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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO ________
COMMISSION FILE NUMBER 33-81808
BUILDING MATERIALS CORPORATION
OF AMERICA
(Exact name of registrant as specified in its charter)
DELAWARE 22-3276290
(State of Incorporation) (I.R.S. Employer Identification No.)
1361 ALPS ROAD 07470
WAYNE, NEW JERSEY (Zip Code)
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (973) 628-3000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
SEE TABLE OF ADDITIONAL REGISTRANTS BELOW
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
As of March 20, 2002, 1,015,010 shares of Class A Common Stock, $.001 par
value, and 15,000 shares of Class B Common Stock, $.001 par value, of Building
Materials Corporation of America were outstanding. There is no trading market
for the common stock of Building Materials Corporation of America.
As of March 20, 2002, each of the additional registrants had the number of
shares outstanding which is shown on the table below. No shares were held by
non-affiliates.
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ADDITIONAL REGISTRANTS
STATE OR OTHER REGISTRATION NO./ ADDRESS, INCLUDING ZIP CODE AND
JURISDICTION OF NO. OF I.R.S. EMPLOYER TELEPHONE NUMBER, INCLUDING
EXACT NAME OF REGISTRANT INCORPORATION OR SHARES IDENTIFICATION AREA CODE, OF REGISTRANT'S
AS SPECIFIED IN ITS CHARTER ORGANIZATION OUTSTANDING NUMBER PRINCIPAL EXECUTIVE OFFICE
- ----------------------------- -------------- ---------- -------------- -------------------------
Building Materials Delaware 10 333-69749-01/ 1361 Alps Road
Manufacturing Corporation 22-3626208 Wayne, New Jersey 07470
(973) 628-3000
Building Materials Delaware 10 333-69749-02/ 300 Delaware Avenue
Investment Corporation 22-3626206 Wilmington, Delaware 19801
(302) 427-5960
PART I
ITEM 1.BUSINESS
GENERAL
Building Materials Corporation of America ("BMCA") is a leading national
manufacturer of a broad line of asphalt roofing products and accessories for the
steep slope and low slope roofing markets. We also manufacture specialty
building products and accessories for the professional and do-it-yourself
remodeling and residential construction industries. BMCA, incorporated under the
laws of Delaware in 1994, is a wholly-owned subsidiary of BMCA Holdings
Corporation, which is a wholly-owned subsidiary of G-I Holdings Inc. In 1994,
BMCA acquired the operating assets and certain liabilities of GAF Building
Materials Corporation, whose name has changed to G-I Holdings, Inc. G-I Holdings
Inc. is a wholly-owned subsidiary of G Holdings Inc. As of March 20, 2002,
Samuel J. Heyman beneficially owned (as defined in Rule 13d-3 of the Securities
Exchange Act of 1934) approximately 99% of the capital stock of G Holdings. BMCA
does business under the name "GAF Materials Corporation."
To facilitate administrative efficiency, effective October 31, 2000, GAF
Corporation, the former indirect parent of BMCA, merged into its direct
subsidiary, G-I Holdings Inc. G-I Holdings Inc. then merged into its direct
subsidiary, G Industries Corp., which in turn merged into its direct subsidiary,
GAF Fiberglass Corporation. In that merger, GAF Fiberglass Corporation changed
its name to GAF Corporation. Effective November 13, 2000, GAF Corporation
(formerly known as GAF Fiberglass Corporation) merged into its direct
subsidiary, GAF Building Materials Corporation, whose name was changed in the
merger to G-I Holdings Inc. G-I Holdings Inc. is now an indirect parent of BMCA
and BMCA's direct parent is BMCA Holdings Corporation. We refer to G-I Holdings
Inc. and any and all of its predecessor corporations, including GAF Corporation,
G-I Holdings Inc., G Industries Corp., GAF Fiberglass Corporation and GAF
Building Materials Corporation in this report as "G-I Holdings."
On January 5, 2001, G-I Holdings filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the District of New Jersey in Newark, New Jersey due to its
asbestos-related bodily injury claims relating to the inhalation of asbestos
fiber. We refer to these claims in this report as "Asbestos Claims." G-I
Holdings is a privately-held holding company, and we are its only operating
subsidiary. We are not included in the bankruptcy filing.
Our executive offices are located at 1361 Alps Road, Wayne, New Jersey
07470 and our telephone number is (973) 628-3000.
STEEP SLOPE ROOFING
We are a leading manufacturer of a complete line of premium steep slope
roofing products. Steep slope roofing product sales represented approximately
65%, 67% and 73% of our net sales in 1999, 2000 and 2001, respectively. We have
improved our sales mix of steep slope roofing products in recent years by
increasing our emphasis on laminated shingles and accessory products which
generally are sold at higher prices with more attractive profit margins than our
standard strip shingle products. We believe that we are the largest manufacturer
of laminated steep slope roofing shingles and the second largest manufacturer of
strip shingles in the United States. (Statements contained in this report as to
our competitive position are based on industry information which we believe is
reliable.)
Our two principal lines of steep slope roofing shingles are the
Timberline(R) series and the Sovereign(R) series. We also produce certain
specialty shingles.
THE TIMBERLINE(R) SERIES.
The Timberline(R) series offers a premium laminated product line that adds
dramatic shadow lines and substantially improves the appearance of a roof. The
series includes:
o the Timberline(R) 30 shingle, a mid-weight laminated shingle which
serves as an economic trade-up for consumers, with a 30-year limited
warranty;
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o the Timberline(R) shingle, a heavyweight laminated shingle with superior
fire resistance and durability, with a 40-year limited warranty; and
o the Timberline Ultra(R) shingle, a super heavyweight laminated shingle
with the maximum durability of the Timberline(R) series, with a lifetime
limited warranty.
THE SOVEREIGN(R) SERIES.
The Sovereign(R) series includes:
o the standard 3-tab Sentinel(R) shingle with a 20-year limited warranty;
o the Royal Sovereign(R) shingle, a heavier 3-tab shingle, designed to
capitalize on the "middle market" for quality shingles, with a 25-year
limited warranty; and
o the Marquis(R) Weathermax(R) shingle, a superior performing heavyweight
3-tab shingle with a 30-year limited warranty.
SPECIALTY SHINGLES.
Our specialty asphalt shingles include:
o the Slateline(R) shingle, which offers the appearance of slate and
reduces labor costs in installation because of its larger size, with a
40-year limited warranty;
o the Grand Sequoia(R) shingle, a premier architectural shingle with a
lifetime limited warranty;
o the Country Mansion(R) shingle, a distinctive high-end architectural
shingle with a lifetime limited warranty;
o the Country Estates(TM) shingle, a versatile style, high-end
architectural shingle with a lifetime limited warranty; and
o the Grand Canyon(TM) shingle, a super heavyweight architectural shingle
with a rugged wood shake appearance with a lifetime limited warranty.
WEATHER STOPPER(R) ROOFING SYSTEM. In addition to shingles, we supply all
the components necessary to install a complete roofing system. Our Weather
Stopper(R) Roofing System begins with Weather Watch(R) and Stormguard(R)
waterproof underlayments for eaves, valleys and flashings to prevent water
seepage between the roof deck and the shingles caused by ice build-up and
wind-driven rain. Our Weather Stopper(R) Roofing System also includes
Shingle-Mate(R) glass reinforced underlayment, Timbertex(R) and Pacific
Ridge(TM) Hip and Ridge shingles, which are significantly thicker and larger
than standard hip and ridge shingles and provide dramatic accents to the slopes
and planes of a roof, and the Cobra(R) Ridge Vent, which provides attic
ventilation.
LOW SLOPE ROOFING
We manufacture a full line of modified bitumen and asphalt built-up roofing
products, liquid applied membrane systems and roofing accessories for use in the
application of low slope roofing systems. We also market thermoplastic and
elastomeric single-ply products, and in the first quarter of 2001, we began
manufacturing thermoplastic polyolefin products at our new plant in Mount
Vernon, Indiana. Low slope roofing represented approximately 27%, 26% and 22% of
our net sales in 1999, 2000 and 2001, respectively. We believe that we are the
second largest manufacturer of asphalt built-up roofing products and the largest
manufacturer of modified bitumen products in the United States.
We manufacture fiberglass-based felts under the trademark GAFGLAS(R), which
are made from asphalt impregnated glass fiber mat for use as a component in
asphalt built-up roofing systems. Most of our GAFGLAS(R) products are assembled
on the roof by applying successive layers of roofing with asphalt and topped, in
some applications, with gravel. Thermal insulation may be applied beneath the
membrane. We also manufacture base sheets, flashings and other roofing
accessories for use in these systems; our TOPCOAT(R) roofing system, a
liquid-applied membrane system designed to protect and waterproof existing
roofing systems; and roof maintenance products. In
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addition, we market perlite roofing insulation products, which consist of low
thermal insulation that is installed as part of a low slope roofing application
below the roofing membrane, isocyanurate foam as roofing insulation, packaged
asphalt and accessories such as vent stacks, roof insulation fasteners, cements
and coatings.
We sell modified bitumen products under the Ruberoid(R) and Brai(R)
Supreme(TM) trademarks. Modified bitumen products are used primarily
in re-roofing applications or in combination with glass membranes in
GAF CompositeRoof(TM) systems. These products consist of a roofing membrane
utilizing polymer-modified asphalt, which strengthens and increases flexibility
and is reinforced with a polyester non-woven mat or a glass mat. Modified
bitumen systems provide high strength characteristics, such as weatherability,
water resistance and labor cost savings due to ease of application.
SPECIALTY BUILDING PRODUCTS AND ACCESSORIES
We manufacture and market a variety of specialty building products and
accessories for the professional and do-it-yourself remodeling and residential
construction industries. Specialty building products and accessories represented
approximately 8%, 7% and 5% of our net sales in 1999, 2000 and 2001,
respectively. These products primarily consist of steep slope attic ventilation
systems and metal and fiberglass air distribution products for the HVAC
industry.
MARKETING AND SALES
We have one of the industry's largest sales forces. A staff of technical
professionals who work directly with architects, consultants, contractors and
building owners provides support to the sales force. We market our roofing and
specialty building products and accessories through our own sales force of
approximately 250 experienced, full-time employees and independent sales
representatives who operate from six regional sales offices located across the
United States. A major portion of our roofing product sales are to wholesale
distributors who resell our products to roofing contractors and retailers. We
believe that our nationwide coverage has contributed to certain of our roofing
products being among the most recognized and requested brands in the industry.
Our Customer Advantage(TM) Program offers marketing and support services to
a nationwide network of MasterElite(TM) steep slope roofing contractors and
Authorized Installers. We view the Master Elite(TM) contractors and Authorized
Installers as an effective extension of our sales force which takes our products
directly to the homeowner. We also have established programs with approved
MasterSelect(TM), Platinum(TM) and Pride(TM) contractors to promote premium
warranty systems and service programs for our low slope roofing products.
