-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, BPO1MYvUDoDn8SAZ43f1fUPiPYreBiJ3Wr7M53Vc0yBxLHyn9ILLOJtXGJWXPKba An5AzaARbAyYvfNIMcFJUQ== 0000103973-95-000008.txt : 199506300000103973-95-000008.hdr.sgml : 19950630 ACCESSION NUMBER: 0000103973-95-000008 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950629 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: VULCAN MATERIALS CO CENTRAL INDEX KEY: 0000103973 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 630366371 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04033 FILM NUMBER: 95550543 BUSINESS ADDRESS: STREET 1: ONE METROPLEX DR CITY: BIRMINGHAM STATE: AL ZIP: 35209 BUSINESS PHONE: 2058773000 MAIL ADDRESS: STREET 1: PO BOX 530187 CITY: BIRMINGHAM STATE: AL ZIP: 35253-0187 10-K/A 1 FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Amendment No. 1 (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, 1994 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. [ ] The aggregate market value of the voting stock held by non-affiliates of the registrant as of February 28, 1995: Common Stock, $1 Par Value $1,775,017,728.00 The number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: Shares outstanding at February 28, 1995 Common Stock, $1 Par Value 35,858,944 Documents Incorporated by Reference: Portions of the registrant's Annual Report to Shareholders for the year ended December 31, 1994, are incorporated by reference into Parts I, II and IV of this Annual Report on Form 10-K. Portions of the registrant's annual proxy statement for the annual meeting of its shareholders to be held on May 22, 1995, 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 of this Annual Report on Form 10-K. AMENDMENT NO. 1 As permitted by Rule 15d-21 under the Securities Exchange Act of 1934, the undersigned registrant hereby amends its Annual Report for the fiscal year ended December 31, 1994, on Form 10-K to add thereto the consents of its independent certified accountant and the following items, financial statements, exhibits or other portions of said Annual Report as set forth in the pages attached hereto: (a) Financial statements required by Form 11-K with respect to the Vulcan Materials Company Thrift Plan for Salaried Employees for the fiscal year ended December 31, 1994, filed as Exhibit 25(a) to the aforesaid Annual Report. (b) Financial statements required by Form 11-K with respect to the Vulcan Materials Company Construction Materials Divisions Hourly Employees Savings Plan for the fiscal year ended December 31, 1994, filed as Exhibit 25(b) to the aforesaid Annual Report. (c) Financial statements required by Form 11-K with respect to the Vulcan Materials Company Chemicals Division Hourly Employees Savings Plan for the fiscal year ended December 31, 1994, filed as Exhibit 25(c) to the aforesaid Annual Report. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. VULCAN MATERIALS COMPANY (Registrant) By /s/ Daniel F. Sansone Daniel F. Sansone Vice President, Finance and Treasurer DATE: June 28, 1995 (This document consists of 45 sequentially numbered pages; an index appears on Page 2 hereof.) INDEX The following Exhibits to the Vulcan Materials Company Annual Report (Form 10-K) for the fiscal year ended December 31, 1994, are set forth herein, at the pages indicated: Exhibit 25(a): Tab 1 Financial statements required by Form 11-K with pp. 3-19 respect to the Vulcan Materials Company Thrift Plan for Salaried Employees for the fiscal year ended December 31, 1994, and the independent certified accountant's consent with respect thereto. Exhibit 25(b): Tab 2 Financial statements required by Form 11-K with pp. 20-32 respect to the Vulcan Materials Company Construction Materials Divisions Hourly Employees Savings Plan for the fiscal year ended December 31, 1994, and the independent certified accountant's consent with respect thereto. Exhibit 25(c): Tab 3 Financial statements required by Form 11-K with pp. 33-45 respect to the Vulcan Materials Company Chemicals Division Hourly Employees Savings Plan for the fiscal year ended December 31, 1994, and the independent certified accountant's consent with respect thereto. EX-25.1 2 FINANCIAL STATEMENT REQUIRED BY FORM 11-K EXHIBIT 25(a) TO FORM 10-K ANNUAL REPORT OF VULCAN MATERIALS COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994 UNDER THE SECURITIES EXCHANGE ACT OF 1934 FINANCIAL STATEMENTS REQUIRED BY FORM 11-K WITH RESPECT TO THE VULCAN MATERIALS COMPANY THRIFT PLAN FOR SALARIED EMPLOYEES FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994, AND THE INDEPENDENT CERTIFIED ACCOUNTANTS' CONSENT WITH RESPECT THERETO FILED AS AN AMENDMENT TO THE VULCAN MATERIALS COMPANY ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994, AS PERMITTED BY RULE 15d-21 UNDER THE SECURITIES EXCHANGE ACT OF 1934 VULCAN MATERIALS COMPANY VULCAN MATERIALS COMPANY THRIFT PLAN FOR SALARIED EMPLOYEES FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1994 and 1993 and INDEPENDENT AUDITORS' REPORT VULCAN MATERIALS COMPANY THRIFT PLAN FOR SALARIED EMPLOYEES Table of Contents Page Independent Auditors' Report 6 Financial Statements of the Vulcan Materials Company Thrift Plan for Salaried Employees: Statements of Net Assets Available for Benefits: December 31, 1994 7 December 31, 1993 8 Statements of Changes in Net Assets Available for Benefits: December 31, 1994 9 December 31, 1993 10 Notes to Financial Statements 11-18 Independent Auditors' Consent 19 INDEPENDENT AUDITORS' REPORT To the Administrative Committee of Vulcan Materials Company Thrift Plan for Salaried Employees: We have audited the accompanying statements of net assets available for benefits of the Vulcan Materials Company Thrift Plan for Salaried Employees as of December 31, 1994 and 1993, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1994 and 1993, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information by fund in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for the purpose of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of the individual funds. The supplemental information by fund is the responsibility of the Plan's management. Such supplemental information by fund has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ Deloitte & Touche LLP Birmingham, Alabama June 2, 1995
VULCAN MATERIALS COMPANY THRIFT PLAN FOR SALARIED EMPLOYEES STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1994 Supplemental Information By Fund Short-Term Growth and Vulcan Money Market Intermediate- Large Small Materials Investments Term Companies Companies International Company and Loans to Fixed Income Common Common Equity Common Total Participants Investments Stocks Stocks Instruments Stock ASSETS INVESTMENTS (cost of $71,797,904) (Notes 1, 4 and 5): Collective short-term investments $ 15,241,406 $14,142,916 $ 31 $ 72,363 $ 87,303 $ 103,271 $ 835,522 Common stock of Vulcan Materials Company 112,377,962 112,377,962 Units in commingled funds 29,202,907 3,878,428 11,321,722 10,387,702 3,615,055 Loans to participants (Note 2) 2,117,005 2,117,005 Total investments 158,939,280 16,259,921 3,878,459 11,394,085 10,475,005 3,718,326 113,213,484 RECEIVABLE FROM VULCAN MATERIALS COMPANY: Employer contributions 223,842 223,842 Employee contributions 586,921 46,142 18,604 90,982 80,108 42,869 308,216 Total receivable 810,763 46,142 18,604 90,982 80,108 42,869 532,058 TRANSFERS IN PROCESS (61,984) (63,023) (201,177) (405,795) 152,128 579,851 NET ASSETS AVAILABLE FOR BENEFITS $159,750,043 $16,244,079 $3,834,040 $11,283,890 $10,149,318 $3,913,323 $114,325,393 See notes to financial statements.
