Form 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Amendment No. 1
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 1-4033
Vulcan Materials Company
(Exact name of registrant as specified in its charter)
New Jersey 63-0366371
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Metroplex Drive, Birmingham, Alabama 35209
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (205) 877-3000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock, $1 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or such shorter period that the
registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
The aggregate market value of the voting stock held by non-affiliates
of the registrant as of February 28, 1994:
Common Stock, $1 Par Value $1,784,219,068.88
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
Shares outstanding at
February 28, 1994
Common Stock, $1 Par Value 36,511,033
Documents Incorporated by Reference:
Portions of the registrant's Annual Report to Shareholders for the year
ended December 31, 1993, are incorporated by reference into Parts I, II
and IV.
Portions of the registrant's annual proxy statement for the annual
meeting of its shareholders to be held on May 23, 1994, which will be filed
within 120 days of the end of the fiscal year covered by this Report, are
incorporated by reference into Part III.
AMENDMENT NO. 1
As permitted by Rule 15d-21 under the Securities Exchange Act of 1934, the
undersigned registrant hereby amends its Annual Report for the fiscal year ended
December 31, 1993, on Form 10-K to add thereto the consents of its independent
certified accountant and the following items, financial statements, exhibits or
other portions of said Annual Report as set forth in the pages attached hereto:
(a) Financial statements required by Form 11-K with respect
to the Vulcan Materials Company Thrift Plan for Salaried Employees
for the fiscal year ended December 31, 1993, filed as Exhibit 25(a)
to the aforesaid Annual Report.
(b) Financial statements required by Form 11-K with respect
to the Vulcan Materials Company Construction Materials Divisions
Hourly Employees Savings Plan for the fiscal year ended December 31,
1993, filed as Exhibit 25(b) to the aforesaid Annual Report.
(c) Financial statements required by Form 11-K with respect
to the Vulcan Materials Company Chemicals Division Hourly
Employees Savings Plan for the fiscal year ended December 31, 1993,
filed as Exhibit 25(c) to the aforesaid Annual Report.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by
the undersigned, thereunto duly authorized.
VULCAN MATERIALS COMPANY
(Registrant)
By /s/ Daniel F. Sansone
Daniel F. Sansone
Vice President, Finance and Treasurer
DATE: June 28, 1994
(This document consists of sequentially
numbered pages; an index appears on Page 2 hereof.)
INDEX
The following Exhibits to the Vulcan Materials Company Annual Report
(Form 10-K) for the fiscal year ended December 31, 1993, are set forth herein,
at the pages indicated:
Exhibit 25(a): Tab 1
Financial statements required by Form 11-K with pp. 3-
respect to the Vulcan Materials Company Thrift Plan
for Salaried Employees for the fiscal year ended
December 31, 1993, and the independent certified
accountant's consent with respect thereto.
Exhibit 25(b): Tab 2
Financial statements required by Form 11-K with pp. -
respect to the Vulcan Materials Company Construction
Materials Divisions Hourly Employees Savings Plan for
the fiscal year ended December 31, 1993, and the
independent certified accountant's consent with respect
thereto.
Exhibit 25(c): Tab 3
Financial statements required by Form 11-K with pp. -
respect to the Vulcan Materials Company Chemicals
Division Hourly Employees Savings Plan for the
fiscal year ended December 31, 1993, and the independent
certified accountant's consent with respect thereto.
EXHIBIT 25(a)
TO FORM 10-K
ANNUAL REPORT
OF
VULCAN MATERIALS COMPANY
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FINANCIAL STATEMENTS REQUIRED BY FORM 11-K
WITH RESPECT TO THE VULCAN MATERIALS COMPANY THRIFT PLAN
FOR SALARIED EMPLOYEES FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1993, AND THE INDEPENDENT CERTIFIED
ACCOUNTANTS' CONSENT WITH RESPECT THERETO
FILED AS AN AMENDMENT TO THE VULCAN MATERIALS
COMPANY ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1993,
AS PERMITTED BY RULE 15d-21
UNDER THE SECURITIES EXCHANGE ACT OF 1934
VULCAN MATERIALS COMPANY
VULCAN MATERIALS COMPANY
THRIFT PLAN FOR SALARIED EMPLOYEES
FINANCIAL STATEMENTS FOR THE YEARS
ENDED DECEMBER 31, 1993 AND 1992, AND
INDEPENDENT AUDITORS' REPORT.
VULCAN MATERIALS COMPANY
THRIFT PLAN FOR SALARIED EMPLOYEES
Table of Contents
Page
Independent Auditors' Report
Financial Statements of the Vulcan Materials Company
Thrift Plan for Salaried Employees:
Statements of Net Assets Available for Benefits:
December 31, 1993
December 31, 1992
Statements of Changes in Net Assets Available for Benefits:
December 31, 1993
December 31, 1992
Notes to Financial Statements
Independent Auditors' Consent
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee of Vulcan Materials Company
Thrift Plan for Salaried Employees:
We have audited the accompanying statements of net assets available for
benefits of the Vulcan Materials Company Thrift Plan for Salaried Employees as
of December 31, 1993 and 1992, and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. 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 the 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 management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31,
1993 and 1992, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information by fund
is presented for the purpose of additional analysis of the basic financial
statements rather than to present information regarding the net assets
available for benefits and changes in net assets available for benefits of the
individual funds, and is not a required part of the basic financial
statements. This supplemental information is the responsibility of the Plan's
management. Such supplemental information by fund has been subjected to the
auditing procedures applied in our audits of the basic financial statements
and, in our opinion, is fairly stated in all material respects when considered
in relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche
Birmingham, Alabama
June 15, 1994
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 33-24051 of Vulcan Materials Company on Form S-8 of our reports dated
February 4, 1994 and June 15, 1994, appearing in the Annual Report on Form
10-K of Vulcan Materials Company for the year ended December 31, 1993 and in
the Annual Report on Form 11-K of the Vulcan Materials Company Thrift Plan for
the year ended December 31, 1993, respectively. We also consent to the
reference to us under the heading "Experts" in the Registration Statement.
