SEC – ‘UPLOAD’ from 12/20/04 re: Standard Industries Inc. – ‘LETTER’

On:  Monday, 12/20/04, at 12:37pm ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  3/16/06   ·   Accession #:  0-4-40750

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   5±    21K 


                 December 17, 2004

Via Facsimile (212) 310-8007 and U.S. Mail                                      

Richard A. Weinberg, Esq.                                                       
Executive Vice President, General Counsel and Secretary                         
Building Materials Corporation of America                                       
1361 Alps Road                                                                  
Wayne, New Jersey 07470                                                         

Re:     Building Materials Corporation of America               
Amendment No. 1 to Form S-4 filed December 9, 2004                  
File No. 333-119608                                                 

Dear Mr. Weinberg:                                                              

We have reviewed your filing and have the following comments.   
Where indicated, we think you should revise your document in                    
response                                                                        
to these comments.  If you disagree, we will consider your                      
explanation as to why our comment is inapplicable or a revision is              
unnecessary.  Please be as detailed as necessary in your                        
explanation.                                                                    
In some of our comments, we may ask you to provide us with                      
supplemental information so we may better understand your                       
disclosure.                                                                     
After reviewing this information, we may or may not raise                       
additional                                                                      
comments.                                                                       

Please understand that the purpose of our review process is         
to                                                                              
assist you in your compliance with the applicable disclosure                    
requirements and to enhance the overall disclosure in your filing.              
We look forward to working with you in these respects.  We welcome              
any questions you may have about our comments or on any other                   
aspect                                                                          
of our review.  Feel free to call us at the telephone numbers                   
listed                                                                          
at the end of this letter.                                                      

General                                                                         
1. We note your response to prior comment 4. Since GAF Fiberglass               
is                                                                              
not an additional registrant, please withdraw the registration                  
statement for this subsidiary only. Please contact the EDGAR Filer              
Support Office (202 942-8900) if you have any questions.                        

Prospectus Summary, pages 1-5                                                   
2. We reissue prior comment 12.  In the summary, you are to                     
carefully                                                                       
consider and identify those aspects of the offering that are the                
most                                                                            
significant and determine how to best highlight those points in                 
clear, plain language.  The summary should not include lengthy                  
descriptions of your industry, competitive strengths, and business              
strategies.  Please revise.  If you want to highlight key aspects               
of                                                                              
your business, consider listing these in a bullet-point format,                 
with                                                                            
one sentence per bullet point, and balance this information with                
appropriate risk factor disclosure.  See Item 503(a) of Regulation              
S-                                                                              
K and part IV.C. of Release No. 33-7497.                                        

Risk Factors, pages 17-24                                                       
3. We reissue prior comment 15. Please also avoid language in risk              
factors like "detrimentally affect" or "significant detrimental                 
effect."                                                                        

4. We reissue prior comment 16.                                                 

We may be forced to contribute assets. . . , page 17                            
5. We reissue prior comment 18.                                                 

MD&A - Liquidity and Financial Condition, pages 44-47                           
6. We note your responses to prior comments 31and 32. We also note              
that you have negative cash flows from operations for the nine                  
months                                                                          
ended October 3, 2004 and September 28, 2003. Please clarify if                 
you                                                                             
intend to rely on external financing and cash on hand in order to               
meet your cash requirements and maintain operations over the short              
and long term. Also provide your assessment of whether this                     
financing                                                                       
will continue to be available, and on what terms.                               

Legal Proceedings, page 60                                                      
7. We reissue prior comment 40. Quantify the damages sought in the              
complaints that do provide such specific information.                           

Exhibits                                                                        
8. In exhibit 5.1, where counsel refers to the corporate laws of                
the                                                                             
State of Delaware, counsel should confirm supplementally that it                
does                                                                            
not intend to exclude the Delaware Constitution and reported                    
judicial                                                                        
decisions interpreting these laws.  Counsel should file this                    
correspondence on EDGAR, as it will be a part of the Commission`s               
official file regarding this registration statement.  See Section               
VIII.A.14 of our November 14, 2000 Current Issues Outline.                      

9. We note your response to prior comment number 50.  It appears                
that                                                                            
the long-term requirements contract with ISP is with an affiliate               
and                                                                             
should be filed pursuant to Item 601(b)(10)(ii)(A).                             

