<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ ] 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 1-6117
SOUTHDOWN, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
LOUISIANA 72-0296500
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) 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
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 periods 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
----- -----
At July 31, 1998 there were 38.3 million common shares outstanding.
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<PAGE> 2
SOUTHDOWN, INC. AND SUBSIDIARY COMPANIES
INDEX
<TABLE>
<CAPTION>
PAGE
NO.
---
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheet
June 30, 1998 and December 31, 1997 1
Statement of Consolidated Earnings
Three and Six Months ended June 30, 1998 and 1997 2
Statement of Consolidated Cash Flows
Six Months ended June 30, 1998 and 1997 3
Statement of Consolidated Revenues and Operating Earnings
by Business Segment
Three and Six Months ended June 30, 1998 and 1997 4
Statement of Consolidated Shareholders' Equity
Six Months ended June 30, 1998 5
Statement of Consolidated Comprehensive Income
Three and Six Months ended June 30, 1998 and 1997 5
Notes to Consolidated Financial Statements 6
Independent Accountants' Review Report 12
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 22
Item 6. Exhibits and Reports on Form 8-K 23
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SOUTHDOWN, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
(IN MILLIONS)
-------------------------------------
JUNE 30, DECEMBER 31,
1998 1997
------------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 71.1 $ 98.9
Short-term investments -- 4.0
Accounts and notes receivable, less allowance for doubtful
accounts of $6.2 and $5.0 150.0 108.5
Inventories (Note 5) 107.1 97.2
Prepaid expenses and other 14.0 17.6
------------- -------------
342.2
Total current assets 326.2
Property, plant and equipment, less accumulated depreciation,
depletion and amortization of $656.2 and $630.9 799.2 770.2
Goodwill 104.5 116.1
Other long-term assets 67.8 63.7
------------- -------------
$ 1,313.7 $ 1,276.2
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 0.8 $ 13.6
Accounts payable and accrued liabilities 195.7 120.5
------------- -------------
Total current liabilities 196.5 134.1
Long-term debt 167.4 187.0
Deferred income taxes 132.1 127.6
Minority interest in consolidated joint venture 29.2 27.7
Long-term portion of postretirement benefit obligation 94.4 96.1
Other long-term liabilities and deferred credits 27.9 28.8
------------- -------------
647.5 601.3
------------- -------------
Shareholders' equity:
Common stock, $1.25 par value (Note 7) 49.4 51.4
Capital in excess of par value 353.9 352.0
Reinvested earnings 310.5 386.1
Unearned restricted common shares - (8.8)
Currency translation adjustment (1.3) (1.2)
Treasury stock, at cost (46.3) (104.6)
------------- -------------
666.2 674.9
------------- -------------
$ 1,313.7 $ 1,276.2
============= =============
</TABLE>
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<PAGE> 4
SOUTHDOWN, INC. AND SUBSIDIARY COMPANIES
STATEMENT OF CONSOLIDATED EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
(IN MILLIONS, EXCEPT PER SHARE DATA)
--------------------------------------------------------
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- ---------------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues $ 317.7 $ 290.4 $ 542.6 $ 498.6
---------- ---------- ---------- ----------
Costs and expenses:
Operating 192.3 178.8 348.5 331.8
Depreciation, depletion and amortization 19.3 15.5 36.5 30.9
Selling and marketing 7.4 6.0 14.3 12.0
General and administrative 18.4 19.0 36.0 32.5
Acquisition charge (Note 2) 82.9 - 82.9 -
Other income, net (3.3) (1.8) (5.5) (3.7)
---------- ---------- ---------- ----------
317.0 217.5 512.7 403.5
---------- ---------- ---------- ----------
Earnings before interest, income taxes
and minority interest 0.7 72.9 29.9 95.1
Interest, net of amounts capitalized (4.8) (3.2) (9.2) (6.5)
---------- ---------- ---------- ----------
Earnings (loss) before income taxes and minority interest (4.1) 69.7 20.7 88.6
Income tax expense (17.7) (24.0) (26.5) (30.5)
---------- ---------- ---------- ----------
Earnings (loss) before minority interest (21.8) 45.7 (5.8) 58.1
Minority interest, net of income taxes (1.3) (1.3) (1.6) (1.6)
---------- ---------- ---------- ----------
Net earnings (loss) $ (23.1) $ 44.4 $ (7.4) $ 56.5
========== ========== ========== ==========
Dividends on preferred stock (Note 7) $ - $ 1.3 $ - $ 2.5
========== ========== ========== ==========
$ (23.1) $ 43.1 $ (7.4) $ 54.0
Earnings (loss) attributable to common stock
========== ========== ========== ==========
Earnings (loss) per common share:
Basic $ (0.60) $ 1.20 $ (0.19) $ 1.50
========== ========== ========== ==========
Diluted $ (0.60) $ 1.14 $ (0.19) $ 1.44
========== ========== ========== ==========
Average shares outstanding:
Basic 38.1 36.0 38.0 36.1
========== ========== ========== ==========
Diluted 38.1 39.1 38.0 39.2
========== ========== ========== ==========
</TABLE>
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<PAGE> 5
SOUTHDOWN, INC. AND SUBSIDIARY COMPANIES
STATEMENT OF CONSOLIDATED CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
(IN MILLIONS)
--------------------------------------
SIX MONTHS ENDED
JUNE 30,
--------------------------------------
1998 1997
------------- -------------
<S> <C> <C>
Operating activities:
Net earnings (loss) $ (7.4) $ 56.5
Adjustments to reconcile net earnings (loss) to cash
provided by (used in) operating activities:
Depreciation, depletion and amortization 36.5 30.9
Deferred income tax expense 4.5 5.5
Amortization of debt issuance costs 0.4 0.4
Other non-cash charges 8.9 1.8
Changes in operating assets and liabilities 22.1 (34.1)
Other adjustments 1.8 2.1
Net cash used in discontinued operations (0.4) (0.6)
------------- -------------
Net cash provided by operating activities 66.4 62.5
------------- -------------
Investing activities:
Additions to property, plant and equipment (50.1) (51.3)
Acquisitions, net of cash acquired (6.9) (12.8)
Purchase of short-term investments (3.9) (1.1)
Maturity of short-term investments 7.9 11.8
Proceeds from asset sales 2.9 1.8
Other investing activities (0.2) (0.1)
------------- -------------
Net cash used in investing activities (50.3) (51.7)
------------- -------------
Financing activities:
Additions to short-term borrowings - 18.5
Additions to long-term debt 30.9 -
Reductions in long-term debt (63.4) (6.9)
Purchase of treasury stock (0.9) (28.3)
Dividends (9.8) (11.9)
Distributions to minority interest (1.0) (2.0)
Other financing activities 0.3 (2.1)
------------- -------------
Net cash used in financing activities (43.9) (32.7)
------------- -------------
Net decrease in cash and cash equivalents (27.8) (21.9)
Cash and cash equivalents at beginning of period 98.9 70.4
------------- -------------
Cash and cash equivalents at end of period $ 71.1 $ 48.5
============= =============
</TABLE>
Cash payments for income taxes totaled $18.5 million and $19.1 million in
the first half of 1998 and 1997, respectively. Interest paid, net of amounts
capitalized, was $9.5 million and $6.4 million in the six month year-to-date
1998 and 1997 periods, respectively.
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<PAGE> 6
SOUTHDOWN, INC. AND SUBSIDIARY COMPANIES
STATEMENT OF CONSOLIDATED REVENUES AND OPERATING EARNINGS
BY BUSINESS SEGMENT
(UNAUDITED)
<TABLE>
<CAPTION>
(IN MILLIONS)
---------------------------------------------------------
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------- -------------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Contributions to revenues:
Cement
Sales to customers $ 220.9 $ 202.7 $ 367.5 $ 339.1
Freight to customers and other 10.6 11.3 19.4 19.9
---------- ---------- ---------- ----------
Total cement revenues 231.5 214.0 386.9 359.0
Concrete products 61.9 60.3 117.1 118.2
Aggregates 41.8 32.5 70.0 52.9
Intersegment sales (17.5) (16.4) (31.4) (31.5)
---------- ---------- ---------- ----------
$ 317.7 $ 290.4 $ 542.6 $ 498.6
========== ========== ========== ==========
Contributions to earnings before interest, income
taxes and minority interest:
Operating profit
Cement (1) $ 83.4 $ 78.1 $ 119.2 $ 105.9
Concrete products 5.1 1.8 7.4 3.5
Aggregates 7.5 7.1 9.6 8.9
---------- ---------- ---------- ----------
96.0 87.0 136.2 118.3
Corporate overhead (12.4) (14.1) (23.4) (23.2)
Acquisition charge (Note 2) (82.9) - (82.9) -
---------- ---------- ---------- ----------
0.7 72.9 29.9 95.1
========== ========== ========== ==========
</TABLE>
(1) Minority interest in earnings of consolidated joint venture is presented as
a separate line item, net of tax, rather than being deducted as a component of
the cement segment. There have been no material changes in total assets by
segment as disclosed in the December 31, 1997 financial statements. Identifiable
segment assets as of June 30, 1998 are as follows:
<TABLE>
<CAPTION>
(IN MILLIONS)
-------------
JUNE 30, 1998
-------------
<S> <C>
Identifiable assets
Cement $ 862.3
Concrete Products 139.3
Aggregates 126.4
Other 185.7
---------
$ 1,313.7
=========
</TABLE>
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<PAGE> 7
SOUTHDOWN, INC. AND SUBSIDIARY COMPANIES
STATEMENT OF CONSOLIDATED SHAREHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
(IN MILLIONS)
--------------------------------------------------------------------------------------
CUMULATIVE
COMMON STOCK CAPITAL UNEARNED FOREIGN
---------------- IN EXCESS OF REINVESTED RESTRICTED CURRENCY TREASURY
SHARES AMOUNT PAR VALUE EARNINGS COMMON STOCK TRANSLATION STOCK
------ ------ ------------ ---------- ------------ ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1997
as previously reported 24.7 $ 30.9 $ 300.4 $ 199.2 $ - $ - $ (46.3)
Adjustment for pooling of interests 16.4 20.5 51.6 186.9 (8.8) (1.2) (58.3)
----- ------- ------- ------- ------ ------ -------
Balance at December 31, 1997 41.1 51.4 352.0 386.1 (8.8) (1.2) (104.6)
Net loss - - - (7.4) - - -
Foreign currency translation adjustment - - - - - (0.1) -
Dividends paid on common stock - - - (9.8) - - -
Purchase of treasury stock - - - - - - (0.9)
Retirement of Medusa treasury stock
at combination date (1.7) (2.2) - (57.0) - - 59.2
Lapse of restrictions on restricted
common stock - - - - 8.8 - -
Exercise of stock options 0.1 0.2 1.9 (1.4) - - -
----- ------- ------- ------- ------ ------ -------
Balance at June 30, 1998 39.5 $ 49.4 $ 353.9 $ 310.5 $ - $ (1.3) $ (46.3)
===== ======= ======= ======= ====== ====== =======
</TABLE>
SOUTHDOWN, INC. AND SUBSIDIARY COMPANIES
STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
(IN MILLIONS)
-----------------------------------------------------------
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- ------------------------
1998 1997 1998 1997
-------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net income (loss) $ (23.1) $ 44.4 $(7.4) $ 56.5
Foreign currency translation
adjustments, net of tax (0.1) - (0.1) -
--------- --------- --------- ---------
Comprehensive income (loss) $ (23.2) $ 44.4 $(7.5) $ 56.5
======== ========= ========= =========
</TABLE>
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<PAGE> 8
SOUTHDOWN, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION:
The Consolidated Balance Sheet of Southdown, Inc. and subsidiary
companies (the "Company") at June 30, 1998 and the Statements of Consolidated
Earnings, Consolidated Cash Flows, Consolidated Revenues and Operating Earnings
by Business Segment, Consolidated Comprehensive Income and Shareholders' Equity
for the periods indicated herein have been prepared by the Company without
audit. On June 30, 1998, the Company's merger transaction with Medusa
Corporation ("Medusa"), hereinafter included in references to the Company, was
concluded with Medusa becoming a wholly-owned subsidiary of the Company. In
accordance with the pooling of interests method of accounting permitted by
Accounting Principles Board Opinion No. 16 "Business Combinations" ("APB No.
16"), all prior period consolidated financial statements presented have been
restated to provide the combined results of operations, financial position and
cash flows of the Company and Medusa. In addition, the combined financial
results presented include adjustments made to conform the accounting policies of
Medusa to those of the Company.
For interim reporting purposes, Medusa periodically valued inventory on
the basis of predetermined standard cost estimates established by management. At
year end, any difference between the inventory valued at standard cost and
actual cost was charged or credited to cost of goods sold. In addition,
scheduled shutdown and certain other major repair costs that benefited two or
more interim quarters were recorded by Medusa as prepaid assets and amortized
over the remainder of the year. The consolidated balance sheet as of June 30,
1998 and consolidated statement of earnings for the three and six months ended
June 30, 1998 and June 30, 1997, respectively, have been adjusted to conform
Medusa's historical financial statements to the Company's method of reporting
quarterly results based on actual costs rather than a standard cost, to adjust
end of the period inventory to actual cost and to charge all maintenance to
production cost as incurred. At year end, Medusa reported inventories at actual
cost and all prepaid maintenance costs were completely amortized at the end of
each year. Accordingly, the use of different interim cost accounting methods has
no effect on the reported results and the statement of earnings for the year
ended December 31, 1997.
The volumetric increment of Medusa's inventory at June 30, 1998 and
1997 over the beginning inventory was revalued from a standard cost basis to
actual cost in order to properly reflect the end of the period inventory on the
same basis as that of the Company. Because a large percentage of Medusa's
planned annual maintenance shutdowns typically occur in the first half of the
year, Medusa's standard cost was generally significantly lower than actual cost
in the first half of the year. Accordingly, the adjustment from standard cost to
actual cost resulted in an increase in end of period inventory and an additional
charge to cost of goods sold as well as elimination of all deferred shutdown and
maintenance costs.
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<PAGE> 9
The results of operations for the separate companies and the combined
amounts included in the consolidated financial statements are presented below:
<TABLE>
<CAPTION>
(IN MILLIONS)
-----------------------------------------------------------
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- ------------------------
1998 1997 1998 1997
-------- --------- --------- -------
<S> <C> <C> <C> <C>
Revenues
Southdown $ 202.1 $ 187.2 $ 357.9 $ 338.6
Medusa 115.6 103.2 184.7 160.0
-------- -------- -------- -------
Combined $ 317.7 $ 290.4 $ 542.6 $ 498.6
======== ======== ======== =======
Net earnings (loss)
Southdown $ 22.7 $ 25.2 $ 39.2 $ 38.8
Medusa (45.8) 19.2 (46.6) 17.7
-------- -------- -------- -------
Combined $ (23.1) $ 44.4 $ (7.4) $ 56.5
======== ======== ======== =======
</TABLE>
The Consolidated Balance Sheet at December 31, 1997 is derived from the
December 31, 1997 audited financial statements of the Company and Medusa, but
does not include all disclosures required by generally accepted accounting
principles. The unaudited financial statements should be read in conjunction
with the historical consolidated financial statements and the notes thereto of
the Company and Medusa, respectively, included in their 1997 Annual Reports on
Form 10-K.
In the opinion of management, the financial statements reflect all
adjustments necessary for a fair presentation of the financial position, results
of operations and cash flows of the Company on a consolidated basis and all such
adjustments are of a normal recurring nature. The interim statements for the
period ended June 30, 1998 are not necessarily indicative of results to be
expected for the full year. Certain data from the prior year have been
reclassified for purposes of comparison.
NOTE 2 - MEDUSA MERGER:
On June 30, 1998, Medusa merged with a wholly-owned subsidiary of the
Company and each outstanding Medusa common share was converted into the right to
receive .88 shares of Company common stock. Approximately 14.7 million shares of
the Company's common stock were issued for all of the outstanding common stock
of Medusa and, as a result of the merger, Medusa became a wholly-owned
subsidiary of the Company. 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 APB No. 16.
In conjunction with the merger, the Company recorded second quarter
charges to operating expenses totaling $82.9 million ($73.9 million after taxes,
or $1.90 per common share) for direct and other merger related transaction costs
including investment bankers, attorneys, accountants, financial printing,
severance related costs, anticipated closure of duplicate facilities and
incompatible business activities. At June 30, 1998, $70.4 million related to
these charges were classified as current liabilities. Details of the merger
related costs are as follows:
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<PAGE> 10
<TABLE>
<CAPTION>
(IN MILLIONS)
--------------------------------------------------
ACCRUED CURRENT
MERGER AMOUNTS BALANCE
COSTS PAID AT 6/30/98
----------- ----------- ----------
<S> <C> <C> <C>
Merger transaction costs and
professional fees $ 18.4 $ 4.0 $ 14.4
Severance costs 54.3 8.5 45.8
Closure costs 10.2 - 10.2
----------- ----------- ---------
Total $ 82.9 $ 12.5 $ 70.4
=========== =========== =========
</TABLE>
In addition, the Company recorded charges to standardize the accounting
practices of Medusa to those of the Company. A reconciliation of previously
reported Medusa net income for the three and six months ended June 30, 1997 to
adjusted amounts, related primarily to Medusa's use of standard cost as
discussed in Note 1 of Notes to Consolidated Financial Statements, is as
follows:
<TABLE>
<CAPTION>
(IN MILLIONS)
-------------------------------------------
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 1997 JUNE 30, 1997
------------------ ----------------
<S> <C> <C>
Net earnings
Medusa under standard cost $ 18.3 $ 20.1
Conforming accounting adjustment 0.9 (2.4)
--------- ---------
Medusa as adjusted $ 19.2 $ 17.7
========= =========
</TABLE>
Because the use of the standard cost method of valuing inventory
impacts only interim reporting periods, there are no differences in previously
reported Medusa assets and net earnings for the full year ended December 31,
1997.
NOTE 3 - NEW ACCOUNTING STANDARDS:
Effective January 1, 1998, the Company adopted two new Statement of
Financial Accounting Standards: Statement No. 130, "Reporting Comprehensive
Income" ("SFAS No. 130") and Statement No. 131, "Disclosures About Segments of
an Enterprise and Related Information" ("SFAS No. 131"). SFAS No. 130
establishes standards for reporting and displaying comprehensive income and its
components. The Company has elected to report the components of comprehensive
income in a separate Statement of Consolidated Comprehensive Income. SFAS No.
131 establishes standards for the way that public business enterprises report
information about operating segments in interim and annual financial statements.
The Company's reporting of information about its operating segments was in
conformity with SFAS No. 131 prior to the adoption of this new standard. Medusa,
which adopted SFAS No. 131 in 1997, had two reportable segments, cement and
aggregates. In conjunction with the merger, the Company's aggregates operations
(previously included in the concrete products segment) are now included in the
aggregates segment. The adoption of these two new standards has had no material
effect on the Company's consolidated results of operations, financial position,
cash flows or financial statement disclosures.
In February 1998, the Financial Accounting Standard Board ("FASB")
issued Statement No. 132, "Employers' Disclosures about Pensions and Other
Postretirement Benefits" ("SFAS No. 132"). SFAS No. 132, which revises
employers' disclosures about pension and other postretirement benefits, but does
not change the measurement or recognition of those plans, became effective for
periods ending after December 15, 1997. This statement will have no effect on
the Company's 1998 results of operations, but management is currently evaluating
what, if any, additional disclosures may be required in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998.
-8-
<PAGE> 11
In June 1998, the FASB issued Statement No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS No. 133"). SFAS No. 133,
which requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value, is effective for years beginning after June 15, 1999. If certain
conditions are met, a derivative may be specifically designated as a hedging
instrument. The accounting for changes in the fair value of a hedging instrument
(that is gains and losses) depends on the intended use of the derivative and the
resulting designation of that derivative. For a derivative not designated as a
hedging instrument, the gain or loss resulting from a change in the fair value
of the derivative is recognized in earnings in the period of change. The Company
has held no derivative financial instruments during 1997 or 1998.
NOTE 4 - EARNINGS PER SHARE:
In February 1997, the FASB issued Statement No. 128, "Earnings Per
Share" ("SFAS No. 128"). SFAS 128, which simplifies the standards for computing
and presenting earnings per share, became effective for periods ending after
December 15, 1997. Accordingly, earnings per share as previously reported have
been restated to conform to the new standard. Earnings used to compute basic per
share earnings in the six months ended June 30, 1997 were net of preferred stock
dividends of approximately $2.5 million. There is no preferred stock outstanding
in 1998. Basic earnings per share were computed using the average number of
common shares outstanding in each of the six-month periods ending June 30, 1998
and 1997. Diluted earnings for 1998 and 1997 assume the dilutive impact of stock
options and, for 1997, the conversion of all outstanding shares of preferred
stock into common stock.
NOTE 5 - INVENTORIES:
<TABLE>
<CAPTION>
(UNAUDITED, IN MILLIONS)
--------------------------------
JUNE 30, DECEMBER 31,
1998 1997
---------- ------------
<S> <C> <C>
Finished goods $ 34.3 $ 33.6
Work in progress 19.8 10.8
Raw materials 7.6 8.4
Supplies 45.4 44.4
---------- ------------
$ 107.1 $ 97.2
========== ============
</TABLE>
Inventories stated on the LIFO method were $53.8 million of total
inventories at June 30, 1998 and $44.8 million of total inventories at December
31, 1997 compared with current costs of $72.7 million and $63.7 million,
respectively.
NOTE 6 - LONG-TERM DEBT:
On May 14, 1998, the Company amended its revolving credit facility to
permit the (i) merger between a wholly-owned subsidiary of the Company and
Medusa; (ii) assumption of the existing indebtedness of Medusa of up to $100
million; and (iii) guarantee of a $15 million lease obligation associated with
the merger. In addition, the Company also obtained from its bank group a release
of the bank group's liens on the collateral security, including the security
interest in five of the Company's cement plants and the Company's interest in
the Kosmos joint venture. In June 1998, borrowing capacity under Medusa's
unsecured, five-year revolving credit facility was reduced from $180 million to
the $40 million then outstanding. The $40 million was paid off by the Company on
June 30, 1998. There were no
-9-
<PAGE> 12
amounts outstanding on Medusa's unsecured $25 million bank lines of credit at
June 30, 1998. Both Medusa credit facilities were cancelled as of June 30, 1998.