/s/ Deloitte & Touche
Birmingham, Alabama
June 24, 1994
<TABLE>
<CAPTION>
VULCAN MATERIALS COMPANY
THRIFT PLAN FOR SALARIED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993
Supplemental Information By Fund
Fund Holding Principally
Short-Term Growth and Vulcan
Money Market Intermediate- Large Small Materials
Investments Term Companies Companies International Company
and Loans to Fixed Income Common Common Equity Common
Total Participants Investments Stocks Stocks Instruments Stock
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS (Cost of
$64,717,511)
(Notes 1, 4 and 5):
Common stock of Vulcan
Materials Company $105,843,984 $105,843,984
Units in commingled
funds (including net
transfers in process
between funds) 45,066,091 $14,690,088 $5,594,799 $11,061,904 $11,970,328 $2,623,823 (874,851)
Loans to participants
(Note 2) 2,274,600 2,274,600
Total investments 153,184,675 16,964,688 5,594,799 11,061,904 11,970,328 2,623,823 104,969,133
RECEIVABLE FROM VULCAN
MATERIALS COMPANY:
Employer contributions 192,397 192,397
Employee contributions 485,080 33,964 12,111 49,816 69,621 17,916 301,652
Total receivable 677,477 33,964 12,111 49,816 69,621 17,916 494,049
NET ASSETS AVAILABLE
FOR BENEFITS $153,862,152 $16,998,652 $5,606,910 $11,111,720 $12,039,949 $2,641,739 $105,463,182
<FN>
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
VULCAN MATERIALS COMPANY
THRIFT PLAN FOR SALARIED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1992
Supplemental Information By Fund
Fund Holding Principally
Short-Term Growth and Vulcan
Money Market Intermediate- Large Small Materials
Investments Term Companies Companies International Company
and Loans to Fixed Income Common Common Equity Common
Total Participants Investments Stocks Stocks Instruments Stock
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS (Cost of
$60,621,332)
(Notes 1, 4 and 5):
Common stock of Vulcan
Materials Company $107,126,435 $107,126,435
Units in commingled
funds (including net
transfers in process
between funds) 43,071,786 $15,137,502 $5,770,632 $8,560,323 $12,427,215 $619,006 557,108
Loans to participants
(Note 2) 2,115,051 2,115,051
Total investments 152,313,272 17,252,553 5,770,632 8,560,323 12,427,215 619,006 107,683,543
RECEIVABLE FROM VULCAN
MATERIALS COMPANY:
Employer contributions 180,459 180,459
Employee contributions 451,600 39,433 14,057 43,162 69,219 7,717 278,012
Total receivable 632,059 39,433 14,057 43,162 69,219 7,717 458,471
NET ASSETS AVAILABLE
FOR BENEFITS $152,945,331 $17,291,986 $5,784,689 $8,603,485 $12,496,434 $626,723 $108,142,014
<FN>
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
VULCAN MATERIALS COMPANY
THRIFT PLAN FOR SALARIED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
Supplemental Information By Fund
Fund Holding Principally
Short-Term Growth and Vulcan
Money Market Intermediate- Large Small Materials
Investments Term Companies Companies International Company
and Loans to Fixed Income Common Common Equity Common
Total Participants Investments Stocks Stocks Instruments Stock
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME (LOSS):
Interest, net $670,771 $610,035 $2,538 $1,752 $20,354 $4,744 $31,348
Dividends 2,815,733 2,815,733
Net investment gains
(losses):
Realized (Note 3) 2,084,861 244,129 117,482 834,031 (7,119) 896,338
Unrealized (Note 4) (3,224,776) 155,696 1,447,415 (259,834) 283,678 (4,851,731)
Net investment income (loss) 2,346,589 610,035 402,363 1,566,649 594,551 281,303 (1,108,312)
CONTRIBUTIONS (Note 2):
Participants 6,101,372 481,218 207,203 630,598 939,400 131,479 3,711,474
Vulcan Materials Company 2,369,763 2,369,763
Total contributions 8,471,135 481,218 207,203 630,598 939,400 131,479 6,081,237
REDISTRIBUTION OF PARTICIPANTS'
INVESTMENT OPTION 2,031,402 (113,423) 627,035 (1,402,350) 1,658,604 (2,801,268)
TOTAL ADDITIONS 10,817,724 3,122,655 496,143 2,824,282 131,601 2,071,386 2,171,657
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
WITHDRAWALS BY PARTICIPANTS
(Note 2):
Cash 9,586,285 3,415,989 673,922 316,047 588,086 56,370 4,535,871
Common stock of Vulcan
Materials Company 314,618 314,618
Total withdrawals 9,900,903 3,415,989 673,922 316,047 588,086 56,370 4,850,489
NET INCREASE (DECREASE) 916,821 (293,334) (177,779) 2,508,235 (456,485) 2,015,016 (2,678,832)
NET ASSETS AVAILABLE
FOR BENEFITS:
BEGINNING OF YEAR 152,945,331 17,291,986 5,784,689 8,603,485 12,496,434 626,723 108,142,014
END OF YEAR $153,862,152 $16,998,652 $5,606,910 $11,111,720 $12,039,949 $2,641,739 $105,463,182
<FN>
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
VULCAN MATERIALS COMPANY
THRIFT PLAN FOR SALARIED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1992
Supplemental Information By Fund
Fund Holding Principally
Short-Term Growth and Vulcan
Money Market Intermediate- Large Small Materials
Investments Term Companies Companies International Company
and Loans to Fixed Income Common Common Equity Common
Total Participants Investments Stocks Stocks Instruments Stock
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME (LOSS):
Interest, net $728,607 $720,576 $5,783 $30 ($12,512) $985 $13,745
Dividends 2,680,891 2,680,891
Net investment gains
(losses):
Realized (Note 3) 2,900,464 136,082 113,126 868,960 (14,989) 1,797,285
Unrealized (Note 4) 25,916,392 249,777 1,172,025 523,686 (38,602) 24,009,506
Net investment
income (loss) 32,226,354 720,576 391,642 1,285,181 1,380,134 (52,606) 28,501,427
CONTRIBUTIONS (Note 2):
Participants 5,553,263 480,016 177,779 530,606 885,644 95,570 3,383,648
Vulcan Materials Company 2,199,928 2,199,928
Total contributions 7,753,191 480,016 177,779 530,606 885,644 95,570 5,583,576
REDISTRIBUTION OF PARTICIPANTS'
INVESTMENT OPTION 3,084,240 335,706 775,323 (825,407) (8,833) (3,361,029)
TOTAL ADDITIONS 39,979,545 4,284,832 905,127 2,591,110 1,440,371 34,131 30,723,974
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
WITHDRAWALS BY PARTICIPANTS
(Note 2):
Cash 9,919,756 1,958,244 1,543,677 499,856 735,923 90,686 5,091,370
Common stock of Vulcan
Materials Company 536,090 536,090
Total withdrawals 10,455,846 1,958,244 1,543,677 499,856 735,923 90,686 5,627,460
NET INCREASE (DECREASE) 29,523,699 2,326,588 (638,550) 2,091,254 704,448 (56,555) 25,096,514
NET ASSETS AVAILABLE
FOR BENEFITS:
BEGINNING OF YEAR 123,421,632 14,965,398 6,423,239 6,512,231 11,791,986 683,278 83,045,500
END OF YEAR $152,945,331 $17,291,986 $5,784,689 $8,603,485 $12,496,434 $626,723 $108,142,014
<FN>
See notes to financial statements.
</TABLE>
VULCAN MATERIALS COMPANY
THRIFT PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General - The financial statements of the Vulcan Materials Company Thrift Plan
for Salaried Employees ("Plan") have been prepared on the accrual basis of
accounting. Investments are reported at market value. All assets of the Plan
are held by the Northern Trust Company of Chicago, Illinois ("Trustee").
Valuation of Investments - All investments in securities are traded on
national and over-the-counter exchanges and are valued at the closing bid
price of the security as of the last day of the year. Loans to participants
are valued at cost plus accrued interest. The average cost of securities sold
or distributed is used to determine net investment gains (losses) realized.
Security transactions are recorded on the trade date. Distributions of common
stock, if any, to participants are recorded at the market value of such stock
at the end of the month prior to distribution. Vulcan Materials Company
("Company") pays the administrative costs of the Plan, including the trustee's
fees and charges. Investment manager fees are netted against Plan investment
income. Expenses incurred in connection with the transfer of securities, such
as brokerage commissions and transfer taxes, are added to the cost of such
securities or deducted from the proceeds thereof.
Benefits Payable - In 1993, the Plan changed its method of accounting for
benefits payable to comply with the 1993 AICPA Audit and Accounting Guide,
"Audits of Employee Benefit Plans." The new guidance requires that benefits
payable to persons who have withdrawn from participation in a defined
contribution plan be disclosed in the footnotes to the financial statements
rather than be recorded as a liability of the Plan. Such amounts as of
December 31, 1992 have been reclassified to net assets available for benefits.
As of December 31, 1993 and 1992, benefits of $871,585 and $307,530,
respectively, were due to participants who have elected to receive a
distribution from the Plan.
2. DESCRIPTION OF THE PLAN
General - The Plan, established effective January 1, 1965 and restated
August 1, 1988, provides for accumulation of savings, including ownership of
common stock of the Company, for salaried employees of the Company and its
participating subsidiaries, Wanatah Trucking Co., Inc., Vulcan Gulf Coast
Materials, Inc., Reed Crushed Stone Company, Inc., Reed Terminal Company, Inc.
and BRT Transfer Terminal, Inc. (the "Participating Companies") through
voluntary payroll deductions and contributions by the Participating
Companies.
