Item 1. Security and Issuer.

Item 2. Identity and Background.

Item 3. Source and Amount of Funds or Other Consideration.

Item 4. Purpose of Transaction.

Item 5. Interest in Securities of the Issuer.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer.

Item 7. Material to be Filed as Exhibits

0001104659-06-071415.txt : 20061106 0001104659-06-071415.hdr.sgml : 20061106 20061106081505 ACCESSION NUMBER: 0001104659-06-071415 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20061106 DATE AS OF CHANGE: 20061106 GROUP MEMBERS: BMCA HOLDINGS CORPORATION GROUP MEMBERS: BUILDING MATERIALS CORPORATION OF AMERICA GROUP MEMBERS: G HOLDINGS INC. GROUP MEMBERS: G-I HOLDINGS INC. GROUP MEMBERS: HEYMAN HOLDINGS ASSOCIATES LIMITED PARTNERSHIP GROUP MEMBERS: SAMUEL J. HEYMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELKCORP CENTRAL INDEX KEY: 0000032017 STANDARD INDUSTRIAL CLASSIFICATION: ASPHALT PAVING & ROOFING MATERIALS [2950] IRS NUMBER: 751217920 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-02742 FILM NUMBER: 061188700 BUSINESS ADDRESS: STREET 1: 14911 QUORUM DRIVE STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75254-1491 BUSINESS PHONE: 9728510500 MAIL ADDRESS: STREET 1: 14911 QUORUM DRIVE STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75254-1491 FORMER COMPANY: FORMER CONFORMED NAME: ELCOR CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ELCOR CHEMICAL CORP DATE OF NAME CHANGE: 19761119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEYMAN SAMUEL J CENTRAL INDEX KEY: 0001066935 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 9736283000 MAIL ADDRESS: STREET 1: 1361 ALPS RD CITY: WAYNE STATE: NJ ZIP: 07470 SC 13D 1 a06-23368_1sc13d.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

ELKCORP
(Name of Issuer)

Common Stock, $1.00 Par Value
(Title of Class of Securities)

287456107
(CUSIP Number)

Heyman Investment Associates Limited Partnership
333 Post Road West
Westport, CT 06880
(203) 221-3932
Attention: James R. Mazzeo
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

With copies to:

John Rebele		Steven A. Seidman, Esq.
Building Materials Corporation of America		Maurice M. Lefkort, Esq.
1361 Alps Road		Willkie Farr & Gallagher LLP
Wayne, New Jersey 07470		787 Seventh Avenue
(973) 317-5960		New York, NY 10019-6099
		(212) 728-8000

November 6, 2006
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 287456107

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Heyman Investment Associates Limited Partnership — (IRS Identification No. 06-1107758)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC/OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Connecticut

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 2,123,800

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 2,123,800

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,123,800

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 10.36%

	14.	Type of Reporting Person (See Instructions) PN

SCHEDULE 13D

CUSIP No. 287456107

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Samuel J. Heyman

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 2,123,800

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 2,123,800

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,123,800

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 10.36%

	14.	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 287456107

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Building Materials Corporation of America — (IRS Identification No. 22-3276290)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 2,123,800

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 2,123,800

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,123,800

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 10.36%

	14.	Type of Reporting Person (See Instructions) CO

SCHEDULE 13D

CUSIP No. 287456107

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) BMCA Holdings Corporation — (IRS Identification No. 51-0393774)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 2,123,800

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 2,123,800

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,123,800

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 10.36%

	14.	Type of Reporting Person (See Instructions) CO

SCHEDULE 13D

CUSIP No. 287456107

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) G-I Holdings Inc. — (IRS Identification No. 22-2934562)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 2,123,800

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 2,123,800

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,123,800

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 10.36%

	14.	Type of Reporting Person (See Instructions) CO

SCHEDULE 13D

CUSIP No. 287456107

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) G Holdings Inc. — (IRS Identification No. 26-0006169)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 2,123,800

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 2,123,800

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,123,800

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 10.36%

	14.	Type of Reporting Person (See Instructions) CO

SCHEDULE 13D

CUSIP No. 287456107

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Heyman Holdings Associates Limited Partnership — (IRS Identification No. 06-1261246)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Connecticut

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 2,123,800

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 2,123,800

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,123,800

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 10.36%

	14.	Type of Reporting Person (See Instructions) PN

This statement on Schedule 13D relates to the common stock, par value $1.00 per share (“Common Stock”), of ElkCorp, a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is located at 14911 Quorum Drive, Suite 600, Dallas, Texas 75254.

