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Registration No. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
VALMONT INDUSTRIES, INC.
(Exact Name of Issuer as Specified in its Charter)
Delaware 47-0351813
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
Valley, Nebraska 68064
(Address of Principal Executive Offices) (Zip Code)
Valmont 1996 Stock Plan
(Full Title of the Plan)
Terry J. McClain, Vice President
and Chief Financial Officer
Valmont Industries, Inc.
Valley, NE 68064
(Name and Address of Agent for Service)
Telephone Number, Including Area Code,
of Agent for Service: 402-359-2201
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================
Title of Amount to Proposed maxi- Proposed maxi- Amount
of
securi- be regis- mum offering mum aggregate
registra-
ties to be tered price per offering price tion fee
registered share
<S> <C> <C> <C> <C>
Common 800,000 $32.00* $25,600,000* $8,828
Stock
*Estimated solely for the purposes of calculating the amount of
the registration fee, pursuant to Rule 457(c), on the basis of
the average of the high and low sales prices on April 22, 1996.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation by Certain Documents by Reference.
Valmont Industries, Inc. (the "Company") hereby incorporates
by reference in this Registration Statement the following
documents previously filed with the Securities and Exchange
Commission:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 30, 1995.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") since the end of the Company's fiscal
year ended December 30, 1995.
(c) The description of the Company's common stock and
related rights contained in registration statements
filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be
a part thereof from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers.
Pursuant to Article IX of the Certificate of Incorporation
of the Company, the Company shall, to the extent required, and
may, to the extent permitted, by Section 102 and Section 145 of
the General Corporation Law of the State of Delaware, as amended
from time to time, indemnify and reimburse all persons whom it
may indemnify and reimburse pursuant thereto. No director shall
be liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director with respect to acts
or omissions occurring on or after April 27, 1987. A director
shall continue to be liable for (i) any breach of a director's
duty of loyalty to the Company or its stockholders; (ii) acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) paying a dividend
or approving a stock repurchase which would violate Section 174
of the General Corporation Law of the State of Delaware; or (iv)
any transaction from which the director derived an improper
personal benefit.
The by-laws of the Company provide for indemnification of
Company officers and directors against all expenses, liability
or losses reasonably incurred or suffered by them to the extent
legally permissible under the Delaware General Corporation Law
where any such person was, is, or is threatened to be made a
party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by
reason of the fact such person was serving the Company in such
capacity. Generally, under Delaware law, indemnification will
only be available where an officer or director can establish that
such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests
of the Company.
The Company also maintains a director and officer insurance
policy which insures the Company, its subsidiaries and their
officers and directors against damages, judgments, settlements
and costs incurred by reason of certain wrongful acts committed
by such persons in their capacities as officers and directors.
Item 8. Exhibits
4.1 - Valmont 1996 Stock Plan
5 - Opinion of McGrath, North, Mullin & Kratz,
P.C.
23.1 - Consent of McGrath, North, Mullin & Kratz,
P.C., counsel for the Company (included as
part
of Exhibit 5)
23.2 - Consent of KPMG Peat Marwick
24 - Powers of Attorney
Item 9. Undertakings
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act
of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts
or events arising after the effective
date of the registration statement (or
the most recent post-effective amendment
thereof) which, individually or in the
aggregate, represent a fundamental
change in the information set forth in
the registration statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration
statement;
provided, however that paragraph (A)(l)(i) and
(A)(l)(ii) do not apply if the information
required to be included in a post-effective
amendment by the foregoing paragraphs is contained
in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered
therein, and the offering of such securities at
that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination
of the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall he deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Valmont Industries, Inc., a Delaware corporation, certifies that
it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8, and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Valley,
and the State of Nebraska, on this 22nd day of April, 1996.
Valmont Industries, Inc.
By /s/ Mogens C. Bay
_________________________
Mogens C. Bay, President
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities indicated on the 22nd day of
April, 1996.