The Company has a $200 million revolving credit facility which matures
in June 2002 and permits the issuance of up to $95 million in standby letters of
credit in lieu of borrowings. As of June 30, 1998, there were no borrowings
outstanding and $67.2 million in letters of credit outstanding under this
facility, leaving $132.8 million available. The revolving credit facility places
limitations on the Company's incurrence of additional indebtedness, but permits
the Company to borrow up to $75 million and certain other amounts from other
lenders. Under the terms of the Company's 10% Senior Subordinated Notes
Indenture (the "Indenture"), the Company may incur up to $255 million of
indebtedness under bank credit facilities, plus $50 million of additional debt
and certain other additional amounts. Under the Indenture, the Company may also
incur indebtedness in addition to those amounts to the extent that its pro forma
consolidated fixed charge coverage ratio (as defined) exceeds 2.25 to 1. As of
June 30, 1998, the Company's consolidated fixed charge coverage ratio was
significantly in excess of that amount, and the restrictions on additional
borrowings in the revolving credit facility generally would be reached prior to
the time covenants in the Indenture placed significant additional restrictions
on the Company's ability to incur debt.
Under the revolving credit facility, the Company must maintain the
following financial ratios: (a) leverage ratio (funded debt compared to
consolidated EBITDA); (b) minimum current ratio (current assets compared to net
current liabilities); and (c) free cash flow ratio (free cash flow compared to
the sum of interest, dividends, current tax provision and current portion of
funded debt). In addition, the Company must maintain a minimum amount of
tangible net worth.
In addition to the financial covenant described above, the Indenture
also contains a limitation on "Purchase Money Obligations" and/or "Capitalized
Lease Obligations" not to exceed $25 million at any one time.
The Company is in compliance with the above-referenced ratios and
covenants.
NOTE 7 - CAPITAL STOCK:
COMMON STOCK
At June 30, 1998, a total of approximately 39.5 shares of common stock
were issued and approximately 38.3 shares of common stock were outstanding. In
conjunction with the Medusa merger, approximately 14.7 million shares of common
stock were issued (see Note 2 of Notes to Consolidated Financial Statements).
PREFERRED STOCK REDEEMABLE AT ISSUER'S OPTION
Series D Preferred Stock - The Company had approximately 1,725,000
shares of Preferred Stock, $2.875 Cumulative Convertible Series D ("Series D
Preferred Stock") outstanding at June 30, 1997. Dividends paid on the Series D
Preferred Stock were approximately $1.3 million and $2.5 million during the
three and six month periods ended June 30, 1997. All of the Series D Preferred
Stock was converted into common stock during the third quarter of 1997.
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<PAGE> 13
NOTE 8 - CONTINGENCIES:
The Company has certain commitments and contingent liabilities incurred
in the ordinary course of business including, among other things, being a named
defendant in lawsuits related to various matters involving personal injury,
contractual indemnifications, environmental remediation, product liability and
employment matters. These various commitments and contingent liabilities, in the
judgment of management, do not involve more than 10% of current assets (which
were $342.2 million and $326.2 million on a consolidated basis as of June 30,
1998 or December 31, 1997, respectively) and will not result in losses which
would materially affect the Company's consolidated financial position. However,
because the Company's results of operations vary considerably with construction
activity and other factors, it is at least reasonably possible that future
charges for contingencies could, depending on their timing and magnitude, have a
material adverse impact on the Company's results of operations or cash flows in
a particular period.
See also Item 2. "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources - Known
Events, Trends and Uncertainties" for a discussion of certain contingencies.
NOTE 9 - REVIEW BY INDEPENDENT ACCOUNTANTS:
The unaudited financial information presented in this report has been
reviewed by the Company's independent public accountants. The review was limited
in scope and did not constitute an audit of the financial information in
accordance with generally accepted auditing standards such as is performed in
the year-end audit of financial statements. The report of Deloitte & Touche LLP
relating to its limited review of the financial information as of June 30, 1998
and for the six months then ended follows.
-11-
<PAGE> 14
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
TO THE SHAREHOLDERS AND
BOARD OF DIRECTORS OF
SOUTHDOWN, INC.
HOUSTON, TEXAS
We have reviewed the accompanying consolidated balance sheet of
Southdown, Inc. and subsidiary companies as of June 30, 1998, and the related
consolidated statements of earnings and cash flows for the six months ended June
30, 1998 and 1997 and the consolidated statement of shareholders' equity for the
six months ended June 30, 1998. These financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of the interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to such financial statements for them to be in conformity
with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet of Southdown, Inc. and
subsidiary companies as of December 31, 1997 and the related consolidated
statements of earnings, shareholders' equity and cash flows for the year then
ended (not presented herein); and in our report dated January 27, 1998, we
expressed an unqualified opinion on those consolidated financial statements. In
our opinion, the information set forth in the accompanying consolidated balance
sheet as of December 31, 1997 is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.
Deloitte & Touche LLP
Houston, Texas
July 22, 1998
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<PAGE> 15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results
of Operations included on pages 17 through 27 and pages 15 through 21,
respectively, of the Company's and Medusa's Annual Reports on Form 10-K for the
year ended December 31, 1997 should be read in conjunction with the discussion
contained herein.
RESULTS OF OPERATIONS
CONSOLIDATED SECOND QUARTER RESULTS
The net loss for the second quarter of 1998 was $23.1 million, $0.60
per share on a diluted basis, compared with $44.4 million, $1.14 per share, in
net earnings for the prior year quarter. Included in the second quarter of 1998
were $82.9 million in merger related transaction costs ($73.9 million after
taxes, or $1.90 per share) incurred in conjunction with the previously reported
merger with Medusa.
Consolidated revenues in the second quarter of 1998 increased 9% over
the same period of the prior year, primarily because of improved sales prices in
the Cement segment and the inclusion of new aggregates facilities acquired in
late 1997 and early 1998. Excluding the one-time transaction charges, operating
earnings for the quarter ended June 30, 1998 improved 15% over operating
earnings for the same quarter of 1997. All three operating segments showed
quarter-over-quarter improvements and corporate overhead costs dropped 12%
between the two periods. In absolute dollars, the cement segment showed the
largest improvement, rising 7% to $83.4 million in operating earnings for the
second quarter of 1998 compared with $78.1 million in the comparable 1997
quarter. The concrete products segment, excluding gains on sales of surplus
California real estate, showed the largest percentage improvement, increasing to
$3.7 million in operating earnings (excluding real estate gains) compared with
$1.8 million in operating earnings in the second quarter of 1997 which had no
gains from real estate sales. The aggregates segment had a more modest
improvement, rising almost 6% to $7.5 million in operating earnings for the June
1998 quarter compared with $7.1 million in the June 1997 quarter.
Corporate overhead expenses were lower in the second quarter of 1998
than in the comparable 1997 period primarily because the 1997 period includes
higher compensation-related expenses in connection with Medusa's restricted
stock plan. Higher interest expense in the June 1998 quarter compared with the
June 1997 quarter reflects higher Medusa 1998 borrowings prior to the merger and
lower 1998 capitalized interest.
Because of the non-deductibility for tax purposes of the majority of
the merger related transaction costs incurred in the second quarter of 1998, the
effective tax rates for the three month and six-month periods ended June 30,
1998 are far in excess of the federal statutory tax rate and the effective rate
of the comparable prior year periods which approximated the federal statutory
tax rate. The effective tax rate for the remainder of 1998 should decline as the
relative impact of the non-deductible transaction costs becomes smaller compared
with the cumulative year-to-date results of operations.
CONSOLIDATED YEAR-TO-DATE RESULTS
Consolidated year-to-date revenues and earnings for the comparable
six-month periods showed a trend similar to that of the three-month periods. For
the six months, cement segment operating earnings
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<PAGE> 16
increased $13.3 million, or almost 13%, in 1998 compared with 1997; the concrete
products segment more than doubled to $7.4 million in 1998 from $3.5 million
earned in the 1997 period and the aggregates segment increased $700,000 or
almost 8% from 1998 to 1997. Year-to-date corporate overhead was virtually
unchanged, at slightly over $23 million for both years. Year-to-date interest
expense for 1998 was higher than the 1997 year-to-date period, for the reasons
previously discussed.
SEGMENT OPERATING EARNINGS
CEMENT
Second Quarter - For the second quarter of 1998 compared with the same
period of the prior year, a 5% increase in average cement prices and a 3%
improvement in cement tonnage shipped resulted in a 7% increase in cement
segment operating earnings, despite an increase in cement production costs. The
higher production costs were the result of a variety of factors including
unscheduled maintenance and repair costs and an additional $1.6 million charge
to increase the accrual for cement kiln dust remediation at the Charlevoix,
Michigan cement plant.
Year-to-Date - For the first half of 1998, cement segment revenues
increased 8% compared with the same period of the prior year while cement
segment operating earnings improved 13% over the first six months of 1997.
Cement sales volumes and average sales prices increased 3% and 6%, respectively,
in the 1998 six-month period compared with the prior year six-month period.
Sales volumes, average unit sales price and cost data and unit
operating profit margins relating to the Company's cement plant operations
appear in the following table:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------- ---------------------------
1998 1997 1998 1997
--------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Tons of cement sold (thousands) 3,036 2,937 5,131 4,994
========= ========= ========= =========
Weighted average per ton data:
Sales price (net of freight to customers) $ 72.76 $ 69.01 $ 71.64 $ 67.88
Manufacturing and other plant
operating costs(1) 45.63 43.03 48.81 47.15
--------- ---------- --------- ----------
Margin $ 27.13 $ 25.98 $ 22.83 $ 20.73
========= ========== ========= ==========
</TABLE>
- --------------
(1) Includes fixed and variable manufacturing costs, cost of purchased cement,
selling expenses, plant general and administrative costs, other plant
overhead and miscellaneous costs.
CONCRETE PRODUCTS
Second Quarter - Revenues for the concrete products segment increased
to $61.9 million for the second quarter of 1998 compared with revenues of $60.3
million for the same 1997 period. Sales volumes for the concrete products
segment were flat quarter-to-quarter, but average sales prices were almost 4%
higher in the 1998 quarter compared with the prior year quarter. The concrete
segment achieved a significant improvement in second quarter 1998 operating
earnings of $5.1 million compared with $1.8 million the prior year quarter. The
earnings increase related to pricing improvement in the Florida market and a
$1.4 million gain on the sale of excess property in California, as well as
reduced operating costs in the California operations.
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<PAGE> 17
Year-to-Date - For the comparable six-month periods, 1998 concrete
products sales volumes were 5% lower than the prior year, but this decline was
offset by a 5% improvement of average sales prices. Concrete products revenues
for the comparable six-month periods were flat.
Sales volumes, average unit sales price and cost data and unit
operating profit margins relating to the Company's sales of ready-mixed concrete
appear in the following table:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------- --------------------------
1998 1997 1998 1997
--------- ---------- --------- ---------
<S> <C> <C> <C> <C>
Cubic yards of ready-mixed concrete
sold (thousands) 926 926 1,733 1,830
========= ========= ========= =========
Weighted average per cubic yard data:
Sales price $ 57.21 $ 55.26 $ 57.34 $ 54.59
Operating costs(1)(2) 54.08 54.39 54.83 53.64
--------- ---------- --------- ---------
Margin(3) $ 3.13 $ 0.87 $ 2.51 $ 0.95
========= ========== ========= =========
</TABLE>
- --------------
(1) Includes variable and fixed plant costs, delivery, selling, general and
administrative and miscellaneous operating costs.
(2) Excludes a $1.4 million gain from the sale of surplus real estate for the
three and six month periods ended June 30, 1998.
(3) Does not include concrete block and other related products which totaled
$0.9 million operating earnings for the three-month periods ended June 30,
1998 and 1997, respectively, and $1.7 million of operating earnings in the
year-to-date 1998 and 1997 periods, respectively.
AGGREGATES
Second Quarter and Year-to-Date - Specialty aggregates operations at
Castlewood, Virginia and Lee, Massachusetts were acquired in August and October
1997, respectively. Accordingly, aggregates sales revenues, volumes and prices
in 1998 benefited in both the quarter and year-to-date periods as a result of
the contributions of these two additional operations which were not present in
the prior year periods. Revenues for the aggregates segment increased 29% and
32% for the 1998 three and six-month periods, respectively, compared with the
same 1997 periods. Operating earnings for the aggregates segment increased to
$7.5 million in the second quarter and $9.6 million in the current year-to-date
period primarily as a result of the inclusion of the new facilities. Wet weather
conditions throughout the Company's midwest and northeastern marketing areas had
an adverse impact on second quarter shipments in both construction aggregates
and lawn and garden products.
Sales volumes, average unit sales price and cost data and unit operating
profit margins relating to the Company's aggregates operations appear in the
following table:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------- ---------------------------
1998 1997 1998 1997
--------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Tons of aggregates sold (thousands) 3,020 2,864 5,052 4,768
========= ========= ========= =========
Weighted average per ton data:
Sales price $ 9.97 $ 7.93 $ 9.97 $ 7.82
Operating costs(1) 7.73 5.59 8.15 5.97
--------- ---------- --------- ----------
Margin $ 2.24 $ 2.34 $ 1.82 $ 1.85
========= ========== ========= ==========
</TABLE>
- --------------
(1) Includes variable and fixed plant costs, delivery, selling, general and
administrative and miscellaneous operating costs.
-15-
<PAGE> 18
CORPORATE
Second Quarter and Year-to-Date - Corporate overhead expenses declined
in the second quarter of 1998 by $1.7 million as previously discussed, but were
essentially flat for the six-month period compared with last year. Included in
corporate overhead is interest income in the second quarter of 1998 of $1.2
million compared with $433,000 in the prior year quarter and $2.3 million of
interest income in the 1998 six-month period compared with $1.1 million in the
1997 year-to-date period.
LIQUIDITY AND CAPITAL RESOURCES
The Company generated $66.4 million in cash provided by operating
activities for the six months ended June 30, 1998, comparable to the $62.5
million in cash generated by operating activities in the 1997 period. The large
decrease in cash caused by the net loss incurred in the 1998 period was offset
by the related large increase in accrued liabilities, both of which being the
result of the one-time Medusa acquisition charge. The Company has used these
1998 operating cash flows, plus existing cash and short-term investment
balances, to fund (i) $57.0 million of capital additions primarily related to
several expansion/cost reduction projects in the Cement segment as well as a
small aggregates acquisition; (ii) a $32.5 million net reduction in long-term
debt; (iii) $9.8 million of dividends on common stock; (iv) $4.0 million in
transaction costs related to the Medusa merger; and (v) all working capital
requirements. Internally generated cash flows during the six months of 1997 were
utilized to (i) invest approximately $64.1 million in property, plant and
equipment and in acquisitions of minerals operations; (ii) repurchase $28.3
million in common stock of the Company; (iii) fund working capital requirements;
and (iv) pay $11.9 million of dividends on capital stock.
The Company's $200 million revolving credit facility matures in June
2002. The terms of the facility permit the issuance of standby letters of credit
up to a maximum of $95 million in lieu of borrowings. In connection with the
Medusa merger, the Company in May 1998 modified its revolving credit agreement
to permit (i) the merger between a wholly owned subsidiary of the Company and
Medusa; (ii) the assumption of the existing indebtedness of Medusa of up to $100
million; and (iii) the guarantee of a $15 million lease obligation associated
with the Medusa merger. In addition, the Company also obtained a release of the
bank group's liens on the collateral security, including the security interest
in five of the Company's cement plants and the Company's interest in the Kosmos
joint venture. At June 30, 1998, there were no borrowings and $67.2 million in
letters of credit outstanding under the revolving credit facility, leaving
$132.8 million of unused capacity. The Company is in compliance with the
financial ratios and covenants contained in the revolving credit agreement and
the 10% Senior Subordinated Notes Indenture.
CHANGES IN FINANCIAL CONDITION
The change in the financial condition of the Company between December
31, 1997 and June 30, 1998 reflected the utilization of internally generated
cash flow during the period to fund capital expenditures, long-term debt
reduction, working capital requirements and capital stock dividends. Accounts
and notes receivable increased primarily because of the strong sales activity
occurring in June 1998 relative to lower December 1997 sales. The increase in
inventories as a result of improved manufacturing performance relative to sales
volume reflected the typical build-up of cement inventories during the second
quarter of the year. Prepaid expenses and other decreased because of payments
made by the Voluntary Employee Beneficiary Association to fund employee health
care costs. The increase in accounts payable
-16-
<PAGE> 19
and accrued liabilities reflects the one-time Medusa acquisition charge.
Long-term debt decreased because the Company paid off notes payable to third
parties.
KNOWN EVENTS, TRENDS AND UNCERTAINTIES
Environmental Matters - The Company is subject to a wide range of
federal, state and local laws, regulations and ordinances pertaining to the
protection of the environment. These laws regulate water discharges and air
emissions, as well as the handling, use and disposal of hazardous and
non-hazardous waste materials. These laws also create joint and several
liability for the cost of cleaning up or correcting releases to the environment
of designated hazardous substances which may, as a result, require the Company
to remove or mitigate the environmental effects of the disposal or release of
certain substances at the Company's various operating facilities or elsewhere.
Several of the Company's previously and currently owned facilities have
become the subject of various local, state or federal environmental proceedings
and inquiries. While some of these matters have been settled, others are in
their preliminary stages and final results may not be determined for years.
Based on the information developed to date, which is not complete, the Company
does not believe it will be required to spend significant sums on these matters
in excess of the amounts already provided for in the Company's financial
statements. However, until all environmental studies, investigations,
remediation work and negotiations with or litigation against potential sources
of recovery have been completed, it is impossible to determine the ultimate cost
that might be incurred by the Company to resolve these environmental matters.
Industrial operations have been conducted at the Company's cement
manufacturing facilities for many years. In the past, in accordance with
industry practice, the Company disposed of various materials used in its cement
manufacturing and concrete products operations in onsite and offsite facilities.
Some of these materials today may be classified as hazardous substances. Most
manufacturing plants in the industry have typically disposed of cement kiln dust
("CKD"), a by-product of the cement manufacturing process, in and around their
respective plant sites since the inception of cement manufacturing operations.
CKD is currently excluded from regulation as hazardous waste. Although the U.S.
Environmental Protection Agency ("U.S. EPA") in a 1995 decision determined
further regulation of CKD was necessary, the agency stated that it (i) found no
evidence of risks associated with the use of cement products and (ii) believes
most secondary uses of CKD do not present significant risks to people or the
environment. The U.S. EPA has initiated a rulemaking process in order to develop
specially tailored CKD management standards, and it is estimated that the new
standards for CKD will be proposed in late 1998. These CKD standards may require
the cement industry to develop new methods for handling this high volume, low
toxicity waste.
Despite CKDs exclusion from regulation as a hazardous waste, CKD that
is infused with water may produce a leachate with an alkalinity high enough to
be classified as hazardous and may also leach certain hazardous trace metals
present therein. The Company is presently aware of two CKD sites in the vicinity
of its Ohio cement plant and one site in the vicinity of its Michigan cement
plant from which there has been an alleged discharge of pollutants. With respect
to the Ohio sites, the Company has previously recorded remediation charges
aggregating approximately $13 million relating to one site where leaching
occurred and is involved in litigation with a private party over the other site,
but believes it has no liability in the matter.
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<PAGE> 20
With respect to the Michigan plant, the Company presently is working
with a consultant and the Michigan Department of Environmental Quality ("MDEQ")
on the construction of a new on-site CKD landfill. The Company is also
investigating potential contamination associated with past disposal of CKD at
nine separate CKD piles identified on-site. During 1997, the Company proposed
construction of a new landfill for the disposal of CKD generated in the future
and for the disposal of two CKD piles. This landfill would also be constructed
to cover a third existing CKD pile and to serve as a cap and remedy for that CKD
pile. MDEQ gave final approval in April 1998 for construction of this landfill
which the Company estimates will cost in excess of $2 million. The Company has
also submitted plans to MDEQ concerning the remediation of the other six
identified CKD piles. These plans are currently under review by MDEQ. Total
costs associated with these plans are estimated to be in the range of $4 million
to $9 million. In the fourth quarter of 1997, the Company accrued $3.6 million
related to various non-capital costs associated with the nine CKD piles. As a
result of further investigative work, the Company accrued an additional $1.6
million in CKD remediation costs in June 1998, based on the most current
information available. The Company is unable to determine when and if the
various remediation proposals will be approved by MDEQ and therefore is unable
to ascertain the timing and the ultimate cost to resolve these issues.
The Company has been required by the California EPA to investigate the
status of two CKD disposal sites at the Company's California cement plant. The
initial phase of the investigation showed no groundwater impact at one site, but
the Company is continuing to monitor the site. There is little likelihood of
groundwater contamination at the second California site because of the great
depth to groundwater aquifers. The Company has also been required to investigate
potential groundwater impact associated with a former on-site landfill at its
Company's Georgia cement plant. Groundwater monitoring at this plant is in its
initial phase and, although monitoring will continue, the results to date were
not indicative of releases from the landfill. No substantial investigative work
has been undertaken at the Company's other CKD disposal sites because there have
been no indications of contamination at these sites.
Amendments to the Clean Air Act in 1990 provided comprehensive federal
regulation of various sources of air pollution, and established a new federal
operating permit and fee program for virtually all manufacturing operations. The
Clean Air Act Amendments may result in increased capital and operational
expenses for the Company in the future, the amounts of which are not presently
determinable. In addition, the U.S. EPA is developing air toxics regulations for
a broad spectrum of industrial sectors, including portland cement manufacturing.
The U.S. EPA has indicated that the new maximum available control technology
standards could require significant reduction of air pollutants below existing
levels prevalent in the industry. Management has no reason to believe, however,
that these new standards and any related costs would place the Company at a
disadvantage with respect to its competitors.
