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 19, 2008
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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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 19, 2008, Building Materials Corporation of America ("BMCA" or the
"Company") amended the management agreement with G-I Holdings Inc., Merick Inc.,
International Specialty Products Inc., International Specialty Holdings LLC, ISP
Minerals Inc., ISP Investco LLC, GAF Broadcasting Company, Inc., and ISP
Management Company, Inc. ("ISP"), as assignee of ISP Chemco LLC (formerly ISP
Chemco, Inc.), each of whom is an affiliate of the Company, effective January 1,
2007, whereby ISP provides the Company with certain management services. The
purpose of the amendment was to adjust the management fees and rent payable by
the Company to ISP under the management agreement. Accordingly, the aggregate
amount payable to ISP under the management agreement for services provided to
the Company in 2007, inclusive of the services provided to G-I Holdings, was
approximately $6.7 million.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
10.1 Amendment No. 9 to the Amended and Restated Management Agreement,
dated as of January 1, 2007, by and among G-I Holdings Inc., Merick
Inc., International Specialty Products Inc., International Specialty
Holdings LLC, ISP Minerals Inc., ISP Investco LLC, GAF Broadcasting
Company, Inc., Building Materials Corporation of America and ISP
Management Company, Inc. as assignee of ISP Chemco LLC (formerly ISP
Chemco, Inc.).
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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 25, 2008 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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10.1 Amendment No. 9 to the Amended and Restated Management
Agreement, dated as of January 1, 2007, by and among G-I
Holdings Inc., Merick Inc., International Specialty Products
Inc., International Specialty Holdings LLC, ISP Minerals Inc.,
ISP Investco LLC, GAF Broadcasting Company, Inc., Building
Materials Corporation of America and ISP Management Company,
Inc. as assignee of ISP Chemco LLC (formerly ISP Chemco,
Inc.).
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