SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number 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
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 for 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
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
Shares outstanding
Class at June 30, 1998
Common Stock, $1 Par Value 33,702,390
VULCAN MATERIALS COMPANY
FORM 10-Q
QUARTER ENDED JUNE 30, 1998
Contents
Page No.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets 1
Condensed Consolidated Statements of Earnings 2
Condensed Consolidated Statements of Cash Flows 3
Notes to Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 6
PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8-K 16
SIGNATURES 17
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS*
(Amounts in thousands)
June 30, December 31, June 30,
ASSETS 1998 1997 1997
<S> <C> <C> <C>
Current assets
Cash and cash equivalents.............................. $ 65,104 $ 128,566 $ 34,696
Accounts and notes receivable, less allowance for
doubtful accounts: June 30, 1998, $8,053; Dec. 31,
1997, $7,548; June 30, 1997, $7,639................... 270,459 199,750 233,141
Inventories:
Finished products.................................... 104,460 90,118 90,798
Raw materials........................................ 11,767 10,865 12,210
Products in process.................................. 1,199 617 897
Operating supplies and other......................... 30,194 30,759 30,626
Total inventories............................... 147,620 132,359 134,531
Deferred income taxes.................................. 20,277 21,385 22,585
Prepaid expenses....................................... 6,188 5,072 4,415
Total current assets............................ 509,648 487,132 429,368
Investments and long-term receivables.................... 67,373 63,482 61,451
Property, plant and equipment, at cost less accumulated
depreciation, depletion and amortization: June 30,
1998, $1,339,677; Dec. 31, 1997, $1,311,781; June 30,
1997, $1,280,568....................................... 842,313 808,419 801,476
Deferred charges and other assets........................ 123,763 90,213 93,018
Total........................................... $1,543,097 $1,449,246 $1,385,313
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current maturities of long-term obligations............ $ 5,411 $ 5,408 $ 5,071
Notes payable.......................................... 2,385 3,654 3,186
Trade payables and accruals............................ 120,198 112,547 115,106
Other current liabilities.............................. 95,812 86,087 108,816
Total current liabilities....................... 223,806 207,696 232,179
Long-term obligations.................................... 76,879 81,931 80,588
Deferred income taxes.................................... 94,701 88,720 89,405
Other noncurrent liabilities............................. 89,234 79,402 72,916
Shareholders' equity..................................... 1,058,477 991,497 910,225
Total........................................... $1,543,097 $1,449,246 $1,385,313
<FN>
* Balance sheets as of June 30 are unaudited.
The accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.
</TABLE>
<TABLE>
<CAPTION>
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts and shares in thousands, except per share data)
Three Months Ended Six Months Ended
June 30* June 30*
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Net sales........................................ $465,825 $445,072 $824,788 $786,430
Cost of goods sold............................... 318,925 308,593 588,407 573,837
Gross profit on sales............................ 146,900 136,479 236,381 212,593
Selling, administrative and general expenses..... 46,940 47,765 93,668 91,661
Other operating costs............................ 1,876 902 4,244 1,766
Other income, net................................ 6,283 8,239 22,175 11,475
Earnings before interest
expense and income taxes....................... 104,367 96,051 160,644 130,641
Interest expense................................. 1,559 1,712 3,506 3,479
Earnings before income taxes..................... 102,808 94,339 157,138 127,162
Provision for income taxes....................... 32,778 31,575 50,598 42,472
Net earnings .................................... $ 70,030 $ 62,764 $106,540 $ 84,690
Basic earnings per share ......................... $2.07 $1.86 $3.16 $2.50
Diluted earnings per share ...................... $2.05 $1.83 $3.12 $2.47
Average common shares outstanding
(in thousands).................................. 33,716 33,776 33,665 33,907
Average common shares outstanding
assuming dilution (in thousands)................. 34,170 34,202 34,112 34,308
Cash dividends per share of common stock......... $0.520 $0.470 $1.040 $0.940
Depreciation, depletion and amortization
deducted above................................. $32,684 $29,291 $63,872 $57,894
Effective tax rate............................... 31.9% 33.5% 32.2% 33.4%
<FN>
* Unaudited
The accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.
