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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) October 17, 2000
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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.)
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
Press Release
On October 16, 2000, the company issued a press release containing
"forward-looking statements" that involve risks and uncertainties about its
prospects for the future. 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," "plan," "project," "expect,"
"anticipate," "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. Such risks and uncertainties
include, but are not limited to, the following:
1. The company's roofing products business is substantially
non-cyclical, but can be affected by weather, 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
adversely affected and/or lower than projected.
3. The company plans to continue its significant expansion plan
over the next several years, including the construction of
new facilities. 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 electronics manufacturing
services and 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 Elk's defense of
purported class action lawsuits, 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. Although the company currently anticipates that most of its
needs for new capital in the near future will be met with
internally generated funds or borrowings under its available
credit facilities, significant increases in interest rates
could substantially affect its borrowing costs under its
existing loan facility, or its cost of alternative sources of
capital.
7. Each of the company's businesses, especially Cybershield's
shielding 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, or if its customers' plans and/or markets should
change significantly.
8. 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.
9. 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 ongoing 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, 2000, for further information about risks and uncertainties.
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Other Matters
The company may, from time to time, find that it has commented on non-public
information, including forward-looking information, to analysts. If that should
occur, the company may post disclosures at www.elcor.com that it deems
appropriate under Regulation F-D. No such disclosure, or similar information
filed or furnished by Form 8-K, should be deemed an admission that such
information is material to investors.
Item 7. Exhibits
27.1 Financial Data Schedule.
99.1 Press release dated October 16, 2000 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: October 17, 2000 /s/ Richard J. Rosebery
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Richard J. Rosebery
Vice Chairman, Chief Financial and
Administrative Officer
/s/ Leonard R. Harral
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Leonard R. Harral
Vice President and Chief
Accounting Officer
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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27.1 Financial Data Schedule
99.1 Press release dated October 16, 2000 of Elcor Corporation.
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