<PAGE> 1
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
-----------
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
-----------
For Quarter Ended December 31, 1997 Commission File number 1-5341
----------------- ------
ELCOR CORPORATION
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 75-1217920
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14643 DALLAS PARKWAY
SUITE 1000, WELLINGTON CENTRE, DALLAS, TEXAS 75240-8871
- -------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 851-0500
--------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X . No .
--- ---
As of close of business on February 2, 1998, Registrant had outstanding
13,232,590 shares of Common Stock, Par Value $1 per Share.
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
ELCOR CORPORATION
CONSOLIDATED BALANCE SHEET
(Unaudited, $ in thousands)
<TABLE>
<CAPTION>
ASSETS 12-31-97 6-30-97
--------- ---------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 4,450 $ 3,601
Trade receivables, less allowance of $730 and $545 34,757 43,178
Inventories -
Finished goods 21,338 26,400
Work-in-process 416 441
Raw materials 7,665 6,586
--------- ---------
Total inventories 29,419 33,427
--------- ---------
Prepaid expenses and other 3,173 3,572
Deferred income taxes 2,342 2,508
--------- ---------
Total current assets 74,141 86,286
--------- ---------
PROPERTY, PLANT AND EQUIPMENT, AT COST 185,841 180,115
Less - accumulated depreciation (67,981) (62,648)
--------- ---------
Property, plant and equipment, net 117,860 117,467
--------- ---------
OTHER ASSETS 3,221 3,490
--------- ---------
$ 195,222 $ 207,243
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 10,469 $ 15,899
Accrued liabilities 12,992 12,386
--------- ---------
Total current liabilities 23,461 28,285
--------- ---------
LONG-TERM DEBT 37,700 52,600
DEFERRED INCOME TAXES 14,508 13,578
SHAREHOLDERS' EQUITY -
Common stock 13,238 8,814
Paid-in-capital 66,644 71,350
Retained earnings 39,794 33,039
--------- ---------
119,676 113,203
Less - Treasury stock, at cost, 5,000 and 17,500 shares at
December 31, 1997 and June 30, 1997, respectively (123) (423)
--------- ---------
Total shareholders' equity 119,553 112,780
--------- ---------
$ 195,222 $ 207,243
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 3
ELCOR CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited, $ in thousands
except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
--------------------- ---------------------
12-31-97 12-31-96 12-31-97 12-31-96
-------- -------- -------- --------
<S> <C> <C> <C> <C>
SALES $ 60,965 $ 50,636 $134,481 $115,172
-------- -------- -------- --------
COST AND EXPENSES
Cost of sales 47,301 39,242 102,702 89,766
Selling, general and administrative 8,384 7,680 17,189 15,577
-------- -------- -------- --------
INCOME FROM OPERATIONS 5,280 3,714 14,590 9,829
-------- -------- -------- --------
OTHER EXPENSE
Interest expense, net 614 52 1,373 213
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES 4,666 3,662 13,217 9,616
Provision for income taxes 1,718 1,353 4,875 3,539
-------- -------- -------- --------
NET INCOME $ 2,948 $ 2,309 $ 8,342 $ 6,077
======== ======== ======== ========
INCOME PER COMMON SHARE
- BASIC $ .22 $ .18 $ .63 $ .46
======== ======== ======== ========
- DILUTED $ .22 $ .17 $ .62 $ .46
======== ======== ======== ========
DIVIDENDS PER COMMON SHARE $ .06 $ .05 $ .12 $ .09
======== ======== ======== ========
AVERAGE COMMON SHARES
OUTSTANDING - BASIC 13,231 13,170 13,217 13,154
======== ======== ======== ========
- DILUTED 13,523 13,265 13,484 13,227
======== ======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
ELCOR CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited, $ in thousands)
<TABLE>
<CAPTION>
Six Months Ended
----------------
12-31-97 12-31-96
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 8,342 $ 6,077
Adjustments to reconcile net income
to net cash from operating activities:
Depreciation and amortization 5,370 3,872
Deferred income taxes 1,096 1,760
Changes in assets and liabilities:
Trade receivables 8,421 13,275
Inventories 4,008 5,303
Prepaid expenses and other 399 (527)
Accounts payable and accrued liabilities (4,825) (3,913)
-------- --------
Net cash provided by operating activities 22,811 25,847
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment (5,748) (11,794)
Other 254 ( 57)
-------- --------
Net cash used for investing activities (5,494) (11,851)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Long-term borrowings, net (14,900) (14,000)
Dividends on common stock (1,587) (1,230)
Treasury stock transactions and other, net 19 407
-------- --------
Net cash used for financing activities (16,468) (14,823)
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 849 ( 827)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 3,601 3,744
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,450 $ 2,917
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
ELCOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. The attached condensed consolidated financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission. As a result, certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted.
The company believes that the disclosures included herein are adequate to
make the information presented not misleading. These condensed consolidated
financial statements should be read in conjunction with the consolidated
financial statements and related notes included in the company's 1997
Annual Report on Form 10-K. The unaudited financial information contained
herein has been prepared in conformity with generally accepted accounting
principles on a consistent basis and does reflect all adjustments which
are, in the opinion of management, necessary for a fair presentation of the
results of operations for the three-month and six-month periods ended
December 31, 1997 and 1996, but are, however, subject to year-end audit by
the company's independent auditors. Because of seasonal, weather-related
conditions in some of the company's market areas, sales can vary at times,
and results of any one quarter or other interim reporting period should not
necessarily be considered as indicative of results for a full fiscal year.
2. Effective December 15, 1997, the company increased its unsecured revolving
credit facility from $80 million to $100 million and the term was extended
to December 15, 2002. There were no changes to the financial covenants or
to the interest rate the company currently pays for either LIBOR based
borrowings or prime rate based borrowings. However, the commitment fee for
the average unused portion of the line was reduced from .25% to .175%.
3. In September 1997, the Board of Directors declared a three-for-two stock
split payable in the form of a stock dividend which was distributed on
November 12, 1997. An amount equal to the par value of the common shares
issued in connection with the split was transferred from paid-in capital to
the common stock account. Appropriate references to number of shares and to
per share information in the Consolidated Financial Statements have been
adjusted to reflect the stock split on a retroactive basis.