VULCAN MATERIALS COMPANY THRIFT PLAN FOR SALARIED EMPLOYEES STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1993 Supplemental Information By Fund Short-Term Growth and Vulcan Money Market Intermediate- Large Small Materials Investments Term Companies Companies International Company and Loans to Fixed Income Common Common Equity Common Total Participants Investments Stocks Stocks Instruments Stock ASSETS INVESTMENTS (Cost of $64,717,511) (Notes 1, 4 and 5): Collective short-term investments $ 15,280,441 $13,988,062 $ 15 $ 87,350 $ 100,987 $ 601,913 $ 502,114 Common stock of Vulcan Materials Company 105,843,984 105,843,984 Units in commingled funds 29,785,650 5,373,319 10,917,328 11,981,720 1,513,283 Loans to participants (Note 2) 2,274,600 2,274,600 Total investments 153,184,675 16,262,662 5,373,334 11,004,678 12,082,707 2,115,196 106,346,098 RECEIVABLE FROM VULCAN MATERIALS COMPANY: Employer contributions 192,397 192,397 Employee contributions 485,080 33,964 12,111 49,816 69,621 17,916 301,652 Total receivable 677,477 33,964 12,111 49,816 69,621 17,916 494,049 TRANSFER IN PROCESS 702,026 221,465 57,226 (112,379) 508,627 (1,376,965) NET ASSETS AVAILABLE FOR BENEFITS $153,862,152 $16,998,652 $5,606,910 $11,111,720 $12,039,949 $2,641,739 $105,463,182 See notes to financial statements.
VULCAN MATERIALS COMPANY THRIFT PLAN FOR SALARIED EMPLOYEES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1994 Supplemental Information By Fund Short-Term Growth and Vulcan Money Market Intermediate- Large Small Materials Investments Term Companies Companies International Company and Loans to Fixed Income Common Common Equity Common Total Participants Investments Stocks Stocks Instruments Stock ADDITIONS TO NET ASSETS ATTRIBUTED TO: INVESTMENT INCOME (LOSS): Interest, net $ 799,415 $ 737,051 $ 734 $ (8,996) $ 7,411 $ 6,433 $ 56,782 Dividends 2,902,996 2,902,996 Net investment gains (losses): Realized (Note 3) 7,126,922 181,472 529,985 1,029,537 15,039 5,370,889 Unrealized (Note 4) (1,325,788) (404,925) (179,134) (1,032,853) 132,216 158,908 Net investment income (loss) 9,503,545 737,051 (222,719) 341,855 4,095 153,688 8,489,575 CONTRIBUTIONS (Note 2): Participants 8,053,422 929,575 258,510 1,253,253 1,181,280 548,953 3,881,851 Vulcan Materials Company 2,585,973 2,585,973 Total contributions 10,639,395 929,575 258,510 1,253,253 1,181,280 548,953 6,467,824 REDISTRIBUTION OF PARTICIPANTS' INVESTMENT OPTION UNDER THE PLAN 42,483 (639,874) (621,477) (2,357,174) 826,349 2,749,693 TOTAL ADDITIONS 20,142,940 1,709,109 (604,083) 973,631 (1,171,799) 1,528,990 17,707,092 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: WITHDRAWALS BY PARTICIPANTS (Note 2): Cash 13,062,035 2,463,682 1,168,787 801,461 718,832 257,406 7,651,867 Common stock of Vulcan Materials Company 1,193,014 1,193,014 Total withdrawals 14,255,049 2,463,682 1,168,787 801,461 718,832 257,406 8,844,881 NET INCREASE (DECREASE) 5,887,891 (754,573) (1,772,870) 172,170 (1,890,631) 1,271,584 8,862,211 NET ASSETS AVAILABLE FOR BENEFITS: BEGINNING OF YEAR 153,862,152 16,998,652 5,606,910 11,111,720 12,039,949 2,641,739 105,463,182 END OF YEAR $159,750,043 $16,244,079 $3,834,040 $11,283,890 $10,149,318 $3,913,323 $114,325,393 See notes to financial statements.
VULCAN MATERIALS COMPANY THRIFT PLAN FOR SALARIED EMPLOYEES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1993 Supplemental Information By Fund Short-Term Growth and Vulcan Money Market Intermediate- Large Small Materials Investments Term Companies Companies International Company and Loans to Fixed Income Common Common Equity Common Total Participants Investments Stocks Stocks Instruments Stock ADDITIONS TO NET ASSETS ATTRIBUTED TO: INVESTMENT INCOME (LOSS): Interest, net $ 670,771 $ 610,035 $ 2,538 $ 1,752 $ 20,354 $ 4,744 $ 31,348 Dividends 2,815,733 2,815,733 Net investment gains (losses): Realized (Note 3) 2,084,861 244,129 117,482 834,031 (7,119) 896,338 Unrealized (Note 4) (3,224,776) 155,696 1,447,415 (259,834) 283,678 (4,851,731) Net investment income (loss) 2,346,589 610,035 402,363 1,566,649 594,551 281,303 (1,108,312) CONTRIBUTIONS (Note 2): Participants 6,101,372 481,218 207,203 630,598 939,400 131,479 3,711,474 Vulcan Materials Company 2,369,763 2,369,763 Total contributions 8,471,135 481,218 207,203 630,598 939,400 131,479 6,081,237 REDISTRIBUTION OF PARTICIPANTS' INVESTMENT OPTION UNDER THE PLAN 2,031,402 (113,423) 627,035 (1,402,350) 1,658,604 (2,801,268) TOTAL ADDITIONS 10,817,724 3,122,655 496,143 2,824,282 131,601 2,071,386 2,171,657 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: WITHDRAWALS BY PARTICIPANTS (Note 2): Cash 9,586,285 3,415,989 673,922 316,047 588,086 56,370 4,535,871 Common stock of Vulcan 314,618 314,618 Total withdrawals 9,900,903 3,415,989 673,922 316,047 588,086 56,370 4,850,489 NET INCREASE (DECREASE) 916,821 (293,334) (177,779) 2,508,235 (456,485) 2,015,016 (2,678,832) NET ASSETS AVAILABLE FOR BENEFITS: BEGINNING OF YEAR 152,945,331 17,291,986 5,784,689 8,603,485 12,496,434 626,723 108,142,014 END OF YEAR $153,862,152 $16,998,652 $5,606,910 $11,111,720 $12,039,949 $2,641,739 $105,463,182 See notes to financial statements.
