-----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, Spk8mFEmplXjo5mSly2tZhARKACjq53nAjI6JZNcWZd9q8d+8N2JD1ApmPJsNJJd h2d7FdFrYnYnP+LuO/lYFg== 0001157523-04-011722.txt : 20041223 0001157523-04-011722.hdr.sgml : 20041223 20041222181405 ACCESSION NUMBER: 0001157523-04-011722 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041222 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041223 DATE AS OF CHANGE: 20041222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELKCORP 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: 041221883 BUSINESS ADDRESS: STREET 1: 14643 DALLAS PKWY STE 1000 STREET 2: WELLINGTON CTR CITY: DALLAS STATE: TX ZIP: 75254-8890 BUSINESS PHONE: 9728510500 MAIL ADDRESS: STREET 1: WELLINGTON CENTRE STE 1000 STREET 2: 14643 DALLAS PKWY CITY: DALLAS STATE: TX ZIP: 75254-8890 FORMER COMPANY: FORMER CONFORMED NAME: ELCOR CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ELCOR CHEMICAL CORP DATE OF NAME CHANGE: 19761119 8-K 1 a4789800.txt ELKCORP 8-K UNITED STATES 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): December 22, 2004 ----------------- ElkCorp ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Delaware -------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) 1-5341 75-1217920 ------------------------ ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 14911 Quorum Drive, Suite 600, Dallas, Texas 75254-1491 ------------------------------------------------------- (Address of principal executive offices) (972) 851-0500 ---------------------------------------------------- (Registrant's telephone number, including area code) NOT APPLICABLE ------------------------------------------------------------- (Former name or former address, if changed since last report) -------------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (18 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (18 CFR 240.13e-4(c)) Item 7.01 Regulation of FD Disclosure - -------------------------------------- Press Release - ------------- On December 22, 2004, the company issued a press release updating its financial outlook for the second fiscal quarter of 2005. A copy of the press release is furnished as Exhibit 99.1 to this report. In accordance with the safe harbor provisions of the securities law regarding forward-looking statements, the press release 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 "optimistic," "outlook," "believe," "estimate," "potential," "forecast," "project," expect," "anticipate," "plan," "predict," "could," "should," "may," "likely," or similar words that convey the uncertainty of future events or outcomes. These statements are based on judgments the company believes are reasonable; however, ElkCorp's actual results could differ materially from those discussed therein. 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, acts of God, war or terrorism, as well as the other risks detailed in the press release, 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 ended June 30, 2004 and Form 10-Q for the fiscal quarter ended September 30, 2004. 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.elkcorp.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 9.01 Financial Statements and Exhibits - ------------------------------------------- 99.1 Press release dated December 22, 2004 of ElkCorp. 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. ElkCorp DATE: December 23, 2004 /s/ Gregory J. Fisher --------------------- --------------------- Gregory J. Fisher Senior Vice President, Chief Financial Officer and Controller /s/ Leonard R. Harral --------------------- Leonard R. Harral Vice President, Chief Accounting Officer and Treasurer INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 99.1 Press release dated December 22, 2004 issued by ElkCorp. EX-99.1 2 a4789800ex991.txt PRESS RELEASE EXHIBIT 99.1 ElkCorp Announces Improved Outlook for its Second Fiscal Quarter; Company Expects an Improvement of At Least 33 Percent Over its Previous Quarterly Guidance DALLAS--(BUSINESS WIRE)--Dec. 22, 2004--ElkCorp (NYSE:ELK) announced today it expects earnings for its second fiscal quarter, ending Dec. 31, 2004, to exceed the current guidance of $0.44 to $0.46 per diluted share by at least $0.15 per diluted share, bringing expectations to approximately $0.60 per diluted share or more for the quarter. The increased earnings expectations for the second quarter are primarily due to improved pricing and increased volume for roofing products across the majority of its markets, particularly in the Southeastern region, as well as improved productivity at all plants, assisting the Company in offsetting increasing transportation expenses and continued high asphalt costs. "Since issuing guidance in October, we have seen demand in the Southeast pick up more rapidly than we had anticipated and have seen pricing for our products strengthen in the majority of our markets throughout the country," commented Thomas Karol, chairman and chief executive officer of ElkCorp. "Additionally, the improvements in productivity we continue to make at all of our plants have assisted us in better servicing the storm affected areas, including the successful ramp-up of our new Tuscaloosa facility that continues to exceed our original expectations." ElkCorp will release the results for its second fiscal quarter, following the close of market on Jan. 20, 2005. The company will also host a conference call to further discuss its earnings and operations for the quarter as well as its expectations for fiscal year 2005 at 11:00 a.m. Eastern Time on Jan. 21, 2005. About ElkCorp ElkCorp, through its subsidiaries, manufactures Elk brand premium roofing and building products (over 90% of consolidated sales) and provides technologically advanced products and services to other industries. Each of ElkCorp's principal operating subsidiaries is a leader within its particular market. Its common stock is listed on the New York Stock Exchange (ticker symbol: ELK). See www.elkcorp.com for more information. 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 "optimistic," "outlook," "believe," "estimate," "potential," "project," "expect," "anticipate," "plan," "predict," "could," "should," "may," "likely," or similar words that convey the uncertainty of future events or outcomes. These statements are based on judgments the company believes are reasonable; however, ElkCorp'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, acts of God, war or terrorism, 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, 2004, and subsequent Forms 8-K and 10-Q. At ElkCorp's sole discretion, it may publicly disclose its estimates, projections or other guidance relating to the company's future earnings, performance or operations. If and when provided, such guidance constitutes forward-looking statements as described above and will speak only as of the date made. ElkCorp undertakes no obligation to update any guidance. CONTACT: ElkCorp Stephanie Elwood, 972-851-0472 -----END PRIVACY-ENHANCED MESSAGE-----