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 21, 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 7.01. REGULATION FD DISCLOSURE.
In connection with the financing (the "Financing") required by Building
Materials Corporation of America ("BMCA") and its subsidiaries to complete the
acquisition (the "Acquisition") of ElkCorp ("Elk") pursuant to the Agreement and
Plan to Merge, dated as of February 9, 2007, between BMCA Acquisition Inc.
("Parent"), BMCA Acquisition Sub Inc. ("Offeror") and Elk, as well as the
refinancing of certain of BMCA's and Elk's respective indebtedness (the
"Refinancing"), BMCA is providing certain information about itself and Elk to
potential lenders that is not now publicly available.
The information included herein and in Exhibits 99.1 and 99.2 hereto shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, except as shall be expressly set
forth by specific reference in such filing.
BMCA cannot assure you that the information concerning BMCA and Elk following
the Acquisition will not change and that any such changes will not be
significant. Furthermore, BMCA cannot assure you that the combined company will
be able to realize the cost savings, synergies or revenue enhancements that BMCA
projects following the Acquisition, either in the amount or the time frame that
BMCA projects.
This report may include "forward looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
inherently involve risks and uncertainties that could cause actual future
results and occurrences to differ materially from the forward-looking
statements. Some of these risks and uncertainties include factors relating to:
o the accuracy of BMCA management's assessment of the current status of
Elk's business;
o the accuracy of the basis of forecasts relating to Elk;
o the difficulty of integrating the corporate and administrative1
infrastructures of BMCA and Elk;
o the potential disruption of both companies' businesses;
o the effect of the announcement of the Acquisition on both BMCA's and Elk's
business relationships and otherwise maintaining existing relationships
with customers and suppliers of the combined company;
o the diversion of management's attention and other resources;
o the process of integrating may be more complex and require a longer time
frame to achieve a successful integration;
o the difficulty of coordinating geographically separate organizations;
o the failure to retain key employees;
o higher than expected severance costs related to staff reductions;
o higher than expected retention costs for employees that will be retained;
and
o the effects of changes in the market for raw materials required by the
combined company or increases in energy and/or transportation costs.
We undertake no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1 The pro forma capitalization table for Building Materials
Corporation of America and its subsidiaries, which is being made
available in connection with the financing for the acquisition of
ElkCorp, after giving effect to such financing and such acquisition.
99.2 Certain information regarding cost saving synergies to be realized
by Building Materials Corporation of America and its subsidiaries in
connection with the acquisition described below which information is
being made available in connection with the financing to complete
the acquisition of ElkCorp pursuant to the Agreement and Plan to
Merge, dated as of February 9, 2007, between BMCA Acquisition Inc.,
BMCA Acquisition Sub Inc. and ElkCorp.
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 21, 2007 By: /s/ James T. Esposito
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Name: James T. Esposito
Title: Vice President and Controller
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EXHIBIT INDEX
Exhibit Number Description
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99.1 The pro forma capitalization table for Building
Materials Corporation of America and its
subsidiaries, which is being made available in
connection with the financing for the acquisition
of ElkCorp, after giving effect to such financing
and such acquisition.
99.2 Certain information regarding cost saving
synergies to be realized by Building Materials
Corporation of America and its subsidiaries in
connection with the acquisition described below
which information is being made available in
connection with the financing to complete the
acquisition of ElkCorp pursuant to the Agreement
and Plan to Merge, dated as of February 9, 2007,
between BMCA Acquisition Inc., BMCA Acquisition
Sub Inc. and ElkCorp.