-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kj+cZgngHxqWrDWgjdupfNlm5eXdV5efRsYYedk3akBnRGg1w+GrPJbKKfHPlXbJ fPJysO17qh442qThD26Ahg== 0000103973-98-000008.txt : 19980803 0000103973-98-000008.hdr.sgml : 19980803 ACCESSION NUMBER: 0000103973-98-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980730 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-Q SEC ACT: SEC FILE NUMBER: 001-04033 FILM NUMBER: 98673742 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-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1998 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 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 for 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 APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Shares outstanding Class at June 30, 1998 Common Stock, $1 Par Value 33,702,390 VULCAN MATERIALS COMPANY FORM 10-Q QUARTER ENDED JUNE 30, 1998 Contents Page No. PART I FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets 1 Condensed Consolidated Statements of Earnings 2 Condensed Consolidated Statements of Cash Flows 3 Notes to Condensed Consolidated Financial Statements 4 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 6 PART II OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 15 Item 5. Other Information 16 Item 6. Exhibits and Reports on Form 8-K 16 SIGNATURES 17
PART I. FINANCIAL INFORMATION Item 1. Financial Statements VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED BALANCE SHEETS* (Amounts in thousands) June 30, December 31, June 30, ASSETS 1998 1997 1997 Current assets Cash and cash equivalents.............................. $ 65,104 $ 128,566 $ 34,696 Accounts and notes receivable, less allowance for doubtful accounts: June 30, 1998, $8,053; Dec. 31, 1997, $7,548; June 30, 1997, $7,639................... 270,459 199,750 233,141 Inventories: Finished products.................................... 104,460 90,118 90,798 Raw materials........................................ 11,767 10,865 12,210 Products in process.................................. 1,199 617 897 Operating supplies and other......................... 30,194 30,759 30,626 Total inventories............................... 147,620 132,359 134,531 Deferred income taxes.................................. 20,277 21,385 22,585 Prepaid expenses....................................... 6,188 5,072 4,415 Total current assets............................ 509,648 487,132 429,368 Investments and long-term receivables.................... 67,373 63,482 61,451 Property, plant and equipment, at cost less accumulated depreciation, depletion and amortization: June 30, 1998, $1,339,677; Dec. 31, 1997, $1,311,781; June 30, 1997, $1,280,568....................................... 842,313 808,419 801,476 Deferred charges and other assets........................ 123,763 90,213 93,018 Total........................................... $1,543,097 $1,449,246 $1,385,313 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Current maturities of long-term obligations............ $ 5,411 $ 5,408 $ 5,071 Notes payable.......................................... 2,385 3,654 3,186 Trade payables and accruals............................ 120,198 112,547 115,106 Other current liabilities.............................. 95,812 86,087 108,816 Total current liabilities....................... 223,806 207,696 232,179 Long-term obligations.................................... 76,879 81,931 80,588 Deferred income taxes.................................... 94,701 88,720 89,405 Other noncurrent liabilities............................. 89,234 79,402 72,916 Shareholders' equity..................................... 1,058,477 991,497 910,225 Total........................................... $1,543,097 $1,449,246 $1,385,313 * Balance sheets as of June 30 are unaudited. The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Amounts and shares in thousands, except per share data) Three Months Ended Six Months Ended June 30* June 30* 1998 1997 1998 1997 Net sales........................................ $465,825 $445,072 $824,788 $786,430 Cost of goods sold............................... 318,925 308,593 588,407 573,837 Gross profit on sales............................ 146,900 136,479 236,381 212,593 Selling, administrative and general expenses..... 46,940 47,765 93,668 91,661 Other operating costs............................ 1,876 902 4,244 1,766 Other income, net................................ 6,283 8,239 22,175 11,475 Earnings before interest expense and income taxes....................... 104,367 96,051 160,644 130,641 Interest expense................................. 1,559 1,712 3,506 3,479 Earnings before income taxes..................... 102,808 94,339 157,138 127,162 Provision for income taxes....................... 