| UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| --------------------- |
| SCHEDULE 14D-9 |
| SOLICITATION/RECOMMENDATION STATEMENT UNDER |
| SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| (Amendment No. 1) |
| --------------------- |
| ELKCORP |
| (Name of Subject Company) |
| ELKCORP |
| (Name of Person Filing Statement) |
| --------------------- |
| Common Stock, Par Value $1.00 Per Share |
| (Title of Class of Securities) |
| 287456107 |
| (CUSIP Number of Class of Securities) |
| David G. Sisler |
| Senior Vice President, General Counsel and Secretary |
| ElkCorp |
| 14911 Quorum Drive, Suite 600 |
| Dallas, Texas 75254 |
| (972) 851-0500 |
| (Name, address and telephone number of person authorized to receive |
| notices and communications on behalf of the person filing statement) |
| --------------------- |
| WITH COPIES TO: |
| Mark Gordon, Esq. |
| Wachtell, Lipton, Rosen & Katz |
| 51 West 52nd Street |
| New York, New York 10019 |
| (212) 403-1000 |
¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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The purpose of this Amendment No. 1 is to amend and supplement Item 4, Item 8 and Item 9 in the Solicitation/Recommendation Statement (the “Statement”) on Schedule 14D-9 previously filed by ElkCorp, a Delaware corporation, on February 1, 2007 in respect of the tender offer commenced on January 18, 2007, by an affiliate of Building Materials Corporation of America, and to add additional exhibits and to revise the Exhibit Index accordingly.
Item 4. The Solicitation or Recommendation.
(b)(2)Background.
The discussion set forth in Item 4(b)(2) is hereby amended and supplemented by adding the following new paragraphs at the end thereof:
On February 2, 2007, the Company received notice that the BMCA Irrevocable Offer would be held open until 5 p.m. Dallas time on February 12, 2007. This notice was received following a request by the Dallas County Court on February 1, 2007 for additional time to prepare for and consider Plaintiff Wetzel’s request for a temporary injunction, which is set to be heard on February 9, 2007. The complete text of the notice is included herein as Exhibit (a)(8), and is incorporated by herein by reference.
On February 2, 2007, the Company issued a press release announcing the foregoing, which is included herein as Exhibit (a)(7), and is incorporated herein by reference.
Item 8. Additional Information to be Furnished.
The discussion set forth in Item 8(d) is hereby amended and supplemented by adding the following new paragraphs at the end thereof:
(d)Certain Litigation.
On February 1, 2007, the Dallas County Court requested additional time to prepare for and consider Plaintiff Wetzel’s request for a temporary injunction, which is set to be heard on February 9, 2007.
| Item 9. Exhibits | ||
| ||
| Exhibit No. | Description | |
| (a)(7) | Press release issued by ElkCorp, dated February 2, 2007 (incorporated by | |
| reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed | ||
| with the Securities and Exchange Commission on February 2, 2007) | ||
| ||
| (a)(8) | Letter, dated February 2, 2007, from BMCA Acquisition Inc., BMCA | |
| Acquisition Sub Inc. and Building Materials Corporation of America, to the | ||
| Special Committee of the Board of Directors of ElkCorp (incorporated by | ||
| reference to Exhibit (a)(1)(W) to Amendment No. 3 to Schedule TO of | ||
| BMCA Acquisition Inc. and BMCA Acquisition Sub Inc. filed with the | ||
| Securities and Exchange Commission on February 2, 2007) | ||
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| SIGNATURE |
After due inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct.
| ELKCORP |
| By: /s/ Thomas D. Karol |
| Name: Thomas D. Karol |
| Title: Chairman of the Board and |
| Chief Executive Officer |
| Dated: February 2, 2007 |
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| INDEX OF EXHIBITS |
| Exhibit No. | Description | |
| (a)(7) | Press release issued by ElkCorp, dated February 2, 2007 (incorporated by | |
| reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed | ||
| with the Securities and Exchange Commission on February 2, 2007) | ||
| ||
| (a)(8) | Letter, dated February 2, 2007, from BMCA Acquisition Inc., BMCA | |
| Acquisition Sub Inc. and Building Materials Corporation of America, to the | ||
| Special Committee of the Board of Directors of ElkCorp (incorporated by | ||
| reference to Exhibit (a)(1)(W) to Amendment No. 3 to Schedule TO of | ||
| BMCA Acquisition Inc. and BMCA Acquisition Sub Inc. filed with the | ||
| Securities and Exchange Commission on February 2, 2007) | ||
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