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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 1-4033
VULCAN MATERIALS COMPANY
(Exact name of registrant as specified in its charter)
New Jersey 63-0366371
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Metroplex Drive, Birmingham, Alabama 35209
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (205) 877-3000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock, $1 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 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
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 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. [ X ]
The aggregate market value of the voting stock held by non-affiliates of
the registrant as of February 28, 1994:
Common Stock, $1 Par Value $1,784,219,068.88
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
Shares outstanding
at February 28, 1994
Common Stock, $1 Par Value 36,511,033
Documents Incorporated by Reference:
Portions of the registrant's Annual Report to Shareholders for the year
ended December 31, 1993, are incorporated by reference into Parts I, II
and IV.
Portions of the registrant's annual proxy statement for the annual meeting
of its shareholders to be held on May 23, 1994, which will be filed within 120
days of the end of the fiscal year covered by this Report, are incorporated by
reference into Part III.
VULCAN MATERIALS COMPANY
CROSS REFERENCE SHEET FOR DOCUMENTS INCORPORATED BY REFERENCE
PAGE IN
FORM 10-K HEADING IN ANNUAL REPORT TO SHAREHOLDERS ANNUAL
ITEM NO. FOR YEAR ENDED DECEMBER 31, 1993 REPORT
1. Business (Financial Results Segment Financial Data 26-27
by Business Segments)
Note 11, Segment Data 51
Note 13, Impairment and Liquidation
of Assets 51
2. Properties Operations Directory 9
3. Legal Proceedings Note 9, Other Commitments and
Contingent Liabilities 49-51
5. Market for the Registrant's Common Stock Market Prices
Common Equity and Related and Dividends 28
Stockholder Matters
6. Selected Financial Data Selected Financial Data 25
7. Management's Discussion and Management's Discussion and 29-37
Analysis of Financial Analysis
Condition and Results
of Operations Financial Terminology 53
8. Financial Statements and Consolidated Statements of Earnings 40
Supplementary Data
Consolidated Balance Sheets 41
Consolidated Statements of Cash Flows 42
Consolidated Statements of
Shareholders' Equity 43
Notes to Financial Statements 44-51
Management's Responsibility for
Financial Reporting and
Internal Control 52
Independent Auditors' Report 52
Supplementary Information-
Quarterly Financial Data
(Unaudited) 38
14. Exhibits, Financial Management's Discussion and 29-37
Statement Analysis
Schedules and
Reports on
Form 8-K Note 13, Impairment and
Liquidation of Assets 51
HEADING IN PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 23, 1994
10. Directors and Executive Election of Directors, Nominees for Election
Officers to the Board of Directors, Directors
Continuing in Office
11. Executive Compensation Compensation of Directors, Executive
Compensation, Shareholder Return
Performance Presentation, Retirement
Income Plan, Employee Special
Severance Plan
12. Security Ownership of Security Owership of Certain Beneficial
Certain Beneficial Owners Owners, Security Holdings of Management
and Management
VULCAN MATERIALS COMPANY
FORM 10-K ANNUAL REPORT
FISCAL YEAR ENDED DECEMBER 31, 1993
CONTENTS
PART ITEM PAGE
I 1 Business
2 Properties
3 Legal Proceedings
4 Submission of Matters to a Vote of Security
Holders
4 a. Executive Officers of the Registrant
II 5 Market for the Registrant's Common Equity and
Related Stockholder Matters
6 Selected Financial Data
7 Management's Discussion and Analysis of
Financial Condition and Results of Operations
8 Financial Statements and Supplementary Data
9 Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
III 10 Directors and Executive Officers of the Registrant
11 Executive Compensation
12 Security Ownership of Certain Beneficial Owners
and Management
13 Certain Relationships and Related Transactions
IV 14 Exhibits, Financial Statement Schedules, and
Reports on Form 8-K
-- Signatures
PART I
ITEM 1. BUSINESS
Vulcan Materials Company and its subsidiaries (together called the
"Company") are principally engaged in the production, distribution and sale of
construction materials ("Construction Materials") and industrial chemicals
("Chemicals"). Construction Materials and Chemicals may each be considered
both a segment (or a line of business) and a class of similar products. The
Company believes it is the nation's leading producer of construction
aggregates.
All of the Company's products are marketed under highly competitive
conditions, including competition in price, service and product performance.
There are a substantial number of competitors in both Construction Materials
and Chemicals.
No material part of the business of either segment of the Company is
dependent upon a single customer or upon a few customers, the loss of any one
of which would have a materially adverse effect on the segment. The Company's
products are sold principally to private industry. Although large amounts of
construction materials are used in public works, relatively insignificant
sales are made directly to federal, state, county or municipal governments, or
agencies thereof.
The Company estimates that capital expenditures for environmental control
facilities for the current fiscal year (1994) and the succeeding fiscal year
(1995) will be approximately $10,301,000 and $11,820,000, respectively.
Environmental and zoning regulations have made it increasingly difficult for
the construction aggregates industry to expand existing quarries and to
develop new quarry operations. Although it cannot be predicted what policies
will be adopted in the future by governmental bodies regarding environmental
controls, the Company anticipates that future environmental control costs will
not have a materially adverse effect upon its business.
Environmental regulations also have a restrictive effect upon the
chemicals industry, both as to production and markets, especially the
production of and markets for certain chemicals which are subject to
regulation as ozone depleting chemicals. Regulatory developments under
current law in the United States ultimately will result in the discontinuance
of the production of carbon tetrachloride, which is used to produce
chlorofluorocarbons (CFCs), and in the elimination of the market for methyl
chloroform for emissive uses. However, the Company's manufacturing
flexibility will allow it to manufacture other products without producing
carbon tetrachloride and to serve other markets.
The Clinton Administration, through the United States Environmental
Protection Agency ("EPA"), has announced that it would seek authorization from
Congress to conduct a study over the next three years which would develop a
strategy for substituting, reducing, or prohibiting the use of chlorine and
chlorinated compounds. The proposed study is one of several Administration
recommendations dealing with the reauthorization of the Clean Water Act. It
is uncertain whether legislation dealing with chlorine and chlorinated
compounds will be enacted or, if enacted, what the terms of such legislation
will be. Accordingly, the impact, if any, of any such legislation on the
Company's Chemicals business cannot be predicted at this time.
The Company's principal sources of energy are electricity, natural gas
and diesel fuel. The Company does not anticipate any material difficulty in
obtaining the required sources of energy or in obtaining the raw materials
which it uses.