5
<PAGE> 6
4. Basic earnings per share is computed based on the average number of common
shares outstanding. Diluted earnings per share includes outstanding stock
options.
The following table sets forth the computation of basic and diluted
earnings per share:
<TABLE>
<CAPTION>
(In thousands)
Three Months Ended Six Months Ended
12-31-97 12-31-96 12-31-97 12-31-96
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net Income $ 2,948 $ 2,309 $ 8,342 $ 6,077
======= ======= ======= =======
Denominator for basic earnings
per share - weighted average 13,231 13,170 13,217 13,154
shares outstanding
Effect of dilutive securities:
Employee stock options 292 95 267 73
------- ------- ------- -------
Denominator for dilutive earnings per share - adjusted weighted
average shares and assumed issuance of shares purchased under ------- ------- ------- -------
incentive stock option plan using the treasury stock method 13,523 13,265 13,484 13,227
======= ======= ======= =======
Basic earnings per share $ .22 $ .18 $ .63 $ .46
======= ======= ======= =======
Diluted earnings per share $ .22 $ .17 $ .62 $ .46
======= ======= ======= =======
</TABLE>
6
<PAGE> 7
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
RESULTS OF OPERATIONS
CHANGES IN THE THREE MONTH PERIOD ENDED DECEMBER 31, 1997 COMPARED TO THE THREE
MONTH PERIOD ENDED DECEMBER 31, 1996.
During the three month period ended December 31, 1997, net income increased 28%
to $2,948,000 from $2,309,000 in the same quarter last year. Sales increased 20%
compared to the prior year quarter. The increase in sales was primarily the
result of increased shipments of the company's patented Enhanced High
Definition(R) and Raised Profile(TM) Prestique(R) premium laminated fiberglass
asphalt shingles, increased shipments of nonwoven fiberglass roofing mats, and
much higher sales by the Industrial Products Group. The increase in net income
is primarily the result of significantly higher income contribution by the
Industrial Products Group.
The Roofing Products Group achieved higher sales but slightly lower operating
profit for the three months ended December 31, 1997 compared to the same prior
year period. Elk Corporation's shipments were aided by El Nino's effect on
increased demand in the western United States, which is supplied by Elk's
Shafter, California plant. However, contributions from higher shipments of
premium laminated shingles were offset by slightly lower average selling prices
and higher depreciation and amortization costs during the quarter. Elk's Ennis,
Texas nonwoven fiberglass roofing mat operations also achieved higher sales and
improved operating profit during the quarter ended December 31, 1997 and are
positioned to supply high quality roofing mats to satisfy the growing demand for
its products.
The Industrial Products Group achieved significantly higher sales and operating
profit during the three months ended December 31, 1997 as compared to the same
period in the prior year. Chromium Corporation continued to benefit from strong
demand for its Compushield(R) conductive coatings used in the telecommunications
and electronic equipment industries. Chromium also experienced higher demand for
remanufactured large diesel engine components used in the transportation
industry. In addition, increased use of Ortloff's technology licensing and
consulting services for the natural gas processing industry also contributed to
improved results in the current year period.
On an overall basis, gross margin on sales was 22.4% for the quarter ended
December 31, 1997 compared to 22.5% in the prior year quarter. Lower margins
received by the Roofing Products Group for its products as a result of slightly
lower average selling prices and higher depreciation and amortization costs were
offset by higher margins in the Industrial Products Group. Selling, general and
administrative costs were 13.8% of sales in the current year quarter, down from
15.2% of sales in the prior year quarter. Interest expense was significantly
higher in the second quarter of fiscal 1998 compared to the same quarter in the
prior fiscal year. During the previous year, most interest cost was capitalized
in connection with the company's major facilities expansion program, which was
completed in March 1997.
7
<PAGE> 8
CHANGES IN THE SIX MONTH PERIOD ENDED DECEMBER 31, 1997, AS COMPARED TO THE SIX
MONTH PERIOD ENDED DECEMBER 31, 1996.
During the six month period ended December 31, 1997, net income increased 37% to
$8,342,000 from $6,077,000 in the same period last year. Sales increased 17%
compared to the comparable prior year period. The increases in sales and net
income were primarily attributable to increased shipments of premium laminated
fiberglass shingles, together with much higher sales and income contribution by
the Industrial Products Group during the six month period ended December 31,
1997.
In the Roofing Products Group, both sales and operating income were higher for
the six months ended December 31, 1997 as compared to the same period in the
prior fiscal year. The western United States, which is served by the Shafter,
California roofing plant, produced very strong demand for Elk Prestique premium
laminated shingles. This increased demand was aided by concerns that severe El
Nino conditions could cause rain damage from leaking roofs. Although Elk's other
roofing plants were also very profitable, sales and operating income were lower
at these plants in the first six months of fiscal 1998, as compared to the same
period in the prior fiscal year, due primarily to lower shipments from these
plants resulting from a realignment of markets served following performance
improvements at the Shafter, California plant. Sales and operating income from
Elk's mat operations were also higher in the first six months of fiscal 1998
compared to the same period in fiscal 1997.
The Industrial Products Group achieved sharply higher sales and operating income
in the six month period ending December 31, 1997 compared to the same prior year
period. Increased demand and improved results were achieved in each of the
Group's principal operations of (1) conductive coatings used in the
telecommunications and electronic equipment industries; (2) remanufactured
diesel engine components used in the transportation industry; and (3) technology
licensing and consulting services for the natural gas processing industry.
On an overall basis, for the first six months of fiscal 1998, gross margin on
sales was 23.6%, compared to 22.1% for the same period in the prior fiscal year.
This increase is primarily attributable to higher sales with better margins in
the Industrial Products Group. Higher selling, general and administrative costs
are primarily the result of increased business activity in the current year. As
a percentage of sales, such expenses were 12.8% of sales for the first six
months of fiscal 1998, down from 13.5% of sales for the same period in the prior
fiscal year. Higher interest expense in the current year is attributable to the
capitalization of most interest cost in the prior year in connection with the
company's major facilities expansion program.
FINANCIAL CONDITION
Total invested capital at December 31, 1997 was $157,253,000. Long-term debt of
$37,700,000 represented 24% of total capitalization. At December 31, 1997,
$60,710,000 was available under the company's unsecured revolving line of
credit, which was increased to $100 million on December 15, 1997 so as to
provide additional financial resources to support the company's growth
strategies.