</TABLE>
<TABLE>
<CAPTION>
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
Six Months Ended
June 30*
1998 1997
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Operations
Net earnings ............................................... $106,540 $84,690
Adjustments to reconcile net earnings to net cash
provided by continuing operations:
Depreciation, depletion and amortization................ 63,872 57,894
Increase in assets before effects of
business acquisitions................................. (81,549) (51,413)
Increase in liabilities before effects of
business acquisitions................................. 17,199 40,558
Other, net.............................................. 5,528 8,096
Net cash provided by operations...................... 111,590 139,825
Investing Activities
Purchases of property, plant and equipment.................. (94,489) (95,307)
Payment for business acquisitions (net of acquired cash).... (5,704) (1,441)
Cash escrow held for future property purchase............... (12,588) -
Proceeds from sale of property, plant and equipment......... 23,838 9,081
Net cash used for investing activities............... (88,943) (87,667)
Financing Activities
Net payment - commercial paper and bank lines of credit..... (6,319) (5,103)
Purchases of common stock................................... (44,704) (31,277)
Dividends paid.............................................. (35,086) (31,898)
Net cash used for financing activities............... (86,109) (68,278)
Net decrease in cash and cash equivalents................... (63,462) (16,120)
Cash and cash equivalents at beginning of year.............. 128,566 50,816
Cash and cash equivalents at end of period.................. $ 65,104 $34,696
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest (net of amount capitalized).................. $ 3,922 $ 3,665
Income taxes.......................................... 36,777 15,572
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES
Liab. and long-term debt assumed in business acq...... $ 1,456 -
Fair value of stock issued in business acq............ 34,568 -
<FN>
* Unaudited
The accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.
</TABLE>
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying condensed financial statements have been prepared in
compliance with Form 10-Q instructions and thus do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, the statements reflect all adjustments, including those of a
normal recurring nature, necessary to present fairly the results of the
reported interim periods. The statements should be read in conjunction
with the summary of accounting policies and notes to financial statements
included in the Company's latest annual report on Form 10-K. The
reporting of segment data required by Statement of Financial Accounting
Standards No. 14, Financial Reporting for Segments of a Business
Enterprise, is confined to complete financial statements as provided
in the Company's Form 10-K and annual report to shareholders.
In the quarter ended June 30, 1998, the Company acquired various
operations whose total cost was approximately $36.8 million. These
transactions were accounted for as purchases. The pro forma effect of
these transactions is not presented because the impact on the Company's
financial statements is not material.
2. Effective Tax Rate
In accordance with generally accepted accounting principles, it is the
Company's practice at the end of each interim reporting period to make a
best estimate of the effective tax rate expected to be applicable for the
full fiscal year. The rate so determined is used in providing for income
taxes on a current year-to-date basis.
3. New Accounting Standards
In June 1997 the Financial Accounting Standards Board (FASB) issued SFAS
No. 130 "Reporting Comprehensive Income" (FAS 130) and SFAS No. 131
"Disclosures about Segments of an Enterprise and Related Information"
(FAS 131). These pronouncements were required to be adopted for years
beginning after December 15, 1997. There was no material impact on the
Company's financial reporting resulting from the adoption of SFAS 130.
SFAS 131 requires the Company to adopt its segment reporting provisions to
interim reporting in 1999. The Company does not expect a material impact
on its financial reporting from the adoption of SFAS 131.
In February 1998 the FASB issued SFAS No. 132 "Employers' Disclosures
about Pensions and Other Postretirement Benefits" (FAS 132), which is
required to be adopted for years beginning after December 15, 1997. This
new standard addresses disclosure only. Therefore, there will be no
effect to earnings and the impact of FAS 132 on the Company's financial
reporting is not expected to be material.
