-----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, DXBGVnnLBbcV5edGjdUCpQERH7ea7ngQaWiunf8aj0pyk1fgCf53kBkvMEnsMpN6 dLCVWE0X17lrMLSscR0udA== 0001157523-06-011463.txt : 20061116 0001157523-06-011463.hdr.sgml : 20061116 20061116171814 ACCESSION NUMBER: 0001157523-06-011463 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061116 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061116 DATE AS OF CHANGE: 20061116 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: 061224158 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 a5277072.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): November 16, 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 FD Disclosure - ----------------------------------- Press Release - ------------- On November 16, 2006, the Company issued a press release in response to an amended Schedule 13D filed on November 16, 2006 with the Securities and Exchange Commission by Heyman Investment Associates Limited Partnership, Samuel J. Heyman, Building Materials Corporation of America ("BMCA"), BMCA Holdings Corporation, G-I Holdings Inc., G Holdings Inc., and Heyman Holdings Associates Limited Partnership and a letter dated November 15, 2006 in which BMCA proposes to acquire ElkCorp for $35 per share in cash. The foregoing description is qualified in its entirety by the full text of the press release, which is included herein as Exhibit 99.1, which is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits - -------------------------------------------- 99.1 Press release dated November 16, 2006 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: November 16, 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 INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 99.1 Press release dated November 16, 2006 issued by ElkCorp EX-99.1 2 a5277072ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 ElkCorp Comments on BMCA Proposal DALLAS--(BUSINESS WIRE)--Nov. 16, 2006--ElkCorp (NYSE:ELK) today issued the statement below in response to BMCA's amended 13D filing and letter in which BMCA proposes to acquire ElkCorp for $35 per share in cash. As announced on November 6, ElkCorp's Board of Directors is engaged in a review of the Company's strategic alternatives and has retained UBS Investment Bank to assist in this process. Statement "The Board is firmly committed to a fair process that will yield the best result for all shareholders and the Company, and will evaluate and consider BMCA's proposal in the context of the overall process and all other proposals received. "Regarding BMCA's unwillingness to execute a customary confidentiality and standstill agreement, several parties have already signed our form agreement and are actively participating in our process, including by submitting indications of interest. We have simply requested that BMCA do likewise and participate on a fair and even basis with other interested parties. A number of the assertions in BMCA's letter are simply incorrect. Among other things, BMCA indicated no willingness to compromise on the terms of the agreement, insisting instead on preferential treatment not justified by their offer. "We continue to invite BMCA's participation in our process on a basis that enhances rather than reduces the likelihood of achieving the best possible result for our shareholders." As previously disclosed, the Company has not set a definitive timetable for completion of its evaluation and further there can be no assurances that the evaluation process will result in any transaction. 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. CONTACT: ElkCorp Stephanie Elwood, 972-851-0472 Investor Relations Manager or Sard Verbinnen & Co Jim Barron, 212-687-8080 -----END PRIVACY-ENHANCED MESSAGE-----