No single customer accounted for more than 10% of our net sales in 2001,
except for The Home Depot, Inc. and American Builders & Contractors Supply
Company, Inc.
RAW MATERIALS
The major raw materials required for the manufacture of our roofing
products are asphalt, mineral stabilizer, glass fiber, glass fiber mat,
polyester mat and granules. Asphalt and mineral stabilizer are available from a
large number of suppliers on substantially similar terms. We currently have
contracts with several of these suppliers and others are available as
substitutes. In 2001, prices of most raw materials other than asphalt and energy
have been relatively stable, rising moderately with general industrial prices,
while the decrease in the price of asphalt was driven mostly by the decline in
crude oil prices during 2001.
The major raw materials required for the manufacture of our specialty
building products and accessories are steel tubes, sheet metal products,
aluminum, motors and cartons. These raw materials, other than motors, are
commodity-type products, the pricing for which is driven by supply and demand.
Prices of other raw materials used in the manufacture of specialty building
products and accessories are more closely tied to movements in inflation rates.
In 2001, substantially all of the motors used in our ventilation products were
purchased from a domestic supplier. All of these raw materials, including
motors, are available from a large number of suppliers on substantially similar
terms.
Five of our roofing plants have easy access to deep water ports thereby
permitting delivery of asphalt by ship, the most economical means of transport.
Our Nashville, Tennessee plant manufactures a significant portion of our
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glass fiber requirements for use in our Chester, South Carolina and Shafter,
California plants which manufacture glass fiber mat substrate. We purchase all
of our requirements for colored roofing granules from an affiliate,
International Specialty Products Inc., under a requirements contract, except for
the requirements of certain of our roofing plants which are supplied by third
parties. This contract expires on December 31, 2002, unless extended by the
parties. We refer to International Specialty Products Inc. as "ISP".
SEASONAL VARIATIONS AND WORKING CAPITAL
Sales of roofing and specialty building products and accessories in the
northern regions of the United States generally decline during the winter months
due to adverse weather conditions. Generally, our inventory practice includes
increasing inventory levels in the first and second quarters in order to meet
peak season demand in the months of June through November.
WARRANTY CLAIMS
We provide certain limited warranties covering most of our steep slope
roofing products for periods generally ranging from 20 to 40 years, although
certain of our styles provide for a lifetime limited warranty. Although terms of
warranties vary, we believe that our warranties generally are consistent with
those offered by our competitors. We also offer certain limited warranties and
guarantees of varying duration covering most of our low slope roofing products
and limited warranties covering most of our specialty building products and
accessories for periods generally ranging from 5 to 10 years, with lifetime
limited warranties on certain products. From time to time, we review the
reserves established for estimated probable future warranty claims.
COMPETITION
The roofing products industry is highly competitive and includes a number
of national competitors. These competitors in the steep slope roofing and
accessories markets are Owens-Corning, Tamko, Elcor and Certainteed, and in the
low slope roofing market are Johns Manville, Firestone and Carlisle. In
addition, there are numerous regional competitors, principally in the low slope
roofing market.
Competition is based largely upon products and service quality,
distribution capability, price and credit terms. We believe that we are
well-positioned in the marketplace as a result of our broad product lines in
both the steep slope and low slope markets, consistently high product quality,
strong sales force and national distribution capabilities. As a result of the
growth in demand for premium laminated shingles, a number of roofing
manufacturers, including our company, have increased their laminated shingle
production capacity in recent years.
Our specialty building products and accessories business is highly
competitive with numerous competitors due to the breadth of the product lines we
market. Major competitors include Certainteed, Solar Group Inc., Southwark, Inc,
Lomanco Inc. and Standex Air Distribution Products.
RESEARCH AND DEVELOPMENT
We primarily focus our research and development activities on the
development of new products, process improvements and the testing of alternative
raw materials and supplies. Our research and development activities, dedicated
to steep slope, low slope and fiberglass products, are located at technical
centers at Wayne, New Jersey and Nashville, Tennessee. Our research and
development expenditures were approximately $6.5, $5.9 and $5.9 million in 1999,
2000 and 2001, respectively.
PATENTS AND TRADEMARKS
We own or license approximately 110 domestic and 115 foreign patents or
patent applications. In addition, we own or license approximately 220 domestic
and 60 foreign trademark registrations or applications. While we believe the
patent protection covering certain of our products to be material to those
products, we do not believe that any single patent, patent application or
trademark is material to our business or operations. We believe that the
duration of the existing patents and patent licenses is consistent with our
business needs.
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ENVIRONMENTAL COMPLIANCE
Since 1970, federal, state and local authorities have adopted and amended a
wide variety of federal, state and local environmental laws and regulations
relating to environmental matters. These laws and regulations affect us because
of the nature of our operations and that of our predecessor and certain of the
substances that are, or have been used, produced or discharged at our or its
plants or at other locations. We made capital expenditures of approximately
$2.7, $2.5 and $1.3 million in 1999, 2000 and 2001, respectively, relating to
environmental compliance. These expenditures are included in additions to
property, plant and equipment. We anticipate that aggregate capital expenditures
relating to environmental compliance in 2002 and 2003 will be approximately $1.0
million in each year.
The environmental laws and regulations deal with air and water emissions or
discharges into the environment, as well as the generation, storage, treatment,
transportation and disposal of solid and hazardous waste, and the remediation of
any releases of hazardous substances and materials to the environment. We
believe that our manufacturing facilities comply in all material respects with
applicable laws and regulations. Although we cannot predict whether more
burdensome requirements will be adopted by governmental authorities in the
future, we believe that any potential liability for compliance with the laws and
regulations will not materially affect our business, liquidity or financial
position.
See Item 3, "Legal Proceedings--Environmental Litigation."
EMPLOYEES
At December 31, 2001, we employed approximately 3,400 people worldwide,
approximately 1,000 of which were subject to 13 union contracts. The contracts
are effective for three- to four-year periods. During 2001, five labor contracts
expired and were renegotiated. We believe that our relations with our employees
and their unions are satisfactory.
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ITEM 2.PROPERTIES
Our corporate headquarters and principal research and development
laboratories are located at a 100-acre campus-like office and research park
owned by a subsidiary of ISP, at 1361 Alps Road, Wayne, New Jersey 07470. We
occupy our headquarters pursuant to our management agreement with ISP. See Item
13, "Certain Relationships and Related Transactions--Management Agreement."
We own or lease the principal real properties described below. Unless
otherwise indicated, the properties are owned in fee. In addition to the
principal facilities listed below, we maintain sales offices and warehouses,
substantially all of which are in leased premises under relatively short-term
leases.
LOCATION FACILITY
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Alabama
Mobile .......................... Plant, Warehouses*
California
Fontana ......................... Plant, Regional Sales Office
Hollister ....................... Plant, Plant*
Shafter ......................... Plant
Stockton ........................ Plant, Plant, Warehouse*
Delaware
Wilmington ...................... Regional Sales Office*
Florida
Tampa ........................... Plant, Regional Sales Office
Georgia
Atlanta ......................... Sales Office*
Savannah ........................ Plant
Indiana
Mount Vernon .................... Plant, Plant
Michigan City ................... Plant
Illinois
Romeoville ...................... Regional Sales Office*
Maryland
Baltimore ....................... Plant
Massachusetts
Millis .......................... Plant, Warehouse*
Walpole ......................... Plant*
Minnesota
Minneapolis ..................... Plant
Mississippi
Purvis .......................... Plant
New Jersey
North Branch .................... Plant, Warehouse*
North Brunswick ................. Regional Sales Office*, Warehouse*
Wayne ........................... Headquarters*, Corporate Administrative
Offices*, Research Center*
North Carolina
Burgaw .......................... Plant
Goldsboro ....................... Plant
Ohio
Wadsworth ....................... Plant*
Pennsylvania
Erie ............................ Plant, Warehouse*
Wind Gap ........................ Plant
South Carolina
Chester ......................... Plant
Tennessee
Nashville ....................... Plant, Research Center*
Texas
Dallas .......................... Plant, Regional Sales Office, Warehouse*
Fannett ......................... Warehouse
- ----------
* Leased property
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In addition to the foregoing list, we have three manufacturing facilities
in Monroe, Georgia; Port Arthur, Texas; and Albuquerque, New Mexico that are
currently closed. We believe that our plants and facilities, which are of
varying ages and are of different construction types, have been satisfactorily
maintained, are in good condition, are suitable for their respective operations
and generally provide sufficient capacity to meet production requirements. Due
to the seasonality of our business, our production facilities generally run at
full capacity during the months necessary to meet our peak seasonal operating
demands. Each plant has adequate transportation facilities for both raw
materials and finished products. In 2001, we made capital expenditures of $28.1
million relating to property, plant and equipment.
ITEM 3.LEGAL PROCEEDINGS
BODILY INJURY CLAIMS.In connection with its formation, BMCA contractually
assumed and agreed to pay the first $204.4 million of liabilities for
asbestos-related bodily injury claims relating to the inhalation of asbestos
fiber of its parent, G-I Holdings. We frequently refer to these claims in this
report as "Asbestos Claims." As of March 30, 1997, BMCA had paid all of its
assumed asbestos-related liabilities. In January 2001, G-I Holdings filed a
voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy
Code due to its Asbestos Claims. This proceeding remains pending.
Claimants in the G-I Holdings bankruptcy, including judgment creditors,
might seek to satisfy their claims by asking the bankruptcy court to require the
sale of G-I Holdings' assets, including its holdings of BMCA Holdings
Corporation's common stock and its indirect holdings of BMCA's common stock.
That action could result in a change of control of our company. See Notes 11 and
16 to Consolidated Financial Statements. In addition, those claimants may seek
to file Asbestos Claims against our company (with approximately 1,900 alleged
Asbestos Claims pending against us as of December 31, 2001). We believe that we
will not sustain any liability in connection with these or any other
asbestos-related claims. Furthermore, on February 2, 2001, the United States
Bankruptcy Court for the District of New Jersey issued a temporary restraining
order enjoining any existing or future claimant from bringing Asbestos Claims
against BMCA. On June 22, 2001, following a hearing, the Bankruptcy Court
converted the temporary restraining order into a preliminary injunction, which
is expected to remain in effect pending confirmation of a Chapter 11 plan of
reorganization for the G-I Holdings estate. On February 7, 2001, G-I Holdings
filed a defendant class action in the United States Bankruptcy Court for the
District of New Jersey seeking a declaratory judgment that BMCA has no successor
liability for Asbestos Claims against G-I Holdings and that it is not the alter
ego of G-I Holdings. This action is in a preliminary stage and no trial date has
been set by the court. As a result, it is not possible to predict the outcome of
this litigation. While we cannot predict whether any additional Asbestos Claims
will be asserted against us, or the outcome of any litigation relating to those
claims, we believe that we have meritorious defenses to any claim that we have
asbestos-related liability, although there can be no assurances in this regard.