Signature Title
/s/ Mogens C. Bay
_________________________ Director, President and Chief
Mogens C. Bay Executive Officer (Principal
Executive Officer)
/s/ Terry J. McClain
_________________________ Vice President and Chief
Terry J. McClain Financial Officer (Principal
Financial Officer)
/s/ Brian C. Stanley
_________________________ Vice President - Investor
Brian C. Stanley Relations & Controller
(Principal Accounting Officer)
Robert B. Daugherty* John E. Jones*
Charles M. Harper* Thomas F. Madison*
Allen F. Jacobson* Walter Scott, Jr.*
Lloyd P. Johnson* Robert G. Wallace*
*Mogens C. Bay, by signing his name hereto, signs this
registration statement on behalf of each of the directors
indicated on this 22nd day of April, 1996. A Power of Attorney
authorizing Mogens C. Bay to sign this registration statement on
behalf of each of the indicated directors of Valmont Industries,
Inc. has been filed herein as Exhibit 24.
By: /s/ Mogens C. Bay
____________________________
Mogens C. Bay
Attorney-in-Fact
VALMONT 1996 STOCK PLAN
SECTION 1
NAME AND PURPOSE
1.1 Name. The name of the plan shall be the Valmont 1996
Stock Plan (the "Plan").
1.2. Purpose of Plan. The purpose of the Plan is to foster
and promote the long-term financial success of the Company and
increase stockholder value by (a) motivating superior performance
by means of stock incentives, (b) encouraging and providing for
the acquisition of an ownership interest in the Company by
Employees and (c) enabling the Company to attract and retain the
services of a management team responsible for the long-term
financial success of the Company.
SECTION 2
DEFINITIONS
2.1 Definitions. Whenever used herein, the following terms
shall have the respective meanings set forth below:
(a) "Act" means the Securities Exchange Act of 1934, as
amended.
(b) "Award" means any Option, Stock Appreciation Right,
Restricted Stock, Stock Bonus, or any combination
thereof, including Awards combining two or more types
of Awards in a single grant.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as
amended.
(e) "Committee" means the Compensation Committee of the
Board, which shall consist of two or more members, each
of whom shall be "disinterested persons" within the
meaning of Rule 16b-3 as promulgated under the Act.
(f) "Company" means Valmont Industries, Inc., a Delaware
corporation (and any successor thereto) and its
Subsidiaries.
(g) "Director Award" means an award of Stock and an annual
Award of a Nonstatutory Stock Option granted to each
Eligible Director pursuant to Section 7.1 without any
action by the Board or the Committee.
(h) "Eligible Director" means a person who is serving as a
member of the Board and who is not an Employee.
(i) "Employee" means any employee of the Company or any of
its Subsidiaries.
(j) "Fair Market Value" means, on any date, the average of
the high and low sales prices of the Stock as reported
on the National Association of Securities Dealers
Automated Quotation system (or on such other recognized
market or quotation system on which the trading prices
of the Stock are traded or quoted at the relevant time)
on such date. In the event that there are no Stock
transactions reported on such system (or such other
system) on such date, Fair Market Value shall mean the
average of the high and low sale prices on the
immediately preceding date on which Stock transactions
were so reported.
(k) "Option" means the right to purchase Stock at a stated
price for a specified period of time. For purposes of
the Plan, an Option may be either (i) an Incentive
Stock Option within the meaning of Section 422 of the
Code or (ii) a Nonstatutory Stock Option.
(l) "Participant" means any Employee designated by the
Committee to participate in the Plan.
(m) "Plan" means the Valmont 1996 Stock Plan, as in effect
from time to time.
(n) "Restricted Stock" shall mean a share of Stock granted
to a Participant subject to such restrictions as the
Committee may determine.
(o) "Stock" means the Common Stock of the Company, par
value $1.00 per share.
(p) "Stock Appreciation Right" means the right, subject to
such terms and conditions as the Committee may
determine, to receive an amount in cash or Stock, as
determined by the Committee, equal to the excess of (i)
the Fair Market Value, as of the date such Stock
Appreciation Right is exercised, of the number shares
of Stock covered by the Stock Appreciation Right being
exercised over (ii) the aggregate exercise price of
such Stock Appreciation Right.
(q) "Stock Bonus" means the grant of Stock as compensation
from the Company, which may be in lieu of cash salary
or bonuses otherwise payable to the Participant or in
addition to such cash compensation.
(r) "Subsidiary" means any corporation or partnership in
which the Company owns, directly or indirectly, 50% or
more of the total combined voting power of all classes
of stock of such corporation or of the capital interest
or profits interest of such partnership.
2.2 Gender and Number. Except when otherwise indicated by
the context, words in the masculine gender used in the Plan shall
include the feminine gender, the singular shall include the
plural, and the plural shall include the singular.
