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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1995 COMMISSION FILE NUMBER 1-5341
ELCOR CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 75-1217920
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
14643 DALLAS PARKWAY 75240-8871
WELLINGTON CENTRE, SUITE 1000 (Zip Code)
DALLAS, TEXAS
(Address of principal
executive offices)
Registrant's telephone number, including area code: (214) 851-0500
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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Common Stock Par Value $1 Per Share The New York Stock Exchange
Rights to Purchase Series A Preferred Stock The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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(TITLE OF CLASS)
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
The aggregate market value of Common Stock held by nonaffiliates as of
September 5, 1995, was $155,758,728. This amount is based on the closing price
of the Registrant's Common Stock on The New York Stock Exchange on September 5,
1995. Shares of stock held by directors and officers of the Registrant as well
as shares allocated to such persons under the Employee Stock Ownership Plan of
the Registrant were not included in the above computation; however, the
Registrant has made no determination that such entities are "Affiliates" within
the meaning of Rule 405 under the Securities Act of 1933, as amended.
As of the close of business on September 5, 1995, the Registrant had
8,722,908 shares of Common Stock outstanding.
Documents incorporated by reference. Listed below are the documents, any
portion of which are incorporated by reference and the parts of this report into
which such portions are incorporated:
ELCOR CORPORATION 1995 ANNUAL REPORT TO SHAREHOLDERS
PROXY STATEMENT DATED SEPTEMBER 19, 1995
PARTS I THROUGH IV OF FORM 10-K
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PART I
Item 1. Business.
Elcor Corporation (Registrant), incorporated in 1965 as a Delaware
corporation, is a publicly held corporation headquartered in Dallas, Texas.
Shares of the Registrant's common stock are traded on the New York Stock
Exchange with the ticker symbol -- ELK.
Lines of Business.
Roofing Products
The Registrant, through Elk Corporation of Dallas and its subsidiaries
(Elk), is engaged in the manufacture and sale of premium laminated fiberglass
asphalt residential roofing products. Elk also manufactures and sells nonwoven
fiberglass mats for use as a substrate material in manufacturing asphalt
roofing products, and nonwoven mats for use in other industrial applications.
Elk is spending about $80 million over a three-year period to significantly
increase its manufacturing capacity for premium laminated fiberglass asphalt
shingles and nonwoven fiberglass mats. As of June 30, 1995, cumulative capital
expenditures for this expansion program have been approximately $54 million.
Elk's premium laminated fiberglass asphalt shingle manufacturing plants are
located in Tuscaloosa, Alabama, Ennis, Texas and a new plant in Shafter,
California was in start-up operations at the end of fiscal 1995. Capital
expenditures for the new plant are expected to be about $45 million. The new
plant has the potential to increase Elk's present capacity for manufacturing
premium laminated fiberglass asphalt shingles by more than 65%.
The major products manufactured at Elk's roofing plants are premium
laminated fiberglass asphalt shingles sold under its brand names: Prestique(R)
Plus, Prestique(R) I, Prestique(R) II and Capstone(R). Late in the first
quarter of fiscal 1995, Elk introduced Prestique premium laminated fiberglass
asphalt shingle product lines with the patented new enhanced High Definition(R)
and Raised Profile(TM) look. In addition, Elk also manufactures premium
fiberglass asphalt hip and ridge products: Seal-a-Ridge(R) and Z(R) ridge
brands.
Elk's roofing products are sold by employee sales personnel primarily to
non-owned distributors, delivery being made by common carrier or by customer
vehicles from the manufacturing plants. Elk's products are distributed in about
40 states with Texas, California and Florida representing the largest market
areas. The Roofing Products segment accounted for approximately 87% of
consolidated sales of the Registrant's in fiscal 1995. One customer, ABC Supply
Co. Inc., accounted for 11% of consolidated sales in fiscal 1995.
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Elk is constructing a major new fiberglass mat manufacturing facility,
which will be installed in parallel to its existing fiberglass mat
manufacturing facility at its Ennis, Texas plant. It will manufacture nonwoven
fiberglass mats for use as a roofing substrate material and for industrial
facer products. The new plant will have the potential to more than triple
present manufacturing capacity for nonwoven fiberglass mats. Capital
expenditures for the new plant addition are estimated to be about $35 million.