VULCAN MATERIALS COMPANY THRIFT PLAN FOR SALARIED EMPLOYEES NOTES TO FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES GENERAL - The financial statements of the Vulcan Materials Company Thrift Plan for Salaried Employees ("Plan") have been prepared on the accrual basis of accounting. All assets of the Plan are held by the Northern Trust Company of Chicago, Illinois ("Trustee"). VALUATION OF INVESTMENTS - Investments are reported at fair value. All investments in securities are traded on national and over-the-counter exchanges and are valued at the closing bid price of the security as of the last day of the year. Loans to participants are valued at cost plus accrued interest. The average cost of securities sold or distributed is used to determine net investment gains (losses) realized. Security transactions are recorded on the settlement date. Distributions of common stock, if any, to participants are recorded at the market value of such stock at the end of the month prior to distribution. Vulcan Materials Company ("Company") pays the administrative costs of the Plan, including the trustee's fees and charges. Investment manager fees are netted against Plan investment income. Expenses incurred in connection with the transfer of securities, such as brokerage commissions and transfer taxes, are added to the cost of such securities or deducted from the proceeds thereof. BENEFITS PAYABLE - In 1993, the Plan changed its method of accounting for benefits payable to comply with the 1993 AICPA Audit and Accounting Guide, "Audits of Employee Benefit Plans." The new guidance requires that benefits payable to persons who have withdrawn from participation in a defined contribution plan be disclosed in the footnotes to the financial statements rather than be recorded as a liability of the Plan. As of December 31, 1994 and 1993, benefits of $683,639 and $871,585, respectively, were due to participants who have elected to receive a distribution from the Plan. 2. DESCRIPTION OF THE PLAN GENERAL - The Plan, established effective January 1, 1965 and most recently restated effective January 1, 1989, provides for accumulation of savings, including ownership of common stock of the Company, for salaried employees of the Company and its participating subsidiaries, Wanatah Trucking Co., Inc., Vulcan Gulf Coast Materials, Inc., Reed Crushed Stone Company, Inc., Reed Terminal Company, Inc., BRT Transfer Terminal, Inc. and Callaway Chemical Company (the "Participating Companies") through voluntary payroll deductions and contributions by the Participating Companies. PARTICIPATION AND VESTING - Generally, salaried employees qualify to participate upon completion of one year of employment service. Participants are fully vested at all times. The number of participants in the Plan at December 31, 1994 and 1993 was as follows: 1994 1993 Total participants 2,406 2,123 Participants included in the above total who are no longer employed by the Participating Companies, but who have vested benefits under the Plan 245 228 FUNDING - The Plan is funded through contributions by participants and the Participating Companies. The Plan provides for two types of employee contributions to the Plan; pay conversion contributions (pre- tax) and after-tax contributions. An employee may designate multiples of 1%, ranging from 1% to 14%, of earnings as either pay conversion contributions, after-tax contributions, or any combination of the two. Participating Companies expect to make matching contributions out of accumulated earnings and profits to match that portion of an employee's contribution (whether pre-tax, after-tax or both) amounting up to 4% of the employee's earnings. Matching contributions by Participating Companies are determined by their boards of directors and normally range from 25% to 100% depending on a participant's completed years of matching service. Pay conversion contributions, which are subject to annual increases pursuant to federal regulations, are limited to a maximum dollar amount of $9,240 (1994) and $8,994 (1993). Certain additional limits may be imposed on the amount of contributions by or on behalf of certain higher-paid employees. INVESTMENT OPTIONS - Participant's contributions are invested in six separate investment funds (see Note 5) of the Plan in proportions elected by the participant. The Participating Companies' matching contributions are invested in the fund which consists of common stock of the Company. PARTICIPANT ACCOUNTS AND ALLOCATIONS - Each participant has a separate account maintained for each investment option and source of funds. For each investment account a final balance will be determined as of the end of each calendar month. The final balance is equal to the preliminary month end balance (as defined in the Plan) multiplied by the ratio of the market value of the assets held in that particular investment fund as of the end of the calendar month to the total of the preliminary month end balances of all investment accounts in such investment fund as of the end of the same month. DISTRIBUTIONS AND WITHDRAWALS - Upon termination of employment, disability (as defined in the Plan) or death, a participant or his beneficiary is entitled to his entire account. Distributions are made in cash, except that the portion invested in common stock of the Company may be distributed in whole shares of such stock, if requested by the participant or beneficiary. An employee terminating after January 1, 1983 can maintain his account in the Plan until age 70-1/2 if the value of such account exceeds $3,500. A participant may make an in-service withdrawal. If an after-tax withdrawal exceeds the amount of after-tax contributions made by the participant prior to January 1, 1987, or if it is the second after-tax withdrawal within twelve months, all contributions to the participant's accounts must be suspended for at least three months. If a participant makes any "hardship" withdrawal (as defined in the Plan) from the pay conversion account, all contributions to the participant's accounts must be suspended for at least twelve months. If the participant withdraws any of his matching contributions account, all contributions to the participant's account must be suspended for at least six months. Subject to the restrictions described in the preceding paragraph, a participant may withdraw any amount up to the value of his entire account; provided, however, that (1) no portion of an actively employed participant's pay conversion contribution account may be distributed to him before age 59-1/2 unless the administrative committee approves a "hardship" withdrawal (as defined in the Plan) and (2) the preceding twenty-four months of matching contributions may not be withdrawn by an actively employed participant who has not been a participant in the Plan for at least 60 months. LOANS - A participant may apply for a loan at any time provided that the aggregate value of his pay conversion contribution account, after-tax contribution account and transfer contribution account invested in Fund 1 (see Note 5) is at least equal to the proposed loan plus any existing loan. The amount of the loan cannot exceed the lesser of 50% of the participant's total account or $50,000. If a loan is made, the participant shall execute a note payable to the Trustee in the amount of the loan and bearing interest at the prime interest rate plus 1%. During 1994 and 1993, the average rate of interest on loans approximated 8.15% and 7.3%, respectively. The note shall be held as an investment by the Trustee as part of that portion of the fund invested in fixed income securities. Loans must be repaid in 36 monthly installments through payroll deductions. Interest income on such loans aggregated $152,415 in 1994 and $162,570 in 1993. PLAN TERMINATION - In the event it becomes necessary to terminate the Plan, participants will receive a distribution of the amounts held for their accounts. RECLASSIFICATIONS - Certain reclassifications have been made to the 1993 financial statements to conform to the 1994 presentation. 3. NET REALIZED INVESTMENT GAINS (LOSSES)
Aggregate Aggregate Net Realized 1994 Cost Proceeds Gain (Loss) Fund holding principally intermediate- term fixed income investments $1,806,554 $ 1,988,026 $ 181,472 Commingled funds holding principally common stock 2,380,439 3,939,961 1,559,522 Commingled funds holding principally international equity instruments 104,961 120,000 15,039 Fund holding principally Vulcan Materials Company common stock 2,179,290 7,550,179 5,370,889 Total $6,471,244 $13,598,166 $7,126,922 1993 Fund holding principally intermediate- term fixed income investments $1,594,047 $ 1,838,176 $ 244,129 Funds holding principally common stock 1,415,995 2,367,508 951,513 Commingled funds holding principally international equity instruments 78,385 71,266 (7,119) Fund holding principally Vulcan Materials Company common stock 316,713 1,213,051 896,338 Total $3,405,140 $ 5,490,001 $2,084,861