SECTION 3
ELIGIBILITY AND PARTICIPATION
Except as otherwise provided in Section 7.1, the only
persons eligible to participate in the Plan shall be those
Employees selected by the Committee as Participants.
SECTION 4
POWERS OF THE COMMITTEE
4.1 Power to Grant. The Committee shall determine the
Participants to whom Awards shall be granted, the type or types
of Awards to be granted, and the terms and conditions of any and
all such Awards. The Committee may establish different terms and
conditions for different types of Awards, for different
Participants receiving the same type of Awards, and for the same
Participant for each Award such Participant may receive, whether
or not granted at different times.
4.2 Administration. The Committee shall be responsible for
the administration of the Plan. The Committee, by majority action
thereof, is authorized to prescribe, amend, and rescind rules and
regulations relating to the Plan, to provide for conditions
deemed necessary or advisable to protect the interests of the
Company, and to make all other determinations necessary or
advisable for the administration and interpretation of the Plan
in order to carry out its provisions and purposes.
Determinations, interpretations, or other actions made or taken
by the Committee pursuant to the provisions of the Plan shall be
final, binding, and conclusive for all purposes and upon all
persons. Notwithstanding anything else contained in the Plan to
the contrary, neither the Committee nor the Board shall have any
discretion regarding whether an Eligible Director receives a
Director Award pursuant to Section 7.1 or regarding the terms of
any such Director Award, including, without limitation, the
number of shares subject to any such Director Award.
SECTION 5
STOCK SUBJECT TO PLAN
5.1 Number. Subject to the provisions of Section 5.3, the
number of shares of Stock subject to Awards (including Director
Awards) under the Plan may not exceed 800,000 shares of Stock.
The shares to be delivered under the Plan may consist, in whole
or in part, of treasury Stock or authorized but unissued Stock,
not reserved for any other purpose. The maximum number of shares
of Stock with respect to which Awards may be granted to any one
Employee under the Plan is 40% of the aggregate number of shares
of Stock available for Awards under Section 5.1.
5.2 Cancelled, Terminated or Forfeited Awards. Any shares
of Stock subject to an Award which for any reason are cancelled,
terminated or otherwise settled without the issuance of any Stock
shall again be available for Awards under the Plan.
5.3 Adjustment in Capitalization. In the event of any Stock
dividend or Stock split, recapitalization (including, without
limitation, the payment of an extraordinary dividend), merger,
consolidation, combination, spin-off, distribution of assets to
stockholders, exchange of shares, or other similar corporate
change, (i) the aggregate number of shares of Stock available for
Awards under Section 5.1 and (ii) the number of shares and
exercise price with respect to Options and the number, prices and
dollar value of other Awards, may be appropriately adjusted by
the Committee, whose determination shall be conclusive. If,
pursuant to the preceding sentence, an adjustment is made to the
number of shares of Stock authorized for issuance under the Plan,
a corresponding adjustment shall be made with respect to Director
Awards granted pursuant to Section 7.1.
SECTION 6
STOCK OPTIONS
6.1 Grant of Options. Options may be granted to
Participants at such time or times as shall be determined by the
Committee. Options granted under the Plan may be of two types:
(i) Incentive Stock Options and (ii) Nonstatutory Stock Options.
The Committee shall have complete discretion in determining the
number of Options, if any, to be granted to a Participant. Each
Option shall be evidenced by an Option agreement that shall
specify the type of Option granted, the exercise price, the
duration of the Option, the number of shares of Stock to which
the Option pertains, the exercisability (if any) of the Option in
the event of death, retirement, disability or termination of
employment, and such other terms and conditions not inconsistent
with the Plan as the Committee shall determine.
6.2 Option Price. Nonstatutory Stock Options and Incentive
Stock Options granted pursuant to the Plan shall have an exercise
price which is not less than the Fair Market Value on the date
the Option is granted.
6.3 Exercise of Options. Options awarded to a Participant
under the Plan shall be exercisable at such times and shall be
subject to such restrictions and conditions as the Committee may
impose, subject to the Committee's right to accelerate the
exercisability of such Option in its discretion. Notwithstanding
the foregoing, no Option shall be exercisable for more than ten
years after the date on which it is granted.