The Company conducts research and development activities for both of its
business segments. The Construction Materials research and development
laboratory is located near Birmingham, Alabama. The research and development
laboratory for Chemicals is located at the Wichita, Kansas, plant site. In
general, the Company's research and development effort is directed to applied
technological development for the use of its Construction Materials products
and for the manufacture or processing of its Chemicals products. The Company
spent approximately $5,401,000 in 1991, $5,435,000 in 1992, and $6,073,000 in
1993 on research and development activities for its two business segments.
In 1993, the Company employed an average of approximately 6,300 people.
As of December 31, 1993, about 22% of the Company's employees were represented
by a number of national unions. The Company considers its relationship with
its employees and their various representatives to be good.
Results of any individual quarter are not necessarily indicative of
results to be expected for the year, due principally to the effect that
weather can have on the sales and production volume of the Construction
Materials segment. Normally, the highest sales and earnings of the
Construction Materials segment are attained in the third quarter and the
lowest are realized in the first quarter.
In 1987, the Company commenced a joint venture known as the Crescent
Market Project (the "Project") with a Mexican partner, Grupo ICA, to supply
construction aggregates principally to the United States Gulf Coast from a
quarrying operation on the Yucatan Peninsula of Mexico through a wholly-owned
subsidiary, Vulcan Gulf Coast Materials, Inc. The construction phase of the
Project is now complete. Substantially all shipments from the Yucatan quarry
are made by two self-unloading vessels owned by the Project.
CONSTRUCTION MATERIALS
The Company's construction aggregates business consists of the production
and sale of crushed stone, sand, gravel, rock asphalt and crushed slag (a
by-product of steel production). Crushed stone constituted approximately 74%
of the dollar volume of the Construction Materials segment's 1993 sales.
Construction aggregates of suitable characteristics are employed in virtually
all types of construction, including highway construction and maintenance, and
in the production of asphaltic and portland cement concrete mixes. They also
are widely used as railroad track ballast.
Each type of aggregate is sold in competition with other types of
aggregates and in competition with other producers of the same type of
aggregate. Because of the relatively high transportation costs inherent in
the business, competition is generally limited to the areas in relatively
close proximity to production facilities. Noteworthy exceptions are the areas
along the rivers served by the Company's Reed businesses, which serve markets
located along the Mississippi and Tennessee-Tombigbee river systems and the
Gulf Coast, areas served by rail-connected quarries, and the areas along the
Gulf Coast served by ocean-going vessels that transport stone from the
quarrying operation in Mexico. The Company's construction aggregates are sold
principally in portions of most of the southeastern states, portions of Texas,
northern and central Illinois, northern Indiana, east central Iowa and
southern Wisconsin.
The Company, directly or through joint ventures, operates 128 domestic
permanent and portable plants at quarries located in 14 states for the
production of crushed limestone and granite with estimated reserves totaling
approximately 7.4 billion tons.
The foregoing estimates of reserves are of recoverable stone of suitable
quality for economic extraction, based on drilling and studies by the
Company's geologists and engineers, recognizing reasonable economic and
operating restraints as to maximum depth of overburden and stone excavation.
Not included are reserves at the Company's inactive and undeveloped sites.
In 1993, the Company, directly or through joint ventures, operated 13 sand
and gravel plants, five slag plants and individual plants producing rock
asphalt, mineral filler, pulverized limestone and fine grind products.
Estimates of sand and gravel reserves, made on a basis comparable to the
estimates of stone reserves set forth above, total approximately 45 million
tons.
Other Construction Materials products and services include asphaltic
concrete, ready-mixed concrete, trucking services, barge transportation, coal
handling services, a Mack Truck distributorship, paving construction,
dolomitic lime, emulsified asphalt, industrial sand and several other
businesses.
Shipments of all construction aggregates from the Company's domestic
operations in 1993 totaled approximately 125 million tons, with crushed stone
shipments to customers accounting for 117 million tons.
CHEMICALS
The principal chemicals produced by the Company at its three chloralkali
plants described in Item 2, below, are chlorine, caustic soda (sodium
hydroxide), muriatic acid, caustic potash (potassium hydroxide) and
chlorinated hydrocarbons. In addition, the Company manufactures and sells
anhydrous hydrogen chloride and hydrogen. Chlorine and various hydrocarbons
(primarily ethylene and methanol) are used to produce the Company's line of
chlorinated hydrocarbons, including carbon tetrachloride, methylene chloride,
perchloroethylene, chloroform, methyl chloride, ethylene dichloride, methyl
chloroform and pentachlorophenol.
In October 1993, the Company authorized the construction of two additional
plants at the Port Edwards facility. Construction began in February 1994, on
a plant which will produce potassium carbonate. Potassium carbonate is used
in the manufacture of screen glass, rubber antioxidants and other chemicals.
Construction has also begun on a sodium hydrosulfide plant at Port Edwards.
Sodium hydrosulfide is used in the pulp and paper industry as well as others.
The potassium carbonate facility is scheduled to be completed during the
fourth quarter of 1994. The sodium hydrosulfide facility is scheduled to be
completed by the middle of 1994.
In January 1994, the Company acquired the business and assets of
Peroxidation Systems Inc., which are being operated through a wholly-owned
subsidiary named Vulcan Peroxidation Systems Inc. ("Vulcan PSI"). Vulcan PSI
provides equipment, chemicals and services to the municipal, industrial and
environmental water treatment markets.
In June 1992, the Company acquired the sodium chlorite business of Olin
Corporation ("Olin"). Pursuant to the Acquisition Agreement ("Agreement"),
the Company agreed to purchase the total output of the Olin sodium chlorite
plant until such time as the Company completed a sodium chlorite plant at its
Wichita facility. In February 1994, that plant was completed and, in
accordance with the Agreement, the Olin facility will be decommissioned by the
middle of 1994.
During 1993, further progress was made by the Company in its evaluation
and development of a possible joint venture to produce soda ash. Definitive
capital cost estimates were completed and efforts now are focused on obtaining
environmental permits.
The Company competes throughout the United States with numerous companies,
including some of the largest chemical companies, in the production and sale
of its lines of chemicals. The Company also competes for sales to customers
located outside of the United States, with sales to such customers currently
accounting for approximately 11% of the Company's chemicals sales.