32,778 31,575 50,598 42,472 Net earnings .................................... $ 70,030 $ 62,764 $106,540 $ 84,690 Basic earnings per share ......................... $2.07 $1.86 $3.16 $2.50 Diluted earnings per share ...................... $2.05 $1.83 $3.12 $2.47 Average common shares outstanding (in thousands).................................. 33,716 33,776 33,665 33,907 Average common shares outstanding assuming dilution (in thousands)................. 34,170 34,202 34,112 34,308 Cash dividends per share of common stock......... $0.520 $0.470 $1.040 $0.940 Depreciation, depletion and amortization deducted above................................. $32,684 $29,291 $63,872 $57,894 Effective tax rate............................... 31.9% 33.5% 32.2% 33.4% * Unaudited The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) Six Months Ended June 30* 1998 1997 Operations Net earnings ............................................... $106,540 $84,690 Adjustments to reconcile net earnings to net cash provided by continuing operations: Depreciation, depletion and amortization................ 63,872 57,894 Increase in assets before effects of business acquisitions................................. (81,549) (51,413) Increase in liabilities before effects of business acquisitions................................. 17,199 40,558 Other, net.............................................. 5,528 8,096 Net cash provided by operations...................... 111,590 139,825 Investing Activities Purchases of property, plant and equipment.................. (94,489) (95,307) Payment for business acquisitions (net of acquired cash).... (5,704) (1,441) Cash escrow held for future property purchase............... (12,588) - Proceeds from sale of property, plant and equipment......... 23,838 9,081 Net cash used for investing activities............... (88,943) (87,667) Financing Activities Net payment - commercial paper and bank lines of credit..... (6,319) (5,103) Purchases of common stock................................... (44,704) (31,277) Dividends paid.............................................. (35,086) (31,898) Net cash used for financing activities............... (86,109) (68,278) Net decrease in cash and cash equivalents................... (63,462) (16,120) Cash and cash equivalents at beginning of year.............. 128,566 50,816 Cash and cash equivalents at end of period.................. $ 65,104 $34,696 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest (net of amount capitalized).................. $ 3,922 $ 3,665 Income taxes.......................................... 36,777 15,572 SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES Liab. and long-term debt assumed in business acq...... $ 1,456 - Fair value of stock issued in business acq............ 34,568 - * Unaudited The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation The accompanying condensed financial statements have been prepared in compliance with Form 10-Q instructions and thus do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the statements reflect all adjustments, including those of a normal recurring nature, necessary to present fairly the results of the reported interim periods. The statements should be read in conjunction with the summary of accounting policies and notes to financial statements included in the Company's latest annual report on Form 10-K. The reporting of segment data required by Statement of Financial Accounting Standards No. 14, Financial Reporting for Segments of a Business Enterprise, is confined to complete financial statements as provided in the Company's Form 10-K and annual report to shareholders. In the quarter ended June 30, 1998, the Company acquired various operations whose total cost was approximately $36.8 million. These transactions were accounted for as purchases. The pro forma effect of these transactions is not presented because the impact on the Company's financial statements is not material. 2. Effective Tax Rate In accordance with generally accepted accounting principles, it is the Company's practice at the end of each interim reporting period to make a best estimate of the effective tax rate expected to be applicable for the full fiscal year. The rate so determined is used in providing for income taxes on a current year-to-date basis. 3. New Accounting Standards In June 1997 the Financial Accounting Standards Board (FASB) issued SFAS No. 130 "Reporting Comprehensive Income" (FAS 130) and SFAS No. 131 "Disclosures about Segments of an Enterprise and Related Information" (FAS 131). These pronouncements were required to be adopted for years beginning after December 15, 1997. There was no material impact on the Company's financial reporting resulting from the adoption of SFAS 130. SFAS 131 requires the Company to adopt its segment reporting provisions to interim reporting in 1999. The Company does not expect a material impact on its financial reporting from the adoption of SFAS 131. In February 1998 the FASB issued SFAS No. 132 "Employers' Disclosures about Pensions and Other Postretirement Benefits" (FAS 132), which is required to be adopted for years beginning after December 15, 1997. This new standard addresses disclosure only. Therefore, there will be no effect to earnings and the impact of FAS 132 on the Company's financial reporting is not expected to be material. 