0000950134-01-506772.txt : 20011009 0000950134-01-506772.hdr.sgml : 20011009 ACCESSION NUMBER: 0000950134-01-506772 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010927 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010927 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: 1745810 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 d90953e8-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 27, 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 26, 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, 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 26, 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 27, 2001 /s/ Harold R. Beattie, Jr. -------------------------------- ------------------------------- Harold R. Beattie, Jr. Vice President, Chief Financial Officer and Treasurer /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 26, 2001 of Elcor Corporation.
EX-99.1 3 d90953ex99-1.txt PRESS RELEASE DATED SEPTEMBER 26, 2001 1 EXHIBIT 99.1 Press Release dated September 26, 2001 of Elcor Corporation. 2 [ELCOR LETTERHEAD] PRESS RELEASE TRADED: NYSE FOR IMMEDIATE RELEASE SYMBOL: ELK FOR FURTHER INFORMATION: Richard J. Rosebery Harold R. Beattie, Jr. Vice Chairman, Chief Administrative Officer Vice President, Chief Financial (972) 851-0510 Officer and Treasurer (972) 851-0523 ELCOR ANNOUNCES MANAGEMENT CHANGES DALLAS, TEXAS, September 26, 2001 . . . . Elcor Corporation said today that Richard J. Rosebery, Vice Chairman, Chief Financial and Administrative Officer of Elcor, had announced his retirement from the company, to be effective October 23, 2001. The company also announced the formation of the Executive Office of Elcor Corporation and the election of new officers. The Executive Office of Elcor Corporation will be responsible for the management oversight of all Elcor operating units and administrative functions. It will be comprised of Harold K. Work, Chairman of the Board of Elcor Corporation, Thomas D. Karol, President and Chief Executive Officer of Elcor Corporation, and Richard A. Nowak. Mr. Nowak was elected Executive Vice President of Elcor Corporation, effective September 24, 2001, and will continue to serve as President and Chief Executive Officer of each of the Elk roofing subsidiaries, in addition to assuming new corporate responsibilities as a member of Elcor's Executive Office. The following individuals will report directly to Elcor's Executive Office: Harold R. Beattie, Jr. was elected as Vice President, Chief Financial Officer and Treasurer of Elcor Corporation, effective September 24, 2001. Mr. Beattie was formerly Vice President, Finance and Treasurer of Elcor Corporation. /more 3 PRESS RELEASE Elcor Corporation September 26, 2001 Page 2 Greg J. Fisher was elected Vice President and Controller of Elcor Corporation, effective September 24, 2001. Mr. Fisher was formerly Vice President, Finance and Administration of the Elk roofing subsidiaries. Arthur R. Laengrich remains as President and Chief Executive Officer of Ortloff Engineers, LTD. W. Greg Orler remains as Vice President and Chief Information Officer of Elcor Corporation. Robert E. Pine remains as Executive Vice President of Elk's Performance Nonwoven Fabrics Division. Prior to July 1, 2001, Mr. Pine was Vice President and General Manager of Elk's roofing and nonwoven fiberglass mat operations at its Ennis, Texas manufacturing facility. Chris C. Schembri remains as President and Chief Operating Officer of Chromium Corporation. David G. Sisler remains as Vice President, General Counsel and Secretary of Elcor Corporation. James T. Skelly was elected President and Chief Operating Officer of the Cybershield subsidiaries, effective September 10, 2001. Mr. Skelly was formerly President of EL Specialists, Inc. James J. Waibel remains as Vice President, Administration of Elcor Corporation. Mr. Rosebery said, "It's been fun helping to build Elcor into the great company it is today, with strong market positions, excellent growth opportunities, and a very capable management team that is dedicated to improving shareholder value. However, at my age (66), I'm looking forward to retirement and an opportunity to assist my daughter in the growth of her international technology transfer business." Mr. Karol said, "Mr. Rosebery has ably served Elcor in key executive roles for over 26 years. We deeply appreciate his many years of strong leadership and wish him well in his retirement. "The creation of the Executive Office of Elcor Corporation and our new reporting structure is intended to unify the management oversight of our various business activities and increase operating efficiencies throughout Elcor Corporation," Mr. Karol concluded. /more 4 PRESS RELEASE Elcor Corporation September 26, 2001 Page 3 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," "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, 2001. -------- 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.