UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
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
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On March 26, 2007, Building Materials Corporation of America ("BMCA" or the
"Company") announced the completion of the merger of its subsidiary BMCA
Acquisition Sub Inc., with and into ElkCorp ("Elk"), which resulted in Elk
becoming an indirect, wholly-owned subsidiary of BMCA.
On March 30, 2007, BMCA filed a Current Report on Form 8-K reporting that it had
completed the merger and that the financial statements and pro forma financial
information required under Item 9.01 of Form 8-K would be filed at a later date.
This Amendment to the Company's Current Report on Form 8-K contains the required
financial statements and pro forma financial information. This financial
information should be read in conjunction with the Company's Current Report on
Form 8-K filed on March 30, 2007, relating to the acquisition.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The Audited Consolidated Financial Statements of Elk and its subsidiaries as of
June 30, 2006 and June 30, 2005 and for each of the years in the three-year
period ended June 30, 2006, and the notes thereto are incorporated by reference
to Item 8 of Part II of Elk's Annual Report on Form 10-K for the fiscal year
ended June 30, 2006, which was filed with the SEC on September 6, 2006.
The Unaudited Consolidated Financial Statements of Elk and its subsidiaries as
of December 31, 2006 and June 30, 2006, and for the three month and six month
periods ended December 31, 2006 and December 31, 2005, and the notes thereto are
incorporated by reference to Item 1 of Part I of Elk's Quarterly Report on Form
10-Q for the quarter ended December 31, 2006, which was filed with the SEC on
February 8, 2007.
(b) PRO FORMA FINANCIAL STATEMENT INFORMATION.
The Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2006
and the Unaudited Pro Forma Condensed Combined Statements of Operations for the
twelve months ended December 31, 2006 and the three months ended April 1, 2007
and April 2, 2006, and the notes thereto, are incorporated herein by reference
to Exhibit 99.3, which is attached to this Current Report on Form 8-K/A.
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(d) EXHIBITS.
99.1 The Audited Consolidated Financial Statements of Elk and its
subsidiaries as of June 30, 2006 and June 30, 2005 and for each of
the years in the three-year period ended June 30, 2006, and the
notes thereto (incorporated by reference to Item 8 of Part II of
Elk's Annual Report on Form 10-K for the fiscal year ended June 30,
2006, which was filed with the SEC on September 6, 2006).
99.2 The Unaudited Consolidated Financial Statements of Elk and its
subsidiaries as of December 31, 2006 and June 30, 2006, and for the
three month and six month periods ended December 31, 2006 and
December 31, 2005, and the notes thereto (incorporated by reference
to Item 1 of Part I of Elk's Quarterly Report on Form 10-Q for the
quarter ended December 31, 2006, which was filed with the SEC on
February 8, 2007).
99.3 The Unaudited Pro Forma Condensed Combined Balance Sheet as of
December 31, 2006 and the Unaudited Pro Forma Condensed Combined
Statements of Operations for the twelve months ended December 31,
2006 and the three months ended April 1, 2007 and April 2, 2006, and
the notes thereto.
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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: June 11, 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 Audited Consolidated Financial Statements of Elk and
its subsidiaries as of June 30, 2006 and June 30, 2005
and for each of the years in the three-year period ended
June 30, 2006, and the notes thereto (incorporated by
reference to Item 8 of Part II of Elk's Annual Report on
Form 10-K for the fiscal year ended June 30, 2006, which
was filed with the SEC on September 6, 2006).
99.2 The Unaudited Consolidated Financial Statements of Elk
and its subsidiaries as of December 31, 2006 and June
30, 2006, and for the three month and six month periods
ended December 31, 2006 and December 31, 2005, and the
notes thereto (incorporated by reference to Item 1 of
Part I of Elk's Quarterly Report on Form 10-Q for the
quarter ended December 31, 2006, which was filed with
the SEC on February 8, 2007).
99.3 The Unaudited Pro Forma Condensed Combined Balance Sheet
as of December 31, 2006 and the Unaudited Pro Forma
Condensed Combined Statements of Operations for the
twelve months ended December 31, 2006 and the three
months ended April 1, 2007 and April 2, 2006, and the
notes thereto.
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