ACTIONS RELATING TO G-I HOLDINGS' BANKRUPTCY.On February 8, 2001, a
creditors committee established in G-I Holdings' bankruptcy case filed a
complaint in the United States Bankruptcy Court for the District of New Jersey
against G-I Holdings and BMCA. The complaint requests substantive consolidation
of BMCA with G-I Holdings or an order directing G-I Holdings to cause BMCA to
file for bankruptcy protection. BMCA and G-I Holdings intend to vigorously
defend the lawsuit. We believe that no basis exists for the court to grant the
relief requested. The plaintiffs also filed for interim relief absent the
granting of their requested relief described above. On March 21, 2001, the
bankruptcy court refused to grant the requested interim relief.
ASBESTOS-IN-BUILDING CLAIMS.G-I Holdings has also been named as a
co-defendant in asbestos-in-buildings cases for economic and property damage or
other injuries based upon an alleged present or future need to remove asbestos
containing materials from public and private buildings. We refer to the
asbestos-in-building claims in this report as the "Building Claims." Since these
actions were first initiated approximately 20 years ago, G-I Holdings has not
only successfully disposed of approximately 145 of these cases, but is a
co-defendant in only three remaining lawsuits, one of which has been dormant.
These actions have been stayed as to G-I Holdings pursuant to the G-I Holdings
bankruptcy case. No new Building Claims were filed in 2001. BMCA has not assumed
any liabilities with respect to Building Claims, and believes it will not
sustain any liability in connection with such claims.
INSURANCE MATTERS.In January 2000 and May 2000, G-I Holdings filed summary
actions in Superior Court of New Jersey, Middlesex County against several of its
insurers, which had indicated that the Center for Claims
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Resolution, or the CCR, a non-profit organization set up to administer and
handle asbestos-related personal injury claims against the participating
companies and in which G-I Holdings was a member, had claimed a right to G-I
Holdings' insurance proceeds to satisfy what the CCR contended are G-I Holdings'
share of settlements entered by the CCR while G-I Holdings was a member. On
March 17, 2000 and July 28, 2000, the trial court granted summary judgment in
favor of G-I Holdings, and the CCR's motions for a stay pending appeal were
denied by both the trial court and the appellate division. All insurers in both
actions have now paid the amounts in dispute to G-I Holdings. The CCR's appeal
of the trial and grant of summary judgment has been briefed and argued before
the appellate division.
In October 1983, G-I Holdings filed a lawsuit in Los Angeles, California
Superior Court against its past insurance carriers to obtain a judicial
determination that those carriers were obligated to defend and indemnify it for
Building Claims. G-I Holdings is seeking declaratory relief as well as
compensatory damages. This action is presently in the pre-trial pleading stage.
The parties have agreed to hold this action in abeyance pending developments in
the Building Claims. Because this litigation is in early stages and evidence and
interpretations of important legal questions are presently unavailable, it is
not possible to predict the future of this litigation.
In all the Building Claims, which have been stayed as to G-I Holdings
pursuant to the G-I Holdings bankruptcy case, G-I Holdings' defense costs have
been paid by one of its primary carriers. While G-I Holdings expects that this
primary carrier continues to be obligated to defend and indemnify G-I Holdings,
this primary carrier has reserved its rights to later refuse to defend and
indemnify G-I Holdings and to seek reimbursement for some or all of the fees
paid to defend and resolve the Building Claims.
ENVIRONMENTAL LITIGATION
We, together with other companies, are a party to a variety of proceedings
and lawsuits involving environmental matters under the Comprehensive
Environmental Response Compensation and Liability Act and similar state laws, in
which recovery is sought for the cost of cleanup of contaminated sites or
remedial obligations are imposed, a number of which are in the early stages or
have been dormant for protracted periods. We refer to these proceedings and
lawsuits below as "Environmental Claims."
In connection with its formation, BMCA contractually assumed all
environmental liabilities of G-I Holdings relating to existing plant sites and
the business of BMCA as then conducted. The estimates referred to below reflect
those environmental liabilities assumed by BMCA and other environmental
liabilities of our company. The environmental liabilities of G-I Holdings which
were not assumed by BMCA relate primarily to closed manufacturing facilities.
G-I Holdings estimates that, as of December 31, 2001, its liability in respect
of the environmental liabilities of G-I Holdings not assumed by BMCA was
approximately $11.7 million, before the effect of the bankruptcy, and before
insurance recoveries reflected on its balance sheet of $10.0 million. BMCA
estimates its liability as of December 31, 2001 in respect of assumed and other
environmental liabilities is $2.0 million, and expects insurance recoveries
reflected on its balance sheet, as discussed below, of $0.8 million. Insurance
recoveries reflected on these balance sheets relate to both past expenses and
estimated future liabilities. We refer to these recoveries below as "estimated
recoveries."
At most sites, BMCA anticipates that liability will be apportioned among
the companies found to be responsible for the presence of hazardous substances
at the site. Although it is difficult to predict the ultimate resolution of
these claims, based on BMCA's evaluation of the financial responsibility of the
parties involved and their insurers, relevant legal issues and cost sharing
arrangements now in place, BMCA estimates that its liability in respect of all
Environmental Claims, including certain environmental compliance expenses, will
be as discussed above. While we cannot predict whether adverse decisions or
events can occur in the future, in the opinion of management, the resolution of
such matters should not be material to our business, liquidity, results of
operations, cash flows or financial position. However, adverse decisions or
events, particularly as to increases in remedial costs, discovery of new
contamination, assertion of natural resource damages, and the liability and the
financial responsibility of our insurers and of the other parties involved at
each site and their insurers, could cause us to increase our estimate of our
liability in respect of those matters. It is not currently possible to estimate
the amount or range of any additional liability. For information relating to
other environmental compliance expenses, see Item 1, "Business--Environmental
Compliance".
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After considering the relevant legal issues and other pertinent factors,
BMCA believes that it will receive the estimated recoveries and the legal
expenses incurred by G-I Holdings on BMCA's behalf. We also believe that
recoveries could be in excess of the estimated recoveries for all Environmental
Claims, although there can be no assurances in this regard. BMCA believes it is
entitled to substantially full defense and indemnity under its insurance
policies for most Environmental Claims, although BMCA's insurers have not
affirmed a legal obligation under the policies to provide indemnity for those
claims.
In June 1997, G-I Holdings commenced litigation on behalf of itself and its
predecessors, successors, subsidiaries and related corporate entities in the
Superior Court of New Jersey, Somerset County, seeking amounts substantially in
excess of the estimated recoveries. This action was removed to the United States
Bankruptcy Court for the District of New Jersey in February 2001 in conjunction
with the G-I Holdings' bankruptcy case. The action is currently pending in the
bankruptcy court, although the defendant insurers have filed a motion to remand
the action to the Superior Court of New Jersey, Somerset County. While BMCA
believes that its claims are meritorious, there can be no assurance that BMCA
will prevail in its efforts to obtain amounts equal to, or in excess of, the
estimated recoveries.
We believe that we will not sustain any liability for environmental
liabilities of G-I Holdings other than those that we have contractually assumed
or that relate to the operations of our business. While we cannot predict
whether any claims for non-assumed environmental liabilities will be asserted
against us or our assets, or the outcome of any litigation relative to those
claims, we believe that we have meritorious defenses to those claims.
OTHER LITIGATION
On or about April 29, 1996, an action was commenced in the Circuit Court of
Mobile County, Alabama against G-I Holdings on behalf of a purported nationwide
class of purchasers of, or current owners of, buildings with certain asphalt
shingles manufactured by G-I Holdings and affiliated entities. The action
alleged, among other things, that those shingles were defective and sought
unspecified damages on behalf of the purported class. On September 25, 1998, we
agreed to settle this litigation on a national, class-wide basis for asphalt
shingles manufactured between January 1, 1973 and December 31, 1997. Following a
fairness hearing, the court granted final approval of the class-wide settlement
in April 1999. Under the terms of the settlement, we will provide property
owners whose shingles were manufactured during this period and which suffer
certain damages during the term of their original warranty period, and who file
a qualifying claim, with an opportunity to receive certain limited benefits
beyond those already provided in their existing warranty. Separate actions
commenced in 1997 in the Superior Court of New Jersey, Middlesex County, the
Superior Court of New Jersey, Passaic County and the Supreme Court of the State
of New York, County of Nassau, and in 1996 in Pointe Coupee Parish, Louisiana,
on behalf of purported classes alleging that our shingles were defective and
seeking unspecified damages, have been dismissed in light of the final approval
of the settlement agreement in the Mobile County, Alabama action.
In October 1998, G-I Holdings brought suit in the Superior Court of New
Jersey, Middlesex County, on our behalf, against certain of its insurers for
recovery of the defense costs in connection with the Mobile County, Alabama
class action and a declaration that the insurers are obligated to provide
indemnification for all damages paid pursuant to the settlement of this class
action and for other damages. This action is pending.
* * *
We believe that the ultimate disposition of the cases described above under
"Environmental Litigation," "Asbestos-in-Building Claims" and "Other Litigation"
will not, individually or in the aggregate, have a material adverse effect on
our liquidity, financial position or results of operations.
TAX CLAIM AGAINST G-I HOLDINGS
On September 15, 1997, G-I Holdings received a notice from the Internal
Revenue Service of a deficiency in the amount of $84.4 million (after taking
into account the use of net operating losses and foreign tax credits otherwise
available for use in later years) in connection with the formation in 1990 of
Rhone-Poulenc Surfactants and Specialties, L.P., a partnership in which G-I
Holdings held an interest. G-I Holdings has advised us that it believes
9
that it will prevail in this tax matter; although there can be no assurance in
this regard. We believe that the ultimate disposition of this matter will not
have a material adverse effect on our business, financial position or results of
operations. On September 21, 2001, the Internal Revenue Service filed a proof of
claim with respect to such deficiency against G-I Holdings in the G-I Holdings
bankruptcy. If that proof of claim is sustained, BMCA and/or certain of BMCA's
subsidiaries together with G-I Holdings and several current and former
subsidiaries of G-I Holdings, would be severally liable for a portion of those
taxes and interest. If the IRS were to prevail for the years in which BMCA
and/or certain of its subsidiaries were part of the G-I Holdings Group, BMCA
would be severally liable for approximately $40.0 million in taxes plus
interest, although this calculation is subject to uncertainty depending upon
various factors including G-I Holdings' ability to satisfy its tax liabilities
and the application of tax credits and deductions.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
PART II
ITEM 5. MARKETS FOR REGISTRANT'S COMMON EQUITY AND RELATED MATTERS
There is no trading market for BMCA's common stock. As of March 20, 2002,
there is one holder of record of BMCA's Class A common stock and one holder of
record of its Class B common stock. See Item 12, "Security Ownership of Certain
Beneficial Owners and Management."