4. Accounting Policies for Certain Derivative Instruments The Company does not actively trade or speculate in derivative instruments. Commodity swap contracts are used to reduce fluctuations in prices for natural gas. The fair market values for such swaps purchased and outstanding as of June 30, 1998 and December 31, 1997, were not material. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION GENERAL COMMENTS Seasonality of the Company's Business 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 when sales and earnings are substantially below the levels realized in all subsequent quarters of the year. Segment Sales and Earnings Segment sales and earnings have been determined on the same basis as used in prior Form 10-Q reports. Segment earnings are earnings before interest expense and income taxes and after allocation of corporate expenses and income, other than "interest income, etc.," (principally interest income earned on cash items and gains or losses on corporate financing transactions), and after assignment of equity income to the segment with which it is related in terms of products and services. Allocations are based primarily on one or a combination of the following factors: average gross investment, average equity and sales. Forward Looking Statements Certain matters discussed in this report contain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These include general business conditions, competitive factors, pricing, energy costs and other risks and uncertainties detailed in the Company's periodic reports. Year 2000 Issue The Company's Year 2000 Project Management Office has established teams at each major location to assess the Year 2000 compliance status of computer hardware and network equipment, computer software, production equipment and instrumentation, key customers and key suppliers. Additionally, a company-wide awareness process has been established and implemented. Requests for compliance information from outside interested parties are being appropriately handled. The Company presently believes that with planned modifications to existing software, conversions to new software, and modifications to or replacement of existing microprocessor-controlled equipment, the Year 2000 issue will not pose significant operational problems. Despite our efforts, there can be no guarantee that the systems of other companies and government agencies on which the Company relies will be converted in a timely manner. Although at this time it is not possible to reasonably estimate the cost of compliance, based on our Year 2000 Project Management Office's findings, the Company believes that the cost to resolve this issue will not have a material impact on earnings. RESULTS OF OPERATIONS Second Quarter 1998 as Compared with Second Quarter 1997 Vulcan's sales, net earnings and earnings per share were at record levels for the second quarter. Net earnings were $70.0 million, or $2.05 per share (diluted), as compared with 1997 earnings and earnings per share of $62.8 million and $1.83, respectively. Net earnings and earnings per share were both 12% higher than comparable 1997 results. Sales in the second quarter of 1998 were $465.8 million, up 5% from last year's total of $445.1 million. The segment detail of that increase is as follows (amounts in millions): Second Quarter Sales Increase 1998 1997 (Decrease) Construction Materials $308.7 $286.4 $22.3 Chemicals 157.1 158.7 (1.6) Total $465.8 $445.1 $20.7 Second quarter Construction Materials sales were up 8% from last year's second quarter total. Shipments of crushed stone increased 6%. Excluding the impact of freight to remote distribution yards, the average sales price of crushed stone increased 5%. Chemicals sales declined slightly from last year's second quarter. Improving prices for caustic soda were more than offset by weaker demand for chlorine, some chlorinated derivatives and certain Performance Systems products. Earnings before interest expense and income taxes were $104.4 million as compared to $96.1 million in the same period last year. The segment detail of this result is shown in the following summary (amount in millions): Second Quarter Earnings Before Interest Expense and Income Taxes Increase 1998 1997 (Decrease) Construction Materials $ 87.6 $74.4 $13.2 Chemicals 16.1 21.5 (5.4) Segment