(a), (b) & (f) This Schedule 13D is being filed by Heyman Investment Associates Limited Partnership, a Connecticut limited partnership (“HIA”), Samuel J. Heyman, a citizen of the United States of America (“Mr. Heyman”), Building Materials Corporation of America, a Delaware corporation (“BMCA”), BMCA Holdings Corporation, a Delaware corporation (“BHC”), G-I Holdings Inc., a Delaware corporation (“G-I Holdings”), G Holdings Inc., a Delaware corporation (“G Holdings”), and Heyman Holdings Associates Limited Partnership, a Connecticut limited partnership (“Heyman Holdings”). HIA, Mr. Heyman, BMCA, BHC, G-I Holdings, G Holdings and Heyman Holdings are sometimes hereinafter collectively referred to as the “Reporting Persons.”

Mr. Heyman is the sole general partner of each of HIA and Heyman Holdings. Mr. Heyman beneficially owns (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (“Rule 13d-3”)) approximately 99% of G Holdings and controls G Holdings through his ownership of Heyman Holdings. G Holdings controls G-I Holdings. G-I Holdings controls BHC. BHC controls BMCA. Mr. Heyman is in the position to directly, in some instances, and indirectly determine the investment and voting decisions to be made by the Reporting Persons.

HIA and Heyman Holdings each have their principal place of business at 333 Post Road West, Westport, Connecticut 06880. BMCA, G-I Holdings and G Holdings each have their principal place of business at 1361 Alps Road, Wayne, New Jersey 07470. BHC has its principal place of business at 300 Delaware Avenue, Suite 303, Wilmington, Delaware 19801. Mr. Heyman has his principal place of business at 667 Madison Avenue, 12th Floor, New York, New York 10021.

The name, position, citizenship and business address of the general partner of HIA are set forth on Schedule A-1 hereto.

The name, position, citizenship and business address of each director and executive officer of BMCA are set forth on Schedule A-2 hereto.

The name, position, citizenship and business address of each director and executive officer of BHC are set forth on Schedule A-3 hereto.

The name, position, citizenship and business address of each director and executive officer of G-I Holdings are set forth on Schedule A-4 hereto.

The name, position, citizenship and business address of each director and executive officer of G Holdings are set forth on Schedule A-5 hereto.

The name, position, citizenship and business address of the general partner of Heyman Holdings are set forth on Schedule A-6 hereto.

(c) HIA is an investment partnership. Heyman Holdings is an investment partnership whose business consists primarily of owning a control interest in G Holdings. The business of G Holdings consists primarily of owning 100% of the capital stock of G-I Holdings. The business of G-I Holdings consists primarily of owning 100% of the capital stock of BHC. The business of BHC consists primarily of owning the capital stock of BMCA. The business of BMCA consists primarily of the manufacture and sale of building materials. Mr. Heyman is the general partner of HIA, the general partner of Heyman Holdings, a director and the Chief Executive Officer, President and Secretary of G Holdings and a director and the Chief Executive Officer, President and Secretary of G-I Holdings.

(d) During the past five years, none of the Reporting Persons nor, to the best of their knowledge, any of the directors, executive officers, control persons, general partners or members referred to in paragraph (a) above has been convicted in a criminal proceeding.

(e) During the past five years, none of the Reporting Persons nor, to the best of their knowledge, any of the directors, executive officers, control persons, general partners or members referred to in paragraphs (a) and (d) above has been a party to any civil proceeding as a result of which it has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

The aggregate amount of funds used by the Reporting Persons to purchase the 2,123,800 shares of Common Stock (the “Shares”) beneficially owned (or deemed, solely for purposes of Rule 13d-3, to be beneficially owned) by them, directly or indirectly, was approximately $55 million, including commission.

The funds used to purchase the Shares were obtained by HIA from the working capital of HIA, funds of HIA from capital contributions of its partners and borrowings pursuant to standard margin arrangements.

The Reporting Persons acquired the Shares to obtain an equity position in the Issuer and facilitate a possible business combination between the Issuer and BMCA. After a series of communications with the Issuer, on November 6, 2006, BMCA submitted a letter to Thomas D. Karol, Chairman of the Board and Chief Executive Officer of the Issuer, indicating its interest in pursuing a business combination with the Issuer (the “Acquisition Letter”). A copy of the Acquisition Letter is attached as Exhibit 1 hereto.