ITEM 6. SELECTED FINANCIAL DATA
See page F-7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
See page F-2.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Financial Condition--Market-Sensitive
Instruments and Risk Management" on page F-6.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index on page F-1 and Financial Statements and Supplementary Data on
pages F-9 to F-42.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
10
PART III
ITEM 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the name, age, position and other
information with respect to the directors and executive officers of BMCA. Under
BMCA's By-laws, each director and executive officer continues in office until
the company's next annual meeting of stockholders and until his or her successor
is elected and qualified. On July 15, 1998, ISP merged with and into its parent,
ISP Holdings Inc., and ISP Holdings changed its name to International Specialty
Products Inc. As used in this section, "ISP" refers to both companies.
PRESENT PRINCIPAL OCCUPATION
NAME AND POSITION HELD AGE OR EMPLOYMENT AND FIVE-YEAR EMPLOYMENT HISTORY
- ---------------------- --- ----------------------------------------------
William W. Collins
Director, Chief Executive
Officer and President ........... 51 Mr. Collins has been President and Chief Executive
Officer of BMCA and some of its subsidiaries since
September 2000 and a director of these companies
since July 1999. He was President and Chief
Operating Officer of the same companies from
February 2000 to September 2000 and was Executive
Vice President and Chief Operating Officer of these
companies from July 1999 to February 2000. Mr.
Collins also was Senior Vice President--Marketing
and Sales, Steep Slope Roofing Products of BMCA and
some of its subsidiaries from November 1997 to July
1999. He was Vice President--Marketing and Sales,
Low Slope Roofing Products of BMCA from March 1996
to November 1997, and Vice President--Sales, Low
Slope of BMCA from December 1995 to March 1996.
Since July 1999, Mr. Collins also has been a
director of G-I Holdings, a corporation that filed a
voluntary petition for reorganization under Chapter
11 of the U.S. Bankruptcy Code in January 2001 due
to its Asbestos Claims.
Richard A. Weinberg
Executive Vice President,
General Counsel
and Secretary ................... 42 Mr. Weinberg has been Executive Vice President,
General Counsel and Secretary of BMCA and its
subsidiaries since May 1998 and was Senior Vice
President, General Counsel and Secretary of BMCA and
its subsidiaries from May 1996 to May 1998. He has
been a director, Chief Executive Officer, President
and Secretary of G Industries Inc. since January
2002. Since September 2000, he has been Chief
Executive Officer, President, General Counsel and
Secretary of G-I Holdings, a corporation that filed
a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in January
2001 due to its Asbestos Claims, and previously
served as Executive Vice President, General Counsel
and Secretary of G-I Holdings and its subsidiaries
from May 1998 to September 2000. Prior to that time,
he held the positions of Senior Vice President,
General Counsel and Secretary of these companies
from May 1996 to May 1998. Mr. Weinberg has served
as a director of G-I Holdings since May 1996. He
also has been Executive Vice President, General
Counsel and Secretary of ISP and its subsidiaries
since May 1998 and was Senior Vice President,
General Counsel and Secretary of ISP and its
subsidiaries from May 1996 to May 1998. He was Vice
President and General Counsel of BMCA from September
1994 to May 1996.
11
PRESENT PRINCIPAL OCCUPATION
NAME AND POSITION HELD AGE OR EMPLOYMENT AND FIVE-YEAR EMPLOYMENT HISTORY
- ---------------------- --- ----------------------------------------------
David A. Harrison
Director, Senior Vice President--
Marketing, Contractor Services
and Corporate Development ...... 45 Mr. Harrison has been a director of BMCA and some of
its subsidiaries since September 2000. He also has
been Senior Vice President--Marketing, Contractor
Services and Corporate Development of BMCA and some
of its subsidiaries since July 2000. He is also
President of GAF Materials Corporation (Canada)
since July 2000. Mr. Harrison was Vice
President--Corporate Marketing and Development of
BMCA and some of its subsidiaries from November 1999
to July 2000, Vice President--Marketing Development
of BMCA and some of its subsidiaries from January
1997 to July 1999 and Senior Vice President--Steep
Slope Marketing of BMCA and some of its subsidiaries
from April 1996 to January 1997. From July 1999 to
November 1999, Mr. Harrison was Senior Vice
President, Corporate Marketing of Centex
Corporation, a company in the construction and
related financial services industries. Prior to
joining BMCA, Mr. Harrison was Vice President of
Global Marketing of Armstrong World Industries Inc.
from 1994 to 1996.
Robert B. Tafaro
Director, Senior Vice President
and General Manager--
Steep Slope Systems ............ 51 Mr. Tafaro has been a director of BMCA and some of
its subsidiaries since September 2000. He also has
been Senior Vice President and General
Manager--Steep Slope Systems of BMCA and some of its
subsidiaries since July 2000. He was Vice
President--Marketing and Sales, Low Slope Roofing
Products of BMCA and some of its subsidiaries from
November 1997 to July 2000. He was Vice
President--Steep Slope Marketing of BMCA from May
1997 to November 1997, Director of Steep Slope
Marketing of BMCA from February 1997 to May 1997,
and Eastern Regional Sales Manager of BMCA and its
predecessor company from July 1993 to February 1997.
Kenneth E. Walton
Director,
Senior Vice President--
Operations ...................... 45 Mr. Walton has been a director of BMCA and some of
its subsidiaries since September 2000. He also has
been Senior Vice President--Operations of BMCA and
some of its subsidiaries since July 2000. He was
Vice President--Steep Slope Operations of BMCA from
March 1999 to July 2000, Vice
President--Manufacturing of U.S. Intec, Inc., a
former subsidiary of BMCA, from December 1997 to
March 1999, Director of Manufacturing--Roofing and
Felt Operations of BMCA from April 1996 to December
1997 and Plant Manager--Mobile, Alabama roofing
facility of BMCA and its predecessor company from
May 1991 to April 1996.
12
PRESENT PRINCIPAL OCCUPATION
NAME AND POSITION HELD AGE OR EMPLOYMENT AND FIVE-YEAR EMPLOYMENT HISTORY
- ---------------------- --- ----------------------------------------------
John F. Rebele
Director, Senior Vice President
and Chief Financial Officer ..... 47 Mr. Rebele has been a director of BMCA since January
2001 and of BMCA's subsidiaries since March 2001. He
also has been Senior Vice President and Chief
Financial Officer of BMCA and some of its
subsidiaries since December 2001 and was Vice
President and Chief Financial Officer of the same
companies from January 2001 to December 2001. He was
Vice President--Finance of BMCA and some of its
subsidiaries from March 1998 to January 2001 and
Vice President and Controller of BMCA and some of
its subsidiaries from February 1994 to March 1998.
Susan B. Yoss
Senior Vice President .......... 43 Ms. Yoss has been Senior Vice President of BMCA and
its subsidiaries since August 2001 and was Senior
Vice President and Treasurer of the same companies
from July 1999 to August 2001 and was Vice President
and Treasurer of the same companies from February
1998 to July 1999. Since July 1999, she also has
been Senior Vice President, Chief Financial Officer
and Treasurer of G-I Holdings, a corporation that
filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in January
2001 due to its Asbestos Claims. Ms. Yoss has served
as Executive Vice President--Finance and Treasurer
of ISP and some of its subsidiaries since September
2000, was Senior Vice President and Treasurer of ISP
and some of its subsidiaries from July 1999 to
September 2000 and was Vice President and Treasurer
of ISP from February 1998 to July 1999. Ms. Yoss was
Assistant Treasurer of Joseph E. Seagram & Sons,
Inc., a global beverage and entertainment company,
for more than five years until February 1998.
13
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and non-cash compensation for each
of the last three fiscal years awarded to or earned by the Chief Executive
Officer and the four other most highly compensated executive officers of BMCA as
of December 31, 2001. The salaries and other compensation of Mr. Weinberg and
Ms. Yoss for services provided by them to our company are paid by ISP in
accordance with a management agreement between ISP and our company. See Note (7)
to the table below.
LONG-TERM
ANNUAL COMPENSATION(7) COMPENSATION
----------------------------------------- -------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION OPTIONS(1) COMPENSATION
- ------------------------- ----- ----- ------- ----------- ---------- -------------
William W. Collins .......... 2001 $284,583 $ 400,000 -- $19,462(2)
President and 2000 245,625 150,000 6,500 19,251(2)
Chief Executive 1999 194,750 100,000 5,000 15,463(2)
Officer
David A. Harrison ........... 2001 $233,500 $147,445 -- $16,822(3)
Senior Vice President 2000 207,375 39,995 $48,544(3) 4,500 9,722(3)
Marketing, Contractor 1999 115,578(3) 26,137(3) --(3) --(3) 11,037(3)
Services and Corporate
Development
Robert B. Tafaro ............ 2001 $231,751 $200,090 -- $18,920(4)
Senior Vice President and 2000 200,999 44,071 1,500 18,057(4)
General Manager--Steep 1999 164,000 36,183 -- 15,099(4)
Slope Systems
Kenneth E. Walton ........... 2001 $186,287 $117,738 -- $15,846(5)
Senior Vice President-- 2000 164,375 36,800 2,000 15,011(5)
Operations 1999 151,018 34,110 2,500 16,372(5)
John F. Rebele .............. 2001 $185,625 $114,002 -- $15,824(6)
Senior Vice President 2000 155,625 27,684 1,000 15,278(6)
and Chief Financial 1999 148,250 33,540 1,000 13,617(6)
Officer
- ------------
(1) Bonus amounts are payable pursuant to BMCA's Executive Incentive
Compensation Program, except that a portion of the bonus amount paid to Mr.
Harrison in 1999 represented a special bonus award. The options relate to
shares of redeemable convertible preferred stock of BMCA. See "--Long-Term
Incentive Plan."
(2) Included in "All Other Compensation" for Mr. Collins are: $12,400, $12,150
and $11,450 representing BMCA's contribution under its 401(k) plan in 2001,
2000, and 1999, respectively; $4,902, $4,941 and $2,484 for the premiums
paid by BMCA for a life insurance policy in 2001, 2000 and 1999,
respectively; and $2,160, $2,160 and $1,529 for the premiums paid by BMCA
for a long-term disability policy in 2001, 2000 and 1999, respectively.
(3) Included in "Other Annual Compensation" for Mr. Harrison is $48,544 in
payment for moving-related expenses in 2000. Included in "All Other
Compensation" for Mr. Harrison are: $12,150, $6,089 and $9,188 representing
BMCA's contribution under its 401(k) plan in 2001, 2000 and 1999,
respectively; $2,655, $1,574 and $737 for the premiums paid by BMCA for a
life insurance policy in 2001, 2000 and 1999, respectively; and $2,017,
$2,059 and $1,112 for the premiums paid by BMCA for a long-term disability
policy in 2001, 2000 and 1999, respectively. Mr. Harrison resigned from his
employment with us in July 1999 and returned in November 1999.
(4) Included in "All Other Compensation" for Mr. Tafaro are: $12,400, $12,150
and $11,450 representing BMCA's contribution under its 401(k) plan in 2001,
2000 and 1999, respectively; $4,518, $3,913 and $2,078 for the premiums
paid by BMCA for a life insurance policy in 2001, 2000 and 1999,
respectively; and $2,002, $1,994 and $1,571 for the premiums paid by BMCA
for a long-term disability policy in 2001, 2000 and 1999, respectively.