Cash provided by operations for the six months ended December 31, 1997 was
$22,811,000. The current ratio was 3.2 to 1 at December 31, 1997. Working
capital decreased $7,321,000 from June 30, 1997, primarily related to a seasonal
reduction in trade receivables and inventories, partially offset by lower
accounts payable. Historically, working capital requirements fluctuate during
the year
8
<PAGE> 9
because of seasonality in some market areas. Generally, working capital
requirements and related borrowings are higher in the spring and summer months,
and lower in the fall and winter months. In addition, receivables may increase
during the late winter and early spring months due to extended payment terms to
certain customers during these months with payment generally due during the
summer months.
The company utilized $16,468,000 of cash for financing activities in the first
six months of fiscal 1998, primarily for repayment of long-term debt and payment
of dividends on common stock. The company used $5,494,000 for investing
activities in the first six months of fiscal 1998. Capital expenditures for
fiscal 1998 are expected to be in the range of $12,000,000 to $15,000,000. The
majority of planned capital expenditures are for productivity, capacity, and
cost improvement projects at the current roofing plants and for the development
of new computer systems. In addition, the company is expanding its capacity in
the Chromium Corporation Conductive Coatings Division to meet rapidly growing
demand for its Compushield process for conductive coatings applied to plastic
enclosures for telecommunications and electronic equipment.
In September 1997, the Board of Directors increased the regular quarterly cash
dividend to six cents per common share (after giving effect to a stock split)
and declared a three-for-two stock split payable in the form of a stock dividend
which was distributed on November 12, 1997 to shareholders of record at the
close of business on October 16, 1997.
In September 1994, the company's Board of Directors authorized the purchase of
up to $10 million of the company's common shares from time to time on the open
market to be used for general corporate purposes. As of December 31, 1997,
225,750 shares (after giving effect to the stock split) with a cumulative cost
of $2,804,000 had been repurchased under this program.
The company's operations are subject to extensive federal, state and local laws
and regulations relating to environmental matters. Although the company does not
believe it will be required to expend amounts which will have a material adverse
effect on the company's consolidated financial position or results of operations
by reason of environmental laws and regulations, such laws and regulations are
frequently changed and could result in significantly increased cost of
compliance.
Further, certain of the company's industrial products operations utilize
hazardous materials in their production process. As a result, the company incurs
costs for remediation activities off-site and at its facilities from time to
time. The company establishes and maintains reserves for such remediation
activities, when appropriate, in accordance with Statement of Financial
Accounting Standard No. 5, "Accounting for Contingencies." Current reserves
established for known or probable remediation activities are not material to the
company's financial position or results of operations.
Management believes that cash and cash equivalents, cash flows from operations
and its revolving credit facility should be sufficient during fiscal 1998 and
beyond to fund its currently projected capital expenditure requirements, working
capital needs, dividends, stock repurchases and other cash requirements.
9
<PAGE> 10
PENDING ACCOUNTING PRONOUNCEMENT
The Accounting Standards Executive Committee (AcSEC) of the American Institute
of Certified Public Accountants has issued an exposure draft on "Reporting on
the Costs of Start-Up Activities." If the exposure draft were to be finalized in
its proposed form, it would require companies to expense on a current basis
previously capitalized start-up costs. At December 31, 1997, the company had
$7,827,000,000 of unamortized capitalized start-up costs. While the company does
not agree with the accounting treatment proposed in the AcSEC exposure draft and
believes that capitalizing costs incurred in constructing major new facilities
provides a better matching of revenues and expenses, the company will adopt this
statement of position if and when it is finalized.
YEAR 2000 ISSUE
The company is currently developing a new information system for its critical
financial, distribution and manufacturing applications. This system is scheduled
for completion and full implementation in the summer of 1999 at an estimated
total cost of $6 - $8 million. While the primary purpose of this new information
system is to modernize and improve the Company's operations, it is also expected
to resolve Year 2000 issues in these critical computer systems.
The company also has teams of employees and consultants who are reviewing other
computer applications and systems not included in the scope of the new
information system, and its electronic interaction with its suppliers, customers
and other business partners for Year 2000 readiness. The company is in process
of taking relevant inventory, assessing risk, assigning priorities to various
tasks and performing limited internal tests. It expects to have fully developed
action and contingency plans by the end of calender 1998 and for integrated
testing and any remediation to be complete before January 1, 2000. At this time,
other than the cost of developing and implementing its new information system,
the company does not believe that the costs of addressing the Year 2000 issue
will be material, nor will this issue result in uncertainty that is reasonably
likely to affect future financial results or operating performance. Furthermore,
the company believes its Year 2000 readiness project is on schedule for timely
completion.
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains "forward-looking statements" about the company's
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 somewhat 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.
10
<PAGE> 11
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. During fiscal 1997, the company completed construction of a new plant
at the company's Ennis, Texas facility to manufacture nonwoven
fiberglass roofing mats and other mats for a variety of industrial
uses. As a new facility, its 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 this new plant does not meet 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.
5. The company's litigation, including its patent infringement suits
against GAF Building Materials Corporation and certain affiliates, is
subject to inherent and case-specific uncertainty. The outcome of such
litigation depends on numerous interrelated factors, many of which
cannot be predicted. Parties are cautioned not to rely on any such
forward-looking beliefs or judgments in making investment decisions.
11
<PAGE> 12
PART II. OTHER INFORMATION
ITEM 4: Submission of Matters to a Vote of Security Holders
(a) The company's Annual Meeting of Shareholders was held on October 28,
1997 for the purpose of electing three directors and ratifying the
appointment of the company's independent auditors.
<TABLE>
<CAPTION>
(b) Directors Elected: NUMBER OF VOTES
---------------
AUTHORITY
FOR WITHHELD
--- ---------
<S> <C> <C>
Robert M. Leibrock 7,699,179 91,958
W.F. Ortloff 7,695,110 96,027
Harold K. Work 7,709,634 81,503
</TABLE>
Other Directors Whose Term Continued After the Meeting:
F.H. Callaway
James E. Hall
David W. Quinn
Richard J. Rosebery
(c) Other matters voted upon at the meeting and the number of affirmative
votes, negative votes and abstentions.
