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) FEBRUARY 12, 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
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ITEM 8.01. OTHER EVENTS
On February 12, 2007, Building Materials Corporation of America ("BMCA")
announced that its indirect, wholly-owned subsidiary, BMCA Acquisition Sub Inc.
(the "Purchaser"), has commenced cash tender offers to purchase all of the
outstanding $25,000,000 in aggregate principal amount of the 4.69% Senior Notes
due 2007 (the "2007 Notes"), $60,000,000 in aggregate principal amount of the
6.99% Senior Notes due 2009 (the "2009 Notes"), $60,000,000 in aggregate
principal amount of the 7.49% Senior Notes due 2012 (the "2012 Notes") and
$50,000,000 in aggregate principal amount of the 6.28% Senior Notes due 2014
(the "2014 Notes" and, together with the 2007 Notes, the 2009 Notes and the 2012
Notes, the "Notes") issued by ElkCorp, as well as related consent solicitations
to amend the note purchase agreements governing each of the 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 Purchaser's Offer to
Purchase and Consent Solicitation Statement dated February 12, 2007. Each tender
offer is scheduled to expire at 5:00 p.m., New York City time, on March 23,
2007, unless extended or earlier terminated.
The offers are being made in connection with the previously announced offer by
the Purchaser to purchase each outstanding share of common stock and the
associated preferred stock purchase rights of ElkCorp for $43.50 in cash and the
related merger to be consummated in accordance with the merger agreement entered
into by the Purchaser, BMCA Acquisition Inc., a wholly-owned subsidiary of BMCA
and the parent company to the Purchaser, and ElkCorp on February 9, 2007.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1 News release issued February 12, 2007 regarding commencement of cash
tender offers to purchase outstanding ElkCorp 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: February 13, 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 February 12, 2007 regarding
commencement of cash tender offers to purchase outstanding
ElkCorp notes.
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