4. Accounting Policies for Certain Derivative Instruments
The Company does not actively trade or speculate in derivative
instruments. Commodity swap contracts are used to reduce fluctuations
in prices for natural gas. The fair market values for such swaps
purchased and outstanding as of June 30, 1998 and December 31, 1997,
were not material.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
GENERAL COMMENTS
Seasonality of the Company's Business
Results of any individual quarter are not necessarily indicative of results
to be expected for the year due principally to the effect that weather can
have on the sales and production volume of the Construction Materials
segment. Normally, the highest sales and earnings of the Construction
Materials segment are attained in the third quarter and the lowest are
realized in the first quarter when sales and earnings are substantially
below the levels realized in all subsequent quarters of the year.
Segment Sales and Earnings
Segment sales and earnings have been determined on the same basis as used
in prior Form 10-Q reports. Segment earnings are earnings before interest
expense and income taxes and after allocation of corporate expenses and
income, other than "interest income, etc.," (principally interest income
earned on cash items and gains or losses on corporate financing transactions),
and after assignment of equity income to the segment with which it is related
in terms of products and services. Allocations are based primarily on one or
a combination of the following factors: average gross investment, average
equity and sales.
Forward Looking Statements
Certain matters discussed in this report contain forward-looking statements
that are subject to risks and uncertainties that could cause actual results
to differ materially from those projected. These include general business
conditions, competitive factors, pricing, energy costs and other risks and
uncertainties detailed in the Company's periodic reports.
Year 2000 Issue
The Company's Year 2000 Project Management Office has established teams at
each major location to assess the Year 2000 compliance status of computer
hardware and network equipment, computer software, production equipment and
instrumentation, key customers and key suppliers. Additionally, a
company-wide awareness process has been established and implemented.
Requests for compliance information from outside interested parties are
being appropriately handled.
The Company presently believes that with planned modifications to existing
software, conversions to new software, and modifications to or replacement
of existing microprocessor-controlled equipment, the Year 2000 issue will
not pose significant operational problems. Despite our efforts, there can
be no guarantee that the systems of other companies and government agencies
on which the Company relies will be converted in a timely manner. Although
at this time it is not possible to reasonably estimate the cost of
compliance, based on our Year 2000 Project Management Office's findings,
the Company believes that the cost to resolve this issue will not have a
material impact on earnings.
RESULTS OF OPERATIONS
Second Quarter 1998 as Compared with Second Quarter 1997
Vulcan's sales, net earnings and earnings per share were at record levels for
the second quarter. Net earnings were $70.0 million, or $2.05 per share
(diluted), as compared with 1997 earnings and earnings per share of $62.8
million and $1.83, respectively. Net earnings and earnings per share were
both 12% higher than comparable 1997 results.
Sales in the second quarter of 1998 were $465.8 million, up 5% from last
year's total of $445.1 million. The segment detail of that increase is as
follows (amounts in millions):
Second Quarter Sales
Increase
1998 1997 (Decrease)
Construction Materials $308.7 $286.4 $22.3
Chemicals 157.1 158.7 (1.6)
Total $465.8 $445.1 $20.7
Second quarter Construction Materials sales were up 8% from last year's second
quarter total. Shipments of crushed stone increased 6%. Excluding the impact
of freight to remote distribution yards, the average sales price of crushed
stone increased 5%. Chemicals sales declined slightly from last year's second
quarter. Improving prices for caustic soda were more than offset by weaker
demand for chlorine, some chlorinated derivatives and certain Performance
Systems products.
Earnings before interest expense and income taxes were $104.4 million as
compared to $96.1 million in the same period last year. The segment detail
of this result is shown in the following summary (amount in millions):
Second Quarter Earnings Before
Interest Expense and Income Taxes
Increase
1998 1997 (Decrease)
Construction Materials $ 87.6 $74.4 $13.2
Chemicals 16.1 21.5 (5.4)
Segment earnings * 103.7 95.9 7.8
Interest income, etc. .7 .2 .5
Total $104.4 $96.1 $ 8.3
* After allocation of corporate expense and income,
other than "interest income, etc." (principally
interest income earned on short-term investment of
funds and gains or losses on corporate financing
transactions), and after assignment of equity income
to the segment with which it is related in terms of
products and services.