Participation and Vesting - Generally, salaried employees qualify to
participate upon completion of one year of employment service. Participants
are fully vested at all times.
The number of participants in the Plan at December 31, 1993 and 1992 was
as follows:
1993 1992
Total participants 2,123 2,077
Participants included in the above total who are
no longer employed by the Participating Companies,
but who have vested benefits under the Plan 228 194
Funding - The Plan is funded through contributions by participants and the
Participating Companies. The Plan provides for two types of employee
contributions to the Plan; pay conversion contributions (pre-tax) and
after-tax contributions. An employee may designate multiples of 1%, ranging
from 1% to 14%, of earnings as either pay conversion contributions, after-tax
contributions, or any combination of the two.
Participating Companies expect to make matching contributions out of
accumulated earnings and profits to match that portion of an employee's
contribution (whether pre-tax, after-tax or both) amounting up to 4% of the
employee's earnings. Pay conversion contributions, which are subject to
annual increases pursuant to federal regulations, are limited to a maximum
dollar amount of $8,994 (1993) and $8,728 (1992). Certain additional limits
may be imposed on the amount of contributions by or on behalf of certain
higher-paid employees.
Matching contributions by Participating Companies are determined by their
boards of directors and normally range from 25% to 100% depending on a
participant's completed years of matching service. Matching contributions
will not be made with respect to that portion of an employee's contributions
in excess of 4% of his earnings.
Investment Options - Participant's contributions are invested in six separate
investment funds (see Note 5) of the Plan in proportions elected by the
participant. The Participating Companies' matching contributions are invested
in the fund which consists primarily of common stock of the Company.
Participant Accounts and Allocations - Each participant has a separate account
maintained for each investment option and source of funds. For each
investment account a final balance will be determined as of the end of each
calendar month. The final balance is equal to the preliminary month end
balance (as defined in the Plan) multiplied by the ratio of the market value
of the assets held in that particular investment fund as of the end of the
calendar month to the total of the preliminary month end balances of all
investment accounts in such investment fund as of the end of the same month.
Distributions and Withdrawals - Upon termination of employment, disability (as
defined in the Plan) or death, a participant or his beneficiary is entitled to
his entire account. Distributions are made in cash, except that the portion
invested in common stock of the Company may be distributed in whole shares of
such stock, if requested by the participant or beneficiary. An employee
terminating after January 1, 1983 can maintain his account in the Plan until
age 70-1/2 if the value of such account exceeds $3,500.
A participant may make an in-service withdrawal. If an after-tax withdrawal
exceeds the amount of after-tax contributions made by the participant prior to
January 1, 1987, or if it is the second after-tax withdrawal within twelve
months, all contributions to the participant's accounts must be suspended for
at least three months. If a participant makes any "hardship" withdrawal (as
defined in the Plan) from the pay conversion account, all contributions to the
participant's accounts must be suspended for at least twelve months. If the
participant withdraws any of his matching contributions account, all
contributions to the participant's account must be suspended for at least six
months.
Subject to the restrictions described in the preceding paragraph, a
participant may withdraw any amount up to the value of his entire account;
provided, however, that (1) no portion of an actively employed participant's
pay conversion contribution account may be distributed to him before age
59-1/2 unless the administrative committee approves a "hardship" withdrawal
(as defined in the Plan) and (2) the preceding twenty-four months of matching
contributions may not be withdrawn by an actively employed participant who has
not been a participant in the Plan for at least 60 months.
Loans - A participant may apply for a loan at any time provided that the
aggregate value of his pay conversion contribution account, after-tax
contribution account and transfer contribution account invested in Fund 1 (see
Note 5) is at least equal to the proposed loan plus any existing loan. The
amount of the loan cannot exceed the lesser of 50% of the participant's total
account or $50,000. If a loan is made, the participant shall execute a note
payable to the Trustee in the amount of the loan and bearing interest at the
prime interest rate plus 1%. During 1993 and 1992, the average rate of
interest on loans approximated 7.3% and 8.6%, respectively. Such note shall
be held as an investment by the Trustee as part of that portion of the fund
invested in fixed income securities. Loans must be repaid in 36 monthly
installments through payroll deductions. Interest income on such loans
aggregated $162,570 in 1993 and $159,873 in 1992.
Plan Termination - In the event it becomes necessary to terminate the Plan,
participants will receive a distribution of the amounts held for their
accounts.
3. NET REALIZED INVESTMENT GAINS (LOSSES)
<TABLE>
<CAPTION>
Aggregate Aggregate Net Realized
1993 Cost Proceeds Gain (Loss)
<S> <C> <C> <C>
Fund holding principally intermediate-
term fixed income investments $1,594,047 $1,838,176 $244,129
Funds holding principally common stock 1,415,995 2,367,508 951,513
Commingled funds holding principally
international equity instruments 78,385 71,266 (7,119)
Fund holding principally Vulcan
Materials Company common stock 316,713 1,213,051 896,338
Total $3,405,140 $5,490,001 $2,084,861
1992
Fund holding principally intermediate-
term fixed income investments $1,986,714 $2,122,796 $136,082
Funds holding principally common stock 1,731,715 2,713,801 982,086
Commingled funds holding principally
international equity instruments 167,217 152,228 (14,989)
Fund holding principally Vulcan
Materials Company common stock 764,167 2,561,452 1,797,285
Total $4,649,813 $7,550,277 $2,900,464
</TABLE>
4. INVESTMENTS
The Plan's investment assets consist of an interest in one of the investment
accounts of the Vulcan Materials Company Master Trust ("Master Trust")
administered by Northern Trust Company. Use of the Master Trust permits the
commingling of investment assets of a number of employee benefit plans of the
Participating Companies. Although the assets are commingled, the Company
maintains supporting records for the purpose of allocating the investment
assets and the related net earnings to the various participating employee
benefit plans.