<TABLE>
<CAPTION>
NUMBER OF VOTES
--------------------------------------------------------
AFFIRMATIVE AGAINST ABSTENTIONS
----------- ------- -----------
<S> <C> <C> <C>
Ratification of Arthur 7,756,492 14,801 19,844
Andersen LLP as
independent auditors of
the company for the fiscal
year ending June 30, 1998
</TABLE>
12
<PAGE> 13
ITEM 6: Exhibits and Reports of Form 8-K
(a) Exhibits:
Exhibit (4.10): Fourth Amendment dated December 15, 1997 to Loan
Agreement dated September 29, 1993 among Elcor
Corporation, NationsBank of Texas, N.A., as Issuer,
Administrative Lender, and Lender; and Bank of America
- Texas, N.A., Comerica Bank - Texas, and The Bank of
Tokyo - Mitsubishi, Ltd. As Lenders.
Exhibit (27): Financial Data Schedule (EDGAR submission only)
(b) The Registrant filed two reports on Form 8-K during the quarter ended
December 31, 1997. The Registrant filed a Form 8-K on October 15, 1997
relating to a press release containing "forward-looking statements"
about its prospects for the future. The Registrant also filed a Form
8-K on October 28, 1997 regarding two significant rulings by the
district court relating to the company's ongoing patent litigation
with GAF.
13
<PAGE> 14
SIGNATURES
Pursuant to the requirements 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: February 13, 1998 /s/ Richard J. Rosebery
------------------------- -------------------------------
Richard J. Rosebery
Vice Chairman, Chief Financial &
Administrative Officer
and Treasurer
/s/ Leonard R. Harral
-------------------------------
Leonard R. Harral
Vice President and Chief
Accounting Officer
14
<PAGE> 15
INDEX TO EXHIBIT
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
Exhibit (4.10): Fourth Amendment dated December 15, 1997 to Loan
Agreement dated September 29, 1993 among Elcor
Corporation, NationsBank of Texas, N.A., as Issuer,
Administrative Lender, and Lender; and Bank of America
- Texas, N.A., Comerica Bank - Texas, and The Bank of
Tokyo - Mitsubishi, Ltd. As Lenders.
Exhibit (27): Financial Data Schedule (EDGAR submission only)
</TABLE>
<PAGE> 1
EXHIBIT (4.10)
FOURTH AMENDMENT TO LOAN AGREEMENT
FOURTH AMENDMENT TO LOAN AGREEMENT (this "Fourth Amendment"), dated as of
December 15, 1997, is entered into among ELCOR CORPORATION, a Delaware
corporation ("Company"), the lenders listed on the signature pages hereof
("Lenders"), NATIONSBANK OF TEXAS, N.A., as Issuer (in said capacity, "Issuer"),
and NATIONSBANK OF TEXAS, N.A., as Administrative Lender (in said capacity,
"Administrative Lender").
BACKGROUND
A. Company, the Lenders, Issuer and Administrative Lender are parties to
that certain Loan Agreement, dated as of September 29, 1993, as amended by that
certain First Amendment to Loan Agreement, dated as of October 31, 1994, that
certain Second Amendment to Loan Agreement, dated as of December 15, 1995, and
that certain Third Amendment to Loan Agreement, dated as of October 31, 1996
(said Loan Agreement, as amended, the "Loan Agreement"; the terms defined in the
Loan Agreement and not otherwise defined herein shall be used herein as defined
in the Loan Agreement).
B. Company, Lenders, Issuer and Administrative Lender desire to amend the
Loan Agreement to (i) increase the Commitment to $100,000,000, (ii) extend the
Termination Date, (iii) add The Bank of Tokyo-Mitsubishi, Ltd. as a Lender
thereto ("Bank of Tokyo"), and (iv) make certain other amendments thereto.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, Company, Lenders,
Issuer and Administrative Lender covenant and agree as follows:
1. AMENDMENTS TO LOAN AGREEMENT.
(a) The dollar amount of "$80,000,000" set forth in the Background
paragraph of the Loan Agreement is hereby amended to be "$100,000,000".
(b) The definition of "Commitment" set forth in Section 1.1 of the Loan
Agreement is hereby amended to read as follows:
"'Commitment' means as to any Lender, the amount set forth opposite
such Lender's name under the column titled "Commitment" on Schedule 7
hereto, as the same may be reduced or terminated pursuant to Article 2,
which at no time shall exceed such Lender's Specified Percentage of
$100,000,000."
<PAGE> 2
(c) The definition of "Subsidiary" set forth in Section 1.1 of the Loan
Agreement is hereby amended to read as follows:
"'Subsidiary' of Company means any corporation, partnership, joint
venture, trust or estate or other Person of which (or in which) more
than 50% of:
(a) the outstanding capital stock having voting power to elect a
majority of the Board of Directors of such corporation (irrespective of
whether at the time capital stock of any other class or classes of such
corporation shall or might have such voting power upon the occurrence of
any contingency),
(b) the interest in the capital or profits of such partnership or
joint venture,
(c) the beneficial interest of such trust or estate, or
(d) the equity interest of such other Person,
is at the time directly or indirectly owned by Company, by Company and
one or more of its Subsidiaries or by one or more of Company's
Subsidiaries."
(d) The definition of "Termination Date" set forth in Section 1.1 of the
Loan Agreement is hereby amended to read as follows:
"'Termination Date' means December 15, 2002, or such earlier date that
the Commitment is terminated or such later date that the Commitment is
extended pursuant to Section 2.19 hereof."
(e) Section 2.6 of the Loan Agreement is hereby amended to read as
follows:
"2.6. Commitment Fee. Subject to Section 9.13 hereof, Company shall
pay to the Administrative Lender, for the ratable account of the Lender,
a commitment fee (which shall be payable quarterly in arrears on each
Quarterly Date and on the Termination Date) on the daily average Unused
Portion (as later defined in this Section 2.6) at the following per
annum percentages, applicable in the following situations:
<TABLE>
<CAPTION>
Applicability Fee
------------- ---
<S> <C>
(i) If the Fixed Charge Coverage Ratio is less than 1.25 0.300
to 1
(ii) If the Fixed Charge Coverage Ratio is greater than or 0.200
equal to 1.25 to 1 but less than 1.50 to 1
(iii) If the Fixed Charge Coverage Ratio is greater than or 0.175
equal to 1.50 to 1
</TABLE>
- 2 -
<PAGE> 3
The commitment fee payable hereunder shall be subject to reduction
or increase, as applicable and as set forth in the table above, on a
quarterly basis according to the performance of Company as tested by the
Fixed Charge Coverage Ratio. Any such increase or reduction in such
commitment fee shall be effective on the first calendar day of the month
next succeeding the date of receipt by Administrative Lender of the
applicable financial statements. If financial statements of Company
setting forth the Fixed Charge Coverage Ratio are not received by
Administrative Lender by the date required pursuant to Section 5.5
hereof, the commitment fee shall be determined as if the Fixed Charge
Coverage Ratio is less than 1.25 to 1 until such time as such financial
statements are received. For the final quarter of any fiscal year of
Company, Company may provide its unaudited financial statements, subject
only to year-end adjustments, for the purpose of adjusting the
commitment fee. The commitment fee is fully earned when due,
non-refundable when paid, and shall be computed on the basis of 365 or
366 days, as applicable, for the actual number of days elapsed.
