-----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, QZWZidOJP4idZHdePed96ijutEk8fXnWzkBql9jyRkgH6H6PS8zybkdIokF41RWz PBN7Rkkqxb4S+J1KmMLkWg== 0001157523-06-003022.txt : 20060327 0001157523-06-003022.hdr.sgml : 20060327 20060327170506 ACCESSION NUMBER: 0001157523-06-003022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060327 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060327 DATE AS OF CHANGE: 20060327 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: 06712527 BUSINESS ADDRESS: STREET 1: 14911 QUORUM DRIVE STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75254-1491 BUSINESS PHONE: 9728510500 MAIL ADDRESS: STREET 1: 14911 QUORUM DRIVE STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75254-1491 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 a5111110.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): March 27, 2006 -------------- 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 March 27, 2006, the company issued a press release updating its financial outlook for the third fiscal quarter of 2006. 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," "goal," "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 third quarter and fiscal year 2006. 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, failure to achieve expected efficiencies in new operations, 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, 2005. ElkCorp undertakes no obligation to update or revise 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 March 27, 2006 of ElkCorp. - 1 - 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: March 28, 2006 /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 - 2 - INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 99.1 Press release dated March 27, 2006 issued by ElkCorp EX-99.1 2 a5111110ex991.txt ELKCORP EXHIBIT 99.1 Exhibit 99.1 ElkCorp Revises Outlook for its Fiscal Third Quarter DALLAS--(BUSINESS WIRE)--March 27, 2006--ElkCorp, (NYSE:ELK), announced a revised earnings outlook for its third fiscal quarter of 2006. The company now expects earnings per diluted share to be in the range of $0.40 to $0.43 compared to the $0.50 to $0.53 per diluted share guidance given in ElkCorp's second quarter earnings release dated January 19, 2006. The company is maintaining its guidance for fiscal 2006 but anticipates results will now be at the lower end of its previously announced range of $2.25 to $2.40 per diluted share. Elk plans to further discuss its outlook for the fourth fiscal quarter as well as fiscal year 2006 when it reports its third quarter results following the close of the market on April 25. The reduced earnings per diluted share estimate for the third quarter is primarily attributed to slower than anticipated ramp-up of sales into the Florida storm areas, higher asphalt and transportation costs and lower than expected decking shipments in the composites business. These factors were partially offset by record shingle shipments. Product expected to go into Florida was shipped to the lower margin Gulf Coast storm areas which were impacted by Hurricanes Rita and Katrina. Transportation and asphalt costs have also continued to increase beyond the company's previous expectation of leveling off in the quarter. "We continue to see strong shingle demand in the majority of the country, however, due to the slower than anticipated ramp in the demand from Hurricane Wilma we did not ship as much product as anticipated into the Florida market," said Thomas Karol, chairman and chief executive officer of ElkCorp. "We believe that there is still substantial demand in these areas, but due to the longer lead times for insurance claims settlement, this demand is at a much slower pace than after previous storms. Additionally, asphalt prices and transportation costs are higher than we had originally anticipated for the quarter. We have announced a 7% to 9% price increase effective April 3rd that should help us to offset these costs." Mr. Karol continued, "In our composites business, we did not see the volumes in January and February that we had anticipated, which was largely due to slower than anticipated inventory build at the dealer level. We believe that dealers are somewhat reluctant to place large initial seasonal orders due to the general industry overstocking experienced in the last season. We feel confident that as the season progresses, dealers will begin to carry heavier inventory loads. We are also launching programs that will help educate and promote contractors to use our product, which we believe will assist us in building confidence and brand recognition in the market going forward." "We are obviously never pleased when we do not meet our quarterly earnings outlook but the long-term outlook for the company remains positive. Demand for our roofing products remains strong. We have composite decking and railing products that we believe are among the best in the market and we expect that as decking volumes begin to pick up we will be able to attain more positive results on a consistent basis. Our specialty fabric technologies business also continues to grow and develop innovative high-margin products that will assist with continued growth going forward." The company will release its fiscal third quarter results on Tuesday, April 25, following the close of the market. ElkCorp will also host a conference call on April 26, 2006, 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. About ElkCorp ElkCorp, through its subsidiaries, manufactures Elk brand premium roofing and building products (90% of consolidated revenue) and provides technologically advanced products and services to other industries. 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," "goal," "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 third quarter and fiscal year 2006. 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, failure to achieve expected efficiencies in new operations, 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, 2005. 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 Investor Relations Contact: Stephanie Elwood, 972-851-0472 -----END PRIVACY-ENHANCED MESSAGE-----