6.4 Payment. The Committee shall establish procedures
governing the exercise of Options, which shall require that
written notice of exercise be given and that the Option price be
paid in full in cash or cash equivalents, including by personal
check, at the time of exercise or pursuant to any arrangement
that the Committee shall approve. The Committee may, in its
discretion, permit a Participant to make payment (i) in Stock
already owned by the Participant valued at its Fair Market Value
on the date of exercise (if such Stock has been owned by the
Participant for at least six months) or (ii) by electing to have
the Company retain Stock which would otherwise be issued on
exercise of the Option, valued at its Fair Market Value on the
date of exercise. As soon as practicable after receipt of a
written exercise notice and full payment of the exercise price,
the Company shall deliver to the Participant a certificate or
certificates representing the acquired shares of Stock.
6.5 Incentive Stock Options. Notwithstanding anything in
the Plan to the contrary, no term of this Plan relating to
Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be
so exercised, so as to disqualify the Plan under Section 422 of
the Code, or, without the consent of any Participant affected
thereby, to cause any Incentive Stock Option previously granted
to fail to qualify for the Federal income tax treatment afforded
under Section 421 of the Code. In furtherance of the foregoing,
(i) the aggregate Fair Market Value of shares of Stock
(determined at the time of grant of each Option) with respect to
which Incentive Stock Options are exercisable for the first time
by an Employee during any calendar year shall not exceed $100,000
or such other amount as may be required by the Code, (ii) an
Incentive Stock Option may not be exercised more than three
months following termination of employment (except as the
Committee may otherwise determine in the event of death or
disability), and (iii) if the Employee receiving an Incentive
Stock Option owns Stock possessing more than 10% of the total
combined voting power of all classes of Stock of the Company, the
exercise price of the Option shall be at least 110% of Fair
Market Value and the Option shall not be exercisable after the
expiration of five years from the date of grant.
6.6 Replacement Options. The Committee may grant a
replacement option (a "Replacement Option") to any Employee who
exercises all or part of an option granted under this Plan using
Qualifying Stock (as herein defined) as payment for the purchase
price. A Replacement Option shall grant to the Employee the
right to purchase, at the Fair Market Value as of the date of
said exercise and grant, the number of shares of stock equal to
the sum of the number of whole shares (i) used by the Employee in
payment of the purchase price for the option which was exercised
and (ii) used by the Employee in connection with applicable
withholding taxes on such transaction. A Replacement Option may
not be exercised for six months following the date of grant, and
shall expire on the same date as the option which it replaces.
Qualifying Stock is stock which has been owned by the Employee
for at least six months prior to the date of exercise and has not
been used in a stock-for-stock swap transaction within the
preceding six months.
SECTION 7
DIRECTOR AWARDS
7.1 Amount of Award. Each Eligible Director shall receive
a non-discretionary Award of 1,000 shares of stock each year;
such Award shall be made annually on the date of and following
completion of the Company's annual stockholders' meeting
(commencing with the 1996 annual stockholders' meeting). Each
Eligible Director shall be issued a common stock certificate for
such number of shares. Termination of the director's services
for any reason other than (i) death, (ii) retirement from the
Board at mandatory retirement age, or (iii) resignation or
failure to stand for re-election, in any such case with the
prior approval of the Board, will result in forfeiture of the
Stock. If the Stock is forfeited, the director shall return the
number of forfeited shares of Stock, or equivalent value, to the
Company. The number of shares of Stock awarded to an Eligible
Director annually shall be appropriately adjusted in the event
of any stock changes as described in Section 5.3. In addition,
each Eligible Director shall receive a non-discretionary Award
of a Nonqualified Stock Option for 2,000 shares of Stock
exercisable at the Fair Market Value of the Company's common
stock on the date of grant; such Award shall be made annually on
the date of and following completion of the Company's annual
stockholders' meeting (commencing with the 1996 annual
stockholders' meeting). The number of nonqualified options
awarded to a director shall be appropriately adjusted in the
event of any stock changes as described in Section 5.3.
7.2 No Other Awards. An Eligible Director shall not
receive any other Award under the Plan.
SECTION 8
STOCK APPRECIATION RIGHTS
8.1 SAR's In Tandem with Options. Stock Appreciation
Rights may be granted to Participants in tandem with any Option
granted under the Plan, either at or after the time of the grant
of such Option, subject to such terms and conditions, not
inconsistent with the provisions of the Plan, as the Committee
shall determine. Each Stock Appreciation Right shall only be
exercisable to the extent that the corresponding Option is
exercisable, and shall terminate upon termination or exercise of
the corresponding Option. Upon the exercise of any Stock
Appreciation Right, the corresponding Option shall terminate.
