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SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) June 20, 1996
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ELCOR CORPORATION
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(Exact name of Registrant as specified in its charter)
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DELAWARE 1-5341 75-1217920
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(State or other jurisdiction of Commission File number (I.R.S. Employer
incorporation or organization) Identification No.)
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14643 DALLAS PARKWAY
SUITE 1000, WELLINGTON CENTRE, DALLAS, TEXAS 75240-8871
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (214)851-0500
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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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.
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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
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Richard J. Rosebery
Executive Vice President,
Chief Administrative & Financial Officer,
and Treasurer
/s/ Leonard R. Harral
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Leonard R. Harral
Vice President and Chief
Accounting Officer
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INDEX TO EXHIBITS
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Exhibit No. Description
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99.1 Press release dated June 20, 1996 of Elcor Corporation.
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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.
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"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."
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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.
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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.
