-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DhyJDbHs9xh25b1eYGC9gLRieSpXc5SclU9uQVGXChUG6x0Yd1hCFTFv8EaXCYeg IBYM/LS2NuvslCopzU+yIQ== 0000950134-01-002180.txt : 20010316 0000950134-01-002180.hdr.sgml : 20010316 ACCESSION NUMBER: 0000950134-01-002180 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010315 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELCOR CORP CENTRAL INDEX KEY: 0000032017 STANDARD INDUSTRIAL CLASSIFICATION: ASPHALT PAVING & ROOFING MATERIALS [2950] IRS NUMBER: 751217920 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05341 FILM NUMBER: 1569591 BUSINESS ADDRESS: STREET 1: 14643 DALLAS PKWY STE 1000 STREET 2: WELLINGTON CTR CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9728510500 MAIL ADDRESS: STREET 1: WELLINGTON CENTRE STE 1000 STREET 2: 14643 DALLAS PKWY CITY: DALLAS STATE: TX ZIP: 75240-8871 FORMER COMPANY: FORMER CONFORMED NAME: ELCOR CHEMICAL CORP DATE OF NAME CHANGE: 19761119 8-K 1 d85088e8-k.txt FORM 8-K 1 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) March 15, 2001 ---------------- ELCOR CORPORATION ----------------- (Exact name of Registrant as specified in its charter) DELAWARE 1-5341 75-1217920 - ------------------------------ ---------------------- ------------------- (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 - -------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (972)851-0500 ------------- NOT APPLICABLE -------------- (Former name or former address, if changed since last report) 2 Item 5. Other Events Press Release On March 15, 2001, 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. 1 3 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, and its Quarterly Reports on Form 10-Q for the quarters ended September 30, 2000, and December 31, 2000, for further information about risks and uncertainties. 2 4 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 99.1 Press release dated March 15, 2001 of Elcor Corporation. 3 5 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: March 15, 2001 /s/ Richard J. Rosebery ------------------------------ ---------------------------------- Richard J. Rosebery Vice Chairman, Chief Financial and Administrative Officer /s/ Harold R. Beattie ---------------------------------- Harold R. Beattie Vice President Finance and Treasurer 6 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 Press release dated March 15, 2001 of Elcor Corporation.
EX-99.1 2 d85088ex99-1.txt PRESS RELEASE DATED MARCH 15, 2001 1 PRESS RELEASE TRADED: NYSE FOR IMMEDIATE RELEASE SYMBOL: ELK FOR FURTHER INFORMATION: Richard J. Rosebery Harold R. Beattie, Jr. Vice Chairman, Chief Financial Vice President, Finance and Administrative Officer and Treasurer (972) 851-0510 (972) 851-0523 CYBERSHIELD SEES SALES AND EARNINGS FOR SECOND HALF OF FISCAL 2001 BELOW EARLIER GUIDANCE DALLAS, TEXAS, March 15, 2001 . . . . Elcor Corporation reported today that fiscal year 2001 sales and earnings at its Cybershield unit will likely fall short of previous guidance. Richard J. Rosebery, Elcor's Vice Chairman, said, "Earlier guidance, based upon then current production requirements, envisioned that fiscal year 2001 sales and earnings of Cybershield would exceed the prior year by approximately one third, as the scheduled ramp-up of new cellular handset components, and other new products, was expected to provide significant sales and earnings momentum to the third and fourth quarters of the year ending June 30, 2001. "Recently, many of our telecom customers have significantly reduced their production requirements in response to an excess accumulation of inventories in distribution channels. This resulted from the recent slowdown in the wireless telecommunication market. We expect that production requirements could remain abnormally low for several months as distribution channel inventories are reduced to a more appropriate level in relation to demand. While we still expect a positive second half contribution from the production of new products, it is likely that the incremental contribution of new products will be temporarily offset by reduced production of all products. Looking ahead to the longer term, we remain optimistic that Cybershield's unique "one stop" platform of multiple shielding technologies, and related subassembly and decorative painting services, will result in strong sales growth driven by continued customer diversification, increasing sales content per unit, and a continued expansion of Cybershield's service capabilities," he concluded. Representing approximately 10% of Elcor's consolidated sales, Cybershield is the Western Hemisphere's leading supplier of shielded plastic components to the digital /more 2 PRESS RELEASE Elcor Corporation March 15, 2001 Page 2 wireless cellular telephone industry, and an important supplier of shielding solutions to the telecommunications infrastructure, computer, bar coding and medical electronics industries. Cybershield and its subsidiaries comprise Elcor's Electronics Manufacturing Services business segment. SAFE HARBOR PROVISIONS In accordance with the safe harbor provisions of the securities law regarding forward-looking statements, in addition to 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 ending June 30, 2000, and subsequent Forms 8-K and 10-Q. - - - - - - - - Elcor, through its subsidiaries, manufactures roofing products and industrial products, and provides electronics manufacturing services. 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; Myerstown, Pennsylvania; Dallas and Ennis, Texas. Its electronics manufacturing services facilities are located in Canton, Georgia; Dallas and Lufkin, Texas; and its industrial products facilities are located in Cleveland, Ohio and Midland, Texas. -----END PRIVACY-ENHANCED MESSAGE-----