8.2 Other Stock Appreciation Rights. Stock Appreciation
Rights may also be granted to Participants separately from any
Option, subject to such terms and conditions, not inconsistent
with the provisions of the Plan, as the Committee shall
determine.
SECTION 9
RESTRICTED STOCK
9.1 Grant of Restricted Stock. The Committee may grant
Restricted Stock to Participants at such times and in such
amounts, and subject to such other terms and conditions not
inconsistent with the Plan as it shall determine. Each grant of
Restricted Stock shall be subject to such restrictions, which
may relate to continued employment with the Company, performance
of the Company, or other restrictions, as the Committee may
determine. Each grant of Restricted Stock shall be evidenced by
a written agreement setting forth the terms of such Award.
9.2 Removal of Restrictions. The Committee may accelerate
or waive such restrictions in whole or in part at any time in
its discretion.
SECTION 10
STOCK BONUSES
10.1 Grant of Stock Bonuses. The Committee may grant a
Stock Bonus to a Participant at such times and in such amounts,
and subject to such other terms and conditions not inconsistent
with the Plan, as it shall determine.
SECTION 11
AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN
11.1 General. The Board may from time to time amend, modify
or terminate any or all of the provisions of the Plan, subject
to the provisions of this Section 11.1. The Board may not
change the Plan in a manner which would prevent outstanding
Incentive Stock Options granted under the Plan from being
Incentive Stock Options without the consent of the optionees
concerned. Furthermore, the Board may not make any amendment
which would (i) materially modify the requirements for
participation in the Plan, (ii) increase the number of shares of
Stock subject to Awards under the Plan pursuant to Section 5.1,
(iii) materially increase the benefits accruing to Participants
under the Plan, or (iv) make any other amendments which would
cause the Plan not to comply with Rule 16b-3 under the Act, in
each case without the approval of the Company's stockholders.
No amendment or modification shall affect the rights of any
Employee with respect to a previously granted Award, nor shall
any amendment or modification affect the rights of any Eligible
Director pursuant to a previously granted Director Award.
11.2 Termination of Plan. No further Options shall be
granted under the Plan subsequent to December 31, 2005, or such
earlier date as may be determined by the Board.
SECTION 12
MISCELLANEOUS PROVISIONS
12.1 Nontransferability of Awards. No Awards granted under
the Plan may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than by will or by
the laws of descent and distribution. All rights with respect
to Awards granted to a Participant under the Plan shall be
exercisable during the Participant's lifetime only by such
Participant and all rights with respect to any Director Awards
granted to an Eligible Director shall be exercisable during the
Director's lifetime only by such Eligible Director.
12.2 Beneficiary Designation. Each Participant under the
Plan may from time to time name any beneficiary or beneficiaries
(who may be named contingent or successively) to whom any
benefit under the Plan is to be paid or by whom any right under
the Plan is to be exercised in case of his death. Each
designation will revoke all prior designations by the same
Participant shall be in a form prescribed by the Committee, and
will be effective only when filed in writing with the Company.
In the absence of any such designation, Awards outstanding at
death may be exercised by the Participant's surviving spouse, if
any, or otherwise by his estate.
12.3 No Guarantee of Employment or Participation. Nothing
in the Plan shall interfere with or limit in any way the right
of the Company or any Subsidiary to terminate any Participant's
employment at any time, nor confer upon any Participant any
right to continue in the employ of the Company or any
Subsidiary. No Employee shall have a right to be selected as a
Participant, or, having been so selected, to receive any future
Awards.
12.4 Tax Withholding. The Company shall have the power to
withhold, or require a Participant or Eligible Director to remit
to the Company, an amount sufficient to satisfy federal, state,
and local withholding tax requirements on any Award under the
Plan, and the Company may defer issuance of Stock until such
requirements are satisfied. The Committee may, in its
discretion, permit a Participant to elect, subject to such
conditions as the Committee shall impose, (i) to have shares of
Stock otherwise issuable under the Plan withheld by the Company
or (ii) to deliver to the Company previously acquired shares of
Stock, in each case having a Fair Market Value sufficient to
satisfy all or part of the Participant's estimated total
federal, state and local tax obligation associated with the
transaction.
