EXHIBIT (a)(1)(F)
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(including the Associated Series A Participating Preferred Stock Purchase Rights)
of
ELKCORP
at
$40.00 NET PER SHARE
by
BUILDING MATERIALS CORPORATION OF AMERICA
December 20, 2006
To the Participants in the ElkCorp Employee Stock Ownership Plan:
Building Materials Corporation of America, a Delaware corporation (including any successor thereto, the "Purchaser"), is offering to purchase all the outstanding shares of common stock, par value $1.00 per share (the "Shares"), of ElkCorp, a Delaware corporation (the "Company"), and the associated Series A Participating Preferred Stock purchase rights (the "Rights") at a price of $40.00 per share net to the seller in cash (subject to applicable withholding taxes), without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 20, 2006 (the "Offer to Purchase") and the related Letter of Transmittal (which together, as amended, supplemented or otherwise modified from time to time constitute the "Offer").
As a participant in the ElkCorp Employee Stock Ownership Plan (the "ESOP"), you are eligible to participate in this tender offer. A copy of the Offer to Purchase, the Letter of Transmittal, Trustee Direction Form, and other related materials are enclosed.
The purpose of the Offer is for the Purchaser to acquire control of, and ultimately all the Shares of, the Company. If the Offer is consummated, the Purchaser intends, as soon as practicable following the consummation of the Offer, to have the Company consummate a second step merger (the "Proposed Merger") with the Purchaser pursuant to which each then outstanding Share (other than Shares already beneficially owned by the Purchaser) would be converted into the right to receive an amount in cash per Share equal to the highest price per Share paid by the Purchaser pursuant to the Offer, without interest.
To assist with this offer, the Purchaser has engaged D. F. King & Co., Inc. to serve as the Information Agent. Representatives from the Information Agent may contact you by phone to make sure you have received the Offer to Purchase and related materials and to answer any questions you may have. If you need information or additional forms, please call the Information Agent at (212) 269-5550 or toll free at (888) 628-9011.
All shares tendered and not purchased will be returned at the Purchaser's expense as soon as practicable following the expiration date.
The Purchaser reserves the right (but will not be obligated), in its sole discretion, at any time and from time to time, to extend the period during which the Offer is open for any reason by giving oral or written notice of the extension to the Depositary (as defined in the Offer to Purchase) and by making a public announcement of the extension. During any extension, all Shares previously tendered and not
withdrawn will remain subject to the Offer and subject to the right of a tendering stockholder to withdraw Shares, as described in Section 4 of the Offer to Purchase.
A TENDER OF YOUR SHARES CAN BE MADE ONLY BY THE TRUSTEE AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER YOUR SHARES HELD BY THE TRUSTEE FOR YOUR ACCOUNT.
Accordingly, please use the attached "Trustee Direction Form" to instruct the Delaware Charter Guarantee & Trust Company, the Trustee, as to whether you wish the Trustee to tender any or all of the shares the Trustee holds for your account upon the terms and subject to the conditions described in the Offer to Purchase and the related Letter of Transmittal. However, if you hold shares outside of the ESOP and wish to tender those shares as well, then you need to complete the Letter of Transmittal according to its instructions. In either case, the Purchaser urges you to read the Offer to Purchase and Letter of Transmittal carefully before making any decision regarding the tender offer.
The Purchaser Calls Your Attention to the Following:
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In order to tender your shares held in your ESOP account in the offer, you must return this Trustee Direction Form to the Trustee by January 18, 2007 in order for the trustee to have sufficient time to process your direction and tender your shares. The offer will expire at 5:00 p.m., New York City time, on January 23, 2007, unless otherwise extended.
Very truly yours,
BUILDING MATERIALS CORPORATION OF AMERICA
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