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) DECEMBER 20, 2006
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BUILDING MATERIALS CORPORATION OF AMERICA
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
33-81808 22-3276290
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(Commission File Number) (IRS Employer Identification No.)
1361 ALPS ROAD
WAYNE, NEW JERSEY 07470
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(Address of Principal Executive Offices) (Zip Code)
(973) 628-3000
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(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
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ITEM 8.01. OTHER EVENTS
On December 20, 2006, Building Materials Corporation of America ("BMCA") and
Building Materials Manufacturing Corporation ("BMMC" and, together with BMCA,
the "Purchasers") announced that they have commenced cash tender offers to
purchase all of the outstanding $100,000,000 in aggregate principal amount of
the 8% Senior Notes due 2007 issued by the Purchasers (the "2007 Notes") and all
of the outstanding $155,000,000 in aggregate principal amount of the 8% Senior
Notes due 2008 issued by BMCA (the "2008 Notes"), as well as related consent
solicitations to amend the indentures governing each of the 2007 Notes and the
2008 Notes. The tender offers, as well as the related consent solicitations, are
being made upon the terms and subject to the conditions set forth in the
Purchasers' Offer to Purchase and Consent Solicitation Statement dated December
20, 2006. Each tender offer is scheduled to expire at 5:00 p.m., New York City
time, on January 23, 2007, unless extended or earlier terminated.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1 News release issued December 20, 2006 regarding tender offers to
purchase outstanding notes.
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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: December 27, 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
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EXHIBIT INDEX
Exhibit Number Description
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99.1 News release issued December 20, 2006 regarding
tender offers to purchase outstanding notes.
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