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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ELCOR CORPORATION
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(Name of Issuer)
COMMON STOCK, $1 PAR VALUE PER SHARE
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(Title of Class of Securities)
284443-10-8
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(CUSIP Number)
STUART G. JOHNSTON, JR.,
12011 SHIRESTONE LANE, DALLAS, TEXAS 75244
(972)239-0763
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
SEPTEMBER 8, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP NO. 284443-10-8 PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mrs. Wanda P. Campbell
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
395,559
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 23,412
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
395,559
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
23,412
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
466,471
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.27%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 284443-10-8 Page 3 of 4 Pages
Item 1. This statement relates to the common stock, $1.00 par value ("Common
Stock"), of Elcor Corporation, a Delaware corporation ("Elcor"),
14643 Dallas Parkway, Suite 1000, Dallas, Texas 75240.
Item 2. (a) Mrs. Wanda P. Campbell, individually and as Independent
Executrix of the Estate of Roy Edwin Campbell, Deceased;
(b) Sixth Floor, 310 West Wall Street, Midland, Texas 79701;
(c) Retired;
(d) None;
(e) None;
(f) United States of America.
Item 3. Not applicable. Mrs. Campbell became the beneficial owner of the
shares subject of this statement by operation of law.
Item 4. The acquisition of securities giving rise to this statement occurred
as a result of Mrs. Campbell's qualification on September 8, 1997 in
the County Court of Midland County, Texas as independent executrix
under the will of her late husband, Mr. Roy Edwin Campbell. Mrs.
Campbell has no plans, proposals or purpose of influencing or
effecting any material change in Elcor's business or corporate
structure, or any similar action. To diversify the assets in the
Estate of Roy Edwin Campbell, Deceased (the "Estate"), Mrs. Campbell,
in her capacity as independent executrix, has disposed of shares of
Common Stock. See Item 5. Mrs. Campbell may in the future engage in
further dispositions, and, at least as to shares of Common Stock
subject to options, further acquisitions, on behalf of the Estate or
in her individual capacity.
Item 5. At the time of her qualification on September 8, 1997 as independent
executrix of the Estate, Mrs, Campbell, including shares beneficially
owned in her individual capacity and as independent executrix, became
beneficial owner of an aggregate of 795,730 shares of Common Stock,
or approximately 8.99% of shares outstanding. Of such shares, 47,500
represented shares subject to currently exercisable options, 23,412
represented shares on account in Elcor's Employee Stock Ownership Plan
("ESOP") (as to which she has shared voting power and shared
investment power), 25,300 represented shares held in trusts for Mrs.
Campbell's children (as to which she has sole voting power and sole
investment power), and 699,518 represented other shares as to which
she has sole voting power and sole investment power in her individual
capacity or as independent executrix of the Estate.
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SCHEDULE 13-D
CUSIP NO. 284443-10-8 Page 4 of 4 Pages
Since that date, Mrs. Campbell, in her capacity as independent
executrix, has effected the following dispositions of shares held by the
Estate:
Date Transaction No. of Shares Price per share
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9-10-97 Sale 285,000 30 3/4
9-11-97 Sale 44,259 30 15/16
Accordingly, as of the date of this statement, Mrs. Campbell is
beneficial owner of 466,471 shares of Common Stock, or approximately
5.27% of shares outstanding.
Item 6. None.
Item 7. Exhibit No. 99.1 Power of Attorney
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete, and
correct.
Date: September 16, 1997
Signature:
/s/ WANDA P. CAMPBELL
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Name/Title: Wanda P. Campbell, Individually and
as Independent Executrix of the
Estate of Roy Edwin Campbell, Deceased
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
99.1 - Power of Attorney
</TABLE>
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EXHIBIT 99.1
POWER OF ATTORNEY
I, the undersigned, do hereby constitute and appoint Stuart G. Johnston,
Jr., my true and lawful attorney and agent, with full power of substitution and
resubstitution in each of his agents, to do any and all acts and things on my
behalf that they deem necessary or advisable to prepare, sign and
electronically file on behalf of the undersigned any and all applicable and
appropriate Schedules 13D or amendments thereto as required by the Securities
Exchange Act of 1934 for transactions in voting securities.
Dated: September 16, 1997.
/s/ WANDA P. CAMPBELL
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WANDA P. CAMPBELL,
Individually and on behalf of the
Estate of Roy Edwin Campbell, Deceased