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) MARCH 26, 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 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On March 26, 2007, pursuant to the terms of the Agreement and Plan of
Merger, dated as of February 9, 2007, by and among BMCA Acquisition Inc.
("Parent"), BMCA Acquisition Sub Inc. ("Purchaser"), an indirect wholly-owned
subsidiary of Building Materials Corporation of America ("BMCA"), and ElkCorp
("Elk"), Purchaser was merged with and into Elk (the "Merger"), and all
remaining common stock, par value $1.00 per share (the "Shares"), not tendered
into the tender offer by Parent, Purchaser and BMCA (other than Shares held by
Purchaser or its affiliates or stockholders who properly perfected appraisal
rights under Delaware law) were cancelled and converted into $43.50 cash per
Share, without interest. Elk is the surviving corporation and is now an indirect
wholly-owned subsidiary of BMCA.
A copy of the press release announcing consummation of the Merger is filed
herewith as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The financial statements required by Item 9.01(a) of Form 8-K will be filed by
amendment no later than 71 calendar days after the date this report on Form 8-K
must be filed.
(b) Pro Forma Financial Statement Information.
The pro forma financial statement information required by Item 9.01(b) of Form
8-K will be filed by amendment no later than 71 calendar days after the date
this report on Form 8-K must be filed.
(d) Exhibits.
99.1 Press Release dated March 27, 2007.
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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: March 30, 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 Press Release dated March 27, 2007.
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