4. INVESTMENTS The Plan's investment assets consist of an interest in one of the investment accounts of the Vulcan Materials Company Master Trust ("Master Trust") administered by Northern Trust Company. Use of the Master Trust permits the commingling of investment assets of a number of employee benefit plans of the Participating Companies. Although the assets are commingled, the Company maintains supporting records for the purpose of allocating the investment assets and the related net earnings to the various participating employee benefit plans. The investment accounts of the Master Trust at December 31, 1994 and 1993 are summarized as follows: 1994 1993 Pension Investment Account $264,288,286 $270,465,591 Thrift Plan Investment Account 159,750,043 153,862,152 Chemicals Savings Account 17,151,017 16,135,387 Construction Savings Account 9,732,139 8,160,414 Net assets $450,921,485 $448,623,544 The net assets of the Master Trust at December 31, 1994 and 1993 are summarized as follows: 1994 1993 Commingled fund holding principally short-term fixed income investments and loans to participants $ 30,247,021 $ 18,678,781 Guaranteed investment contracts 20,924,682 19,803,668 Fund holding principally real estate investments 14,449,642 12,044,398 Fund holding principally intermediate- term fixed income investments 51,667,752 57,877,310 Commingled funds holding principally common stock 160,969,643 157,489,866 Commingled funds holding principally international equity instruments 56,042,408 73,558,068 Fund holding Vulcan Materials Company common stock 116,620,337 109,171,453 Net assets $450,921,485 $448,623,544 The total investment income by type of the Master Trust at December 31, 1994 and 1993 is summarized as follows: 1994 1993 Interest, net $ 1,971,049 $ 1,897,072 Dividends 3,003,469 2,898,022 Other 346,867 69,745 Net investment gains (losses): Realized 15,145,823 24,636,203 Unrealized (4,905,558) 5,391,112 Total $15,561,650 $34,892,154 Investments held by the Plan at December 31, 1994 and 1993 and changes in unrealized appreciation (depreciation) of investments for the years then ended are summarized below:
Market Appreciation Cost Value (Depreciation) Totals at December 31, 1993 $64,717,511 $153,184,675 $ 88,467,164 Totals at December 31, 1994: Loans to Participants 2,094,644 2,117,005 Managed Funds: 333,171 units - fixed income funds 3,572,313 3,878,428 65,712 units - common stock funds 13,352,380 21,709,424 271,497 units - international equity instruments 3,261,665 3,615,055 $15,215,369 par - money market investments 15,215,369 15,241,406 2,219,786 shares of Vulcan Materials Company common stock 34,253,136 112,377,962 Accrued interest and dividends (included in market values) 48,397 Total 71,797,904 158,939,280 87,141,376 Net change in 1994 $ 7,080,393 $ 5,754,605 $ (1,325,788)
Market Appreciation Cost Value (Depreciation) Totals at December 31, 1992 $60,621,332 $152,313,272 $ 91,691,940 Totals at December 31, 1993: Loans to Participants 2,260,946 2,274,600 Managed Funds: 442,817 units - fixed income funds 4,662,279 5,373,319 69,767 units - common stock funds 13,330,017 22,899,048 120,449 units - international equity instruments 1,292,109 1,513,283 $15,239,882 par - money market investments 15,239,882 15,280,441 2,258,005 shares of Vulcan Materials Company common stock 27,878,065 105,843,984 Accrued interest and dividends (included in market values) 54,213 Total 64,717,511 153,184,675 88,467,164 Net change in 1993 $ 4,096,179 $ 871,403 $ (3,224,776)
5. INVESTMENT PROGRAM A listing of the investment options and the number of participants electing each option is shown below:
As of December 31, 1994 1993 (1) A commingled fund invested in short-term fixed income investments with its primary objective being the preservation of principal and loans to participants; 103 76 (2) A managed fund invested in intermediate-term fixed income investments with its primary objective being to provide an above-average rate of return; 13 5 (3) A commingled fund invested primarily in common stocks of large companies; 31 5 (4) A managed fund invested primarily in growth stocks and small company stocks; 15 16 (5) A commingled fund invested primarily in international equity instruments; 4 1 (6) Common stock of Vulcan Materials Company; or 608 587 Any combination of (1), (2), (3), (4), (5), (6). 1,632 1,433
All contributions of Participating Companies are invested in the fund which consists of the Company's common stock, except that retired employees over age 55, disabled employees or active employees over age 59 1/2 may transfer Company matching funds to the other investment funds. With respect to investment alternatives (1) the short-term money market fund, (2) the intermediate-term fixed income fund, (3) the large companies stock fund, (4) the growth stock fund and the small companies stock fund, and (5) the international equity fund, investment managers have been appointed whose duty it is to advise the Trustee as to particular investments to be made. As of December 31, 1994, the investment managers were as follows: (1) Money market fund The Northern Trust Company 50 South LaSalle Street Chicago, IL 60675 (2) Intermediate-term fixed income fund MacKay-Shields Financial Corporation 9 West 57th Street New York, NY 10019 (3) Large companies stock fund Trinity Investment Management Corporation Ten Tremont Street Boston, MA 02108 (4) Growth and small companies common stock fund: (i) Growth stock The Chicago Corporation 208 South LaSalle Street Chicago, IL 60604 (ii) Small companies stock Nicholas Company, Inc. 312 East Wisconsin Avenue Milwaukee, WI 53202 (5) International equity fund: (i) Hedged fund Bankers Trust Company P.O. Box 318 New York, NY 10008 (ii) Non-hedged fund State Street Bank 225 Franklin Street Boston, MA 02110 6. PLAN TRANSFERS During 1994, the Plan accepted rollover contributions from a group of employees from an acquired company. With Administrative Committee approval, salaried employees of Callaway Chemical Company were allowed at their election, to rollover assets totaling $1,428,324 distributed from their previous employer's thrift plans into the Plan. Such amounts are included with contributions in the accompanying financial statements. 7. TAX STATUS The Plan obtained its latest determination letter on May 24, 1995, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. * * * * * INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-24051 of Vulcan Materials Company on Form S-8 of our reports dated February 3, 1995 and June 2, 1995, appearing in the Annual Report on Form 10-K of Vulcan Materials Company for the year ended December 31, 1994 and in the Annual Report on Form 11-K of the Vulcan Materials Company Thrift Plan for Salaried Employees for the year ended December 31, 1994, respectively. We also consent to the reference to us under the heading "Experts" in the Registration Statement. /s/ Deloitte & Touche LLP Birmingham, Alabama June 26, 1995 EX-25.2 3 EXHIBIT 25(b) TO FORM 10-K ANNUAL REPORT OF VULCAN MATERIALS COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994 UNDER THE SECURITIES EXCHANGE ACT OF 1934 FINANCIAL STATEMENTS REQUIRED BY FORM 11-K WITH RESPECT TO THE VULCAN MATERIALS COMPANY CONSTRUCTION MATERIALS DIVISIONS HOURLY EMPLOYEES SAVINGS PLAN FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994, AND THE INDEPENDENT CERTIFIED ACCOUNTANTS' CONSENT WITH RESPECT THERETO FILED AS AN AMENDMENT TO THE VULCAN MATERIALS COMPANY ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994, AS PERMITTED BY RULE 15d-21 UNDER THE SECURITIES EXCHANGE ACT OF 1934 VULCAN MATERIALS COMPANY VULCAN MATERIALS COMPANY CONSTRUCTION MATERIALS DIVISIONS HOURLY EMPLOYEES SAVINGS PLAN Financial Statements for the Years Ended December 31, 1994 and 1993 and Independent Auditors' Report VULCAN MATERIALS COMPANY CONSTRUCTION MATERIALS DIVISIONS HOURLY EMPLOYEES SAVINGS PLAN Table of Contents Page Independent Auditors' Report 23 Financial Statements of the Vulcan Materials Company Construction Materials Divisions Hourly Employees Savings Plan: Statements of Net Assets Available for Benefits as of December 31, 1994 and 1993 24 Statements of Changes in Net Assets Available for Benefits for Each Year in the Periods Ended December 31, 1994 and 1993 25 Notes to Financial Statements 26-31 Independent Auditors' Consent 32 INDEPENDENT AUDITORS' REPORT To the Administrative Committee of Vulcan Materials Company Construction Materials Divisions Hourly Employees Savings Plan: We have audited the accompanying statements of net assets available for benefits of the Vulcan Materials Company Construction Materials Divisions Hourly Employees Savings Plan as of December 31, 1994 and 1993, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1994 and 1993, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information by fund in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for the purpose of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of the individual funds. The supplemental information by fund is the responsibility of the Plan's management. Such supplemental information by fund has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ Deloitte & Touche LLP Birmingham, Alabama June 2, 1995
VULCAN MATERIALS COMPANY CONSTRUCTION MATERIALS DIVISIONS HOURLY EMPLOYEES SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1994 AND 1993 1994 1993 Supplemental Information by Fund Supplemental Information by Fund Vulcan Vulcan Large Materials Large Materials Guaranteed Companies Company Guaranteed Companies Company Investment Common Common Investment Common Common Total Contracts Stock Stock Total Contracts Stock Stock ASSETS: INVESTMENTS [Cost of $9,180,265 (1994) and $7,820,483 (1993)] (Notes 1, 3 & 5): Collective short-term investments $ 16,794 $ 16,615 $ 32 $ 147 $ 24,691 $ 22,725 $ 948 $ 1,018 Guaranteed investment contracts 7,735,521 7,735,521 6,683,740 6,683,740 Commingled funds holding principally common stock 297,310 297,310 224,756 224,756 Fund holding Vulcan Materials Company common stock 1,402,059 1,402,059 1,057,500 1,057,500 Total investments 9,451,684 7,752,136 297,342 1,402,206 7,990,687 6,706,465 225,704 1,058,518 RECEIVABLE FROM VULCAN MATERIALS COMPANY: Employer contributions 73,550 73,550 35,655 35,655 Employee contributions 206,905 143,933 13,574 49,398 134,072 92,472 5,788 35,812 Total receivable 280,455 217,483 13,574 49,398 169,727 128,127 5,788 35,812 TOTAL ASSETS 9,732,139 7,969,619 310,916 1,451,604 8,160,414 6,834,592 231,492 1,094,330 TRANSFERS IN PROCESS 3,910 (8,580) 4,670 (601) 601 NET ASSETS AVAILABLE FOR BENEFITS $9,732,139 $7,973,529 $302,336 $1,456,274 $8,160,414 $6,834,592 $230,891 $1,094,931 See notes to financial statements.