earnings * 103.7 95.9 7.8 Interest income, etc. .7 .2 .5 Total $104.4 $96.1 $ 8.3 * After allocation of corporate expense and income, other than "interest income, etc." (principally interest income earned on short-term investment of funds and gains or losses on corporate financing transactions), and after assignment of equity income to the segment with which it is related in terms of products and services. The Construction Materials segment reported record second quarter earnings of $87.6 million, up 18% from 1997 earnings of $74.4 million. The increase reflects the effects of higher crushed stone shipments and prices, slightly offset by increased costs. The Chemicals segment recorded second quarter earnings of $16.1 million as compared with earnings of $21.5 million in 1997. The current results were adversely impacted by the weaker demand for chlorine, some chlorinated derivatives and certain Performance Systems products, whereas the prior year results included a $2.6 million pretax gain referable to the sale of the Company's chlorine cylinder repackaging business. Selling, administrative and general expenses of $46.9 million decreased 2% from the 1997 second quarter level. This decrease reflects mainly the effect of lower accruals for stock-based incentive compensation costs. Other income, net of other charges, was $6.3 million, down $1.9 million from the second quarter of 1997. This reduction was primarily due to the prior year gain referable to the sale of the Company's chlorine cylinder repackaging business. The effective tax rate for the quarter was 31.9%, down from last year's second quarter rate of 33.5%. The decrease reflects principally adjustments referable to tax audits for prior years. Year-to-Date Comparisons as of June 30, 1998 and June 30, 1997 Vulcan's sales, net earnings and earnings per share were at record levels for the first half of 1998. Net earnings were $106.5 million, or $3.12 per share (diluted), as compared with 1997 earnings and earnings per share of $84.7 million and $2.47. Net earnings and earnings per share were both up 26% from comparable 1997 results. Sales of $824.8 million for the first six months of 1998 increased 5% from the first half 1997 total of $786.4 million. Sales of the segments are summarized as follows (amounts in millions): Sales for the Six Months Ended June 30 1998 1997 Increase Construction Materials $502.0 $473.6 $28.4 Chemicals 322.8 312.8 10.0 Total $824.8 $786.4 $38.4 Construction Materials sales were up 6% over 1997. Crushed stone shipments increased over 3%, while prices, exclusive of freight to distribution yards, increased 5%. Chemicals sales increased 3% as improving prices for caustic soda offset the weaker demand for chlorine, some chlorinated derivatives and certain Performance System products. First half earnings before interest expense and income taxes were $160.6 million, up 23% from the 1997 result. Segment detail is shown below (amounts in millions): Earnings Before Interest Expense and Income Taxes for the Six Months Ended June 30 Increase 1998 1997 (Decrease) Construction Materials $120.0 $ 90.1 $29.9 Chemicals 38.5 39.8 (1.3) Segment earnings * 158.5 129.9 28.6 Interest income, etc. 2.1 .7 1.4 Total $160.6 $130.6 $30.0 * After allocation of corporate expense and income, other than "interest income, etc." (principally interest income earned on short-term investment of funds and gains or losses on corporate financing transactions), and after assignment of equity income to the segment with which it is related in terms of products and services. The Construction Materials segment reported earnings of $120.0 million as compared with earnings of $90.1 million for the first half of 1997. This $29.9 million increase included $11.3 million referable to first quarter 1998 special items: gains from asset sale of $12.5 million offset somewhat by additional reserves for environmental and related costs of $1.2 million. The remaining increase was due primarily to the effects of higher crushed stone shipments and prices, slightly offset by increased costs. Year-to-date June earnings for the Chemicals' segment of $38.5 million were $1.3 million under the prior year's results. Current year results were adversely impacted by a $3.7 million charge for additional reserves for environmental and related costs, whereas the prior year results included the aforementioned $2.6 million pretax gain from the sale of the Company's chlorine cylinder repackaging business. These factors were somewhat mitigated by the increase in caustic soda pricing. Selling, administrative and general expenses reflected a 2% increase when compared to the first half of 1997. The effective tax rate for the period was 32.2%, down from last year's rate of 33.4%. This decrease reflects principally adjustments referable to tax