The new plant is scheduled to begin operations in the spring of 1996.
Elk's nonwoven fiberglass mats are used in the production of its premium
roofing products and are sold by employee sales personnel to other asphalt
roofing products manufacturers, manufacturers of construction and industrial
products which use such mats in their products, and to distributors of
industrial filtration products. Elk's nonwoven mats are shipped by common
carrier to its other roofing plants and to its customers' locations.
Industrial Products
The Registrant, through Chromium Corporation (Chromium), is engaged in the
remanufacture of diesel engine cylinder liners and tin plating of pistons,
including hard chrome plating of cylinder bores, primarily for the railroad,
marine, and stationary power industries; and hard chrome plating of original
equipment cylinder liners and tin plating of pistons for major domestic
locomotive manufacturers and stationary power equipment manufacturers. Chromium
is also engaged in electroless shielding of telecommunications, medical
electronic and other electronic equipment which is designed to control the level
of electromagnetic and radio frequency interference (EMI/RFI) emissions
generated by electronic components. Sales are generated by employee sales
personnel, with delivery made primarily by common carrier. Chromium's sales
accounted for 11% of consolidated sales of the Registrant in fiscal 1995.
Another unit of the Registrant, OEL, LTD., d/b/a Ortloff Engineers, Ltd.
(Ortloff), is engaged in providing patent licensing and engineering support
services and providing consulting engineering services to the oil and gas
production, gas processing and sulfur recovery industries. Ortloff licenses
patents owned by the Registrant for use in new or redesigned natural gas and
refinery gas processing facilities and utilizes technology licenses from others
and its own expertise in the performance of consulting engineering assignments.
Ortloff continues to develop and patent improved processes for natural gas
processing. Three new patent applications were filed in fiscal 1995 and work is
continuing on additional applications to be filed in fiscal 1996. These efforts
reflect Ortloff's commitment to continually update and advance its technological
position.
Patent license fees are calculated by standard formulas that take into
account both specific project criteria and market conditions, adjusted for
special conditions that exist in a project. Consulting engineering assignments
are performed under consulting services agreements at negotiated rates.
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Competitive Conditions.
Roofing Products
Even though the asphalt roofing products manufacturing business is highly
competitive, the Registrant believes that Elk is a leading manufacturer of
premium laminated fiberglass asphalt shingles. Elk has been able to compete
successfully with its competitors, some of which are larger in size and have
greater financial resources.
There are a number of major national and regional manufacturers marketing
their products in a portion or all of the market areas served by the
Registrant's plants. The Registrant competes primarily on the basis of product
quality, design, service and price.
Industrial Products
The Registrant believes that Chromium is the leading remanufacturer of
diesel engine cylinder liners and pistons for the railroad and marine
transportation industries and is the primary supplier of hard chrome plated
finishes for original equipment diesel engine cylinder liners to all of the
major domestic locomotive manufacturers. The Registrant believes it has smaller
competitors in the locomotive diesel engine cylinder liner remanufacturing
market. The Registrant also believes that Chromium is one of the leading hard
chrome platers of recycled and original equipment large bore cylinder liners for
stationary power applications. Chromium has achieved a leading position in these
markets through competition on the basis of product performance, quality,
service and price. The Registrant, through the Conductive Coatings Division of
Chromium, is engaged in electroless shielding of plastic enclosures for
telecommunications, medical electronic and other electronic equipment. The
Registrant believes the success of Chromium's Conductive Coatings Division in
becoming a qualified supplier for and obtaining orders from major
telecommunications, medical electronic and other electronic equipment
manufacturers will enable it to successfully compete in this market niche with
the potential of becoming a leader in the future.
The Registrant believes that it holds significant state-of-the-art patents
covering some of the most competitive processes for the separation of ethane and
heavier hydrocarbon liquids from refinery and natural gas streams. The
Registrant believes it has widely recognized expertise in the design and
operation of facilities for natural gas liquids recovery, sulfur recovery and
field processing of sour crude oil and natural gas production.
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Backlog.
Backlog was not significant, nor is it material, in the Registrant's
operations.
Raw Materials.