14
(5) Included in "All Other Compensation" for Mr. Walton are: $12,150, $12,150
and $11,503 representing BMCA's contribution under its 401(k) plan in 2001,
2000 and 1999, respectively; $2,086, $1,223 and $3,416 for the premiums
paid by BMCA for a life insurance policy in 2001, 2000 and 1999,
respectively; and $1,610, $1,638 and $1,453 for the premiums paid by BMCA
for a long-term disability policy in 2001, 2000 and 1999, respectively.
(6) Included in "All Other Compensation" for Mr. Rebele are: $12,150, $12,150
and $11,350 representing BMCA's contribution under its 401(k) plan in 2001,
2000 and 1999, respectively; $2,070, $1,783 and $1,103 for the premiums
paid by BMCA for a life insurance policy in 2001, 2000 and 1999,
respectively; and $1,604, $1,345 and $1,164 for the premiums paid by BMCA
for a long-term disability policy in 2001, 2000 and 1999, respectively.
(7) The salary and other compensation of Mr. Weinberg and Ms. Yoss are paid by
ISP pursuant to our management agreement with ISP, except that BMCA granted
to Mr. Weinberg options to purchase 6,453 shares of redeemable convertible
preferred stock of BMCA in 1999. In 2001, Mr. Weinberg converted these
options to 2,500 incentive units, see "--Long-Term Incentive Plan." In
addition, in 2001, Mr. Weinberg exercised 1,500 units and received $60,178.
No allocation of compensation for services to BMCA is made pursuant to the
management agreement, except that BMCA reimbursed ISP $500,000 and $400,000
for Mr. Weinberg and $300,000 and $230,000 for Ms. Yoss for 2001 and 2000,
respectively, under the management agreement in respect of bonus amounts
earned in connection with services performed by them for BMCA during those
years. In addition, BMCA reimburses ISP, through payment of the management
fees payable under the management agreement, for the estimated costs ISP
incurs for providing the services of these officers. See Item 13, "Certain
Relationships and Related Transactions--Management Agreement."
LONG-TERM INCENTIVE PLAN
The following table sets forth information on awards granted to the
executive officers named in the Summary Compensation Table above during 2001
under our 2001 Long-Term Incentive Plan.
LONG-TERM INCENTIVE PLAN -- AWARDS IN 2001
NUMBER OF PERFORMANCE OR ESTIMATED FUTURE PAYOUTS UNDER
DATE SHARES, UNITS OTHER PERIOD NON-STOCK PRICE-BASED PLANS
OF OR OTHER UNTIL MATURATION --------------------------------------------
NAME GRANT RIGHTS (1) OR PAYOUT (1) THRESHOLD($)(2) TARGET($)(3) MAXIMUM($)(3)
- ----- ------ ---------- ---------------- -------------- ------------ -------------
William W. Collins 1/96 528(4) -- $170.60 -- --
7/97 987(4) -- 206.01 -- --
10/97 2,814(4) -- 219.81 -- --
7/98 1,238(4) -- 242.33 -- --
7/99 1,779(4) -- 281.11 -- --
7/00 2,089(4) -- 311.19 -- --
7/01 2,000 -- 278.73 -- --
David A. Harrison 1/00 849(4) -- $294.40 -- --
7/00 643(4) -- 311.19 -- --
7/01 800 -- 278.73 -- --
Robert B. Tafaro 1/96 352(4) -- $170.60 -- --
7/97 515(4) -- 206.01 -- --
7/98 1,032(4) -- 242.33 -- --
7/00 482(4) -- 311.19 -- --
7/01 800 -- 278.73 -- --
Kenneth E. Walton 1/96 410(4) -- $170.60 -- --
7/97 367(4) -- 206.01 -- --
10/97 150(4) -- 219.81 -- --
7/98 619(4) -- 242.33 -- --
4/99 382(4) -- 261.91 -- --
7/99 534(4) -- 281.11 -- --
7/00 643(4) -- 311.19 -- --
7/01 800 -- 278.73 -- --
15
LONG-TERM INCENTIVE PLAN -- AWARDS IN 2001 (CONTINUED)
NUMBER OF PERFORMANCE OR ESTIMATED FUTURE PAYOUTS UNDER
DATE SHARES, UNITS OTHER PERIOD NON-STOCK PRICE-BASED PLANS
OF OR OTHER UNTIL MATURATION ---------------------------------------------
NAME GRANT RIGHTS (1) OR PAYOUT (1) THRESHOLD($)(2) TARGET($)(3) MAXIMUM($) (3)
- ----- ------ ---------- ---------------- -------------- ------------ ----------------
John F. Rebele 1/96 469(4) -- $170.60 -- --
7/97 515(4) -- 206.01 -- --
10/97 211(4) -- 219.81 -- --
7/98 619(4) -- 242.33 -- --
7/99 356(4) -- 281.11 -- --
7/00 321(4) -- 311.19 -- --
7/01 800 -- 278.73 -- --
- ----------
(1) Effective December 31, 2000, we adopted the 2001 Long-Term Incentive Plan,
which allows employees participating in our Preferred Stock Option Plan to
also participate in the 2001 Long-Term Incentive Plan. Our Long-Term
Incentive Plan provides long-term compensation to employees and key
management personnel based on BMCA's book value (as defined in the Plan).
Our Long-Term Incentive Plan authorizes the grant of incentive units to
eligible employees. Our Long-Term Incentive Plan is administered by a
committee appointed by our board of directors. The number of incentive
units granted is determined by the committee in its sole discretion.
Generally, incentive units vest cumulatively, in 20% increments over five
years, except that incentive units granted in exchange for preferred stock
options retain the vested status and vesting schedule of the options
exchanged. The committee may, in its sole discretion, however, grant
incentive units with any vesting schedule, other than that normally
provided in the 2001 Long-Term Incentive Plan. Vesting will end upon the
termination of an employee's employment with us or any subsidiary for any
reason. Incentive units generally are exercisable for a period of six years
from the date of grant. In the event of a change of control of BMCA (as
defined), all incentive units will become fully and immediately vested and
payable in cash.
(2) Set forth under the "Threshold" column is the "initial value" (as defined)
per unit at which the respective incentive units were granted. The value of
incentive units is determined at the end of each fiscal quarter based on
our book value at that date less book value as of the date of grant divided
by 1,000,010. Our Long-Term Incentive Plan will terminate five years after
its effective date of December 2000, unless terminated sooner by the
committee.
(3) Upon exercise of an incentive unit, a participant will receive in cash the
excess, if any, of the value of such incentive unit as of the relevant
valuation date on or, in the event of an exercise between valuation dates,
immediately preceding the exercise date, over the initial value of such
incentive unit, subject to all appropriate withholdings. Accordingly, the
dollar value of future payouts is not readily ascertainable.
(4) These incentive units were granted in exchange for stock options to
purchase shares of our preferred stock previously granted under our
Preferred Stock Option Plan.
EMPLOYMENT SECURITY AGREEMENTS
In June 2001, we entered into employment security agreements with certain
of our executive officers and key personnel, including Messrs. Collins,
Harrison, Tafaro, Walton and Rebele, in an effort to retain these individuals as
well as provide security to us and the executives and to provide for continuity
of management in the event of a change in control. The agreements have no
expiration date and provide for a single-sum payment consisting of two to three
times salary and bonus and related benefits if employment is terminated within a
thirty-six month period following the change in control event. Each officer who
is a member of the board of directors is a party to an employment security
agreement.
A "change in control", as defined in the agreements, would occur when (1)
the Heyman Group (as described below) ceases to be the beneficial owner,
directly or indirectly, of a majority voting power of the voting stock of BMCA,
(2) the transfer or sale of a substantial portion of the property of BMCA in any
transaction or series of transactions to any entity or entitites other than an
entity of which the Heyman Group owns at least 80% of such entity's capital
stock or beneficial interest or (3) any person or entity, other than the Heyman
Group, assumes, without
16
the consent of the Heyman Group, management responsibilities for the affairs of
G-I Holdings or any subsidiary thereof.
Under the agreements, the "Heyman Group" means (1) Samuel J. Heyman, his
heirs, administrators, executors and entities of which a majority of the voting
stock is owned by Samuel J. Heyman, his heirs, administrators or executors and
(2) any entity controlled, directly or indirectly, by Samuel J. Heyman or his
heirs, administrators or executors. Also for purposes of this section,
"beneficial ownership" shall be determined in accordance with Rule 13d under the
Securities Exchange Act of 1934, as amended.
COMPENSATION OF DIRECTORS
Our directors do not receive any additional compensation for their services
as directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONS
We do not have a separate compensation committee. Compensation policies are
established by our board of directors, each member of which is also one of our
executive officers. See Item 13, "Certain Relationships and Related
Transactions."
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of March 20, 2001, 100% of our outstanding shares of Class A common
stock and Class B common stock were owned of record by BMCA Holdings
Corporation.
The following table sets forth information with respect to the ownership of
BMCA's common stock, as of March 20, 2001, by each other person known to us to
own beneficially more than 5% of either class of the common stock outstanding on
that date and by all of our directors and executive officers as a group.
AMOUNT AND
NATURE OF TOTAL
BENEFICIAL PERCENT VOTING
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER(1) OWNERSHIP OF CLASS POWER
- -------------- ------------------------------------- --------- ------ ------
Class A Common Stock Samuel J. Heyman 1,015,010(2) 100.0% 98.5%
All directors and executive officers of
BMCA as a group (7 persons) -- -- --
Class B Common Stock Samuel J. Heyman 15,000(2) 100.0% 1.5%
All directors and executive officers of
BMCA as a group (7 persons) -- -- --
- ----------
(1) The business address for Mr. Heyman is 1361 Alps Road, Wayne, New Jersey
07470.
(2) The number of shares shown as being beneficially owned (as defined in Rule
13d-3 of the Exchange Act) by Mr. Heyman attributes ownership of the shares
of BMCA common stock owned by BMCA Holdings Corporation, an indirect
wholly-owned subsidiary of G Holdings, to Mr. Heyman. As of March 20, 2002,
Mr. Heyman beneficially owned (as defined in Rule 13d-3 of the Exchange
Act) approximately 99% of the capital stock of G Holdings.