Principal markets for the Company's chemical products and services include
pulp and paper, energy, food and pharmaceutical, chemical processing,
fluorocarbons and water treatment. Chlorine is used by the paper-making
industry in pulp and paper bleaching, while caustic soda is used primarily in
the kraft and sulfite pulping process. The Company supplies hydrochloric
acid, caustic soda beads, caustic potash and fracturing sand to the energy
industry for use in oil well stimulation and gas extraction. Caustic soda
also is used to demineralize water for steam production at electrical energy
facilities and to remove sulfur from gas and coal. Hydrochloric acid, caustic
soda, methylene chloride and caustic potash are used by the food and
pharmaceutical industries. The Company's sales to the chemical processing
industry serve companies that produce organic and inorganic chemical
intermediates and finished products ranging from clay-based catalysts to
agricultural herbicides. Products sold to this market include hydrochloric
acid, caustic soda beads, chlorine and liquid caustic soda. The Company sells
carbon tetrachloride, perchloroethylene, chloroform and methyl chloroform to
the fluorocarbons market. The Company's chlorine also is used in water and
sewage treatment, and its caustic soda and caustic potash are used in the
production of soaps and detergents. Sodium chlorite is used as a water
disinfection and purification chemical where it has strong positions in both
municipal and industrial markets. It also is used as an industrial bleaching
agent, in cleaning applications for the electronics industry, as a biocide in
the fruit processing industry and in various applications in the oil industry.
Vulcan PSI markets equipment, chemicals, and services for the purification and
decontamination of water and the control of hydrogen sulfide accumulations in
wastewater treatment facilities. Calcium chloride, produced at the Company's
Wichita complex, has a multitude of uses including de-icing of roads, dust
control, road stabilization and oil well completion.
The Company's underground reserves of salt, which is a basic raw material
in the production of chlorine and caustic soda, are located at or near its
Wichita, Kansas, and Geismar, Louisiana, plants. The Company purchases salt
for its Port Edwards, Wisconsin, plant. Ethylene and methanol, the other
major raw materials used in the Company's Chemicals operations, are purchased
from several different suppliers. Sources of salt, ethylene and methanol are
believed to be adequate for the Company's operations.
The Company is subject to the corrective action requirements of the
Resource Conservation and Recovery Act ("RCRA"). Under these requirements,
the EPA must identify facilities subject to RCRA's hazardous waste permitting
provisions where practices in the past have caused releases of hazardous waste
or constituents thereof. The owner of any such facility is then required to
conduct a Remedial Facility Investigation ("RFI") defining the nature and
extent of any such releases described by the EPA. If the RFI results
determine that constituent concentrations from any such release exceed action
levels specified by the EPA, the facility owner is further required to perform
a Corrective Measures Study ("CMS") identifying feasible technological
alternatives for addressing these releases. Depending upon the results
reported to the EPA in the RFI and CMS, the EPA subsequently may require
Corrective Measures Implementation ("CMI") by the facility owner -
essentially, implementation of a cleanup plan developed by the EPA based on
the RFI and CMS.
The Company expects to incur RFI/CMS costs over the next several years at
its Geismar, Port Edwards and Wichita Chemicals manufacturing facilities. For
each of these three facilities, the RFI/CMS results will determine whether the
EPA subsequently requires CMI to address releases at the facility, and the
scope and cost of any such CMI. With respect to those RFI/CMS costs that
currently can be reasonably estimated, the Company has determined that its
accrued reserves are adequate to cover such costs. However, the total costs
which ultimately may be incurred by the Company in connection with discharging
its obligations under RCRA's corrective action requirements cannot reasonably
be estimated at this time.
FINANCIAL RESULTS BY BUSINESS SEGMENTS
Net sales, earnings, identifiable assets and related financial data for
each of the Company's business segments for the three years ended December 31,
1993, are reported on page 51 (Note 11 of the Notes to Financial Statements)
and on pages 26 and 27 (under the caption "Segment Financial Data") in the
Company's 1993 Annual Report to Shareholders, which pages are incorporated
herein by reference.
ITEM 2. PROPERTIES
CONSTRUCTION MATERIALS
The Company's current estimate of approximately 7.4 billion tons of stone
reserves is approximately 150 million tons less than the estimate reported at
the end of 1992. Although increases in the Company's reserves have resulted
from the acquisition of quarry sites in Tennessee and Texas, these increases
have been more than offset by 1993 production tonnage and revisions in mining
plans. Management believes that the quantities of reserves at the Company's
stone quarries are sufficient to result in an average quarry life of more than
65 years at present operating levels.
The locations of the Company's domestic stone quarries are shown on page 9
of the Company's 1993 Annual Report to Shareholders, which page is
incorporated herein by reference. Of the 128 domestic stone quarries which
the Company operates directly or through joint ventures, 37 are located on
owned land, 23 are on land owned in part and leased in part, and 68 are on
leased land. While some of the Company's leases run until reserves at the
leased sites are exhausted, generally the Company's leases have definite
expiration dates which range from 1994 to 2085. Most of the Company's leases
have options to extend them well beyond their current terms.
Due to transportation costs, the marketing areas for most quarries in the
construction aggregates industry are limited, often consisting of a single
metropolitan area or one or more counties or portions thereof. The following
table itemizes the Company's 10 largest active stone quarries in terms of the
quantity of stone reserves, with nearby major metropolitan areas shown in
parentheses:
Estimated
Years of Life Nature of
At Average Interest
Rate Of And Lease
Location Product Production* Expiration Date**
McCook (Chicago), Illinois Limestone 98 Owned
Paducah, Kentucky Limestone 50 Leased ***
Grayson (Atlanta), Georgia Granite Over 100 Owned
Gray Court (Greenville), South Carolina Granite Over 100 Owned
Warrenton, Virginia (Washington, D. C.) Diabase Over 100 Leased ***
Kennesaw (Atlanta), Georgia Granite 75 75% Owned
25% Leased 2013
Skippers, Virginia Granite Over 100 Leased 2016
Stafford, Virginia Granite Over 100 Owned
Lawrenceville (Norfolk/Virginia Granite 89 25% Owned
Beach), Virginia 75% Leased 2014
Dalton, Georgia Limestone Over 100 Leased 2085
* Estimated years of life of stone reserves are based on the average annual
rate of production for the most recent three-year period, except for
reserves acquired or reactivated during that period, in which case the
estimated years of life are based on a shorter period. Revisions may be
necessitated by such occurrences as changes in zoning laws governing
quarry properties, changes in stone specifications required by major
customers and passage of government regulations applicable to quarry
operations. Estimates also are revised when and if additional geological
evidence indicates that a revision is necessary.
** Renewable through date shown.
*** Lease does not expire until reserves are exhausted. Surface rights at the
Paducah, Kentucky, quarry are owned.
The locations of the 13 sand and gravel operations which the Company
operates directly or through joint ventures are shown on page 9 of the
Company's 1993 Annual Report to Shareholders, which page is incorporated
herein by reference. The estimated average life of these operations,
calculated in the same manner as in the chart set out above, is approximately
9 years. Approximately 52% of the Company's estimated 45 million tons of sand
and gravel reserves are located on owned land, with the remaining 48% located
on leased land.
