-----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, NRF7suDuyVoc5TLRb7E0dd5lgkN6N3R6Tl2pAxNGyf2G8CCSEs5Jr94IggmvyLZ3 /OkKuseWWri4LU0vQttqkw== 0000067517-06-000012.txt : 20060314 0000067517-06-000012.hdr.sgml : 20060314 20060314171303 ACCESSION NUMBER: 0000067517-06-000012 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060314 DATE AS OF CHANGE: 20060314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONARCH CEMENT CO CENTRAL INDEX KEY: 0000067517 STANDARD INDUSTRIAL CLASSIFICATION: CONCRETE GYPSUM PLASTER PRODUCTS [3270] IRS NUMBER: 480340590 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-02757 FILM NUMBER: 06685771 BUSINESS ADDRESS: STREET 1: P O BOX 1000 CITY: HUMBOLDT STATE: KS ZIP: 66748 BUSINESS PHONE: 6204732225 10-K/A 1 aform10k.htm The Monarch Cement Company

FORM 10-K/A      AMENDMENT  #1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

(Mark One)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 or 15(D) OF THE
    SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005, 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 0-2757 

THE MONARCH CEMENT COMPANY
(Exact name of registrant as specified in its charter)

Kansas
(State of incorporation)

 

 48-0340590
(IRS employer identification no.)

     

P.O. Box 1000, Humboldt, Kansas 66748-0900
(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code:  620-473-2222
Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:
    Title of Class:  
Capital Stock, par value $2.50 per share
                              Class B Capital Stock, par value $2.50 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ____   No  X
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ____   No  X
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____
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.  [  ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). 
Yes ____   No  X  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
Large accelerated filer ____  Accelerated filer ____  Non-accelerated filer  X
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and ask prices of such common equity as of the last business day of the registrant's most recently completed second fiscal quarter was $66,319,500.
As of March 3, 2006, the registrant had outstanding 2,465,996 shares of Capital Stock, par value $2.50 per share, and 1,560,962 shares of Class B Capital Stock, par value $2.50 per share. 

 DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated by reference into the indicated parts of this report: (1) the registrant's annual report to stockholders for the year ended December 31, 2005 - Parts I, II and IV of Form 10-K and (2) the registrant's definitive proxy statement prepared in connection with the annual meeting of stockholders to be held on April 12, 2006 - Parts II and III of Form 10-K.


 

            When we filed our Form 10-K yesterday, we inadvertently filed non-conformed signature copies of Exhibit 31.1, 31.2, 32.1 and 32.2.  We are now filing the conformed signed copies of those exhibits.

 


 

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

THE MONARCH CEMENT COMPANY
(Registrant)

By:     /s/ Walter H. Wulf, Jr.                                 
   Walter H. Wulf, Jr.            
   President                           

Date:       March 14, 2006                                    

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:  /s/ Jack R. Callahan                  
          Jack R. Callahan
          Director
By:  /s/ Gayle C. McMillen               
          Gayle C. McMillen
          Director
Date:        March 14, 2006               Date:        March 14, 2006              
   
By:  /s/ Ronald E. Callaway                
          Ronald E. Callaway
          Director
By:  /s/ Byron K. Radcliff                 
          Byron K. Radcliff
          Director
Date:        March 14, 2006               Date:        March 14, 2006              
   
By:  /s/ David L. Deffner                   
          David L. Deffner
          Director
By:  /s/ Walter H. Wulf, Jr.                
          Walter H. Wulf, Jr.
          President, Principal Executive Officer
          and Director
Date:        March 14, 2006               Date:        March 14, 2006              
   
By:  /s/ Robert M. Kissick                
          Robert M. Kissick
          Director  
By:  /s/ Debra P. Roe                        
          Debra P. Roe, CPA
          Chief Financial Officer
Date:        March 14, 2006               Date:        March 14, 2006              
   
EX-31 2 aexhibit31_1.htm Exhibit 31.1

Exhibit 31.1

THE MONARCH CEMENT COMPANY
SECTION 13a-14(a)/15d-14(a) CERTIFICATIONS

      I, Walter H. Wulf, Jr., certify that:

1.      I have reviewed this Annual Report on Form 10-K of The Monarch Cement Company;

2.      Based on my knowledge, this  report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.      The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)      designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,  to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)      designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)      evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)      disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.      The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)      all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)      any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial information.

Date: March 13, 2006                                               /s/ Walter H. Wulf, Jr.       
                                                                                                    Walter H. Wulf, Jr.
                                                                                                    President and Chairman of the Board

 

EX-31 3 aexhibit31_2.htm Exhibit 31.2

Exhibit 31.2

THE MONARCH CEMENT COMPANY
SECTION 13a-14(a)/15d-14(a) CERTIFICATIONS 

      I, Debra P. Roe., certify that:

1.      I have reviewed this Annual Report on Form 10-K of The Monarch Cement Company;

2.      Based on my knowledge, this  report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.      The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)      designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,  to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)      designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)      evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)      disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.      The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)      all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)      any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial information.

Date: March 13, 2006

                                                                                             /s/ Debra P. Roe                        
                                                                                            Debra P. Roe, CPA
                                                                                            Chief Financial Officer and
                                                                                            Assistant Secretary-Treasurer

 

EX-32 4 aexhibit32_1.htm Exhibit 32.1

Exhibit 32.1

 

                                                THE MONARCH CEMENT COMPANY
                                                    CERTIFICATION PURSUANT TO
                                                            18 U.S.C. SECTION 1350,
                                                        AS ADOPTED PURSUANT TO
                                                                       SECTION 906
                                                                            OF THE
                                                     SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of The Monarch Cement Company (the "Company") on Form 10-K
for the year ended December 31, 2005, as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), the undersigned, in the capacity and on the date indicated below, hereby certifies
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

(1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and

(2)   The information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to The Monarch
Cement Company and will be retained by The Monarch Cement Company and furnished to the Securities
and Exchange Commission or its staff upon request.

 

Dated:  March 13, 2006

   

 /s/ Walter H. Wulf, Jr.              

 
    Walter H. Wulf, Jr.
President and
Chairman of the Board
 

                                                   

 

 

 

EX-32 5 aexhibit32_2.htm Exhibit 32.2

Exhibit 32.2

 

                                                THE MONARCH CEMENT COMPANY
                                                    CERTIFICATION PURSUANT TO
                                                            18 U.S.C. SECTION 1350,
                                                        AS ADOPTED PURSUANT TO
                                                                       SECTION 906
                                                                            OF THE
                                                     SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of The Monarch Cement Company (the "Company") on Form 10-K
for the year ended December 31, 2005, as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), the undersigned, in the capacity and on the date indicated below, hereby certifies
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

(1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and

(2)   The information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to The Monarch
Cement Company and will be retained by The Monarch Cement Company and furnished to the Securities
and Exchange Commission or its staff upon request.

 

Dated:  March 13, 2006

                                                                                              /s/ Debra P. Roe                          
                                                                                            Debra P. Roe, CPA
                                                                                            Chief Financial Officer and
                                                                                            Assistant Secretary-Treasurer

               

 

 

-----END PRIVACY-ENHANCED MESSAGE-----