-----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, Q+ZAz3N+S6tN8PGgPfs9xEF6wwKgdFhQ3V4Muy6Wq6DUAyON8VSSoRlWw7SGBfrX oxgwZxP9OZ1CPEzV+4lCFQ== 0000950133-94-000182.txt : 19940901 0000950133-94-000182.hdr.sgml : 19940901 ACCESSION NUMBER: 0000950133-94-000182 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940531 FILED AS OF DATE: 19940831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAFARGE CORP CENTRAL INDEX KEY: 0000716783 STANDARD INDUSTRIAL CLASSIFICATION: 3241 IRS NUMBER: 581290226 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08584 FILM NUMBER: 94547481 BUSINESS ADDRESS: STREET 1: 11130 SUNRISE VALLEY DR STE 300 CITY: RESTON STATE: VA ZIP: 22091-4329 BUSINESS PHONE: 7032643600 11-K 1 FORM 11-K FOR LAFARGE CORP. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) /X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended May 31, 1994 ------------------------------- OR / / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ......... to ........... Commission File Number 0-11936 ------- A. Full title of the plan and the address of the plan, if different from that of the issuer named below: LAFARGE CORPORATION EMPLOYEE STOCK PURCHASE PLAN B. Name of issuer of the securities held pursuant to the plan and address of its principal executive office: Lafarge Corporation 11130 Sunrise Valley Drive, Suite 300 Reston, Virginia 22091 1 2 REQUIRED INFORMATION
Page No. a) Financial statements Report of Independent Public Accountants 3 Statements of Financial Condition - May 31, 1994 and 1993 4 Statements of Changes in Participants' Equity - years ended May 31, 1994, 1993, and 1992 5 Notes to Financial Statements 6 b) Exhibits Consent of Arthur Andersen & Co. 9
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Stock Purchase Plan Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. LAFARGE CORPORATION EMPLOYEE STOCK PURCHASE PLAN By JEAN-PIERRE CLOISEAU ------------------------------------ Date: August 26, 1994 Jean-Pierre Cloiseau, member of the Stock Purchase Plan Committee 2 3 Report of Independent Public Accountants To the Administrator of the Lafarge Corporation Employee Stock Purchase Plan: We have audited the accompanying statements of financial condition of the Lafarge Corporation Employee Stock Purchase Plan as of May 31, 1994 and 1993, and the related statements of changes in participants' equity for each of the three years in the period ended May 31, 1994. These financial statements are the responsibility of the plan administrator. 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 an 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 the plan administrator, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Lafarge Corporation Employee Stock Purchase Plan as of May 31, 1994 and 1993, and the changes in participants' equity for each of the three years in the period ended May 31, 1994, in conformity with generally accepted accounting principles. Washington, D.C., ARTHUR ANDERSEN & CO. August 26, 1994 3 4 Lafarge Corporation Employee Stock Purchase Plan Statements of Financial Condition
May 31 ------------------------- ASSETS 1994 1993 - ------ --------- --------- Participant Deposits Due From Lafarge Corporation (Note 1) $ 687,516 $ 685,903 ========= ========= LIABILITIES AND PARTICIPANTS' EQUITY - ------------------------------------ Stock Purchase Payable (Note 4) $ 680,598 $ 678,964 Residual Deposits (Note 5) 6,918 6,939 --------- --------- Total Liabilities 687,516 685,903 Participants' Equity - - --------- --------- Total Liabilities and Participants' Equity $ 687,516 $ 685,903 ========= =========
The accompanying notes are an integral part of these statements. 4 5 Lafarge Corporation Employee Stock Purchase Plan Statements of Changes in Participants' Equity
Year Ended May 31 ------------------------------- 1994 1993 1992 --------- --------- --------- Participants' Equity, beginning of year $ - $ - $ - Participant Deposits (Note 1) 687,516 685,903 658,192 Deposits used for Stock Purchases (Note 4) (680,598) (678,964) (652,297) Deposits to be Refunded or Applied (Note 5) (6,918) (6,939) (5,895) --------- --------- --------- Participants' Equity, end of year $ - $ - $ - ========= ========= =========