audits for prior years. On July 21, 1998, Donald M. James, Chairman and Chief Executive Officer of Vulcan, made certain statements concerning the Company's earnings outlook. Excerpts of the relevant press release quoting Mr. James are as follows: "Our second quarter results reflect the continued strength of the U.S. economy and our position as the leading provider of construction aggregates. "The recent passage of the TEA-21 Highway Re-Authorization Bill is expected to provide a solid underpinning for the aggregates business over the next six years. Compared to the previous Act, average annual federal highway spending is expected to be up 44 percent in the U.S. and 55 percent in Vulcan-served states. Highways account for approximately 35 percent of Vulcan's stone shipments, 30 percent of which is referable to federal highway spending. As a result, the boost in federal highway spending alone would be expected to increase average annual stone demand by 5 to 6 percent over fiscal 1997. In the past, increases in federal spending have been matched by similar increases in state highway spending but with a lag. The impact of state matching will depend on the amount and timing of matching as well as the states' administration of highway programs. Assuming that states match at historical levels, we believe that in the markets we serve, TEA-21 will increase average annual stone demand by 8 to 10 percent over fiscal 1997. "Vulcan's Construction Materials segment achieved an outstanding second quarter. Crushed stone shipments exceeded 1997's record second quarter levels by almost 6 percent despite relatively unfavorable weather conditions in April and May. In addition, crushed stone prices for the quarter were 5 percent above the second quarter of 1997. In the second quarter we completed the acquisition of four stone quarries. Efforts also continued toward opening two greenfield quarries, both of which are expected to be operating in the next two to three months. We also continued to upgrade existing facilities to meet growing demand. We will continue to invest in this segment in order to capitalize on the favorable outlook for the industry. Based on our current outlook, we believe that the Construction Materials segment will achieve record results in the second half as well as the full year 1998. "Chemicals segment's second quarter sales were slightly below last year while earnings fell 25 percent. When adjusted for a prior period gain on sale of assets, earnings were down 15 percent. Gains in caustic soda pricing were not sufficient to offset the decline in demand for chlorine and some chlorinated derivatives. In addition, the Company's Performance Systems Business Unit has been adversely affected by weaknesses in the pulp and paper and textile sectors and margins are not yet at anticipated levels. The current Asian financial crisis appears to be a contributing factor to weaker demand for chlorine and certain Performance Systems products. Taking all of the above into account and recognizing that it is difficult to project chloralkali pricing in this environment, we currently expect Chemicals' results for the full year to approximate last year's results. "If our outlooks for both segments hold up, we should report record net earnings and earnings per share for the Company for the second half of 1998 as well as for the full year." LIQUIDITY AND CAPITAL RESOURCES Working Capital Working capital, exclusive of debt and cash items, totaled $229.5 million at June 30, 1998, 42% above the 1997 year-end amount of $161.3 million. Higher receivables and inventories, due primarily to seasonal build-ups in the Construction Materials segment, were only partially offset by higher accrued liabilities. Working capital at June 30, 1998 increased 34% from the same date last year due to higher receivables and inventories and a reduction in current liabilities due primarily to lower accrued income taxes. The Company's current ratio, which is based on all components of working capital, including cash and debt items, was 2.3 as of June 30, 1998. This compares to the 2.3 ratio at year-end 1997 and a 1.8 ratio at June 30, 1997. Cash Flows First half net cash provided by operations totaled $111.6 million, down from the $139.8 million generated in the same period last year. This decrease reflects greater working capital requirements somewhat offset by higher earnings. Cash used for investing activities was $88.9 million, as compared with the 1997 total of $87.7 million. Net cash used for financing activities totaled $86.1 million, up from the 1997 amount of $68.3 million. The increase reflects lower net borrowings and higher dividends and purchases of common stock. Property Additions Property additions in the first half of 1998 totaled $108.4 million as compared with $99.4 million