Administrative Lender is authorized to, and shall to the extent of funds
available, debit Company's account at NationsBank Texas for the payment
of such commitment fee after oral notice thereof is given to Company by
Administrative Lender. As used herein, the "Unused Portion" shall mean
an amount equal to the result of the Commitment, minus the sum of (A)
outstanding Advances plus (B) outstanding Reimbursement Obligations."
(f) Section 5.23 of the Loan Agreement is hereby amended to read as
follows:
"5.23. Guaranties by New Subsidiaries. Company shall cause each
Subsidiary which Company or any of its Subsidiaries forms during the
term of this Agreement to execute and deliver to Administrative Lender a
Guaranty Agreement, together with a certified copy of a resolution of
the board of directors (or other authorizing document of the appropriate
governing body or Person) of such new Subsidiary authorizing the
execution and delivery of the Guaranty Agreement and the performance of
its terms."
(g) Section 6.1 of the Loan Agreement is hereby amended to read as
follows:
"6.1. Organization and Qualification. Company and each Subsidiary
(i) is a corporation or organization duly organized, validly existing,
and in good, standing under the Laws of its jurisdiction of
incorporation or organization, (ii) is duly licensed and in good
standing as a foreign corporation or organization in each jurisdiction
in which the nature of the business transacted or the property owned is
such as to require licensing as such and where the failure to so qualify
- 3 -
<PAGE> 4
could reasonably be expected to result in a Material Adverse Effect; and
(iii) possesses all requisite authority, power, licenses, permits and
franchises to conduct its business and execute, deliver and comply with
the terms of the Loan Papers to be executed by it, all of which have
been duly authorized and approved by all necessary corporate or other
legal action and for none of which is any approval or consent of any
Tribunal required."
(h) Section 6.5 of the Loan Agreement is hereby amended to read as
follows:
"6.5. Authority; Validity. The Board of Directors of Company has
duly authorized the execution and delivery of this Agreement, the Notes
and the other Loan Papers and the performance of their respective terms.
The Board of Directors or other governing body or Person of each
Subsidiary has authorized the execution and delivery of the Loan Papers
to be executed and delivered by such Subsidiary and the performance of
their respective terms. No consent of the stockholders or other equity
interest owners of Company or any Subsidiary is required as a
prerequisite to the validity and enforceability of this Agreement or any
document contemplated herein other than those that have already been
obtained. Company and each Subsidiary has full power, authority and
legal right to execute and deliver and to perform and observe the
provisions of all Loan Papers to be executed and delivered by it. This
Agreement is, and the Notes and each of the other Loan Papers will on
due execution and delivery thereof be, the legal, valid and binding
obligation of the Company or the Subsidiary executing and delivering it,
enforceable in accordance with their respective terms, subject as to
enforcement of remedies to any Debtor Relief Laws. All Subsidiaries are
signatories on the Guaranty or an amendment or supplement thereto, and
their respective jurisdictions of incorporation or organization are
correctly identified thereon."
(i) Schedule 1 to the Loan Agreement is hereby amended and supplemented
as set forth on Schedule 1 to this Fourth Amendment.
(j) Schedule 4 to the Loan Agreement is hereby amended and supplemented
as set forth on Schedule 4 to this Fourth Amendment.
(k) Schedule 6 to the Loan Agreement is hereby amended and supplemented
as set forth on Schedule 6 to this Fourth Amendment.
(l) Schedule 7 to the Loan Agreement is hereby amended to be in the form
of Schedule 7 to this Fourth Amendment, and the Specified Percentage of
Bank of Tokyo is established and the applicable Specified Percentages of
the other Lenders are amended as provided therein.
- 4 -
<PAGE> 5
2. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its
execution and delivery hereof, Company represents and warrants that, as of the
date hereof and after giving effect to the amendments contemplated by the
foregoing Section 1:
(a) the representations and warranties contained in the Loan Agreement
are true and correct on and as of the date hereof as if made on and as of
such date;
(b) no event has occurred and is continuing which constitutes a Default
or an Event of Default;
(c) Company has full power and authority to execute and deliver this
Fourth Amendment, the $40,000,000 Note payable to the order of NationsBank
of Texas, N.A. in the form of Exhibit A hereto (the "NationsBank Note"),
the $30,000,000 Note payable to the order of Bank of America-Texas, N.A. in
the form of Exhibit B hereto (the "Bank of America Note"), the $15,000,000
Note payable to the order of Comerica Bank-Texas in the form of Exhibit C
hereto (the, "Comerica Note"), and the $15,000,000 Note payable to the
order of The Bank of Tokyo-Mitsubishi, Ltd. in the form of Exhibit D hereto
(the "Bank of Tokyo Note") (the NationsBank Note, the Bank of America Note,
the Comerica Note and the Bank of Tokyo Note are collectively referred to
herein as the "Notes"), and this Fourth Amendment, the Loan Agreement, as
amended hereby, and the Notes constitute the legal, valid and binding
obligations of Company, enforceable in accordance with their respective
terms, except as enforceability may be limited by applicable debtor relief
laws and by general principles of equity (regardless of whether enforcement
is sought in a proceeding in equity or at law) and except as rights to
indemnity may be limited by federal or state securities law;
(d) neither the execution, delivery and performance of this Fourth
Amendment, the Notes or the Loan Agreement, as amended hereby, nor the
consummation of any transactions contemplated herein or therein, will
conflict with any Law to which Company or any Subsidiary is subject, or any
indenture, agreement or other instrument to which Company or any Subsidiary
or any of their respective property is subject; and
(e) no authorization, approval, consent, or other action by, notice to,
or filing with, any governmental authority or other Person (other than the
Board of Directors of Company), is required for the execution, delivery or
performance by Company of this Fourth Amendment or the Notes or the
acknowledgement of this Fourth Amendment by each Subsidiary which executed
the Guaranty Agreement (a "Guarantor").
