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) JANUARY 4, 2007
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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
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Building Materials Delaware 333-69749-01/ 1361 Alps Road
Manufacturing Corporation 22-3626208 Wayne, NJ 07470
(973) 628-3000
ITEM 8.01. OTHER EVENTS
On January 4, 2007, Building Materials Corporation of America ("BMCA") and
Building Materials Manufacturing Corporation ("BMMC" and, together with BMCA,
the "Purchasers") announced that, in connection with BMCA and BMMC's previously
announced tender offer to purchase for cash all of their outstanding 8% Senior
Notes due 2007 (the "2007 Notes") and BMCA's previously announced tender offer
to purchase for cash all of its outstanding 8% Senior Notes due 2008 (the "2008
Notes," and together with the 2007 Notes, the "Notes") as well as the related
consent solicitations to amend each of the indentures governing the 2007 Notes
and the 2008 Notes, the Purchasers have been advised by the depositary for the
tender offers and consent solicitations that, as of 5 P.M. New York City time on
January 4, 2007, holders of a majority in aggregate principal amount of each of
the 2007 Notes and the 2008 Notes had validly tendered and not withdrawn their
Notes and had provided their consents to effect the proposed amendments to the
indentures under which the 2007 Notes and the 2008 Notes were issued.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1 News release issued January 4, 2007 regarding receipt of
requisite consents.
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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: January 5, 2007 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 January 4, 2007 regarding receipt of
requisite consents.
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