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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) August 15, 2000
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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
Press Release
On August 14, 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 its trade dress litigation against
GAF Building Materials Corporation and certain affiliates, and its
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 digital
wireless cellular phone 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.
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Reference is made to the company's Annual Report on Form 10-K for the year ended
June 30, 1999, for further information about risks and uncertainties.
Item 7. Exhibits
27.1 Financial Data Schedule
99.1 Press release dated August 14, 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: August 15, 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
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
27.1 Financial Data Schedule
99.1 Press release dated August 14, 2000 of Elcor Corporation.
</TABLE>