12.5 Change of Control. On the date of a Change of Control,
all outstanding options and stock appreciation rights shall
become immediately exercisable and all restrictions with respect
to Restricted Stock shall lapse. "Change of Control" shall
mean:
(i) The acquisition (other than from the Company) by any
person, entity or "group", within the meaning of
Section 13(d)(3) or 14(d)(2) of the Act (excluding any
acquisition or holding by (i) the Company or its
subsidiaries, (ii) any employee benefit plan of the
Company or its subsidiaries which acquires beneficial
ownership of voting securities of the Company and (iii)
Robert B. Daugherty, his successors and assigns and any
tax-exempt entity established by him) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated
under the Act) of 50% or more of either the then
outstanding shares of common stock or the combined
voting power of the Company's then outstanding voting
securities entitled to vote generally in the election
of directors; or
(ii) Individuals who, as of the date hereof, constitute the
Board (as of the date hereof the "Incumbent Board")
cease for any reason to constitute at least a majority
of the Board, provided that any person becoming a
director subsequent to the date hereof whose election,
or nomination for the election by the Company's
stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent
Board shall be, for purposes of this Plan, considered
as though such person were a member of the Incumbent
Board; or
(iii) Approval by the stockholders of the Company of a
reorganization, merger or consolidation, in each case,
with respect to which persons who were the stockholders
of the Company immediately prior to such
reorganization, merger or consolidation do not,
immediately thereafter, own more than 50% of the
combined voting power entitled to vote generally in the
election of directors of the reorganized, merged or
consolidated company's then outstanding voting
securities, or a liquidation or dissolution of the
Company or of the sale of all or substantially all of
the assets of the Company.
12.6 Company Intent. The Company intends that the Plan
comply in all respects with Rule 16b-3 under the Act, and any
ambiguities or inconsistencies in the construction of the Plan
shall be interpreted to give effect to such intention.
12.7 Requirements of Law. The granting of Awards and the
issuance of shares of Stock shall be subject to all applicable
laws, rules, and regulations, and to such approvals by any
governmental agencies or securities exchanges as may be
required.
12.8 Effective Date. The Plan shall be effective upon its
adoption by the Board subject to approval by the Company's
stockholders at the 1996 annual stockholders' meeting.
12.9 Governing Law. The Plan, and all agreements hereunder,
shall be construed in accordance with and governed by the laws
of the State of Delaware.
EXHIBIT 5
McGrath, North, Mullin & Kratz, P.C.
1400 One Central Park Plaza
Omaha, Nebraska 68102
(402) 341-3070
April 24, 1996
Valmont Industries, Inc.
Valley, Nebraska 68064
Gentlemen:
In connection with the registration under the Securities Act
of 1933, as amended, of 800,000 shares of common stock
(the "Common Stock"), $1.00 par value, of Valmont Industries,
Inc., a Delaware corporation (the "Company"), authorized for
issuance pursuant to the Valmont 1996 Stock Plan (the "Plan"), we
have examined such corporate records and other documents,
including the registration statement on Form S-8 to be filed with
the Securities and Exchange Commission relating to such shares
(the "Registration Statement"), and have reviewed such matters of
law as we have deemed necessary for this opinion. Based on such
examination, we advise you that in our opinion:
1. The Company is a corporation duly organized and
existing under the laws of the State of Delaware.
2. Upon the issuance of shares in accordance with the
Plan, all necessary corporate action on the part of the Company
will have been taken to authorize the issuance of up to 800,000
shares of Common Stock by the Company, and when issued as
contemplated in the Registration Statement and related documents,
such shares will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to
the Registration Statement.
Yours very truly,
MCGRATH, NORTH, MULLIN & KRATZ, P.C.
By: /s/ David L. Hefflinger
David L. Hefflinger
EXHIBIT 23.2
ACCOUNTANTS' CONSENT
The Board of Directors
Valmont Industries, Inc.
We consent to incorporation by reference in this Registration
Statement on Form S-8 of Valmont Industries, Inc. of our report
dated February 16, 1996 relating to the consolidated balance
sheets of Valmont Industries, Inc. and subsidiaries as of
December 30, 1995 and December 31, 1994, and the related
consolidated statements of operations, shareholders' equity and
cash flows and all related consolidated financial statement
schedules for each of the years in the three-year period ended
December 30, 1995.
Our report refers to the Company's adoption of Financial
Accounting Standards No. 109, Accounting for Income Taxes, in
fiscal 1993.
