the Eurodollar rate, each as defined. The Company is also required to
pay unused commitment fees associated with the Senior Secured Revolving Credit
Facility. The Senior Secured Revolving Credit Facility provides for optional and
mandatory reductions in the overall $450 million commitment, subject to certain
conditions as defined. In addition, the Senior Secured Revolving Credit Facility
also provides for optional and mandatory prepayments of borrowings outstanding
under the Senior Secured Revolving Credit Facility, subject to certain
conditions. The Senior Secured Revolving Credit Facility also provides the
Company with the ability to increase the size of the facility by up to $200
million, depending on the ability to obtain commitments from lenders and meet
specified conditions, as defined.
Under the terms of the Senior Secured Revolving Credit Facility, the
Company is subject only to an interest coverage ratio financial covenant, as
defined, when liquidity falls below a specified threshold, as defined. In
addition, the Company is also required to comply with other covenants, which are
subject to certain limitations as defined, including, but not limited to, the
amount of annual capital expenditures and indebtedness, restrictions on
restricted payments, including dividends and distributions to the Company's
parent corporations and on incurring liens, sales of assets, and restrictions on
investments and other payments.
In addition, if a change of control as defined in the Senior Secured
Revolving Credit Facility occurs, the Senior Secured Revolving Credit Facility
could be terminated and the loans under the Senior Secured Revolving Credit
Facility accelerated by the holders of that indebtedness.
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: October 4, 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