in the first half of last year. Short-term Borrowings Short-term borrowings as of June 30, 1998 and 1997 consisted of notes payable to banks totaling $2.4 million and $3.2 million, respectively. Long-term Obligations As of June 30, 1998, long-term obligations were 5.8% of long-term capital and 7.3% of shareholders' equity. The corresponding 1997 percentages were 7.0% and 8.9%. Common Stock Transactions Pursuant to the Company's common stock purchase program, 419,900 shares of common stock were purchased in the first half of 1998 at a total cost of $44.7 million, equal to an average price of $106.46 per share. In the first six months of 1997, 496,056 shares were purchased at a total cost of $31.3 million, or $63.05 per share. PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Annual Meeting of Shareholders of the Company was held on May 8, 1998 (the "Annual Meeting"). The following matters were acted upon by the shareholders of the Company at the Annual Meeting at which 29,871,901 shares of Common Stock were present in person or by proxies. 1. Election of Directors. Four persons were nominated by the Board of Directors of the Company for the election of directors of the Company. D. J. McGregor, D. B. Rice and O. R. Smith were nominated each to hold office for a three year term expiring at the 2001 Annual Meeting of Shareholders, and J. K. Greene was nominated for a two year term expiring in the year 2000. Each nominee was elected. The votes were cast as follows: Number of Shares of Common Stock Voted For Vote Withheld J. K. Greene 29,714,371 157,530 D. J. McGregor 29,699,860 172,041 D. B. Rice 29,702,445 169,456 O. R. Smith 29,685,318 186,583 The six directors whose terms of office continue after the Annual Meeting are: M. H. Antonini, J. V. Napier, L. D. DeSimone, D. M. James, A. D. McLaughlin and H. A. Sklenar. 2. Ratification of Appointment of Independent Accountants. A resolution proposed by the Board of Directors of the Company that the shareholders ratify the action of the Board of Directors in selecting and appointing Deloitte & Touche LLP as independent accountants for the Company for the year ending December 31, 1998, was submitted to, and voted upon by, the shareholders of the Company. There were 29,761,476 shares of Common Stock voted in favor of, and 48,907 shares of Common Stock voted against, said resolution. The holders of 61,518 shares of Common Stock abstained. There were no "broker non-votes." The resolution, having received the affirmative vote of the holders of a majority of the shares of Common Stock outstanding and entitled to vote at the Annual Meeting, was adopted and the appointment of Deloitte & Touche LLP as the independent accountants for the Company for 1998 was ratified by the shareholders. ITEM 5. OTHER INFORMATION The Securities and Exchange Commission (the "SEC") has amended recently its Rule 14a-4, which governs the use by the Company of discretionary voting authority with respect to certain shareholder proposals. SEC Rule 14a-4(c)(1) provides that, if the proponent of a shareholder proposal fails to notify the Company at least 45 days prior to the month and day of mailing the prior year's proxy statement, the proxies of the Company's management would be permitted to use their discretionary authority at the Company's next annual meeting of shareholders if the proposal were raised at the meeting without any discussion of the matter in the proxy statement. In order to provide shareholders with notice of the deadline for the submission of such proposals for the Company's 1999 Annual Meeting of Shareholders, the Company hereby notifies all shareholders of the Company that after February 13, 1999, any shareholder proposal submitted outside the process of SEC Rule 14a-8 will be considered untimely for purposes of SEC Rules 14a-4 and 14a-5(e). ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 27 - Financial Data Schedule (EDGAR filing only) (b) Reports on Form 8-K The Company filed a report on Form 8-K on June 25, 1998. SIGNATURES Pursuant to the requirements 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 Date July 30, 1998 /s/ E. A. Khan E. A. Khan Controller /s/ P. J. Clemens, III P. J. Clemens, III Executive Vice President - Finance and Administration EX-27 2
5 This schedule contains summary financial information extracted from the Consolidated Statement of Earnings for the six months ended June 30, 1998, and the Consolidated Balance Sheet as of June 30, 1998 and is qualified in its entirety by reference to such financial statements. 1000 6-MOS DEC-31-1998 JUN-30-1998 65104 0 278512 8053 147620 509648 2181991 1339677 1543097 223806 76879 0 0 46568 1011908 1543097 824788 824788 588407 588407 4244 550 3506 157138 50598 106540 0 0 0 106540 3.16 3.12
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