3. CONDITIONS OF EFFECTIVENESS. This Fourth Amendment shall be effective as
of December 15, 1997, subject to the following:
- 5 -
<PAGE> 6
(a) Administrative Lender shall have received counterparts of this
Fourth Amendment executed by each Lender and Issuer;
(b) Administrative Lender shall have received counterparts of this
Fourth Amendment executed by Company and acknowledged by each Guarantor;
(c) Each Lender shall have received its respective Note executed by
Company;
(d) the representations and warranties set forth in Section 2 of this
Fourth Amendment shall be true and correct;
(e) Administrative Lender shall have received certified copies of
resolutions of Company authorizing execution, delivery and performance of
this Fourth Amendment and the Notes; and
(f) Administrative Lender shall have received, in form and substance
satisfactory to Administrative Lender and its counsel, such other
documents, certificates and instruments as Administrative Lender shall
require.
4. GUARANTORS ACKNOWLEDGEMENT. By signing below, each of the Guarantors (i)
acknowledges and consents to the execution, delivery and performance by Company
of this Fourth Amendment, (ii) agrees that its obligations in respect of the
Guaranty Agreement (A) are not released, modified, impaired or affected in any
manner by this Fourth Amendment or any of the provisions contemplated herein,
and (B) cover, among other things, the Commitment as increased by this Fourth
Amendment, and (ii) acknowledges that it has no claims or offsets against, or
defenses or counterclaims to, the Guaranty Agreement.
5. REFERENCE TO THE LOAN AGREEMENT.
(a) Upon the effectiveness of this Fourth Amendment, each reference in
the Loan Agreement to "this Agreement", "hereunder", or words of like
import shall mean and be a reference to the Loan Agreement, as affected and
amended by this Fourth Amendment.
(b) The Loan Agreement, as amended by this Fourth Amendment, and all
other Loan Papers shall remain in full force and effect and are hereby
ratified and confirmed.
6. COSTS, EXPENSES AND TAXES. Company agrees to pay on demand all costs and
expenses of Administrative Lender in connection with the preparation,
reproduction, execution and delivery of this Fourth Amendment, the Notes, and
the other instruments and documents to be delivered hereunder (including the
reasonable fees and out-of-pocket expenses of counsel for Administrative Lender
with respect thereto and with respect to advising
- 6 -
<PAGE> 7
Administrative Lender as to its rights and responsibilities under the Loan
Agreement, as amended by this Fourth Amendment).
7. ADVANCES. Upon effectiveness of this Agreement, each of the appropriate
Lenders, through the Administrative Lender, by assignments, purchases and
adjustments (which shall occur and shall be deemed to occur automatically upon
such effectiveness), shall have purchased or sold such Advances so that after
giving effect to such assignments, purchases and adjustments, each Lender shall
hold Advances and Reimbursement Obligations in accordance with its Specified
Percentage, as established or amended hereby. The parties hereto agree that the
requirements of Section 9.1 of the Loan Agreement with respect to assignments
are hereby waived for purposes of this Fourth Amendment only. Each Lender
selling and assigning all or any portion of an Advance and Reimbursement
Obligations hereby represents and warrants that such interest being sold is free
and clear of any Lien or adverse claim. Bank of Tokyo (a) confirms that it has
received a copy of the Loan Agreement and the other Loan Papers, together with
copies of the financial statements referred to in Sections 5.5 and 6.2 of the
Loan Agreement and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Fourth Amendment, (b) agrees that it will, independently and without reliance
upon the Administrative Lender, or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Loan Agreement and
the other Loan Papers, (c) appoints and authorizes the Administrative Lender to
take such action as agent on its behalf and to exercise such powers under the
Loan Agreement and the other Loan Papers as are delegated to the Administrative
Lender by the terms thereof, together with such powers as are reasonably
incidental thereto and hereto, and (d) agrees that it will perform in accordance
with its terms all of the obligations which by the terms of the Loan Agreement,
the other Loan Papers, and this Assignment and are required to be performed by
it as a Lender.
8. EXECUTION IN COUNTERPARTS. This Fourth Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same
instrument.
9. GOVERNING LAW; BINDING EFFECT. This Fourth Amendment shall be governed
by and construed in accordance with the laws of the State of Texas and shall be
binding upon Company, each Lender, Issuer and Administrative Lender and their
respective successors and assigns.
10. HEADINGS. Section headings in this Fourth Amendment are included herein
for convenience of reference only and shall not constitute a part of this Fourth
Amendment for any other purpose.
11. ENTIRE AGREEMENT. THE LOAN AGREEMENT, AS AMENDED BY THIS FOURTH
AMENDMENT, AND THE OTHER LOAN PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AS TO THE SUBJECT MATTER
- 7 -
<PAGE> 8
THEREIN AND HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
- 8 -
<PAGE> 9
IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment
as of the date first above written.
ELCOR CORPORATION
By: /s/ RICHARD J. ROSEBERY
------------------------------------
Richard J. Rosebery
Vice Chairman, Chief Financial and
Administrative Officer and Treasurer
- 9 -
<PAGE> 10
NATIONSBANK OF TEXAS, N.A., as
Administrative Lender, Lender and Issuer
By: /s/ JASON BRUHL
-----------------------------------
Name: Jason Bruhl
---------------------------------
Title: Vice President
--------------------------------
- 10 -
<PAGE> 11
BANK OF AMERICA - TEXAS, N.A.
By: /s/ DONALD P. HELLMAN
-----------------------------------
Name: Donald P. Hellman
------------------------------
Title: Vice President
-----------------------------
- 11 -
<PAGE> 12
COMERICA BANK - TEXAS
By: /s/ LARRY W. CALTON
-----------------------------------
Name: Larry W. Calton
------------------------------
Title: Assistant Vice President
-----------------------------
- 12 -
<PAGE> 13
THE BANK OF TOKYO-MITSUBISHI, LTD.
