.
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) March 11, 2005
_________________________
GIBRALTAR INDUSTRIES, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 0-22462 16-1445150
____________________________ _____________________ ______________________
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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
PART I
Item 2.02 Results of Operations and Financial Condition
Gibraltar Industries, Inc. (the Company) is restating its financial statements
for the years ended December 31, 2004, 2003, and 2002 and financial information
in the year 2001 and 2000, and each of the quarters in the years ended December
31, 2004 and 2003 to reflect the reclassification of the Company's Milcor
subsidiary as discontinued operations in accordance with Statements of Financial
Accounting Standards No. 144 "Accounting for the Impairment of Disposal of
Long-Lived Assets (SFAS No. 144) and the requirements of the U.S. Securities and
Exchange Commission (the SEC). Under the SEC requirements, the Company must
reflect any reclassification to discontinued operations as required by SFAS No.
144 subsequent to the determination to all such operation, for previously issued
annual financial statements for each of the years shown in the Company's last
annual report on Form 10-K if those are incorporated by reference in subsequent
filings made with the SEC under the Securities Act of 1933, as amended, even
though those financial statements relate to periods prior to the date the
operations were identified for sale.
This Form 8-K is being filed by the Company and amends Items 6, 7 and 8 of the
Company's Annual Report on Form 10-K for the year ended December 31, 2004 to
reflect the Reclassification. We are also refiling Item 9A. No other amendments
are hereby made to the Company's Annual Report on Form 10-K.
Selected historical financial information for fiscal 2000, 2001, 2002 2003 and
2004 and supplemental disclosure to Management's Discussion and Analysis of
Financial Condition and Results of Operations for fiscal years 2004, 2003 and
2002 regarding the Reclassification are attached as Exhibit 99.1. Restated
audited consolidated financial statements for the years ended December 31, 2004,
2003 and 2002 are attached as Exhibit 99.2.
Readers should refer to the Company's quarterly reports on Form 10-Q for
information related to periods subsequent to December 31, 2004. The Company
intends for the information provided pursuant to this Item 2.01 and 9.01 to be
deemed filed and incorporated by reference into its filings with the SEC.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Selected Historical Information
99.2 Restated Audited Consolidated Financial Statements and Supplementary
Data for the fiscal years ended December 31, 2004, 2003 and 2002
99.3 Controls and Procedures
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
November 14, 2005 By: /s/ David W. Kay
___________________
David W. Kay
Executive Vice President
Chief Financial Officer and
Treasurer
3
Exhibit Index
99.1 Selected Historical Information
99.2 Restated Audited Consolidated Financial Statements and Supplementary
Data for the fiscal years ended December 31, 2004, 2003 and 2002
99.3 Controls and Procedures
4