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
MANAGEMENT AGREEMENT
Pursuant to a management agreement, ISP Management Company, Inc., a
wholly-owned indirect subsidiary of ISP (of which Samuel J. Heyman beneficially
owns, as defined in Rule 13d-3 of the Exchange Act, approximately 81%), provides
some general management, administrative, legal, telecommunications, information
and facilities services to us, including the use of our headquarters in Wayne,
New Jersey. We were charged approximately
17
$6.7 million in 2001 for these services under the management agreement,
inclusive of the services provided to G-I Holdings. These charges consist of
management fees and other reimbursable expenses attributable to us, or incurred
by ISP Management for our benefit. They are based on an estimate of the costs
ISP Management incurs to provide those services. Effective January 1, 2002, the
management agreement was amended to adjust the management fees payable under the
agreement. The management agreement also provides that we are responsible for
providing management services to G-I Holdings and some of its subsidiaries and
that G-I Holdings pay to us a management fee for these services. The aggregate
amount paid by G-I Holdings to us for services rendered under the management
agreement in 2001 was approximately $0.6 million. We also allocate a portion of
the management fees payable by us under the management agreement to separate
lease payments for the use of our headquarters. Based on the services provided
in 2001 under the management agreement, the aggregate amount payable by us to
ISP Management under the management agreement for 2002, inclusive of the
services provided to G-I Holdings, is expected to be approximately $6.1 million.
Some of our executive officers receive their compensation from ISP Management.
ISP Management is indirectly reimbursed for this compensation through payment of
the management fee and other reimbursable expenses payable under the management
agreement.
Due to the unique nature of the services provided under the management
agreements, comparisons with third party arrangements are difficult. However, we
believe that the terms of the management agreement taken as a whole are no less
favorable to us than could be obtained from an unaffiliated third party.
CERTAIN PURCHASES
We purchase all of our colored roofing granules requirements from ISP under
a requirements contract, except for the requirements of some of our roofing
plants which are supplied by third parties. Effective January 1, 2002, this
contract was amended to provide, among other things, that the contract will
expire on December 31, 2002, unless extended by the parties. In 2001, we
purchased in the aggregate approximately $63.4 million of mineral products from
ISP.
TAX SHARING AGREEMENT
We entered into a tax sharing agreement dated January 31, 1994 with G-I
Holdings with respect to the payment of federal income taxes and related
matters. During the term of the tax sharing agreement, which is effective for
the period during which we or any of our domestic subsidiaries is included in a
consolidated federal income tax return for the G-I Holdings consolidated tax
group, we are obligated to pay G-I Holdings an amount equal to those federal
income taxes we would have incurred if we, on behalf of ourselves and our
domestic subsidiaries, filed our own federal income tax return. Unused tax
attributes will carry forward for use in reducing amounts payable by us to G-I
Holdings in future years, but cannot be carried back. If we ever were to leave
the G-I Holdings consolidated tax group, we would be required to pay to G-I
Holdings the value of any tax attributes to which we would succeed under the
consolidated return regulations to the extent the tax attributes reduced the
amounts otherwise payable by us under the tax sharing agreement. Under limited
circumstances, the provisions of the tax sharing agreement could result in us
having a greater liability under the agreement than we would have had if we and
our domestic subsidiaries had filed our own separate federal income tax return.
Under the tax sharing agreement, we and each of our domestic subsidiaries are
responsible for any taxes that would be payable by reason of any adjustment to
the tax returns of G-I Holdings or its subsidiaries for years prior to the
adoption of the tax sharing agreement that relate to our business or assets or
the business or assets of any of our domestic subsidiaries. Although, as a
member of the G-I Holdings consolidated tax group, we are severally liable for
all federal income tax liabilities of the G-I Holdings consolidated tax group,
including tax liabilities not related to our business, we do not believe we
should be liable, under any circumstances, for liabilities other than those
arising from our operations and the operations of our domestic subsidiaries and
tax liabilities for tax years pre-dating the tax sharing agreement that relate
to our business or assets and the business or assets of any of our domestic
subsidiaries. The tax sharing agreement provides for analogous principles to be
applied to any consolidated, combined or unitary state or local income taxes.
Under the tax sharing agreement, G-I Holdings makes all decisions with respect
to all matters relating to taxes of the G-I Holdings consolidated tax group. The
provisions of the tax sharing agreement take into account both the federal
income taxes we would have incurred if we filed our own separate federal income
tax return and the fact that we are a member of the G-I Holdings consolidated
tax group for federal income tax purposes.
18
INTERCOMPANY BORROWINGS
BMCA makes loans to, and borrows from, G-I Holdings and its subsidiaries
from time to time at prevailing market rates. As of December 31, 2001, a $2.5
million loan, including interest of $0.1 million, was owed to BMCA by BMCA
Holdings Corporation at an interest rate of 4.75%. In addition, no loans were
owed by us to affiliates. We also make non-interest bearing advances to
affiliates, of which no balance was outstanding at December 31, 2000 and 2001.
During 2000, we made a distribution of $106.2 million ($59.1 million of which
represents a non-cash distribution in 2000 relating to the 1999 receivable from
G-I Holdings) to our parent corporations. The distribution of $106.2 million in
2000 represented the write-off of outstanding advances made to our parent
corporations that we determined were uncollectible. See Note 15 to Consolidated
Financial Statements.
PART IV
ITEM 14. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following documents are filed as part of this report:
(a)(1) Financial Statements: See Index on page F-1.
(a)(2) Financial Statement Schedules: See Index on page F-1.
(a)(3) Exhibits:
EXHIBIT
NUMBER DESCRIPTIONS
- ------- ------------
2.1 Reorganization Agreement, dated as of December 31, 1998, by and among
BMCA, Building Materials Manufacturing Corporation and Building
Materials Investment Corporation (incorporated by reference to Exhibit
2.1 to BMCA's Registration Statement on Form S-4 (Registration No.
333-69749) (the "2008 Notes S-4")).
3.1 Amended and Restated Certificate of Incorporation of BMCA (incorporated
by reference to Exhibit 3.1 to BMCA's Form 10-K for the year ended
December 31, 1999).
3.2 By-laws of BMCA (incorporated by reference to Exhibit 3.2 to BMCA's
Registration Statement on Form S-4 (Registration No. 33-81808)) (the
"Deferred Coupon Note Registration Statement").
3.3 Certificate of Incorporation of Building Materials Manufacturing
Corporation (incorporated by reference to Exhibit 3.3 to BMCA's Form
10-K for the fiscal year ended December 31, 1998 (the "1998 10-K")).
3.4 By-laws of Building Materials Manufacturing Corporation (incorporated by
reference to Exhibit 3.4 to the 1998 10-K).
3.5 Certificate of Incorporation of Building Materials Investment
Corporation (incorporated by reference to Exhibit 3.5 to the 1998 10-K).
3.6 By-laws of Building Materials Investment Corporation (incorporated by
reference to Exhibit 3.6 to the 1998 10-K).
4.1 Indenture, dated July 5, 2000, between BMCA, as issuer, Building
Materials Manufacturing Corporation and Building Materials Investment
Corporation, as guarantors, and The Bank of New York, as trustee
(incorporated by reference to Exhibit 4.13 to BMCA's Form 10-K for the
year ended December 31, 2000 (the "2000 10-K").
4.2 First Supplemental Indenture, dated as of December 4, 2000, to the
Indenture dated as of July 5, 2000, between BMCA, as issuer, Building
Materials Manufacturing Corporation and Building Materials Investment
Corporation, as original guarantors, the Additional Guarantors signatory
thereto, as additional guarantors, and The Bank of New York, as trustee
(incorporated by reference to Exhibit 4.14 to the 2000 10-K).
4.3 Registration Rights Agreement, dated July 5, 2000, between BMCA and BNY
Capital Markets Inc. (incorporated by reference to Exhibit 4.15 to the
2000 10-K).
19
EXHIBIT
NUMBER DESCRIPTIONS
- ------- ------------
4.4 First Amendment to the Registration Rights Agreement, dated as of
December 4, 2000, to Registration Rights Agreement dated July 5, 2000,
among BMCA, as issuer, Building Materials Manufacturing Corporation and
Building Materials Investment Corporation, as guarantors, and BNY
Capital Markets, Inc., as initial purchaser (incorporated by reference
to Exhibit 4.16 to the 2000 10-K).
4.5 Indenture, dated as of December 9, 1996, between BMCA and The Bank of
New York, as trustee (incorporated by reference to Exhibit 4.1 to BMCA's
Registration Statement on Form S-4 (Registration No. 333-20859)).
4.6 First Supplemental Indenture, dated as of January 1, 1999, to Indenture
dated as of December 9, 1996 among BMCA, as issuer, Building Materials
Manufacturing Corporation and Building Materials Investment Corporation,
as guarantors, and The Bank of New York, as trustee (incorporated by
reference to Exhibit 10.7 of the 2008 Notes S-4).
4.7 Second Supplemental Indenture, dated as of December 4, 2000, to
Indenture dated as of December 9, 1996 among BMCA, as issuer, Building
Materials Manufacturing Corporation and Building Materials Investment
Corporation, as original guarantors, the Additional Guarantors signatory
thereto, as additional guarantors, and The Bank of New York, as trustee
(incorporated by reference to Exhibit 4.5 to the 2000 10-K).
4.8 Indenture, dated as of October 20, 1997, between BMCA and The Bank of
New York, as trustee (incorporated by reference to Exhibit 4.1 to BMCA's
Registration Statement on Form S-4 (Registration No. 333-41531)).
4.9 First Supplemental Indenture, dated as of January 1, 1999, to Indenture
dated as of October 20, 1997 among BMCA, as issuer, Building Materials
Manufacturing Corporation, as co-obligor, Building Materials Investment
Corporation, as guarantor, and The Bank of New York, as trustee
(incorporated by reference to Exhibit 10.8 of the 2008 Notes S-4).
4.10 Second Supplemental Indenture, dated as of December 4, 2000, to
Indenture dated as of October 20, 1997 among BMCA and Building Materials
Manufacturing Corporation, as issuers, Building Materials Investment
Corporation, as guarantor, the Additional Guarantors signatory thereto,
as additional guarantors, and The Bank of New York, as trustee
(incorporated by reference to Exhibit 4.7 to the 2000 10-K).
4.11 Indenture, dated as of July 17, 1998, between BMCA and The Bank of New
York, as trustee (incorporated by reference to Exhibit 4.1 to BMCA's
Registration Statement on Form S-4 (Registration No. 333-60633)).
4.12 First Supplemental Indenture, dated as of January 1, 1999, to Indenture
dated as of July 17, 1998 among BMCA, as issuer, Building Materials
Manufacturing Corporation and Building Materials Investment Corporation,
as guarantors, and The Bank of New York, as trustee (incorporated by
reference to Exhibit 10.9 of the 2008 Notes S-4).
4.13 Second Supplemental Indenture, dated as of December 4, 2000, to
Indenture dated as of July 17, 1998 among BMCA, as issuer, Building
Materials Manufacturing Corporation and Building Materials Investment
Corporation, as original guarantors, the Additional Guarantors signatory
thereto, as additional guarantors, and The Bank of New York, as trustee
(incorporated by reference to Exhibit 4.9 to the 2000 10-K).
4.14 Indenture, dated as of December 3, 1998, between BMCA and The Bank of
New York, as trustee (incorporated by reference to Exhibit 4.1 to the
2008 Notes S-4).
4.15 First Supplemental Indenture dated as of January 1, 1999 to Indenture
dated as of December 3, 1998 among BMCA, as issuer, Building Materials
Manufacturing Corporation and Building Materials Investment Corporation,
as guarantors, and The Bank of New York, as trustee (incorporated by
reference to Exhibit 4.4 to the 2008 Notes S-4).