Except as contemplated in this Item 4, no Reporting Person nor, to the best knowledge of any Reporting Person, any of the persons listed in Item 2, has any plans or proposals of the types referred to in clauses (a) through (j) of Item 4 of Schedule 13D.

(a) As of the close of business on November 1, 2006, the Reporting Persons beneficially owned (or are deemed, solely for purposes of Rule 13d-3, to have beneficially owned), directly or indirectly, an aggregate of 2,123,800 shares of Common Stock, representing approximately 10.36% of the number of outstanding shares of Common Stock. HIA has direct

beneficial ownership of all of the Shares. Mr. Heyman, BMCA, BHC, G-I Holdings, G Holdings and Heyman Holdings have indirect beneficial ownership of all of the Shares.

The percentages used herein and in the rest of this Schedule 13D are calculated based upon a total of 20,497,311 shares of Common Stock issued and outstanding as reported by the Issuer in its Definitive Proxy Statement on Schedule 14A filed on September 18, 2006.

(b) HIA has the sole power to vote, direct the voting of, dispose of and direct the disposition of, the Shares. Mr. Heyman, as the sole general partner of HIA, may be deemed to own beneficially (as that term is defined in Rule 13d-3) the Shares. By virtue of the foregoing, Mr. Heyman may be deemed to share with HIA the power to vote, direct the voting of, dispose of and direct the disposition of the Shares. BMCA, by virtue of the August Letter (as defined in Item 6), may be deemed to own beneficially (solely for purposes of Rule 13d-3) the Shares. By virtue of the foregoing, BMCA may be deemed to share with HIA the power to vote, direct the voting of, dispose of and direct the disposition of the Shares. BHC, by virtue of its ownership of all of the outstanding stock of BMCA, may be deemed to own beneficially (solely for purposes of Rule 13d-3) the Shares. G-I Holdings, by virtue of its ownership of all of the outstanding capital stock of BHC, may be deemed to own beneficially (solely for purposes of Rule 13d-3) the Shares. G Holdings, by virtue of its ownership of all of the outstanding capital stock of G-I Holdings, may be deemed to own beneficially (solely for purposes of Rule 13d-3) the Shares. Heyman Holdings, by virtue of its control ownership of G-I Holdings, may be deemed to own beneficially (solely for purposes of Rule 13d-3) the Shares. Mr. Heyman, as the sole general partner of Heyman Holdings, may be deemed to own beneficially (solely for purposes of Rule 13d-3) the Shares. By virtue of the foregoing, each of BHC, G-I Holdings, G Holdings, Heyman Holdings and Mr. Heyman may be deemed to share with HIA the power to vote, direct the voting of, dispose of and direct the disposition of the Shares.

In addition to the Shares held by the Reporting Persons, David Harrison, a director of BMCA, beneficially owns 500 shares of Common Stock. Mr. Harrison is not a Reporting Person. The Reporting Persons do not have the power to vote, direct the voting of, dispose of or direct the disposition of, the shares held by Mr. Harrison.

(c) The transactions in the shares of the Common Stock that may be deemed to be beneficially owned by a Reporting Person during the past 60 days are set forth on Schedule B attached hereto. All such transactions were effected in the open market.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock referred to in paragraphs (a) and (b) above.

(e) Not applicable.

In a letter dated August 28, 2006 from Mr. Heyman, the general partner of HIA, to Robert Tafaro, the President and Chief Executive Officer of BMCA (the “August Letter”), Mr. Heyman agreed, upon BMCA’s request, to sell any Shares of the Issuer owned by Mr. Heyman and his affiliates to BMCA at cost. A copy of the August Letter is filed as Exhibit 2 to this Statement and the text of the August Letter is incorporated by reference herein.

Except for the matters described herein, neither the Reporting Persons nor, to the best knowledge of any Reporting Person, any of the persons listed in Item 2 has any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer.

Position

David A. Harrison

Senior Vice President, Marketing, Contractor Services and Corporate Development and Director

John F. Rebele

Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Director

Robert B. Tafaro

Chief Executive Officer, President and Director

Kenneth E. Walton

Senior Vice President, Operations and Director

Susan B. Yoss

Senior Vice President

Exhibit 1	Letter from Building Materials Corporation of America to Thomas D. Karol, Chairman of the Board and Chief Executive Officer of ElkCorp, dated November 6, 2006.

