-----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, NTMum4AGsVcG3ioX950RIWpoOTB8NQOBe6/gT40PjstsP1x7+qe/MI/bdVDWAclf qa9SrUcUYpHqADeQBr3h9w== 0000950134-02-000672.txt : 20020414 0000950134-02-000672.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950134-02-000672 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020130 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020130 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: 1934 Act SEC FILE NUMBER: 001-05341 FILM NUMBER: 02521439 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 d93846e8-k.txt FORM 8-K 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) January 30, 2002 ---------------- 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 75254-8890 - -------------------------------------------- ---------- (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) Item 5. Other Events Press Release On January 29, 2002, 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 and insurance 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 energy, trucking and rail costs. Historically, the company has been able to pass some of the higher raw material, energy and transportation costs through to the customer. Should the company be unable to recover higher raw material, energy and/or transportation costs from price increases of its products, operating results could be adversely affected and/or lower than projected. 3. The company has been involved in a significant expansion plan over the past 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, or if demand for products produced at new plants does not meet current expectations, operating results could be adversely affected. 1 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, market demand is less than expected, 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. 2 Reference is made to the company's Annual Report on Form 10-K for the year ended June 30, 2001, and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 for further information about risks and uncertainties. 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 January 29, 2002 of Elcor Corporation. 3 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: January 30, 2002 /s/ Harold R. Beattie, Jr. ---------------------------- --------------------------- Harold R. Beattie, Jr. Vice President, Chief Financial Officer and Treasurer /s/ Leonard R. Harral Leonard R. Harral Vice President and Chief Accounting Officer 4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - -------------- ----------- EXHIBIT 99.1 Press Release dated January 29, 2002 of Elcor Corporation.
EX-99.1 3 d93846ex99-1.txt PRESS RELEASE DATED JANUARY 29, 2002 EXHIBIT 99.1 NEWS RELEASE - -------------------------------------------------------------------------------- [ELCOR CORPORATION LETTERHEAD] PRESS RELEASE TRADED: NYSE FOR IMMEDIATE RELEASE SYMBOL: ELK FOR FURTHER INFORMATION: Harold R. Beattie, Jr. Vice President, Chief Financial Officer and Treasurer (972) 851-0523 ELCOR'S CYBERSHIELD UNIT REPOSITIONS FOR IMPROVED RESULTS DALLAS, TEXAS, January 29, 2002 . . . . Elcor Corporation said today that its Cybershield subsidiary will close its manufacturing facility located in Canton, GA, and consolidate all activities of the Canton plant into Cybershield's Lufkin, TX manufacturing facility. Elcor also said that Cybershield's New Product Development Group, which is responsible for identifying and commercializing new applications for Cybershield's new proprietary metal patterning process, is moving into an expanded facility in Raleigh, NC. In connection with Cybershield's plant closure and consolidation, Elcor expects to record between $5 and $6 million of nonrecurring pre-tax expenses during the March 2002 quarter, inclusive of approximately $1.8 million of cash costs. Thomas D. Karol, Elcor's President and Chief Executive Officer, said, "We have concluded that current conditions and trends affecting our cellular handset business do not justify the continued operation of a two-plant manufacturing platform in North America. The closure of the Canton facility is expected to reduce Cybershield's fixed costs by approximately $2.4 million per year. After consolidation of manufacturing assets from the Canton plant, we estimate that Cybershield's Lufkin facility will be capable of supporting annual sales of up to $75-$100 million and adequately support our near term growth initiatives. New equipment related to the planned commercialization of Cybershield's proprietary metal patterning process is currently being installed at the Lufkin facility. "Our strategy to reposition Cybershield for success in the current environment is based upon three broad initiatives: (1) a reduction in the break-even sales point for Cybershield's North American operations; (2) the successful commercialization of Cybershield's proprietary process for applying highly-detailed metal patterns and circuitry to plastic electronic enclosures; and (3) the establishment of a manufacturing presence for Cybershield in Asia. PRESS RELEASE Elcor Corporation January 29, 2002 Page 2 "The cost reductions expected to result from the Canton plant closure substantially complete our first initiative. We are very encouraged by the level of market interest that has resulted from our initial market development efforts in the metal patterning area, and hope to have the capacity in place to produce metal patterning in commercial quantities as early as June 2002. And finally, we are currently devising a number of low-risk alternatives to enter the Asian market," he concluded. OTHER DEVELOPMENT In an unrelated development, Elcor expects to recognize approximately $5.9 million of nonrecurring pre-tax income during the March 2002 quarter as a result of a recent favorable cash settlement of a dispute between Elk and one of its vendors. CONFERENCE CALL Elcor will host a conference call today, Tuesday, January 29, 2002, at 4:00 p.m. Eastern time (3:00 p.m. Central time). Interested parties can participate in the conference call by dialing 913-981-5510 and providing confirmation code 520281. The conference call will also be broadcast live over the Internet with access through the Elcor Website at www.elcor.com (Investor Relations / Calls & Presentations) or by visiting www.prnewswire.com. 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," "hope," 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 PRESS RELEASE Elcor Corporation January 29, 2002 Page 3 limited to, its Form 10-K for the fiscal year ending June 30, 2001, and subsequent Forms 8-K and 10-Q. - - - - - - - - Elcor, through its subsidiaries, manufactures Elk brand roofing and building products, reconditions locomotive engine components, provides technology for gas processing, and metalizes plastic components for use in consumer electronic devices. 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 and building 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; its locomotive engine products facility is located in Cleveland, Ohio; and its gas processing technology operation is located in Midland, Texas. -----END PRIVACY-ENHANCED MESSAGE-----