CHEMICALS
Facilities for the production of chemicals are owned and operated by the
Company at Wichita, Kansas; Geismar, Louisiana; and Port Edwards, Wisconsin.
Vulcan PSI leases its headquarters in Tucson, Arizona, as well as eleven
offices in nine other states and one in Langen, Germany. With a few
exceptions, the Geismar and Wichita facilities produce the full line of
products manufactured in the Company's Chemicals business. The Port Edwards
plant produces chlorine, caustic soda, muriatic acid and caustic potash.
All of the plant facilities at Wichita are located on a 1,396-acre tract
of land owned by the Company. The facilities are situated approximately 10
miles southwest of Wichita. Mineral rights for salt are held by the Company
under two leases that are automatically renewable from year to year unless
terminated by the Company and under several other leases which may be kept in
effect so long as production from the underlying properties is continued. The
Company operates an electric power cogeneration facility at the Wichita plant
site which generates approximately one-third of the plant's electricity and
two-thirds of its process steam requirements. In addition, the Company owns
160 acres of water reserves and 320 acres of salt reserves.
The facilities at Geismar, Louisiana, are located on a 1,126-acre tract of
land owned by the Company. Included in the facilities at the Geismar plant is
an electric power cogeneration facility owned by the Company which supplies
substantially all of the electricity and process steam required by the plant.
Mineral rights for salt are held under a long-term lease expiring in 1997 with
an option to renew for an additional 10 years.
The plant facilities at Port Edwards, Wisconsin, are located on a 25-acre
tract of land, the surface rights to which are owned by the Company.
Currently, the Company purchases its salt requirements for the Port Edwards
facility from regional sources of supply.
The Company's Chemicals facilities are designed to permit a high degree
of flexibility as to feedstocks, product mix and by-product ratios; therefore,
actual plant production capacities vary according to these factors.
Management does not believe, however, that there is material excess in
production capacity at the Company's Chemicals facilities.
OTHER PROPERTIES
The Company's corporate offices are located in an office complex near
Birmingham, Alabama. Headquarters staff of the Chemicals and Southern
divisions, and of Vulcan Gulf Coast Materials, Inc., also are located in this
complex. The space is occupied pursuant to a lease which runs through
December 31, 1998. The Company has the option of extending this lease for two
five-year periods. The Company's space in this complex is leased at an
approximate annual rental, as of December 31, 1993, of $1,131,000, which is
subject to limited escalation.
ITEM 3. LEGAL PROCEEDINGS
The Company is a defendant in various lawsuits incident to the ordinary
course of business. It is not possible to determine with precision the
probable outcome or the amount of liability, if any, under these lawsuits;
however, in the opinion of the Company and its counsel, the disposition of
these lawsuits will not adversely affect the consolidated financial statements
of the Company to a material extent.
In the course of its Construction Materials and Chemicals operations, the
Company is subject to occasional governmental proceedings and orders
pertaining to occupational health and safety and protection of the
environment, such as proceedings or orders relating to noise abatement, air
emissions or water discharges. As part of its continuing program of
environmental stewardship, however, the Company has been able to resolve such
proceedings and to comply with such orders without any materially adverse
effect on its business.
In May 1985, the Company received a letter from the United States
Environmental Protection Agency ("EPA") regarding remedial actions at a
chemical waste disposal site located in Ascension Parish, Louisiana. Records
indicate that the Company generated a portion of the waste placed at the site
and the EPA has deemed the Company a potentially responsible party ("PRP")
with respect to the site under the Comprehensive Environmental Response
Compensation and Liability Act ("CERCLA"). On September 30, 1988, the EPA
issued a Unilateral Administrative Order ("UAO") to the Company and other
respondents. This UAO purported to require the respondents to clean up the
site in accordance with a remedial plan developed by EPA's contractor. On
February 5, 1991, following a review and revision process by the EPA, the EPA
issued a revised UAO which included its final remedial plan. This revised UAO
named the same respondents, including the Company, that were named in the
EPA's initial UAO. In a letter dated April 9, 1991, the Company and three
other companies that also generated waste placed at the site gave notice to
the EPA that the signatory companies intend to comply with all lawful terms
and conditions of the revised UAO.
In December 1988, the Company and other PRPs received a letter from the
EPA demanding reimbursement for approximately $1,540,000 in past costs and
administrative expenses incurred by the EPA in connection with the foregoing
matter. Effective June 8, 1992, the Company and other PRPs entered into a
Site Participation Agreement ("Agreement") allocating among the parties those
costs which are anticipated to be incurred or which might be incurred in
connection with the remediation activity at the site and those costs which may
be recovered by the EPA or other agencies in connection with their past
response work or oversight work at the site. Moreover, in June 1992, the EPA
orally informed the Company and other PRPs that it would seek to recover its
response and oversight costs incurred to date, and toward that end has made a
supplemental Information Request, pursuant to Section 104(e) of CERCLA,
seeking information to support such recovery of costs. The Company responded
to the supplemental Information Request on July 14, 1992. The demand by EPA
for recovery of costs includes the amount previously demanded from the Company
and the other parties in December 1988.
Cleanup of the site will take an extended period, but the majority of the
costs likely will be incurred in the first three years after commencement of
site work, which began in late 1992. It is estimated that the parties,
including the Company, to the aforementioned Agreement will incur a total cost
of $34,700,000 to perform the work required by EPA's final remedial plan and
payment of the EPA's past costs.
The Company has reviewed this cost estimate and the information currently
available to the Company relative to EPA's most recent request for recovery of
its costs. On the basis of this review and the information currently
available, the Company has determined that its accrued reserve should be
adequate to cover its allocated share of currently anticipated site
remediation costs and those response and oversight costs which may be
recovered by the EPA. The Company will continue to review relevant cost
information as it becomes available, particularly information relative to the
EPA's request for recovery of its costs. The Company has begun to make
payments from its accrued reserve pursuant to the Agreement.
In June 1986 and December 1989, lawsuits were filed in Louisiana federal
and state courts by over 100 people who live in the vicinity of the
above-described waste disposal site and who claimed damages for mental
anguish, personal injuries and/or diminution in property value as a result of
alleged releases from said site. These suits named as defendants the owners
and operators of the site and 17 chemical companies, including the Company,
alleged to have contributed some part of the waste at the site. The lawsuits
were consolidated into a single action in the United States District Court for
the Middle District of Louisiana. All claims in the consolidated action
subsequently either were dismissed or settled prior to trial, except that the
heirs of a deceased plaintiff have reserved the right later to file a wrongful
death action.