The investment accounts of the Master Trust at December 31, 1993 and 1992 are
summarized as follows:
1993 1992
Pension Investment Account $270,465,591 $248,841,858
Thrift Plan Investment Account 153,862,152 152,945,331
Chemicals Savings Account 16,135,387 14,600,590
Construction Savings Account 8,160,414 6,869,461
Net Assets $448,623,544 $423,257,240
The net assets of the Master Trust at December 31, 1993 and 1992 are
summarized as follows:
1993 1992
Commingled fund holding principally
short-term fixed income investments
and loans to participants $18,678,781 $18,906,750
Guaranteed investment contracts 19,803,668 17,783,818
Fund holding principally real estate
investments 12,044,398 15,171,552
Fund holding principally intermediate-
term fixed income investments 57,877,310 41,202,434
Funds holding principally common stock 157,489,866 172,504,398
Commingled funds holding principally
international equity instruments 73,558,068 47,716,502
Fund holding principally Vulcan
Materials Company common stock 109,171,453 109,971,786
Net assets $448,623,544 $423,257,240
The total investment income by type of the Master Trust at December 31, 1993
and 1992 are summarized as follows:
1993 1992
Interest, net $1,897,072 $2,112,527
Dividends 2,898,022 2,732,726
Other 69,745 60,668
Net investment gains:
Realized 24,636,203 9,181,194
Unrealized 5,391,112 35,673,442
$34,892,154 $49,760,557
Investments held by the Plan at December 31, 1993 and 1992 and changes in
unrealized appreciation of investments for the years then ended are
summarized below:
<TABLE>
<CAPTION>
Market Appreciation
Cost Value (Depreciation)
<S> <C> <C> <C>
Totals at December 31, 1992 $60,621,332 $152,313,272 $91,691,940
Totals at December 31, 1993:
Loans to Participants 2,260,946 2,274,600
Managed Funds:
442,817 units - fixed income funds 4,662,279 5,373,319
69,767 units - common stock funds 13,330,017 22,899,048
120,449 units - international equity
instruments 1,292,109 1,513,283
$15,239,882 par - money market investments 15,239,882 15,280,441
2,258,005 shares of Vulcan Materials
Company common stock 27,878,065 105,843,984
Accrued interest and dividends (included
in market values) 54,213
Total 64,717,511 153,184,675 88,467,164
Net change in 1993 $4,096,179 $871,403 ($3,224,776)
</TABLE>
<TABLE>
<CAPTION>
Market
Cost Value Appreciation
<S> <C> <C> <C>
Totals at December 31, 1991: $57,549,258 $123,324,806 $65,775,548
Totals at December 31, 1992:
Loans to Participants 2,101,361 2,115,051
Managed Funds:
501,637 units - fixed income funds 5,120,523 5,675,867
69,779 units - common stock funds 12,639,332 21,020,782
71,156 units - international equity
instruments 709,798 647,295
$15,680,746 par - money market investments 15,680,746 15,727,842
2,220,237 shares of Vulcan Materials
Company common stock 24,308,786 107,126,435
Accrued interest and dividends (included
in market values) 60,786
Total 60,621,332 152,313,272 91,691,940
Net change in 1992 $3,072,074 $28,988,466 $25,916,392
</TABLE>
5. INVESTMENT PROGRAM
A listing of the investment options and the number of participants electing
each option is shown below:
As of
December 31,
1993 1992
(1) A commingled fund invested in short-term fixed
income investments with its primary objective
being the preservation of principal and loans 76 72
to participants;
(2) A managed fund invested in intermediate-term fixed
income investments with its primary objective
being to provide an above-average rate of return; 5 3
(3) A managed fund invested primarily in common stocks
of large companies; 5 2
(4) A managed fund invested primarily in growth stocks
and small company stocks; 16 18
(5) A commingled fund invested primarily in
international equity instruments; 1 0
(6) Common stock of Vulcan Materials Company; or 587 617
Any combination of (1), (2), (3), (4), (5), (6). 1,433 1,365
All contributions of Participating Companies are invested in the fund which
consists primarily of the Company's common stock, except that retired
employees over age 55, disabled employees or active employees over age 59 1/2
may transfer Company matching funds to the other investment funds. With
respect to investment alternatives (1) the short-term money market fund, (2)
the intermediate-term fixed income fund, (3) the large companies stock fund,
(4) the growth stock fund and the small companies stock fund, and (5) the
international equity fund, investment managers have been appointed whose duty
it is to advise the Trustee as to particular investments to be made. As of
December 31, 1993, the investment managers were as follows:
(1) Money market fund The Northern Trust Company
50 South LaSalle Street
Chicago, IL 60675
(2) Intermediate-term fixed MacKay-Shields Financial Corporation
income fund 9 West 57th Street
New York, NY 10019
(3) Large companies stock fund Trinity Investment
Management Corporation
Ten Tremont Street
Boston, MA 02108
(4) Common stock funds The Chicago Corporation
(i) Growth stock 208 South LaSalle Street
Chicago, IL 60604
(ii) Small companies stock Nicholas Company, Inc.
312 East Wisconsin Avenue
Milwaukee, WI 53202
(5) International equity fund
(i) Hedged fund Bankers Trust Company
P.O. Box 318
New York, NY 10008
(ii) Non-hedged fund State Street Bank
225 Franklin Street
Boston, MA 02110
6. PLAN TRANSFERS
During 1993, the Plan accepted rollover contributions from a group of
employees from an acquired company. With Administrative Committee approval,
salaried employees of Thrift Brothers, Inc. were allowed at their election, to
rollover assets distributed from their terminated thrift plans into the Plan.
The rollovers totaled $108,350.
7. TAX STATUS
The Plan obtained its latest determination letter on October 30, 1990, which
the Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code. The
Plan has been amended since receiving the determination letter. However, the
Plan administrator and the Plan's tax counsel believe that the Plan is
currently designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, no provision for income
taxes has been included in the Plan's financial statements.
EXHIBIT 25(b)
TO FORM 10-K
ANNUAL REPORT
OF
VULCAN MATERIALS COMPANY
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FINANCIAL STATEMENTS REQUIRED BY FORM 11-K WITH
RESPECT TO THE VULCAN MATERIALS COMPANY CONSTRUCTION
MATERIALS DIVISIONS HOURLY EMPLOYEES SAVINGS PLAN FOR
THE FISCAL YEAR ENDED DECEMBER 31, 1993, AND THE INDEPENDENT
CERTIFIED ACCOUNTANTS' CONSENT WITH RESPECT THERETO
FILED AS AN AMENDMENT TO THE VULCAN MATERIALS
COMPANY ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1993,
AS PERMITTED BY RULE 15d-21
UNDER THE SECURITIES EXCHANGE ACT OF 1934
VULCAN MATERIALS COMPANY
VULCAN MATERIALS COMPANY
CONSTRUCTION MATERIALS DIVISIONS
HOURLY EMPLOYEES SAVINGS PLAN
FINANCIAL STATEMENTS FOR THE YEARS
ENDED DECEMBER 31, 1993 AND 1992, AND
INDEPENDENT AUDITORS' REPORT.
VULCAN MATERIALS COMPANY
CONSTRUCTION MATERIALS DIVISIONS
HOURLY EMPLOYEES SAVINGS PLAN
Table of Contents
Page
Independent Auditors' Report
Financial Statements of the Vulcan Materials Company
Construction Materials Divisions Hourly Employees
Savings Plan:
Statements of Net Assets Available for Benefits
as of December 31, 1993 and 1992
Statements of Changes in Net Assets Available
for Benefits for the Years Ended
December 31, 1993 and 1992
Notes to Financial Statements
Independent Auditors' Consent
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee of Vulcan Materials Company
Construction Materials Divisions Hourly Employees Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of the Vulcan Materials Company Construction Materials Divisions
Hourly Employees Savings Plan as of December 31, 1993 and 1992, and the
related statements of changes in net assets available for benefits for the
years then ended. These financial statements are the responsibility of the
Plan's management. 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 the 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 management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31,
1993 and 1992, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information by fund
is presented for the purpose of additional analysis of the basic financial
statements rather than to present information regarding the net assets
available for benefits and changes in net assets available for benefits of the
individual funds, and is not a required part of the basic financial
statements. This supplemental information is the responsibility of the Plan's
management. Such supplemental information by fund has been subjected to the
auditing procedures applied in our audits of the basic financial statements
and, in our opinion, is fairly stated in all material respects when considered
in relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche
Birmingham, Alabama
June 15, 1994
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 33-24051 of Vulcan Materials Company on Form S-8 of our reports dated
February 4, 1994 and June 15, 1994, appearing in the Annual Report on Form
10-K of Vulcan Materials Company for the year ended December 31, 1993 and
in the Annual Report on Form 11-K of the Vulcan Materials Company
Construction Materials Divisions Hourly Employees Savings Plan for the year
ended December 31, 1993, respectively. We also consent to the reference to
us under the heading "Experts" in the Registration Statement.
