-----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, Q8uvYGWbNwIm2aCFVzCk/UQwKWVbw4afSs5hBC7fs15nXcOuPn1yt9UHvQB6eH/s +XkEJFnKKXDsM86p4IVCww== 0000950134-96-003055.txt : 19960621 0000950134-96-003055.hdr.sgml : 19960621 ACCESSION NUMBER: 0000950134-96-003055 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960620 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960620 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: 1934 Act SEC FILE NUMBER: 001-05341 FILM NUMBER: 96583521 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) June 20, 1996 ------------- 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 (214)851-0500 NOT APPLICABLE -------------- (Former name or former address, if changed since last report) 2 Item 5. Other Events On June 20, 1996, 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. From time to time, the Company may make "forward-looking statements" about its prospects for the future. 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. 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. The Company is nearing completion of a $100 million expansion program which included a new roofing plant in Shafter, California and the construction of a new plant at the Company's Ennis, Texas facility to manufacture nonwoven fiberglass substrate materials for roofing products and industrial facer products for the construction industry. As new facilities, their progress in achieving anticipated operating efficiencies and financial results is difficult to predict. If such progress is slower than anticipated, or if demand for products produced at either of these new plants does not meet current expectations, operating results could be adversely affected. 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. Reference is made to the Company's Annual Report on Form 10K for the year ended June 30, 1995 and its Quarterly Report on Form 10Q for the quarters ended September 30, 1995, December 31, 1995 and March 31, 1996 for further information about risks and uncertainties. Item 7. Exhibits 99.1 Press release dated June 20, 1996 of Elcor Corporation. 2 3 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: June 20, 1996 /s/ Richard J. Rosebery ---------------------------------------- Richard J. Rosebery Executive Vice President, Chief Administrative & Financial Officer, and Treasurer /s/ Leonard R. Harral ---------------------------------------- Leonard R. Harral Vice President and Chief Accounting Officer 3 4 INDEX TO EXHIBITS
Exhibit No. Description - ----------- ----------- 99.1 Press release dated June 20, 1996 of Elcor Corporation.
4 EX-99.1 2 PRESS RELEASE 1 FOR FURTHER INFORMATION: TRADED: NYSE SYMBOL: ELK Richard J. Rosebery, Executive Vice President and Chief Financial Officer 214-851-0500 PRESS RELEASE FOR IMMEDIATE RELEASE ELCOR EXPECTS FISCAL 1996 SALES AND EARNINGS WILL BE HIGHER THAN LAST YEAR, BUT EARNINGS WILL BE LOWER THAN EXPECTED DALLAS, TEXAS, June 20, 1996 . . . . Elcor Corporation said today that it now expects sales for its fiscal year ending June 30, 1996, will be up about 23% to about $195 million from $159 million last year and earnings per share to be modestly higher than the $1.08 per share earned in the prior fiscal year. Roy E. Campbell, Chairman and Chief Executive Officer, said, "We currently expect that our earnings will be about $1.10 to $1.20 per share for fiscal 1996 and about $1.30 to $1.50 per share for fiscal 1997." Dick Rosebery, Executive Vice President and Chief Financial Officer, said, "Operating losses in the fourth quarter at the company's new Shafter, California asphalt roofing plant are now expected to be about $.15 per share, and interest and accounting items in other operations are expected to cost about $.10 per share. The accounting items include estimates for a nonrecurring FASB 121 write down of certain assets at our Chromium subsidiary's Cleveland plant and estimates for LIFO adjustments to inventory values. We expect to report audited results for the fiscal year ending June 30, 1996 about August 20, 1996. 1 2 "We now expect Elcor's fiscal 1997 results will be significantly higher than fiscal 1996 results, even though non-cash depreciation and amortization expenses for the new plants are expected to be about $.45 per share higher, and interest expense is expected to be about $.22 per share higher next year than for fiscal 1996. Though our plans are challenging, we currently expect that earnings per share during the earlier quarters should be in the range of the fiscal 1996 quarters until the Shafter plant installs some equipment changes this winter and gets the benefit of having all of its higher value products in its manufacturing schedule. Campbell said, "It now appears that it will take about another six to nine months for the new Shafter plant to achieve profitable operations, which is about the same overall time it took for the Ennis plant to achieve profitable operations following its start-up in 1980. It is taking us longer than expected to get this new state-of-the-art plant into profitable operations, but we believe it will become very profitable. Looking at the next three years, we should be in a position to achieve the level of earnings per share estimates about a year later than we had previously expected." He stressed that the situation at Shafter has little or no bearing on the company's new $45 million nonwoven fiberglass mat facility at its Ennis, Texas plant, which should begin start-up operations within a month or so. Vendor performance guaranties lead us to expect a reasonably quick start-up which would enable us to begin supplying the company's internal needs for nonwoven fiberglass mat from this new plant during the fiscal 1997 first quarter ending September 30, 1996. Campbell concluded by saying, "We remain highly confident that our role will continue to grow as one of the industry's leaders in the production of nonwoven fiberglass mats and premium laminated fiberglass asphalt shingles." 3 SAFE HARBOR PROVISIONS In accordance with the recently enacted 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 and the time that it takes to bring the new Shafter, California and Ennis, Texas plants to profitable operations, 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 June 20, 1996. -------- 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-----