-----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, Bkdfo0bY8dhv+SMSrdvtS6FpqFNQWf5eoTMX2LdZCsXoH2RuCu4fG51+1XJroo2p Ro6xHuLqLdX2M2uTZqDbNw== 0001157523-05-003235.txt : 20050411 0001157523-05-003235.hdr.sgml : 20050411 20050411163300 ACCESSION NUMBER: 0001157523-05-003235 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050411 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050411 DATE AS OF CHANGE: 20050411 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: 05744267 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 a4861226.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): April 11, 2005 -------------- 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 2.02 Results of Operations and Financial Condition - -------------------------------------------------------- Press Release - ------------- On April 11, 2005, the company issued a press release updating its financial outlook for the third 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," "vision," "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 and include the earnings outlook for the fiscal 2005 third quarter. 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 Forms 10-Q for the fiscal quarters ended September 30, 2004 and December 31, 2004. ElkCorp undertakes no obligation to update or reuse publicly any forward-looking statements, whether as a result of new information, future events or otherwise. 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 April 11, 2005 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: April 11, 2005 /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 April 11, 2005 issued by ElkCorp EX-99.1 2 a4861226ex991.txt ELKCORP EXHIBIT 99.1 Exhibit 99.1 ElkCorp Increases Earnings per Diluted Share Outlook to $0.72 to $0.74 for its Fiscal Third Quarter; Company to Present at SunTrust Conference April 12 at 8:10 a.m. EDT DALLAS--(BUSINESS WIRE)--April 11, 2005--ElkCorp, (NYSE:ELK), announced an increased earnings outlook for its third fiscal quarter of 2005, ended March 31, 2005. The company now expects earnings per diluted share to be in the range of $0.72 to $0.74 compared to the $0.62 to $0.67 per diluted share guidance given in ElkCorp's second quarter earnings release dated January 20, 2005. The increased estimate for the quarter is primarily driven by record laminated shingle shipments, production improvements and improved pricing, which offset continued high raw material and transportation costs. The better than anticipated performance in the company's roofing business was partially offset by a challenging quarter in the composite lumber business. Slower than expected ramp up of new production, higher than anticipated raw material costs and slower than anticipated ramp-up of Elk's new line of products for non-decking markets resulted in lower than anticipated results. Because of the challenges faced in the third quarter the company does not expect the composite business to meet prior expectations for the fiscal year. However, the company remains confident in the platform's ability to meet its long-term goals. The recent appointment of a new Executive Vice President as well as the addition of key personnel to provide enhancements to the composite platform's organizational structure, combined with the capacity added as the newly commissioned extruders come on-line, will assist Elk in taking advantage of the substantial growth opportunities in these key markets. "We continue to see strong demand from the areas affected by hurricanes last year and we anticipate this demand to continue throughout the calendar year, although we do expect demand to trail off toward the end of the calendar year," said Thomas Karol, chairman and chief executive officer of ElkCorp. "The significant shingle demand has brought our inventories lower than we would like but we have been able to leverage efficiencies in production to increase our shingle shipments to record levels and service demand. Raw material and freight costs remain high throughout the industry; however, we have been able to effectively manage expenses and minimize the overall impact of these costs with offsetting price increases." Mr. Karol continued, "In our composites business, we faced some obstacles in the quarter such as longer than anticipated code body approval of our products, higher raw material costs and a slower than anticipated ramp-up of our composites into non-decking markets. We continue to make progress in addressing the issues faced in this quarter and are pleased with the impact the new organizational structure has made since their appointment. We are confident in the future of this product platform and its long-term positive impact on the business." The company will release its fiscal third quarter results on Thursday, April 21, following the close of the market. ElkCorp will also host a conference call on April 22, 2005, at 11:00 a.m. EDT to further discuss its earnings and operations for the third quarter as well as expectations for its fourth quarter and fiscal year end. Investors and other interested parties may participate in the live audio webcast by visiting the investor relations section of the ElkCorp Web site at www.elkcorp.com. ElkCorp will be presenting at the SunTrust Robinson Humphrey 34th Annual Institutional Investor Conference on April 12 at the Ritz-Carlton, Buckhead in Atlanta. Chairman and Chief Executive Officer Thomas Karol will be addressing key investors and analysts regarding the Company's operations and strategies for the future. A live audio Web broadcast of the presentation will begin at approximately 8:10 am EDT and can be accessed through the investor relations section of the ElkCorp Web site. A replay of this presentation will also be available on the site for 30 days. About ElkCorp ElkCorp, through its subsidiaries, manufactures Elk brand premium roofing and building products (over 90% of consolidated revenue) 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 (NYSE: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," "vision," "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 and include the earnings outlook for the fiscal 2005 third quarter. 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 Form 10-Q for the quarter ended December 31, 2004. ElkCorp undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. CONTACT: ElkCorp, Dallas Investor Relations Contact Stephanie Elwood, 972-851-0472 -----END PRIVACY-ENHANCED MESSAGE-----