By: /s/ CHRIS W. HOLDER
-----------------------------------
Name: Chris W. Holder
------------------------------
Title: Vice President
-----------------------------
- 13 -
<PAGE> 14
ACKNOWLEDGED AND AGREED:
ELK CORPORATION OF DALLAS
ELK CORPORATION OF TEXAS
ELK CORPORATION OF AMERICA
ELK CORPORATION OF ARKANSAS
ELK CORPORATION OF ALABAMA
CHROMIUM CORPORATION
OEL, LTD.
By: /s/ RICHARD J. ROSEBERY
--------------------------------
Richard J. Rosebery
Vice President for all
GA INDUSTRIES CORPORATION
M MACHINERY COMPANY,
INCORPORATED
(formerly known as Mosley
Machinery Company, Incorporated)
M SERVICE CORPORATION
(formerly known as Mosley
Service Corporation)
By: /s/ RICHARD J. ROSEBERY
--------------------------------
Richard J. Rosebery
President for all
ELCOR SERVICE CORPORATION
By: /s/ RICHARD J. ROSEBERY
--------------------------------
Richard J. Rosebery
Vice Chairman, Chief Financial and Administrative
Officer and Treasurer
- 14 -
<PAGE> 15
EXHIBIT A
PROMISSORY NOTE
$40,000,000.00 Dated: December 15, 1997
FOR VALUE RECEIVED, the undersigned, ELCOR CORPORATION, a Delaware
corporation ("Company"), hereby promises to pay to the order of NATIONSBANK OF
TEXAS, N.A. ("Lender") the principal amount of each Advance made by Lender to
Company pursuant to the Loan Agreement (as hereinafter defined). All Advances
remaining unpaid shall be repaid in full on the Termination Date. Company
promises to pay interest on the unpaid principal balance of each Advance from
the date of such Advance until said principal amount is paid in full, at the
times and at the rate or rates as specified in the Loan Agreement.
Both principal and interest are payable in lawful money of the United
States of America to NationsBank of Texas, N.A., as Administrative Lender, at
901 Main Street, Dallas, Texas 75202, in immediately available funds. Each
Advance made by Lender to Company pursuant to the Loan Agreement and all
payments made on account of principal hereof shall be recorded by Lender and,
prior to any transfer hereof, endorsed on the grid attached hereto which is part
of this Note; provided, however, failure to make any such recordation or
endorsement shall not affect the obligations of Company hereunder or under the
Loan Agreement.
This Note is one of the Notes referred to in, and is entitled to the
benefits of and obligations pertaining to, the Loan Agreement dated as of
September 29, 1993 (said Loan Agreement, as amended, modified or supplemented
from time to time, the "Loan Agreement") among Company, Lender, certain other
Lenders, and NationsBank of Texas, N.A., as Administrative Lender, and this Note
is a substitution for (but is not an extinguishment or novation of any
indebtedness in respect of) that certain Note of Company payable to the order of
Lender dated October 31, 1996, in the principal amount of $40,000,000.00.
The Loan Agreement, among other things, (i) provides for the making of
Advances by Lender to Company from time to time in an aggregate amount not to
exceed at any time outstanding the U.S. dollar amount first above mentioned, the
indebtedness of Company resulting from each such Advance being evidenced by this
Note, and (ii) contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events and also for prepayments on account of
principal hereof prior to the maturity hereof upon the terms and conditions
therein specified. All terms not expressly defined herein shall have the same
definitions as set forth in the Loan Agreement.
ELCOR CORPORATION
By:
-------------------------------------
Richard J. Rosebery
Vice Chairman, Chief Financial and
Administrative Officer and
Treasurer
<PAGE> 16
EXHIBIT B
PROMISSORY NOTE
$30,000,000.00 Dated: December 15, 1997
FOR VALUE RECEIVED, the undersigned, ELCOR CORPORATION, a Delaware
corporation ("Company"), hereby promises to pay to the order of BANK OF AMERICA-
TEXAS, N.A. ("Lender") the principal amount of each Advance made by Lender to
Company pursuant to the Loan Agreement (as hereinafter defined). All Advances
remaining unpaid shall be repaid in full on the Termination Date. Company
promises to pay interest on the unpaid principal balance of each Advance from
the date of such Advance until said principal amount is paid in full, at the
times and at the rate or rates as specified in the Loan Agreement.
Both principal and interest are payable in lawful money of the United
States of America to NationsBank of Texas, N.A., as Administrative Lender, at
901 Main Street, Dallas, Texas 75202, in immediately available funds. Each
Advance made by Lender to Company pursuant to the Loan Agreement and all
payments made on account of principal hereof shall be recorded by Lender and,
prior to any transfer hereof, endorsed on the grid attached hereto which is part
of this Note; provided, however, failure to make any such recordation or
endorsement shall not affect the obligations of Company hereunder or under the
Loan Agreement.
This Note is one of the Notes referred to in, and is entitled to the
benefits of and obligations pertaining to, the Loan Agreement dated as of
September 29, 1993 (said Loan Agreement, as amended, modified or supplemented
from time to time, the "Loan Agreement") among Company, Lender, certain other
Lenders, and NationsBank of Texas, N.A., as Administrative Lender, and this Note
is a substitution for (but is not an extinguishment or novation of any
indebtedness in respect of) that certain Note of Company payable to the order of
Lender dated October 31, 1996 in the principal amount of $25,000,000.00.
The Loan Agreement, among other things, (i) provides for the making of
Advances by Lender to Company from time to time in an aggregate amount not to
exceed at any time outstanding the U.S. dollar amount first above mentioned, the
indebtedness of Company resulting from each such Advance being evidenced by this
Note, and (ii) contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events and also for prepayments on account of
principal hereof prior to the maturity hereof upon the terms and conditions
therein specified. All terms not expressly defined herein shall have the same
definitions as set forth in the Loan Agreement.
ELCOR CORPORATION
By:
------------------------------------
Richard J. Rosebery
Vice Chairman, Chief Financial and
Administrative Officer and Treasurer
<PAGE> 17
EXHIBIT C
PROMISSORY NOTE
$15,000,000.00 Dated: December 15, 1997
FOR VALUE RECEIVED, the undersigned, ELCOR CORPORATION, a Delaware
corporation ("Company"), hereby promises to pay to the order of COMERICA BANK -
TEXAS ("Lender") the principal amount of each Advance made by Lender to Company
pursuant to the Loan Agreement (as hereinafter defined). All Advances remaining
unpaid shall be repaid in full on the Termination Date. Company promises to pay
interest on the unpaid principal balance of each Advance from the date of such
Advance until said principal amount is paid in full, at the times and at the
rate or rates as specified in the Loan Agreement.