VULCAN MATERIALS COMPANY CONSTRUCTION MATERIALS DIVISIONS HOURLY EMPLOYEES SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993 1994 1993 Supplemental Information by Fund Supplemental Information by Fund Vulcan Vulcan Large Materials Large Materials Guaranteed Companies Company Guaranteed Companies Company Investment Common Common Investment Common Common Total Contracts Stock Stock Total Contracts Stock Stock ADDITIONS TO NET ASSETS ATTRIBUTED TO: INVESTMENT INCOME (LOSS): Interest $ 407,847 $ 406,815 $ 142 $ 890 $ 404,902 $ 404,032 $ 93 $ 777 Dividends 32,677 32,677 24,359 24,359 Net investment gains (losses): Realized 664 664 Unrealized (Note 4) 101,215 7,829 93,386 10,010 31,239 (21,229) Net investment income 541,739 406,815 7,971 126,953 439,935 404,032 31,996 3,907 CONTRIBUTIONS (Note 2): Participants 1,620,053 1,117,784 91,752 410,517 1,394,709 980,516 57,824 356,369 Vulcan Materials Company 498,395 498,395 370,925 370,925 Total contributions 2,118,448 1,616,179 91,752 410,517 1,765,634 1,351,441 57,824 356,369 REDISTRIBUTION OF PARTICIPANTS' INVESTMENT OPTION UNDER THE PLAN (14,539) (3) 14,542 (62,926) 5,737 57,189 TRANSFERS FROM OTHER PLANS (Note 6) 9,264 7,388 938 938 TOTAL ADDITIONS 2,660,187 2,008,455 99,720 552,012 2,214,833 1,699,935 96,495 418,403 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: WITHDRAWALS BY PARTICIPANTS (Note 2) (1,088,462) (869,518) (28,275) (190,669) (923,880) (750,320) (22,204) (151,356) NET INCREASE 1,571,725 1,138,937 71,445 361,343 1,290,953 949,615 74,291 267,047 NET ASSETS AVAILABLE FOR BENEFITS: BEGINNING OF YEAR 8,160,414 6,834,592 230,891 1,094,931 6,869,461 5,884,977 156,600 827,884 END OF YEAR $9,732,139 $7,973,529 $302,336 $1,456,274 $8,160,414 $6,834,592 $230,891 $1,094,931 See notes to financial statements.
VULCAN MATERIALS COMPANY CONSTRUCTION MATERIALS DIVISIONS HOURLY EMPLOYEES SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES GENERAL - The financial statements of the Vulcan Materials Company Construction Materials Divisions Hourly Employees Savings Plan ("Plan") have been prepared on the accrual basis of accounting. All assets of the Plan are held by The Northern Trust Company, Chicago, Illinois ("Trustee"). Vulcan Materials Company ("Company") pays the administrative costs of the Plan, including the trustee's fees and charges. VALUATION OF INVESTMENTS - Investments other than guaranteed investment contracts are reported at fair value. Investments in securities traded on national and over-the-counter exchanges are valued at the closing bid price of the security as of the last day of the year. Guaranteed investment contracts are reported at their contract value, which is cost increased by interest earned. The average cost of securities sold or distributed is used to determine net investment gains (losses) realized. Security transactions are recorded on the settlement date. Distributions of common stock, if any, to participants are recorded at the market value of such stock at the end of the month prior to distribution. BENEFITS PAYABLE - In 1993, the Plan changed its method of accounting for benefits payable to comply with the 1993 AICPA Audit and Accounting Guide, "Audits of Employee Benefit Plans." The new guidance requires that benefits payable to persons who have withdrawn from participation in a defined contribution plan be disclosed in the footnotes to the financial statements rather than be recorded as a liability of the Plan. As of December 31, 1994 and 1993, benefits of $98,270 and $144,667, respectively, were due to participants who had elected to receive a distribution from the Plan. NEW ACCOUNTING STANDARD NOT YET ADOPTED - The Plan has not yet adopted Statement of Position (SOP) No. 94-4 "Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined Contribution Pension Plans," issued in September 1994. The new guidance requires defined contribution plans to report investment contracts with fully benefit-responsive features (as defined in the SOP) at contract value. Other investment contracts are recorded at fair value. This SOP is effective for financial statements for plan years beginning after December 15, 1994, except that the application of this SOP to investment contracts entered into before December 31, 1993, is delayed to plan years beginning after December 15, 1995, at which time the Plan intends to adopt this SOP. The impact of adoption of SOP No. 94-4 is expected to be insignificant. 2. DESCRIPTION OF THE PLAN GENERAL - The Plan, established October 1, 1983 and restated as of May 1, 1991, is a defined contribution employee benefit plan covering all hourly employees of the Company's Southeast, Mideast, Midsouth and Southwest Divisions, as well as all non-union hourly employees of the Company's Southern and Midwest Divisions and its wholly-owned subsidiaries, Vulcan Gulf Coast Materials, Wanatah Trucking Co., Inc., Reed Crushed Stone, Reed Terminal Company, Inc. and BRT Transfer Terminal, Inc., (the "Participating Companies"). PARTICIPATION AND VESTING - Generally, hourly employees qualify to participate upon completion of one year of employment service. Participants are fully vested at all times. The number of participants in the Plan at December 31, 1994 and 1993 was as follows: 1994 1993 Total participants 1,821 1,831 Participants included in the above total who have transferred to a bargaining unit not covered by the Plan, or are no longer employed by the Company, but who have vested benefits under the Plan 47 60 FUNDING - The Plan is funded through participants' and Company contributions. A participant may make weekly matched contributions in multiples of $1 up to a maximum weekly matched contribution as stated in the plan document. Company contributions equal a percentage of participants' contributions, based on the participant's length of service as stated in the plan document. In addition to the matched contributions, participants may make weekly unmatched contributions in multiples of $1 up to a maximum weekly contribution as stated in the plan document. ALLOCATION AND DETERMINATION OF ACCOUNTS - Separate accounts are maintained for each participant for matched, unmatched, and Company contributions and accumulated earnings on each. Additionally, subaccounts are maintained for matched and unmatched accounts for the portion of each account that is attributable to pre-tax contributions and the portion attributable to after-tax contributions. Monthly net earnings are allocated to each participant's account in the ratio of the participant's account balance to total participants' account balances. DISTRIBUTIONS AND WITHDRAWALS - A participant's total account is distributed upon retirement, disability, death or termination of employment unless the account value is greater than $3,500, in which case the participant may defer until age 70-1/2. Prior to a termination of employment, participants may make partial withdrawals or may withdraw their total account, except that if a participant has not maintained a participant contribution account for the 60 months immediately preceding the voluntary withdrawal, no Company contributions which have been on deposit less than 24 months will be distributed until 24 months after the earlier of the employee's withdrawal date or the employee's termination of employment. In addition, any in-service distribution from a participant's pre-tax contributions must meet the requirements of a "hardship withdrawal," as set forth in the Plan document. INVESTMENTS - Participants' contributions are invested in three separate investment funds (see Note 5) of the Plan in proportions elected by the participant. The Company's matching contributions are invested in the fund which invests primarily in guaranteed investment contracts. PLAN TERMINATION - In the event it becomes necessary to terminate the Plan, participants will receive a distribution of the amounts held for their accounts. 3. INVESTMENTS The Plan's investment assets consist of an interest in one of the investment accounts of the Vulcan Materials Company Master Trust ("Master Trust") administered by Northern Trust Company. Use of the Master Trust permits the commingling of investment assets of a number of employee benefit plans of the Participating Companies. Although the assets are commingled, the Company maintains supporting records for the purpose of allocating the investment assets and the related net earnings to the various participating employee benefit plans. The investment accounts of the Master Trust at December 31, 1994 and 1993 are summarized as follows: 1994 1993 Pension Investment Account $264,288,286 $270,465,591 Thrift Plan Investment Account 159,750,043 153,862,152 Chemicals Savings Account 17,151,017 16,135,387 Construction Savings Account 9,732,139 8,160,414 Net assets $450,921,485 $448,623,544 The net assets of the Master Trust at December 31, 1994 and 1993 are summarized as follows: 1994 1993 Commingled fund holding principally short-term fixed income investments and loans to participants $ 30,247,021 $ 18,678,781 Guaranteed investment contracts 20,924,682 19,803,668 Fund holding principally real estate investments 14,449,642 12,044,398 Fund holding principally intermediate- term fixed income investments 51,667,752 57,877,310 Commingled funds holding principally common stock 160,969,643 157,489,866 Commingled funds holding principally international equity instruments 56,042,408 73,558,068 Fund holding Vulcan Materials Company common stock 116,620,337 109,171,453 Net assets $450,921,485 $448,623,544 The total investment income by type of the Master Trust at December 31, 1994 and 1993 is summarized as follows: 1994 1993 Interest, net $ 1,971,049 $ 1,897,072 Dividends 3,003,469 2,898,022 Other 346,867 69,745 Net investment gains (losses): Realized 15,145,823 24,636,203 Unrealized (4,905,558) 5,391,112 Total $15,561,650 $34,892,154 Investments held by the Plan at December 31, 1994 and 1993 respectively, are as follows: 1994 1993 Collective short-term investments (cost and market) $16,794 $24,691
