8-K 1 mm11-1006_8k.txt 11-06-06 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) NOVEMBER 6, 2006 -------------------------- 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 ~~Registration~~Employer ~~No./I.R.S.~~ principal as specified in its charter organization ~~Employer~~ 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 8.01. OTHER EVENTS On November 6, 2006, Building Materials Corporation of America (the "Company" or "BMCA") issued a press release disclosing its interest in pursuing a business combination with ElkCorp. On the same date, a Schedule 13D was jointly filed by BMCA and certain affiliated entities disclosing BMCA's indirect beneficial ownership of 10.36% of the common stock of ElkCorp (as of November 1, 2006). By virtue of a letter dated August 28, 2006 from one of the affiliates to BMCA, the Company may be deemed to have beneficial ownership of such shares for the purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 News release issued November 6, 2006 regarding possible business combination with ElkCorp. 99.2 Letter dated August 28, 2006 from affiliate to BMCA. 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: November 13, 2006 By: /s/ John F. Rebele ------------------------------------ Name: John F. Rebele Title: Senior Vice President, Chief Financial Officer and Chief Administrative Officer 4 EXHIBIT INDEX Exhibit Number Description -------------- ----------- 99.1 News release issued November 6, 2006 regarding possible business combination with ElkCorp 99.2 Letter dated August 28, 2006 from affiliate to BMCA 5

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