-----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, JeuFrGpWe0tJrPsT7zLfZUsskhIssguh+YqwU1jEKvxKJxyWUDhrxorJ4/UxhTih MA9cW5WAKRc2g++zXi2WMQ== 0000950133-96-000636.txt : 19960517 0000950133-96-000636.hdr.sgml : 19960517 ACCESSION NUMBER: 0000950133-96-000636 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960515 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAFARGE CORP CENTRAL INDEX KEY: 0000716783 STANDARD INDUSTRIAL CLASSIFICATION: CEMENT, HYDRAULIC [3241] IRS NUMBER: 581290226 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08584 FILM NUMBER: 96565372 BUSINESS ADDRESS: STREET 1: 11130 SUNRISE VALLEY DR STE 300 CITY: RESTON STATE: VA ZIP: 22091-4329 BUSINESS PHONE: 7032643600 10-Q 1 LAFARGE CORPORATION 10-Q 1 UNITED STATES 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 MARCH 31, 1996 ------------------------------------------- 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 0-11936 ---------------------------------------------------- LAFARGE CORPORATION - --------------------------------------------------------------------------- (Exact name of company as specified in its charter) MARYLAND 58-1290226 - --------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 11130 SUNRISE VALLEY DRIVE, SUITE 300, RESTON, VA 22091 - --------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 703-264-3600 - --------------------------------------------------------------------------- (Company's telephone number, including area code) Indicate by check mark whether the company (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 company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ---- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Outstanding as of Class April 30, 1996 --------------------------------- ---------------- Common Stock of Lafarge Corporation ($1 par value) 61,487,157 Exchangeable Preference Shares of Lafarge Canada Inc. (no par value) 8,086,781 ---------- Total Common Equity Interests 69,573,938 ========== Number of pages contained in this report 15 -- Total sequentially numbered pages 15 -- Exhibit index on page 13 --
1 2 LAFARGE CORPORATION AND SUBSIDIARIES FORM 10-Q - FOR THE QUARTER ENDED MARCH 31, 1996 INDEX
Page ---- PART I. FINANCIAL INFORMATION Item 1. Financial Statements a) Condensed Consolidated Statements of Income (Loss) - Three-Month and Twelve-Month Periods Ended March 31, 1996 and 1995 3 b) Condensed Consolidated Balance Sheets - March 31, 1996, March 31, 1995, and December 31, 1995 4 c) Condensed Consolidated Statements of Cash Flows - Three-Month and Twelve-Month Periods Ended March 31, 1996 and 1995 5 d) Condensed Consolidated Geographic Information - Three-Month and Twelve-Month Periods Ended March 31, 1996 and 1995 6 e) Notes to Condensed Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II. OTHER INFORMATION Item 1. Legal Proceedings 12 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 6(a). Exhibits 13 Item 6(b). Reports on Form 8-K 13 SIGNATURE 14
2 3 PART I. FINANCIAL INFORMATION Item 1. Financial Statements LAFARGE CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Income (Loss) (Unaudited and in thousands, except per share amounts)
Three Months Twelve Months Ended March 31 Ended March 31 ----------------------------- --------------------------------- 1996 1995 1996 1995 ----------- ---------- ---------- ---------- NET SALES $ 203,712 $ 196,789 $1,479,082 $1,552,267 ---------- ---------- ---------- ---------- COST AND EXPENSES Cost of goods sold 223,493 212,703 1,159,958 1,236,328 selling and administrative 35,795 35,480 141,427 159,782 Interest expense, net 3,251 3,032 15,438 23,745 Other expense (income), net 2,857 (4,580) 3,930 (4,670) ------------------------------------------------------------------------ Total costs and expenses 265,396 246,635 1,320,753 1,415,185 ------------------------------------------------------------------------ Pre-tax income (loss) (61,684) (49,846) 158,329 137,082 Income tax benefit (expense) 23,489 7,793 (24,858) (36,640) ------------------------------------------------------------------------ NET INCOME (LOSS) $ (38,195) $ (42,053) $ 133,471 $ 100,442 ======================================================================== NET INCOME (LOSS) PER COMMON EQUITY SHARE-PRIMARY $ (.55) $ (.62) $ 1.93 $ 1.47 ======================================================================== NET INCOME (LOSS) PER COMMON EQUITY SHARE-ASSUMING FULL DILUTION $ (.55) $ (.62) $ 1.87 $ 1.47 ======================================================================== DIVIDENDS PER COMMON EQUITY SHARE $ .100 $ .075 $ .400 $ .300 ======================================================================== Average number of common equity shares outstanding 69,327 68,251 69,266 68,379 ========================================================================
