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) AUGUST 22, 2007
----------------------------
BUILDING MATERIALS CORPORATION OF AMERICA
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
33-81808 22-3276290
- --------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
1361 ALPS ROAD
WAYNE, NEW JERSEY 07470
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(973) 628-3000
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
- --------------------------------------------------------------------------------
(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
- --------------------------- ------------ ------------------ -----------------
Building Materials Delaware 333-69749-01/ 1361 Alps Road
Manufacturing Corporation 22-3626208 Wayne, NJ 07470
(973) 628-3000
2
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
The information set forth in Item 8.01 is hereby incorporated by reference.
ITEM 8.01 OTHER EVENTS.
Based on its progress in pursuing certain initiatives, Building Materials
Corporation of America ("BMCA" or the "Company") now estimates that the total
cost savings from synergies related to BMCA's acquisition of ElkCorp ("Elk") and
from plant rationalizations previously disclosed is expected to be at a run-rate
of approximately $150 million per year by the end of the Company's first fiscal
quarter of 2008. The Company estimates that, as of the end of the quarter ended
July 1, 2007, it has realized in excess of 30% of these annual cost savings
(calculated on a run rate basis).
This report may include "forward looking statements" within the meaning of the
federal securities laws. Forward-looking statements inherently involve risks and
uncertainties that could cause actual future results and occurrences to differ
materially from the forward-looking statements. In particular, BMCA cannot
assure you that it will be able to realize the cost savings identified above
either in the amount or the time frame that BMCA projects. Some of the risks
which could affect BMCA's ability to realize these cost savings include factors
relating to: (i) the difficulty of integrating the corporate and administrative
infrastructures of BMCA and Elk, (ii) the fact that the process of consolidating
operations, including plant capacity, may be more complex and require a longer
time frame than originally anticipated and (iii) the effects of changes in
market conditions (including with respect to transportation costs or BMCA's
purchase of raw materials). Reference is made to BMCA's Form 10-Q filed with the
U.S. Securities and Exchange Commission on May 16, 2007 for a further
description of certain factors which could affect BMCA's ability to realize
these cost savings. We undertake no obligation to publicly update any
forward-looking statements, whether as a result of new information, future
events or otherwise.
3
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: August 22, 2007 By: /s/ John F. Rebele
-----------------------------------------
Name: John F. Rebele
Title: Senior Vice President, Chief Financial
Officer and Chief Administrative
Officer
4