0000950134-01-506535.txt : 20011009 0000950134-01-506535.hdr.sgml : 20011009 ACCESSION NUMBER: 0000950134-01-506535 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010921 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010921 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: 1934 Act SEC FILE NUMBER: 001-05341 FILM NUMBER: 1742055 BUSINESS ADDRESS: STREET 1: 14643 DALLAS PKWY STE 1000 STREET 2: WELLINGTON CTR CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9728510500 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 d90840e8-k.txt 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 21, 2001 ------------------ 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 75254-8890 -------------------------------------------- ---------- (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 Press Release On September 20, 2001, the company issued a press release containing "forward-looking statements" that involve risks and uncertainties about its prospects for the future. The statements that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements usually are accompanied by words such as "outlook," "believe," "estimate," "plan," "project," "expect," "anticipate," "predict," "could," "should," "may," or similar words that convey the uncertainty of future events or outcomes. These statements are based on judgments the company believes are reasonable; however, Elcor's actual results could differ materially from those discussed here. Such risks and uncertainties include, but are not limited to, the following: 1. The company's roofing products business is substantially non-cyclical, but can be affected by weather, 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 and insurance 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 energy, trucking and rail costs. Historically, the company has been able to pass some of the higher raw material, energy and transportation costs through to the customer. Should the company be unable to recover higher raw material, energy and/or transportation costs from price increases of its products, operating results could be adversely affected and/or lower than projected. 3. The company has been involved in a significant expansion plan over the past several years, including the construction of new facilities. Progress in achieving anticipated operating efficiencies and financial results is difficult to predict for new plant facilities. If such progress is slower than anticipated, or if demand for products produced at new plants does not meet current expectations, operating results could be adversely affected. 1 3 4. Certain facilities of the company's electronics manufacturing services and 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 Elk's defense of purported class action lawsuits, 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. Although the company currently anticipates that most of its needs for new capital in the near future will be met with internally generated funds or borrowings under its available credit facilities, significant increases in interest rates could substantially affect its borrowing costs under its existing loan facility, or its cost of alternative sources of capital. 7. Each of the company's businesses, especially Cybershield's shielding 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, or if its customers' plans and/or markets should change significantly. 8. 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, explosions or acts of war, operating results could be adversely affected if any of its manufacturing facilities became inoperable for an extended period of time due to such events. 9. Each of the company's businesses is actively involved in the development of new products, processes and services which are expected to contribute to the company's ongoing long-term growth and earnings. If such development activities are not successful, market demand is less than expected, or the company cannot provide the requisite financial and other resources to successfully commercialize such developments, the growth of future sales and earnings may be adversely affected. Parties are cautioned not to rely on any such forward-looking beliefs or judgments in making investment decisions. 2 4 Reference is made to the company's Annual Report on Form 10-K for the year ended June 30, 2000, and its Quarterly Reports on Form 10-Q for the quarters ended September 30, 2000, December 31, 2000, and March 31, 2001, for further information about risks and uncertainties. Other Matters The company may, from time to time, find that it has commented on non-public information, including forward-looking information, to analysts. If that should occur, the company may post disclosures at www.elcor.com that it deems appropriate under Regulation F-D. No such disclosure, or similar information filed or furnished by Form 8-K, should be deemed an admission that such information is material to investors. Item 7. Exhibits 99.1 Press release dated September 20, 2001 of Elcor Corporation. 3 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 21, 2001 /s/ Richard J. Rosebery ------------------- ----------------------- Richard J. Rosebery Vice Chairman, Chief Financial and Administrative Officer /s/ Leonard R. Harral --------------------- Leonard R. Harral Vice President and Chief Accounting Officer 4 6 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 99.1 Press Release dated September 20, 2001 of Elcor Corporation.