See Notes to Condensed Consolidated Financial Statements. 3 4 LAFARGE CORPORATION AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Unaudited and in thousands)
March 31 March 31 December 31 1996 1995 1995 ------------ ------------ ------------ ASSETS Cash and cash equivalents $ 88,976 $ 160,766 $ 136,435 Short-term investments 97,514 54,248 84,516 Receivables, net 192,685 174,619 256,262 Inventories 221,622 191,467 210,076 Other current assets 32,814 30,393 31,214 ---------------------------------------------------- Total current assets 633,611 611,493 718,503 Property, plant and equipment, net 823,896 752,754 797,017 Excess of cost over net assets of businesses acquired, net 22,478 21,205 21,302 Other assets 163,516 173,843 177,031 ---------------------------------------------------- TOTAL ASSETS $1,643,501 $1,559,295 $1,713,853 ==================================================== LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable and accrued liabilities $ 213,934 $ 217,967 $ 222,458 Income taxes payable 1,992 26,441 31,729 Current portion of long-term debt 20,633 16,729 15,741 ---------------------------------------------------- Total current liabilities 236,559 261,137 269,928 Long-term debt 263,612 285,392 268,636 Deferred income tax 48,157 69,218 43,314 Other postretirement benefits 124,368 121,448 123,260 Other long-term liabilities 28,018 23,346 27,737 ---------------------------------------------------- Total liabilities 700,714 760,541 732,875 ---------------------------------------------------- Common equity interests Common shares 61,011 59,902 60,735 Exchangeable shares 58,339 57,780 58,311 Additional paid-in-capital 597,514 579,026 593,310 Retained earnings 283,473 177,713 328,623 Foreign currency translation adjustments (57,550) (75,667) (60,001) ---------------------------------------------------- Total shareholders' equity 942,787 798,754 980,978 ---------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,643,501 $1,559,295 $1,713,853 ====================================================
See Notes to Condensed Consolidated Financial Statements. 4 5 LAFARGE CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (Unaudited and in thousands)
Three Months Twelve Months Ended March 31 Ended March 31 ----------------------------- ------------------------------- 1996 1995 1996 1995 -------- ----------- -------- ---------- CASH FLOWS FROM OPERATIONS Net income (loss) $ (38,195) $ (42,053) $ 133,471 $ 100,442 Adjustments to reconcile net income (loss) to net cash provided by operations: Depreciation, depletion and amortization 25,402 23,071 96,652 98,712 Provision for doubtful accounts 524 609 503 5,644 Gain on sale of assets (861) (9,525) (5,921) (24,867) Other postretirement benefits 821 822 2,261 3,020 Other non-cash charges and credits, net (1,445) (2,008) (29,718) (28,872) Changes in working capital 15,081 20,353 (68,923) 5,941 ------------------------------------------------------------------------- Net cash provided (consumed) by operations: 1,327 (8,731) 128,325 160,020 ------------------------------------------------------------------------- CASH FLOWS FROM INVESTING Capital expenditures (29,122) (27,619) (123,385) (104,100) Acquisitions (8,127) (972) (36,474) (5,350) Short-term investments (12,998) (3,748) (43,266) (54,248) Proceeds from property, plant & equipment dispositions 2,528 17,547 19,609 170,355 Other 2,445 (709) 6,074 9,154 ------------------------------------------------------------------------- Net cash provided by (used for) investing (45,274) (15,501) (177,442) 15,811 ------------------------------------------------------------------------- CASH FLOWS FROM FINANCING Net decrease in long-term