Guaranteed investment contract at contract value - Insurance Contract Guaranteed Company Year Rate* Maturity Dates 1994 1993 Metropolitan Life 1991 5.75%** May 1, annually $7,735,521 $6,683,740 * Rates are net of insurance company charges. ** Interest rate was 7.43% from January 1 - April 30, 1993, 6.09% from May 1, 1993 - April 30, 1994, and 5.75% from May 1 - December 31, 1994. Upon maturity, the Company renegotiates new terms on these contracts.
Commingled funds: 1994 1993 Cost Market Cost Market Funds holding principally common stock - 1,014.11 shares (1994) and 791.30 shares (1993) $ 230,313 $ 297,310 $165,588 $ 224,756 Fund holding Vulcan Materials Company common stock - 27,695 shares (1994) and 22,560 shares (1993) $1,197,637 $1,402,059 $946,464 $1,057,500
4. CHANGES IN UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS Investments held by the Plan at December 31, 1994 and 1993 and changes in unrealized appreciation (depreciation) of investments for the years then ended are summarized below:
Current Market or Year Contract Cumulative Appreciation Prior Years Cost Value Appreciation (Depreciation) Appreciation December 31, 1994: Collective short-term investments $ 16,794 $ 16,794 Guaranteed investment contracts 7,735,521 7,735,521 Commingled funds holding principally common stock 230,313 297,310 $ 66,997 $ 7,829 $ 59,168 Fund holding Vulcan Materials Company common stock 1,197,637 1,402,059 204,422 93,386 111,036 Total $9,180,265 $9,451,684 $271,419 $101,215 $170,204 December 31, 1993: Collective short-term investments $ 24,691 $ 24,691 Guaranteed investment contracts 6,683,740 6,683,740 Commingled funds holding principally common stock 165,588 224,756 $ 59,168 $ 31,239 $ 27,929 Fund holding Vulcan Materials Company common stock 946,464 1,057,500 111,036 (21,229) 132,265 Total $7,820,483 $7,990,687 $170,204 $ 10,010 $160,194
5. INVESTMENT PROGRAM The number of participants electing each investment option is shown below: As of December 31, 1994 1993 (1) A fund invested in guaranteed investment contracts 1,003 889 (2) Commingled funds invested primarily in common stocks of large companies 17 15 (3) Common stock of Vulcan Materials Company 185 191 (4) Any combination of (1), (2) or (3) 616 736 Investment managers have been appointed whose duty is to advise the trustee as to particular investments to be made. As of December 31, 1994 the investment managers were as follows: (1) Guaranteed investment The Northern Trust Company contracts and Vulcan Materials 50 South LaSalle Street Company stock fund Chicago, Illinois 60675 (2) Large companies Trinity Investment common stock fund Management Corporation Ten Tremont Street Boston, Massachusetts 02108 6. PLAN TRANSFERS During 1993, the Plan accepted rollover contributions of $9,264 from employees of Thrift Brothers, Inc., an acquired company. Such amounts are included with contributions in the accompanying financial statements. 7. TAX STATUS The Plan obtained its latest determination letter on May 24, 1995, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. * * * * * INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-28398 of Vulcan Materials Company on Form S-8 of our reports dated February 3, 1995 and June 2, 1995, appearing in the Annual Report on Form 10-K of Vulcan Materials Company for the year ended December 31, 1994 and in the Annual Report on Form 11-K of the Vulcan Materials Company Construction Materials Divisions Hourly Employees Savings Plan for the year ended December 31, 1994, respectively. We also consent to the references to us under the heading "Experts" in the Registration Statement. /s/ Deloitte & Touche LLP Birmingham, Alabama June 26, 1995 EX-25.3 4 EXHIBIT 25(c) TO FORM 10-K ANNUAL REPORT OF VULCAN MATERIALS COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994 UNDER THE SECURITIES EXCHANGE ACT OF 1934 FINANCIAL STATEMENTS REQUIRED BY FORM 11-K WITH RESPECT TO THE VULCAN MATERIALS COMPANY CHEMICALS DIVISION HOURLY EMPLOYEES SAVINGS PLAN FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994, AND THE INDEPENDENT CERTIFIED ACCOUNTANTS' CONSENT WITH RESPECT THERETO FILED AS AN AMENDMENT TO THE VULCAN MATERIALS COMPANY ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994, AS PERMITTED BY RULE 15d-21 UNDER THE SECURITIES EXCHANGE ACT OF 1934 VULCAN MATERIALS COMPANY VULCAN MATERIALS COMPANY CHEMICALS DIVISION HOURLY EMPLOYEES SAVINGS PLAN Financial Statements for the Years Ended December 31, 1994 and 1993 and Independent Auditors' Report VULCAN MATERIALS COMPANY CHEMICALS DIVISION HOURLY EMPLOYEES SAVINGS PLAN Table of Contents Page Independent Auditors' Report 36 Financial Statements of the Vulcan Materials Company Chemicals Division Hourly Employees Savings Plan: Statements of Net Assets Available for Benefits as of December 31, 1994 and 1993 37 Statements of Changes in Net Assets Available for Benefits for Each Year in the Periods Ended December 31, 1994 and 1993 38 Notes to Financial Statements 39-44 Independent Auditors' Consent 45 INDEPENDENT AUDITORS' REPORT To the Administrative Committee of Vulcan Materials Company Chemicals Division Hourly Employees Savings Plan: We have audited the accompanying statements of net assets available for benefits of the Vulcan Materials Company Chemicals Division Hourly Employees Savings Plan as of December 31, 1994 and 1993, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1994 and 1993, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information by fund in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for the purpose of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of the individual funds. The supplemental information by fund is the responsibility of the Plan's management. Such supplemental information by fund has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ Deloitte & Touche LLP Birmingham, Alabama June 2, 1995
VULCAN MATERIALS COMPANY CHEMICALS DIVISION HOURLY EMPLOYEES SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1994 AND 1993 1994 1993 Supplemental Information by Fund Supplemental Information by Fund Guaranteed Vulcan Vulcan Investment Large Materials Large Materials Contracts Companies Company Guaranteed Companies Company and Loans to Common Common Investment Common Common Total Participants Stock Stock Total Contracts Stock Stock ASSETS: INVESTMENTS [Cost of $16,410,301 (1994) and $15,602,729 (1993)] (Notes 1, 3, & 5): Collective short-term investments $ 17,884 $ 17,640 $ 28 $ 216 $ 15,595 $ 15,438 $ 8 $ 149 Guaranteed investment contracts 13,189,161 13,189,161 13,119,928 13,119,928 Commingled funds holding principally common stock 857,309 857,309 542,420 542,420 Fund holding Vulcan Materials Company common stock 2,840,316 2,840,316 2,269,969 2,269,969 Loans to participants 48,560 48,560 Total investments 16,953,230 13,255,361 857,337 2,840,532 15,947,912 13,135,366 542,428 2,270,118 RECEIVABLE FROM VULCAN MATERIALS COMPANY: Employer contributions 53,256 39,831 13,425 49,191 49,191 Employee contributions 144,531 85,688 19,118 39,725 138,284 88,834 10,736 38,714 Total receivable 197,787 125,519 19,118 53,150 187,475 138,025 10,736 38,714 TOTAL ASSETS 17,151,017 13,380,880 876,455 2,893,682 16,135,387 13,273,391 553,164 2,308,832 TRANSFERS IN PROCESS (20,287) (3,696) 23,983 (28,700) 18,711 9,989 NET ASSETS AVAILABLE FOR BENEFITS $17,151,017 $13,360,593 $872,759 $2,917,665 $16,135,387 $13,244,691 $571,875 $2,318,821 See notes to financial statements.