Roofing Products
In the asphalt roofing products manufacturing business, the significant raw
materials are ceramic coated granules, asphalt, glass fibers, resins and mineral
filler. All of these materials are presently available from several sources and
are in adequate supply. Historically, the Registrant has been able to pass some
of the higher raw material and transportation costs through to the customer.
Costs of asphalt and glass fibers increased during the latter half of fiscal
1995 resulting in reduced margins. The Company implemented three modest price
increases during the March through July 1995 period to offset the impact of
higher raw material costs.
Industrial Products
In the Registrant's business of hard chrome plating and remanufacturing
diesel engine cylinder liners and large bore cylinder liners, chromic acid is a
significant raw material which is presently available from a number of domestic
suppliers. The Registrant believes these domestic suppliers obtain the ore for
manufacturing chromic acid principally from sources outside the United States,
some of which are subject to political uncertainty. The Registrant has been
advised by its suppliers that they maintain substantial inventories of chromic
acid in order to minimize the potential effects of foreign interruption in ore
supply.
No raw materials are utilized in the Registrant's consulting engineering
and technology licensing business.
Patents, Licenses, Franchises and Concessions.
The Registrant holds certain patents, particularly in its consulting
engineering and licensing business, which are significant to its operations.
However, the Registrant does not believe that the loss of any one of these
patents or of any license, franchise or concession would have a material adverse
effect on the Registrant's overall business operations. The Registrant, through
its subsidiary, Elk Corporation of Dallas, is involved in litigation against GAF
Building Materials Corporation concerning design and utility patents covering
aspects of Elk's High Definition shingles. Refer to Item 3 "Legal Proceedings"
for a more detailed discussion of this matter.
Environmental Matters.
The Registrant and its subsidiaries are subject to federal, state and local
requirements regulating the discharge of materials into the environment, the
handling and disposal of solid and hazardous wastes, and protection of the
public health and the environment generally (collectively,
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Environmental Laws). Governmental authorities have the power to require
compliance with these Environmental Laws, and violators may be subject to civil
or criminal penalties, injunctions or both. Third parties may also have the
right to sue to enforce compliance and to require remediation of contamination.
The Registrant and its subsidiaries are also subject to Environmental Laws
that impose liability for the costs of cleaning up contamination resulting from
past spills, disposal, and other releases of hazardous substances. In
particular, an entity may be subject to liability under the Federal
Comprehensive Environmental Response, Compensation and Liability Act (CERCLA or
Superfund) and similar state laws that impose liability -- without a showing of
fault, negligence, or regulatory violations -- for the generation,
transportation or disposal of hazardous substances that have caused, or may
cause, environmental contamination. In addition, an entity could be liable for
cleanup of property it owns or operates even if it did not contribute to the
contamination of such property. From time to time, the Registrant or its
subsidiaries may incur such remediation and related costs at the company owned
plants and at certain offsite locations.
The Registrant anticipates that its subsidiaries will incur costs to comply
with Environmental Laws, including correcting existing non-compliance with such
laws and achieving compliance with anticipated future standards for air
emissions and reduction of waste streams. Such subsidiaries expend funds to
minimize the discharge of materials into the environment and to comply with
governmental regulations relating to the protection of the environment. Neither
these expenditures nor other activities initiated in compliance with
Environmental Laws is expected to have a material impact on the consolidated
financial position, net earnings or liquidity of the Company.
Persons Employed.
At June 30, 1995, the Registrant and its subsidiaries had 704 employees.
Extended Payment Terms.
In some years, the Registrant's roofing products business grants extended
payment terms to certain customers for some product shipments during the late
winter and early spring months, with payment due during the summer months. As of
June 30, 1995, $884,000 in receivables relating to such shipments were
outstanding, with payments due primarily in July 1995.
Seasonal Business.
The Registrant's industrial products businesses are substantially
nonseasonal. However, the Registrant's roofing products manufacturing business
is seasonal to the extent that cold, wet or icy weather conditions during the
late fall and winter months in its marketing area typically cause sales to
decrease during such periods. Working capital requirements and related
borrowings fluctuate during the year because of seasonality. Generally, working
capital requirements and borrowings are higher in the spring and summer months,
and lower in the fall and winter months.
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Information as to Lines of Business and Industry Segments.