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<PAGE> 21
The Company currently operates two cement plants (Wampum, Pennsylvania
and Demopolis, Alabama) that use as one fuel source waste-derived liquid fuels
("WDLF"). The use of WDLF is subject to emission limits and other requirements
under the Resource Conservation and Recovery Act ("RCRA") and the Boiler and
Industrial Furnaces ("BIF") regulations promulgated under RCRA. The BIF
regulations are applicable to plants operating under "interim status" during the
RCRA Part B permitting process. The BIF regulations are extremely complex, and
certain provisions have been subject to varying interpretations. Pursuant to the
BIF regulations, the Company is required to perform periodic BIF compliance
tests and submit certificates of compliance which are subject to monitoring and
review by the U.S. EPA. The Company believes its certificates of compliance are
substantially in compliance with the BIF regulations. However, there can be no
assurance that upon the U.S. EPA's review of the submissions, the U.S. EPA would
concur with the Company and not require a new BIF test or levy fines for
non-compliance.
After a comprehensive evaluation of all aspects of using WDLF, it has
been determined that the practice is incompatible with the existing cement
operations and the objectives of the Company. Accordingly, the Company intends
to cease burning WDLF as soon as practicable and to burn other fuels
exclusively. Environmental regulations require plants that have utilized WDLF to
conduct specified "closure procedures" once the use of such fuels ceases. The
Company anticipates it will have completed closure procedures at both plants
within 12 months from the date of the Medusa merger. Accordingly, the Company
has included a charge of $2.2 million under the caption Acquisition Charge
related to the decision to exit these incompatible business activities. The
charge includes the estimated cost of the closure procedure and the writedown of
the assets utilized in the WDLF handling.
The Company's Wampum, Pennsylvania cement plant has received four
Notices of Violation ("NOVs") from the U.S. EPA, Region III alleging certain air
emission violations. U.S. EPA has referred these NOVs to the U.S. Department of
Justice ("DOJ") for potential civil enforcement. Two of the NOVs, one issued in
May 1997 and another issued in July 1998, allege opacity and fugitive emissions
violations of Pennsylvania law and assert that the provisions are federally
enforceable. The two remaining NOVs, one issued in February 1998 and a second
July 1998 NOV, allege opacity violations related to the plant's state operating
permit provisions for burning WDLF, and also assert that these provisions are
federally enforceable. The Company is seeking to resolve these matters. Company
official met with the U.S. EPA and DOJ to discuss certain future compliance
initiatives, potential fines and other methods to resolve these matters.
Notably, the Company has already paid penalties in excess of $200,000 to the
Pennsylvania Department of Environmental Protection for the violations alleged
in the May 27, 1997 and first July 1998 NOVs. In addition, the Company has made
equipment and other upgrades and adjustments at an estimated cost of $2.5
million to address opacity and fugitive emission issues. The Company is
assessing its legal arguments and defenses and other mitigating factors and,
therefore, is unable at this time to predict the ultimate liability that may be
associated with these matters.
In April 1998, the Company entered into a Consent Order with the U.S.
EPA under which the Company is required to undertake confirmatory sampling at
six of the seven areas identified by the U.S. EPA as "solid waste management
units" ("SWMUs") at the Kosmosdale cement plant. Should the sampling indicate
that no hazardous constituents of concern are at the SWMUs or that there does
not appear to be a threat to human health or the environment from such
constituents, the U.S. EPA will provide a "no further action determination." If
hazardous constituents are present at levels of concern at any of the SWMUs, the
Consent Order provides a mechanism under which the U.S. EPA can require in-depth
investigation and an analysis of whether remediation is necessary at any such
SWMUs. However, the Consent Order itself does not require remediation or provide
a mechanism for remediation or require any
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<PAGE> 22
payment by the Company to the U.S. EPA. At this juncture, there is no basis for
determining the likelihood of a material contingency arising from this matter.
Aggregates Acquisitions - During 1997, the Company assumed $6.6 million
in estimated environmental liabilities related to three aggregates acquisitions.
The liabilities relate to estimated environmental cleanup, containment and
compliance matters including waste lime, coal ash and kiln brick issues, wetland
considerations, underground and above ground storage tank removal and other
environmental matters related to the acquired properties.
Import Competition - In response to the surge of unfairly priced
imports, groups of U.S. industry participants, including the Company, filed
antidumping petitions in 1989 against imports from Mexico and, in subsequent
years, against imports from Japan and Venezuela. Based upon affirmative final
determinations of the International Trade Commission and the Department of
Commerce ("DOC"), an antidumping order was imposed against Mexican cement and
clinker in 1990 and against Japanese cement and clinker in 1991. In addition, in
February 1992, the DOC suspended antidumping and countervailing duty
investigations of cement and clinker from Venezuela, based upon (i) the
Venezuelan cement producers' agreement to revise their prices to eliminate the
dumping of gray portland cement and clinker from Venezuela into the U.S. and
(ii) the Venezuelan government's agreement not to subsidize the Venezuelan
cement producers. Legislation passed by the U.S. Congress in December 1994
requires the initiation of "sunset" reviews of the antidumping orders prior to
January 2000 to determine whether these antidumping orders and the suspension
agreement should terminate or remain in effect.
A substantial reduction or elimination of the existing antidumping
duties as a result of adverse rulings on appeals, future administrative reviews,
sunset reviews, currency devaluation or any other reason, or an influx of
low-priced cement from countries not subject to antidumping orders, could
materially adversely affect the Company's results of operations. U.S. imports of
foreign cement began to increase in the mid-1990's as U.S. cement consumption
began its recovery. The Portland Cement Association has estimated that imports
represented approximately 18% of U.S. consumption in 1997 as compared with
approximately 16% in both 1996 and 1995. During this recent period of strong
demand, however, and as a result of outstanding antidumping orders and the
suspension agreement, the prices of cement imports have risen. Unlike the
imports during the 1980's, most of the current imports have played a
supplementary rather than a disruptive role.
Year 2000 Compliance - The Company, like most entities relying on
automated data processing, is faced with the task of modifying systems to become
Year 2000 compliant. To determine the Company's current exposure, corporate
personnel, along with an outside consulting firm specializing in Year 2000
problems, conducted a formal assessment to quantify the task of becoming
compliant. Based on the information available to date, the Company estimates the
incremental cost to achieve Year 2000 compliance will be approximately $1.5
million to $2.0 million over the cost of normal software upgrades and
replacements during 1998 and 1999. The costs of achieving Year 2000 compliance
will be charged against earnings as incurred. No assurances can be given,
however, that these estimates and total Year 2000 compliance can be achieved;
and actual results could differ materially from the Company's plans. Specific
factors that might cause material differences include, but are not limited to,
the availability and cost of personnel trained in this area, the ability to
identify and correct all relevant computer codes, and the significant degree of
interdependence with third party suppliers, service providers and customers.
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<PAGE> 23
Kosmos Joint Venture Severance Tax Audit - In late 1997, the State of
Kentucky proposed a deficiency assessment against Kosmos Cement Company
("Kosmos"), a partnership operated and 75% owned by the Company, for severance
tax payments related to limestone mined at the Kosmosdale cement plant. The
total assessment, which is being contested by Kosmos, is approximately $3.7
million, including penalty and interest. A substantial portion of the severance
tax relates to limestone mined specifically for use by a local electric utility
company which is contractually liable for severance taxes on limestone provided
to it under a processing and supply agreement. A preliminary meeting was held
with the Kentucky Revenue Cabinet in January 1998 to discuss the disputed
assessments. Discussions are still in the preliminary stages, however, and the
Company is unable to evaluate whether an unfavorable outcome is either probable
or remote. For the amounts not paid by the local electric utility, the Company
would indirectly bear 75% of any settlement and legal costs through its
ownership interest in Kosmos.
Claims for Indemnification - The Company has been notified by Energy
Development Corporation ("EDC"), the 1989 purchaser of the Company's then oil
and gas subsidiary, Pelto Oil Company ("Pelto"), that EDC was exercising its
indemnification rights under the 1989 stock purchase for Pelto with respect to
orders issued by the Mineral Management Service ("MMS") of the Department of the
Interior ("DOI") asserting that two separate gas contract settlement payments
made to Pelto prior to its purchase by EDC were royalty bearing. By letter dated
March 10, 1998, the MMS advised that it was withdrawing its royalty claim in the
amount of $1.35 million on one of the settlement payments, without prejudice to
possible reassertion at a later date, as a result of an injunction issued in
July 1997 in favor of the current owner of Pelto. The Company also disagrees
with MMS' preliminary determinations of royalty underpayment, in an amount
unspecified, on the second gas contract settlement payment of $5.9 million.
However, if the determinations as to the payments to Pelto are ultimately
upheld, the Company could have liability for royalties, plus late payment
charges which amounts are not currently determinable. Such expenditures would
result in a charge to discontinued operations.
Discontinued Environmental Services Segment - Although a few courts
have held that indemnification for such environmental liabilities is
unenforceable, the Company has both given environmental and other
indemnifications to and received environmental and other indemnifications from
others for properties previously owned. No estimate of the extent of
contamination, remediation cost or recoverability of cost from prior owners, if
any, is presently available regarding these discontinued operations.
In late 1994 and the first quarter of 1995, the Company became aware of
the historic soil and groundwater contamination at its former Allworth, Alabama
hazardous waste processing facility. Although the Company conveyed the Allworth
facility to Nortru, Inc. in April 1995, the Company retained existing liability
relating to soil and groundwater contamination at the facility and agreed to
remediate the contamination to the extent required by law.
The Company has undertaken the first phase of investigation of the
contamination at the facility, through a qualified consultant and preliminary
reports indicate that there is some contamination of the groundwater. The
Company's consultant has not yet determined the scope of the contamination, nor
has it been determined whether any cleanup will be required. Accordingly, it is
not possible to determine if the Company's loss exposure is material. The
Company has files a lawsuit against the former owner of the facility. The claims
against the prior owner and other potentially responsible parties could
significantly reduce or eliminate the Company's loss exposure.
-21-
<PAGE> 24
Other - In addition to those matters separately disclosed above, the
Company has incurred in the ordinary course of business certain other
commitments and contingent liabilities including, among other things, being a
named defendant in lawsuits related to various matters involving personal
injury, contractual indemnifications, environmental remediation, product
liability and employment matters. These various commitments and contingent
liabilities, in the judgment of management, do not involve more than 10% of
current assets and will not result in losses which would materially affect its
consolidated financial position. However, because the Company's results of
operations vary considerably with construction activity and other factors, it is
at least reasonably possible that future charges for contingencies could,
depending on their timing and magnitude, have a material adverse impact on the
Company's results of operations or cash flows in a particular period.
Disclosure Regarding Forward Looking Statements - This document
includes forward looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These statements are based on current expectations,
estimates and projections about the general economy and the Company's lines of
business and are generally identifiable by statements containing words such as
"expects," "believes," "anticipates," "estimates" or similar expressions.
Statements related to future performance involve certain assumptions, risks and
uncertainties, many of which are beyond the control of the Company, and cannot
be guaranteed. Although the Company believes that the expectations reflected in
such forward looking statements are based upon reasonable assumptions, it can
give no assurance that its expectations will be achieved. Important factors that
could cause actual results to differ materially from the Company's expectations
include, among others, foreign and domestic price competition, the loss or
material adverse modification of existing antidumping orders, cost
effectiveness, changes in environmental regulation, and general economic and
market conditions such as interest rates, the availability of capital and the
cyclical nature of the construction industry. The reader is cautioned to
consider such disclosures in conjunction with the forward looking statements
included herein ("Cautionary Disclosures"). Subsequent written and oral forward
looking statements attributable to the Company or persons acting on its behalf
are expressly qualified in their entirety by reference to these Cautionary
Disclosures.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the ordinary course of business, the Company may from time-to-time
be a named defendant in lawsuits related to various matters including personal
injury, contractual indemnifications, environmental remediation, product
liability and employment matters. Based on the information developed to date and
advice of outside counsel, the Company is of the opinion the liability related
to these lawsuits individually or in the aggregate, if any, will not materially
exceed the amounts accrued on the Company's books as of June 30, 1998 and will
have no material adverse effect on the consolidated financial position of the
Company.
(a) The information appearing under "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources - Known Events, Trends and Uncertainties Environmental
Matters" is incorporated hereunder by reference, pursuant to Rule 12b-23.
-22-
<PAGE> 25
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
11 Statement of Computation of Per Share Earnings
15 Independent Accountants' Letter re Unaudited Interim
Financial Information
27.1 Financial Data Schedule - Six months ended June 30,
1998 and Restated Financial Data Schedule for the
quarterly period ended March 31, 1998
27.2 Financial Data Schedule - Restated Financial Data Schedule
for the quarterly periods ended March 31 and June 30,
1997, respectively
27.3 Financial Data Schedule - Restated Financial Data Schedule
for the quarterly periods ended March 31 and June 30,
1996, respectively
27.4 Financial Data Schedule - Restated Financial Data Schedule
for the years ended December 31, 1996 and 1997,
respectively
99.1 Amendment Number Four to the Third Amended and Restated
Credit Agreement, dated as of August 6, 1997, among the
Company, Wells Fargo Bank, N.A.; Societe Generale,
Southwest Agency; The Bank of Nova Scotia; Credit Suisse
First Boston; Credit Agricole Indosuez; an affiliate of
Canadian Imperial Bank of Commerce; Bank Paribas and
BankBoston, N.A.
99.2 Agreement dated May 1, 1998 by and between the Company and
the Cement, Lime, Gypsum and Allied Workers Division,
International Brotherhood of Boilermakers, Iron Builders,
Blacksmiths, Forgers and Helpers, AFL-CIO, Local Union D23
99.3 Agreement dated May 1, 1998 by and between the Company and
the Cement, Lime, Gypsum and Allied Workers Division,
International Brotherhood of Boilermakers, Iron Builders,
Blacksmiths, Forgers and Helpers, AFL-CIO, Local Union
D480
99.4 Agreement dated March 1,1998 by and between the Company
and the International Brotherhood of Boilermakers,
Cement, Lime, Gypsum and Allied Workers Division, Local
Lodge D-357
(b) Reports on Form 8-K
On April 10, 1998, the Company filed a Current Report on Form 8-K/A
reporting certain changes to the Merger Agreement between the Company and Medusa
Corporation.
On June 18, 1998, an Item 5 Current Report on Form 8-K was filed
reporting the June 2, 1998 resignation of Ronald Tutor from the Board of
Directors of the Company.
On July 15, 1998, the Company filed a Current Report on Form 8-K
reporting the conclusion of the previously reported merger transaction with
Medusa Corporation and the results of matters submitted to a vote of the
shareholders of the Company at its Annual Meeting on June 19, 1998.
-23-
<PAGE> 26
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: August 14, 1998 By: DENNIS M. THIES
------------------------------------
Dennis M. Thies
Executive Vice President-Finance
and Chief Financial Officer
(Principal Financial Officer)
Date: August 14 , 1998 By: ALLAN KORSAKOV
Allan Korsakov
Vice President and Corporate Controller
(Principal Accounting Officer)
-24-
<PAGE> 1
Exhibit 11
SOUTHDOWN, INC. AND SUBSIDIARIES
STATEMENT OF COMPUTATION OF PER SHARE EARNINGS
(In millions, except per share amounts - Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Earnings (loss) for basic earnings per share:
Net earnings (loss) before preferred stock dividends $ (23.1) $ 44.4 $ (7.4) $ 56.5
Preferred stock dividends -- (1.3) -- (2.5)
-------- -------- -------- --------
Net earnings (loss) for basic earnings per share $ (23.1) $ 43.1 $ (7.4) $ 54.0
======== ======== ======== ========
Earnings (loss) for diluted earnings per share $ (23.1) $ 44.4 $ (7.4) $ 56.5
======== ======== ======== ========
Average outstanding common shares for basic
earnings per share 38.1 36.0 38.0 36.1
Other potentially dilutive securities:
- common stock equivalents from assumed
exercise of stock options 0.8 0.5 0.8 0.5
- assumed conversion of the Series D convertible
preferred stock at 1.51 shares of common stock -- 2.6 -- 2.6
-------- -------- -------- --------
Total for diluted earnings per share 38.9 39.1 38.8 39.2
Less: Antidulutive stock options (0.8) -- (0.8) --
-------- -------- -------- --------
38.1 39.1 38.0 39.2
-------- -------- -------- --------
Earnings (loss) per share:
Basic $ (0.60) $ 1.20 $ (0.19) $ 1.50
======== ======== ======== ========
Diluted $ (0.60) $ 1.14 $ (0.19) $ 1.44
======== ======== ======== ========
</TABLE>
<PAGE> 1
EXHIBIT 15
August 13, 1998
Southdown, Inc.
1200 Smith Street, Suite 2400
Houston, Texas 77002
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of Southdown, Inc. and subsidiary companies for the periods ended
June 30, 1998 and 1997, as indicated in our report dated July 22, 1998.
Because we did not perform an audit, we expressed no opinion on that
information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 is
incorporated by reference in Registration Statement No. 33-23328, Registration
Statement No. 33- 35011, Registration Statement No. 33-45144, Registration
Statement No. 33-26529, Registration Statement No. 33-26523 and Registration
Statement No. 333-59349, all on Form S-8 and Registration Statement No.
33-16517 on Form S-3.
We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statements prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
DELOITTE & TOUCHE LLP
Houston, Texas
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS RESTATED SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 1998 AND THE RELATED
STATEMENT OF CONSOLIDATED EARNINGS RESTATED TO REFLECT THE SECOND QUARTER 1998
MERGER TRANSACTION BETWEEN SOUTHDOWN INC. AND MEDUSA CORPORATION. THE SCHEDULE
ALSO CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S
CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1998 AND THE RELATED STATEMENT OF
CONSOLIDATED EARNINGS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-END> MAR-31-1998 JUN-30-1998
<CASH> 80 71
<SECURITIES> 8 0
<RECEIVABLES> 124 156
<ALLOWANCES> 5 6
<INVENTORY> 115 107
<CURRENT-ASSETS> 338 342
<PP&E> 1,430 1,455
<DEPRECIATION> 645 656
<TOTAL-ASSETS> 1,308 1,314
<CURRENT-LIABILITIES> 135 197
<BONDS> 202 167
0 0
0 0
<COMMON> 51 49
<OTHER-SE> 685 617
<TOTAL-LIABILITY-AND-EQUITY> 1,308 1,314
<SALES> 225 543
<TOTAL-REVENUES> 225 543
<CGS> 172 382
<TOTAL-COSTS> 196 513
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 4 9
<INCOME-PRETAX> 25 21
<INCOME-TAX> 9 27
<INCOME-CONTINUING> 16 (7)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 16 (7)
<EPS-PRIMARY> 0.41 (0.19)
<EPS-DILUTED> 0.41 (0.19)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS RESTATED SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED BALANCE SHEETS AS OF MARCH 31 AND JUNE 30, 1997,
RESPECTIVELY, AND THE RELATED STATEMENT OF CONSOLIDATED EARNINGS RESTATED TO
REFLECT THE SECOND QUARTER 1998 MERGER TRANSACTION BETWEEN SOUTHDOWN, INC. AND
MEDUSA CORPORATION.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-END> MAR-31-1997 JUN-30-1997
<CASH> 22 49
<SECURITIES> 9 1
<RECEIVABLES> 119 137
<ALLOWANCES> 6 6
<INVENTORY> 107 107
<CURRENT-ASSETS> 274 300
<PP&E> 1,349 1,376
<DEPRECIATION> 617 627
<TOTAL-ASSETS> 1,152 1,186
<CURRENT-LIABILITIES> 141 157
<BONDS> 153 152
0 0
86 86
<COMMON> 48 48
<OTHER-SE> 537 474
<TOTAL-LIABILITY-AND-EQUITY> 1,152 1,186
<SALES> 208 499
<TOTAL-REVENUES> 208 499
<CGS> 167 362
<TOTAL-COSTS> 186 404
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 3 7
<INCOME-PRETAX> 19 89
<INCOME-TAX> 7 31
<INCOME-CONTINUING> 12 57
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 12 57
<EPS-PRIMARY> 0.30 1.50
<EPS-DILUTED> 0.30 1.44
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS RESTATED SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED BALANCE SHEETS AS OF MARCH 31 AND JUNE 30, 1996,
RESPECTIVELY, AND THE RELATED STATEMENT OF CONSOLIDATED EARNINGS RESTATED TO
REFLECT THE SECOND QUARTER 1998 MERGER TRANSACTION BETWEEN SOUTHDOWN, INC. AND
MEDUSA CORPORATION.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
<PERIOD-END> MAR-31-1996 JUN-30-1996
<CASH> 18 8
<SECURITIES> 0 0
<RECEIVABLES> 101 140
<ALLOWANCES> 10 11
<INVENTORY> 114 109
<CURRENT-ASSETS> 250 271
<PP&E> 1,264 1,286
<DEPRECIATION> 578 585
<TOTAL-ASSETS> 1,103 1,115
<CURRENT-LIABILITIES> 100 114
<BONDS> 269 249
0 0
152 152
<COMMON> 42 42
<OTHER-SE> 261 285
<TOTAL-LIABILITY-AND-EQUITY> 1,103 1,115
<SALES> 173 437
<TOTAL-REVENUES> 173 437
<CGS> 144 327
<TOTAL-COSTS> 162 366
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 7 13
<INCOME-PRETAX> 4 58
<INCOME-TAX> 1 19
<INCOME-CONTINUING> 2 37
<DISCONTINUED> 0 0
<EXTRAORDINARY> (11) (11)
<CHANGES> 0 0
<NET-INCOME> (9) 26
<EPS-PRIMARY> (0.37) 0.65
<EPS-DILUTED> (0.37) 0.65
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS RESTATED SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1997 AND 1996 AND THE
RELATED STATEMENT OF CONSOLIDATED EARNINGS RESTATED TO REFLECT THE SECOND
QUARTER 1998 MERGER TRANSACTION BETWEEN SOUTHDOWN, INC. AND MEDUSA CORPORATION.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1997
<PERIOD-END> DEC-31-1996 DEC-31-1997
<CASH> 70 99
<SECURITIES> 12 4
<RECEIVABLES> 114 114
<ALLOWANCES> 8 5
<INVENTORY> 94 97
<CURRENT-ASSETS> 299 326
<PP&E> 1,261 1,401
<DEPRECIATION> 547 631
<TOTAL-ASSETS> 1,155 1,276
<CURRENT-LIABILITIES> 125 134
<BONDS> 169 187
0 0
86 0
<COMMON> 48 51
<OTHER-SE> 460 624
<TOTAL-LIABILITY-AND-EQUITY> 1,155 1,276
<SALES> 988 1,095
<TOTAL-REVENUES> 988 1,095
<CGS> 695 757
<TOTAL-COSTS> 771 843
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 24 16
<INCOME-PRETAX> 193 237
<INCOME-TAX> 64 78
<INCOME-CONTINUING> 125 154
<DISCONTINUED> 0 0
<EXTRAORDINARY> (13) 0
<CHANGES> 0 0
<NET-INCOME> 112 154
<EPS-PRIMARY> 3.23 4.10
<EPS-DILUTED> 2.87 3.94
</TABLE>
<PAGE> 1
EXHIBIT 99.1
AMENDMENT NUMBER FOUR TO THIRD
AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NUMBER FOUR TO THIRD AMENDED AND RESTATED
CREDIT AGREEMENT, dated as of May 14, 1998, is entered into among SOUTHDOWN,
INC., a Louisiana corporation ("Borrower"), the Banks and financial institutions
that are signatories to the Credit Agreement (as defined below) (collectively,
the "Banks", and individually, a "Bank"), and WELLS FARGO BANK, N.A., a national
Banking association, as Agent for the Banks hereunder ("Agent").
