-----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, NqQPI9z4OG/IJH6Dm5XpWEx7Cn/KNSdUCVxz9C4LgxvR+s2GELHz/JDiqg/Z7k3v Kfy55m5SGeM5VTbvkLF5GQ== 0000950134-98-007809.txt : 19980929 0000950134-98-007809.hdr.sgml : 19980929 ACCESSION NUMBER: 0000950134-98-007809 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980928 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980928 SROS: NYSE FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-05341 FILM NUMBER: 98716369 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 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) September 28, 1998 ELCOR CORPORATION --------------------------------------------------- (Exact name of Registrant as specified in its charter) DELAWARE 1-5341 75-1217920 ------------------------------ ---------------------- ------------------- (State or other jurisdiction of Commission File number (I.R.S. Employer incorporation or organization) Identification No.) 14643 DALLAS PARKWAY SUITE 1000, WELLINGTON CENTRE, DALLAS, TEXAS 75240-8871 - -------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (972)851-0500 ------------- NOT APPLICABLE -------------- (Former name or former address, if changed since last report) 2 Item 5. Other Events On September 28, 1998, the company issued a press release containing "forward-looking statements" about its prospects for the future. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The above press release contains "forward-looking statements" about its prospects for the future, and from time to time the company may make others. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those projected. Such risks and uncertainties include, but are not limited to, the following: 1. The company's roofing products business is cyclical and is affected by weather and some of the same economic factors that affect the housing and home improvement industries generally, including interest rates, the availability of financing and general economic conditions. In addition, the asphalt roofing products manufacturing business is highly competitive. Actions of competitors, including changes in pricing, or slowing demand for asphalt roofing products due to general or industry economic conditions or the amount of inclement weather could result in decreased demand for the company's products, lower prices received or reduced utilization of plant facilities. Further, changes in building codes and other standards from time to time can cause changes in demand, or increases in costs that may not be passed through to customers. 2. In the asphalt roofing products business, the significant raw materials are ceramic coated granules, asphalt, glass fibers, resins and mineral filler. Increased costs of raw materials can result in reduced margins, as can higher trucking and rail costs. Historically, the company has been able to pass some of the higher raw material and transportation costs through to the customer. Should the company be unable to recover higher raw material and transportation costs from price increases of its products, operating results could be lower than projected. 3. During fiscal 1997, the company completed the construction of a plant at the company's Ennis, Texas facility to manufacture nonwoven fiberglass roofing mats and other mats for a variety of industrial uses. The company also expects to make up to $100 million in new investments to expand capacity and improve productivity at existing plants and to build new plants over the next three years. Progress in achieving anticipated operating efficiencies and financial results is difficult to predict for new plant facilities. If such progress is slower than anticipated, if substantial cost overruns occur in building new plants, or if demand for products produced at new plants does not meet current expectations, operating results could be adversely affected. 2 3 4. Certain facilities of the company's industrial products subsidiaries must utilize hazardous materials in their production process. As a result, the company could incur costs for remediation activities at its facilities or off-site, and other related exposures from time to time in excess of established reserves for such activities. 5. The company's litigation, including its patent infringement suits against GAF Building Materials Corporation and certain affiliates, is subject to inherent and case-specific uncertainty. The outcome of such litigation depends on numerous interrelated factors, many of which cannot be predicted. 6. Even with fully developed action and contingency plans for Year 2000 readiness, it is possible that the company will not achieve full internal readiness. Further, the company's business may be adversely affected by external Year 2000 disruption that the company is not in position to control, including but not limited to potential disruptions in power and other energy supplies, telecommunications or other infrastructure, potential disruptions in transportation and the supply of raw materials, and potential disruptions in financial and banking systems. Year 2000 problems therefore could result in unanticipated expenses or liabilities, production or disruption delays or other adverse effects on the company. 7. Although the company currently anticipates that most of its needs for new capital in the near future will be met with internally generated funds, significant increases in interest rates could substantially affect its borrowing costs under its existing loan facility, or its cost of alternative sources of capital. 8. Each of the company's businesses, especially its Conductive Coatings Division's business, is subject to the risks of technological changes that could affect the demand for or the relative cost of the company's products and services, or the method and profitability of the method of distribution or delivery of such products and services. In addition, the company's businesses each could suffer significant setbacks in revenues and operating income if it lost one or more of its largest customers. 9. Although the company insures itself against physical loss to its manufacturing facilities, including business interruption losses, natural or other disasters and accidents, including but not limited to fire, earthquake, damaging winds and explosions, operating results could be adversely affected if any of its manufacturing facilities became inoperable for an extended period of time due to such events. Parties are cautioned not to rely on any such forward-looking beliefs or judgments in making investment decisions. 3 4 Reference is made to the company's Annual Report on Form 10-K for the year ended June 30, 1998, for further information about risks and uncertainties. Item 7. Exhibits 99.1 Press release dated September 28, 1998 of Elcor Corporation. 4 5 SIGNATURES Pursuant to the requirement of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ELCOR CORPORATION DATE: September 28, 1998 /s/ Richard J. Rosebery -------------------------------- ------------------------------------- Richard J. Rosebery Vice Chairman, Chief Financial and Administrative Officer, and Treasurer /s/ Leonard R. Harral ------------------------------------- Leonard R. Harral Vice President and Chief Accounting Officer 5 6 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 Press release dated September 28, 1998 of Elcor Corporation.
