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. 8) _______________ 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 toreceive
notices and communications on behalf of the person filingstatement)
| 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 beforethe commencement of a tender offer. |
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The purpose of this Amendment No. 8 is to amend and supplement Item 4 and Item 9 in the Solicitation/Recommendation Statement (the “Statement”) on Schedule 14D-9 previously filed by ElkCorp, a Delaware corporation, on January 19, 2007, as amended on January 19, 2007, January 22, 2007, January 23, 2007, January 30, 2007, January 31, 2007 and February 5, 2007 in respect of the tender offer commenced on January 18, 2007, by an affiliate of The Carlyle Group, and to add an additional exhibit and to revise the Exhibit Index accordingly.
| Item 4. | The Solicitation or Recommendation. | |
| Item 4 is hereby amended by adding the following as a new paragraph: | ||
| On February 9, 2007, ElkCorp and Building Materials Corporation of America (BMCA) issued a joint press release | ||
| announcing, among other things, that they have entered into a definitive agreement pursuant to which an affiliate of BMCA will amend its existing | ||
| offer to acquire all of the outstanding common stock of ElkCorp for $43.50 per share in cash. The definitive agreement with affiliates of BMCA | ||
| follows ElkCorp’s termination of its previous merger agreement with affiliates of The Carlyle Group. The joint press release is filed as Exhibit | ||
| (a)(29) hereto and is incorporated by reference herein. | ||
| Item 9. | Exhibits. | |
| Exhibit No. | Description | |
| (a)(29) | Joint press release issued by ElkCorp and Building Materials Corporation of America, dated February 9, 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 9, 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 9, 2007 |
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| INDEX OF EXHIBITS | ||
| Exhibit No. | Description | |
| (a)(29) | Joint press release issued by ElkCorp and Building Materials Corporation of America, dated February 9, 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 9, 2007) | ||
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