For Lines of Business Information and Financial Information by Company
Segments, see the tables under such captions on pages 13 and 24, respectively,
in the Registrant's 1995 Annual Report to Shareholders. The information in such
tables is incorporated herein by reference.
Executive Officers of the Registrant.
Certain information concerning the Registrant's executive officers is set
forth below:
Period Age as of
Served as Sept. 1,
Name Title Officer 1995
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Roy E. Campbell Chairman of the Board, Chief Executive Officer 30 years 69
and President of Elcor Corporation; Director of
all subsidiaries and Chairman of certain
subsidiaries
Richard J. Rosebery Executive Vice President, Treasurer, Chief 20 years 60
Administrative and Financial Officer of Elcor
Corporation; Officer of all subsidiaries and
President and/or Director of certain subsidiaries
Harold K. Work Executive Vice President of Elcor Corporation; 13 years 62
Chief Executive Officer, President and Director
of Elk Corporation of Dallas, a subsidiary, and
Director and Officer of its subsidiaries
James L. Dow II Vice President, General Counsel and Secretary of 3 years 40
Elcor Corporation; Officer of all subsidiaries.
Mr. Dow has resigned all positions effective July
16, 1995.
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David G. Sisler Vice President, General Counsel and Secretary of -- 37
Elcor Corporation; Officer of all subsidiaries
(effective August 14, 1995)
Leonard R. Harral Vice President and Chief Accounting Officer of 2 years 43
Elcor Corporation
James J. Waibel Vice President Administration of Elcor 2 years 51
Corporation
All of the executive officers except Mr. Dow and Mr. Sisler have been
employed by the Registrant or its subsidiaries in responsible management
positions for more than the past five years. In October 1993, Mr. Rosebery and
Mr. Work were elected as Executive Vice Presidents of the Registrant. Previously
Mr. Rosebery was Vice President, Treasurer and Chief Financial Officer. Mr. Work
was Vice President. Also in October 1993, Mr. Harral and Mr. Waibel were elected
as Vice Presidents. Previously Mr. Harral was Chief Accounting Officer and Mr.
Waibel was Assistant Vice President Administration.
Mr. Dow was previously employed by Kaneb Services, Inc. as Counsel and
Assistant Secretary. He served in that capacity from 1990 until he joined the
Registrant on February 1, 1992. Mr. Dow resigned from all positions effective
July 16, 1995.
On August 14, 1995, Mr. Sisler was appointed by the Board of Directors as
Vice President, General Counsel and Secretary of the Registrant. Mr. Sisler was
employed by Central and South West Corporation as a Senior Attorney from 1993 to
1995 and as an Attorney from 1991 to 1993. From 1989 to 1991, Mr. Sisler was
employed by Johnson & Gibbs, a private law firm. Mr. Sisler's responsibilities
included corporate, securities and other business legal matters in several
industries.
Officers are elected annually by the Board of Directors.
Item 2. Properties.
All significant facilities are owned and unencumbered except as discussed
herein and under the caption "Notes to Consolidated Financial Statements" under
the heading "Long-Term Debt" on page 22 of the Registrant's 1995 Annual Report
to Shareholders.
Roofing Products
Asphalt roofing products are manufactured at plants located at Tuscaloosa,
Alabama and Ennis, Texas with a new plant at Shafter, California in start-up
operations. Fiberglass mat, industrial nonwoven and reinforcement products are
manufactured at a plant located at Ennis, Texas. A new plant at the Ennis, Texas
facility to manufacture nonwoven fiberglass substrate materials and
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industrial facer products for the construction industry is under construction.
This plant is scheduled to begin operations in the spring of 1996.
Administrative offices for the asphalt roofing products operations are
located in the same leased facility as the Registrant's corporate offices in
Dallas, Texas.
Industrial Products
Plants for the hard chrome plating of original equipment and remanufactured
diesel engine cylinder liners and related equipment are located in Cleveland,
Ohio and Lufkin, Texas. The Conductive Coatings Division's EMI/RFI shielding
facility is located at the Lufkin, Texas plant. Administrative offices are
located in the same leased facility as the Registrant's corporate offices in
Dallas, Texas.
The engineering and licensing group is located in leased offices in
Midland, Texas.