Exhibit 2	Letter from Samuel J. Heyman, general partner of Heyman Investment Associates Limited Partnership, to Mr. Robert Tafaro Chief Executive Officer and President of Building Materials Corporation of America, dated August 28, 2006.

Exhibit 3	Joint Filing Agreement

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct.

Dated: November 6, 2006

HEYMAN INVESTMENT ASSOCIATES LIMITED PARTNERSHIP


By:	/s/ Samuel J. Heyman
	Name:	Samuel J. Heyman
	Title:	General Partner


SAMUEL J. HEYMAN


/s/ Samuel J. Heyman



BUILDING MATERIALS CORPORATION OF AMERICA


By:	/s/ John F. Rebele
	Name:	John F. Rebele
	Title:	Senior Vice President and Chief Financial Officer


HEYMAN HOLDINGS ASSOCIATES LIMITED PARTNERSHIP


By:	/s/ Samuel J. Heyman
	Name:	Samuel J. Heyman
	Title:	General Partner

BMCA HOLDINGS CORPORATION


By:	/s/ Roger F. Assad
	Name:	Roger F. Assad
	Title:	Vice President, Law and Secretary


G-I HOLDINGS INC.


By:	/s/ Samuel J. Heyman
	Name:	Samuel J. Heyman
	Title:	Chief Executive Officer and President


G HOLDINGS INC.


By:	/s/ Samuel J. Heyman
	Name:	Samuel J. Heyman
	Title:	Chief Executive Officer and President

Schedule A-1

Mr. Heyman is the sole general partner of Heyman Investment Associates Limited Partnership. Mr. Heyman’s business address is 667 Madison Avenue, 12th Floor, New York, New York 10021. Mr. Heyman is a citizen of the United States.

Schedule A-2

The name and position of the directors and executive officers of Building Materials Corporation of America are set forth below. The business address of each executive officer and director is 1361 Alps Road, Wayne, New Jersey 07470. All executive officers and directors are citizens of the United States.

Schedule A-3

The name and position of the directors and executive officers of BMCA Holdings Corporation are set forth below. The business address of each executive officer and director is 300 Delaware Avenue, Suite 303, Wilmington, Delaware 19801. All executive officers and directors are citizens of the United States.

Schedule A-4

The name and position of the directors and executive officers of G-I Holdings Inc. are set forth below. The business address of each executive officer and director is 1361 Alps Road, Wayne, New Jersey 07470. All executive officers and directors are citizens of the United States.

Schedule A-5

The name and position of the directors and executive officers of G Holdings Inc. are set forth below. The business address of each executive officer and director is 1361 Alps Road, Wayne, New Jersey 07470. All executive officers and directors are citizens of the United States.

Name				Position
Samuel J. Heyman				Chief Executive Officer, President, Secretary and Director
Susan B. Yoss				Senior Vice President, Chief Financial Officer and Treasurer

Schedule A-6

Mr. Heyman is the sole general partner of Heyman Holdings Associates Limited Partnership. Mr. Heyman’s business address is 667 Madison Avenue, 12th Floor, New York, New York 10021. Mr. Heyman is a citizen of the United States.

Schedule B

List of Transactions in Issuer Common Stock

Type of Transaction	Date of Transaction	Quantity of Shares Purchased/(Sold)		Weighted Average Price Per Share
Purchase	9/07/2006	35,600		27.89
Purchase	9/08/2006	4,500		27.91
Purchase	9/11/2006	20,100		27.86
Purchase	9/12/2006	1,800		27.98
Purchase	9/18/2006	10,800		29.04
Purchase	9/19/2006	19,100		28.22
Sale	9/20/2006	(2,600	)	28.82
Sale	10/25/2006	(16,800	)	26.51
Purchase	10/25/2006	16,800		26.28
Purchase	10/26/2006	60,000		27.01
Purchase	10/27/2006	677,500		24.83
Purchase	10/30/2006	156,300		25.05
Purchase	10/31/2006	96,800		25.13
Purchase	11/01/2006	112,400		25.22

EX-1 2 a06-23368_1ex1.htm EX-1

Exhibit 1

November 6, 2006

Mr. Thomas D. Karol
Chairman of the Board and Chief Executive Officer
ElkCorp
14911 Quorum Drive, Suite 600
Dallas, Texas 75254-1491

Dear Tom:

As we advised you last week and again on our Sunday conference call, we have a strong interest in pursuing a business combination with Elk at an all cash price to be negotiated. We believe that a combination of our two companies provides Elk shareholders with the opportunity to realize full value for their shares because of the unique synergies that exist between our two businesses which are an excellent fit for each other. For this same reason, the combination will provide significant benefits to Elk customers and employees.