WHEREAS, Borrower, the Banks, and Agent heretofore have
entered into that certain Third Amended and Restated Credit Agreement, dated as
of November 3, 1995, as amended by (a) that certain Letter Agreement, dated as
of February 29, 1996, (b) that certain Amendment Number Two to Third Amended and
Restated Credit Agreement, dated as of September 30, 1996, and (c) that certain
Amendment Number Three to Third Amended and Restated Credit Agreement, dated as
of August 6, 1997 (as amended, the "Credit Agreement");
WHEREAS, Borrower has requested, among other things, that the
Credit Agreement be amended to (a) amend the Credit Agreement to restructure the
credit facilities as an unsecured credit, and (b) permit Borrower, through a
reverse triangular merger, to acquire all of the issued and outstanding capital
stock of Medusa Corporation; and
WHEREAS, subject to the terms and conditions contained herein,
the Banks are willing to so amend such provisions of the Credit Agreement.
NOW, THEREFORE, in consideration of the mutual covenants,
conditions, and provisions hereinafter set forth, the parties hereto agree as
follows:
ARTICLE 1
DEFINITIONS
1.1 Definitions for this Fourth Amendment. Any and all
initially capitalized terms used herein shall have the meanings ascribed thereto
in the Credit Agreement, as amended hereby, unless specifically defined herein.
For purposes of this Fourth Amendment only, the following initially capitalized
terms shall have the following meanings:
"Agent" has the meaning set forth in the introduction to this
Fourth Amendment.
<PAGE> 2
"Bank" and "Banks" have the respective meanings set forth in
the introduction to this Fourth Amendment.
"Borrower" has the meaning set forth in the introduction to
this Fourth Amendment.
"Credit Agreement" has the meaning set forth in the
introduction to this Fourth Amendment.
ARTICLE 2
AMENDMENTS TO THE CREDIT AGREEMENT
TO FACILITATE ACQUISITION OF MEDUSA
2.1 Section 1.1 of the Credit Agreement hereby is amended by
adding the following defined terms in alphabetical order:
"Bedrock" means Bedrock Merger Corp., a newly formed Ohio
corporation and a wholly owned subsidiary of Borrower.
"Fourth Amendment" means Amendment Number Four to Third
Amended and Restated Credit Agreement, dated as of May 14,
1998, among Borrower, the Banks party thereto, and Agent.
"Fourth Amendment Closing Date" means the date on which the
conditions precedent set forth in Article 4 of the Fourth
Amendment, other than the condition precedent for Article 3,
shall have been satisfied.
"Medusa" means Medusa Corporation, an Ohio corporation.
"Merger" means the merger of Bedrock with and into Medusa,
with Medusa as the surviving corporation.
"Merger Agreement" means that certain Agreement and Plan of
Merger, dated as of March 17, 1998, among Medusa, the Borrower
and Bedrock.
2.2 The definition of "Material Adverse Change" set forth in
Section 1.1 of the Credit Agreement hereby is amended in its entirety to read as
follows:
"Material Adverse Change" means and refers to a material
adverse change in the business, Assets, operations, business
prospects, or condition (financial or otherwise) of Borrower
and its Subsidiaries, taken as a whole, as compared with the
business, Assets, operations, business prospects, or condition
<PAGE> 3
(financial or otherwise) of Borrower and its Subsidiaries,
taken as a whole (i) prior to the effectiveness of the Merger,
as of December 31, 1997, and (ii) after the effectiveness of
the Merger, as of the date of Borrower's financial statements
first submitted to Agent pursuant to Section 5.2(a) hereof and
giving effect to the Merger.
2.3 The definition of "Permitted Acquisitions" set forth in
Section 1.1 of the Credit Agreement hereby is amended in its entirety to read as
follows:
"Permitted Acquisitions" means and refers to (i) the Merger,
and (ii) to other Investments or Asset Acquisitions that (a)
are in an aggregate amount (in addition to Borrower's
Investments in KCC permitted under Sections 6.3(j) and (m)
hereof) during the term of this Agreement of not more than
twenty percent (20%) of the book value of all of Borrower's
tangible Assets (exclusive of Borrower's interest in KCC) at
the time of such other Investment or Asset Acquisition, (b)
are in Persons, or of Assets, that are engaged in, or useful
in connection with, businesses that are substantially the same
as those conducted by Borrower and its Subsidiaries on the
Closing Date, (c) if the consideration paid or payable for any
such other Investment or Asset Acquisition, or series of
related transactions, is in excess of One Hundred Million
Dollars ($100,000,000), result in (or continue) Borrower
owning not less than fifty percent (50%) of the Voting Stock
(or membership interests or partnership interests in the case
of a limited liability company or limited liability
partnership, respectively) of the Person in which the
Investment is made or the Person that is to acquire the Assets
and with respect to which Borrower also has the right, whether
by contract, vote, or otherwise to exercise substantial input
in the management and control of the business of such Person,
and (d) are not made utilizing Assets that compose any of the
following: 1) the interest of Borrower in the Stock of either
Mojave or Medusa, and 2) the interest of Borrower in and to
the Cement Plants and the interest of Borrower in KCC. For
purposes of the foregoing, a contribution of Dollars or Assets
by Borrower to a newly created Subsidiary of Borrower for the
purpose of permitting such Subsidiary to complete an
Investment or Asset Acquisition shall not itself constitute an
Investment to the extent such Dollars or Assets are, in fact,
used to complete the proposed Investment or Asset Acquisition.
2.4 Paragraph (xvi) of the definition of "Permitted Liens" set
forth in Section 1.1 of the Credit Agreement hereby is deleted and replaced with
two new paragraphs to read as follows:
(xvi) to the extent not otherwise permitted under clauses (i)
through (xv) of this definition, the Liens reflected in the
annual report on Form 10-K, filed by Medusa with the SEC,
pursuant to Section 13 or 15 (d) of the Exchange Act,
<PAGE> 4
for its fiscal year ended December 31, 1997 and any other
liens incurred in the ordinary course of business consistent
with past practices by Medusa or its Subsidiaries that arise
after December 31, 1997 and on or before the date on which the
Merger becomes effective; and
(xvii) Liens not specified in clauses (i) through (xvi) of
this definition and granted by Borrower or any of its
Subsidiaries in the ordinary and usual course of business of,
and consistent with past practices of, Borrower or any of its
Subsidiaries (other than Liens securing Debt permitted under
clauses (b), (c), (d), (e), (j), (k), (l), and (m) of Section
6.1) and Liens in the nature of deposits with a trustee or
other depository in connection with a redemption, payment,
acquisition, repurchase, retirement for value, or conversion
that constitutes a Permitted Junior Payment.
2.5 Section 4.1(a) of the Credit Agreement is hereby amended
in its entirety to read as follows:
(a) ORGANIZATION AND POWERS. Each of Borrower and Borrower's
Subsidiaries is duly formed or organized, validly existing,
and in good standing under the laws of its jurisdiction of
formation or organization and has all requisite power and
authority to own and operate its properties, and to carry on
its business as now conducted and proposed to be conducted.
Borrower has all requisite power and authority to enter into
this Agreement and the Loan Documents to which it is a party,
to issue the Notes, and to carry out the transactions
contemplated hereby and thereby. Each of Borrower and
Borrower's Subsidiaries possesses all franchises,
certificates, licenses, permits, and other authorizations from
governmental or regulatory authorities that are necessary in
order to prevent the occurrence of a Material Adverse Effect
and Borrower and its Subsidiaries are not in violation thereof
in any material respect.
2.6 Section 4.5 of the Credit Agreement is hereby amended in
its entirety to read as follows:
4.5 TITLE TO PROPERTY; LIENS; PROPERTIES. Except as disclosed
in Borrower's Annual Report on Form 10-K for its fiscal year
ended December 31, 1997, or on its Form 10-Q for its fiscal
quarter ended March 31, 1998, and except for the Permitted
Liens, all of the Assets of Borrower and each of its
Subsidiaries are free of all Liens of any nature whatsoever.
Borrower, Mojave and Medusa (after the effectiveness of the
Merger), taken as a whole, have good and indefeasible title to
each and all of the material Assets reflected in Borrower's,
Mojave's or Medusa's books and records as being owned by them.
Borrower, Mojave and Medusa (after the effectiveness of the
<PAGE> 5
Merger), taken as a whole, have taken all action necessary to
maintain such good and indefeasible title with respect to such
Assets.
2.7 Section 5.3 of the Credit Agreement is hereby amended in
its entirety to read as follows:
5.3 CORPORATE EXISTENCE, ETC. Except as permitted under
Section 6.7 of this Agreement, Borrower shall, and shall cause
Mojave and, after the effectiveness of the Merger, Medusa, to,
at all times, preserve and keep in full force and effect its
and their corporate existence and any rights and franchises
material to Borrower's businesses.
2.8 Section 5 of the Credit Agreement is hereby amended to
insert immediately after Section 5.14 the following new Section 5.15:
5.15 YEAR 2000 COMPLIANT. Borrower shall perform such acts as
may be reasonably necessary to reasonably ensure that
Borrower, its Subsidiaries and any business in which Borrower
owns a substantial interest become Year 2000 Compliant within
a reasonable time. Such acts shall include, without
limitation, Borrower's performance of a reasonable review and
assessment of its material systems. With respect to Borrower's
customers, suppliers and vendors that are material to
Borrower's business, Borrower shall make a reasonable effort
to (i) assess the risks posed to Borrower's business by the
failure of any such entity that is material to Borrower's
business to become Year 2000 Compliant within a reasonable
time, (ii) make reasonable inquiries or other reasonable
assessment of such entities as to whether they will become
Year 2000 Compliant within a reasonable time, and (iii)
develop a reasonable plan for dealing with such entities which
do not become Year 2000 Compliant within a reasonable time. As
used in this paragraph, "Year 2000 Compliant" shall mean, in
regard to any entity, that all software, hardware, firmware,
equipment, goods or systems material to the business
operations or financial condition of such entity will properly
perform date sensitive functions before, during, and after the
year 2000. Borrower shall, within 30 days of written request
by Agent, provide to Agent a written report summarizing in
reasonable detail Borrower's actions to comply with this
covenant and the results of such actions; provided, however,
that Borrower shall not be obligated to respond to more than
one such request per six month period.
2.9 Section 6.1 of the Credit Agreement is amended by deleting
the word "and" at the end of clause (l) thereof and by inserting immediately
thereafter the following new clause (m):
m) Debt (including Acquired Indebtedness) owing by Medusa or
its Subsidiaries not otherwise permitted under this Section
6.1 in an aggregate
<PAGE> 6
amount outstanding at any time less than or equal to One
Hundred Million Dollars ($100,000,000); and
2.10 Section 6.1 of the Credit Agreement is hereby further
amended by re-lettering existing clause "(m)" as clause "(n)" and by amending
the existing language "clauses (b), (c), (f), (g), (j), (k), and (m)" to read
"clauses (b), (c), (f), (g), (j), (k), (m), and (n)".
2.11 Section 6.3(d) of the Credit Agreement is hereby amended
in its entirety to read as follows:
(d) so long as no Event of Default or Unmatured Event of
Default has occurred and is continuing and so long as no Event
of Default or Unmatured Event of Default would result
therefrom, Borrower and its Subsidiaries may make and own
Investments not otherwise permitted under this Section 6.3 to
the extent that such Investments constitute Permitted
Acquisitions, provided that the Merger may occur whether or
not any Event of Default or Unmatured Event of Default has
occurred and is continuing or would result;
2.12 Section 6.3 of the Credit Agreement is amended by
deleting the word "and" at the end of clause (l) and by replacing the period at
the end of clause (m) with the phrase "; and" and inserting immediately after
clause (m) the following new clause (n):
(n) any Investments of Medusa or its Subsidiaries as of the
effective date of the Merger.
2.13 Section 6.4(d) of the Credit Agreement is hereby amended
in its entirety to read as follows:
(d) Mojave may become and remain liable under the Mojave
Guaranty until released in accordance with the Fourth
Amendment, and, upon the effectiveness of the Merger, the
guaranty by Borrower or its Subsidiaries of the lease
obligations (in the approximate contingent amount of Fifteen
Million Dollars ($15,000,000)) of that certain lease of an
office building in or about Beechwood, Ohio;
2.14 Section 6.7 of the Credit Agreement is hereby amended to
add the words "or Medusa after the effectiveness of the Merger" after the word
"Mojave", in the second line thereof,
2.15 Section 6.7(d) of the Credit Agreement is hereby deleted
in its entirety.
2.16 Section 6.7(f) of the Credit Agreement is hereby amended
in its entirety to read as follows:
<PAGE> 7
(f) so long as no Event of Default or Unmatured Event of
Default has occurred and is continuing and so long as no Event
of Default or Unmatured Event of Default would result
therefrom, with the exception of the Merger which may occur
whether or not any Event of Default or Unmatured Event of
Default has occurred and is continuing or would result, (i)
Borrower and its Subsidiaries may make and own Permitted
Acquisitions and (ii) any Permitted Acquisition may be merged
or consolidated with or into Borrower or any of its
Subsidiaries so long as Borrower or any such Subsidiary is the
surviving entity of such merger or consolidation.
2.17 Section 6.8 of the Credit Agreement is hereby amended in
its entirety to read as follows:
6.8 SALES AND LEASE-BACKS. Except for sales and lease-back
transactions with respect to Medusa or its Subsidiaries in
effect as of the effective date of the Merger, Borrower shall
not, and shall not permit any of its Subsidiaries to become or
remain liable, directly or indirectly, as lessee or as
guarantor or other surety with respect to any lease, whether
an Operating or Capitalized Lease, of any property (whether
real, personal, or mixed real and personal) whether now owned
or hereafter acquired: (a) which Borrower or any of its
Subsidiaries has sold or transferred or is to sell or transfer
to any other Person, or (b) which Borrower or any of its
Subsidiaries intends to use for substantially the same purpose
as any other property that has been or is to be sold or
transferred by Borrower or any such Subsidiary to any Person
in connection with such lease, unless such sale or transfer is
permitted pursuant to Section 6.9 hereof or unless effected in
compliance with the provisions of Section 5.11 hereof to
effect and continue the transactions contemplated by this
Agreement and the Loan Documents.
2.18 Section 6.9(d)(iii) of the Credit Agreement is hereby
amended in its entirety to read as follows:
(d) so long as no Event of Default or Unmatured Event of
Default has occurred and is continuing and so long as no Event
of Default or Unmatured Event of Default would result
therefrom, the consummation of a Permitted Acquisition,
provided that the Merger may occur whether or not any Event of
Default or Unmatured Event of Default has occurred and is
continuing or would result; and
2.19 The fourth paragraph of Section 8.1 of the Credit
Agreement is hereby amended to delete the words "and Mojave" and to insert in
replacement thereof the words", Mojave and Medusa".
<PAGE> 8
ARTICLE 3
AMENDMENTS TO THE CREDIT AGREEMENT AND THE NOTES AND FURTHER
ACTIONS TO FACILITATE RELEASE OF COLLATERAL
3.1 The following additional amendments to the Credit
Agreement are hereby made:
3.1.1 Section 1.1 of the Credit Agreement hereby is
amended by deleting in their entirety the following defined terms: "Collateral,"
"Collateral Release Agreement," "Florida Collateral," "Mojave Guaranty," "Mojave
Security Agreement," "Personal Property Collateral Documents," "Real Property
Collateral Documents," "Security Agreement," and "Stock Pledge."
3.1.2 The definition of "Loan Documents" set forth in
Section 1.1 of the Credit Agreement hereby is amended in its entirety to read as
follows:
"Loan Documents" shall mean all written documents, agreements,
or instruments, other than this Agreement and the Notes, that
have been or are entered into (with the exception of those
documents the definition of which were deleted pursuant to
Section 3.1.1 of the Fourth Amendment) by Borrower, Agent, or
Banks, as the case may be, in connection with the transactions
contemplated by this Agreement.
3.1.3 Paragraph (vii) of the definition of "Permitted
Liens" set forth in Section 1.1 of the Credit Agreement is amended in its
entirety to read as follows:
(vii) Liens granted by Borrower in favor of Agent, on behalf
of Banks not otherwise released by Agent on or after the
Fourth Amendment Closing Date;
3.1.4 Paragraph (viii) of the definition of
"Permitted Liens" set forth in Section 1.1 of the Credit Agreement is amended in
its entirety to read as follows:
(viii) Liens granted by Mojave in favor of Agent, on behalf of
Banks not otherwise released by Agent on or after the Fourth
Amendment Closing Date;
3.1.5 Paragraph (xiv) of the definition of "Permitted
Liens" set forth in Section 1.1 of the Credit Agreement is amended in its
entirety to read as follows:
(xiv) Liens securing up to Thirty Million Dollars
($30,000,000) of the principal of the Indebtedness of Borrower
and its Subsidiaries incurred pursuant to Section 6.1(k) of
this Agreement and interest thereon;
3.1.6 Section 2.2(a) of the Credit Agreement is
hereby amended to delete from the last sentence of such section the words
"secured by the Collateral and".
<PAGE> 9
3.1.7 Section 3.3(a) of the Credit Agreement is
hereby amended to delete the words "and Mojave" therefrom.
3.1.8 Section 4.2(d) of the Credit Agreement is
hereby deleted in its entirety.
3.1.9 Clause (ii) of Section 4.2(f) of the Credit
Agreement is hereby deleted in its entirety.
3.1.10 Section 4.2(g) of the Credit Agreement is
hereby deleted in its entirety.
3.1.11 Section 4.19 of the Credit Agreement is hereby
deleted in its entirety.
3.1.12 Section 5.2(g) of the Credit Agreement is
hereby deleted in its entirety.
3.1.13 Section 5.6 of the Credit Agreement is hereby
amended in its entirety to read as follows:
5.6 INSURANCE. Borrower shall, and shall cause each of its
Subsidiaries to, maintain or cause to be maintained, with
insurers that are financially sound and reputable at the time
of the issuance (or reissuance) of such insurance, insurance
with respect to its properties and business and the properties
and business of its Subsidiaries against loss or damage of any
kinds customarily insured against by corporations of
established reputation engaged in the same or similar
businesses and similarly situated, of such types and in such
amounts as are customarily carried under similar circumstances
by such other corporations and Borrower shall, from time to
time, deliver to Agent, as Agent or any Bank reasonably may
request, copies of policies or certificates evidencing or
describing all insurance then in effect.
3.1.14 Section 5.11 of the Credit Agreement is hereby
amended in its entirety to read as follows:
5.11 FURTHER ASSURANCES. At any time it is required under the
terms of Section 5.2(h) and Article 6 hereof or at any time or
from time to time upon the request of Agent or any Bank,
Borrower shall execute and deliver such further documents and
do such other acts or things as any Bank or Agent reasonably
may request in order to effect fully the purpose of this
Agreement, the Notes, and the Loan Documents.
3.1.15 Section 5.13 of the Credit Agreement is hereby
deleted in its entirety.
<PAGE> 10
3.1.16 Section 5.14 of the Credit Agreement is hereby
deleted in its entirety and Section 5.15 is renumbered as Section 5.14.
3.1.17 Section 6.7 of the Credit Agreement is hereby
amended to delete the words "change its name" in the second line thereof.
3.1.18 Section 6.9(a) of the Credit Agreement is
hereby deleted in its entirety; and Section 6.9(b) is hereby amended in its
entirety to read as follows:
(b)(i) The interest of Borrower in the capital stock of Mojave
or Medusa, after giving effect to the Merger, and (ii) the
interest of Borrower in and to the Cement Plants and the
interest of Borrower in KCC;
3.1.19 Section 6.16 of the Credit Agreement is hereby
deleted in its entirety.
3.1.20 Section 7.1(d) of the Credit Agreement is
hereby amended to delete the proviso therefrom.
3.1.21 Section 8.9 of the Credit Agreement is hereby
amended in it entirety to read as follows:
8.9 APPLICATION OF FUNDS. While any Loans or Letters of Credit
are outstanding hereunder or any portion of the Revolving
Credit Facility Commitment exists under the terms of this
Agreement, should any Bank receive (whether by voluntary
payment for the Loans, exercise of offset or banker's lien,
counter-claim, cross-action, or otherwise) any sums from
Borrower received on account of principal, interest or other
amount owed under this Agreement, the sums so obtained should
be received for the benefit of Banks in accordance with each
Bank's pro rata share of the Revolving Credit Facility
Commitment. If any right of offset is exercised by any Bank,
the entire amount of such offset shall be applied to the Loans
made pursuant to this Agreement until paid in full, prior to
application to any other debt of Borrower or any Subsidiary of
Borrower owing to such Bank.
3.1.22 Section 11.1 of the Credit Agreement is hereby
amended to delete clause (c) therefrom and relettering existing clause "(d)" as
clause "(c)".
3.1.23 Section 11.5 of the Credit Agreement is hereby
amended to delete clause (cc) therefrom and re-lettering existing clause "(dd)"
as clause "(cc)" and re-lettering existing clause "(ee)" as clause "(dd)".
3.1.24 The first sentence of Section 11.10 of the
Credit Agreement is hereby amended in its entirety to read as follows:
<PAGE> 11
TO THE EXTENT PERMITTED BY LAW, THE PARTIES HERETO AGREE THAT
ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS
AGREEMENT, THE NOTES, OR THE LOAN DOCUMENTS SHALL BE TRIED AND
LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA.