Corporate Offices
The Registrant's corporate headquarters are located in leased offices in
Dallas, Texas.
In addition, the Registrant or its subsidiaries owns the following
properties which are being held for sale or lease:
(a) Former concrete roof tile plants in North Miami, Boca Raton and Pompano
Beach, Florida. The Boca Raton and Pompano Beach plants have been
leased for a term of 50 years with an option to purchase through July
10, 1996. The North Miami facility is being held for sale.
(b) Land and buildings in Waco, Texas, formerly used in the solid waste
baler manufacturing business.
(c) Land in Tulsa, Oklahoma, purchased for use by the former engineering
and construction business.
(d) Land and buildings in Midland, Texas, formerly used in the engineering
and construction business.
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Item 3. Legal Proceedings.
GAF Patent Litigation
In February 1994, Elk Corporation of Dallas (Elk of Dallas) was granted a
design patent covering the ornamental aspects of its High Definition(R) and
Raised Profile(TM) shingles. In December 1994, Elk of Dallas was granted a
utility patent on the functional aspects of the High Definition and Raised
Profile shingles. Elk of Dallas filed lawsuits in federal court in Dallas,
Texas, against GAF Building Materials Corporation and related entities
(collectively, GAF) for infringement of these patents. Elk of Dallas contends
that the GAF Timberline(R) Natural Shadow(TM) and Timberline Ultra(R) Natural
Shadow(TM) shingles infringe the patents. In the design patent case, Elk of
Dallas seeks to recover as damages the total profit that GAF has made from the
infringing shingles. In the utility patent case, Elk of Dallas seeks to recover
as damages a reasonable royalty on GAF's sales of infringing shingles and
certain lost profits. Elk of Dallas in its actions has also sought to enjoin
GAF from making or selling infringing shingles. In the design patent case, GAF
filed a motion to bifurcate the issue of liability from that of damages. On
August 21, 1995, the court denied GAF's motion.
GAF seeks a declaratory judgement that the Elk patents are not infringed
and are either invalid or unenforceable. GAF has also asserted claims for
alleged unfair competition, Lanham Act violations based on alleged false
advertising, and common law fraud, generally praying for damages of not less
than $25 million, including actual and punitive damages, plus interest, costs,
and reasonable attorneys' fees. Elk of Dallas disputes GAF's claims, and
management intends vigorously to defend them.
The parties are engaged in discovery and pretrial motion practice. The
design patent case is set for trial on May 6, 1996. The utility patent case is
set for trial on September 16, 1996. Management believes Elk's position is
meritorious and intends vigorously to enforce its intellectual property rights.
No assurances regarding the outcome of these cases may be given, but their
outcome is not expected to have a material adverse effect on the Registrant's
results of operations, financial position, or liquidity.
Frontier Chemical Site
Certain facilities of the Registrant's subsidiaries ship waste products to
various waste disposal facilities for disposal. In May 1993, Chromium received a
Notification Letter from the United States Environmental Protection Agency
(USEPA) informing Chromium that USEPA had reason to believe that Chromium was a
Potentially Responsible Party (PRP) under the Comprehensive Environmental
Response, Compensation and Liability Act (CERCLA) at the Frontier Chemical Royal
Avenue Site (Site), a state-permitted waste processing and management facility
located on 9.7 acres in Niagara Falls, New York. After receiving shipments from
PRP's, the facility was closed by state regulators leaving all products shipped
there on-site. USEPA identified 438 generators, including Chromium,
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as being responsible for Phase I of the response action. Phase I involved
primarily the removal of 4,086 drums from the Site. Chromium is alleged to have
sent 96 drums of waste to the Site.
In September 1993, Chromium entered into an Administrative Order on Consent
with USEPA without admitting any liability or USEPA findings or determinations.
Chromium agreed along with the other parties to the order to perform Phase I
response activities at the Site and to reimburse USEPA for response costs
incurred by USEPA at the Site. All of the PRP drums were removed from the
Frontier Chemical Royal Avenue Site. The work was concluded in May 1994 and the
PRP group of which Chromium was a part filed its final report on May 30, 1995.