KPMG PEAT MARWICK LLP
/s/ KPMG Peat Marwick LLP
Omaha, Nebraska
April 23, 1996
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of Valmont Industries, Inc., a Delaware corporation,
hereby constitutes and appoints Mogens C. Bay and Terry J.
McClain, or either of them, his true and lawful attorney-in-fact
and agent, with full power to act for him and in his name, place
and stead, in any and all capacities, to do any and all acts and
things and execute any and all instruments which said attorney
and agent may deem necessary or desirable to enable Valmont
Industries, Inc. to comply with the Securities Act of 1933, as
amended, and any rules regulations and requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration on Form S-8 under said Act of
800,000 shares of common stock of this corporation, which may be
offered for sale under the Valmont 1996 Stock Plan, including
specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of Valmont
Industries, Inc. and the name of the undersigned Director to the
registration statement, any amendments (including post-effective
amendments) thereto, and to any instruments and documents filed
as part of or in connection with said registration statement or
amendments thereto; and the undersigned hereby ratifies and
confirms all that said attorney and agent shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
power of attorney this 22nd day of April, 1996.
/s/ Robert B. Daugherty
_______________________________
Robert B. Daugherty, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of Valmont Industries, Inc., a Delaware corporation,
hereby constitutes and appoints Mogens C. Bay and Terry J.
McClain, or either of them, his true and lawful attorney-in-fact
and agent, with full power to act for him and in his name, place
and stead, in any and all capacities, to do any and all acts and
things and execute any and all instruments which said attorney
and agent may deem necessary or desirable to enable Valmont
Industries, Inc. to comply with the Securities Act of 1933, as
amended, and any rules regulations and requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration on Form S-8 under said Act of
800,000 shares of common stock of this corporation, which may be
offered for sale under the Valmont 1996 Stock Plan, including
specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of Valmont
Industries, Inc. and the name of the undersigned Director to the
registration statement, any amendments (including post-effective
amendments) thereto, and to any instruments and documents filed
as part of or in connection with said registration statement or
amendments thereto; and the undersigned hereby ratifies and
confirms all that said attorney and agent shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
power of attorney this 22nd day of April, 1996.
/s/ Charles M. Harper
_______________________________
Charles M. Harper, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of Valmont Industries, Inc., a Delaware corporation,
hereby constitutes and appoints Mogens C. Bay and Terry J.
McClain, or either of them, his true and lawful attorney-in-fact
and agent, with full power to act for him and in his name, place
and stead, in any and all capacities, to do any and all acts and
things and execute any and all instruments which said attorney
and agent may deem necessary or desirable to enable Valmont
Industries, Inc. to comply with the Securities Act of 1933, as
amended, and any rules regulations and requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration on Form S-8 under said Act of
800,000 shares of common stock of this corporation, which may be
offered for sale under the Valmont 1996 Stock Plan, including
specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of Valmont
Industries, Inc. and the name of the undersigned Director to the
registration statement, any amendments (including post-effective
amendments) thereto, and to any instruments and documents filed
as part of or in connection with said registration statement or
amendments thereto; and the undersigned hereby ratifies and
confirms all that said attorney and agent shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
power of attorney this 22nd day of April, 1996.
/s/ Allen F. Jacobson
_______________________________
Allen F. Jacobson, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of Valmont Industries, Inc., a Delaware corporation,
hereby constitutes and appoints Mogens C. Bay and Terry J.
McClain, or either of them, his true and lawful attorney-in-fact
and agent, with full power to act for him and in his name, place
and stead, in any and all capacities, to do any and all acts and
things and execute any and all instruments which said attorney
and agent may deem necessary or desirable to enable Valmont
Industries, Inc. to comply with the Securities Act of 1933, as
amended, and any rules regulations and requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration on Form S-8 under said Act of
800,000 shares of common stock of this corporation, which may be
offered for sale under the Valmont 1996 Stock Plan, including
specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of Valmont
Industries, Inc. and the name of the undersigned Director to the
registration statement, any amendments (including post-effective
amendments) thereto, and to any instruments and documents filed
as part of or in connection with said registration statement or
amendments thereto; and the undersigned hereby ratifies and
confirms all that said attorney and agent shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
power of attorney this 22nd day of April, 1996.