3.1.25 The second and third sentences of Section
11.19 of the Credit Agreement are hereby deleted in their entirety.
3.2 Exhibit C-1, Form of Collateral Release Agreement, Exhibit
M-1, Form of Mojave Guarantee, Exhibit M-2, Form of Mojave Security Agreement,
Exhibit S-1, Form of Security Agreement and Exhibit S-2, Form of Stock Pledge,
are hereby deleted from the Credit Agreement, and, upon the effectiveness of the
amendments to the Credit Agreement set forth in Section 3.1 above, the Real
Property Collateral Documents, the Personal Property Collateral Documents, the
Mojave Guaranty, the Mojave Security Agreement, the Security Agreement, and the
Stock Pledge (as those terms are defined in the Credit Agreement) are hereby
terminated and of no further force or effect.
3.3 In order to effectuate the purpose of this Fourth
Amendment, each Bank by its execution of this Fourth Amendment, upon the
effectiveness of the amendments to the Credit Agreement set forth in Section 3.1
above, hereby consents to the following amendments of the Notes:
3.3.1 Section 9 of the Notes is hereby amended to
read in its entirety as follows: " 9. [intentionally omitted]."
3.3.2 The first sentence of Section 15 of the Notes
is hereby amended by deleting the following words: "OR, AT THE SOLE OPTION OF
BANK, IN ANY OTHER COURT IN WHICH BANK SHALL INITIATE LEGAL OR EQUITABLE
PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN
CONTROVERSY".
3.4 Upon the effectiveness of the amendments to the Credit
Agreement set forth in Section 3.1 above, or as soon thereafter as is
practicable, Agent, and each of the Banks as necessary, shall take all steps
reasonably necessary to release all of the Collateral (as defined in the Credit
Agreement) or guarantees supporting the Loans under the Credit Agreement
including, but not limited to, the filing of UCC-3 termination statements
terminating all existing UCC-1 financing statements, and the reconveyance of all
mortgages and deeds of trust encumbering the Cement Plants or other real
property Collateral (as defined in the Credit Agreement), and shall reconvey to
Borrower all certificates evidencing the capital stock of Mojave pledged
pursuant to the Stock Pledge. At any time and from time to time after the
effectiveness of the amendments set forth in Section 3.1 above, the Agent and
each of the Banks shall execute and deliver, at the reasonable request of
Borrower, such
<PAGE> 12
further documents and do such other acts or things as Borrower may reasonably
request in order to terminate all Liens previously acquired in support of the
Loans. The Collateral (as defined in the Credit Agreement) and such guarantees
are hereby released.
ARTICLE 4
CONDITIONS PRECEDENT
4.1 Conditions Precedent to the Effectiveness of this Fourth
Amendment. The effectiveness of the provisions of this Fourth Amendment (with
exception of Article 3) is subject to the fulfillment, to the satisfaction of
Agent, of each of the following conditions:
4.1.1 the Agent shall have received a certificate
from a Secretary or Assistant Secretary of Borrower attesting to the resolutions
of Borrower's board of directors or its executive committee authorizing the
execution and delivery of this Fourth Amendment;
4.1.2 the Agent shall have received counterparts of
signature pages of this Fourth Amendment duly executed and delivered by Borrower
and the Majority Banks; and
4.1.3 the Agent shall have received a certificate
from a Responsible Officer certifying that:
(a) the representations and warranties of
Borrower contained in the Credit Agreement and the Loan
Documents, to the extent that it is a party thereto, are true
and correct in all material respects at and as of the date of
the effectiveness of this Fourth Amendment, as though made on
and as of such date (except to the extent that such
representations and warranties expressly relate solely to an
earlier date);
(b) neither an Event of Default nor an
Unmatured Event of Default has occurred and is continuing on
the date of the effectiveness of this Fourth Amendment;
(c) on the date of the effectiveness of this
Fourth Amendment, no Material Adverse Change has occurred, as
a result of one or more acts or occurrences; and
(d) the Credit Agreement and each of the Loan
Documents are in full force and effect.
<PAGE> 13
4.2 Conditions Precedent to the Effectiveness of Article 3 of
this Fourth Amendment. The effectiveness of the provisions of Article 3 of the
Fourth Amendment shall be effective immediately upon the Agent's receipt of
counterparts of the signature pages of this Fourth Amendment duly executed and
delivered by all Banks and the satisfaction of all the conditions precedent set
forth in Section 4.1 above. This Fourth Amendment, with the exception of Article
3, shall be effective upon the satisfaction of the conditions precedent set
forth in Section 4.1 above notwithstanding the failure of all of the Banks to
execute this Fourth Amendment required for the effectiveness of Article 3.
ARTICLE 5
MISCELLANEOUS
5.1 Execution in Counterparts. This Fourth Amendment may be
executed in any number of counterparts, each of which when so executed and
delivered shall be deemed an original. All of such counterparts shall constitute
but one and the same instrument. Delivery of an executed counterpart of the
signature pages of this Fourth Amendment by telecopier shall be equally
effective as delivery of a manually executed counterpart. Any party delivering
an executed counterpart of the signature pages of this Fourth Amendment by
telecopier thereafter also shall deliver promptly a manually executed
counterpart, but the failure to deliver such manually executed counterpart shall
not affect the validity, enforceability, or binding effect of this Fourth
Amendment.
5.2 No Other Amendment. Except as expressly amended hereby,
the Credit Agreement shall remain unchanged and in full force and effect. To the
extent any terms or provisions of this Fourth Amendment conflict with those of
the Credit Agreement, the terms and provisions of this Fourth Amendment shall
control. This Fourth Amendment shall be deemed a part of and hereby is
incorporated in the Credit Agreement.
5.3 Governing Law. This Fourth Amendment shall be governed by,
and construed and enforced in accordance with, the laws of the State of
California.
<PAGE> 14
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be executed and delivered as of the date first set forth above.
SOUTHDOWN, INC.,
a Louisiana corporation
By
------------------------------
Title:
-----------------------
WELLS FARGO BANK, N.A.,
a national Banking association, in its
individual capacity and as Agent
By
------------------------------
Title:
-----------------------
\
SOCIETE GENERALE, SOUTHWEST AGENCY
By
------------------------------
Title:
-----------------------
CREDIT SUISSE FIRST BOSTON
(FORMERLY KNOWN AS CREDIT SUISSE)
By
------------------------------
Title:
-----------------------
By
------------------------------
Title:
-----------------------
<PAGE> 15
CREDIT AGRICOLE INDOSUEZ
(FORMERLY KNOWN AS CAISSE NATIONALE DE
CREDIT AGRICOLE)
By
------------------------------
Title:
-----------------------
By
------------------------------
Title:
-----------------------
BANQUE PARIBAS
By
------------------------------
Title:
-----------------------
By
------------------------------
Title:
-----------------------
CIBC INC.
By
------------------------------
Title:
-----------------------
THE BANK OF NOVA SCOTIA
By
------------------------------
Title:
-----------------------
BANKBOSTON, N.A.
By
------------------------------
Title:
-----------------------
<PAGE> 1
EXHIBIT 99.2
BASIC AGREEMENT
BETWEEN
MEDUSA CEMENT COMPANY
(Division of Medusa Corporation)
AND
THE CEMENT, LIME, GYPSUM AND
ALLIED WORKERS DIVISION
(INTERNATIONAL BROTHERHOOD OF BOILERMAKERS, IRON
BUILDERS, BLACKSMITHS, FORGERS AND HELPERS, AFL-CIO)
ACTING ON BEHALF OF ITS
LOCAL UNION
Clinchfield, Georgia, Local D23
EFFECTIVE
May 1, 1998 to May 1, 2004
<PAGE> 2
BASIC AGREEMENT
<TABLE>
<S> <C> <C>
I Agreement and Purpose 3
II Union Recognition and Security 4
III Seniority 6
IV Job Security 7
V Working Conditions 14
Rates of Pay - Overtime 15
Callouts and Off-Days 16
Limitations Upon Overtime 16
Eight Consecutive Hour Rest Premium 18
Wage Rate - Transfer and Assignments 18
Sunday Work 19
Reporting Pay 19
Funeral Leave 19
Jury Duty 20
Shift Changes 20
Wash Time and Rest Breaks 20
VI Vacations with Pay 21
VII Holidays 22
VIII Wages 24
IX Handling of Complaints 25
X Strikes and Lockouts 29
XI Safety 29
XII Military Service 32
XIII Supplemental Unemployment Benefit Plan 33
XIV Subcontracting 33
XV Miscellaneous 34
XVI 401(k) 34
XVII Term of Agreement 34
</TABLE>
2
<PAGE> 3
AGREEMENT BETWEEN
MEDUSA CEMENT COMPANY
(Division of Medusa Corporation)
and
THE UNITED CEMENT, LIME, GYPSUM AND
ALLIED WORKERS DIVISION
(International Brotherhood of Boilermakers, Iron Ship
Builders, Blacksmiths, Forgers and Helpers, AFL-CIO)
and Local D23
Effective May 1, 1998 to May 1, 2004
ARTICLE I
AGREEMENT AND PURPOSE
(a) This Agreement is by and between Medusa Cement Company, a Division of
Medusa Corporation, hereinafter called the "Company", and the Cement,
Lime, Gypsum and Allied Workers Division (International Brotherhood of
Boilermakers, Iron Ship Builders, Blacksmiths, Forgers and Helpers,
AFL-CIO), hereinafter called the "Union", acting on behalf of its Local
Union, whose members are employees of Medusa Cement Company.
(b) The Company and the Local Union at each plant have negotiated a Local
Agreement. Each Local Agreement has the same effective date and the same
expiration date as this Basic Agreement. Local Supplemental Agreements
shall not conflict or serve to modify provisions of this Basic Agreement.
(c) It is the policy of the Company and the Union that the provisions of
Agreement shall be applied to all employees without regard to race,
color, sex, age, religious creed, national origin, handicap or Vietnam
Era Veteran status.
The Masculine words "he", "his" and "him" as used in this Agreement also
shall mean the feminine words, "she" and "her".
3
<PAGE> 4
ARTICLE II
UNION RECOGNITION AND SECURITY
(a) The Company recognizes the Union as the exclusive representative for all
hourly rated production, maintenance, quarry and laboratory employees,
excluding all office employees and all supervisors as defined by the
National Labor Relations Act, as amended, for the purposes of collective
bargaining in respect to wages, hours and working conditions at its
plants located at:
Clinchfield, Georgia, Local D23
(b) It shall be a condition of employment that all employees of the Company
covered by this Agreement who are members of the Union in good standing
on the execution date of this Agreement shall remain members in good
standing and those who are not members in good standing on the execution
date of this Agreement shall on the thirtieth (30th) day following the
execution date of this Agreement become and remain members in good
standing in the Union. It shall also be a condition of employment that
all employees covered by this Agreement and hired on or after its
execution date shall on the thirtieth (30th) day following the beginning
of such employment become and remain members in good standing in the
Union. (Because of State law, the above does not apply to Local D23 at
Clinchfield, Georgia).
(c) The term "employee" as used in this Agreement refers only to an employee
whose job is set forth in the Job Classification list attached to each
Local Agreement or any subsequent job added to the list during the term
of the Agreement.
(d) The Company will deduct from the monthly earnings of any of its employees
his Initiation Fee and Union Membership Dues and will pay the same to the
party to whom such employee directs the Company in writing. Each such
employee desiring such deduction to be made from his earnings must
present to the Company his signed order, which shall be substantially as
follows:
"I hereby authorize and direct the Medusa Cement Company to deduct and
pay from my earnings accumulated to my credit my Initiation Fee and Union
Membership Dues, and pay same to ............ I further agree to hold the
Medusa Cement Company harmless on account of deductions and payment
herein authorized."
Medusa Cement Company ...
------------------------------
Timekeeper
Employee Clock No.
------------
4
<PAGE> 5
This authorization may be canceled by the Union member on any anniversary
date of this Agreement upon thirty (30) days prior written notice to the
Company and the Union.
(e) The union shall furnish to the Plant Manager a written list of the names
of employees who will serve on the committee. The number of employees on
the committee shall be defined by each Local Agreement. If a vacancy
occurs on the committee, the Plant Manager, shall be informed by letter
of the name of the new member before a meeting is held. No other members
of the Union who are employees at the Plants are eligible to attend these
meetings unless previously agreed to by the parties hereto.
(f) Notwithstanding the provisions of Article II (b) above, any employee, who
is a member of and adheres to established and traditional tenets or
teachings of a bona fide religion, body or sect which has historically
held conscientious objections to joining or financially supporting labor
organizations shall not be required to join or financially support the
Union as a condition of employment; provided, however, that each such
employee shall, as a condition of his or her employment, in lieu of the
payment of periodic dues and initiation fees to the Union, pay sums equal
to such dues and initiation fees to any one of the following nonreligious
charitable funds, which are exempt from taxation under Section 501(C)(3)
of the Internal Revenue Code:
1. City of Hope
2. American Cancer Society
3. American Heart Association
4. National Multiple Sclerosis Society
5. American Red Cross
It is expressly understood that any such employee holding conscientious
objections and choosing not to join or financially support the Union, who
requests the Union to use the grievance arbitration procedure on the
employee's behalf, shall be required to pay to the Union the reasonable
cost of processing any grievance on his or her behalf including
reasonable cost of arbitration if any. (Because of State law this does
not apply to Local D23 at Clinchfield, Georgia.)
(g) Upon receipt from an employee authorizing payroll deduction and
specifying the amount to be deducted, the Company will deduct voluntary
contribution to the City of Hope. All amounts so deducted shall be
remitted by the Company to the City of Hope.
The Company shall be held harmless from any claim, demand or action
arising out of such deductions.
Employees contributing to the City of Hope cannot discontinue or change
such contributions for one year.
5
<PAGE> 6
ARTICLE III
SENIORITY
(a) The seniority unit shall be plant-wide.
(b) Seniority is continuous service which shall be calculated from date of
first employment or re-employment following a break in continuous
service, whichever occurs later.
When two or more employees are hired on the same day, the employee with
the lowest last four (4) digits in their social security number shall be
senior to the employee with the highest last four (4) digits. This
paragraph is effective May 10, 1978.
(c) New employees and those hired after a break in continuity of service will
be regarded as probationary employees for the first sixty (60) days of
work and will receive no continuous service credit during such period.
Probationary employees may file and process grievances under this
Agreement, but may be laid off or discharged as exclusively determined by
the Company. Probationary employees who continue in the service of the
Company subsequent to the first sixty (60) days of work shall receive
full continuous service credit from date of the most recent hiring.
(PROBATIONARY PERIOD MAY BE INCREASED THIRTY (30) ADDITIONAL WORK DAYS
SUBJECT TO APPROVAL BY THE UNION.)
(d) An employee covered by this Agreement shall lose his entire seniority if:
(1) He voluntarily quits;
(2) He is discharged for cause and not rehired within six (6) months
or reinstated;
(3) An employee's seniority shall be broken and his employment
terminated effective on date of his acceptance of Termination
benefits under the provisions of the Supplemental Unemployment
Benefit Plan Agreement;
(4) The employee is on layoff or disability for a period of three
years or 50% of his seniority attained at the start of such
absence, whichever is less.
(e) A leave of absence for the purpose of accepting a position with The
Cement, Lime, Gypsum and Allied Workers Division at the Local, district,
or international level, or the AFL-CIO or any of its subordinate bodies,
shall be available to not more than three (3) employees from each plant
at any one time. Applications for such leave shall be submitted to the
Company in writing thirty (30) days prior to the effective date of such
leave to permit proper provisions to be made to fill the job to be
vacated. Leaves of absence for this purpose shall be for an indefinite
period. During such leave, seniority shall accumulate. Group insurance
coverage shall be suspended after thirty (30) days of such leave.
All insurance coverages will be reinstated upon returning to work with
the Company. Upon returning to work such employee will be reinstated on
his former job, providing it is
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still in existence; if not, he shall be eligible to apply for any job
within the bargaining unit by means of the existing bidding procedure or
by bumping.
(f) The Company shall attach to each Local Agreement a list of employee's
seniority dates in order of hiring and a list of the probationary
employees.
(g) Temporary summer employees may be employed by the Company from May 1st
through September 30th in order to facilitate filling of vacancies caused
by vacations during these months. Employment of summer employees will be
subject to the following conditions:
(1) No summer employee will be hired when any regular employee is on
layoff or drawing short workweek benefits.
(2) All summer employees will be required to join the Union under the
same terms and conditions as required in Article II, Sections (b)
and (d) of the Basic Agreement.
(3) All summer employees must sign an appropriate form which will
spell out the terms of their employment including but not limited
to an agreement to commence their employment on a specified date
and terminate their employment on a specified date. Such dates
must be in accordance with the time period specified in this
section.
(4) The term of employment will not be changed, altered or extended
unless mutually agreed to by both the Company and the Local Union
Committee.
(5) Summer employees shall not accumulate seniority nor be eligible to
bid on any new job or vacant job which may occur during their
terms of employment.
(6) A summer employee will not become eligible for a floating holiday
and will not have any vacation rights.
(7) Summer employees will not participate in the Company's pension,
S.U.B. and insurance programs.
The above will be in full force and effect, except that if any portion is
found to be contrary to any federal, state or local law, it shall be
changed to comply with said law.
ARTICLE IV
JOB SECURITY
(a) (1) Whenever the installation of mechanical equipment, change in
production methods, the installation of new or larger equipment,
the combining of jobs or the elimination of jobs, will have an
effect on the job status of one or more employees, the Company
will give the Union reasonable advance notice of same and, upon
request by the Union, will promptly meet with the Union to review
and explore the effects of such installation or installations or
change or changes upon the working force.
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(2) Employees will not be terminated by the Company as the result of
mechanization, automation, change in production methods, the
installation of new or larger equipment, the combining of jobs or
the elimination of jobs.
(3) Whenever an employee is no longer needed on his regular job as a
result of circumstances described in (1) above, such employee may
apply for any job or jobs within the bargaining unit on which an
incumbent has less seniority, and for which he could reasonably be
expected to qualify within a ninety (90) day on-the-job training
period unless the employee applying for such job is disqualified
due to physical reasons.
The rate of pay for such employee shall not be less than
ninety-five percent (95%) of the rate for the regular job from
which he was displaced, irrespective of the rate of the job which
he applies for and obtains.
The ninety-five percent (95%) of rate protection shall apply for a
minimum period of one (1) year, or a period equal to one-third
(1/3) of an employee's seniority up to a maximum of two (2) years.
If the affected employee is tendered training for a job which he
could be reasonably expected to qualify for with a ninety (90) day
on-the-job training period and refuses, he will not be entitled to
any rate protection unless he has a bona fide reason for refusing.
If an employee on ninety-five (95%) percent rate protection
subsequently bids on and is awarded a lower rated job, he shall
lose his rate protection.
(4) Employees affected by the application of the foregoing procedures
shall have and may exercise the same rights for retention and
on-the-job training in accordance with their seniority status and
the ninety-five percent (95%) rate guarantee shall also be
applicable to them.
(5) Employees who do not apply for and/or obtain a job in accordance
with the provisions of (3), including employees displaced from
their jobs but whose seniority status does not permit them to
utilize job retention rights under the provisions of (3) or (4)
will be placed on layoff status with recall rights in line with
their seniority status for job vacancies which may thereafter
occur.
(6) The provisions of (3) of this Section do not apply to
displacements or layoffs resulting from production curtailments,
except that employees laid off and not recalled when production is
resumed following curtailment will be entitled to the same rights
as employees affected by the preceding (3).
(7) Should the Company permanently shutdown the present facilities
affording employment to the employees comprising the bargaining
unit (the present facilities shall be deemed to have been
permanently shutdown if all productive facilities are abandoned
even though the shipping facilities continue to operate), the
Company shall mail a notice informing each affected employee that
his employment with the Company has been terminated because of the
permanent shutdown. The notice shall be mailed at least ninety
(90) days prior to the shutdown to the employee's last address on
the Company's records. Each employee who is mailed said notice
shall have the following options:
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<PAGE> 9
A. An employee who is not eligible for a normal (excluding thirty
(30) year retirement pension) or late retirement pension may elect
to transfer to another operation of the Company covered by a
collective bargaining agreement with the Union in accordance with
paragraph 8 or paragraph 9.
Any transfer pursuant to paragraph 8 or 9 will occur not later
than three (3) years after the last day the employee worked. An
employee awaiting transfer shall be placed on layoff and shall
receive S.U.B. Layoff or reduced layoff benefit provided the
eligibility and other requirements of the S.U.B. Plan are met. An
employee may void
his election to transfer at any time during the three (3) year
period. If the employee is eligible for an immediate pension at
the time he voids his election to transfer, he shall retire,
effective the date he voids his election, under the pension plan
in effect at the time of the permanent shutdown. An employee may
also void his election in order to apply for S.U.B. Termination
benefits.
B. An employee who is eligible for an immediate pension at the date
of the permanent shutdown shall retire as of the effective date of
the permanent shutdown, except
1. An employee whose combined age and years of service equal 62
or more but less than 65 may elect layoff until his combined
age and years of service equal 65 at which time the employee
shall retire and receive a permanent shutdown pension. The
pension plan in effect at the time of the permanent shutdown
shall determine the retirement benefits payable to the
employee. An employee who elects layoff under these
conditions shall receive S.U.B. Layoff or reduced layoff
benefits provided the eligibility and other requirements of
the S.U.B. Plan are met.
2. An employee who is eligible for an immediate pension other
than a normal or late retirement pension and who elects to
transfer to another operation of the Company shall not
retire unless the transfer is not accomplished.
3. An employee shall not be required to retire under a
disability retirement pension earlier than he would
otherwise be required to retire if the Company had not
permanently shut down the facilities.
An employee who retires under the Pension Plan may also be
entitled to receive S.U.B. Terminations benefits in accordance
with the terms of the S.U.B. Plan.
C. The employee may elect S.U.B. Termination Benefits in accordance
with the terms of the S.U.B. Plan at any time within one (1) year
after notice of termination has been mailed to him.
An employee other than an employee who is eligible for an
immediate pension may elect layoff prior to submitting his
application for S.U.B. Termination Benefits and shall receive
S.U.B. Layoff or reduced layoff benefits provided the eligibility
and other requirements of the S.U.B. Plan are met.