Chromium was assessed a total of $109,250 under the final assessment dated July
7, 1995, an additional amount of approximately $21,000 above what it had already
paid. The assessment was based on an estimated total cost of approximately $4
million. Chromium's total obligation cannot be calculated until its PRP group
can determine what portion of its assessments are uncollectible.
Phase II of the response action involves the removal of waste from process
tanks at the Site. USEPA has issued Notice Letters to additional PRPs for Phase
II. To date, the Company has not been named as a PRP in Phase II. Estimated
costs have been provided for Phase II but have not been provided for any
additional phases of cleanup.
Management of the Company believes that the final disposition of this
matter will not have a material adverse effect on the consolidated results of
operations, financial position, or liquidity of the Registrant.
Chromium/TWC Settlement
In October 1991, the Texas Water Commission ("TWC") sent Chromium a Notice
of Executive Director's Preliminary Report and Petition for a TWC Order
Assessing administrative Penalties and Requiring Certain Actions of Chromium
(the "Petition"). This Petition alleged several violations of TWC rules and
recommended that Chromium be assessed $134,800 in penalties and ordered to
perform technical, procedural, assessment and remedial activities at Chromium's
Lufkin, Texas facility only ("Technical Recommendations"). Chromium timely
answered this notice and negotiated an Agreed Order in settlement of this case,
which the Commission executed on May 19, 1993. Under the Agreed Order, $74,800
of Chromium's penalties will be deferred and forgiven contingent on completion
of the Technical Recommendations. The remaining $60,000 penalty is being paid in
installments over a three year period. Chromium already has complied with many
of the Technical Recommendations, and, working with the Texas Natural Resource
Conservation Commission ("TNRCC"), TWC's successor, will implement the remainder
on a schedule set forth in the Agreed Order.
Management believes that this settlement will not have a material adverse
effect on the consolidated results of operations, financial position, or
liquidity of the Registrant.
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Other
There are various other lawsuits and claims pending against the Registrant
and its subsidiaries arising in the ordinary course of their business. In the
opinion of the Registrant's management based in part on advice of counsel, none
of these actions should have a material adverse effect on the Registrant's
consolidated results of operations, financial position, or liquidity.
Item 4. Submission of Matters to a Vote of Security Holders.
Inapplicable.
PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder
Matters.
The principal market on which the Registrant's Common Stock is traded is
the New York Stock Exchange. The Boston, Midwest, Philadelphia and Toronto Stock
Exchanges have granted unlisted trading privileges for the Registrant's Common
Stock. There were 1,204 holders of record of the Registrant's Common Stock at
September 5, 1995.
The remaining information required by this item is incorporated by
reference to the information under the caption "Stock Prices" on page 1 of the
Registrant's 1995 Annual Report to Shareholders. No cash dividends were paid in
fiscal 1995 or 1994. The limitations affecting the future payment of dividends
by Registrant, imposed as a part of the Registrant's revolving credit agreement,
are discussed under the caption "Notes to Consolidated Financial Statements"
under the heading "Long-Term Debt" on page 22 of the Registrant's 1995 Annual
Report to Shareholders.
Item 6. Selected Financial Data.
The information required by this item is incorporated herein by reference
to the information under the caption "Five-Year Summary of Selected Financial
Data" on page 16 of the Registrant's 1995 Annual Report to Shareholders.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The information required by this item is incorporated herein by reference
to the information under the caption "Management's Discussion and Analysis of
the Results of Operations and Financial Condition" on pages 14 and 15 of the
Registrant's 1995 Annual Report to Shareholders.
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Item 8. Financial Statements and Supplementary Data.
The information required by this item is incorporated herein by reference
to the information under the caption "Quarterly Summary of Operations" and the
financial statements and notes thereto on page 13 and pages 18 through 24,
respectively, of Registrant's 1995 Annual Report to Shareholders.
Item 9. Disagreements on Accounting and Financial Disclosure.
The Registrant has retained its independent public accountants for over 25
years. There have been no disagreements with the independent public accountants
on accounting or financial disclosure matters.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Information concerning the Directors of the Registrant required by this
item is incorporated herein by reference to the material under the caption
"Election of Directors" on page 4 of the Registrant's Proxy Statement dated
September 19, 1995. Information concerning the Executive Officers of the
Registrant is contained in Item 1 of this report under the caption "Executive
Officers of the Registrant."