/s/ Deloitte & Touche
Birmingham, Alabama
June 24, 1994
<TABLE>
<CAPTION>
VULCAN MATERIALS COMPANY
CONSTRUCTION MATERIALS DIVISIONS HOURLY EMPLOYEES SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993 AND 1992
1993 1992
Supplemental Information by Fund Supplemental Information by Fund
Vulcan Vulcan
Large Materials Large Materials
Guaranteed Companies Company Guaranteed Companies Company
Investment Common Common Investment Common Common
Total Contracts Stock Stock Total Contracts Stock Stock
ASSETS:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS [Cost of $7,820,483
(1993) and $6,547,388 (1992)]
(Notes 1, 3 & 5):
Collective short-term investment $24,691 $22,725 $948 $1,018 $15,722 $15,661 $4 $57
Guaranteed investment
contracts 6,683,740 6,683,740 5,755,856 5,755,856
Commingled funds holding
principally common stock 224,756 224,756 149,481 149,481
Fund holding principally
Vulcan Materials Company
common stock 1,057,500 1,057,500 786,523 786,523
Total investments 7,990,687 6,706,465 225,704 1,058,518 6,707,582 5,771,517 149,485 786,580
RECEIVABLE FROM VULCAN
MATERIALS COMPANY:
Employer contributions 35,655 35,655 34,479 34,479
Employee contributions 134,072 92,472 5,788 35,812 127,400 93,409 5,117 28,874
Total receivable 169,727 128,127 5,788 35,812 161,879 127,888 5,117 28,874
TOTAL ASSETS 8,160,414 6,834,592 231,492 1,094,330 6,869,461 5,899,405 154,602 815,454
TRANSFERS IN PROCESS (601) 601 (14,428) 1,998 12,430
NET ASSETS AVAILABLE
FOR BENEFITS $8,160,414 $6,834,592 $230,891 $1,094,931 $6,869,461 $5,884,977 $156,600 $827,884
<FN>
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
VULCAN MATERIALS COMPANY
CONSTRUCTION MATERIALS DIVISIONS HOURLY EMPLOYEES SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
1993 1992
Supplemental Information by Fund Supplemental Information by Fund
Vulcan Vulcan
Large Materials Large Materials
Guaranteed Companies Company Guaranteed Companies Company
Investment Common Common Investment Common Common
Total Contracts Stock Stock Total Contracts Stock Stock
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
INVESTMENT INCOME (LOSS):
Interest $404,902 $404,032 $93 $777 $431,796 $430,984 $173 $639
Dividends 24,359 24,359 16,517 16,517
Net investment gains (losses):
Realized 664 664 1,087 1,087
Unrealized (Note 4) 10,010 31,239 (21,229) 190,947 20,774 170,173
Net investment income 439,935 404,032 31,996 3,907 640,347 430,984 22,034 187,329
CONTRIBUTIONS (Note 2):
Participants 1,394,709 980,516 57,824 356,369 1,326,654 989,942 53,829 282,883
Vulcan Materials Company 370,925 370,925 374,267 374,267
Total contributions 1,765,634 1,351,441 57,824 356,369 1,700,921 1,364,209 53,829 282,883
REDISTRIBUTION OF PARTICIPANTS'
INVESTMENT OPTION UNDER THE PLAN (62,926) 5,737 57,189 (46,773) 10,706 36,067
TRANSFERS FROM OTHER PLANS (Note 6) 9,264 7,388 938 938 32,169 20,000 12,169
TOTAL ADDITIONS 2,214,833 1,699,935 96,495 418,403 2,373,437 1,768,420 98,738 506,279
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
WITHDRAWALS BY PARTICIPANTS (Note 2) (923,880) (750,320) (22,204) (151,356) (1,137,049) (983,599) (35,340) (118,110)
NET INCREASE 1,290,953 949,615 74,291 267,047 1,236,388 784,821 63,398 388,169
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR 6,869,461 5,884,977 156,600 827,884 5,633,073 5,100,156 93,202 439,715
END OF YEAR $8,160,414 $6,834,592 $230,891 $1,094,931 $6,869,461 $5,884,977 $156,600 $827,884
<FN>
See notes to financial statements.
</TABLE>
VULCAN MATERIALS COMPANY
CONSTRUCTION MATERIALS DIVISIONS
HOURLY EMPLOYEES SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General - The financial statements of the Vulcan Materials Company
Construction Materials Divisions Hourly Employees Savings Plan ("Plan") have
been prepared on the accrual basis of accounting. All assets of the
Plan are held by The Northern Trust Company, Chicago, Illinois ("Trustee").
Vulcan Materials Company ("Company") pays the administrative costs of the
Plan, including the trustee's fees and charges.
Valuation of Investments - Investments other than guaranteed investment
contracts are reported at market value. Investments in securities traded on
national and over-the-counter exchanges are valued at the closing bid price of
the security as of the last day of the year. Guaranteed investment contracts
are reported at their contract value, which is cost increased by interest
earned. The average cost of securities sold or distributed is used to
determine net investment gains (losses) realized. Security transactions are
recorded on the trade date. Distributions of common stock, if any, to
participants are recorded at the market value of such stock at the end of the
month prior to distribution.
Benefits Payable - In 1993, the Plan changed its method of accounting for
benefits payable to comply with the 1993 AICPA Audit and Accounting Guide,
"Audits of Employee Benefit Plans." The new guidance requires that benefits
payable to persons who have withdrawn from participation in a defined
contribution plan be disclosed in the footnotes to the financial statements
rather than be recorded as a liability of the Plan. Such amounts as of
December 31, 1992 have been reclassified to net assets available for benefits.
As of December 31, 1993 and 1992, benefits of $144,667 and $66,164,
respectively, were due to participants who had elected to receive a
distribution from the Plan.
2. DESCRIPTION OF THE PLAN
General - The Plan, established October 1, 1983 and restated as of May 1,
1991, is a defined contribution employee benefit plan covering all hourly
employees of the Company's Southeast, Mideast, Midsouth and Southwest
Divisions, as well as all non-union hourly employees of the Company's Southern
and Midwest Divisions and its wholly-owned subsidiaries, Vulcan Gulf Coast
Materials, Wanatah Trucking Co., Inc., Reed Crushed Stone, Reed Terminal
Company, Inc. and BRT Transfer Terminal, Inc., (the "Participating
Companies").
Participation and Vesting - Generally, hourly employees qualify to participate
upon completion of one year of employment service. Participants are fully
vested at all times.
The number of participants in the Plan at December 31, 1993 and 1992 was
as follows:
1993 1992
Total participants 1,831 1,869
Participants included in the above total who have
transferred to a bargaining unit not covered by
the Plan, or are no longer employed by the Company,
but who have vested benefits under the Plan 60 162
Funding - The Plan is funded through participants' and Company contributions.
A participant may make weekly matched contributions, in multiples of $1,
subject to a $5 minimum and $15 maximum. For participants with less than ten
years of employment service, Company contributions equal 25% of participants'
matched contributions. For participants with ten or more years of service,
Company contributions equal 50% of participants' matched contributions. In
addition to the matched contributions, participants may make weekly unmatched
contributions in multiples of $1 subject to a $1 minimum and $10 maximum.
Allocation and Determination of Accounts - Separate accounts are maintained
for each participant for matched, unmatched, Company contributions and
accumulated earnings on each. Additionally, subaccounts are maintained for
matched and unmatched accounts for the portion of each account that is
attributable to pre-tax contributions and the portion attributable to
after-tax contributions. Monthly net earnings are allocated to each
participant's account in the ratio of the participant's account balance to
total participants' account balances.
Distributions and Withdrawals - A participant's total account is distributed
upon retirement, disability, death or termination of employment unless the
account value is greater than $3,500, in which case the participant may defer
until age 70-1/2. Prior to a termination of employment, participants may make
partial withdrawals or may withdraw their total account, except that if a
participant has not maintained a participant contribution account for the 60
months immediately preceding the voluntary withdrawal, no Company
contributions which have been on deposit less than 24 months will be
distributed until 24 months after the earlier of the employee's withdrawal
date or the employee's termination of employment. In addition, any in-
service distribution from a participant's pre-tax contributions must meet the
requirements of a "hardship withdrawal," as set forth in the Plan document.
Investments - Participants' contributions are invested in three separate
investment funds (see Note 5) of the Plan in proportions elected by the
participant. The Company's matching contributions are invested in the fund
which invests primarily in guaranteed investment contracts.