As you know, in addition to the extremely difficult operating environment we in the roofing industry now confront — resulting from unprecedented asphalt costs, margin erosion, and excess inventories — the industry faces significant long-term challenges as well. It is now readily apparent that, in the last few years, aberrational demand from weather-related events temporarily obscured the impact of higher costs and slowing industry growth, especially in the maturing market for laminated shingles. In our view, consolidation is the only logical response to these conditions.

We have always held Elk and its employees in the highest regard, having known each other as competitors, suppliers, and friends. In recent months, we have carefully studied this combination and believe that Elk and BMCA are uniquely complementary. The limited overlap among customers and distribution channels, as well as the geographic fit of our companies’ respective facilities, offer an opportunity to enhance the combined company’s competitive position by achieving economies of scale and improving our ability to respond to customer needs to a degree that would not be available to either company on a stand-alone basis or with any other partner.

As a combined company, we would lead the industry as the lowest-cost roofing manufacturer in the country, able to deliver product quickly and efficiently to customers in every section of the country. Our customers would also benefit from access to the most comprehensive product offering in roofing, the industry’s oldest and most developed contractor programs, and two of the industry’s most trusted and respected brand names. Finally, bringing together our companies’ world-class employees, who have driven exceptional innovation and strong historical

growth at both our companies, will ensure that the combined company competes effectively in the marketplace whatever challenges we face going forward.

We have invested a significant amount of time and money in the evaluation of a transaction between our companies. Since our companies have known each other for many years, we are quite familiar with your business, as we know that you are with ours. With your cooperation, after conducting reasonable confirmatory due diligence, we expect to be in a position to promptly provide an appropriate offer to you and your shareholders. As discussed on our conference call, we are willing, of course, to execute a customary confidentiality agreement. In addition, you should know that as a result of our discussions with lenders, we are confident that satisfactory financing for the transaction is readily available and our offer will not be subject to a financing contingency.

Finally, you should be aware that we and our advisers have thoroughly considered the antitrust implications of this transaction, and we are highly confident that there will not be any antitrust impediments to completion. In that regard, we are filing today a Hart-Scott-Rodino notification with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice.

We are sorry that the New York Marathon prevented our meeting in person yesterday, but we appreciated the opportunity to present our proposal by teleconference instead. I look forward to our continued discussions.

	Sincerely,

	/s/ Robert B. Tafaro
	Robert B. Tafaro
	President and Chief Executive Officer

P.S. I am enclosing a copy the 13D filing reflecting our Elk stake.

Enclosure

cc: The ElkCorp Board of Directors

EX-2 3 a06-23368_1ex2.htm EX-2

Exhibit 2

[Letterhead of Heyman Properties]

Samuel J. Heyman
Chief Executive Officer

CONFIDENTIAL

August 28, 2006

Mr. Robert Tafaro
BMCA
1361 Alps Road
Wayne, NJ 07470

Dear Bob:

BMCA currently has under consideration a proposed possible merger with a building materials company, which as you know will require a refinancing of BMCA’s credit agreement. In that regard, as a result of current BMCA credit agreement restrictions, this is to confirm that you have asked me to facilitate such possible acquisition by purchasing that company’s shares in the open market. I have agreed to do so, through myself and affiliate entities. In the event that BMCA should be permitted, by its credit agreement in connection with the above refinancing, to purchase such shares, I have agreed, if BMCA so requests, to sell them to BMCA at cost.

		Sincerely,

		/s/ Samuel J. Heyman

SJH:kjc

EX-3 4 a06-23368_1ex3.htm EX-3

Exhibit 3

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the common stock of ElkCorp, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of November 6, 2006.