The Construction Materials segment reported record second quarter earnings of
$87.6 million, up 18% from 1997 earnings of $74.4 million. The increase
reflects the effects of higher crushed stone shipments and prices, slightly
offset by increased costs. The Chemicals segment recorded second quarter
earnings of $16.1 million as compared with earnings of $21.5 million in 1997.
The current results were adversely impacted by the weaker demand for chlorine,
some chlorinated derivatives and certain Performance Systems products, whereas
the prior year results included a $2.6 million pretax gain referable to the
sale of the Company's chlorine cylinder repackaging business.
Selling, administrative and general expenses of $46.9 million decreased 2%
from the 1997 second quarter level. This decrease reflects mainly the effect
of lower accruals for stock-based incentive compensation costs.
Other income, net of other charges, was $6.3 million, down $1.9 million from
the second quarter of 1997. This reduction was primarily due to the prior
year gain referable to the sale of the Company's chlorine cylinder repackaging
business.
The effective tax rate for the quarter was 31.9%, down from last year's second
quarter rate of 33.5%. The decrease reflects principally adjustments
referable to tax audits for prior years.
Year-to-Date Comparisons as of June 30, 1998 and June 30, 1997
Vulcan's sales, net earnings and earnings per share were at record levels for
the first half of 1998. Net earnings were $106.5 million, or $3.12 per share
(diluted), as compared with 1997 earnings and earnings per share of $84.7
million and $2.47. Net earnings and earnings per share were both up 26% from
comparable 1997 results.
Sales of $824.8 million for the first six months of 1998 increased 5% from the
first half 1997 total of $786.4 million. Sales of the segments are summarized
as follows (amounts in millions):
Sales for the Six Months
Ended June 30
1998 1997 Increase
Construction Materials $502.0 $473.6 $28.4
Chemicals 322.8 312.8 10.0
Total $824.8 $786.4 $38.4
Construction Materials sales were up 6% over 1997. Crushed stone shipments
increased over 3%, while prices, exclusive of freight to distribution yards,
increased 5%. Chemicals sales increased 3% as improving prices for caustic
soda offset the weaker demand for chlorine, some chlorinated derivatives and
certain Performance System products.
First half earnings before interest expense and income taxes were $160.6
million, up 23% from the 1997 result. Segment detail is shown below
(amounts in millions):
Earnings Before Interest Expense
and Income Taxes for the
Six Months Ended June 30
Increase
1998 1997 (Decrease)
Construction Materials $120.0 $ 90.1 $29.9
Chemicals 38.5 39.8 (1.3)
Segment earnings * 158.5 129.9 28.6
Interest income, etc. 2.1 .7 1.4
Total $160.6 $130.6 $30.0
* After allocation of corporate expense and income,
other than "interest income, etc." (principally
interest income earned on short-term investment of
funds and gains or losses on corporate financing
transactions), and after assignment of equity income
to the segment with which it is related in terms of
products and services.
The Construction Materials segment reported earnings of $120.0 million as
compared with earnings of $90.1 million for the first half of 1997. This
$29.9 million increase included $11.3 million referable to first quarter 1998
special items: gains from asset sale of $12.5 million offset somewhat by
additional reserves for environmental and related costs of $1.2 million.
The remaining increase was due primarily to the effects of higher crushed
stone shipments and prices, slightly offset by increased costs. Year-to-date
June earnings for the Chemicals' segment of $38.5 million were $1.3 million
under the prior year's results. Current year results were adversely impacted
by a $3.7 million charge for additional reserves for environmental and
related costs, whereas the prior year results included the aforementioned
$2.6 million pretax gain from the sale of the Company's chlorine cylinder
repackaging business. These factors were somewhat mitigated by the increase
in caustic soda pricing.
Selling, administrative and general expenses reflected a 2% increase when
compared to the first half of 1997.
The effective tax rate for the period was 32.2%, down from last year's rate of
33.4%. This decrease reflects principally adjustments referable to tax audits
for prior years.
On July 21, 1998, Donald M. James, Chairman and Chief Executive Officer of
Vulcan, made certain statements concerning the Company's earnings outlook.