Plan Termination - In the event it becomes necessary to terminate the Plan,
participants will receive a distribution of the amounts held for their
accounts.
3. INVESTMENTS
The Plan's investment assets consist of an interest in one of the investment
accounts of the Vulcan Materials Company Master Trust ("Master Trust")
administered by Northern Trust Company. Use of the Master Trust permits the
commingling of investment assets of a number of employee benefit plans of the
Participating Companies. Although the assets are commingled, the Company
maintains supporting records for the purpose of allocating the investment
assets and the related net earnings to the various participating employee
benefit plans.
The investment accounts of the Master Trust at December 31, 1993 and 1992 are
summarized as follows:
1993 1992
Pension Investment Account $270,465,591 $248,841,858
Thrift Plan Investment Account 153,862,152 152,945,331
Chemicals Savings Account 16,135,387 14,600,590
Construction Savings Account 8,160,414 6,869,461
Net assets $448,623,544 $423,257,240
The net assets of the Master Trust at December 31, 1993 and 1992 are
summarized as follows:
1993 1992
Commingled fund holding principally
short-term fixed income investments,
and loans to participants $18,678,781 $18,906,750
Guaranteed investment contracts 19,803,668 17,783,818
Fund holding principally real estate
investments 12,044,398 15,171,552
Fund holding principally intermediate-
term fixed income investments 57,877,310 41,202,434
Commingled funds holding principally
common stock 157,489,866 172,504,398
Commingled funds holding principally
international equity instruments 73,558,068 47,716,502
Fund holding principally Vulcan Materials
Company common stock 109,171,453 109,971,786
Net assets $448,623,544 $423,257,240
The total investment income by type of the Master Trust at December 31, 1993
and 1992 are summarized as follows:
1993 1992
Interest, net $1,897,072 $2,112,527
Dividends 2,898,022 2,732,726
Other 69,745 60,668
Net investment gains:
Realized 24,636,203 9,181,194
Unrealized 5,391,112 35,673,442
$34,892,154 $49,760,557
Investments held by the Plan at December 31, 1993 and 1992 respectively, are
as follows:
1993 1992
Collective short-term investments
(cost and market) $24,691 $15,722
<TABLE>
<CAPTION>
Guaranteed investment contracts (at contract value):
Insurance Contract Guaranteed Contract Value
Company Year Rate* Maturity Dates 1993 1992
<S> <C> <C> <C> <C> <C>
Metropolitan Life 1990 9.33% May 1, 1993 $1,882,865
Metropolitan Life 1991 6.09%** May 1, annually $6,683,740 3,872,991
Total $6,683,740 $5,755,856
<FN>
* Rates are net of insurance company charges.
** Interest rate was 8.22% from January 1 - April 30, 1992, 7.43% from
May 1, 1992 - April 30, 1993, and 6.09% from May 1 - December 31, 1993.
Upon maturity, the Company renegotiates new terms on these contracts.
</TABLE>
<TABLE>
<CAPTION>
Commingled funds:
1993 1992
Cost Market Cost Market
<S> <C> <C> <C> <C>
Commingled funds holding principally
common stock - 791.30 shares
(1993) and 622.24 shares (1992) $165,588 $224,756 $121,552 $149,481
Fund holding principally Vulcan
Materials Company common
stock - 22,560 shares (1993)
and 16,301 shares (1992) $946,464 $1,057,500 $654,258 $786,523
</TABLE>
4. CHANGES IN UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS
Investments held by the Plan at December 31, 1993 and 1992 and changes in
unrealized appreciation (depreciation) of investments for the years then ended
are summarized below:
<TABLE>
<CAPTION>
Current
Market or Year Prior Years
Contract Cumulative Appreciation Appreciation
Cost Value Appreciation (Depreciation) (Depreciation)
<S> <C> <C> <C> <C> <C>
December 31, 1993:
Collective short-term
investments $24,691 $24,691
Guaranteed investment
contracts 6,683,740 6,683,740
Commingled funds
holding principally
Common stock 165,588 224,756 $59,168 $31,239 $27,929
Fund holding principally
Vulcan Materials
Company common
stock 946,464 1,057,500 111,036 (21,229) 132,265
Total $7,820,483 $7,990,687 $170,204 $10,010 $160,194
December 31, 1992:
Collective short-term
investments $15,722 $15,722
Guaranteed investment
contracts 5,755,856 5,755,856
Commingled funds
holding principally
common stock 121,552 149,481 $27,929 $20,774 $7,155
Fund holding principally
Vulcan Materials
Company common
stock 654,258 786,523 132,265 170,173 (37,908)
Total $6,547,388 $6,707,582 $160,194 $190,947 ($30,753)
</TABLE>
5. INVESTMENT PROGRAM
The number of participants electing each investment option is shown below:
As of December 31,
1993 1992
(a) A fund invested in guaranteed
investment contracts 889 947
(b) Commingled funds invested
primarily in common stocks
of large companies 15 15
(c) Common stock of Vulcan
Materials Company 191 176
(d) Any combination of (a),
(b) or (c) 736 731
Investment managers have been appointed whose duty is to advise the trustee as
to particular investments to be made. As of December 31, 1993, the investment
managers were as follows:
(1) Large companies Trinity Investment Management Corporation
common stock fund Ten Tremont Street
Boston, Massachusetts 02108
(2) Guaranteed investment The Northern Trust Company
contracts and Vulcan 50 South LaSalle Street
Materails Company Chicago, Illinois 60675
stock fund
6. PLAN TRANSFERS
During 1992 and 1993, the Plan accepted rollover contributions from employees
of acquired companies. During 1992, the Plan accepted rollover contributions
of $32,169 from employees of Florida Mining and Materials (FMM). During 1993,
the Plan accepted rollover contributions of $9,264 from employees of Thrift
Brothers, Inc.
7. TAX STATUS
The Plan obtained its latest determination letter on June 14, 1993, which the
Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code. The
Plan has been amended since receiving the determination letter. However, the
Plan administrator and the Plan's tax counsel believe that the Plan is
currently designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, no provision for income
taxes has been included in the Plan's financial statements.
EXHIBIT 25(c)
TO FORM 10-K
ANNUAL REPORT
OF
VULCAN MATERIALS COMPANY
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FINANCIAL STATEMENTS REQUIRED BY FORM 11-K WITH
RESPECT TO THE VULCAN MATERIALS COMPANY CHEMICALS
DIVISION HOURLY EMPLOYEES SAVINGS PLAN FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1993, AND THE INDEPENDENT
CERTIFIED ACCOUNTANTS' CONSENT WITH RESPECT THERETO
FILED AS AN AMENDMENT TO THE VULCAN MATERIALS
COMPANY ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1993,
AS PERMITTED BY RULE 15d-21
UNDER THE SECURITIES EXCHANGE ACT OF 1934
VULCAN MATERIALS COMPANY
VULCAN MATERIALS COMPANY
CHEMICALS DIVISION HOURLY
EMPLOYEES SAVINGS PLAN
FINANCIAL STATEMENTS FOR THE YEARS
ENDED DECEMBER 31, 1993 AND 1992, AND
INDEPENDENT AUDITORS' REPORT.
