-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R91/o4Yd6wo62ojxOnCbGKPbNrA75cNLLL9CFZki9iJAWoemFErRO+KEQZ2OaDjx nBif4eBGn4EWw7hu0d5gQQ== 0000898822-07-000201.txt : 20070205 0000898822-07-000201.hdr.sgml : 20070205 20070202191527 ACCESSION NUMBER: 0000898822-07-000201 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070205 DATE AS OF CHANGE: 20070202 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 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-02742 FILM NUMBER: 07578039 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: 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 14D9/A 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 SC 14D9/A 1 bmca14d9a.htm SC 14D-9/A bmca14d9a.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
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SCHEDULE 14D-9
 
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
 
(Amendment No. 1)
 
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ELKCORP
(Name of Subject Company)
 
ELKCORP
(Name of Person Filing Statement)
 
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Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
 
287456107
(CUSIP Number of Class of Securities)
 
David G. Sisler
Senior Vice President, General Counsel and Secretary
ElkCorp
14911 Quorum Drive, Suite 600
Dallas, Texas 75254
(972) 851-0500
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the person filing statement)
 
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WITH COPIES TO:
 
Mark Gordon, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000

   ¨   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

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The purpose of this Amendment No. 1 is to amend and supplement Item 4, Item 8 and Item 9 in the Solicitation/Recommendation Statement (the “Statement”) on Schedule 14D-9 previously filed by ElkCorp, a Delaware corporation, on February 1, 2007 in respect of the tender offer commenced on January 18, 2007, by an affiliate of Building Materials Corporation of America, and to add additional exhibits and to revise the Exhibit Index accordingly.

Item 4.  The Solicitation or Recommendation.

              (b)(2) Background.

       The discussion set forth in Item 4(b)(2) is hereby amended and supplemented by adding the following new paragraphs at the end thereof:

       On February 2, 2007, the Company received notice that the BMCA Irrevocable Offer would be held open until 5 p.m. Dallas time on February 12, 2007. This notice was received following a request by the Dallas County Court on February 1, 2007 for additional time to prepare for and consider Plaintiff Wetzel’s request for a temporary injunction, which is set to be heard on February 9, 2007. The complete text of the notice is included herein as Exhibit (a)(8), and is incorporated by herein by reference.

       On February 2, 2007, the Company issued a press release announcing the foregoing, which is included herein as Exhibit (a)(7), and is incorporated herein by reference.

Item 8.   Additional Information to be Furnished.

The discussion set forth in Item 8(d) is hereby amended and supplemented by adding the following new paragraphs at the end thereof:

        (d) Certain Litigation.

       On February 1, 2007, the Dallas County Court requested additional time to prepare for and consider Plaintiff Wetzel’s request for a temporary injunction, which is set to be heard on February 9, 2007.

Item 9.  Exhibits

 
Exhibit No.   Description
 
(a)(7)   Press release issued by ElkCorp, dated February 2, 2007 (incorporated by
    reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed
    with the Securities and Exchange Commission on February 2, 2007)

 

(a)(8) Letter, dated February 2, 2007, from BMCA Acquisition Inc., BMCA
Acquisition Sub Inc. and Building Materials Corporation of America, to the
Special Committee of the Board of Directors of ElkCorp (incorporated by
reference to Exhibit (a)(1)(W) to Amendment No. 3 to Schedule TO of
BMCA Acquisition Inc. and BMCA Acquisition Sub Inc. filed with the
Securities and Exchange Commission on February 2, 2007)

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SIGNATURE

     After due inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct.

ELKCORP
 
By:  /s/ Thomas D. Karol                                   
           Name: Thomas D. Karol
           Title:   Chairman of the Board and
                     Chief Executive Officer

  Dated: February 2, 2007

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  INDEX OF EXHIBITS

Exhibit No.   Description
 
(a)(7)   Press release issued by ElkCorp, dated February 2, 2007 (incorporated by
    reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed
    with the Securities and Exchange Commission on February 2, 2007)

 

(a)(8) Letter, dated February 2, 2007, from BMCA Acquisition Inc., BMCA
Acquisition Sub Inc. and Building Materials Corporation of America, to the
Special Committee of the Board of Directors of ElkCorp (incorporated by
reference to Exhibit (a)(1)(W) to Amendment No. 3 to Schedule TO of
BMCA Acquisition Inc. and BMCA Acquisition Sub Inc. filed with the
Securities and Exchange Commission on February 2, 2007)

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