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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) June 28, 1999
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ELCOR CORPORATION
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(Exact name of Registrant as specified in its charter)
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.)
14643 DALLAS PARKWAY
SUITE 1000, WELLINGTON CENTRE, DALLAS, TEXAS 75240-8871
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972)851-0500
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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 28, 1999, 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.
The above press release contains "forward-looking statements" about its
prospects for the future, and from time to time the company may make others.
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. Further,
changes in building codes and other standards from time to time can
cause changes in demand, or increases in costs that may not be passed
through to customers.
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/or transportation costs from
price increases of its products, operating results could be lower than
projected.
3. During fiscal 1997, the company completed the construction of a plant
at the company's Ennis, Texas facility to manufacture nonwoven
fiberglass roofing mats and other mats for a variety of industrial
uses. The company also expects to make about $125 million in new
investments to expand capacity and improve productivity at existing
plants and to build new plants over a three year period beginning in
fiscal 1999. Progress in achieving anticipated operating efficiencies
and financial results is difficult to predict for new plant
facilities. If such progress is slower than anticipated, if
substantial cost overruns occur in building new plants, or if demand
for products produced at new plants does not meet current
expectations, operating results could be adversely affected.
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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.
6. Even with fully developed action and contingency plans for Year 2000
readiness, it is possible that the company will not achieve full
internal readiness. Further, the company's business may be adversely
affected by external Year 2000 disruption that the company is not in
position to control, including but not limited to potential
disruptions in power and other energy supplies, telecommunications or
other infrastructure, potential disruptions in transportation and the
supply of raw materials, and potential disruptions in financial and
banking systems. Year 2000 problems therefore could result in
unanticipated expenses or liabilities, production or disruption delays
or other adverse effects on the company.
7. Although the company currently anticipates that most of its needs for
new capital in the near future will be met with internally generated
funds, significant increases in interest rates could substantially
affect its borrowing costs under its existing loan facility, or its
cost of alternative sources of capital.
8. Each of the company's businesses, especially its Conductive Coatings
Division's business, is subject to the risks of technological changes
that could affect the demand for or the relative cost of the company's
products and services, or the method and profitability of the method
of distribution or delivery of such products and services. In
addition, the company's businesses each could suffer significant
setbacks in revenues and operating income if it lost one or more of
its largest customers.
9. Although the company insures itself against physical loss to its
manufacturing facilities, including business interruption losses,
natural or other disasters and accidents, including but not limited to
fire, earthquake, damaging winds and explosions, operating results
could be adversely affected if any of its manufacturing facilities
became inoperable for an extended period of time due to such events.
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10. Each of the company's businesses is actively involved in the
development of new products, processes and services which are expected
to contribute to the company's long-term growth and earnings. If such
development activities are not successful, or the company cannot
provide the requisite financial and other resources to successfully
commercialize such developments, the growth of future sales and
earnings may be adversely affected.
Parties are cautioned not to rely on any such forward-looking beliefs or
judgments in making investment decisions.
Reference is made to the company's Annual Report on Form 10-K for the year ended
June 30, 1998, for further information about risks and uncertainties.
Item 7. Exhibits
99.1 Press release dated June 28, 1999 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 28, 1999 /s/ Richard J. Rosebery
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Richard J. Rosebery
Vice Chairman, Chief Financial and
Administrative 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
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
99.1 Press Release dated June 28, 1999 of Elcor
Corporation.
</TABLE>
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EXHIBIT 99.1
Press Release dated June 28, 1999
of Elcor Corporation.
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FOR FURTHER INFORMATION: TRADED: NYSE
SYMBOL: ELK
Richard J. Rosebery, Vice Chairman,
Chief Financial and Administrative Officer,
and Treasurer
(972) 851-0510
PRESS RELEASE
FOR IMMEDIATE RELEASE
ELCOR DECLARES 3-FOR-2 STOCK SPLIT AND DIVIDEND INCREASE
DALLAS, TEXAS, June 28, 1999 . . . . Elcor Corporation (NYSE: ELK) announced
that its Board of Directors today declared a 3-for-2 stock split of its common
shares in the form of a 50% stock dividend and a 7% increase in the cash
dividend.
Both the stock dividend, in the form of one additional share of common stock for
each two shares owned as of the record date, and a $.075 per share regular
quarterly cash dividend on the pre-split shares will be payable on August 11,
1999, to shareholders of record July 15, 1999. The company said that cash will
be paid in lieu of fractional shares.
Commenting on the Board's action, Harold K. Work, Elcor's Chairman, President
and Chief Executive Officer, said, "We are pleased to reward our current
shareholders for their support during the last several years when we have moved
to improve our strategic leadership positions in both the Roofing Products and
Industrial Products business segments. We believe the significant increase in
shareholder value during this period also reflects investors' confidence in
management's execution
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PRESS RELEASE
Elcor Corporation Quarterly Results
June 28, 1999
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of a growth strategy which has more than doubled earnings per share over the
last two years, before a change in accounting principle."
Work noted that the Board's dividend action raised the pre-split annualized
dividend rate from $.28 per share to $.30 per share. Also, the stock dividend
will result in a 50% increase in the number of shares outstanding and is not
dependent upon shareholder approval. As of June 28, 1999, the company had 13
million shares outstanding.
In closing, Work said, "We expect growing demand for Elk's patented Enhanced
High Definition(R) and Raised Profile(TM) Prestique premium laminated fiberglass
asphalt shingles and for our Compushield(TM) Conductive Coatings products to
substantially boost fourth quarter 1999 sales and earnings. Looking ahead to the
longer term, we believe the investments we have made already and are continuing
to make provide Elcor with the potential to more than double fiscal 1998
earnings of $1.36 per share over the next three fiscal years and to continue
strong growth in the new millennium.
SAFE HARBOR PROVISIONS
In accordance with the 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, transportation costs, 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 10-K for the
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fiscal year ended June 30, 1998, Forms 10Q for the fiscal 1999 quarters ending
September 30, 1998, December 31, 1998, and March 31, 1999, and its Form 8-K
dated June 28, 1999.
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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 Canton, Georgia; Cleveland, Ohio; Dallas, Lufkin, and Midland, Texas.