VULCAN MATERIALS COMPANY
CHEMICALS DIVISION HOURLY EMPLOYEES SAVINGS PLAN
Table of Contents
Page
Independent Auditors' Report
Financial Statements of the Vulcan Materials Company
Chemicals Division Hourly Employees Savings Plan:
Statements of Net Assets Available for Benefits
as of December 31, 1993 and 1992
Statements of Changes in Net Assets Available
for Benefits for the Years Ended
December 31, 1993 and 1992
Notes to Financial Statements
Independent Auditors' Consent
VULCAN MATERIALS COMPANY
CHEMICALS DIVISION
HOURLY EMPLOYEES SAVINGS PLAN
Financial Statements for the Years
Ended December 31, 1993 and 1992
and Independent Auditors' Report
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee of Vulcan Materials Company
Chemicals Division Hourly Employees Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of the Vulcan Materials Company Chemicals Division Hourly Employees
Savings Plan as of December 31, 1993 and 1992, and the related statements of
changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plan's management. 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 the 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 management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31,
1993 and 1992, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information by fund
is presented for the purpose of additional analysis of the basic financial
statements rather than to present information regarding the net assets
available for benefits and changes in net assets available for benefits of the
individual funds, and is not a required part of the basic financial
statements. This supplemental information is the responsibility of the Plan's
management. Such supplemental information by fund has been subjected to the
auditing procedures applied in our audits of the basic financial statements
and, in our opinion, is fairly stated in all material respects when considered
in relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche
Birmingham, Alabama
June 15, 1994
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 33-24051 of Vulcan Materials Company on Form S-8 of our reports dated
February 4, 1994 and June 15, 1994, appearing in the Annual Report on Form
10-K of Vulcan Materials Company for the year ended December 31, 1993
and in the Annual Report on Form 11-K of the Vulcan Materials Company
Chemicals Division Hourly Employees Savings Plan for the year ended
December 31, 1993, respectively. We also consent to the reference to us
under the heading "Experts" in the Registration Statement.
/s/ Deloitte & Touche
Birmingham, Alabama
June 24, 1994
<TABLE>
<CAPTION>
VULCAN MATERIALS COMPANY
CHEMICALS DIVISION HOURLY EMPLOYEES SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993 AND 1992
1993 1992
Supplemental Information by Fund Supplemental Information by Fund
Vulcan Vulcan
Large Materials Large Materials
Guaranteed Companies Company Guaranteed Companies Company
Investment Common Common Investment Common Common
Total Contracts Stock Stock Total Contracts Stock Stock
ASSETS:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS [Cost of $15,602,729
(1993) and $14,069,626 (1992)]
(Notes 1, 3 & 5):
Collective short-term
investments $15,595 $15,438 $8 $149 $15,748 $15,590 $6 $152
Guaranteed investment
contracts 13,119,928 13,119,928 12,027,962 12,027,962
Commingled funds holding
principally common stock 542,420 542,420 314,738 314,738
Fund holding principally
Vulcan Materials Company
common stock 2,269,969 2,269,969 2,058,828 2,058,828
Total investments 15,947,912 13,135,366 542,428 2,270,118 14,417,276 12,043,552 314,744 2,058,980
RECEIVABLE FROM
VULCAN MATERIALS
COMPANY:
Employer contributions 49,191 49,191 44,176 44,176
Employee contributions 138,284 88,834 10,736 38,714 139,138 89,142 8,746 41,250
Total receivable 187,475 138,025 10,736 38,714 183,314 133,318 8,746 41,250
TOTAL ASSETS 16,135,387 13,273,391 553,164 2,308,832 14,600,590 12,176,870 323,490 2,100,230
TRANSFERS IN PROCESS (28,700) 18,711 9,989
NET ASSETS AVAILABLE
FOR BENEFITS $16,135,387 $13,244,691 $571,875 $2,318,821 $14,600,590 $12,176,870 $323,490 $2,100,230
<FN>
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
VULCAN MATERIALS COMPANY
CHEMICALS DIVISION HOURLY EMPLOYEES SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
1993 1992
Supplemental Information by Fund Supplemental Information by Fund
Vulcan Vulcan
Large Materials Large Materials
Guaranteed Companies Company Guaranteed Companies Company
Investment Common Common Investment Common Common
Total Contracts Stock Stock Total Contracts Stock Stock
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
INVESTMENT INCOME (LOSS):
Interest $817,064 $815,964 $140 $960 $944,332 $942,944 $260 $1,128
Dividends 57,930 57,930 35,318 35,318
Net investment gains (losses):
Realized 8,803 1,366 7,437 2,448 2,448
Unrealized (Note 4) (2,467) 68,041 (70,508) 407,564 34,797 372,767
Net investment income 881,330 815,964 69,547 (4,181) 1,389,662 942,944 37,505 409,213
CONTRIBUTIONS (Note 2):
Participants 1,329,129 843,136 95,016 390,977 1,347,090 922,786 100,080 324,224
Vulcan Materials Company 435,262 435,262 422,717 422,717
Total contributions 1,764,391 1,278,398 95,016 390,977 1,769,807 1,345,503 100,080 324,224
REDISTRIBUTION OF
PARTICIPANTS' INVESTMENT
OPTIONS UNDER THE PLAN (67,173) 101,349 (34,176) (720,703) 81,217 639,486
TOTAL ADDITIONS 2,645,721 2,027,189 265,912 352,620 3,159,469 1,567,744 218,802 1,372,923
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
WITHDRAWALS BY
PARTICIPANTS (Note 2) (1,110,924) (959,368) (17,527) (134,029) (804,088) (750,365) (4,032) (49,691)
NET INCREASE 1,534,797 1,067,821 248,385 218,591 2,355,381 817,379 214,770 1,323,232
NET ASSETS AVAILABLE
FOR BENEFITS:
BEGINNING OF YEAR 14,600,590 12,176,870 323,490 2,100,230 12,245,209 11,359,491 108,720 776,998
END OF YEAR $16,135,387 $13,244,691 $571,875 $2,318,821 $14,600,590 $12,176,870 $323,490 $2,100,230
<FN>
See notes to financial statements.
</TABLE>
VULCAN MATERIALS COMPANY
CHEMICALS DIVISION HOURLY EMPLOYEES SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General - The financial statements of the Vulcan Materials Company Chemicals
Division Hourly Employees Savings Plan ("Plan") have been prepared on the
accrual basis of accounting. All assets of the Plan are held by The Northern
Trust Company, Chicago, Illinois ("Trustee"). Vulcan Materials Company
("Company") pays the administrative costs of the Plan, including the trustee's
fees and charges.
Valuation of Investments - Investments other than guaranteed investment
contracts are reported at market value. Investments in securities traded on
national and over-the-counter exchanges are valued at the closing bid price of
the security as of the last day of the year. Guaranteed investment contracts
are reported at their contract value, which is cost increased by interest
earned. The average cost of securities sold or distributed is used to
determine net investment gains (losses) realized. Security transactions are
recorded on the trade date. Distributions of common stock, if any, to
participants are recorded at the market value of such stock at the end of the
month prior to distribution.
Benefits Payable - In 1993, the Plan changed its method of accounting for
benefits payable to comply with the 1993 AICPA Audit and Accounting Guide,
"Audits of Employee Benefit Plans." The new guidance requires that benefits
payable to persons who have withdrawn from participation in a defined
contribution plan be disclosed in the footnotes to the financial statements
rather than be recorded as a liability of the Plan. Such amounts as of
December 31, 1992 have been reclassified to net assets available for benefits.
As of December 31, 1993 and 1992, benefits of $55,517 and $30,809,
respectively, were due to participants who had elected to receive a
distribution from the Plan.
2. DESCRIPTION OF THE PLAN
General - The Plan was established effective January 1, 1972 and was most
recently restated as of May 1, 1991. The purpose of the Plan is to provide
for accumulation of savings for qualifying hourly paid employees of the
Chemicals Division of Vulcan Materials Company ("Employer") who are
represented by collective bargaining units which have specifically adopted the
Plan.
Participation and Vesting - Chemicals Division Hourly employees, with one year
of service covered by a collective bargaining unit which has adopted the Plan,
are eligible for participation. Participants are fully vested at all times.
The number of participants in the Plan at December 31, 1993 and 1992
was as follows:
1993 1992
Total participants 551 555
Participants included in the above total who have
transferred to a bargaining unit not covered by the
Plan, or are no longer employed by the Company,
but who have vested benefits under the Plan 29 41
Funding - The Plan is funded through participants' and Company contributions.