The accompanying notes are an integral part of these statements. 5 6 Lafarge Corporation Employee Stock Purchase Plan Notes to Financial Statements For the Years Ended May 31, 1994 and 1993 1. DESCRIPTION OF PLAN: In May 1988, the stockholders of Lafarge Corporation (the "Company") approved the adoption of the Lafarge Corporation Employee Stock Purchase Plan (the "Plan"). Eligible employees, as defined, who become participants in the Plan ("Participants"), are granted options at the beginning of the plan year to purchase shares of common stock of the Company through regular payroll deductions during the plan year. Payroll deductions for each Participant are made ratably during the option period (which coincides with the plan year ending May 31) and will not exceed the lesser of 5% of a Participant's annual compensation, as defined, or $3,000. On the last business day of each plan year, the Company uses the funds accumulated in each Participant's withholding account in the Plan to purchase for such Participant the largest possible number of whole shares of common stock of the Company, subject to certain limitations set forth in the Plan. The number of shares for which an option is granted to a Participant during the option period and the number of shares purchased by the Company for a Participant during the option period cannot exceed the number of shares having an aggregate fair market value of $6,000, as determined on the first day of the option period. The common stock purchase price to the Participant is the lower of 90% of the fair market value, as defined, of the shares at either the beginning or end of the plan year. The Plan is administered by a committee consisting of three or more employees of the Company appointed by the Company's Board of Directors. 2. PARTICIPANT AND PLAN TERMINATIONS: Upon termination from the Plan or cancellation of a Participant's option, the balance of a Participant's withholding account is returned to the Participant. Subject to the right of the Board of Directors to terminate the Plan prior thereto, the Plan will terminate when all or substantially all of the Company's one million shares of common stock reserved for purposes of the Plan has been purchased. No termination or amendment of the Plan will adversely affect the rights of a Participant under an option, except with the consent of the Participant. 6 7 3. ACCOUNTING POLICY: The accompanying financial statements have been prepared on the accrual basis of accounting. 4. STOCK PURCHASE PAYABLE: As of May 31, 1994 and 1993, the Plan was obligated to purchase 44,813 and 45,039 shares respectively, of the Company's common stock for Participants. The market value of the Company's common stock on May 31, 1994, and June 1, 1993, was $21.75 per share and $16.875 per share and on May 31, 1993, and June 1, 1992, was $16.75 per share and $17.125 per share, respectively. Common stock acquired in connection with the plan years ended May 31, 1994 and 1993, was issued and distributed directly to Participants in July 1994 and July 1993, respectively. 5. RESIDUAL DEPOSITS: No fractional shares are issued upon exercise of an option. Any residual deposits remaining in the Participant's withholding account following exercise of an option will be returned to the Participant, except those representing fractional shares of common stock which will be retained in the withholding account and applied to the next plan year. 6. INCOME AND EXPENSES: All expenses of the Plan are paid on behalf of the Plan by the Company. The Company is not required to, and does not, pay interest on amounts held in withholding accounts for Participants in the Plan. 7. PLAN STATUS: The Plan is designed to qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code, and therefore, options issued under the Plan and stock transferred upon exercise of the options will be eligible for special tax treatment. 7 8 INDEX TO EXHIBITS
Sequentially Exhibit Numbered Number Exhibit Page - ------- ------- ------------ 4.1 Lafarge Corporation Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (Registration No. 33-20865) of Lafarge Corporation and the Plan, filed with the Securities and Exchange Commission on March 28, 1988). 4.2 Payroll Deduction Authorization for use in connection with the Lafarge Corporation Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-8 (Registration No. 33-20865) of Lafarge Corporation and the Plan, filed with the Securities and Exchange Commission on March 28, 1988). 4.3 Summary Plan Description of Lafarge Corporation Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-8 (Registration No. 33-20865) of Lafarge Corporation and the Plan, filed with the Securities and Exchange Commission on March 28, 1988). 23 Consent of Arthur Andersen & Co.*
- ------------------------- * Filed herewith. 8 EX-23 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K into the Registration Statement of the Lafarge Corporation Employee Stock Purchase Plan on Form S-8, File No. 33-20865, previously filed with the Securities and Exchange Commission. /s/ ARTHUR ANDERSEN & CO. ---------------------------- Washington, D.C., ARTHUR ANDERSEN & CO. August 26, 1994 9 -----END PRIVACY-ENHANCED MESSAGE-----