UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant
to
Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of
Report
(Date of earliest event reported) November 29, 2005
GIBRALTAR INDUSTRIES, INC.
(Exact name of
registrant as specified in its chapter)
| Delaware (State or other jurisdiction of incorporation) |
0-22462 (Commission File Number) |
16-1445150 (IRS Employer Identification No.) |
3556
Lake Shore
Road
P.O. Box 2028
Buffalo, New
York
14219-0228
(Address of
principal executive offices) (Zip Code)
(716) 826-6500
Registrant’s telephone number, including area code:
______________________________________________________
(Former name or
former address, if changed since last report)
Item 8.01. Other Events.
The registrant released the following press release on November 23, 2005:
Exhibit 99.1 is incorporated by reference under this Item 8.01
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Text of Press Release
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: November 29, 2005 | GIBRALTAR INDUSTRIES, INC. | ||
| By: /s/ David W. Kay | |||
| Name: David W. Kay | |||
| Title: Executive Vice President | |||
| Chief Financial Officer and Treasurer |
EXHIBIT INDEX
| 99.1 | Text of Press Release |
Exhibit 99.1
Gibraltar Industries Prices Senior Subordinated Note Offering
BUFFALO, N.Y.--(BUSINESS WIRE)--Nov. 23, 2005--Gibraltar Industries, Inc. (NASDAQ: ROCK, the "Company") announced today that it has priced an offering of $204 million in aggregate principal amount of senior subordinated notes due 2015 (the "Notes") at 8.0%. The Notes are being sold at a discount of 1.675% from face value to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933 (the "Securities Act") and to persons outside the United States in compliance with Regulation S.
The offering is expected to close on December 8, 2005, subject to customary conditions.
The Company intends to use the net proceeds, together with other expected financing, to repay amounts incurred under its secured revolving credit facility and to retire its $300 million interim credit facility, which were used to finance its acquisition of Alabama Metal Industries Corporation and to repay certain prior indebtedness.
This announcement is neither an offer to sell nor a solicitation to buy these securities. The securities will not be registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.
Information contained in this release, other than historical information, should be considered forward-looking, and may be subject to a number of risk factors, including: general economic conditions; the impact of the availability and the effects of changing raw material prices on the Company's results of operations; the ability to pass through cost increases to customers; changing demand for the Company's products and services; risks associated with the integration of acquisitions; and changes in interest or tax rates.
| CONTACT: | Kenneth P. Houseknecht, Vice President of Communications and Investor Relations, at 716/826-6500, khouseknecht@gibraltar1.com. |
Gibraltar's news releases, along with comprehensive information about the Company, are available on the Internet, at www.gibraltar1.com.