Accounting Comments to Form 10-K FYE 2003                                       
Note 2 - Summary of Significant Accounting Policies - Cash and                  
Cash                                                                            
Equivalents                                                                     
10. Please tell us how the debt securities purchased with original              
maturities of six months or less qualify as cash equivalents under              
SFAS 95 paragraph 8.                                                            

Note 2 - Summary of Significant Accounting Policies - Property,                 
Plant                                                                           
and Equipment                                                                   
11. We note that depreciation is computed "principally" on the                  
straight-line method.  Please tell us supplementally and disclose               
in                                                                              
future filings what other depreciation methods are used for each                
major class of depreciable assets.                                              

Closing Comments                                                                
As appropriate, please amend your registration statement in         
response to these comments.  You may wish to provide us with                    
marked                                                                          
copies of the amendment to expedite our review.  Please furnish a               
cover letter with your amendment that keys your responses to our                
comments and provides any requested supplemental information.                   
Detailed cover letters greatly facilitate our review.  Please                   
understand that we may have additional comments after reviewing                 
your                                                                            
amendment and responses to our comments.                                        

We urge all persons who are responsible for the accuracy and        
adequacy of the disclosure in the filings reviewed by the staff to              
be                                                                              
certain that they have provided all information investors require               
for                                                                             
an informed decision.  Since the company and its management are in              
possession of all facts relating to a company`s disclosure, they                
are                                                                             
responsible for the accuracy and adequacy of the disclosures they               
have made.                                                                      

Notwithstanding our comments, in the event the company          
requests                                                                        
acceleration of the effective date of the pending registration                  
statement, it should furnish a letter, at the time of such                      
request,                                                                        
acknowledging that:                                                             

?       should the Commission or the staff, acting pursuant to                  
delegated                                                                       
authority, declare the filing effective, it does not foreclose the              
Commission from taking any action with respect to the filing;                   

?       the action of the Commission or the staff, acting pursuant to           
delegated authority, in declaring the filing effective, does not                
relieve the company from its full responsibility for the adequacy               
and                                                                             
accuracy of the disclosure in the filing; and                                   

?       the company may not assert this action as a defense in any              
proceeding initiated by the Commission or any person under the                  
federal securities laws of the United States.                                   

In addition, please be advised that the Division of             
Enforcement                                                                     
has access to all information you provide to the staff of the                   
Division of Corporation Finance in connection with our review of                
your                                                                            
filing or in response to our comments on your filing.                           

We will consider a written request for acceleration of the          
effective date of the registration statement as a confirmation of               
the                                                                             
fact that those requesting acceleration are aware of their                      
respective                                                                      
responsibilities under the Securities Act of 1933 and the                       
Securities                                                                      
Exchange Act of 1934 as they relate to the proposed public                      
offering                                                                        
of the securities specified in the above registration statement.                
We                                                                              
will act on the request and, pursuant to delegated authority,                   
grant                                                                           
acceleration of the effective date.                                             

We direct your attention to Rules 460 and 461 regarding             
requesting acceleration of a registration statement.  Please allow              
adequate time after the filing of any amendment for further review              
before submitting a request for acceleration.  Please provide this              
request at least two business days in advance of the requested                  
effective date.                                                                 

Please direct accounting questions to Bret Johnson at (202)         
942-5478 or John Cash at (202) 824-5373. Please direct all other                
questions to Brigitte Lippmann at (202) 942-0755 or Chris Edwards               
at                                                                              
(202) 942-2842. In this regard, please do not hesitate to contact               
the                                                                             
undersigned at (202) 942-1950.                                                  

Sincerely,                                                                      

Pamela A. Long                                                                  
Assistant Director                                                              

cc:     Michael E. Lubowitz, Esq.                                               
Weil, Gotshal & Manges LLP                                      
767 Fifth Avenue                                                
New York, New York 10153                                        

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Richard A. Weinberg, Esq.                                                       
Building Materials Corporation of America                                       
December 17, 2004                                                               
Page 1                                                                          

UNITED STATES                                                                   
SECURITIES AND EXCHANGE COMMISSION                                              
WASHINGTON, D.C. 20549-0404                                                     

DIVISION OF                                                   
CORPORATION FINANCE                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		3/16/06		CORRESP,  UPLOAD
Filed on:		12/20/04		UPLOAD
		12/17/04		UPLOAD
		12/9/04		S-4/A,  UPLOAD
		10/3/04		10-Q
		9/28/03		10-Q
		11/14/00		13F-NT
				List all Filings