The Company has received a letter dated August 2, 1991, from the State
of New Jersey Department of Environmental Protection and Energy ("NJDEPE")
concerning a site located in Newark, New Jersey, which the Company previously
owned and upon which the Company operated a chemicals production facility from
the early 1960s until 1974. The NJDEPE's letter contends that hazardous
substances and pollutants contaminate the site and that a Remedial
Investigation/Feasibility Study ("RI/FS") is required in order to determine
the nature and extent of such contamination and to develop a remedial action
plan with respect thereto.
The Company has conducted a preliminary investigation with respect to this
matter and the merits of the NJDEPE's contentions. Based upon its preliminary
investigation and review, in a September 18, 1991, letter to the NJDEPE, the
Company questioned the factual and legal bases for the NJDEPE's contention
that the Company should bear some responsibility for remediating the site and
asked the NJDEPE to reconsider its tentative position and decide that the
Company should not be a responsible party at this site.
On November 11, 1991, the Company received from the NJDEPE "a Directive
and Notice to Insurers" (the "Directive"). It is not clear that the Directive
was intended to be directly responsive to the factual and legal assertions
made by the Company in its letter to the NJDEPE dated September 18, 1991. In
this Directive, nevertheless, the NJDEPE purports to direct the Company to pay
within thirty (30) days to the NJDEPE $1,000,000 to be used by the NJDEPE to
conduct an RI/FS at the site. The NJDEPE also asserts that it may have the
right to cause a lien to be placed against the real and personal property of
the Company to secure the payment of any such amounts. If the Company fails
to comply with the Directive, and it is later determined that the Company did
not have sufficient grounds for such non-compliance, the Company could be
subject to liability in an amount equal to three times the cost of the work
performed by the NJDEPE and statutory penalties in an amount not to exceed
$50,000 per day. Although the NJDEPE has not withdrawn its Directive, the
NJDEPE has informally agreed that it will not need to enforce its Directive as
long as the Company participates in the RI/FS for this site.
On August 20, 1993, two other allegedly responsible parties, Safety-Kleen
Environsystems Company and Bristol-Meyers Squibb Company (collectively, the
"Respondents"), entered into an Administrative Consent Order ("ACO") issued by
the NJDEPE concerning the site. The ACO contains certain findings of fact by
the NJDEPE and enforceable provisions governing the conduct by the Respondents
of an RI/FS for the site and remedial actions, if any, resulting therefrom.
Under a separate agreement with Respondents and certain successors, the
Company will share in the cost of the RI/FS. The Respondents estimate a cost
of $250,000 to complete the RI. The cost of the FS depends upon the results
of the RI.
Depending, in turn, upon the results of the RI/FS, it is possible that the
NJDEPE will require site remediation under the ACO. In that event, it is also
possible that the Respondents or the NJDEPE will assert that the Company
should bear some responsibility in connection with such remediation. At this
time, however, it is impossible to predict the ultimate outcome of this
matter.
The Company received a letter dated October 21, 1991, from Chevron USA,
Inc. ("Chevron"), in which Chevron contends that hazardous substances and
pollutants contaminate a site owned by Chevron and located in Woodbridge
Township, Middlesex County, New Jersey. The Company sold the site to Chevron
in 1958 and owned and operated a detinning facility adjacent to the Chevron
site until 1964. Chevron has advised the Company that, in response to the
identification of the site as a former solid waste management unit and
pursuant to the corrective action provisions of the Resource Conservation and
Recovery Act ("RCRA"), Chevron is investigating the feasibility of corrective
action and is seeking assistance from parties who may have been responsible
for some or all of the contamination at the site.
The Company and other allegedly responsible parties who received similar
correspondence from Chevron and who previously owned or operated facilities on
or adjacent to the site have had meetings with Chevron to discuss the status
of the site. The parties have received information from Chevron relative to
the contamination of the site, but have not verified this information by
independent sampling. Given the information available to the Company
regarding this site, the extent to which the Company's former operations may
have contributed to contamination at the site cannot now be established or
confirmed. For these reasons, it is impossible at this time for the Company
to predict the outcome of this matter or the existence or extent of any
liability of the Company with respect to this matter.
On January 3, 1992, the Company received a General Notice Letter from the
EPA regarding alleged releases or threatened releases of hazardous substances
at a hazardous waste treatment, storage and disposal site in Greer, South
Carolina, which was operated by Aqua-Tech Environmental, Inc., a South
Carolina corporation. The EPA's letter advised that the Company may be
considered a PRP under Section 107(a) of CERCLA. The Company confirmed that
in 1987 it sent cylinders containing titanium tetrachloride to the site for
disposal. On April 20, 1992, the Company became a party to a PRP Agreement
whereby the signatories thereto agreed to cooperate in responding as a PRP
group to the EPA.
On April 24, 1992, the EPA issued a UAO to many of the PRPs, including the
Company, directing that a removal action with respect to hazardous wastes
on-site be undertaken by them. The UAO covers only the removal action; the
EPA is considering whether to place the site on the National Priorities List
for remediation purposes. On May 1, 1992, the Steering Committee of the PRP
group notified the EPA of the intent of the participating PRPs to undertake
the removal work required by the UAO. Work at the site began on May 4, 1992.
To date, 179 PRPs have agreed to participate in the removal action and to
share the costs of the removal action according to a series of interim
allocations. The PRP group's consultant has estimated the cost of the removal
action to be $14,000,000. Interim allocations raising this amount have been
made among the PRP group. The Company has paid over $116,000 pursuant to
these interim allocations. The only identified waste of the Company which
remained at the site and required removal was one container which cost $355 to
remove and dispose of. Because the Company already has paid more than its
share of removal costs, the Company has withdrawn from further participation
in the removal action as a member of the PRP group.
It is impossible at this time to estimate whether the Company will recoup
amounts previously paid for the removal action. Additional costs for the
assessment and remediation of any contamination at the site have not been
estimated. Moreover, the extent to which the site is contaminated and the
extent to which the wastes the Company sent to the site may have contributed
to any such contamination have not been estimated or confirmed. However, the
Company does not believe that its potential share of any costs related to the
site will adversely affect the consolidated financial statements of the
Company to a material extent.
On October 23, 1992, the Company received a letter from the EPA pursuant
to Section 104(e) of CERCLA requesting information regarding waste generated
by the Company and disposed at a sanitary landfill in Muskego, Wisconsin,
which is operated by Waste Management of Wisconsin ("Muskego Landfill"). The
Company responded to this request by stating that it had no knowledge of the
generation of any solid waste by the Company's former aluminum recycling
facility in Oak Creek, Wisconsin, which would have been disposed of in the
Muskego Landfill. Nevertheless, the Company received on January 14, 1993, a
UAO pursuant to Section 106(a) of CERCLA directing that the Company and 45
other respondents/PRPs perform remedial design and remedial action work with
respect to the Muskego Landfill, which has been placed on the National
Priorities List by the EPA for cleanup of the release of hazardous substances.