Both principal and interest are payable in lawful money of the United
States of America to NationsBank of Texas, N.A., as Administrative Lender, at
901 Main Street, Dallas, Texas 75202, in immediately available funds. Each
Advance made by Lender to Company pursuant to the Loan Agreement and all
payments made on account of principal hereof shall be recorded by Lender and,
prior to any transfer hereof, endorsed on the grid attached hereto which is part
of this Note; provided, however, failure to make any such recordation or
endorsement shall not affect the obligations of Company hereunder or under the
Loan Agreement.
This Note is one of the Notes referred to in, and is entitled to the
benefits of and obligations pertaining to, the Loan Agreement dated as of
September 29, 1993 (said Loan Agreement, as amended, modified or supplemented
from time to time, the "Loan Agreement") among Company, Lender, certain other
Lenders, and NationsBank of Texas, N.A., as Administrative Lender, and this Note
is a substitution for (but is not an extinguishment or novation of any
indebtedness in respect of) that certain Note of Company payable to the order of
Lender dated October 31, 1996 in the principal amount of $15,000,000.00.
The Loan Agreement, among other things, (i) provides for the making of
Advances by Lender to Company from time to time in an aggregate amount not to
exceed at any time outstanding the U.S. dollar amount first above mentioned, the
indebtedness of Company resulting from each such Advance being evidenced by this
Note, and (ii) contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events and also for prepayments on account of
principal hereof prior to the maturity hereof upon the terms and conditions
therein specified. All terms not expressly defined herein shall have the same
definitions as set forth in the Loan Agreement.
ELCOR CORPORATION
By:
------------------------------------
Richard J. Rosebery
Vice Chairman, Chief Financial and
Administrative Officer and Treasurer
<PAGE> 18
EXHIBIT D
PROMISSORY NOTE
$15,000,000.00 Dated: December 15, 1997
FOR VALUE RECEIVED, the undersigned, ELCOR CORPORATION, a Delaware
corporation ("Company"), hereby promises to pay to the order of THE BANK OF
TOKYO-MITSUBISHI, LTD. ("Lender") the principal amount of each Advance made by
Lender to Company pursuant to the Loan Agreement (as hereinafter defined). All
Advances remaining unpaid shall be repaid in full on the Termination Date.
Company promises to pay interest on the unpaid principal balance of each Advance
from the date of such Advance until said principal amount is paid in full, at
the times and at the rate or rates as specified in the Loan Agreement.
Both principal and interest are payable in lawful money of the United
States of America to NationsBank of Texas, N.A., as Administrative Lender, at
901 Main Street, Dallas, Texas 75202, in immediately available funds. Each
Advance made by Lender to Company pursuant to the Loan Agreement and all
payments made on account of principal hereof shall be recorded by Lender and,
prior to any transfer hereof, endorsed on the grid attached hereto which is part
of this Note; provided, however, failure to make any such recordation or
endorsement shall not affect the obligations of Company hereunder or under the
Loan Agreement.
This Note is one of the Notes referred to in, and is entitled to the
benefits of and obligations pertaining to, the Loan Agreement dated as of
September 29, 1993 (said Loan Agreement, as amended, modified or supplemented
from time to time, the "Loan Agreement") among Company, Lender, certain other
Lenders, and NationsBank of Texas, N.A., as Administrative Lender.
The Loan Agreement, among other things, (i) provides for the making of
Advances by Lender to Company from time to time in an aggregate amount not to
exceed at any time outstanding the U.S. dollar amount first above mentioned, the
indebtedness of Company resulting from each such Advance being evidenced by this
Note, and (ii) contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events and also for prepayments on account of
principal hereof prior to the maturity hereof upon the terms and conditions
therein specified. All terms not expressly defined herein shall have the same
definitions as set forth in the Loan Agreement.
ELCOR CORPORATION
By:
------------------------------------
Richard J. Rosebery
Vice Chairman, Chief Financial and
Administrative Officer and Treasurer
<PAGE> 19
SCHEDULE 1
EXISTING LITIGATION
This schedule is confidential and has been omitted.
<PAGE> 20
SCHEDULE 4
FIXED ASSETS HELD FOR SALE
This schedule is confidential and has been omitted.
<PAGE> 21
SCHEDULE 6
NATIONSBANK OF TEXAS, N.A.
901 Main Street
Dallas, Texas 75202
COMERICA BANK - TEXAS
1300 Northpark Center
Dallas, Texas 75225
BANK OF AMERICA TEXAS, N.A.
1925 West John Carpenter Freeway
Irving, Texas 75063
THE BANK OF TOKYO-MITSUBISHI, LTD.
3150 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
<PAGE> 22
SCHEDULE 7
<TABLE>
<CAPTION>
LENDER COMMITMENT SPECIFIED
------ ---------- ---------
PERCENTAGE
----------
<S> <C> <C>
NationsBank of Texas, N.A. $40,000,000 40.00%
Bank of America - Texas, N.A. $30,000,000 30.00%
Comerica Bank - Texas $15,000,000 15.00%
The Bank of Tokyo-Mitsubishi, Ltd. $15,000,000 15.00%
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 4,450
<SECURITIES> 0
<RECEIVABLES> 35,487
<ALLOWANCES> 730
<INVENTORY> 29,419
<CURRENT-ASSETS> 74,141
<PP&E> 185,841
<DEPRECIATION> 67,981
<TOTAL-ASSETS> 195,222
<CURRENT-LIABILITIES> 23,461
<BONDS> 37,700
0
0
<COMMON> 13,238
<OTHER-SE> 106,315
<TOTAL-LIABILITY-AND-EQUITY> 195,222
<SALES> 134,481
<TOTAL-REVENUES> 134,481
<CGS> 102,702
<TOTAL-COSTS> 119,891
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,373
<INCOME-PRETAX> 13,217
<INCOME-TAX> 4,875
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,342
<EPS-PRIMARY> .63
<EPS-DILUTED> .62
</TABLE>