HEYMAN INVESTMENT ASSOCIATES
LIMITED PARTNERSHIP

By:	/s/ Samuel J. Heyman
	Name:	Samuel J. Heyman
	Title:	General Partner

SAMUEL J. HEYMAN

/s/ Samuel J. Heyman

BUILDING MATERIALS CORPORATION OF AMERICA

By:	/s/ John F. Rebele
	Name:	John F. Rebele
	Title:	Senior Vice President and Chief Financial Officer


HEYMAN HOLDINGS ASSOCIATES LIMITED PARTNERSHIP

By:	/s/ Samuel J. Heyman
	Name:	Samuel J. Heyman
	Title:	General Partner

	BMCA HOLDINGS CORPORATION


	By:	/s/ Roger F. Assad
		Name: Roger F. Assad
		Title: Vice President, Law
		and Secretary


	G-I HOLDINGS INC.


	By:	/s/ Samuel J. Heyman
		Name: Samuel J. Heyman
		Title: Chief Executive Officer
		and President


	G HOLDINGS INC.


	By:	/s/ Samuel J. Heyman
		Name: Samuel J. Heyman
		Title: Chief Executive Officer
		and President

GRAPHIC 5 g233681kgi001.jpg GRAPHIC begin 644 g233681kgi001.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#NO'/BB]\, MPV;V<4$AN&<-YRDXP!TP1ZUQ_P#PM;7/^?2P_P"^'_\`BJU_BTC/;:8%4MAY M.@]EKS(@AMI!!]#7K86C2G23DM3BJU)J;29VW_"UM<_Y]+#_`+X?_P"*H_X6 MMKG_`#Z6'_?#_P#Q5<4R.@RR,H]QBE*.%W%&`]<5T_5J/\J,O:U.YVG_``M; M7/\`GTL/^^'_`/BJ/^%K:Y_SZ6'_`'P__P`57'?9K@P>>+>7R?\`GIL.W\^E M1A68X4$GT`H^KT/Y4'M:G<];\'^+M5\2"\$L-M&UN8MOEHW(8D-G+>@KI],G MO9U[C M`&.0-Q&.><'&:]`F8I"[CJJDUY_K=P_B#P3I>LWL'D727:%54D*A]1@U MT8=>\GYF-79FE\1[,ZAX>6*%=TL5W%@#_:RH_5A5WQ':03Z';:6L#C MU&]>/R-6\QW'B6ZLIAE?LUO<*/=9'Y_,+69<7/VFR:8GC^W8T_[YE5/_`&6G M%NR7;7[P:6K)[SQ!;Z?XH30[O[);V#67F;Y2%&[<1MYXQ@=*Y7P=#96?B[7K MZV*/9V44AC*-E0I;(P?HIJYXIT!?$?Q!AL9)G@3^SA)O5<]'8?UI_ACPXEKI M/B6Q^V")))FL_M+J.`%ZXS_M^M;+DC2T>K2O]^Y#NY[;'3VEL(?%VHS`<3VM MNQ/N&D'\@*V:@@B0;)0X=O*52XZ,/6EN[E+*SFNI<^7!&TC;>N`,G'Y5Q2=V M="5B:BN7M/'^DW2$^1>P-NM@$FB`+"*8BZVRVL]SCR@"JPDB12">&!!&/UH`ZFBN;_X3G2&LY[J,7$B0QVSA4C! M:3S_`/5JHSU)XYQBM/1M9@UNTDG@BFB:*9X)8IE"O&ZG!4X)'Y$T`:-%7!MT7RAN5ALY;G@?O$_.KS^,[`7VIV4%K>7,^F;?/6&-3D$ M')7+#(&,&@#H:*YB#QS:W0M!;Z3JDKWL!N88UB3<8AM^?[_0[A4\'C+3Y]8& MF&WO(V-RUHLSQ#RVF5=Q7().<>U`'045SJ^-]);^R?\`7C^UY'CM\H."K!