borrowings (1,492) (6,363) (19,443) (115,912) Issuance of equity securities 293 37 3,275 4,590 Dividends, net of reinvestments (2,740) (2,024) (10,830) (8,679) ------------------------------------------------------------------------- Net cash consumed by financing (3,939) (8,350) (26,998) (120,001) ------------------------------------------------------------------------- Effect of exchange rate changes 427 291 4,325 (3,042) ------------------------------------------------------------------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (47,459) (32,291) (71,790) 52,788 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD 136,435 193,057 160,766 107,978 ------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD $ 88,976 $ 160,766 $ 88,976 $ 160,766 =========================================================================
See Notes to Condensed Consolidated Financial Statements. 5 6 LAFARGE CORPORATION AND SUBSIDIARIES Condensed Consolidated Geographic Information (Unaudited and in thousands)
Three Months Twelve Months Ended March 31 Ended March 31 ---------------------------- ------------------------------- 1996 1995 1996 1995 --------- --------- -------- ---------- NET SALES Canada $ 79,737 $ 83,169 $ 657,302 $ 672,230 United States 123,975 113,620 821,780 880,037 ----------------------------------------------------------------------- TOTAL NET SALES $ 203,712 $ 196,789 $1,479,082 $1,552,267 ======================================================================= INCOME (LOSS) FROM OPERATIONS Canada $ (31,773) $ (25,895) $ 69,600 $ 57,291 United States (26,660) (20,919) 104,167 103,536 ----------------------------------------------------------------------- TOTAL INCOME (LOSS) FROM OPERATIONS (58,433) (46,814) 173,767 160,827 Interest expense, net (3,251) (3,032) (15,438) (23,745) ----------------------------------------------------------------------- PRE-TAX INCOME (LOSS) $ (61,684) $ (49,846) $ 158,329 $ 137,082 =======================================================================
See Notes to Condensed Consolidated Financial Statements. 6 7 LAFARGE CORPORATION AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements 1. The Company is engaged in the production and sale of cement, ready-mixed concrete, other concrete products, asphalt and aggregates. The Company operates in the U.S. and, through its major operating subsidiary, Lafarge Canada Inc. ("LCI"), in Canada. The Company's wholly-owned subsidiary, Systech Environmental Corporation, supplies cement plants with substitute fuels and raw materials. Lafarge S.A., a French corporation, and certain of its affiliates own a majority of the Company's outstanding voting securities. 2. The condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. As a result, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The Company believes that the disclosures made are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company's 1995 Annual Report on Form 10-K. 3. Because of seasonal, weather-related conditions in most of the Company's marketing areas, earnings of any one quarter should not be considered as indicative of results to be expected for a full fiscal year or any other interim period. 4. Substantially all U.S. inventories other than maintenance and operating supplies are costed using the last-in, first-out ("LIFO") method and all other inventories are valued at average cost. At March 31, 1996 and 1995, and at December 31, 1995, inventories consisted of the following (in thousands):
March 31 March 31 December 31 1996 1995 1995 -------- -------- ----------- Finished products $ 99,086 $ 87,559 $ 97,950 Work in process 36,340 23,688 16,959 Raw materials and fuel 43,161 41,320 50,030 Maintenance and operating supplies 43,035 38,900 45,137 -------- -------- ----------- Total inventories $221,622 $191,467 $ 210,076 ======== ======== ===========
7 8 5. Cash paid (received) during the period for interest and taxes is as follows (in thousands):
Three Months Twelve Months Ended March 31 Ended March 31 ----------------------- --------------------------- 1996 1995 1996 1995 --------- --------- ---------- ----------- Interest, net $ 635 $ (1,607) $ 18,181 $ 23,799 Income taxes (net of refunds) 7,632 3,646 79,020 44,100