The Company and other PRPs have formed a PRP Group to respond to the UAO
and to formulate allocations for Waste Management's past response costs,
totaling approximately $5,600,000, a remedial design study for the first phase
of remediation, costing approximately $470,000, and first phase remedial work,
costing an estimated $10,500,000. The Company has paid $4,800 toward
administrative costs for the PRP Group and $6,000 for its share of the
remedial design study. The Company's potential share of the ultimate cleanup
cost cannot be determined precisely at this time, and the Company is engaged
in negotiations as a member of the PRP Group with regard to a lump-sum payment
in settlement of the Company's share of the costs relating to the first phase
of remediation. However, the Company does not believe that its share of the
costs for the first phase will exceed $20,000. Moreover, the Company does not
believe that its potential share of such costs or of any additional costs for
the second phase of remediation involving groundwater will adversely affect
the consolidated financial statements of the Company to a material extent.
During the spring of 1992, representatives of the EPA conducted certain
inspections of the Company's chemicals manufacturing plant in Geismar,
Louisiana. Subsequent to completing those inspections, on March 18, 1993, a
Complaint, Compliance Order, and Notice of Opportunity for Hearing (the
"Multimedia Complaint and Order") was issued to the Company by the EPA. In
the Multimedia Complaint and Order, the EPA makes certain findings of fact and
law, and based upon such findings, alleges multiple count violations of RCRA,
CERCLA and the Clean Air Act, for which violations EPA seeks civil penalties
in the total amount of $298,650. The Multimedia Complaint and Order also
purports to impose upon the Company a civil compliance order requiring the
Company to implement certain actions pertaining to hazardous wastes stored for
longer than a year and to implement a tracking plan for plant wastes to ensure
accurate determination, identification and labeling of hazardous and
nonhazardous wastes generated and stored in containers at the plant. On April
30, 1993, the Company filed its Answer to Complaint and Compliance Order and
Request for Hearing (the "Answer") with the EPA, including a request for an
adjudicatory hearing as provided in the Multimedia Complaint and Order on all
factual and legal issues raised by the Company in its Answer. Subsequent to
the filing of its Answer, the Company and EPA have been engaged in
negotiations regarding the settlement of this matter, which negotiations
remain on-going.
On March 9, 1994, the Company received a letter from the EPA concerning
alleged releases or threatened releases of hazardous substances at the Jack's
Creek/Sitkin Smelting Superfund Site located in Mifflin County, Pennsylvania,
near the town of Maitland. The Sitkin Smelting Company operated a secondary
smelting facility at the site from 1958 until declaring bankruptcy in 1977.
The EPA's letter states that the Company may be considered a PRP pursuant to
Section 107(a) of CERCLA. The EPA advised that it may order some or all of
the PRPs to undertake response actions at the site and that PRPs may also be
liable for costs the EPA incurs or has incurred in responding to any releases
or threatened releases at the site. The EPA has already undertaken certain
response actions at the site, and has completed an RI/FS.
The Company is among the 880 PRPs that EPA has identified as having sold
and shipped a total of approximately 307 million pounds of material to the
business operated on the site. The EPA's documents indicate that the
Company's shipments occurred between 1972 and 1977, totalled approximately 1.8
million pounds, and represent .84% of the total weight of the materials sent
to this smelting facility. These shipments consisted primarily of sales of
brass and metal parts which the Company believes were co-products of its
former metals operation.
The Company is currently conducting an investigation of this matter and
anticipates participating in a meeting of PRPs who may form a steering
committee to negotiate on behalf of all the PRPs the apportionment of the
response costs with the EPA. The Company's share, if any, of past and future
response costs associated with the site will be the subject of on-going
discussions with other PRPs and the EPA. However, based on the limited
information currently available to it, the Company does not believe that its
ultimate share of such costs will adversely affect the consolidated financial
statements of the Company to a material extent.
As reported in the Company's Form 8-K Current Report dated June 12, 1992,
an antidumping petition was filed on May 20, 1992, with the International
Trade Commission ("ITC"), by two stone producers and a distributor in
southeast Texas alleging that a U.S. industry was being injured by imports of
crushed limestone from Mexico. The companies involved in the Crescent Market
Project quarry and crush limestone from Mexico's Yucatan Peninsula for sale
along the U.S. Gulf Coast. On June 29, 1992, the ITC, in a 5-0 vote (with one
commissioner not participating), determined that a U.S. industry was not being
injured by the importation of crushed limestone from Mexico. This ruling was
appealed to the United States Court of International Trade ("CIT") where the
determination of the ITC was sustained and the action was dismissed. The
judgment of the CIT has now been appealed to the United States Court of
Appeals for the Federal Circuit. Oral argument occurred on February 9, 1994,
and a decision is now pending.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of 1993 to the Company's
security holders through the solicitation of proxies or otherwise.
ITEM 4a. EXECUTIVE OFFICERS OF THE REGISTRANT
The names, positions and dates of birth of the executive officers (as
defined in 17 CFR 240.3b-7) of the Company are as follows:
Birth
Name Position Date
Herbert A. Sklenar Chairman, Chief Executive Officer
and Director 6/07/31
William J. Grayson, Jr. Executive Vice President,
Construction Materials 10/16/30
R. Morrieson Lord Senior Vice President, Human Resources 11/02/30
Richard K. Carnwath Vice President, Planning and Development 7/13/48
William F. Denson, III Vice President-Law and Secretary 8/01/43
Daniel F. Sansone Vice President-Finance and Treasurer 8/04/52
E. Starke Sydnor Assistant General Counsel 11/30/43
Peter J. Clemens, III Senior Vice President, West
- Construction Materials Group 12/17/43
Harold D. Lambert Senior Vice President -
Construction Materials Group 5/15/28
Robert L. Mayville Senior Vice President, Business Development
and Operations Services -
Construction Materials Group 10/03/34
Guy K. Mitchell, Jr. Senior Vice President, East -
Construction Materials Group 12/08/48
Guy M. Badgett, III President, Southeast Division 4/28/48
Michael J. Ferris President, Chemicals Division 10/20/44
William L. Glusac President, Southwest Division 8/07/50
Donald M. James President, Southern Division 1/20/49
Daniel J. Leemon President, Midsouth Division 5/14/38
Thomas R. Ransdell President, Vulcan Gulf Coast Materials, Inc. 6/25/42
James W. Smack President, Mideast Division 4/01/43
Christopher G. White President, Midwest Division 5/16/40
The principal occupations of the executive officers during the past five
years have been set forth below:
Herbert A. Sklenar was elected President and Chief Executive Officer
in May 1986. He was elected to his present position in May 1992.