Excerpts of the relevant press release quoting Mr. James are as follows:
"Our second quarter results reflect the continued strength of
the U.S. economy and our position as the leading provider of
construction aggregates.
"The recent passage of the TEA-21 Highway Re-Authorization
Bill is expected to provide a solid underpinning for the
aggregates business over the next six years. Compared to the
previous Act, average annual federal highway spending is
expected to be up 44 percent in the U.S. and 55 percent in
Vulcan-served states. Highways account for approximately 35
percent of Vulcan's stone shipments, 30 percent of which is
referable to federal highway spending. As a result, the
boost in federal highway spending alone would be expected to
increase average annual stone demand by 5 to 6 percent over
fiscal 1997. In the past, increases in federal spending have
been matched by similar increases in state highway spending
but with a lag. The impact of state matching will depend on
the amount and timing of matching as well as the states'
administration of highway programs. Assuming that states
match at historical levels, we believe that in the markets we
serve, TEA-21 will increase average annual stone demand by 8
to 10 percent over fiscal 1997.
"Vulcan's Construction Materials segment achieved an
outstanding second quarter. Crushed stone shipments exceeded
1997's record second quarter levels by almost 6 percent
despite relatively unfavorable weather conditions in April
and May. In addition, crushed stone prices for the quarter
were 5 percent above the second quarter of 1997. In the
second quarter we completed the acquisition of four stone
quarries. Efforts also continued toward opening two
greenfield quarries, both of which are expected to be
operating in the next two to three months. We also
continued to upgrade existing facilities to meet growing
demand. We will continue to invest in this segment in order
to capitalize on the favorable outlook for the industry.
Based on our current outlook, we believe that the
Construction Materials segment will achieve record results
in the second half as well as the full year 1998.
"Chemicals segment's second quarter sales were slightly below
last year while earnings fell 25 percent. When adjusted for
a prior period gain on sale of assets, earnings were down 15
percent. Gains in caustic soda pricing were not sufficient
to offset the decline in demand for chlorine and some
chlorinated derivatives. In addition, the Company's
Performance Systems Business Unit has been adversely affected
by weaknesses in the pulp and paper and textile sectors and
margins are not yet at anticipated levels. The current Asian
financial crisis appears to be a contributing factor to
weaker demand for chlorine and certain Performance Systems
products. Taking all of the above into account and
recognizing that it is difficult to project chloralkali
pricing in this environment, we currently expect Chemicals'
results for the full year to approximate last year's
results.
"If our outlooks for both segments hold up, we should report
record net earnings and earnings per share for the Company
for the second half of 1998 as well as for the full year."
LIQUIDITY AND CAPITAL RESOURCES
Working Capital
Working capital, exclusive of debt and cash items, totaled $229.5
million at June 30, 1998, 42% above the 1997 year-end amount of
$161.3 million. Higher receivables and inventories, due primarily
to seasonal build-ups in the Construction Materials segment, were
only partially offset by higher accrued liabilities. Working
capital at June 30, 1998 increased 34% from the same date last year
due to higher receivables and inventories and a reduction in current
liabilities due primarily to lower accrued income taxes.
The Company's current ratio, which is based on all components of
working capital, including cash and debt items, was 2.3 as of
June 30, 1998. This compares to the 2.3 ratio at year-end 1997
and a 1.8 ratio at June 30, 1997.
Cash Flows
First half net cash provided by operations totaled $111.6 million,
down from the $139.8 million generated in the same period last year.
This decrease reflects greater working capital requirements somewhat
offset by higher earnings. Cash used for investing activities was
$88.9 million, as compared with the 1997 total of $87.7 million.
Net cash used for financing activities totaled $86.1 million, up
from the 1997 amount of $68.3 million. The increase reflects lower
net borrowings and higher dividends and purchases of common stock.
Property Additions
Property additions in the first half of 1998 totaled $108.4 million
as compared with $99.4 million in the first half of last year.
