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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 30, 1998
SOUTHDOWN, INC.
(Exact name of registrant as specified in its charter)
Louisiana 1-6117 72-0296500
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
1200 Smith Street
Suite 2400
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 650-6200
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Item 2. ACQUSITION OF ASSETS
On June 30, 1998, Southdown, Inc. (the "Company") concluded the
previously reported proposed merger transaction with Medusa Corporation
("Medusa"). Medusa was merged with a wholly-owned subsidiary of the Company in a
merger pursuant to which each outstanding Medusa common share was converted into
the right to receive .88 shares of Company common stock and Medusa became a
wholly-owned subsidiary of the Company. A total of 14,689,484 shares of the
Company's common stock were issued for all of the outstanding common stock of
Medusa. In addition, outstanding Medusa employee stock options were converted at
the same exchange ratio into options to purchase approximately 522,000 shares of
Company common stock. The merger constituted a tax-free reorganization and has
been accounted for as a pooling of interests under Accounting Principles Board
Opinion No. 16.
In connection with the Medusa transaction, immediately following the
merger Messrs. R.S. Evans and George E. Uding, Jr., formerly Chairman and Chief
Executive Officer and President and Chief Operating Officer, respectively, of
Medusa, became directors of the Company. Medusa produces and sells portland and
masonry cements with a total of four cement plants located in Michigan, Georgia,
Alabama and Pennsylvania. The combined cement manufacturing capacity of the
Medusa plants is approximately 3.7 million short tons, serving markets in
portions of the Great Lakes, the southeast and the western
Pennsylvania/northeastern Ohio regions of the United States. Medusa also mines,
processes and sells construction and specialty aggregates and provides
construction services for highway safety, all conducted principally in the
eastern half of the United States.
Item 5. OTHER EVENTS
On June 19, 1998, the Company held its 1998 Annual Meeting of
Shareholders. At the Annual Meeting, shareholders approved proposals to (i)
amend the Company's Restated Articles of Incorporation, as amended, to increase
the authorized number of shares of common stock, $1.25 par value, of the Company
from 40 million to 200 million; (ii) issue shares of Company common stock in a
merger in which each outstanding common share of Medusa was converted into a
right to receive .88 shares of the Company's common stock (together with
associated preferred stock purchase rights) and Medusa became a wholly-owned
subsidiary of the Company; (iii) elect one director as a member of Class II and
four directors as members of Class I to the Company's Board of Directors to
serve until the 1999 and 2001 Annual Meetings of Shareholders, respectively, and
until their successors are duly elected and have qualified; (iv) amend the
Company's 1989 Stock Option Plan to increase the number of shares of Company
common stock available for grant thereunder from 2 million to 5 million; (v)
amend the Company's 1989 Stock Option Plan to impose an annual limit on the
number of options that may be awarded to any one person in order to comply with
applicable federal income tax requirements; and (vi) appoint Deloitte & Touche
LLP as the independent auditors of the books and accounts of the Company for the
year ending December 31, 1998.
The votes of the shareholders of the Company on these proposals were
as follows:
(1) With respect to the approval of the amendment to the Restated
Articles of Incorporation to increase the number of authorized
shares of common stock from 40 million to 200 million:
For Against Abstain
--- ------- -------
17,195,420 984,752 49,253
(2) With respect to the approval of issuance of shares of Company
common stock in a merger in which each outstanding common
share of Medusa was converted into the right to receive .88
shares of Company common stock and Medusa became a
wholly-owned subsidiary of the Company:
For Against Abstain
--- ------- -------
17,719,296 479,659 30,470
(3) With respect to the election of the following persons to the
Board of Directors of the Company to serve until the Annual
Meetings of Shareholders to be held in 1999 and 2001,
respectively, and until their successors have been elected and
qualified:
Nominee For Withheld
------- --- --------
Class II Director:
J. Bruce Tompkins 20,708,297 108,627
Class I Directors:
K. L. Huger, Jr. 20,708,416 108,508
David J. Tippeconnic 14,900,045 5,916,879
V. H. Van Horn III 20,708,848 108,076
Steven B. Wolitzer 20,414,785 402,139
(4) With respect to the approval of an amendment to the 1989
Stock Option Plan that increases the number of shares
available for grant from 2 million to 5 million shares:
For Against Abstain
--- ------- -------
13,202,268 4,976,680 50,476
(5) With respect to the approval of an amendment to the 1989 Stock
Option Plan that imposes a limit on the size of the annual
grant to any one person to comply with applicable federal
income tax requirements:
For Against Abstain
--- ------- -------
20,541,275 238,534 37,115
(6) With respect to the approval of the appointment of Deloitte &
Touche LLP as independent auditors of the books and accounts
of the Company for the year ending December 31, 1998:
For Against Abstain
--- ------- -------
20,775,326 20,338 21,260
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements - Pursuant to Regulation S-X, the
historical audited financial statements for the two most
recent fiscal years and the unaudited financial statements for
the interim period subsequent to the latest balance sheet
presented of the business acquired as described in Item 2
above are hereby incorporated by reference, pursuant to Rule
12b-23, from Medusa's Annual Report on Form 10-K for the year
ended December 31, 1997 and Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1998 as filed with the
Securities and Exchange Commission on March 27, 1998 and April
24, 1998, respectively.