William J. Grayson, Jr., was elected Executive Vice President,
Construction Materials Group, in February 1987.
R. Morrieson Lord was elected Senior Vice President, Human Resources, in
April 1979.
Richard K. Carnwath was elected Vice President, Planning and Development,
in July 1985.
William F. Denson, III, was elected Secretary in April 1981 and continues
to serve in that capacity. He served as Assistant General Counsel from May
1988 until May 1992, when he was appointed Vice President and Assistant
General Counsel. He was elected to his present position as Vice President-Law
effective January 1, 1994.
Daniel F. Sansone joined the Company as Controller in January 1988 and was
promoted to Vice President and Controller in May 1991. He was elected to his
present position as Vice President-Finance and Treasurer effective January 1,
1994.
E. Starke Sydnor became Assistant General Counsel in May 1988 and was
elected a corporate officer in May 1992.
Peter J. Clemens, III, served as Senior Vice President, Finance, from
October 1983 until January 1, 1994, when he became Senior Vice President-West,
Construction Materials Group.
Harold D. Lambert served as President, Midsouth Division, from January
1970 until July 1993. He was appointed to his present position as Senior Vice
President, Construction Materials Group effective August 1, 1993.
Robert L. Mayville was appointed President, Mideast Division, in September
1985. In May 1991, he was appointed Senior Vice President, Business
Development and Operations Services-Construction Materials Group.
Guy K. Mitchell, Jr., served as Vice President, North Carolina, Mideast
Division, until July 1989, when he was appointed President, Chattanooga
Division. In May 1991, he was appointed Senior Vice President-East,
Construction Materials Group.
Guy M. Badgett, III, served as Vice President, Midsouth Division, until
April 1991, when he was appointed Executive Vice President. He was appointed
to his present position as President, Southeast Division, in July 1992.
Michael J. Ferris was appointed President, Chemicals Division,
in May 1987.
William L. Glusac served as Vice President, East Tennessee and Kentucky,
Midsouth Division, until March 1990, when he was appointed Executive Vice
President, Southwest Division. In April 1991, he was appointed President,
Southwest Division.
Donald M. James joined the Company as Senior Vice President and General
Counsel in December 1992 and was appointed to his present position as
President, Southern Division, effective January 1, 1994. He was a partner
with the Birmingham law firm of Bradley, Arant, Rose and White prior to
joining the Company.
Daniel J. Leemon was appointed President, Midwest Division, in 1984, and
assumed the additional position of Chairman, Southwest Division, in December
1989. He was promoted to Senior Vice President-West, Construction Materials
Group, in May 1991. He served in this position through July 1993, and was
appointed to his present position as President, Midsouth Division, effective
August 1, 1993.
Thomas R. Ransdell was elected President of Vulcan Gulf Coast Materials,
Inc., in 1987.
James W. Smack served as Vice President-Virginia, Mideast Division, until
May 1991, when he was appointed President, Mideast Division.
Christopher G. White served as Vice President, Operations, Midwest
Division, until he was appointed Executive Vice President of that Division in
1990. He served in the latter position until he was appointed President,
Midwest Division, in May 1991.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
"Common Stock Market Prices and Dividends" on page 28 of the Company's
1993 Annual Report to Shareholders is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
"Selected Financial Data" on page 25 of the Company's 1993 Annual Report
to Shareholders is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
"Management's Discussion and Analysis" on pages 29 through 37 and
"Financial Terminology" on page 53 of the Company's 1993 Annual Report to
Shareholders are incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following information relative to this item is included in the
Company's 1993 Annual Report to Shareholders on the pages shown below, which
are incorporated herein by reference:
Page
Financial Statements and Notes 40-51
Management's Responsibility for Financial Reporting
and Internal Control 52
Independent Auditors' Report 52
Supplementary Information-Quarterly Financial Data
(Unaudited) 38
With the exception of the aforementioned information and the information
incorporated by reference in Items 1, 3, 5, 6, 7 and 14, the Company's 1993
Annual Report to Shareholders is not deemed filed as part of this Annual
Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
No information is required to be included in this report pursuant to Item
304 of Regulation S-K which requires disclosure of certain information if the
registrant has changed accountants under specified circumstances.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Within 120 days of the close of the Company's fiscal year on December 31,
1993, the Company will file a definitive proxy statement with the Securities
and Exchange Commission pursuant to Regulation 14A (the Company's "1994 Proxy
Statement"). The information under the headings "Election of Directors,"
"Nominees for Election to the Board of Directors" and "Directors Continuing in
Office" included in the 1994 Proxy Statement are incorporated herein by
reference. For the information required by Item 401 of Regulation S-K
concerning executive officers of the registrant, reference is also made to the
information provided in Part I, Item 4a, of this Annual Report on Form 10-K.
No information is required to be included in this report pursuant to Item 405
of Regulation S-K which requires disclosure of certain information concerning
compliance with Section 16(b) of the Securities Exchange Act of 1934.
ITEM 11. EXECUTIVE COMPENSATION
The information under the headings "Compensation of Directors," "Executive
Compensation," "Shareholder Return Performance Presentation," "Retirement
Income Plan" and "Employee Special Severance Plan" included in the Company's
1994 Proxy Statement is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information under the headings "Security Ownership of Certain
Beneficial Owners" and "Security Holdings of Management" included in the
Company's 1994 Proxy Statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No information is required to be included in this report pursuant to Item
404 of Regulation S-K, which requires disclosure of certain information with
respect to certain relationships or related transactions of the directors and
management.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
(a) (1) FINANCIAL STATEMENTS
The following financial statements are included in the Company's 1993
Annual Report to Shareholders on the pages shown below and are incorporated
herein by reference:
Page
Consolidated Statements of Earnings 40
Consolidated Balance Sheets 41
Consolidated Statements of Cash Flows 42
Consolidated Statements of Shareholders' Equity 43
Notes to Financial Statements 44-51
Management's Responsibility for Financial Reporting
and Internal Control 52
Independent Auditors' Report 52
Supplementary Information-Quarterly Financial
Data (Unaudited) 38
(a) (2) FINANCIAL STATEMENT SCHEDULES
The following financial statement schedules for the years ended
December 31, 1993, 1992 and 1991 are included in Part IV (see Exhibits 99.1
through 99.5) of this report on the indicated pages:
Schedule VI Property, Plant and Equipment
Schedule VII Allowance for Depreciation, Depletion and
Amortization
Schedule IX Valuation and Qualifying Accounts and
Reserves
Schedule X Short-Term Borrowings
Schedule XI Supplementary Income Statement
Information
Other schedules are omitted because of the absence of conditions under
which they are required or because the required information is provided in the
financial statements or notes thereto.