6. The 1995 amounts shown as income from operations for the twelve months ended March 31, 1996 for Canada and the United States in the condensed consolidated geographic information exclude $30.1 million of cumulative adjustments resulting from an agreement reached with Revenue Canada Taxation during the second quarter of 1995 related to the pricing of certain cement sales between the Company's operations in Canada and the U.S. for the years 1984 through 1994. If these adjustments were reflected, net sales and income from operations from Canada would be increased with corresponding adjustments in the U.S. There would be no impact on consolidated income from operations. 7. See Part II Item I on page 13 for a discussion of the material developments in legal proceedings. It is the opinion of management that all legal and environmental matters will be resolved without material effect on the Company's consolidated financial statements. 8. In the third quarter of 1995, the U.S. tax provision was decreased by $23.3 million due to the reduction of a valuation allowance on deferred tax assets which had been recorded in 1992. The reduction results from the favorable long-term outlook of the U.S. cement market, three consecutive years of taxable income in the U.S. and management's projections of future taxable income in the U.S. which is expected to be in excess of amounts needed to realize these deferred tax assets. Therefore, management believes it is more likely than not the related deferred tax assets will be realized. 9. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments (which included only normal recurring adjustments except as discussed above) necessary to present fairly the Company's financial position as of the applicable dates and the results of its operations and its cash flows for the interim periods presented. 8 9 LAFARGE CORPORATION AND SUBSIDIARIES Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations Historically, the Company incurs a loss in the first quarter because sales and operating results are negatively impacted by weather conditions which reduce construction activity. In addition, a substantial portion of the year's major maintenance projects are performed during this period of low plant utilization with the associated costs being charged to expense as incurred. THREE MONTHS ENDED MARCH 31, 1996 The seasonal pattern was evident during the three months ended March 31, 1996 when the Company incurred a net loss of $38.2 million, or $0.55 per common equity share. This compares with a net loss of $42.1 million, or $0.62 per common equity share, for the first quarter of 1995. The improvement was mostly due to a 4 percent increase in the average cement price, higher ready-mixed concrete shipments and a $12 million tax benefit which was recorded on U.S. operating losses in the first quarter of 1996. In 1995, no tax benefit was recorded on the U.S. loss. These improvements were partially offset by lower divestment gains and lower cement and aggregate sales volumes. The Company's Canadian operations reported a net loss of $18.3 million, $4.2 million worse than 1995. The U.S. net loss was $19.9 million, $8.1 million better than 1995. The Company's net sales increased 4 percent to $203.7 million from $196.8 million in 1995. Canadian net sales declined 4 percent to $79.7 million due mostly to inclement weather conditions and continuing weakness in the Ontario and Quebec construction markets. U.S. net sales increased 9 percent to $124.0 million mainly due to acquisitions in the cement and construction materials operations in 1995 and 1996. The effect of a 6 percent decline in cement shipments was offset by a 4 percent increase in average cement prices. Ready-mixed concrete shipments were 6 percent higher while aggregate shipments declined 8 percent. The first quarter loss from the Company's cement operations was $27.0 million, $5.0 million worse than last year. Net sales declined slightly (1%). The Canadian loss was $10.9 million, $5.4 million worse than 1995. Net sales and cement shipments were 7 percent and 12 percent lower, respectively, reflecting inclement weather and the slowdown of construction activity in Ontario, Quebec, British Columbia and Alberta. Canadian results were also negatively