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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) September 8, 1999
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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)
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 September 8, 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
$137 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 2000. 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 Cybershield's
conductive coatings 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 September 8, 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: September 8, 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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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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99.1 Press release dated September 8, 1999 of Elcor Corporation.
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[ELCOR LETTERHEAD]
EXHIBIT 99.1
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 ANNOUNCES ORDERS FOR ERICSSON DIGITAL CELLULAR PHONES
DALLAS, TEXAS, September 8, 1999 . . . . Elcor Corporation today announced that
its Cybershield subsidiary has received production tooling orders for Ericsson
digital wireless cellular phones.
Richard J. Rosebery, Vice Chairman of Elcor and Chairman of Cybershield, said,
"Ericsson has selected Cybershield as a prime contractor for high-volume
production of selected current and future models of Ericsson's digital wireless
cellular phones. Production of selected current models will begin this fall and
production of selected future models will begin this winter. We look forward to
becoming an important member of Ericsson's supply chain management team.
"Cybershield will employ several different shielding and decorative products in
the production of the Ericsson cellular phone units. Ericsson's requirements
will be produced at Cybershield's new Canton, Georgia facility. We expect to
expand these facilities as necessary to accommodate the growing volume of
production for Ericsson and our other customers.
"Cybershield is our new corporate identity for Elcor's high-growth/high-tech
shielding business that has become the Western Hemisphere's leading supplier of
electroless shielding for plastic components used in digital wireless cellular
telephones. In fiscal 1999, Cybershield supplied shielding products for over 20
million digital wireless cellular phones, and we expect that demand could more
than double in fiscal 2000. Our shielding products reduce the emission of
electromagnetic and radio frequency interference given off by microchips and
electronic components to levels equal to or less than those required by the FCC.
Rapidly expanding technology is driving strong demand for Cybershield shielding
products because they provide superior shielding effectiveness at the higher
frequencies used to achieve faster microchip speeds.
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PRESS RELEASE
Elcor Corporation
September 8, 1999
Page 2
"Cybershield's important telecommunications customers also include Nokia,
Motorola, Lucent Technologies, AT&T, NEC, and Denso. Cybershield has earned the
leadership position in the high-growth/high-tech digital wireless cellular phone
market by consistently supplying superior quality products, making deliveries on
time and quickly responding to customers' needs with innovative technical
solutions that frequently enhance performance of their products," he concluded.
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. The statements that are not historical facts are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements usually are accompanied by words
such as "outlook," "believe," "estimate," "potential," "project," "expect,"
"anticipate," "plan," "predict," "could," "should," "may," or similar words that
convey the uncertainty of future events or outcomes. These statements are based
on judgments the company believes are reasonable; however, 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 fiscal year ended
June 30, 1998, Forms 10-Q for the fiscal 1999 quarters ending September 30,
1998, December 31, 1998, and March 31, 1999, and its Forms 8-K dated August 17,
1999, and September 8, 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 currently are located in Tuscaloosa,
Alabama; Shafter, California; Dallas and Ennis, Texas; and a new facility will
be located in Myerstown, Pennsylvania. Its industrial products facilities are
located in Canton, Georgia; Cleveland, Ohio; Dallas, Lufkin, and Midland, Texas.