(b) Pro forma financial statements - The pro forma combined
financial statements pursuant to Regulation S-X as described
in response to Item 2 above are hereby incorporated by
reference, pursuant to Rule 12b-23, from the Company's
Registration Statement on Form S-4 (No. 333-49161), as amended
at the time it became effective.
(c) Exhibits - The following documents are filed as exhibits to this
Current Report:
Exhibit
Number Description of Exhibit
*23.1 Consent of Deloitte & Touche LLP, independent auditors for
Medusa Corporation, to the incorporation by reference in
the Company's Current Report on Form 8-K as filed herewith
of the auditors' reports dated January 26, 1998 (March 18,
1998 as to Notes Q and R) contained in the Annual Report
on Form 10-K of Medusa Corporation insofar as such reports
relate to the financial statements and schedules of Medusa
Corporation for the year ended December 31, 1997.
*23.2 Consent of Deloitte & Touche LLP, independent auditors for
Medusa Corporation, to the incorporation by reference
in the Company's Registration Statement No. 33-23328 on
Form S-8, Registration Statement No.33-35011 on Form S-8,
Registration Statement No. 33-45144 on Form S-8 and
Registration Statement No. 33-16517 on Form S-3, of the
auditors' reports dated January 26, 1998 (March 18, 1998
as to Notes Q and R) appearing in the Annual Report on
Form 10-K of Medusa Corporation for the year ended
December 31, 1997.
99.1 Audited financial statements of Medusa Corporation for the
fiscal years ended December 31, 1997 and 1996 -
incorporated by reference from Medusa's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997.
99.2 Unaudited financial statements of Medusa Corporation for
the quarterly periods ended March 31, 1998 and 1997 -
incorporated by reference from Medusa's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1998.
99.3 Pro forma combined balance sheet at March 31, 1998 and pro
forma combined statements of earnings for the three months
ended March 31, 1998 and 1997 and for the years ended
December 31, 1997, 1996 and 1995 - incorporated by
reference from pages F-1 to F-9 in the Company's
Registration Statement on Form S-4 (No. 333-49161), as
amended at the time it became effective.
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* Filed herewith.
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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.
SOUTHDOWN, INC.
(Registrant)
Date: July 15, 1998 By: PATRICK S. BULLARD
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Patrick S. Bullard
Vice President - General Counsel and Secretary
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
*23.1 Consent of Deloitte & Touche LLP, independent auditors for
Medusa Corporation to the incorporation by reference in
the Company's Current Report on Form 8-K as filed herewith
of the auditors' reports dated January 26, 1998 (March 18,
1998 as to Notes Q and R) contained in the Annual Report
on Form 10-K of Medusa Corporation insofar as such reports
relate to the financial statements and schedules of Medusa
Corporation for the year ended December 31, 1997.
*23.2 Consent of Deloitte & Touche LLP, independent auditors for
Medusa Corporation, to the incorporation by reference
in the Company's Registration Statement No. 33-23328 on
Form S-8, Registration Statement No.33-35011 on Form S-8,
Registration Statement No. 33-45144 on Form S-8 and
Registration Statement No. 33-16517 on Form S-3, of the
auditors' reports dated January 26, 1998 (March 18, 1998
as to Notes Q and R) appearing in the Annual Report on
Form 10-K of Medusa Corporation for the year ended
December 31, 1997.
99.1 Audited financial statements of Medusa Corporation for the
fiscal years ended December 31, 1997 and 1996 -
incorporated by reference from Medusa's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997.
99.2 Unaudited financial statements of Medusa Corporation for
the quarterly periods ended March 31, 1998 and 1997 -
incorporated by reference from Medusa's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1998.
99.3 Pro forma combined balance sheet at March 31, 1998 and pro
forma combined statements of earnings for the three months
ended March 31, 1998 and 1997 and for the years ended
December 31, 1997, 1996 and 1995 - incorporated by
reference from pages F-1 to F-9 in the Company's
Registration Statement on Form S-4 (No. 333-49161), as
amended at the time it became effective.
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* Filed herewith.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Form 8-K under the
Securities Exchange Act of 1934 of Southdown, Inc. of our reports dated January
26, 1998 (March 18, 1998 as to Notes Q and R) contained in the Annual Report on
Form 10-K of Medusa Corporation insofar as such reports relate to the financial
statements and schedules of Medusa Corporation for the year ended December 31,
1997.
DELOITTE & TOUCHE LLP
Cleveland, Ohio
July 15, 1998
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Southdown, Inc.'s Registration
Statement No. 33-23328 on Form S-8, Registration Statement No. 33-35011 on Form
S-8, Registration Statement No. 33-45144 on Form S-8 and Registration Statement
No. 33-16517 on Form S-3, of our reports dated January 26, 1998 (March 18, 1998
as to Notes Q and R) appearing in the Annual Report on Form 10-K of Medusa
Corporation for the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
Cleveland, Ohio
July 15, 1998