VULCAN MATERIALS COMPANY CHEMICALS DIVISION HOURLY EMPLOYEES SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993 1994 1993 Supplemental Information by Fund Supplemental Information by Fund Guaranteed Vulcan Vulcan Investment Large Materials Large Materials Contracts Companies Company Guaranteed Companies Company and Loans to Common Common Investment Common Common Total Participants Stock Stock Total Contracts Stock Stock ADDITIONS TO NET ASSETS ATTRIBUTED TO: INVESTMENT INCOME (LOSS): Interest $ 758,054 $ 756,656 $ 293 $ 1,105 $ 817,064 $ 815,964 $ 140 $ 960 Dividends 67,796 67,796 57,930 57,930 Net investment gains (losses): Realized 17,853 16,756 1,097 8,803 1,366 7,437 Unrealized (Note 4) 197,746 5,430 192,316 (2,467) 68,041 (70,508) Net investment income (loss) 1,041,449 756,656 22,479 262,314 881,330 815,964 69,547 (4,181) CONTRIBUTIONS (Note 2): Participants 1,384,294 839,069 173,321 371,904 1,329,129 843,136 95,016 390,977 Vulcan Materials Company 495,185 409,549 85,636 435,262 435,262 Total contributions 1,879,479 1,248,618 173,321 457,540 1,764,391 1,278,398 95,016 390,977 REDISTRIBUTION OF PARTICIPANTS' INVESTMENT OPTIONS UNDER THE PLAN (104,982) 130,416 (25,434) (67,173) 101,349 (34,176) TOTAL ADDITIONS 2,920,928 1,900,292 326,216 694,420 2,645,721 2,027,189 265,912 352,620 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: WITHDRAWALS BY PARTICIPANTS (Note 2) (1,905,298) (1,784,390) (25,332) (95,576) (1,110,924) (959,368) (17,527) (134,029) NET INCREASE 1,015,630 115,902 300,884 598,844 1,534,797 1,067,821 248,385 218,591 NET ASSETS AVAILABLE FOR BENEFITS: BEGINNING OF YEAR 16,135,387 13,244,691 571,875 2,318,821 14,600,590 12,176,870 323,490 2,100,230 END OF YEAR $17,151,017 $13,360,593 $872,759 $2,917,665 $16,135,387 $13,244,691 $571,875 $2,318,821 See notes to financial statements.
VULCAN MATERIALS COMPANY CHEMICALS DIVISION HOURLY EMPLOYEES SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES GENERAL - The financial statements of the Vulcan Materials Company Chemicals Division Hourly Employees Savings Plan ("Plan") have been prepared on the accrual basis of accounting. All assets of the Plan are held by The Northern Trust Company, Chicago, Illinois ("Trustee"). Vulcan Materials Company ("Company") pays the administrative costs of the Plan, including the trustee's fees and charges. VALUATION OF INVESTMENTS - Investments other than guaranteed investment contracts are reported at fair value. Investments in securities traded on national and over-the-counter exchanges are valued at the closing bid price of the security as of the last day of the year. Guaranteed investment contracts are reported at their contract value, which is cost increased by interest earned. The average cost of securities sold or distributed is used to determine net investment gains (losses) realized. Security transactions are recorded on the settlement date. Distributions of common stock, if any, to participants are recorded at the market value of such stock at the end of the month prior to distribution. BENEFITS PAYABLE - In 1993, the Plan changed its method of accounting for benefits payable to comply with the 1993 AICPA Audit and Accounting Guide, "Audits of Employee Benefit Plans." The new guidance requires that benefits payable to persons who have withdrawn from participation in a defined contribution plan be disclosed in the footnotes to the financial statements rather than be recorded as a liability of the Plan. As of December 31, 1994 and 1993, benefits of $101,489 and $55,517, respectively, were due to participants who had elected to receive a distribution from the Plan. NEW ACCOUNTING STANDARD NOT YET ADOPTED - The Plan has not yet adopted Statement of Position (SOP) No. 94-4 "Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined Contribution Pension Plans," issued in September 1994. The new guidance requires defined contribution plans to report investment contracts with fully-benefit responsive features (as defined in the SOP) at contract value. Other investment contracts are reported at fair value. This SOP is effective for financial statements for plan years beginning after December 15, 1994, except that the application of this SOP to investment contracts entered into before December 31, 1993, is delayed to plan years beginning after December 15, 1995, at which time the Plan intends to adopt this SOP. The impact of adoption of SOP No. 94-4 is expected to be insignificant. 2. DESCRIPTION OF THE PLAN GENERAL - The Plan was established effective January 1, 1972 and was most recently restated as of May 1, 1991. The purpose of the Plan is to provide for accumulation of savings for qualifying hourly paid employees of the Chemicals Division of Vulcan Materials Company ("Employer") who are represented by collective bargaining units which have specifically adopted the Plan. PARTICIPATION AND VESTING - Chemicals Division Hourly employees, with one year of service covered by a collective bargaining unit which has adopted the Plan, are eligible for participation. Participants are fully vested at all times. The number of participants in the Plan at December 31, 1994 and 1993 was as follows: 1994 1993 Total participants 530 551 Participants included in the above total who have transferrd to a bargaining unit not covered by the Plan, or are no longer employed by the Company, but who have vested benefits under the Plan 18 29 FUNDING - The Plan is funded through participants' and Company contributions. Participants contribute to the Plan through weekly payroll deductions at a rate dependent upon the participant's years of service. A participant may make weekly matched contributions in multiples of $1 up to a maximum weekly matched contribution as stated in the plan document for the participants' collective bargaining unit. Company contributions equal a percentage of participants' contributions, such percentage being defined in the plan document for the collective bargaining unit covering the participant. In addition to the matched contributions, participants may make weekly unmatched contributions in multiples of $1 up to a maximum as stated in the applicable plan document for the participants' collective bargaining agreement. ALLOCATION AND DETERMINATION OF ACCOUNTS - Separate accounts are maintained for each participant for matched, unmatched, deductible supplemental, and Company contributions and accumulated earnings on each. Additionally, subaccounts are maintained for matched and unmatched accounts for the portion of each account that is attributable to pre-tax contributions and the portion attributable to after-tax contributions. Monthly net earnings are allocated to each participant's account in the ratio of the participant's account balance to total participants' account balances. DISTRIBUTIONS AND WITHDRAWALS - A participant's total account is distributed upon retirement, disability, death or termination of employment unless the account value is greater than $3,500, in which case the participant may defer until age 70-1/2. Prior to a termination of employment, participants may make partial withdrawals or may withdraw their total account, except that if a participant has not maintained a participant contribution account for the 60 months immediately preceding the voluntary withdrawal, no Company contributions which