UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): April 11, 2005
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ElkCorp
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
1-5341 75-1217920
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(Commission File Number) (I.R.S. Employer Identification No.)
14911 Quorum Drive, Suite 600, Dallas, Texas 75254-1491
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(Address of principal executive offices)
(972) 851-0500
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (18 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (18 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
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Press Release
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On April 11, 2005, the company issued a press release updating its financial
outlook for the third fiscal quarter of 2005. A copy of the press release is
furnished as Exhibit 99.1 to this report. In accordance with the safe harbor
provisions of the securities law regarding forward-looking statements, the press
release 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 "optimistic,"
"vision," "outlook," "believe," "estimate," "potential," "forecast," "project,"
expect," "anticipate," "plan," "predict," "could," "should," "may," "likely," or
similar words that convey the uncertainty of future events or outcomes and
include the earnings outlook for the fiscal 2005 third quarter. These statements
are based on judgments the company believes are reasonable; however, ElkCorp's
actual results could differ materially from those discussed therein. 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, acts of God, war or
terrorism, as well as the other risks detailed in the press release, 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 ended June 30, 2004 and
Forms 10-Q for the fiscal quarters ended September 30, 2004 and December 31,
2004. ElkCorp undertakes no obligation to update or reuse publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Other Matters
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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.elkcorp.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 9.01 Financial Statements and Exhibits
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99.1 Press release dated April 11, 2005 of ElkCorp.
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.
ElkCorp
DATE: April 11, 2005 /s/ Gregory J. Fisher
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Gregory J. Fisher
Senior Vice President,
Chief Financial Officer and Controller
/s/ Leonard R. Harral
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Leonard R. Harral
Vice President, Chief Accounting Officer
and Treasurer
INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press release dated April 11, 2005 issued by ElkCorp