Item 11. Executive Compensation.
The information required by this item is incorporated herein by reference
to the information under the caption "Executive Compensation" on pages 6 through
13 of the Registrant's Proxy Statement dated September 19, 1995.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information required by this item is incorporated herein by reference
to the information under the caption "Stock Ownership" on pages 2 and 3 of the
Registrant's Proxy Statement dated September 19, 1995. The referenced
information was provided as of September 5, 1995. Registrant is aware of no
material change since such date in the beneficial ownership of any officer,
director or beneficial owner of five percent of any class of its voting stock.
Item 13. Certain Relationships and Related Transactions.
There are no reportable transactions, business relationships or
indebtedness between the Registrant and any covered party.
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PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a)1. Financial Statements
The financial statements and notes thereto, together with the report
of independent public accountants dated August 14, 1995, appearing on pages
17 through 24 of the Registrant's 1995 Annual Report to Shareholders, are
incorporated herein by reference. With the exception of such information
and other information incorporated herein by reference, the 1995 Annual
Report to Shareholders is furnished for the information of the Commission
and is not to be deemed filed as part of this report. Such financial
statements include:
-- Report of Independent Public Accountants;
-- Consolidated Statement of Operations, years ended June 30,
1995, 1994, and 1993;
-- Consolidated Balance Sheet, years ended June 30, 1995 and
1994;
-- Consolidated Statement of Cash Flows, years ended June 30,
1995, 1994, and 1993;
-- Consolidated Statement of Shareholders' Equity, years ended
June 30, 1995, 1994, and 1993;
-- Summary of Significant Accounting Policies; and
-- Notes to Consolidated Financial Statements.
2. Financial Statement Schedule for the Years Ended June 30, 1995, 1994, and
1993
PAGE
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Report on Financial Statement Schedule by Independent Public
Accountants......................................................... 17
Schedule II -- Consolidated Valuation and Qualifying Accounts......... 18
All other schedules are omitted because they are not applicable, or
not required, or because the required information is included in the
consolidated financial statements or notes thereto.
(b) Reports on Form 8-K
There were no Form 8-K's filed by the Registrant during the fourth
quarter of the fiscal year ended June 30, 1995.
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(c) Exhibits
**3.1 The Articles of Incorporation of the Registrant.
***3.2 Amended and Restated Bylaws of the Registrant.
****4.6 Loan Agreement dated September 29, 1993 among Elcor Corporation, Certain
Lenders, NationsBank of Texas, N.A., as Issuer, and NationsBank of Texas,
N.A., as Administrative Lender.
*****4.7 First Amendment dated October 31, 1994 to Loan Agreement dated September
29, 1993 among Elcor Corporation, NationsBank of Texas, N.A., as Issuer,
and NationsBank of Texas, N.A., as Administrative Lender.
*11 Computation of Income Per Common and Common Equivalent Share.
*13 1995 Annual Report to Shareholders of the Registrant.
*21 Subsidiaries of the Registrant.
*23 Consent of Independent Public Accountants.
*27 Financial Data Schedule
- ---------------
* Filed herewith.
** Incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report
on Form 1O-K for the year ended June 30, 1994.
*** Incorporated by reference to Exhibit 3 to the Registrant's Annual Report
on Form 1O-K for the year ended June 30, 1981 and to Exhibit 3.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended December
31, 1988 originally filed with the Securities and Exchange Commission on
February 11, 1989.
**** Incorporated by reference to the Registrant's Quarterly Report on Form
1O-Q for the quarter ended September 30, 1993.
***** Incorporated by reference to the Registrant's Quarterly Report on Form
1O-Q for the quarter ended September 30, 1994.
14
16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
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
By /s/ Richard J. Rosebery
Richard J. Rosebery
Executive Vice President,
Treasurer, Chief Administrative
and Financial Officer
By /s/ Leonard R. Harral
Leonard R. Harral
Vice President and Chief
Accounting Officer
15
17
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below in multiple counterparts by the following persons
on behalf of the Registrant and in the capacities and on the date indicated.