EX-99.1 2 PRESS RELEASE DATED SEPTEMBER 28, 1998 1 EXHIBIT 99.1 FOR FURTHER INFORMATION: TRADED: NYSE SYMBOL: ELK Richard J. Rosebery, Vice Chairman and Chief Financial Officer (972) 851-0510 PRESS RELEASE FOR IMMEDIATE RELEASE ELCOR BOOSTS CASH DIVIDEND 16.7%; ANNOUNCES NEW STOCK REPURCHASE PROGRAM DALLAS, TEXAS, September 28, 1998 . . . . Elcor Corporation (NYSE: ELK) announced that its Board of Directors today boosted the regular quarterly cash dividend rate by 16.7% to $.07 per share from $.06 per share. The new $.07 per share regular quarterly cash dividend will be payable November 10, 1998, to shareholders of record October 15, 1998. Elcor also announced that its Board of Directors today authorized the repurchase of up to $10 million of its common stock from time to time in the open market in accordance with SEC Rule 10b-18. Based on Elcor's current price on the New York Stock Exchange, the repurchase could involve about 460,000 shares, or about 3.5% of its 13,114,000 shares of common stock outstanding at the September 8, 1998 record date for its annual shareholders meeting. Commenting on the Board's action, Harold K. Work, Elcor's Chairman, President and Chief Executive Officer, said, "As we are moving forward to successfully improve our strategic leadership positions in both the Roofing Products and Industrial Products business segments, we are pleased to reward our shareholders for their support. Our fiscal year ending June 30, 1998 performance reflects the success of our efforts as net income rose 49% to $18.3 million, or $1.36 per diluted share, from $12.3 million, or $.92 per diluted share, last year. Further, we believe the investments we have made and are continuing to make provide Elcor with the potential to more than double earnings over the next three years and to continue strong growth in the new millennium," he concluded. 2 Richard J. Rosebery, Elcor's Vice Chairman and Chief Financial Officer, said, "In view of Elcor's strong financial position, favorable outlook, and current stock price, we believe that repurchase of our shares represents an attractive investment opportunity for the company. Repurchased shares will be used for general corporate purposes, including employee stock compensation and benefit plans. "The increase in the cash dividend and the new authorization to repurchase stock reflect the Board's confidence in the outlook for strong growth in sales and earnings in the years ahead. Further, the repurchase of shares over a period of time should improve earnings per share and return on shareholders' equity," he concluded. The current declaration represents the company's 75th quarterly cash dividend paid on its common stock. SAFE HARBOR PROVISIONS In accordance with the safe harbor provisions of the securities law regarding forward-looking statements, except for the historical information contained herein, the above discussion contains forward-looking statements that involve risks and uncertainties. Elcor's actual results could differ materially from those discussed here. Factors that could cause or contribute to such differences could include, but are not limited to, changes in demand, prices, raw material costs, transportation costs, changes in economic conditions of the various markets the company serves, changes in the amount and severity of inclement weather, as well as the other risks detailed herein and in the company's reports filed with the Securities and Exchange Commission, including, but not limited to its Form 8-K dated September 28, 1998, and its Form 10-K for the year ended June 30, 1998. -------- 3 Elcor, through its subsidiaries, manufactures roofing products and industrial products. Each of Elcor's principal operating subsidiaries is the leader or one of the leaders within its particular market. Its common stock is listed on the New York Stock Exchange (ticker symbol: ELK). Elcor's roofing products facilities are located in Tuscaloosa, Alabama; Shafter, California; Dallas and Ennis, Texas. Its industrial products facilities are located in Cleveland, Ohio; Dallas, Lufkin, and Midland, Texas. -----END PRIVACY-ENHANCED MESSAGE-----