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<PAGE> 10
D. If the facilities which have been permanently shut down are
reopened by the Company within three (3) years of the date of the
permanent shutdown, an employee who has retired under the Pension
Plan shall be eligible for recall in accordance with his seniority
status at the time of the permanent shutdown. An employee who has
elected S.U.B. Termination benefits shall also be eligible for
recall in accordance with his seniority status at the time of the
permanent shutdown. Any pensioner who has received S.U.B.
Termination benefits and accepts recall and any former employee
who has received S.U.B. Termination benefits and accepts recall
shall repay said Termination benefits to the S.U.B. Trust Fund or
to the Company, whichever was the source of the Termination
benefits, in accordance with the S.U.B. Plan Agreement. Any
employee who accepts recall shall have his previously accumulated
seniority rights, pension, S.U.B., insurance and vacation credits
as of the last day the employee worked or at the date of permanent
shutdown, whichever occurs later, reinstated on the date he
returns to work.
E. An employee who is not eligible for an immediate pension may elect
layoff and shall receive S.U.B. Layoff or reduced layoff benefits
provided the eligibility and other requirements of the S.U.B. Plan
are met.
The employment rights of any employee on layoff shall terminate
three (3) years after the last day the employee worked and the
employee's seniority shall be broken.
F. An employee's participation in the group insurance program shall
terminate effective the day following the last day the employee
worked and pending claims shall be processed in accordance with
the terms of the existing group insurance program. No employee
shall be eligible for holiday pay or vacation pay other than
vacation pay due after the last day the employee worked or the
date of the permanent shutdown, whichever occurs later. No
employee shall accumulate credited service under the pension plan
after the last day the employee worked or the date of the
permanent shutdown, whichever occurs later.
(8) In the event the Company constructs a new plant that will affect
the employment status of employees in the Company's plant or
plants comprising a bargaining unit, such employees shall be given
an opportunity to make application for employment in the new plant
before it starts operation, and such employees shall be given
preferential employment right for the highest rated job the
employee is capable of performing. Such an employee shall transfer
with him all of his previously accumulated pension, S.U.B.,
insurance and vacation credits. His seniority rights at the former
plant shall terminate upon his establishment of seniority rights
in the new plant.
(9) When an employee has been laid off or displaced because of
permanent changes in the working force or because of a plant
closing, he may make written application within fifteen (15) days
of layoff or displacement for employment in another plant of the
Company, and he shall be given preferential employment rights for
job openings at such other plant, providing such employee is
capable of performing the job that may be available at such other
plant of the Company. Any employee so transferring from one plant
to another of the Company shall retain his previously accumulated
pension, S.U.B., insurance and vacation credits. His seniority
rights at the former plant shall terminate upon his establishment
of seniority rights in the plant to which he transferred.
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(10) Employees transferring from one plant to another as provided in
(a) (7), (8) and (9) of this Article will receive a moving expense
allowance. The Company will reimburse each employee for actual
moving expenses incurred to move furniture and other household
goods up to a maximum of $1,000 per employee.
(b) When a production curtailment or a plant shutdown causes a reduction in
personnel in a department or throughout the plant, a senior employee
whose regular job is not required shall have the option of accepting
available work for which he is qualified or accepting layoff. A Senior
employee who elects to accept available work shall be entitled to:
(1) Bump any junior employee whose job was previously held by the
senior employee on a permanent basis for a sufficient period of
time to demonstrate his ability to satisfactorily perform the job
as it is constituted at the time of the production curtailment or
plant shutdown. The senior employee must attempt to bump into a
job that he previously held in the reverse order of his
promotions. In other words, he must first attempt to bump into
the job he held immediately prior to his present job, except each
employee may select one job that he had previously held on a
permanent basis or is qualified to perform immediately, and for
purposes of this section only, consider it to be the job he held
immediately prior to his present job. Each employee may make such
selection and this selection shall be updated effective on May 1,
of each contract year at the employee's discretion.
If the above procedure would result in an employee becoming a part
of the labor crew, he may exercise his bumping rights set forth in
(2) prior to entering the labor crew.
(2) An employee can bump a junior employee on a plant-wide basis
except for any maintenance job, any laboratory job, or those in
the control room operator classification, provided he is qualified
to perform the job immediately.
Employees who hold utility or vacation-relief jobs where the
employee actually works on several different jobs on a scheduled
basis shall be considered as having held those classifications on
a permanent basis for purposes of this section (b).
Any junior employee who is displaced by a senior employee shall
have the same rights as the senior employee set forth herein.
After the bumping is completed, the Company has the right to
require a senior employee to perform available work during the
curtailment or shutdown if there is no junior employee with the
necessary qualifications to perform the work.
A plant shutdown is defined as a period during which none of the
clinker burning units are producing.
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The wage rate paid during a production curtailment shall be the
wage rate of the job performed. An employee who works on two or
more jobs in one day shall be paid in accordance with Article V
(j) (2).
During periods of plant shutdowns when employees are needed for
maintenance, repairs or work on plant alterations, the wage rate
paid to employees who are retained for work during the first
forty-five (45) days of plant shutdown shall not be less than the
employee's regular straight time wage rate normally paid when the
plant is producing. After forty-five (45) days, the wage rate
paid shall be the wage rate of the job performed. An employee who
works on two or more jobs in one day shall be paid in accordance
with Article V (j) (2).
The ninety-five (95%) percent rate protection is not applicable to
any bumping under this procedure.
(c) When the Company determines that additional jobs are required during or
following a production curtailment or a plant shutdown in order to
maintain or increase the work force, the manner in which the reduction of
forces took place pursuant to Article IV, Section (b) will be reversed.
In the event that during a production curtailment or a plant shutdown an
employee bids for and is awarded another job, he shall lose all rights
pertaining to the job the employee previously held.
Sections (b) and (c) of Article IV shall not add to, subtract from, or
otherwise modify any maintenance training agreement by and between the
Company and the International and/or Local Unions negotiated before or
after the effective date of this Basic Agreement.
(d) The Company agrees to post a notice at least one week in advance of an
intended shutdown. Whenever a layoff is planned because of a change or
reduction in plant production requirements, the Company will, not less
than seven (7) calendar days prior to the effective date of the layoff,
post a bulletin stating the expected extent of such layoff, and the
expected effect on the work force. In the event the required notice is
not given in accordance with the above, the Company will pay the laid off
employee(s) the scheduled time lost at the applicable straight-time
hourly rate. The seven (7) calendar day period shall commence on the
completion of the third shift following the day in which the notice was
posted. The foregoing does not apply to disciplinary layoffs and layoffs
because of curtailment made necessary by disaster or emergency conditions
affecting the ability of the Company to physically operate the plant.
(e) Company personnel excluded from the bargaining unit shall not regularly
perform bargaining unit work except temporarily in an emergency; for
training or instruction purposes, for testing, diagnosis, analysis or
when necessary to prevent disruption of the flow of operations or when
necessary to meet the interest of efficient operations.
Should a Company person excluded from the bargaining unit violate this
commitment the Company will be required to pay to the effected worker or
workers double time (his or their) regular straight time hourly rate for
anytime worked by person not included in the bargaining unit, with a
minimum of four (4) hours pay. If there is no affected worker, the
penalty for such work shall be paid to the worker lowest in overtime in
the classification and/or department.
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(f) Any employee who becomes incapacitated and on the basis of competent
medical opinion cannot perform the duties of his/her regular job may
exercise his/her plant seniority through the bumping procedure to move to
any position within the bargaining unit at the plant for which he/she
could qualify within a reasonable period of time but not to exceed 90
days. This in no way affects the bidding right of the employee.
(g) Any employee who is displaced by an incapacitated employee pursuant to
paragraph (f) of this section, may exercise his/her plant seniority to
bump into another position within the bargaining unit at the plant for
which he/she is qualified in the same manner as covered in the job
bidding procedure. The 95% rate protection is not applicable to bumping
under paragraphs (f) and (g).
(h) All vacancies and new jobs created shall be posted no later than the
eighth day following the date the vacancy occurred or the new job was
created. Said vacancies and new jobs shall be posted for seven (7) days
to allow any employee to make application in writing for such job. The
Company will consider every application in terms of:
(1) Seniority
(2) The applicant's skill and ability and physical fitness measured
against the requirements of the job.
Where two or more applicants' qualifications in (2) are relatively
the same, seniority shall govern.
If an employee proves unsatisfactory, he shall be reinstated to
his previous job. An employee who bids for and is awarded a job,
excluding any employee who is disqualified subsequent to the
award, may not bid any job in the same or lower bracket for six
(6) months from the date he was awarded his new job without the
consent of the Company; except that an employee may bid from an
operating job to a maintenance job or a laboratory job, from a
maintenance job to an operating job or a laboratory job, or from a
laboratory job to an operating job or a maintenance job even
though the employee is bidding a job in the same or lower bracket
within six (6) months.
This Section does not require the Company to award a job to any
applicant if no applicants are qualified to perform the work.
The Company has the right to assign any employee to fill a new job
or to fill a vacancy until the job has been awarded.
The Company will meet with the Local Union Committee to explain
its decision when the Company awards a job to a junior applicant.
Any senior applicant shall have the right to challenge the
Company's award by filing a grievance in a timely
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manner. Any employee reinstated to his previous job shall have
the right to challenge his disqualification by filing a grievance
in a timely manner.
(3) Once a job has been awarded, the Company will make every effort to
place the successful bidder on the job as soon as possible, but
within thirty (30) calendar days from the date of the job award.
Should the Company fail to place the successful applicant on the
job in the 30 day period, the applicant shall receive the rate of
pay for the new job commencing with the 31st day, until such time
as he is placed on the new job. At that time, he will be paid in
accordance with this Basic Agreement, Local Supplemental
Agreement, or plant practice, whichever is applicable.
This shall not apply if the delay beyond thirty (30) days is
caused by multiple bidding to fill the original vacancy.
ARTICLE V
WORKING CONDITIONS
(a) Eight (8) hours shall be the regular workday and forty (40) hours shall
be the regular work week. The workday shall commence with the beginning
of the morning shift and workweek shall commence with beginning of the
morning shift on Sunday (Monday at Clinchfield, Georgia).
(b) Work schedules for each workweek will be posted on Thursday of the
previous week prior to the end of the first shift. If an employee's work
schedule is changed after the end of the first shift of the preceding
Thursday he shall be compensated by multiplying the regular straight-time
hourly wage rate by one-half (0.5) hr the first eight (8) hours worked in
his new schedule and the premium shall be paid in addition to whatever
compensation the employee is otherwise entitled to receive under any
other Section of this Agreement. An employee's work schedule is changed
and the premium is paid when the employee is required by a schedule
posted after the first shift on the previous Thursday to work hours in
place of the hours the employee was required to work by the schedule
posted prior to the end of the first shift on the previous Thursday.
If an employee's work schedule is not posted on Thursday of the previous
week prior to the end of the first shift as provided above, the first
eight (8) hours worked the following week shall be considered
out-of-schedule and will be paid accordingly.
(c) All hours worked and all hours paid shall be compensated by multiplying
the regular straight-time hourly rate by one (1.0) unless expressly
provided otherwise.
(d) Hours worked in excess of eight (8) hours in the workday and forty (40)
hours in the workweek shall be paid for at the applicable overtime rate.
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(e) Rates of Pay - Overtime:
(1) The applicable overtime rate shall be time and one half (1.5) the
regular straight time hourly wage rate except on a Sunday or a
holiday in which case the applicable overtime rate shall be:
Sunday
A. Straight-Time
1. Up to eight (8) hours 1-1/2X
2. Over eight (8) hours and up
to twelve (12) hours 2X
3. Over twelve (12) hours 2-1/2X
B. Overtime and Callouts
1. Eight (8) hours or less 2X
2. Over eight (8) hours and up
to twelve (12) hours 2-1/2X
3. Over twelve (12) hours 3X
Holiday
A. Straight-time
1. Up to eight (8) hours 2-1/2X
2. Over eight (8) hours and up
to twelve (12) hours 3X
B. Overtime and Callouts
1. For all hours worked 3X
(2) In the event an employee works more than twelve (12) hours in the
workday, he shall be paid for all hours worked in excess of such
twelve (12) hours at double the regular straight time hourly rate.
After an employee has been engaged in work for twelve (12)
consecutive hours, he shall be paid for all consecutive hours
worked immediately succeeding and in excess of such twelve (12)
hours at double the regular straight time hourly rate.
If an employee is being paid the rate of double time under the
foregoing paragraphs, his rate of pay shall not be reduced when
his work continues into or overlaps his regular shift. However,
the Company may exercise either of the following options:
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A. The Company may instruct the employee to continue to the end of
the shift at the double time rate, or
B. The Company may send the employee home at any time during the
shift, provided the remainder of the shift is paid for at straight
time, subject to a maximum payment of four (4) hours at straight
time. Such employee cannot be called back to work until he has
been off duty for eight (8) consecutive hours.
In no event shall the first two provisions of the Section be
applied to the same hours of work. The provision which creates
the highest earnings shall be applied.
(3) Callouts and Off-days: In case an employee is called for work
during any hour in the day or week in addition to his regular
schedule he shall receive a minimum of four (4) hours' pay for
such work at the applicable overtime rate. However, if he is
notified before the end of his regular shift to report early, it
shall not be considered a callout. Callout hours and off-day
hours are overtime hours. All Sunday callouts to be paid a
minimum of four (4) hours at the applicable Sunday rate.
(4) Lunch period interrupted by work assignments: One-half (1/2) hour
at the applicable overtime rate shall be paid for any scheduled
lunch period interrupted by a work assignment and either prior or
subsequent to the regular lunch period, reasonable time for lunch
shall be granted with pay for same at the employee's regular rate.
(5) If an employee actually works seven consecutive workdays in the
plant workweek, regardless of the number of hours worked on any
workday, the employee shall be compensated by multiplying the
regular straight-time hourly rate by one (1) for each and every
hour worked during the seventh consecutive workday, and this
premium shall be paid in addition to whatever compensation the
employee is otherwise entitled to receive under any other Section
of this Article.
(f) Overtime paid on a daily basis shall not be duplicated on a weekly basis.
(g) If an employee does not work a regularly scheduled workday through action
of the Company, excused absence or because of a holiday, that day shall
be considered as actually a day worked for all overtime purposes.
(h) Limitations Upon Overtime:
(1) Every reasonable effort will be made by the Company to avoid
requesting any employee to work overtime and the Company will
consider under the circumstances involved any reasonable excuse
from an employee for not working the overtime. Whenever an
employee is laid off due to lack of work or because of curtailment
of operations, no overtime work shall be scheduled on any work
which the laid-off employee is capable of doing and is able to
perform, except in cases of emergency repair or unscheduled
absences of other employees. The foregoing to the contrary
notwithstanding, a laid-off employee will not be called back to
work unless there is at least thirty-two (32) hours work in the
workweek for such employee.
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(2) Overtime in the various job classifications shall be equally
divided as defined by the Local Agreement insofar as it is
practical to do so. Any employee who is contacted and cannot work
the overtime including callouts will be charged with the number of
hours actually worked or paid, whichever is greater or according
to the Local Agreement. Overtime worked or charged shall be
posted weekly in each department by the foreman.
(3) Employees who are called upon to work overtime shall not be laid
off during their regular work time for the purpose of equalizing
said overtime.
(4) The Company will continue its practice of allowing a fifteen
minute paid wash-up time on continuous overtime beyond the end of
his shift. In addition, the Company will continue its practice of
paying overtime in fifteen (15) minute increments.
(5) A. Any employee who has not been notified of his overtime
assignment at least twelve (12) hours prior to the
commencement of the overtime assignment and who works more
than ten (10) consecutive hours, shall be provided with a hot
lunch which shall be eaten at the end of said ten (10)
consecutive hours, or as soon as practical thereafter but no
later than 30 minutes after the ten hours. Any employee who
works in excess of fourteen (14) consecutive hours shall be
provided with an additional lunch, and lunches will be
furnished at the end of every four (4) consecutive hours
worked thereafter.
B. Any employee who is called out and works more than four (4)
consecutive hours shall be provided with a hot lunch which
shall be eaten at the end of said four (4) consecutive hours.
In addition, said employee shall be provided with a hot lunch
every four (4) consecutive hours worked thereafter.
There shall be no duplication of hot lunches under provisions
A and B above. The employees shall be given reasonable time
to eat his lunch without loss of pay.
(C) THE COMPANY AGREES THAT THE ALLOWANCE FOR OVERTIME MEALS WILL BE
INCREASED TO $6.00 EFFECTIVE MAY 1, 1998, TO $6.50 EFFECTIVE MAY
1, 2000 AND TO $7.00 EFFECTIVE MAY 1, 2002.
(6) The purpose and intent of this Agreement is to refrain from
working an employee beyond sixteen (16) consecutive hours
excluding lunch periods. The Company agrees that they will not
work any employee beyond sixteen (16) consecutive hours excluding
lunch periods unless no other classified employee is available to
do the work.
However, in the event that a vacancy occurs that would require a
classified employee to work more than sixteen (16) consecutive
hours, the Company will fill that vacancy with another classified
employee who has primary overtime rights, an employee with
secondary overtime rights, or other qualified employee in the
stated order.
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This Agreement does not absolve an employee from the requirement
to stay on the job until properly relieved. However, the Company
is required to make a diligent effort to provide a relief at the
end of the sixteen (16) hour period. The Company will not use the
eight (8) hour rest clause as an excuse to require an employee to
continue working after sixteen (16) hours.
(i) Eight Consecutive Hour Rest Premium
(1) An Employee should receive at least eight (8) consecutive hours
off work within the fourteen (14) consecutive hours immediately
preceding the start of his next scheduled shift. In the event an
employee does not receive eight (8) consecutive hours off work
within the fourteen (14) consecutive hours immediately preceding
the start of his next scheduled shift, the Company shall exercise
one of the following options:
A. Instruct the employee to report late for his next scheduled
shift by the number of hours his longest consecutive off-duty
period falls below eight (8) hours and pay the employee the
appropriate straight-time rate for those hours not worked
between the starting time of his scheduled shift and the time
he reports to work in accordance with the Company's
instructions. The appropriate straight time rate on the
workday Sunday shall be one and one-half (1.5) and on a
recognized holiday, two (2.0).
B. Instruct the employee to work at the starting time of his
scheduled shift. The employee shall receive a premium for
those hours worked which, if added to his longest consecutive
off-duty period, equal eight (8) hours. The premium shall be
determined by multiplying the regular straight-time hourly
rate by one (1). The premium shall be in addition to whatever
compensation the employee is otherwise entitled to receive
under any other Section of this Article.
(2) If an employee does not receive at least eight (8) consecutive
hours off work within the fourteen (14) consecutive hours
immediately preceding the start of callout hours worked on an
off-day (provided that any of the callout hours worked occur
within the hours the employee would have otherwise been scheduled
to work had the employee not been scheduled off), the employee
shall receive a premium for those hours worked which, if added to
his longest consecutive off-duty period, equal eight (8) hours.
The premium shall be determined by multiplying the regular
straight time hourly rate by one (1). The premium shall be in
addition to whatever compensation the employee is otherwise
entitled to receive under any other section of this Article.
(j) Wage Rate - Transfer and Assignments
(1) Employees temporarily transferred shall be paid the regular
straight time hourly rate of the job being performed or the
regular straight time hourly rate of his regular job, whichever is
greater.
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(2) An employee regularly scheduled to work on two or more jobs having
different wage rates shall receive the highest rate for the entire
week. If a job is regularly scheduled to be performed each week
at least one workday in the workweek, the employee filling that
job shall receive the highest wage rate for the entire week. An
employee who is scheduled to work five workdays during the
workweek on a job or jobs having a higher straight time hourly
wage rate or wage rates than the employee's regular straight time
hourly rate, shall be paid at the higher straight time hourly wage
rate for the entire week. An employee who works on two or more
jobs in one day shall receive the highest wage rate for only the
time worked on the higher rated job. However, should the employee
work on a higher rated job(s) for four (4) or more hours in the
workday he will receive the higher rate of pay for the entire day.
The term "entire week" used in this section shall mean the 168
consecutive hours beginning at 7:00 a.m. on Sunday and ending at
7:00 a.m. on Sunday. The term "entire day" used in this Section
shall mean the 24 consecutive hours beginning at 7:00 a.m. and
ending the following day.
The 168 consecutive hours mentioned above shall begin at 7:00 a.m.
Monday and ending at 7:00 a.m. Monday, at Local D23, Clinchfield,
Georgia.
(3) The Company shall have the right to utilize employees to perform
any job; provided, however, overtime and callouts in any
classification shall be offered to the available classified
employees in that classification before other employees are
assigned such work. See Attachment "B" for Letter of
Understanding concerning transfers.
(k) Sunday Work
All hours worked by an employee on Sunday which are not paid for on a
premium and/or overtime basis shall be paid at the rate of one and
one-half (1-1/2) times the regular straight time hourly rate exclusive of
shift differentials. There shall be no duplication or pyramiding of
premium pay and/or overtime under this provision.
(l) Reporting Pay
Any employee who is required to report for work shall be given at least
four (4) hours pay at the regular straight time hourly rate, and shall
receive full pay for all time thereafter that he is required to remain on
the premises ready for work. Any employee put to work on his regular
working day shall receive full day's pay at the regular straight time
hourly rate.
(m) Funeral Leave
An employee, upon the notification of the death of his or her father,
mother, spouse, son, daughter, brother, sister, stepfather, stepmother,
stepson, stepdaughter, half sister, half brother, mother-in-law,
father-in-law, brother-in-law, sister-in-law, grandchild, grandparent, or
spouse's grandparent, shall be granted his or her next three (3)
scheduled working days off with pay (four (4) days off with pay if the
employee is required to travel beyond a radius of 500 miles). Payment by
the Company for such time lost shall be on the basis of eight (8) hours
per day at the employee's regular straight time hourly rate, including
shift differential.
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As used herein, brother-in-law is defined to mean (1) the brother of
one's husband or wife, (2) the husband of one's sister, (3) the husband
of the sister of one's spouse, and sister-in-law is defined to mean (1)
the sister of one's husband or wife, (2) the wife of one's brother, (3)
the wife of the brother of one's spouse.
The above clause shall not apply to an employee who is laid off, except
when an employee is notified to return to work effective on or before the
day of the funeral he shall be granted full funeral leave with pay.