impacted by lower clinker production in Canada due to high inventory levels. The U.S. loss was $16.1 million, $0.4 million better than a year ago. An increase in the average net selling price of 5 percent was offset by a 4 percent decline in sales volumes (due largely to poor weather). Net sales increased a modest 1 percent. The Company's construction materials and waste management operations lost $21.3 million, $1.6 million better than 1995. The improvement was due to lower expenses related to the development of a new financial system and a 9 percent increase in net sales primarily due to acquisitions. In Canada, the loss was $17.2 million, $0.4 million better than 1995. Net sales were 4 percent lower than last year reflecting a 2 percent and 7 percent decline in ready-mixed concrete and aggregate volumes, respectively. This volume decline was due to 9 10 cold and wet weather and the slowdown of construction activity, mostly in Ontario and Quebec. In the U.S., the loss was $4.1 million. This was $1.2 million better than last year. Net sales increased 34 percent mostly due to acquisitions and higher ready-mixed concrete prices. Ready-mixed concrete shipments were 19 percent higher while aggregate volumes declined 8 percent. Other expense, net was $2.9 million compared to net income of $4.6 million in 1995. The change resulted mostly from lower divestment gains offset by lower interest rate swap expenses. For each of the three-month periods ended March 31, 1996 and 1995 the Company recorded an income tax benefit as a result of the seasonal loss from its Canadian operations. A $12 million tax benefit was recorded on U.S. operating losses in the first quarter of 1996, whereas in 1995 no tax benefit was recorded. The Canadian effective income tax rate was 39.2 percent for the first quarter of 1996 compared to 40.6 percent for the same period last year. TWELVE MONTHS ENDED MARCH 31, 1996 During the second quarter of 1995, the Company reached an agreement with Revenue Canada Taxation related to the pricing of certain cement sales between its operations in Canada and the U.S. for the years 1984 through 1994. The result was an increase in net sales and pre-tax income in Canada of U.S. $30.1 million with corresponding adjustments in the U.S. The impact of this agreement was immaterial to consolidated net income. Management's Discussion and Analysis that follows excludes the impact of this agreement (except for the discussion on income taxes). The Company reported net income of $133.5 million compared to $100.4 million for the same period ended March 31, 1995. Net sales declined 5 percent primarily due to divestments of non-strategic assets in the U.S. Canadian net sales were 2 percent lower mostly due to a slowdown of construction activity in Ontario, Quebec and British Columbia. Net sales in the U.S. dropped 7 percent. The average cement net selling price increased 6 percent in the U.S. and 5 percent in Canada (excluding exchange rate fluctuations) compared to 1995. Cement sales volumes remained relatively flat in the U.S. but declined 8 percent in Canada. Ready-mixed concrete and aggregate shipments declined mostly due to divestments in the U.S. and a slowdown of construction activity in various Canadian provinces. Selling and administrative expenses were $18.4 million lower. The reduction resulted from the Company's staff reductions related to restructuring and from divestments. Net interest expense declined $8.3 million due to lower average debt and higher average cash invested at higher interest rates. Other expense, net was $3.9 million as compared to income of $4.7 million in 1995. The change resulted primarily from lower gains on the sale of non-strategic assets. Income taxes for the twelve month period reflect the impact of the agreement with Revenue Canada Taxation related to the pricing of certain cement sales between the Company's operations in Canada and the U.S. Income tax expense decreased from $36.6 million in 1995 to $24.9 million in 1996. In the third quarter of 1995, the U.S. tax provision was reduced by $23.3 million due to the reduction of a valuation allowance on deferred tax assets which had been recorded in 1992. In addition, a $12 million tax benefit was recorded on U.S. operating losses in the first quarter of 1996 whereas in 1995 no tax benefit was recorded. 