Short-term Borrowings
Short-term borrowings as of June 30, 1998 and 1997 consisted of
notes payable to banks totaling $2.4 million and $3.2 million,
respectively.
Long-term Obligations
As of June 30, 1998, long-term obligations were 5.8% of long-term
capital and 7.3% of shareholders' equity. The corresponding 1997
percentages were 7.0% and 8.9%.
Common Stock Transactions
Pursuant to the Company's common stock purchase program, 419,900
shares of common stock were purchased in the first half of 1998 at a
total cost of $44.7 million, equal to an average price of $106.46
per share. In the first six months of 1997, 496,056 shares were
purchased at a total cost of $31.3 million, or $63.05 per share.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of the Company was held on
May 8, 1998 (the "Annual Meeting"). The following matters
were acted upon by the shareholders of the Company at the
Annual Meeting at which 29,871,901 shares of Common Stock were
present in person or by proxies.
1. Election of Directors. Four persons were nominated by
the Board of Directors of the Company for the election of
directors of the Company. D. J. McGregor, D. B. Rice and
O. R. Smith were nominated each to hold office for a
three year term expiring at the 2001 Annual Meeting of
Shareholders, and J. K. Greene was nominated for a two
year term expiring in the year 2000. Each nominee was
elected. The votes were cast as follows:
Number of Shares of Common Stock
Voted For Vote Withheld
J. K. Greene 29,714,371 157,530
D. J. McGregor 29,699,860 172,041
D. B. Rice 29,702,445 169,456
O. R. Smith 29,685,318 186,583
The six directors whose terms of office continue after
the Annual Meeting are: M. H. Antonini, J. V. Napier,
L. D. DeSimone, D. M. James, A. D. McLaughlin and
H. A. Sklenar.
2. Ratification of Appointment of Independent Accountants.
A resolution proposed by the Board of Directors of the Company
that the shareholders ratify the action of the Board of
Directors in selecting and appointing Deloitte & Touche LLP
as independent accountants for the Company for the year ending
December 31, 1998, was submitted to, and voted upon by, the
shareholders of the Company. There were 29,761,476 shares of
Common Stock voted in favor of, and 48,907 shares of Common
Stock voted against, said resolution. The holders of 61,518
shares of Common Stock abstained. There were no "broker
non-votes." The resolution, having received the affirmative
vote of the holders of a majority of the shares of Common Stock
outstanding and entitled to vote at the Annual Meeting, was
adopted and the appointment of Deloitte & Touche LLP as the
independent accountants for the Company for 1998 was ratified
by the shareholders.
ITEM 5. OTHER INFORMATION
The Securities and Exchange Commission (the "SEC") has amended
recently its Rule 14a-4, which governs the use by the Company
of discretionary voting authority with respect to certain
shareholder proposals. SEC Rule 14a-4(c)(1) provides that, if
the proponent of a shareholder proposal fails to notify the
Company at least 45 days prior to the month and day of mailing
the prior year's proxy statement, the proxies of the Company's
management would be permitted to use their discretionary
authority at the Company's next annual meeting of shareholders
if the proposal were raised at the meeting without any
discussion of the matter in the proxy statement. In order to
provide shareholders with notice of the deadline for the
submission of such proposals for the Company's 1999 Annual
Meeting of Shareholders, the Company hereby notifies all
shareholders of the Company that after February 13, 1999, any
shareholder proposal submitted outside the process of SEC Rule
14a-8 will be considered untimely for purposes of SEC Rules
14a-4 and 14a-5(e).
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule (EDGAR filing only)
(b) Reports on Form 8-K
The Company filed a report on Form 8-K on June 25, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VULCAN MATERIALS COMPANY
Date July 30, 1998 /s/ E. A. Khan
E. A. Khan
Controller
/s/ P. J. Clemens, III
P. J. Clemens, III
Executive Vice President -
Finance and Administration
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statement of Earnings for the six months ended June 30,
1998, and the Consolidated Balance Sheet as of June 30, 1998 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 65104
<SECURITIES> 0
<RECEIVABLES> 278512
<ALLOWANCES> 8053
<INVENTORY> 147620
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0
0
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