Signature Title Date
- ----------------------------------------------- ------------------------- -------------------
/s/ Roy E. Campbell Chairman of the Board, September 25, 1995
Roy E. Campbell President, Chief
Executive Officer
/s/ F. H. Callaway Director September 25, 1995
F. H. Callaway
/s/ James E. Hall Director September 25, 1995
James E. Hall
/s/ Robert M. Leibrock Director September 25, 1995
Robert M. Leibrock
/s/ W. F. Ortloff Director September 25, 1995
W. F. Ortloff
/s/ Phil Simpson Director September 25, 1995
Phil Simpson
/s/ Richard J. Rosebery Executive Vice President, September 25, 1995
Richard J. Rosebery Treasurer, Chief
Administrative and
Financial Officer
/s/ Leonard R. Harral Vice President and Chief September 25, 1995
Leonard R. Harral Accounting Officer
16
18
REPORT OF INDEPENDENT PUBLIC ACCOUNTANT
ON SUPPLEMENTAL SCHEDULE
To the Shareholders and Board of Directors of Elcor Corporation:
We have audited, in accordance with generally accepted auditing standards,
the consolidated financial statements included in Elcor Corporation's annual
report to shareholders incorporated by reference in this Form 10-K and have
issued our report thereon dated August 14, 1995. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The
Supplemental Schedule II is the responsibility of the Company's management and
is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Dallas, Texas
August 14, 1995
17
19
SCHEDULE II
(in thousands)
ELCOR CORPORATION AND SUBSIDIARIES
SCHEDULE II -- CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED JUNE 30, 1995, 1994, AND 1993
Column A Column B Column C Column D Column E
- ---------------------------------------- ---------- ------------------- ---------------- ----------
Additions Deductions
------------------- ----------------
Balance at Charged to For Purposes For Balance at
Beginning Costs and Which Reserves End
Description of Period Expenses Other Were Created of Period
- ---------------------------------------- ---------- ---------- ----- ---------------- ----------
YEAR ENDED JUNE 30, 1995
CONSOLIDATED:
Allowance for doubtful accounts $610 $ (146) $-- $ (158) $306
==== ===== ==== ===== ====
Allowance for inventory obsolescence $323 $ 33 $-- $ -- $356
==== ===== ==== ===== ====
YEAR ENDED JUNE 30, 1994
CONSOLIDATED:
Allowance for doubtful accounts $898 $ 84 $-- $ (372) $610
==== ===== ==== ===== ====
Allowance for inventory obsolescence $247 $ 71 $-- $ (5) $323
==== ===== ==== ===== ====
YEAR ENDED JUNE 30, 1993
CONSOLIDATED:
Allowance for doubtful $963 $ 182 $-- $ (247) $898
==== ===== ==== ===== ====
Allowance for inventory obsolescence $174 $ 73 $-- $ -- $247
==== ===== ==== ===== ====
18
20
Index to Exhibits
**3.1 The Articles of Incorporation of the Registrant.
***3.2 Amended and Restated Bylaws of the Registrant.
****4.6 Loan Agreement dated September 29, 1993 among Elcor Corporation, Certain
Lenders, NationsBank of Texas, N.A., as Issuer, and NationsBank of Texas,
N.A., as Administrative Lender.
*****4.7 First Amendment dated October 31, 1994 to Loan Agreement dated September
29, 1993 among Elcor Corporation, NationsBank of Texas, N.A., as Issuer,
and NationsBank of Texas, N.A., as Administrative Lender.
*11 Computation of Income Per Common and Common Equivalent Share.
*13 1995 Annual Report to Shareholders of the Registrant.
*21 Subsidiaries of the Registrant.
*23 Consent of Independent Public Accountants.
*27 Financial Data Schedule
- ---------------
* Filed herewith.
** Incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report
on Form 1O-K for the year ended June 30, 1994.
*** Incorporated by reference to Exhibit 3 to the Registrant's Annual Report
on Form 1O-K for the year ended June 30, 1981 and to Exhibit 3.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended December
31, 1988 originally filed with the Securities and Exchange Commission on
February 11, 1989.
**** Incorporated by reference to the Registrant's Quarterly Report on Form
1O-Q for the quarter ended September 30, 1993.
***** Incorporated by reference to the Registrant's Quarterly Report on Form
1O-Q for the quarter ended September 30, 1994.