The Company will notify a local union official of a death of an
employee's relative as defined above as soon as the Company has been
advised by the employee.
The foregoing to the contrary notwithstanding, no bereavement payment
will be made unless the employee attends the funeral nor will payment be
made if there are more than fourteen calendar days between the date of
death and the next scheduled workday.
(n) Jury Duty
Any regular employee (as distinguished from a probationary employee)
required to perform jury duty on a day he is scheduled to work, shall be
excused from work on that day. The Company shall pay the employee the
difference between the amount received for such jury duty and eight (8)
hours at his regular rate of pay plus shift differential if involved.
The day or days paid for such jury service shall be counted as eight (8)
hours worked for the purpose of computing weekly overtime.
(o) Shift Changes
A shift employee may clock in up to 30 minutes prior to the actual
starting time of his shift and relieve the employee that he is to
replace. When properly relieved within this 30 minute period, the
employee being relieved may clock out and leave the plant.
Under such circumstances the pay received by the relieving and relieved
employees shall be computed as though both employees had clocked in and
out at the actual shift change time.
(p) Wash Time and Rest Breaks
(1) An employee who does not receive a paid lunch period shall not
clock out prior to the regular quitting time for his shift.
However, he shall be permitted to leave his place of work 15
minutes prior to the regular quitting time for his shift to wash
provided that the employee is not required to work overtime. An
employee who does not receive 15 minutes away from the job to wash
because he has been required by the Company to work up to but not
after the regular quitting time for his shift, shall be
compensated for lost wash time by multiplying his regular straight
time hourly rate by fifteen minutes (.25 hour). If the employee
uses additional time to clean following the regular quitting time
for his shift, he shall be paid as though he had clocked out at
the regular quitting time.
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(2) An employee who does not receive a paid lunch period and who is
required to work overtime after the regular quitting time for his
shift shall clock out no more than 15 minutes after he leaves his
place of work. This shall not apply to an employee on call out.
(3) An employee who does not receive a paid lunch period will be
allowed a 15 minute rest break away from his job during the first
four hours of his regular shift. Break times shall be determined
by the employee's foreman and the efficient operation of the plant
shall be controlling. The 15 minute break shall be strictly
construed to be the total time away from the job. Should any
employee regularly be denied a break, he may file a grievance in a
timely manner.
(4) The Company is not required to grant any employee who does receive
a paid lunch period any wash-up time and any rest break.
Furthermore, said employee shall eat his lunch "on-the-job" so
that there is no interruption of operations.
(q) Any other provisions of this labor agreement to the contrary not
withstanding, no employee shall receive pay for any hour worked or
unworked which singly or in any combination, exceeds triple his regular
straight time hourly rate.
ARTICLE Vl
VACATIONS WITH PAY
(a) Any employee who works during at least thirteen (13) weeks in either each
calendar year or each anniversary year, as defined in the Local
Agreements, shall be granted a vacation off work without loss of pay,
according to the following schedule:
(b) All employees who have completed one or more anniversary years of service
but less than five (5) years of service will be entitled to two (2) weeks
of vacation, provided they meet all other requirements of this Article.
Employees who have completed five (5) or more anniversary years of
service but less than fifteen (15) years of service will be entitled to
three (3) weeks of vacation, provided they meet all other requirements of
this Article.
Employees who have completed fifteen (15) or more anniversary years of
service, but less than twenty-five (25) years of service, will be
entitled to four (4) weeks of vacation, provided they meet all other
requirements of this Article.
Employees who have completed twenty-five (25) or more anniversary years
of service will be entitled to five (5) weeks of vacation, provided they
meet all other requirements of this Article.
Article Vl (b) above to the contrary notwithstanding, no employee (who
meets all the other requirements of this Article Vl) shall be entitled to
any fewer weeks of vacation than he was entitled to take in 1984.
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(c) Vacation pay will be based on a forty (40) hour week at the rate of the
permanently assigned classification on which an employee is working at
the time he takes his vacation. If an employee has held a single higher
rated classification for more than six (6) months during the year
preceding his vacation, he will receive vacation pay computed at the
higher rate. Vacation pay shall include appropriate shift differential
for those on fixed shift. Employees working on rotating shifts shall be
paid an average of the rates for the rotating shifts involved.
(d) Vacations will not be cumulative, but so far as practicable, be granted
at times most desired by the employees, but the final right to allotment
of vacation period is exclusively reserved to the Company in order to
insure the orderly operation of the plant. In exercising its right to
allot vacation periods, the Company will not require any employee who is
on layoff to take his vacation during periods of plant shutdown or
curtailment of operation. Where requested vacation periods conflict,
preference shall be given to the older employee in point of service.
(e) It is further agreed that if any employees have previously selected their
vacation period so that it occurs during an unforeseen shutdown such
vacation period shall not be changed.
Vacation shall be taken by the employee within the calendar year in which
it is granted as determined by the Local Agreements.
(f) No employee will be required and/or requested to work during his seven
day vacation period. The only exception will be when a classification
has two or fewer employees, no qualified personnel are available except
the employee on vacation, and an emergency situation exists. In that
event an employee on vacation may be requested to work.
(g) The rules governing the submission of appropriate vacation application
blanks shall be defined by the Local Agreement.
(h) Upon two weeks written notice by an employee to the Personnel Clerk, the
Company will give him his vacation pay on the employee's last shift prior
to the beginning of his vacation.
ARTICLE VII
HOLIDAYS
(a) The Company will grant eleven (11) paid holidays; these holidays shall be
listed in each Local Agreement.
(b) If any such holiday falls on Sunday, the following Monday shall be the
recognized holiday. The holiday hours shall be those hours within the 24
hour period commencing with the beginning of the first shift on the
morning of the holiday and ending at the beginning of the first shift the
following day.
(c) Employees who are scheduled to work on a holiday shall be paid two and
one-half (2.5) times the regular straight time hourly rate.
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(d) Hours worked on a holiday in excess of eight (8) in a workday, in excess
of forty (40) in a workweek, on off-days, and on callouts shall be paid
for at the applicable overtime rate.
(e) If no work is required of an employee on the above holidays, he will
receive eight (8) hours pay at the regular straight time hourly rate,
provided he meets the following qualifications.
(1) The employee shall have been employed by the Company for at least
thirty (30) calendar days prior to the holiday.
(2) The employee shall have worked his last scheduled working day
prior to and his next scheduled working day after such holiday
unless excused therefrom by the Plant Manager on account of
sickness, accident, death in the family, or other excused absence.
In no event shall a holiday be paid for unless an employee has
also worked during the thirty (30) day period immediately
preceding or immediately following the holiday except that the
thirty (30) day limitation shall not apply if the employee was
temporarily absent from work because of sickness, accident or
layoff. In any event, the employee must work at least one day in
the calendar year in which the holiday is granted.
(f) If an employee is scheduled to work on a holiday and fails to work, he
shall not receive holiday pay, unless excused therefrom by the Plant
Manager.
(g) If an employee works on a holiday, the holiday shall be counted as a day
worked for computing weekly overtime. Paid holiday is to count as a day
worked for overtime purposes, provided holiday falls on one of employee's
scheduled workdays and he would have worked that day except for holiday
observance.
(h) An employee not scheduled to work the holiday and who subsequently
performs work on a holiday will be considered as being on callout and
will be paid eight (8) hours at the regular straight time hourly rate in
addition to two (2) times the regular straight time hourly rate for all
time worked with a minimum of four (4) hours at double time.
(i) Work schedules for each workweek which include a holiday will be posted
prior to the end of the first shift on Thursday of the previous week. If
an employee is scheduled to work on a holiday, but then is instructed by
the Company not to work, he shall receive for that holiday eight (8)
hours pay at two and one-half (2.5) times the regular straight time
hourly rate.
(j) The phrase "regular straight time hourly rate" as used solely in Article
Vll, Holidays, shall mean the higher of either the employee's regular
straight time hourly rate or to the highest straight time hourly rate for
a job on which the employee works at least eight (8) consecutive hours in
the workweek in which the holiday falls provided (1) that the eight hours
had been previously scheduled or (2) the hours are worked the day before
or the day after the holiday whether previously scheduled or not.
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ARTICLE VIII
WAGES
(a) Considered a part of the Local Agreements are the current Job
Classifications and Rate Lists.
(b) (1) Scheduled shift workers on the first shift shall receive the
regular straight time hourly rate.
(2) Scheduled shift workers on the second shift shall receive the
regular straight time hourly rate plus 52c. per hour.
(3) Scheduled shift workers on the third shift shall receive the
regular straight time hourly rate plus 75c. per hour.
(4) These premium rates do not apply to day workers even though they
may work over into premium paid shift.
(5) If a day worker is scheduled to take the place of a regular
scheduled shift worker, then the premium rate for the shift shall
apply.
(6) The premium pay does not alter the provisions covered in this
contract under the head of "Working Conditions".
(c) Shift differentials shall be included as part of the regular rate in the
calculation of overtime compensation.
(d) The Company may at its discretion increase wages in any class or to an
individual in any class without necessitating a change in the rate of any
individual or class.
(e) Any job not mentioned in this Agreement or any job with substantial
changes in duties, equipment or requirements, or any new job created in
the plant, shall be open for negotiations by the Company and the Union as
to wages upon written notice from either party to the other party. If no
agreement can be reached during the above negotiations, the matter shall
be subject to the grievance procedure.
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ARTICLE IX
HANDLING OF COMPLAINTS
(a) All employees shall at all times make an effort to perform their duties
in such a manner as to promote safe and efficient operation of their
department and the plant as a whole.
(1) Should a difference arise between an employee and the Company as
to the meaning and application of this Agreement or should a
difference arise as to the meaning and application of a recognized
practice, the employee with or without his steward shall present
his complaint to his foreman within ten (10) working days after
the date of the alleged wrong or within ten (10) working days
after the date the employee received his payroll check, whichever
is later. Failure by the employee and/or the Union to observe
this time limit shall cause the grievance to be considered settled
in favor of the Company.
(2) The foreman shall orally reply to the employee within five (5)
working days after the date the employee presented his complaint
in Section (1). Failure by the Company to observe this time limit
shall cause the grievance to be considered settled in favor of the
employee.
(3) If the employee is not satisfied with the foreman's reply, the
employee may request his steward to present the grievance in
writing to the Union Grievance Committee. If the Union Grievance
Committee believes that the complaint is justified, it may submit
the complaint in writing to the Plant Manager within five (5)
working days of the date of the foreman's reply in Section (2).
The Plant Manager shall schedule a meeting with the Union
Grievance Committee and any member or members of the staff that
the Plant Manager desires to have present. This meeting shall
take place within fifteen (15) working days of the date the Union
Grievance Committee submits the grievance to the Plant Manager.
Failure to observe any time limit shall cause the grievance to be
considered settled in favor of the employee if the Company has
failed to observe the time limit or in favor of the Company if the
employee and/or the Union has failed to observe the time limit.
(4) The parties shall use their best efforts to settle the complaint.
If the parties agree upon the disposition of the grievance, they
shall reduce their understanding to writing and the grievance
shall be settled. If the parties are unable to agree, the Union
Grievance Committee may at the employee's request and within
thirty (30) days of the date of the meeting between the Plant
Manager and the Union Grievance Committee submit the grievance in
writing to the Director of Industrial Relations or his
representative with copies to the International Vice President or
District
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Council Representative and the Plant Manager. The Director of
Industrial Relations shall contact the International Vice
President or District Council Representative within seven (7) days
after receipt of the grievance to schedule a meeting. The parties
shall use their best efforts to schedule the meeting within thirty
(30) days. Failure to observe any time limit shall cause the
grievance to be considered settled in favor of the employee if the
Company has failed to observe the time limit or in favor of the
Company if the employee and/or the Union has failed to observe the
time limit.
(5) After full consideration, and such conference as may be mutually
agreed upon with an International or District Council
Representative of the Union, the grievance shall be considered
settled when the employee's and the Company's representative shall
have reached an agreement.
(6) If the parties are unable to settle the grievance, either party
can notify the other party in writing that it intends to submit
the grievance to arbitration. This notice must be given within
ten (10) days of the last meeting in Section (5) OR AFTER TEN (10)
DAYS WRITTEN RESPONSE FROM THE COMPANY. The consent of the other
party is not required to arbitrate a grievance.
The foregoing to the contrary notwithstanding, either party may
exercise the following option:
For the purpose of expediting and facilitating the resolution of a
grievance which has been processed through step (5) of the
grievance procedure and which would otherwise be submitted to
arbitration, either the Company or the Union may elect to submit
said grievance to a panel which will consist of a Vice President
of the International Union or his representative and the Vice
President of Operations of the Company or his representative,
provided that no member of the panel can be a party to any
discussion of the grievance during an earlier step of the
grievance procedure. Each party can submit a maximum of five (5)
grievances to the panel during any calendar year. Only a
grievance about the interpretation of contract language in the
Basic or Local Agreement can be submitted to the panel. A party
electing to submit said grievance to the panel must notify the
panel and the other party within ten (10) days after a decision
has been made at step (5). The authority of said panel shall be
no greater than the authority of the arbitrator as set forth in
(d) of the grievance procedure. The panel shall meet at the Plant
where the grievance arose.
A maximum of two members of the Union Grievance Committee can
attend a panel meeting. The decision of the said panel shall be
final and binding upon the Company and the Union. In the event
the Union representative on the panel and the Company
representative on the panel are unable to agree, either the Union
or the Company may elect to submit such grievance to arbitration
as provided in step (6) of the grievance procedure. The party
electing to arbitrate the grievance must give notice to the other
party within ten (10) days after the Union representative on the
panel and the Company representative on the panel have jointly
informed the parties that the panel is unable to make a decision.
Failure to observe any time limit shall cause the grievance to be
considered settled in favor of the employee if the Company has
failed to observe the time limit or in favor of the Company if the
employee and/or the Union has failed to observe the time limit.
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(b) If either party does not notify the other within ninety (90) days of the
notice of its intent in (a) (6) above, that it now wishes to mutually
select an arbitrator and schedule a hearing date, then the parties shall
consider the grievance to have been withdrawn by the moving party.
When the moving party notifies the other of its wish to mutually select
an arbitrator, the parties shall select an arbitrator within ten (10)
days. Failing to reach an agreement upon the selection of an arbitrator,
the moving party may request the appointment of an arbitrator by either
the Federal Mediation and Conciliation Service or the American
Arbitration Association.
Grievances heard by the arbitrator must be presented in chronological
order based on the date the grievances were written except in discharge
cases which may be presented out of chronological order or in cases where
the parties have mutually agreed in writing to waive the chronological
order requirement.
(c) All time limits set forth in (a) and (b) shall be strictly observed; time
limits can be extended by a written agreement between the parties.
Whenever the term "working days" occurs in the grievance procedure, it
shall be defined by the parties to mean plant work days, Monday through
Friday.
Whenever the term "days" is used in this section, it shall be defined by
the parties to mean calendar days.
(d) The arbitrator shall consider only the grievance appealed to him and
shall have jurisdiction and authority only to interpret, apply, or
determine compliance with the provisions of this Agreement, and only the
extent necessary to determine the grievance. The arbitrator shall not
have jurisdiction or authority to add to, modify, detract from, or alter
in any way the provisions of this Agreement.
(e) The arbitrator's decision shall, at the request of either party, be in
writing and shall be final and binding on both parties. The fees and
expenses of the arbitration proceeding, except fees for witnesses brought
in by either party and legal counsel's fees, shall be borne equally by
the Company and the Union. Bargaining unit employees including
Committeemen who participate in arbitration proceedings shall not be
compensated by the Company.
(f) Grievances involving the provisions of the collective bargaining
agreement and occurring so as to be processed to arbitration at the same
time will be at the request of either party arbitrated before the same
arbitrator. However, it is agreed that not more than four (4) cases will
be heard at one series of hearings.
(g) Local Union officers and stewards off-duty and representatives of the
International Union and District Council shall, upon notice to the
Company, be permitted on Company's premises to investigate grievances.
(h) Meetings will be conveniently scheduled so as to complete all business
within the normal working day for day employees. Any employee who is
scheduled to work during the hours
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the meeting is held and who attends the meeting will be compensated by
multiplying the regular straight time hourly rate by the hours he attends
the meeting. In addition, if the employee attends the meeting beyond his
normal quitting time, he will be compensated for each additional hour he
attends the meeting by multiplying the regular straight time hourly rate
by one (1) and said additional hour or hours shall not count toward daily
or weekly overtime.
Any member of the Committee who is not scheduled to work during the hours
the meeting is held, who is not scheduled to work the third shift
immediately preceding the meeting, or who is not scheduled to work the
second shift immediately following the meeting, and who attends the
meeting, will be compensated by multiplying his regular straight time
hourly rate by all hours he attends the meeting. Any hours paid under
this paragraph shall not count toward the calculation of any penalty or
premium pay section of this Agreement including but not limited to daily
or weekly overtime. Any employee who is receiving S.U.B. benefits,
sickness and accident benefits, or Workmen's Compensation benefits for
the day of the meeting or who is absent due to disciplinary layoff shall
not receive any compensation under this paragraph.
When a meeting is scheduled at which a representative of the
International Union and a representative of the Company from Cleveland
will attend, any member of the committee who is scheduled work the third
shift immediately preceding the meeting will be excused from working the
third shift and will be compensated by multiplying eight (8) hours at the
regular straight time hourly rate plus shift differential if the employee
has attended the meeting.
Any member of the committee who is scheduled to work the second shift
immediately following the meeting will be excused from working the second
shift if the employee has attended the meeting for six (6) hours. In the
event the employee is excused from working the second shift, he will be
compensated by multiplying eight (8) hours at the regular straight time
hourly rate plus shift differential.
(i) The Company will reimburse no more than two (2) members of the Union's
bargaining Committee from each Local Union for scheduled time lost due to
attendance at and travel to and from Basic Agreement Negotiations. One
day travel time shall be allowed the day before such meeting, and one day
travel time shall be allowed after such meeting. The rate of pay will be
the regular straight time hourly rate including Sunday premium, if
applicable.
(j) Disciplinary letters issued to employees will remain in the Company's
employee file for twelve (12) months. At the end of the twelve (12)
month period, the disciplinary letters will not be used against the
employee in the future for purposes of progressive discipline. DISCIPLINE
OF ONE WEEK OR MORE WILL NOT BE USED AFTER FIVE YEARS.
This provision shall not apply if the discipline letter refers to a
disciplinary suspension of one week or more.
(k) Where there is a discussion between an hourly employee and a supervisor
that is intended as a disciplinary measure, the Company requests that a
grievance committeeman, job steward or other designated employee be
present.
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A "disciplinary measure" shall be limited to the issuing of a reprimand
or the imposition of a penalty to an employee about which a notation,
letter or unsatisfactory performance report is subsequently made part of
the employee's personnel file.
It shall be the responsibility of the Union to appoint and have available
on each shift a committeeman, job steward or other employee designated
for purposes of this section who shall be identified to the Corporation
in writing.
It is not the intent of this Section to expand the total number of
committeemen as provided for in each Local Supplemental Agreement.
(l) When a grievance involving pay is settled in favor of the Union, the
employee entitled to such pay shall be paid by the second pay following
the settlement.
ARTICLE X
STRIKES AND LOCKOUTS
(a) Having provided an orderly procedure for settling all disputes, the
Company agrees not to lock-out its employees and the Union agrees that
there will be no strikes or work stoppages during the term of this
Agreement.
(b) The Company agrees not to hold the Union liable when such activities are
not authorized by the Union, provided that the Union within forty eight
(48) hours orders its members to cease and desist from such activities.
(c) It shall not be a violation of this Agreement or cause for disciplinary
action including discharge if an employee refuses to cross a picket line
that has been established in full compliance with existing laws. Picket
lines established as a result of jurisdictional disputes, picket lines
established for the purpose of organizing in- plant non-bargaining unit
personnel, and/or informational picket lines are excluded from this
protection.
Notwithstanding the above, employees will not honor any picket line
unless authorized by the International Union. The International Union
will not be held liable for any subsequent damage to the Corporation
resulting from refusal of employees to cross an authorized picket line.
ARTICLE XI
SAFETY
(a) The Company will, according to its established practice, continue to
install such safety devices for the protection of the lives and health of
its employees as are required by the Workmen's Compensation laws of the
State in which the plants covered by this Agreement are located. The
Company will maintain the washhouse with heat, light and plenty of hot
water, and keep the toilets, fixtures and floors in a sanitary condition,
and will supply good drinking water wherever necessary about the plant.
Sufficient equipment and tools shall be maintained in a safe and
efficient working order, and the regulations and safety codes
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adopted by the Department of Labor of the applicable state, in the
interest of protecting the safety and health of industrial employees as
they affect this industry, be strictly observed by both parties.
(b) The Company agrees to furnish first aid and medical service to its
workers in any cases originating out of their work in the Company plant,
in compliance with the Workmen's Compensation laws of the applicable
state. Medical services shall be performed by a doctor to be agreed upon
by the Company and the plant safety committee, but at the request of the
injured, and the approval of the Plant Manager and Director of Industrial
Relations, other medical aid may be called in at the expense of the
Company for consultation or treatment of any cases. It is agreed that a
complete medical examination may be required before an applicant is
employed. Also, that complete medical examination may be made annually
or at any time at the discretion of the Company. Copies of such reports
and examinations will be kept on file by the Company and shall at all
times be available for inspection to such employees. Copies thereof
shall be furnished to such employee's designated physician upon request.
(c) A Joint Safety and Health Committee shall be established consisting of
four members, two appointed by the Company and two appointed by the Local
Union. In the event that a member is absent from a meeting of the
Committee, his alternate may attend and when in attendance shall exercise
the duties of the member. The Safety Director or his designee will be the
fifth member and act as Chairman of the Committee.
The Joint Committee shall meet as often as necessary, but not less than
once each month at a regularly scheduled time and place for the purpose
of jointly considering, inspecting, investigating and reviewing health
and safety conditions and practices and investigating accidents and for
the purpose of jointly and effectively making constructive
recommendations with respect thereto, including but not limited to the
implementation of corrective measures to eliminate unhealthy and unsafe
conditions and practices and to improve existing health and safety
conditions and practices. All matters considered and handled by the
Committee shall be reduced to writing, and joint minutes of all meetings
of the Committee shall be made and maintained. One union representative
to the Committee will accompany a Federal or State investigator on a
walk-around inspection or investigation, and will attend any pre-or
post-inspection conferences.