10 11 LIQUIDITY AND CAPITAL RESOURCES Net cash of $1.3 million was provided by operating activities in the first quarter of 1996 compared to net cash of $8.7 million consumed in the first quarter of 1995. Net cash used for investing activities in the first quarter of 1996 was $29.8 million higher than the first quarter of 1995 due to lower proceeds from divestments, higher short-term investments and increased acquisition activity. The 1995 divestment proceeds resulted mainly from the sale of the Company's interest in a Texas aggregate operation. Net cash consumed by financing activities consisted of debt reduction and net dividends paid. Net cash provided from operating activities for the twelve-month period ended March 31, 1996 decreased over the same period in 1995 primarily as a result of an increase in working capital requirements partially offset by higher net income. The working capital increase was mainly the result of higher inventories and lower income taxes payable. Inventories were higher as a result of accelerated U.S. cement and clinker purchases in mid-1995 in anticipation of higher shipments, the slowdown of shipments which began late in the third quarter of 1995 and the unusually cold and wet weather in the fourth quarter of 1995 that extended into the first quarter of 1996. Income taxes payable decreased due to a $12 million tax benefit recorded on U.S. operating losses in the first quarter of 1996 as previously discussed. Net cash of $177.4 million was used for investing activities during the twelve-month period ended March 31, 1996 compared to net cash of $15.8 million provided during the same period in 1995. The change resulted from proceeds received upon the 1995 divestment of non-strategic assets and higher 1996 capital spending and acquisitions. Net cash consumed by financing activities for the twelve-month period ended March 31, 1996 was $93 million lower than the same period in 1995 due to lower debt reduction. The debt reduction in 1995 resulted mostly from the proceeds of divested non-strategic assets. Capital investments are not expected to exceed $225.0 million in 1996. At March 31, 1996, the Company had no material capital commitments and had $150.0 million of committed bank lines of credit of which none had been drawn. 11 12 PART II. OTHER INFORMATION Item 1. Legal Proceedings The Company and LCI have settled all of their claims with all of the insurance companies in the Coverage Suit except for Hartford Casualty Insurance Company ("Hartford"). For a description of the Coverage Suit, see the Company's annual report on Form 10-K for the year ended December 31, 1995. On March 20, 1996, the Company and LCI filed an appeal of certain issues to the Court of Appeals for the Fourth Circuit. On April 15, 1996, Hartford also filed an appeal. It is expected that the Fourth Circuit will hear the appeal sometime during the fourth quarter of 1996 and render a decision in the first half of 1997. In LCI's third and fourth party claims against its primary and excess insurers for defense fees and indemnity, if any, in the Bertrand case (for a description of the Bertrand case see the Company's annual report on Form 10-K for the year ended December 31, 1995) Boreal Insurance Inc. (previously Laurentianne General Insurance Company) one of LCI's primary insurers served LCI in April 1996 with a Motion for Summary Judgment seeking dismissal of the third party action instituted by LCI against Boreal. Boreal alleges that its insurance contracts are not triggered and it has no obligation to indemnify LCI in regard to claims made against LCI in the Bertrand case. LCI anticipates that some of its other insurers may take the same position as Boreal and bring similar motions for summary judgment. LCI intends to strongly oppose Boreal's motion and any other such motions for summary judgment. Item 4. Submission of Matters to a Vote of Security Holders The annual meeting of shareholders of the Company was held on May 7, 1996. A total of 69,498,938 shares were entitled to be voted. At the meeting, shareholders elected the 17 nominees for the Board of Directors identified below: 12 13