have been on deposit less than 24 months will be distributed until 24 months after the earlier of the employee's withdrawal date or the employee's termination of employment. In addition, any in-service distribution from a participant's pre-tax contributions must meet the requirements of a "hardship withdrawal," as set forth in the plan document. INVESTMENTS - Participants' contributions are invested in three separate investment funds (see Note 5) of the Plan in proportions elected by the participant. The Company's matching contributions are invested either in the fund which invests primarily in guaranteed investment contracts or the fund which invests in Vulcan Materials Company common stock. LOANS - Effective September 1, 1994, participants covered by certain collective bargaining unit agreements may apply for a loan at any time provided that the aggregate value of his account invested in Fund 1 (see Note 5) is at least equal to the proposed loan plus any existing loan. The amount of the loan cannot exceed the lesser of 50% of the participant's total account or $50,000. If a loan is made, the participant shall execute a note payable to the Trustee in the amount of the loan and bearing interest at the prime interest rate plus 1%. During 1994, the average rate of interest on loans approximated 8.75%. Such note shall be held as an investment by the Trustee as part of that portion of the fund invested in guaranteed investment contracts. Loans must be repaid in 36 monthly installments through payroll deductions. PLAN TERMINATION - In the event it becomes necessary to terminate the Plan, participants will receive a distribution of the amounts held for their accounts. 3. INVESTMENTS The Plan's investment assets consist of an interest in one of the investment accounts of the Vulcan Materials Company Master Trust ("Master Trust") administered by Northern Trust Company. Use of the Master Trust permits the commingling of investment assets of a number of employee benefit plans of the participating companies. Although the assets are commingled, the Company maintains supporting records for the purpose of allocating the investment assets and the related net earnings to the various participating employee benefit plans. The investment accounts of the Master Trust at December 31, 1994 and 1993 are summarized as follows: 1994 1993 Pension Investment Account $264,288,286 $270,465,591 Thrift Plan Investment Account 159,750,043 153,862,152 Chemicals Savings Account 17,151,017 16,135,387 Construction Savings Account 9,732,139 8,160,414 Net assets $450,921,485 $448,623,544 The net assets of the Master Trust at December 31, 1994 and 1993 are summarized as follows: 1994 1993 Commingled fund holding principally short-term fixed income investments and loans to participants $ 30,247,021 $ 18,678,781 Guaranteed investment contracts 20,924,682 19,803,668 Fund holding principally real estate investments 14,449,642 12,044,398 Fund holding principally intermediate- term fixed income investments 51,667,752 57,877,310 Commingled funds holding principally common stock 160,969,643 157,489,866 Commingled funds holding principally international equity instruments 56,042,408 73,558,068 Fund holding Vulcan Materials Company common stock 116,620,337 109,171,453 Net assets $450,921,485 $448,623,544 The total investment income by type of the Master Trust at December 31, 1994 and 1993 is summarized as follows: 1994 1993 Interest, net $ 1,971,049 $ 1,897,072 Dividends 3,003,469 2,898,022 Other 346,867 69,745 Net investment gains (losses): Realized 15,145,823 24,636,203 Unrealized (4,905,558) 5,391,112 Total $15,561,650 $34,892,154 Investments held by the Plan at December 31, 1994 and 1993, respectively are as follows: 1994 1993 Collective short-term investments (cost and market) $17,884 $15,595 Guaranteed investment contract (at contract value) -
Insurance Contract Guaranteed Company Year Rate* Maturity Dates 1994 1993 Metropolitan Life 1991 5.75%** May 1, annually $13,189,161 $13,119,928 * Rates are net of insurance company charges. ** Interest rate was 7.43% from January 1 - April 30, 1993, 6.09% from May 1, 1993 - April 30, 1994, and 5.75% from May 1 - December 31, 1994. Upon maturity, the Company renegotiates new terms on these contracts.
Commingled funds: 1994 1993 Cost Market Cost Market Funds holding principally common stock - 2,924.24 shares (1994) and 1,909.70 shares (1993) $ 739,822 $ 857,309 $ 430,363 $ 542,420 Fund holding Vulcan Materials Company common stock - 56,105 shares (1994) and 48,426 shares (1993) $2,414,874 $2,840,316 $2,036,843 $2,269,969
4. CHANGES IN UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS Investments held by the Plan at December 31, 1994 and 1993 and changes in unrealized appreciation (depreciation) of investments for the years then ended are summarized below:
Market or Current Year Contract Cumulative Appreciation Prior Years Cost Value Appreciation (Depreciation) Appreciation December 31, 1994: Collective short-term investments $ 17,884 $ 17,884 Guaranteed investment contracts 13,189,161 13,189,161 Commingled funds holding principally common stock 739,822 857,309 $117,487 $ 5,430 $112,057 Fund holding Vulcan Materials Company common stock 2,414,874 2,840,316 425,442 192,316 233,126 Loans to participants 48,560 48,560 Total $16,410,301 $16,953,230 $542,929 $197,746 $345,183
December 31, 1993: Collective short-term investments $ 15,595 $ 15,595 Guaranteed investment contracts 13,119,928 13,119,928 Commingled funds holding principally common stock 430,363 542,420 $112,057 $ 68,041 $ 44,016 Fund holding Vulcan Materials Company common stock 2,036,843 2,269,969 233,126 (70,508) 303,634 Total $15,602,729 $15,947,912 $345,183 $ (2,467) $347,650
5. INVESTMENT PROGRAM The number of participants electing each investment option is shown below: As of December 31, 1994 1993 (1) A fund invested in guaranteed investment contracts 209 245 (2) Commingled funds invested primarily in common stocks of large companies 13 6 (3) Common stock of Vulcan Materials Company 30 31 (4) Any combination of (1), (2) or (3) 278 269 Investment managers have been appointed whose duty is to advise the trustee as to particular investments to be made. As of December 31, 1994, the investment managers were as follows: (1) Guaranteed investment The Northern Trust Company contracts and Vulcan 50 South LaSalle Street Materials Company Chicago, Illinois 60675 stock fund (2) Large companies Trinity Investment common stock fund Management Corporation Ten Tremont Street Boston, Massachusetts 02108 6. TAX STATUS The Plan obtained its latest determination letter on June 14, 1993, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. * * * * * INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-28397 of Vulcan Materials Company on Form S-8 of our reports dated February 3, 1995 and June 2, 1995, appearing in the Annual Report on Form 10-K of Vulcan Materials Company for the year ended December 31, 1994 and in the Annual Report on Form 11-K of the Vulcan Materials Company Chemicals Division Hourly Employees Savings Plan for the year ended December 31, 1994, respectively. We also consent to the reference to us under the heading "Experts" in the Registration Statement. /s/ Deloitte & Touche LLP Birmingham, Alabama June 26, 1995 -----END PRIVACY-ENHANCED MESSAGE-----