4.16 Second Supplemental Indenture, dated as of December 4, 2000, to
Indenture dated as of December 3, 1998 among BMCA, as issuer, Building
Materials Manufacturing Corporation and Building Materials Investment
Corporation, as original guarantors, the Additional Guarantors signatory
thereto, as additional guarantors, and The Bank of New York, as trustee
(incorporated by reference to Exhibit 4.12 to the 2000 10-K).
10.1 Amended and Restated Management Agreement, dated as of January 1, 1999,
among GAF, G-I Holdings Inc., G Industries Corp., Merick Inc., GAF
Fiberglass Corporation, ISP, GAF Building Materials Corporation, GAF
Broadcasting Company, Inc., BMCA and ISP Opco Holdings Inc.
(incorporated by reference to Exhibit 10.1 to the 1998 10-K).
20
EXHIBIT
NUMBER DESCRIPTIONS
- ------- ------------
10.2 Amendment No. 1 to the Management Agreement, dated as of January 1, 2000
(incorporated by reference to Exhibit 10.2 to International Specialty
Products Inc. Annual Report on Form 10-K for the year ended December 31,
1999).
10.3 Amendment No. 2 to the Management Agreement, dated as of January 1, 2001
(incorporated by reference to Exhibit 10.3 to International Specialty
Products Inc. Annual Report on Form 10-K for the year ended December 31,
2000).
10.4 Amendment No. 3 to the Amended and Restated Management Agreement, dated
as of June 27, 2001 by and among G-I Holdings Inc., Merick Inc.,
International Specialty Products Inc., ISP Investco LLC, GAF
Broadcasting Company, Inc., Building Materials Corporation of America
and ISP Management Company, Inc. as assignee of ISP Chemco Inc.
(incorporated by reference to Exhibit 10.7 to the ISP Chemco Inc.
Registration Statement on Form S-4 (Registration No. 333-70144)).
10.5 Amendment No. 4 to the Amended and Restated Management Agreement, dated
as of January 1, 2002 by and among G-I Holdings Inc., Merick Inc.,
International Specialty Products Inc., ISP Investco LLC, GAF
Broadcasting Company, Inc., Building Materials Corporation of America
and ISP Management Company, Inc.
10.6 Form of Option Agreement relating to Series A Cumulative Redeemable
Convertible Preferred Stock (incorporated by reference to Exhibit 10.9
to BMCA's Form 10-K for the year ended December 31, 1996).*
10.7 Forms of Amendment to Option Agreement relating to Series A Cumulative
Redeemable Convertible Preferred Stock (incorporated by reference to
Exhibit 10.12 to BMCA's Form 10-K for the year ended December 31, 1997
(the "1997 Form 10-K").*
10.8 Form of Option Agreement relating to Series A Cumulative Redeemable
Convertible Preferred Stock (incorporated by reference to Exhibit 10.13
to the 1997 Form 10-K).*
10.9 BMCA Preferred Stock Option Plan (incorporated by reference to Exhibit
4.2 to BMCA's Registration Statement on Form S-8 (Registration No.
333-60589)).*
10.10 BMCA 2001 Long-Term Incentive Plan. (incorporated by reference to
Exhibit 10.8 to the 2000 10-K).*
10.11 Tax Sharing Agreement, dated as of January 31, 1994, among GAF, G-I
Holdings Inc. and BMCA (incorporated by reference to Exhibit 10.6 to the
Deferred Coupon Note Registration Statement).
10.12 Amendment to Tax Sharing Agreement, dated as of March 19, 2001, between
G-I Holdings and BMCA (incorporated by reference to Exhibit 10.10 to the
2000 10-K).
10.13 Reorganization Agreement, dated as of January 31, 1994, among GAF
Building Materials Corporation, G-I Holdings Inc. and BMCA (incorporated
by reference to Exhibit 10.9 to the Deferred Coupon Note Registration
Statement).
10.14 Credit Agreement, dated as of December 4, 2000, by and among BMCA, the
lenders party thereto, and The Bank of New York, as agent for the
lenders and as Swing Line Lender (the "Credit Agreement") (incorporated
by reference to Exhibit 10.12 to the 2000 10-K).
10.15 Amendment No. 1, dated as of December 22, 2000, to the Credit Agreement
(incorporated by reference to Exhibit 10.13 to the 2000 10-K).
10.16 Amendment No. 2, dated as of March 8, 2001, to the Credit Agreement
(incorporated by reference to Exhibit 10.14 to the 2000 10-K).
10.17 Amended and Restated Credit Agreement, dated as of December 4, 2000, by
and among BMCA, the lenders party thereto, Fleet National Bank as
Documentation Agent, Bear Stearns Corporate Lending Inc. as Syndication
Agent and the Bank of New York as Swing Line Lender and as
Administration Agent with BNY Capital Markets Inc. as Lead Arranger and
Bookrunner (the "Amended and Restated Credit Agreement") (incorporated
to reference to Exhibit 10.15 to the 2000 10-K).
10.18 Amendment No. 1, dated as of December 22, 2000, to the Amended and
Restated Credit Agreement (incorporated by reference to Exhibit 10.16 to
the 2000 10-K).
10.19 Amendment No. 2, dated as of March 8, 2001, to the Amended and Restated
Credit Agreement (incorporated by reference to Exhibit 10.17 to the 2000
10-K).
21
EXHIBIT
NUMBER DESCRIPTIONS
- ------- ------------
10.20 Security Agreement, dated December 22, 2000, by and among BMCA and each
of the grantors party thereto and The Bank of New York as Collateral
Agent (incorporated to reference to Exhibit 10.18 to the 2000 10-K).
10.21 Collateral Agent Agreement, dated December 22, 2000, by and among BMCA,
such Subsidiary of BMCA a party thereto, the 1999 Administrative Agent
(as defined therein), each Senior Note Trustee (as defined therein), the
2000 Administrative Agent (as defined therein), the Chase Manhattan
Bank, Fleet National Bank and the Bank of New York, as Collateral Agent
(incorporated by reference to Exhibit 10.19 to the 2000 10-K).
10.22 Employment Security Agreement between BMCA and William W. Collins,
effective May 2001.*
10.23 Employment Security Agreement between BMCA and David A Harrison,
effective June 2001.*
10.24 Employment Security Agreement between BMCA and Robert B. Tafaro,
effective June 2001.*
10.25 Employment Security Agreement between BMCA and Kenneth E. Walton,
effective June 2001.*
10.26 Employment Security Agreement between BMCA and John F. Rebele, effective
June 2001.*
21 Subsidiaries of BMCA.
23.1 Consent of Arthur Andersen LLP.
99.1 Letter to Commission pursuant to Temporary Note 3T, dated March 26, 2002.
- ----------
* Management and/or compensation plan or arrangement
(b) Reports on Form 8-K
No reports on Form 8-K were filed in the fourth quarter of 2001.
22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, each registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
BUILDING MATERIALS CORPORATION OF AMERICA
BUILDING MATERIALS MANUFACTURING CORPORATION
Date: March 26, 2002 BY: /s/ WILLIAM W. COLLINS
---------------------------------------------
Name: William W. Collins
Title: Chief Executive Officer and President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of each
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
-------- ----- -----
/s/ WILLIAM W. COLLINS President, Chief Executive Officer March 26, 2002
- ----------------------------------------------- and Director (Principal Executive
William W. Collins Officer)
/s/ JOHN F. REBELE Senior Vice President, Chief Financial March 26, 2002
- ----------------------------------------------- Officer and Director (Principal
John F. Rebele Financial Officer)
/s/ DAVID A. HARRISON Director March 26, 2002
- -----------------------------------------------
David A. Harrison
/s/ ROBERT B. TAFARO Director March 26, 2002
- -----------------------------------------------
Robert B. Tafaro
/s/ KENNETH E. WALTON Director March 26, 2002
- -----------------------------------------------
Kenneth E. Walton
/s/ JAMES T. ESPOSITO Vice President and Controller March 26, 2002
- ----------------------------------------------- (Principal Accounting Officer)
James T. Esposito
23
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BUILDING MATERIALS INVESTMENT CORPORATION
Date: March 26, 2002 BY: /S/ WILLIAM W. COLLINS
---------------------------------------
Name: William W. Collins
Title: Chief Executive Officer and
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of each
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
-------- ----- -----
/s/ WILLIAM W. COLLINS President, Chief Executive Officer March 26, 2002
- ----------------------------------------------- and Director (Principal Executive
William W. Collins Officer)
/s/ BARRY A. CROZIER Director March 26, 2002
- -----------------------------------------------
Barry A. Crozier
/s/ JOHN F. REBELE Director, Senior Vice President and March 26, 2002
- ----------------------------------------------- Chief Financial Officer
John F. Rebele (Principal Financial and
Accounting Officer)
24
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTIONS
- ------- ------------
2.1 Reorganization Agreement, dated as of December 31, 1998, by and among
BMCA, Building Materials Manufacturing Corporation and Building
Materials Investment Corporation (incorporated by reference to Exhibit
2.1 to BMCA's Registration Statement on Form S-4 (Registration No.
333-69749) (the "2008 Notes S-4")).
3.1 Amended and Restated Certificate of Incorporation of BMCA (incorporated
by reference to Exhibit 3.1 to BMCA's Form 10-K for the year ended
December 31, 1999).
3.2 By-laws of BMCA (incorporated by reference to Exhibit 3.2 to BMCA's
Registration Statement on Form S-4 (Registration No. 33-81808)) (the
"Deferred Coupon Note Registration Statement").
3.3 Certificate of Incorporation of Building Materials Manufacturing
Corporation (incorporated by reference to Exhibit 3.3 to BMCA's Form
10-K fr the fiscal year ended December 31, 1998 (the "1998 10-K")).
3.4 By-laws of Building Materials Manufacturing Corporation (incorporated by
reference to Exhibit 3.4 to the 1998 10-K).
3.5 Certificate of Incorporation of Building Materials Investment
Corporation (incorporated by reference to Exhibit 3.5 to the 1998 10-K).
3.6 By-laws of Building Materials Investment Corporation (incorporated by
reference to Exhibit 3.6 to the 1998 10-K).
4.1 Indenture, dated July 5, 2000, between BMCA, as issuer, Building
Materials Manufacturing Corporation and Building Materials Investment
Corporation, as guarantors, and The Bank of New York, as trustee
(incorporated by reference to Exhibit 4.13 to BMCA's Form 10-K for the
year ended December 31, 2000 (the "2000 10-K").
4.2 First Supplemental Indenture, dated as of December 4, 2000, to the
Indenture dated as of July 5, 2000, between BMCA, as issuer, Building
Materials Manufacturing Corporation and Building Materials Investment
Corporation, as original guarantors, the Additional Guarantors signatory
thereto, as additional guarantors, and The Bank of New York, as trustee
(incorporated by reference to Exhibit 4.14 to the 2000 10-K).