Director Elected Votes For Votes Withheld - ---------------- --------- -------------- Thomas A. Buell 50,140,761 33,368 Marshall A. Cohen 50,140,830 33,299 Bertrand P. Collomb 50,141,736 32,393 Bernard L. Kasriel 50,141,361 32,768 Jacques Lefevre 50,141,038 33,091 Paul W. MacAvoy 50,140,561 33,568 Claudine B. Malone 50,140,557 33,567 Alonzo L. McDonald 50,131,750 42,379 David E. Mitchell 50,127,771 46,358 Robert W. Murdoch 50,142,578 31,551 Bertin F. Nadeau 50,138,761 35,368 John M. Piecuch 50,142,798 31,331 John D. Redfern 50,141,758 32,371 Joe M. Rodgers 50,140,104 34,025 Michel Rose 50,140,873 33,256 Ronald D. Southern 50,125,141 48,988 Edward H. Tuck 50,120,761 53,368
The shareholders ratified the appointment of Arthur Andersen LLP as auditors to audit the financial statements of the Company for the year ending December 31, 1996, with voting as follows:
Votes For Votes Against Abstentions Broker Non-Votes - --------- ------------- ----------- ---------------- 50,144,450 12,428 17,251 -0-
Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Page -------- ---- Exhibit 11 - Statement regarding computation of net income (loss) per common equity share. 15 (b) Reports on Form 8-K ------------------- No reports on Form 8-K were filed by the Company during the three-months ended March 31, 1996. 13 14 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LAFARGE CORPORATION Date: May 14, 1996 By: LARRY J. WAISANEN ------------ ----------------- Larry J. Waisanen Senior Vice President and Chief Financial Officer 14 EX-11 2 COMP. OF NET INCOME (LOSS) PER COMMON EQUITY SHARE 1 LAFARGE CORPORATION AND SUBSIDIARIES EXHIBIT 11 Computation of Net Income (Loss) per Common Equity Share (Unaudited and in thousands, except per share amounts)
Three Months Twelve Months Ended March 31 Ended March 31 --------------------------------- ------------------------------ 1996 1995 1996 1995 ------------- ------------ ----------- ----------- PRIMARY CALCULATION - ------------------- Net income (loss) $ (38,195) $ (42,053) $ 133,471 $ 100,442 ============== ============ =========== ========== Weighted average number of common equity shares outstanding 69,327 68,251 68,934 67,959 Net effect of dilutive stock options based on the treasury method - - 332 420 -------------- ----------- ---------- --------- Weighted average number of common equity shares and share equivalents outstanding 69,327 68,251 69,266 68,379 ============== =========== ========= ========= Primary net income (loss) per common equity share $ (.55) $ (.62) $ 1.93 $ 1.47 ============== =========== ========== ========== FULLY DILUTED CALCULATION - ------------------------- Net income (loss) $ (38,195) $ (42,053) $ 133,471 $ 100,442 Add after tax interest expense applicable to 7% Convertible Subordinated Debentures 1,102 1,750 4,409 7,000 -------------- ----------- ---------- ---------- Net income (loss) assuming full dilution $ (37,093) $ (40,303) $ 137,880 $ 107,442 ============== =========== =========== ========== Weighted average number of common equity shares outstanding 69,327 68,251 68,934 67,959 Add additional shares assuming conversion of 7% Convertible Subordinated Debentures 4,520 4,520 4,520 4,520 Net effect of dilutive stock options based on the treasury stock method 352 438 332 437 ------------ ----------- ----------- ----------- Weighted average number of common equity shares assuming full conversion of all potentially dilutive securities 74,199 73,209 73,786 72,916 =========== =========== =========== =========== Fully diluted net income (loss) per common equity share $ (.50)(a) $ (.55)(a) $ 1.87 $ 1.47 ============ =========== =========== ===========
(a) This calculation is submitted in accordance with Regulation S-K item 601(b)(11) although it is contrary to paragraph 40 of APB Opinion No.15 because it produces an anti-dilutive result. 15 EX-27 3 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 88,976 97,514 192,685 0 221,622 633,611 823,896 0 1,643,501 236,559 263,612 0 0 716,864 225,923 1,643,501 203,712 203,712 223,493 223,493 2,857 0 3,251 (61,684) (23,489) (38,195) 0 0 0 (38,195) (.55) (.55) PP&E net shown only. Interim financial statements do not require PP&E at cost and accumulated depreciation and depletion.
-----END PRIVACY-ENHANCED MESSAGE-----