/s/ Lloyd P. Johnson
_______________________________
Lloyd P. Johnson, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of Valmont Industries, Inc., a Delaware corporation,
hereby constitutes and appoints Mogens C. Bay and Terry J.
McClain, or either of them, his true and lawful attorney-in-fact
and agent, with full power to act for him and in his name, place
and stead, in any and all capacities, to do any and all acts and
things and execute any and all instruments which said attorney
and agent may deem necessary or desirable to enable Valmont
Industries, Inc. to comply with the Securities Act of 1933, as
amended, and any rules regulations and requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration on Form S-8 under said Act of
800,000 shares of common stock of this corporation, which may be
offered for sale under the Valmont 1996 Stock Plan, including
specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of Valmont
Industries, Inc. and the name of the undersigned Director to the
registration statement, any amendments (including post-effective
amendments) thereto, and to any instruments and documents filed
as part of or in connection with said registration statement or
amendments thereto; and the undersigned hereby ratifies and
confirms all that said attorney and agent shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
power of attorney this 22nd day of April, 1996.
/s/ John E. Jones
_______________________________
John E. Jones, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of Valmont Industries, Inc., a Delaware corporation,
hereby constitutes and appoints Mogens C. Bay and Terry J.
McClain, or either of them, his true and lawful attorney-in-fact
and agent, with full power to act for him and in his name, place
and stead, in any and all capacities, to do any and all acts and
things and execute any and all instruments which said attorney
and agent may deem necessary or desirable to enable Valmont
Industries, Inc. to comply with the Securities Act of 1933, as
amended, and any rules regulations and requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration on Form S-8 under said Act of
800,000 shares of common stock of this corporation, which may be
offered for sale under the Valmont 1996 Stock Plan, including
specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of Valmont
Industries, Inc. and the name of the undersigned Director to the
registration statement, any amendments (including post-effective
amendments) thereto, and to any instruments and documents filed
as part of or in connection with said registration statement or
amendments thereto; and the undersigned hereby ratifies and
confirms all that said attorney and agent shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
power of attorney this 22nd day of April, 1996.
/s/ Thomas F. Madison
_______________________________
Thomas F. Madison, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of Valmont Industries, Inc., a Delaware corporation,
hereby constitutes and appoints Mogens C. Bay and Terry J.
McClain, or either of them, his true and lawful attorney-in-fact
and agent, with full power to act for him and in his name, place
and stead, in any and all capacities, to do any and all acts and
things and execute any and all instruments which said attorney
and agent may deem necessary or desirable to enable Valmont
Industries, Inc. to comply with the Securities Act of 1933, as
amended, and any rules regulations and requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration on Form S-8 under said Act of
800,000 shares of common stock of this corporation, which may be
offered for sale under the Valmont 1996 Stock Plan, including
specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of Valmont
Industries, Inc. and the name of the undersigned Director to the
registration statement, any amendments (including post-effective
amendments) thereto, and to any instruments and documents filed
as part of or in connection with said registration statement or
amendments thereto; and the undersigned hereby ratifies and
confirms all that said attorney and agent shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
power of attorney this 22nd day of April, 1996.
/s/ Walter Scott, Jr.
_______________________________
Walter Scott, Jr., Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of Valmont Industries, Inc., a Delaware corporation,
hereby constitutes and appoints Mogens C. Bay and Terry J.
McClain, or either of them, his true and lawful attorney-in-fact
and agent, with full power to act for him and in his name, place
and stead, in any and all capacities, to do any and all acts and
things and execute any and all instruments which said attorney
and agent may deem necessary or desirable to enable Valmont
Industries, Inc. to comply with the Securities Act of 1933, as
amended, and any rules regulations and requirements of the
Securities and Exchange Commission in respect thereof, in
connection with the registration on Form S-8 under said Act of
800,000 shares of common stock of this corporation, which may be
offered for sale under the Valmont 1996 Stock Plan, including
specifically, but without limiting the generality of the
foregoing, power and authority to sign the name of Valmont
Industries, Inc. and the name of the undersigned Director to the
registration statement, any amendments (including post-effective
amendments) thereto, and to any instruments and documents filed
as part of or in connection with said registration statement or
amendments thereto; and the undersigned hereby ratifies and
confirms all that said attorney and agent shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto signed this
power of attorney this 22nd day of April, 1996.
/s/ Robert G. Wallace
_______________________________
Robert G. Wallace, Director