EX-99.1 3 d90840ex99-1.txt PRESS RELEASE DATED SEPTEMBER 20, 2001 1 EXHIBIT 99.1 NEWS RELEASE [ELCOR LETTERHEAD] PRESS RELEASE TRADED: NYSE FOR IMMEDIATE RELEASE SYMBOL: ELK FOR FURTHER INFORMATION: Richard J. Rosebery Harold R. Beattie, Jr. Vice Chairman, Chief Financial Vice President - Finance and Administrative Officer and Treasurer (972) 851-0510 (972) 851-0523 ELCOR CORPORATION'S FIRST QUARTER FISCAL 2002 EARNINGS TO SIGNIFICANTLY EXCEED ANALYSTS' ESTIMATES; CYBERSHIELD SUBSIDIARY APPOINTS JAMES T. SKELLY, PRESIDENT/COO DALLAS, TEXAS, September 20, 2001....Elcor Corporation said today that it expects to report earnings of $0.27 to $0.32 per diluted share for its seasonally strong first fiscal quarter ending September 30, 2001, surpassing analysts' consensus estimates of $0.19 per diluted share for the quarter and earnings of $0.25 per diluted share in the year-ago first quarter. Sales for the quarter are expected to range between 35% to 40% higher than sales of $101 million in the year-ago period. Citing the recent terrorist attacks, the company added that it was not prepared, at this time, to revise its outlook for the remainder of fiscal 2002. At the same time, the company announced the appointment of James Skelly as President and Chief Operating Officer of its Cybershield subsidiary. STRONG EARNINGS MOMENTUM IN ROOFING BUSINESS Thomas D. Karol, Elcor's President and Chief Executive Officer, said, "Elcor's improved earnings outlook results primarily from continued strong momentum in our Elk subsidiary's roofing business. The sharp rebound in shingle shipments that we experienced during June, 2001 has continued to accelerate during the September quarter of fiscal 2002. Our performance has benefited from a return to more normal levels of roofing replacement following the ice and hailstorms of the past winter and spring. In addition, the highly successful initiatives of Elk's A Whole Different Animal(TM) campaign and industry-wide price increases in July and September of 2001 have contributed significantly to our improved results. Elk's new Myerstown, Pennsylvania roofing plant was profitable in July /more 2 PRESS RELEASE Elcor Corporation September 20, 2001 Page 2 and August, and is expected to be profitable for the full quarter, as a result of strong demand in markets being served by the plant and good manufacturing results at the plant. "We are very encouraged by our current earnings momentum. However, while we can cite many reasons to be optimistic about the remainder of fiscal 2002, the recent terrorist attacks have introduced a new element of uncertainty regarding the economy's future direction. Under present circumstances, we feel it is premature to factor the current quarter's significantly improved operating performance into an improved outlook for the remainder of fiscal 2002," he added. JAMES T. SKELLY TO LEAD CYBERSHIELD On September 10, 2001, James T. Skelly was appointed President and Chief Operating Officer of Cybershield. According to Mr. Karol, "Mr. Skelly comes to Cybershield with significant executive-level experience in several electronics manufacturing and service organizations, including over twenty years of experience in various sales, marketing and program management positions at Texas Instruments (TI). Since leaving TI, Mr. Skelly provided sales executive leadership at Airborn, Inc. and also served as President of Thermalloy, Inc. and EL Specialists, Inc.," he concluded. Mr. Skelly received an Industrial Engineering degree from the University of Rhode Island and an MBA from Northeastern University. Mr. Skelly succeeds Raul G. Holguin, who has left the company to pursue other interests. CONFERENCE CALL Elcor will host a conference call tomorrow, Friday, September 21, 2001, at 11:00 a.m. Eastern time (10:00 a.m. Central time). The conference call will be broadcast live over the Internet. Interested parties can access the conference call through the Elcor Website at www.elcor.com (Investor Relations / Calls & Presentations) or by visiting www.prnewswire.com. SAFE HARBOR PROVISIONS In accordance with the safe harbor provisions of the securities law regarding forward-looking statements, in addition to the historical information contained herein, the above discussion contains forward-looking statements that involve risks and uncertainties. The statements that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements usually are accompanied by words such as "outlook," "believe," "estimate," /more 3 PRESS RELEASE Elcor Corporation September 20, 2001 Page 3 "potential," "project," "expect," "anticipate," "plan," "predict," "could," "should," "may," or similar words that convey the uncertainty of future events or outcomes. These statements are based on judgments the company believes are reasonable; however, 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 10-K for the fiscal year ending June 30, 2000, and subsequent Forms 8-K and 10-Q. -------- Elcor, through its subsidiaries, manufactures Elk brand roofing and building products, reconditions locomotive engine components, provides technology for gas processing, and provides electronics manufacturing services. 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 and building products facilities are located in Tuscaloosa, Alabama; Shafter, California; Myerstown, Pennsylvania; Dallas and Ennis, Texas. Its electronics manufacturing services facilities are located in Canton, Georgia; Dallas and Lufkin, Texas; its locomotive engine products facility is located in Cleveland, Ohio; and its gas processing technology operation is located in Midland, Texas.