-----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, Us6tkgImLVVvx4WZsQf0cnKhcfymrJwmdglC8A1SiM2beFikoelHg+1uEzp5Q9aI AziUUtajfZYKcniPMBfJsA== 0000950134-97-006834.txt : 19970918 0000950134-97-006834.hdr.sgml : 19970918 ACCESSION NUMBER: 0000950134-97-006834 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970917 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELCOR CORP 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: SEC FILE NUMBER: 005-02742 FILM NUMBER: 97681578 BUSINESS ADDRESS: STREET 1: 14643 DALLAS PKWY STE 1000 STREET 2: WELLINGTON CTR CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2148510500 MAIL ADDRESS: STREET 1: WELLINGTON CENTRE STE 1000 STREET 2: 14643 DALLAS PKWY CITY: DALLAS STATE: TX ZIP: 75240-8871 FORMER COMPANY: FORMER CONFORMED NAME: ELCOR CHEMICAL CORP DATE OF NAME CHANGE: 19761119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAMPBELL WANDA P CENTRAL INDEX KEY: 0001046208 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1600 W CUTHBERT CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 9156848612 MAIL ADDRESS: STREET 1: 1600 W CUTHBERT CITY: MIDLAND STATE: TX ZIP: 79701 SC 13D 1 SCHEDULE 13D - MRS. WANDA P. CAMPBELL 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 ELCOR CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $1 PAR VALUE PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 284443-10-8 - -------------------------------------------------------------------------------- (CUSIP Number) STUART G. JOHNSTON, JR., 12011 SHIRESTONE LANE, DALLAS, TEXAS 75244 (972)239-0763 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) SEPTEMBER 8, 1997 - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). 2 SCHEDULE 13D CUSIP NO. 284443-10-8 PAGE 2 OF 4 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mrs. Wanda P. Campbell - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 395,559 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 23,412 ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 395,559 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH 23,412 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 466,471 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.27% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! 3 SCHEDULE 13D CUSIP NO. 284443-10-8 Page 3 of 4 Pages Item 1. This statement relates to the common stock, $1.00 par value ("Common Stock"), of Elcor Corporation, a Delaware corporation ("Elcor"), 14643 Dallas Parkway, Suite 1000, Dallas, Texas 75240. Item 2. (a) Mrs. Wanda P. Campbell, individually and as Independent Executrix of the Estate of Roy Edwin Campbell, Deceased; (b) Sixth Floor, 310 West Wall Street, Midland, Texas 79701; (c) Retired; (d) None; (e) None; (f) United States of America. Item 3. Not applicable. Mrs. Campbell became the beneficial owner of the shares subject of this statement by operation of law. Item 4. The acquisition of securities giving rise to this statement occurred as a result of Mrs. Campbell's qualification on September 8, 1997 in the County Court of Midland County, Texas as independent executrix under the will of her late husband, Mr. Roy Edwin Campbell. Mrs. Campbell has no plans, proposals or purpose of influencing or effecting any material change in Elcor's business or corporate structure, or any similar action. To diversify the assets in the Estate of Roy Edwin Campbell, Deceased (the "Estate"), Mrs. Campbell, in her capacity as independent executrix, has disposed of shares of Common Stock. See Item 5. Mrs. Campbell may in the future engage in further dispositions, and, at least as to shares of Common Stock subject to options, further acquisitions, on behalf of the Estate or in her individual capacity. Item 5. At the time of her qualification on September 8, 1997 as independent executrix of the Estate, Mrs, Campbell, including shares beneficially owned in her individual capacity and as independent executrix, became beneficial owner of an aggregate of 795,730 shares of Common Stock, or approximately 8.99% of shares outstanding. Of such shares, 47,500 represented shares subject to currently exercisable options, 23,412 represented shares on account in Elcor's Employee Stock Ownership Plan ("ESOP") (as to which she has shared voting power and shared investment power), 25,300 represented shares held in trusts for Mrs. Campbell's children (as to which she has sole voting power and sole investment power), and 699,518 represented other shares as to which she has sole voting power and sole investment power in her individual capacity or as independent executrix of the Estate. 4 SCHEDULE 13-D CUSIP NO. 284443-10-8 Page 4 of 4 Pages Since that date, Mrs. Campbell, in her capacity as independent executrix, has effected the following dispositions of shares held by the Estate: Date Transaction No. of Shares Price per share ---- ----------- ------------- --------------- 9-10-97 Sale 285,000 30 3/4 9-11-97 Sale 44,259 30 15/16 Accordingly, as of the date of this statement, Mrs. Campbell is beneficial owner of 466,471 shares of Common Stock, or approximately 5.27% of shares outstanding. Item 6. None. Item 7. Exhibit No. 99.1 Power of Attorney After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. Date: September 16, 1997 Signature: /s/ WANDA P. CAMPBELL - --------------------------------------------------------- Name/Title: Wanda P. Campbell, Individually and as Independent Executrix of the Estate of Roy Edwin Campbell, Deceased 5 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 - Power of Attorney
EX-99.1 2 POWER OF ATTORNEY 1 EXHIBIT 99.1 POWER OF ATTORNEY I, the undersigned, do hereby constitute and appoint Stuart G. Johnston, Jr., my true and lawful attorney and agent, with full power of substitution and resubstitution in each of his agents, to do any and all acts and things on my behalf that they deem necessary or advisable to prepare, sign and electronically file on behalf of the undersigned any and all applicable and appropriate Schedules 13D or amendments thereto as required by the Securities Exchange Act of 1934 for transactions in voting securities. Dated: September 16, 1997. /s/ WANDA P. CAMPBELL -------------------------------------- WANDA P. CAMPBELL, Individually and on behalf of the Estate of Roy Edwin Campbell, Deceased -----END PRIVACY-ENHANCED MESSAGE-----