#N MYX&X@?C5J7Q/IT.G:K?R&58=)E:*X^3DLJJWR^OWA0!L45E:+K\&MFYC2WN; M6>U95E@N%`==RAE/RD@@@^M947Q$T24SL5NHX(HYY%N'BPDPAQYFSG)(R.H& M:`.JHKE_^$\L4CD\[3M1@N$>%/LLD2>8_FDB,C#8()!'7BC_`(3_`$MK>*2& MUOII7N);9K=(1YDQ6X>(>4TRYRH()/\)QD4`=%17+'XA:0 M8=5DA@O)QI#E;H1Q#A1N!<9897*-S^E2R>.=,MQ,+JWO+9X;$7KI)$-WEER@ M'!/S$C@>XH`Z2BN6?X@Z1`L7VR&\M))+X6+Q31@-%(5##=AB-N"#D$ULZ=K5 MIJ6G2W\1=((I)8W,BX(,;%6/TRIH`T**Y(_$?1TTRXU":VOX(X(8IPLD*AI8 MI6VHZ#=R"?4@^U='87C7UMYS6EQ:')'EW"@-]>":`+5%^5A=2?88HI9#'&"&$A0+MYY/[QUTX*+K2]3CDQV=I,\`'J0 M3UKI:`"BBB@#E?&_BJZ\,0VCVUO#,;AF#"3/&,>A]Z\[USQQJFO?9TGCABA@ ME$HCC!^9ATR2:ZGXN?\`'MI?^_)_):\SKV,)2@Z:FUJ<-:L-O%=[)X=N-&DCC=;F4RRSG M)=V+!B3V["L.BDJ%*.R!U)/=GK7PV\0W6K6,EA/'&$T^*)(W7.6'(Y_!175: MU$9]#OX595,EM(H+MM4$J1R>PK@/A%_KM5_W8O\`V>O1[C<;:3;$LS;3B-C@ M,?0FO'Q45<CNHMN";/)=/T&YM;*:1;BPCD06#+!)J:RM.\#AF(U:::?),(+B6[T^*1]0OKN2+[9&3&LL3H@SG!.2,X]:Z*WN;B\\.V^H1Z=I M\$K/)]H)MVF6)59A\J+AG.0!QCJ3[5D1>+([IU$6G6$*P6L-Q:^GZBDBB]3"2SLS*HR>0-P!-=U;70E\8W.BSZ391016:W$G[0@N+QI@H*0;PORCNQRQ'LA]:`.9AT"2RB MU18=0TZ5?M-E<6<9O$7>(I&D>,G/&"Q4>P%=;X3OS:6%T-7U2V\V2[>2)7O4 ME9(CC:I8'DCFFG6;2'5I].;15NIFNWAMEMXHQE5ABD)8LP'_`"T/^>KH/$>A MW5];VL&F!FG6-@2D2E=_3Y2P8@="5!`_`X`.'L?"LEM8J'U'3C(J6I5/M:85 MQ,AE.<_W(8_K6KH^FW-EJ\^I7&K:>YU*"\6YB%Q&/)9Y-\>#GYN./:NAUZ[6 MQUJWL8%L;:.2V>5G?37N22&4`80C`Y/6H].UZVN-.21]%6\G"22RFT@10(A( MZ*^UV!!8(3MR2,$&@#!:P\D>'F9[>Z%AI`M)TM]7%LRR?)_$K#69<[<[]NT'G;C(IVE:A;ZIK"P#1EM[:2R%S&TT*;G!;`(P3@8['!%` M'#'P_?M:VSIJNG13:9`OV>/[3&WFR?:3,1NS\O"Q\_A6[YMQ'#XCL8UTF:/4 M[B6>&2XO8S&P9$78R`YYVD9SQFMWQ!>0Z+.I&GVCQ2VDS1@PC^\+M>:1';-%=[;IKM&,S2-F, M`9RHY.[(]*ZN'Q/X?FMY9AIZXBCE?"QQ.',94%5*DAF.],<\Y]C2KXCT3SI1 M+I#PV\-Q-;/64VNZ@]]=36=B&EL4,:ZDA? M9$[-(X93P?FXP<\=J;8Z!$9[6TO=2M5LK;5+R7S(M05)7@D0A"SJ0S,2<$DY MQUKK]#UG1-=GD@@L88Y$C$NT^2^5)Q_`S8([@X/(J/Q!>QZ-J>GK'IMI)9R) M-+>$Q#>D:;!N7Z;\GV!QS0!RNLZ+$EYJ-KH\^G&PU.VM+=6-ZBBT$+=P3EAM MZ8YS4RZ2MM?IJ<.HVTEPFN3W?DMJ"F(PN'P0A;:&Y'(&>M;S:DG_``BNMZJM MC8F:P>[$(\D;6$18+GUS@9P:T=7$=M+96EE9V0N+V8QK)-!N2,!