Financial statements (and summarized financial information) of 50% or less
owned entities accounted for by the equity method have been omitted because
they do not, considered individually or in the aggregate, constitute a
significant subsidiary.
(a) (3) EXHIBITS
The exhibits required by Item 601 of Regulation S-K and indicated below,
other than Exhibits (11) and (12) which are on pages and of this
report, are either incorporated by reference herein or accompany the copies of
this report filed with the Securities and Exchange Commission and the New York
Stock Exchange. Copies of such exhibits will be furnished to any requesting
shareholder of the Company upon payment of the costs of copying and
transmitting the same.
(3)(a) Certificate of Incorporation (Restated 1988) of the Company.
Exhibit 3(a) to the Company's 1988 Form 10-K Annual Report is incorporated
herein by reference (File No. 1-4033).
(3)(b) By-laws of the Company, as restated February 2, 1990, and as last
amended February 12, 1993. Exhibit (3)(b) to the Company's 1992 Form 10-K
Annual Report is incorporated herein by reference.
(4) Exhibits 1 and 4 to the Form S-3 filed with the Securities and
Exchange Commission by the Company on May 2, 1991, and registering
$200,000,000 in debt securities is incorporated herein by reference. Form 8-K
Report filed with the Securities and Exchange Commission by the Company on
May 14, 1991, is incorporated herein by reference. The Company hereby agrees
to furnish the Securities and Exchange Commission, upon request, all
instruments defining the rights of holders of its other long-term debt or that
of any of its consolidated subsidiaries.
(10)(a) The Management Incentive Plan of the Company, as last amended and
restated. Exhibit 10(a) to the Company's 1989 Form 10-K Annual Report is
incorporated herein by reference (File No. 1-4033).
(10)(b) The 1981 Long-Range Performance Share Plan of the Company, as last
amended and restated. Exhibit 10(b) to the Company's 1989 Form 10-K Annual
Report is incorporated herein by reference (File No. 1-4033).
(10)(c) The 1991 Long-Range Performance Share Plan of the Company.
Exhibit A to the Company's definitive proxy statement for the annual meeting
of its shareholders held May 16, 1991 ("1991 Proxy Statement"), is
incorporated herein by reference (File No. 1-4033).
(10)(d) The Plan for Directors Emeriti and Other Eligible Directors, as
last amended and restated. Exhibit 10(c) to the Company's 1990 Form 10-K
Annual Report is incorporated herein by reference (File No. 1-4033).
(10)(e) The Unfunded Supplemental Benefit Plan for Salaried Employees.
Exhibit 10(d) to the Company's 1989 Form 10-K Annual Report is incorporated
herein by reference (File No. 1-4033).
(10)(f) The Deferred Compensation Plan for Directors Who Are Not Employees
of the Company, as last amended and restated on December 8, 1992. Exhibit A
to the Company's definitive proxy statement for the annual meeting of its
shareholders held May 20, 1993 is incorporated herein by reference.
(10)(g) The 1983 Long-Term Incentive Plan, as last amended and restated.
Exhibit 10(f) to the Company's 1989 Form 10-K Annual Report is incorporated
herein by reference (File No. 1-4033).
(10)(h) The Stock Plan for Nonemployee Directors. Exhibit B to the
Company's 1991 Proxy Statement is incorporated herein by reference
(File No. 1-4033).
(10)(i) The Employee Special Severance Plan of the Company. Exhibit 10(g)
to the Company's 1989 Form 10-K Annual Report is incorporated herein by
reference (File No. 1-4033).
(11) Computation of Earnings Per Share for the five years ended
December 31, 1993. (page of this report)
(12) Computation of Ratio of Earnings to Fixed Charges for the five years
ended December 31, 1993. (page of this report)
(13) The Company's 1993 Annual Report to Shareholders. (pages 29 through
95 of the bound exhibits)
(21) List of the Company's subsidiaries as of December 31, 1993. (page 96
of the bound exhibits)
(24) Powers of Attorney for all directors whose names are signed to this
Annual Report on Form 10-K pursuant to such Powers of Attorney. (pages 97
through 106 of the bound exhibits)
Information, financial statements and exhibits required by Form 11-K with
respect to the Company's Thrift Plan for Salaried Employees, Construction
Materials Divisions Hourly Employees Savings Plan and Chemicals Division
Hourly Employees Savings Plan, for the fiscal year ended December 31, 1993,
will be filed as one or more amendments to this Form 10-K on or before
June 29, 1994, as permitted by Rule 15d-21 under the Securities Exchange Act
of 1934.
(b) REPORTS ON FORM 8-K
On November 16, 1993, the Company filed a Form 8-K Report with the
Securities and Exchange Commission with respect to the projected segment
earnings for 1994.
INDEPENDENT AUDITORS' REPORT
Vulcan Materials Company:
We have audited the accompanying consolidated balance sheets of Vulcan
Materials Company and its subsidiary companies as of December 31, 1993, 1992
and 1991, and the related consolidated statements of earnings, shareholders'
equity, and cash flows for the years then ended, and have issued our report
thereon dated February 4, 1994; such financial statements and report are
included in your 1993 Annual Report to the Shareholders and are incorporated
herein by reference. Our audits also included the financial statement
schedules of Vulcan Materials Company and its subsidiary companies, listed in
Item 14. These schedules are the responsibility of the Company's management.
Our responsibility is to express an opinion on these schedules based on our
audits. In our opinion, such supplemental schedules, when considered in
relation to the basic consolidated financial statements taken as a whole,
present fairly in all material respects the information shown therein.
/s/ Deloitte & Touche
Birmingham, Alabama
February 4, 1994
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.
VULCAN MATERIALS COMPANY
(Registrant)
March 29, 1994 By /s/ H. A. Sklenar
Date H. A. Sklenar
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ H. A. Sklenar Chairman, Chief Executive March 29, 1994
H. A. Sklenar Officer and Director
(Principal Executive Officer)
/s/ D. F. Sansone Vice President-Finance March 29, 1994
D. F. Sansone and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
The following directors:
Marion H. Antonini Director
Livio D. DeSimone Director
John K. Greene Director
Richard H. Leet Director
Douglas J. McGregor Director
Ann D. McLaughlin Director
James V. Napier Director
Donald B. Rice Director
Orin R. Smith Director
By /s/ William F. Denson, III March 29, 1994
William F. Denson, III
Attorney-in-Fact for
each of the nine
directors listed above