Participants contribute to the Plan through weekly payroll deductions at a
rate dependent upon the participant's years of service. A participant may
make weekly matched contributions, in multiples of $1 with a minimum weekly
matched contribution of $1 and a maximum weekly matched contribution as stated
in the plan document for the participants' collective bargaining unit.
Company contributions equal a percentage of participants' contributions, such
percentage being defined in the plan document for the collective bargaining
unit covering the participant. In addition to the matched contributions,
participants may make weekly unmatched contributions in multiples of $1 with a
minimum of $1 and a maximum as stated in the applicable plan document for the
participants' collective bargaining agreement.
Allocation and Determination of Accounts - Separate accounts are maintained
for each participant for matched, unmatched, deductible supplemental, Company
contributions and accumulated earnings on each. Additionally, subaccounts are
maintained for matched and unmatched accounts for the portion of each account
that is attributable to pre-tax contributions and the portion attributable to
after-tax contributions. Monthly net earnings are allocated to each
participant's account in the ratio of the participant's account balance to
total participants' account balances.
Distributions and Withdrawals - A participant's total account is distributed
upon retirement, disability, death or termination of employment unless the
account value is greater than $3,500, in which case the participant may defer
until age 70-1/2. Prior to a termination of employment, participants may make
partial withdrawals or may withdraw their total account, except that if a
participant has not maintained a participant contribution account for the 60
months immediately preceding the voluntary withdrawal, no Company
contributions which have been on deposit less than 24 months will be
distributed until 24 months after the earlier of the employee's withdrawal
date or the employee's termination of employment. In addition, any in-service
distribution from a participant's pre-tax contributions must meet the
requirements of a "hardship withdrawal," as set forth in the Plan document.
Investments - Participants' contributions are invested in three separate
investment funds (see Note 5) of the Plan in proportions elected by the
participant. The Company's matching contributions are invested in the fund
which invests primarily in guaranteed investment contracts.
Plan Termination - In the event it becomes necessary to terminate the Plan,
participants will receive a distribution of the amounts held for their
accounts.
3. INVESTMENTS
The Plan's investment assets consist of an interest in one of the investment
accounts of the Vulcan Materials Company Master Trust ("Master Trust")
administered by Northern Trust Company. Use of the Master Trust permits the
commingling of investment assets of a number of employee benefit plans of the
Participating Companies. Although the assets are commingled, the Company
maintains supporting records for the purpose of allocating the investment
assets and the related net earnings to the various participating employee
benefit plans.
The investment accounts of the Master Trust at December 31, 1993 and 1992 are
summarized as follows:
1993 1992
Pension Investment Account $270,465,591 $248,841,858
Thrift Plan Investment Account 153,862,152 152,945,331
Chemicals Savings Account 16,135,387 14,600,590
Construction Savings Account 8,160,414 6,869,461
Net assets $448,623,544 $423,257,240
The net assets of the Master Trust at December 31, 1993 and 1992 are
summarized as follows:
1993 1992
Commingled fund holding principally
short-term fixed income investments,
and loans to participants $18,678,781 $18,906,750
Guaranteed investment contracts 19,803,668 17,783,818
Fund holding principally real estate
investments 12,044,398 15,171,552
Fund holding principally intermediate-
term fixed income investments 57,877,310 41,202,434
Commingled funds holding principally
common stock 157,489,866 172,504,398
Commingled funds holding principally
international equity instruments 73,558,068 47,716,502
Fund holding principally Vulcan Materials
Company common stock 109,171,453 109,971,786
Net assets $448,623,544 $423,257,240
The total investment income by type of the Master Trust at December 31, 1993
and 1992 are summarized as follows:
1993 1992
Interest, net $1,897,072 $2,112,527
Dividends 2,898,022 2,732,726
Other 69,745 60,668
Net investment gains:
Realized 24,636,203 9,181,194
Unrealized 5,391,112 35,673,442
$34,892,154 $49,760,557
Investments held by the Plan at December 31, 1993 and 1992 respectively, are
as follows:
1993 1992
Collective short-term investments
(cost and market) $15,595 $15,748
Guaranteed investment contracts (at contract value):
<TABLE>
<CAPTION>
Insurance Contract Guaranteed
Company Year Rate* Maturity Dates 1993 1992
<S> <C> <C> <C> <C> <C>
Metropolitan Life 1990 9.33% May 1, 1993 $4,137,672
Metropolitan Life 1991 6.09%** May 1, annually $13,119,928 7,890,290
Total $13,119,928 $12,027,962
<FN>
* Rates are net of insurance company charges.
** Interest rate was 8.22% from January 1 - April 30, 1992, 7.43% from
May 1, 1992 - April 30, 1993, and 6.09% from May 1 - December 31, 1993.
Upon maturity, the Company renegotiates new terms on these contracts.
</TABLE>
<TABLE>
<CAPTION>
Commingled funds:
1993 1992
Cost Market Cost Market
<S> <C> <C> <C> <C>
Commingled funds holding
principally common stock -
1,909.70 shares (1993) and
1,310.15 shares (1992) $430,363 $542,420 $270,722 $314,738
Fund holding principally Vulcan
Materials Company common
stock - 48,426 shares (1993)
and 42,670 shares (1992) $2,036,843 $2,269,969 $1,755,194 $2,058,828
</TABLE>
4. CHANGES IN UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS
Investments held by the Plan at December 31, 1993 and 1992 and changes in
unrealized appreciation (depreciation) of investments for the years then ended
are summarized below:
<TABLE>
<CAPTION>
Market or Current Year Prior Years
Contract Cumulative Appreciation Appreciation
Cost Value Appreciation (Depreciation) (Depreciation)
<S> <C> <C> <C> <C> <C>
December 31, 1993:
Collective short-term
investments $15,595 $15,595
Guaranteed investment
contracts 13,119,928 13,119,928
Commingled funds
holding principally
common stock 430,363 542,420 $112,057 $68,041 $44,016
Fund holding principally
Vulcan Materials
Company common
stock 2,036,843 2,269,969 233,126 (70,508) 303,634
Total $15,602,729 $15,947,912 $345,183 ($2,467) $347,650
Market or Current Year Prior Years
Contract Cumulative Appreciation Appreciation
Cost Value Appreciation (Depreciation) (Depreciation)
December 31, 1992:
Collective short-term
investments $15,748 $15,748
Guaranteed investment
contracts 12,027,962 12,027,962
Commingled funds
holding principally
common stock 270,722 314,738 $44,016 $34,797 $9,219
Fund holding principally
Vulcan Materials
Company common
stock 1,755,194 2,058,828 303,634 372,767 (69,133)
Total $14,069,626 $14,417,276 $347,650 $407,564 ($59,914)
5. INVESTMENT PROGRAM
The number of participants electing each investment option is shown below:
As of December 31,
1993 1992
(a) A fund invested in guaranteed
investment contracts 245 253
(b) Commingled funds invested
primarily in common stocks
of large companies 6 6
(c) Common stock of Vulcan
Materials Company 31 28
(d) Any combination of (a),
(b) or (c) 269 268
Investment managers have been appointed whose duty is to advise the trustee as
to particular investments to be made. As of December 31, 1993, the investment
managers were as follows:
(1) Large companies Trinity Investment Management Corporation
common stock fund Ten Tremont Street
Boston, Massachusetts 02108
(2) Guaranteed investment The Northern Trust Company
contracts and Vulcan 50 South LaSalle Street
Materials Company Chicago, Illinois 60675
stock fund
6. TAX STATUS
The Plan obtained its latest determination letter on June 14, 1993, which the
Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code. The
Plan has been amended since receiving the determination letter. However, the
Plan administrator and the Plan's tax counsel believe that the Plan is
currently designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, no provision for income
taxes has been included in the Plan's financial statements.
</TABLE>
