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Proc-Type: 2001,MIC-CLEAR
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0000898822-06-001508.txt : 20061220
0000898822-06-001508.hdr.sgml : 20061220
20061220171842
ACCESSION NUMBER: 0000898822-06-001508
CONFORMED SUBMISSION TYPE: 8-A12B/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20061220
DATE AS OF CHANGE: 20061220
FILER:
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: 8-A12B/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05341
FILM NUMBER: 061290798
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
8-A12B/A
1
elkcorp8aa.htm
elkcorp8aa.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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FORM 8-A/A |
Amendment No. 1 |
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES |
Pursuant to Section 12(b) or (g) of the |
Securities Exchange Act of 1934 |
ELKCORP |
(Exact Name of Registrant as Specified in its Charter) |
Delaware |
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75-1217920 |
(State of Incorporation or Organization) |
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(IRS Employer |
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Identification Number) |
14911 Quorum Drive |
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Suite 600 |
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Dallas, Texas |
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75254-1491 |
(Address of Principal Executive Offices) |
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(Zip Code) |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the |
Exchange Act and is effective pursuant to General Instruction A.(c), please check the following |
box: [X] |
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If this form relates to the registration of a class of securities pursuant to Section 12(g) of the |
Exchange Act and is effective pursuant to General Instruction A.(d), please check the following |
box: [ ] |
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Securities Act registration statement file number to which this form relates: N/A |
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Securities to be registered pursuant to Section 12(b) of the Act: |
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Name of Each Exchange on Which |
Title of Each Class to be so Registered |
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Each Class is to be Registered |
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Series A Participating Preferred Stock |
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New York Stock Exchange |
Purchase Rights |
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Securities to be registered pursuant to Section 12(g) of the Act: |
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None |
(Title of Class) |
Item 1. |
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Description of Registrant's Securities to be Registered. |
Reference is hereby made to the Registration Statement on Form 8-A filed by ElkCorp (formerly known as Elcor Corporation) (the "Company") with the Securities and Exchange Commission on May 29, 1998, relating to the Rights Agreement by and between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent"), dated as of July 7, 1998, as amended on November 5, 2006 (the "Rights Agreement"). Such Registration Statement on Form 8-A is hereby incorporated by reference herein.
On December 18, 2006, the Company entered into an Agreement and Plan of Merger (the "Agreement") with CGEA Investor, Inc., ("Merger Sub") and CGEA Holdings, Inc., ("Parent"). In connection with the Company's execution of the Agreement, on December 18, 2006 the Company and the Rights Agent executed an amendment to the Rights Agreement (the "Second Amendment"). The Second Amendment provides that, among other things, neither the execution of the Agreement nor the consummation of the Merger or the other transactions contemplated by the Agreement will trigger the separation or exercise of the stockholder rights or any adverse event under the Rights Agreement. In particular, neither Merger Sub, Parent, nor any of their respective affiliates or associates will be deemed to be an Acquiring Person (as defined in the Rights Agreement) solely by virtue of the approval, execution, delivery, adoption or performance of the Agreement or the consummation of the Me
rger or any other transactions contemplated by the Agreement.
The foregoing description is qualified in its entirety by reference to the Rights Agreement, as amended, and the Second Amendment, which are filed as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference.
Item 2. |
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Exhibits. |
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4.1 |
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Rights Agreement, dated as of July 7, 1998, between ElkCorp (formerly Elcor |
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Corporation) and ChaseMellon Shareholder Services, L.L.C., as Rights Agent, as |
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amended on November 5, 2006 (incorporated by reference to Exhibits 4.1 and 4.2 to |
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the Company's Current Report on Form 8-K dated November 6, 2006). |
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4.2 |
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Second Amendment to Rights Agreement, dated as of December 18, 2006, by and |
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between ElkCorp and ChaseMellon Shareholder Services, L.L.C., as Rights Agent. |
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(incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form |
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8-K dated December 19, 2006). |
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Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
ELKCORP |
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By: /s/ David G. Sisler |
Name: |
David G. Sisler |
Title: |
Vice President, General Counsel |
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and Secretary |
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No. |
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Description |
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4.1 |
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Rights Agreement, dated as of July 7, 1998, between ElkCorp |
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(formerly Elcor Corporation) and ChaseMellon Shareholder |
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Services, L.L.C., as Rights Agent, as amended on November 5, 2006 |
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(incorporated by reference to Exhibits 4.1 and 4.2 to the Company's |
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Current Report on Form 8-K dated November 6, 2006). |
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4.2 |
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Second Amendment to Rights Agreement, dated as of December 18, |
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2006, by and between ElkCorp and ChaseMellon Shareholder |
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Services, L.L.C., as Rights Agent (incorporated by reference to the |
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Company's Current Report on Form 8-K dated December 19, 2006). |
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