UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 14, 2013 (February 13, 2013)

 

 

GIBRALTAR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		0-22462		16-1445150
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3556 Lake Shore Road

P.O. Box 2028

Buffalo, New York 14219-0228

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (716) 826-6500

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

 

 

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Item 8.01 Other Events.

The Registrant issued the press release attached as Exhibit 99.1 to this report on Form 8-K on February 14, 2013.

The Press Release attached as Exhibit 99.1 announced the expiration on February 13, 2013 of the Registrant’s previously announced cash tender offer for the Registrant’s outstanding 8% Senior Subordinated Notes Due 2015.

Exhibits 99.1 is hereby incorporated by reference in this Item 8.01.

This information is furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless the Registrant specifically incorporates it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. By filing this Current Report on Form 8-K and furnishing this information, the Registrant makes no admission as to the materiality of any information in this report.

ITEM 9.01 Financial Statements and Exhibits

 

(a)

Financial Statements of Businesses Acquired – None

 

(b)

Pro Forma Financial Information – None

 

(c)

Exhibits

99.1 – Press Release dated February 14, 2013

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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: February 14, 2013

 

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release dated February 14, 2013

Exhibit 99.1

 

Contact:

Kenneth Smith

Chief Financial Officer

716.826.6500 ext. 3217

kwsmith@gibraltar1.com

Gibraltar Industries Announces Completion of Tender Offer for

8 % Senior Notes Due 2015

Buffalo, New York, February 14, 2013, - Gibraltar Industries, Inc. (Nasdaq: ROCK), a leading manufacturer and distributor of products for building and industrial markets, today announced that the final tender period for the previously announced offer to purchase its outstanding 8% Senior Notes due 2015 (the “2015 Notes”), expired at 11:59 p.m., New York City time, on February 13, 2013 (the “Expiration Time”).

At the Expiration Time, $143,110,000 principal amount of 2015 Notes, or 70.15% of the aggregate principal amount outstanding, had been validly tendered and not withdrawn. As part of the previously announced early tender, the Company purchased for cash, on January 31, 2013 (the “Early Payment Date”), $143,110,000 of the tendered 2015 Notes. The complete terms and conditions of the tender offer were set forth in an Offer to Purchase and Consent Solicitation Statement that was sent to holders of the 2015 Notes.

On January 31, 2013, the Company called for redemption all of the remaining 2015 Notes that were not purchased on the Early Payment Date in accordance with the redemption provisions of the indenture governing the 2015 Notes (the “Indenture”). In connection with the redemption, the Company satisfied and discharged its obligations under the Indenture by depositing with the trustee sufficient funds to pay the redemption price plus accrued and unpaid interest on the remaining 2015 Notes.

About Gibraltar

Gibraltar Industries is a leading manufacturer and distributor of building products, focused on residential and nonresidential repair and remodeling, as well as construction of industrial facilities and public infrastructure. The Company generates more than 80% of its sales from products that hold leading positions in their markets, and serves customers across the U.S. and throughout the world. Gibraltar’s strategy is to grow organically by expanding its product portfolio and penetration of existing customer accounts, while broadening its market and geographic coverage through the acquisition of companies with leadership positions in adjacent product categories. Comprehensive information about Gibraltar can be found on its website at http://www.gibraltar1.com.

3556 Lake Shore Road, PO Box 2028, Buffalo, New York 14219-0228, Ph 716.826.6500, Fx 716.826.1589, gibraltar1.com