-----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, KRY3EDvo7AqQaYlwJT05ypQalcSa2Lx0ucAnS/JvobfcLAgGaArXVFGmSkTXrsr9 TiPXB2Gi3m5hGzHkfDVj5A== 0000950133-98-003211.txt : 19980901 0000950133-98-003211.hdr.sgml : 19980901 ACCESSION NUMBER: 0000950133-98-003211 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980531 FILED AS OF DATE: 19980831 SROS: NYSE 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: 11-K SEC ACT: SEC FILE NUMBER: 001-08584 FILM NUMBER: 98701645 BUSINESS ADDRESS: STREET 1: 11130 SUNRISE VALLEY DR STE 300 CITY: RESTON STATE: VA ZIP: 22091-4329 BUSINESS PHONE: 7032643600 11-K 1 LAFARGE CORPORATION FORM 11-K 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, 1998 --------------------- 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 20191-4393 1 TOTAL SEQUENTIALLY NUMBERED PAGES: 9 ----- EXHIBIT INDEX ON SEQUENTIALLY NUMBERED PAGE: 8 ----- 2 REQUIRED INFORMATION --------------------
Page No. -------- a) Financial Statements Report of Independent Public Accountants 3 Statements of Financial Condition - As of May 31, 1998 and 1997 4 Statements of Changes in Participants' Equity - For the years ended May 31, 1998, 1997, and 1996 5 Notes to Financial Statements 6 b) Exhibits Consent of Independent Public Accountants 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 -------------------------------------- Date: August 27, 1998 Larry J. Waisanen, 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, 1998 and 1997, and the related statements of changes in participants' equity for each of the three years in the period ended May 31, 1998. 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, 1998 and 1997, and the changes in participants' equity for each of the three years in the period ended May 31, 1998, in conformity with generally accepted accounting principles. Washington, D.C., ARTHUR ANDERSEN LLP August 27, 1998 3 4 LAFARGE CORPORATION EMPLOYEE STOCK PURCHASE PLAN STATEMENTS OF FINANCIAL CONDITION
ASSETS May 31 ------------------------------------------------ 1998 1997 ---------------------- --------------------- Participant Deposits Due from Lafarge Corporation (Note 1) $ 712,746 $ 643,822 ====================== ===================== LIABILITIES AND PARTICIPANTS' EQUITY Stock Purchase Payable (Note 4) $ 704,470 $ 636,761 Residual Deposits (Note 5) 8,276 7,061 ---------------------- --------------------- Total Liabilities 712,746 643,822 Participants' Equity --- --- ---------------------- --------------------- Total Liabilities and Participants' Equity $ 712,746 $ 643,822 ====================== =====================
The accompanying notes are an integral part of these statements. 4 5 LAFARGE CORPORATION EMPLOYEE STOCK PURCHASE PLAN STATEMENTS OF CHANGES IN PARTICIPANTS' EQUITY
Years Ended May 31 -------------------------------------------------------------------------- 1998 1997 1996 ---------------------- --------------------- --------------------- Participants' Equity, beginning of year $ -- $ -- $ -- Participant Deposits (Note 1) 712,746 643,822 635,591 Deposits used for Stock Purchases (Note 4) (704,470) (636,761) (629,436) Deposits to be Refunded or Applied (Note 5) (8,276) (7,061) (6,155) ---------------------- --------------------- --------------------- 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, 1998 AND 1997 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 are not to 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 is limited to 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, 1998 and 1997, the Plan was obligated to purchase 31,626 and 33,100 shares respectively, of the Company's common stock for Participants. The market value of the Company's common stock on May 31, 1998, and June 1, 1997, was $37.63 per share and $24.75 per share and on May 31, 1997, and June 1, 1996, was $24.75 per share and $21.38 per share, respectively. Common stock acquired in connection with the plan years ended May 31, 1998 and 1997, was issued and distributed directly to Participants in July and August 1998 and July 1997, 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 LLP* 9
- ----------------- * Filed herewith. 8
EX-23 2 CONSENT OF ARTHUR ANDERSEN 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 Lafarge Corporation Employee Stock Purchase Plan's previously filed Registration Statement on Form S-8, File No. 33-20865. Washington, D.C., ARTHUR ANDERSEN LLP August 27, 1998 9
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