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.
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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
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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
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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
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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.