&`0.OO6T]Y>SZ=:W5I:Z2DUS*;9+:2T9RTJL MROA@P^4;&;ID`'K3VU:.X\5PZ19V%@+>6WGQJV M`O)VN2[I<(5S([$'K_M9I'U.YMW\I[32YS<7Z6%K,EH43S,,9&(+'*KM(X(R MP(XZUNZ*(+^TE^TV-H)[>>2"0QQ`*Q4XW`')`(P<9.,XR:`/-[[0[[5/#T]K M)-IUO/%I=GIT2?VA&WFF*4.SY!^48'&>:]":\TW3=$N+?2]3@DF$;F$3W_F$ MN0<9=V)QG'>E\230:/IT=Q#8V>9)TB:6:+]W`K'!=L=A]1U'(ZUC'6/,TB>^ M@_LAOL]R;4%+(R"[D.W9Y>'&-VX#J?7..:`.>]4IO"5RNBW=JFI:?/--:1Q;C>HNYDN0PYSQ^Z5.?45W:YE7G;U!(%5M"\2V=]-OU*WTVUMFMWF+M%Y:P[9 M%0#S6.V4'=]Y.!Q_>%`&)K]EJGBB,27.I:58/#;W+P1QW$;_`+QG7RT8YZ[4 M&7'WLK&ZN-,TQO[5A5[1$A(\EG>-45S_%Q*"2 M`,;2.^3TKH]#NTU#1+2[6!8/-C#&-!PC=P/ M;.:`,3QQ?:':+9C6]-EO48MY?EG`C^9%.>1U+K_^O&<1$\%2?:@F@2$VXZ&0 MC>=ZIQ\WJPKIO$\6I23V+6%K).%9@QC$6Y&)7:29`<+C=G:,]*Y-M,\9M:2N MEDBE+Z&K=>!VNQ:#PY/YQD2(* M7X+-GC._&,C&??/K4MX_@:P,/GZ!+B2!9RRN2$4LRG)W]BGZBM633]>CM=,B M6W%P[.RW9-O`HP)$"[A_<$7FCY>>1P*=+8^(XM%TM([>&>Z#+)>;HXEQ&,9B M`Z?Q$C&!\O;N_:U/YG]XQA^=X-^SM/_PB\Y159CMDW8VABPX<]"C#/3WI MQG\#),L$WA^:*4F0%'8J1LSG(+9'3`^M26UEXX:.U.I6WGG,9EV0VY)8HY8G M./XF`)'89PQT7A-=$2[U&+2=.:S:&01RDON\P!F`(^8\95N?PZ@@=+7.>%8-8@N- M0_M.SAMHII!);K$$&Q=S*$.T#D*J')S][KV'1U#;;NQI);&6WA^T^R06\,MQ M;_9I&DBDBDPZEB=W4$$'<>"/Y"JO_"':2!MC%Q$CQ+#.B3'%P@).),]>6;)Z MG)R<5O44AE,:7:C6&U8*WVI[<6Y;=QL#%@,?4FF/HMA++=RS0+*UX`)3)\W` M7:`/08S^)-7Z*`.6N?!RC5--FL[B:"&W:1II%F(E+&)(U(..>(QG/UJ^?"FF M_N$!N!!`8V6W\TE"R8VDYYS\HZ'G'.:VJ*`*YL83J*WY!\]8C"#GC:2">/J! M6:_A73R&\J2Y@\SS!(89BID5W:1E/MN=B.XR<&MJB@#%7PIIJ7*2IYR)'*9D M@#_NU8H4/RXYRI(Y]>,4R/PM!:#=975U'*JQQ(SS%O+B5PVQ?;`(]3GG-;M% M`%+4-)L]5^R_:XR_V2X6XBP<8=V7E[I(([W[;/)/,6ZENF5F)#/(K*^?8AVX]ZUJ*`,>/0?LJ+]GO[PN'B^::8MB-&!*#Z MC()/)SR3BK\UA;SWL-W(I:6"-XTYXVOMW9'?[HJS10!SJ^!]&CM!:PBXA@_> M*Z),<2)(VYD;_9R![XXS6MJ&FPZBD0D>2*2&3S(I8FVO&V",@_1B.?6KE%`& M?;Z)96IL_*1Q]B1UARQ/WL;F.>K''4^I]:B_X1G1QK$.K)80QW<"N%=(PN=V M,DX')XZ^Y]:U:*`,Q_#]@^E0Z=M=8X'$D3AOG1P<[PWKDGZY.>M6=/T^#3;7 M[/!O(+,[.[;F=F.68GU)-6J*`*NH6$>HVPADDFBPX=7AD*,K`Y!R/Y'(/<57 MAT&RA%L<22-;SMB@`HHHH`* M***`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HH AHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`/__9 ` end