4.3 Registration Rights Agreement, dated July 5, 2000, between BMCA and BNY
Capital Markets Inc. (incorporated by reference to Exhibit 4.15 to the
2000 10-K).
4.4 First Amendment to the Registration Rights Agreement, dated as of
December 4, 2000, to Registration Rights Agreement dated July 5, 2000,
among BMCA, as issuer, Building Materials Manufacturing Corporation and
Building Materials Investment Corporation, as guarantors, and BNY
Capital Markets, Inc., as initial purchaser (incorporated by reference
to Exhibit 4.16 to the 2000 10-K).
4.5 Indenture, dated as of December 9, 1996, between BMCA and The Bank of
New York, as trustee (incorporated by reference to Exhibit 4.1 to BMCA's
Registration Statement on Form S-4 (Registration No. 333-20859)).
4.6 First Supplemental Indenture, dated as of January 1, 1999, to Indenture
dated as of December 9, 1996 among BMCA, as issuer, Building Materials
Manufacturing Corporation and Building Materials Investment Corporation,
as guarantors, and The Bank of New York, as trustee (incorporated by
reference to Exhibit 10.7 of the 2008 Notes S-4).
4.7 Second Supplemental Indenture, dated as of December 4, 2000, to
Indenture dated as of December 9, 1996 among BMCA, as issuer, Building
Materials Manufacturing Corporation and Building Materials Investment
Corporation, as original guarantors, the Additional Guarantors signatory
thereto, as additional guarantors, and The Bank of New York, as trustee
(incorporated by reference to Exhibit 4.5 to the 2000 10-K).
4.8 Indenture, dated as of October 20, 1997, between BMCA and The Bank of
New York, as trustee (incorporated by reference to Exhibit 4.1 to BMCA's
Registration Statement on Form S-4 (Registration No. 333-41531)).
4.9 First Supplemental Indenture, dated as of January 1, 1999, to Indenture
dated as of October 20, 1997 among BMCA, as issuer, Building Materials
Manufacturing Corporation, as co-obligor, Building Materials Investment
Corporation, as guarantor, and The Bank of New York, as trustee
(incorporated by reference to Exhibit 10.8 of the 2008 Notes S-4).
25
EXHIBIT
NUMBER DESCRIPTIONS
- ------- ------------
4.10 Second Supplemental Indenture, dated as of December 4, 2000, to
Indenture dated as of October 20, 1997 among BMCA and Building Materials
Manufacturing Corporation, as issuers, Building Materials Investment
Corporation, as guarantor, the Additional Guarantors signatory thereto,
as additional guarantors, and The Bank of New York, as trustee
(incorporated by reference to Exhibit 4.7 to the 2000 10-K).
4.11 Indenture, dated as of July 17, 1998, between BMCA and The Bank of New
York, as trustee (incorporated by reference to Exhibit 4.1 to BMCA's
Registration Statement on Form S-4 (Registration No. 333-60633).
4.12 First Supplemental Indenture, dated as of January 1, 1999, to Indenture
dated as of July 17, 1998 among BMCA, as issuer, Building Materials
Manufacturing Corporation and Building Materials Investment Corporation,
as guarantors, and The Bank of New York, as trustee (incorporated by
reference to Exhibit 10.9 of the 2008 Notes S-4).
4.13 Second Supplemental Indenture, dated as of December 4, 2000, to
Indenture dated as of July 17, 1998 among BMCA, as issuer, Building
Materials Manufacturing Corporation and Building Materials Investment
Corporation, as original guarantors, the Additional Guarantors signatory
thereto, as additional guarantors, and The Bank of New York, as trustee
(incorporated by reference to Exhibit 4.9 to the 2000 10-K).
4.14 Indenture, dated as of December 3, 1998, between BMCA and The Bank of
New York, as trustee (incorporated by reference to Exhibit 4.1 to the
2008 Notes S-4).
4.15 First Supplemental Indenture dated as of January 1, 1999 to Indenture
dated as of December 3, 1998 among BMCA, as issuer, Building Materials
Manufacturing Corporation and Building Materials Investment Corporation,
as guarantors, and The Bank of New York, as trustee (incorporated by
reference to Exhibit 4.4 to the 2008 Notes S-4).
4.16 Second Supplemental Indenture, dated as of December 4, 2000, to
Indenture dated as of December 3, 1998 among BMCA, as issuer, Building
Materials Manufacturing Corporation and Building Materials Investment
Corporation, as original guarantors, the Additional Guarantors signatory
thereto, as additional guarantors, and The Bank of New York, as trustee
(incorporated by reference to Exhibit 4.12 to the 2000 10-K).
10.1 Amended and Restated Management Agreement, dated as of January 1, 1999,
among GAF, G-I Holdings Inc., G Industries Corp., Merick Inc., GAF
Fiberglass Corporation, ISP, GAF Building Materials Corporation, GAF
Broadcasting Company, Inc., BMCA and ISP Opco Holdings Inc.
(incorporated by reference to Exhibit 10.1 to the 1998 10-K).
10.2 Amendment No. 1 to the Management Agreement, dated as of January 1, 2000
(incorporated by reference to Exhibit 10.2 to International Specialty
Products Inc. Annual Report on Form 10-K for the year ended December 31,
1999).
10.3 Amendment No. 2 to the Management Agreement, dated as of January 1, 2001
(incorporated by reference to Exhibit 10.3 to International Specialty
Products Inc. Annual Report on Form 10-K for the year ended December 31,
2000).
10.4 Amendment No. 3 to the Amended and Restated Management Agreement, dated
as of June 27, 2001 by and among G-I Holdings Inc., Merick Inc.,
International Specialty Products Inc., ISP Investco LLC, GAF
Broadcasting Company, Inc., Building Materials Corporation of America
and ISP Management Company, Inc., as assignee of ISP Chemco Inc.
(incorporated by reference to Exhibit 10.7 to the ISP Chemco Inc.
Registration Statement on Form S-4 (Registration No. 333-70144)).
10.5 Amendment No. 4 to the Amended and Restated Management Agreement, dated
as of January 1, 2002 by and among G-I Holdings Inc., Merick Inc.,
International Specialty Products Inc., ISP Investco LLC, GAF
Broadcasting Company, Inc., Building Materials Corporation of America
and ISP Management Company, Inc.
10.6 Form of Option Agreement relating to Series A Cumulative Redeemable
Convertible Preferred Stock (incorporated by reference to Exhibit 10.9
to BMCA's Form 10-K for the year ended December 31, 1996).*
10.7 Forms of Amendment to Option Agreement relating to Series A Cumulative
Redeemable Convertible Preferred Stock (incorporated by reference to
Exhibit 10.12 to BMCA's Form 10-K for the year ended December 31, 1997
(the "1997 Form 10-K").*
26
EXHIBIT
NUMBER DESCRIPTIONS
- ------- ------------
10.8 Form of Option Agreement relating to Series A Cumulative Redeemable
Convertible Preferred Stock (incorporated by reference to Exhibit 10.13
to the 1997 Form 10-K).*
10.9 BMCA Preferred Stock Option Plan (incorporated by reference to Exhibit
4.2 to BMCA's Registration Statement on Form S-8 (Registration No.
333-60589)).*
10.10 BMCA 2001 Long-Term Incentive Plan. (incorporated by reference to
Exhibit 10.8 to the 2000 10-K).*
10.11 Tax Sharing Agreement, dated as of January 31, 1994, among GAF, G-I
Holdings Inc. and BMCA (incorporated by reference to Exhibit 10.6 to the
Deferred Coupon Note Registration Statement).
10.12 Amendment to Tax Sharing Agreement, dated as of March 19, 2001, between
G-I Holdings and BMCA (incorporated by reference to Exhibit 10.10 to the
2000 10-K).
10.13 Reorganization Agreement, dated as of January 31, 1994, among GAF
Building Materials Corporation, G-I Holdings Inc. and BMCA (incorporated
by reference to Exhibit 10.9 to the Deferred Coupon Note Registration
Statement).
10.14 Credit Agreement, dated as of December 4, 2000, by and among BMCA, the
lenders party thereto, and The Bank of New York, as agent for the
lenders and as Swing Line Lender (the "Credit Agreement") (incorporated
by reference to Exhibit 10.12 to the 2000 10-K).
10.15 Amendment No. 1, dated as of December 22, 2000, to the Credit Agreement
(incorporated by reference to Exhibit 10.13 to the 2000 10-K).
10.16 Amendment No. 2, dated as of March 8, 2001, to the Credit Agreement
(incorporated by reference to Exhibit 10.14 to the 2000 10-K).
10.17 Amended and Restated Credit Agreement, dated as of December 4, 2000, by
and among BMCA, the lenders party thereto, Fleet National Bank as
Documentation Agent, Bear Stearns Corporate Lending Inc. as Syndication
Agent and the Bank of New York as Swing Line Lender and as
Administration Agent with BNY Capital Markets Inc. as Lead Arranger and
Bookrunner (the "Amended and Restated Credit Agreement") (incorporated
to reference to Exhibit 10.15 to the 2000 10-K).
10.18 Amendment No. 1, dated as of December 22, 2000, to the Amended and
Restated Credit Agreement (incorporated by reference to Exhibit 10.16 to
the 2000 10-K).
10.19 Amendment No. 2, dated as of March 8, 2001, to the Amended and Restated
Credit Agreement (incorporated by reference to Exhibit 10.17 to the 2000
10-K).
10.20 Security Agreement, dated December 22, 2000, by and among BMCA and each
of the grantors party thereto and The Bank of New York as Collateral
Agent (incorporated to reference to Exhibit 10.18 to the 2000 10-K).
10.21 Collateral Agent Agreement, dated December 22, 2000, by and among BMCA,
such Subsidiary of BMCA a party thereto, the 1999 Administrative Agent
(as defined therein), each Senior Note Trustee (as defined therein), the
2000 Administrative Agent (as defined therein), the Chase Manhattan
Bank, Fleet National Bank and the Bank of New York, as Collateral Agent
(incorporated by reference to Exhibit 10.19 to the 2000 10-K).
10.22 Employment Security Agreement between BMCA and William W. Collins,
effective May 2001.*
10.23 Employment Security Agreement between BMCA and David A Harrison,
effective June 2001.*
10.24 Employment Security Agreement between BMCA and Robert B. Tafaro,
effective June 2001.*
10.25 Employment Security Agreement between BMCA and Kenneth E. Walton,
effective June 2001.*
10.26 Employment Security Agreement between BMCA and John F. Rebele, effective
June 2001.*
21 Subsidiaries of BMCA.
23.1 Consent of Arthur Andersen LLP.
99.1 Letter to Commission pursuant to Temporary Note 3T, dated March 26,
2002.
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* Management and/or compensation plan or arrangement
27
BUILDING MATERIALS CORPORATION OF AMERICA