All time spent in connection with the work of the Committee by a Union
Representative including all time spent in pre-or post-inspection
conferences and walk-around time spent in relation to Federal and State
inspections and investigations as provided for above, shall be
compensated at the employee's regular straight time hourly rate. Any
time spent during the hours the employee is scheduled to work shall count
toward the calculation of any penalty or premium pay section of this
Agreement including, but not limited to daily or weekly overtime. Any
time spent outside of the hours the employee is scheduled to work shall
not count toward the calculation of any penalty or premium pay section of
this Agreement. No time spent outside of the hours the employee is
scheduled to work shall be compensated at a rate greater than one (1)
times the employee's regular straight-time hourly rate.
Any employee who believes his job presents a hazard to his safety or
health may request an immediate review of his job by the Joint Safety and
Health Committee.
30
<PAGE> 31
No employee shall be disciplined or discharged for refusing to work on a
job if his refusal is based on a bona fide claim that said job is not
safe or might unduly endanger his health or safety.
(d) (1) An employee shall be paid a premium when he is required to:
A. work within a kiln during the first ten (10) hours that the kiln
has been shutdown after it has been operating at a normal level;
B. work within a cooler during the first two (2) hours that the
cooler has been shut down after it has been operating at a normal
level;
C. work within a kiln precipitator during the first four (4) hours
following the shut down of the kiln providing the precipitator was
handling the kiln gases at the time of kiln shutdown;
D. work within a section of a kiln precipitator or a kiln baghouse
while the kiln is in operation and the other sections of the
baghouse or the precipitator are in use.
The premium shall be calculated by multiplying the regular
straight time hourly rate by one-half (0.5) for each and every
hour worked up to the 10, 2, and 4 hours mentioned in A, B, C, AND
D ABOVE. Said premium shall be paid in addition to whatever
compensation the employee is otherwise entitled to receive under
any other section of this Agreement.
(2) Each Plant Safety Committee will meet to determine those areas of
the Plant where an employee is subject to excessive radiant heat
for extended periods of time. The Committee will consider all
conditions which affect the level of heat encountered including
ambient air temperature. Upon making said determination, the
Committee will decide what the Company shall provide as reasonable
protective apparel against excessive radiant heat.
(3) In the event that an employee is required to work on top of roofs,
silos, scale a quarry face or work in a silo, UNDER CONDITIONS
WHERE A PREMIUM HAS CUSTOMARILY BEEN PAID, the hours worked shall
be compensated for by multiplying the regular straight time hourly
rate by one-half (0.5) for each and every hour worked UNDER THESE
CONDITIONS and this work premium shall be paid in addition to
whatever compensation the employee is otherwise entitled to
receive under any other section of this Agreement.
(e) Should the Company require an employee to wear foot protection, the
Company will furnish such protection without cost to the employee. The
liability of the Company with regard to safety shoes will be limited to
not more than two (2) pair in any one year. A new pair of shoes will
only be provided an employee when the worn out pair is turned in for
replacement. THE COMPANY AGREES TO ALLOW AN $80 REIMBURSEMENT FOR SAFETY
SHOES BEGINNING MAY 1, 1998. THIS ALLOWANCE IS TO BE INCREASED BY $2.50
ON THE ANNIVERSARY DATE EACH YEAR OF THE AGREEMENT.
31
<PAGE> 32
(f) If a mandatory eye protection program is adopted: (1) the Company will
pay for the cost of the eye examination if safety glasses with corrective
lenses are required; (2) the Company will pay for safety glasses whether
or not the glasses require corrective lenses. Safety glasses with or
without corrective lenses will not be replaced more than once a year
unless broken or otherwise damaged on the job.
(g) The Company shall furnish all tools and equipment for its employees
except to repairmen and other skilled trades, in which case these
employees shall furnish their own hand tools. "Hand tools" as used
herein shall not include socket sets, wrenches more than twelve (12)
inches long, and all other specialized tools incident to the work of the
mechanical, maintenance and skilled trades. Any hand tool that the
employee uses in the performance of his job duties will be replaced by
the Company if they are broken, worn out, lost or stolen. Unusable tools
will be presented to the Company prior to replacement. Lost or stolen
tools must be immediately reported to the Company for replacement
approval. Employees temporarily transferred to maintenance
classifications shall be supplied with necessary tools.
(h) The Furnishing of Gloves: The Company will continue its existing local
practices regarding the furnishing of gloves.
Employees who are not presently receiving gloves under existing local
practices shall receive one pair of gloves at the beginning of each
contract year, and each such employee shall receive a maximum of one
additional pair per contract year from the Company upon return of his
worn out gloves.
In the event such an employee wears out and returns the two pairs of
gloves provided to him, the Company shall sell him an additional pair of
gloves for each worn out pair of Company provided gloves he returns.
Said gloves shall be sold to the employee at the price paid by the
Company.
(i) If the Company requires an employee to take a physical examination, the
Company agrees to pay for the physical examination and also agrees to pay
the employee at his straight time hourly rate for all time spent in the
doctor's office taking the physical examination; provided, however,
employees receiving S & A and/or Workmen's Compensation benefits are not
entitled to any compensation under this section. (Doctor releases for
returning to work are not considered physical examinations and will not
be paid under this section).
ARTICLE XII
MILITARY SERVICE
(a) The Company and the Union shall comply with the Universal Military
Training and Service Act of 1950, as amended.
(b) Active employees with one year seniority and who are in the Reserve of
any branch of the military service, including the National Guard, who are
required to attend a summer
32
<PAGE> 33
encampment as part of their Reserve obligation shall receive from the
Company the difference between the amount of pay received for such
encampment and his regular straight time hourly rate of pay for up to a
maximum of two (2) weeks per calendar year.
ARTICLE XIII
SUPPLEMENTAL UNEMPLOYMENT BENEFIT PLAN
The Company agrees to pay out of its funds (and not out of the Trust Fund
established under Article III of the Plan) benefits in amounts equal to those
provided by Section 2 of Article VIII of the Plan upon termination of
employment on or after May 1, 1965, after an employee (as defined in Section 6,
Article II of the Plan) is sixty-five years old, provided such employee is not
eligible for a pension under the current Pension Plan for Hourly Employees of
the Company.
The foregoing to the contrary notwithstanding, the above payment shall not be
paid directly by the Company until termination benefits paid from the Trust and
Contingent Funds exhaust those funds.
ARTICLE XIV
SUBCONTRACTING
(a) The Company will not contract for production or maintenance work
customarily performed by its own employees unless it is more economical,
expeditious, and/or efficient to do otherwise.
(b) The Company may enter into contract arrangements for obtaining raw
materials, semi-finished or finished products.
(c) Notwithstanding the above, the Company will not contract or subcontract
work covered by Paragraphs (a.) or (b.) above if it will directly result
in the 1) laying off of (or failure to recall qualified) bargaining unit
employees, or 2) the reduction of hours of bargaining unit employees
below 40 hours a week; or 3) reduction of employees to a lower rated
classification.
It is understood that layoffs attributable to such things as inventory or
production adjustments, changes in methods, processes or technologies,
and/or break downs or failure of equipment power failure or any
conditions beyond the control of the Company, are specifically exempted
from this commitment.
(d) Further, (a), (b) and (c) above does not apply to new construction or to
construction involved in major modification work.
(e) The Company agrees to notify the Local Union in writing with a copy to
the International or District Representative who services the Local
Union, sent by registered mail, at least fourteen (14) days in advance if
reasonably possible, and to meet with the Union, upon request by the
Union, for explanation of the reasons causing the Company to decide to
contract any production and maintenance work. The parties agree that
while notification is
33
<PAGE> 34
an important part of the working relationship between the parties and
should be adhered to in order to reduce the number of disputes concerning
sub-contracting the parties also recognize and agree that this Section of
the Contract does not require any penalty when the Company fails to give
proper written notice of its intention to sub-contract.
ARTICLE XV
MISCELLANEOUS
(a) The Company will enter into a Union label agreement for the Company's
packaged products.
(b) All basic, supplemental, pension, S.U.B. and insurance agreements will be
printed at the Company's expense and will bear the Union label. The
Company will provide each local with a supply of the booklets. The
Company will print all Agreement booklets in large and legible type.
(c) If the Union alleges that a Leadman or Temporary Foreman is exceeding or
abusing his authority or that his actions violate the Contract, the Union
may grieve their allegations directly to the Plant Manager. The Company
will notify the employees involved whenever a Leadman or Temporary
Foreman is being assigned.
ARTICLE XVI
401(k)
THE COMPANY WILL ESTABLISH A 401(k) PLAN TO BEGIN AUGUST 1, 1998 WITH
EMPLOYEE CONTRIBUTIONS UP TO 4% TO BE MATCHED 50% BY THE COMPANY.
BEGINNING MAY 1, 2000, EMPLOYEE CONTRIBUTIONS UP TO 5% TO BE MATCHED 50%
BY THE COMPANY, AND MAY 1, 2002 EMPLOYEE CONTRIBUTIONS UP TO 6% TO BE
MATCHED 50% BY THE COMPANY.
ARTICLE XVII
TERM OF AGREEMENT
(a) This Agreement shall be binding upon the parties hereto, their
successors, administrators, executors and assigns. In the event of the
sale or lease by the Company of any of the plants covered by this
Agreement, or in the event the Company is taken over by sale, lease,
assignment, receivership or bankruptcy proceeding, such operations shall
continue to be subject to the terms and conditions of this Agreement for
the life thereof.
The Company will notify the Union immediately prior to any Company press
release concerning the intended sale or completed sale of a Plant.
34
<PAGE> 35
The Company shall give notice of the existence of this Agreement to any
purchaser, lessee or assignee of said plant. Such notice shall be in
writing with a copy to the Union not later than the effective date of the
sale.
(b) After ratification by the members of the Local Unions this Agreement
shall become effective and remain in full force and effect and be binding
upon the parties hereto from the date ratification is certified by the
International Union to and including April 30, 2004 and it shall continue
in full force and effect thereafter from year to year until either party
on or before March 1st of any year, beginning March 1, 2004 gives written
notice to the other party of its desire or intention either to alter or
modify or to terminate the same. If such notice is given, the parties
hereto shall begin negotiations not later than March 31st in such year
and this Agreement shall continue in full force and effect until
completion and signing a new Agreement, provided, however, that after
such negotiations have continued without reaching an agreement until May
1st in any year, then either party may terminate this Agreement, at any
time thereafter upon notice.
(c) The written notice set forth in (b) above by either party shall contain
any changes or amendments desired, and only such changes or amendments as
are contained in the two written notices shall be discussed by the
conferees.
(d) The proposals and counter-proposals made by each party shall not be used,
or referred to, in any way during or in connection with the arbitration
of any grievance arising under the provisions of the Agreement.
Ratification of this Basic Agreement and the Local Agreements was certified by
J.C. Todd, International Union Representative, on ______________________.
<TABLE>
<S> <C>
FOR THE MEDUSA CEMENT COMPANY FOR THE UNITED CEMENT, LIME
(DIVISION OF MEDUSA CORPORATION) GYPSUM AND ALLIED WORKERS
DIVISION (Boilermakers Union)
- ----------------------------------- -----------------------------------
- ----------------------------------- -----------------------------------
- ----------------------------------- -----------------------------------
FOR THE CLINCHFIELD PLANT FOR LOCAL D-23
- ----------------------------------- ------------------------------------
- ----------------------------------- ------------------------------------
</TABLE>
35
<PAGE> 36
August 5, 1987
Mr. August Clavier
THE CEMENT, LIME, GYPSUM AND
ALLIED WORKERS DIVISION
Alpena, Michigan 49707
Dear Mr. Clavier:
This letter will confirm that the Company has not entered into any secret
agreements with any sub-contractors for the purpose of making reductions in
employment at the plants nor does it have any plan to enter into any agreements
the effect of which would be in violation of the sub-contracting clause of the
labor agreement.
Sincerely,
Peter H. Geis
Corporate Director of
Labor Relations
36
<PAGE> 37
AGREEMENT BETWEEN
MEDUSA CEMENT COMPANY
(Division of Medusa Corporation)
and
THE CEMENT, LIME, GYPSUM AND ALLIED WORKERS DIVISION
(INTERNATIONAL BROTHERHOOD OF BOILERMAKERS, IRON SHIP
BUILDERS, BLACKSMITHS, FORGERS AND HELPERS, AFL-CIO)
LOCAL UNION NO. D23 - CLINCHFIELD, GEORGIA
LOCAL SUPPLEMENTAL AGREEMENT
EFFECTIVE MAY 1, 1998 TO MAY 1, 2004
<PAGE> 38
LOCAL UNION NO. D23
CLINCHFIELD, GEORGIA
<TABLE>
<S> <C> <C>
I Agreement and Purpose 1
II Union Recognition and Security 1
III Management 2
IV Seniority 2
V Working Conditions 3
VI Shift Differentials 4
VII Vacations with Pay 4
VIII Holidays 6
IX Miscellaneous 6
X Term of Agreement 9
Wage Rates 10
Clinchfield Seniority List 22
</TABLE>
<PAGE> 39
AGREEMENT BETWEEN
MEDUSA CEMENT COMPANY
(Division of Medusa Corporation)
and
THE CEMENT, LIME, GYPSUM
AND ALLIED WORKERS DIVISION
(International Brotherhood of Boilermakers, Iron Ship
Builders, Blacksmiths, Forgers and Helpers, AFL-CIO)
LOCAL UNION NO. D23
CLINCHFIELD, GEORGIA
ARTICLE I
AGREEMENT AND PURPOSE
(B.A. Article 1)
(A) This Agreement is by and between the Medusa Cement Company, hereinafter
called the "Company" and the Cement, Lime, Gypsum and Allied Workers
Division, Local Union No. D23 affiliated with the Cement, Lime, Gypsum
and Allied Workers Division (International Brotherhood of Boilermakers,
Iron Ship Builders, Blacksmiths, Forgers and Helpers, AFL-CIO)
hereinafter called the "Union" and is supplemental to and a part of the
Basic Agreement dated May 1, 1998 by and between the Company and the said
Division.
ARTICLE II
UNION RECOGNITION AND SECURITY
(B.A. Article II)
Section 1. The Plant Committee shall consist of employees designated by the
Union. The Committee shall consist of six members regardless of the number of
departments. However, no more than two members from any one department nor
more than one member from a single classification in any one department may be
a member, unless there are ten or more employees in a single classification, in
which case, two members may be from that classification.
Section 2. The Company is willing to meet, at any time, that will not
interfere with the operation of the mill, any of its employees or
representatives of its employees not connected with competitive companies for
the purpose of discussing wages, hours, and working conditions with the object
of reaching a satisfactory agreement. It is understood, however, that requests
for meetings by either party and the items to be discussed will be presented in
writing to the proper officials of either party a reasonable time prior to the
date of the meeting.
1
<PAGE> 40
Section 3. The Company will mark and provide two (2) Bulletin Boards (one
at Plant and one at Quarry) to be used by the Union only and will provide the
Union with a lock and key for the boards, provided the information posted is
limited to notices of bona fide activities and meetings of the Union. Other
information or postings shall be approved by the Company.
ARTICLE III
MANAGEMENT
(A) The Agreement recognizes the inherent right of the Company to conduct its
business in all particulars, except as modified herein and in the Basic
Agreement.
(B) The Management of the plant and direction of the working force, and the
right to hire and discharge are vested exclusively in the Company. The
Company agrees to show reasonable cause for discharge if requested to do
so within ten (10) days.
ARTICLE IV
SENIORITY
(B.A. Article 111)
Section 1. Any employee detained from work on account of sickness or for
any other good reason shall notify the Supervisor of Safety and Employee
Relations, or his Foreman, as soon as possible. Any employee on leave shall
notify his foreman at least eight (8) hours prior to returning to work.
Section 2. Postings and "bids" for Laboratory positions, above "Mixmen"
shall be limited to qualified Mixmen. Similarly, employees in such higher
classifications shall not be subject to being "rolled" by plant employees,
other than qualified Mixmen, nor may they "roll" other Mixmen.
Section 3. Clerical employees shall be considered a separate seniority
group. Such employees shall not be subject to displacement, during periods of
temporary plant shutdown or layoff, by other plant employees, nor shall they,
under similar circumstances, displace other plant people.
Section 4. Clerical employees' daily schedules shall be eight (8) hours and
the weekly schedule five (5) days, Monday through Saturday, with alternating
Saturdays off.
Section 5. An employee in the Store Room Clerk Classification may not bid
out of that classification prior to completing five years in the classification
without the Company's permission.
Section 6. Any employee absenting themselves from work for five (5)
consecutive days without good and satisfactory reasons may be discharged and
dropped from the seniority list and payroll of the Company.
2
<PAGE> 41
ARTICLE V
WORKING CONDITIONS
(B.A. Article V)
Section 1. The Company reserves the right to call out the quarry employees
on any or all six working days.
Section 2. Any charge of favoritism in promotions or in any other matter,
supported by proof, shall be considered a grievance under this contract.
Section 3. Overtime in the various departments shall be equally
distributed, insofar as is practicable, among the employees on the classified
jobs involved, providing such employees are working on such jobs at the time
the overtime is required.
Section 4. The Company will allow an employee in a higher or equal rated
job to bid for the Relief Mixman job, however, when a higher rated employee who
has been awarded the job performs such work, he will be paid at the Mixman's
rate of pay.
Section 5. If an employee who does not receive a paid lunch is notified
prior to the end of his shift that he is to return prior to the start of his
next scheduled shift, he shall receive a break no earlier than four hours after
he returned to work. The timing of this break shall be determined by the
employee's foreman and the efficient operation of the plant shall be
controlling. The 15 minute break shall be strictly construed to be the total
time away from the job. Under no circumstances can this break occur more than
24 hours after he originally started work on the day in question.
3
<PAGE> 42
ARTICLE VI
SHIFT DIFFERENTIALS
(B.A. Article VIII)
Section 1. Any employee beginning work on a scheduled shift and who works
into the succeeding shift shall receive the shift differential applicable to
the shift on which the additional hours are worked. No differential will be
paid for work on the day shift.
Section 2. An employee who begins to work at a time not specified as a
designated shift shall be paid a differential of 52 cents per hour for all
hours worked by him during the scheduled second shift, and a differential of 75
cents per hour for all hours worked by him during the scheduled third shift.
Section 3. For the purpose of this Article:
(a) All shifts beginning between 7:00 a.m. and 11:00 a.m.
inclusive shall be considered day shifts.
(b) All shifts beginning between 3:00 p.m. and 7:00 p.m.
inclusive shall be considered the second shift.
(c) All shifts beginning between 11:00 p.m. and 2:00 a.m.
inclusive shall be considered the third shift.
ARTICLE VII
VACATIONS WITH PAY
(B.A. Article Vl)
Section 1. In accordance with Article Vl(a) of the Basic Agreement, any
employee who works during at least thirteen (13) weeks of the next previous
contract year shall be granted a vacation off work without loss of pay,
according to the schedule in Section (b) of Article Vl of the Basic Agreement.
Section 2. An employee absent for a full workweek solely because of illness
or injury shall be considered to have received pay in that workweek and
provided, further, that no more than four and one-half (4-1/2) such workweeks
of absence shall be so counted in the next previous contract year in
determining vacation eligibility.
Section 3. Vacation will not be cumulative but may be arranged at any time
between January 1 and December 31st, at the option of the Company management,
and they shall be scheduled to agree with the employee's wishes insofar as is
possible if he expresses a choice in writing. In cases of conflict, seniority
shall determine priority of choice. In exercising its rights to schedule
vacation periods, the Company will not require any employee who is on layoff to
take his vacation during period of plant shutdowns or curtailment of
operations.
4
<PAGE> 43
Section 4. All vacations shall start at the beginning of the workweek as
defined. The Company will pay vacation compensation to an employee at the
start of his vacation upon written request to the Plant Manager.
Section 5. Employees entitled to two (2) or more weeks of vacation may be
permitted to take such vacation in separate periods of not less than one (1)
week each.
Vacation preference can be exercised by the following procedure:
A. Each employee will be allowed to select an initial vacation period
of not more than two (2) weeks. In case of conflict, seniority
shall determine priority of choice.
B. Each employee will be allowed to select subsequent vacation
periods of not more than one (1) week. In case of conflict,
seniority shall determine priority of choice.
C. AT THE OPTION OF THE EMPLOYEE, ONE WEEK OF HIS VACATION MAY BE
TAKEN IN SINGLE DAYS, PROVIDED THAT HE STATES HIS INTENTIONS WHEN
SELECTING HIS VACATION AT THE START OF THE CALENDAR YEAR.
WHEN MAKING THE FINAL SELECTION OF THE SINGLE VACATION DAYS, THE
EMPLOYEE SHALL GIVE AS MUCH NOTICE AS POSSIBLE BUT NOT LESS THAN
72 HOURS AND REQUEST APPROVAL BY THE PLANT MANAGER TO TAKE THE
VACATION DAYS CHOSEN. THIS REQUEST SHALL NOT BE UNREASONABLY
WITHHELD.
IF AN EMPLOYEE'S SCHEDULE IS CHANGED AFTER THE THURSDAY POSTING AS
A RESULT OF ANOTHER EMPLOYEE TAKING A VACATION DAY ONE DAY AT A
TIME, THERE SHALL BE NO SCHEDULE PENALTY PAID TO SUCH EMPLOYEE.
SINGLE DAY VACATION WHICH IS NOT SCHEDULED AND APPROVED BY
SEPTEMBER 1 OF EACH YEAR WILL BE SCHEDULED BY MANAGEMENT.
It is understood and agreed that the Company will begin requesting
vacation preference selections no sooner than one (1) month prior to the
beginning of the calendar year when such vacations become due, and the Company
will be allowed to schedule any vacation periods requested from an employee for
which the employee fails to submit a selection within three (3) days following
the notification of the request for the vacation selection.
This agreement does not modify or limit the Company's right to
schedule vacations contained in Article VI(D) of the Basic Agreement between
the Company and the International Union.
Section 6. Employees who have one (1) or more years of service and who are
separated from service for any reason will receive vacation pay due them on the
following basis: One-twelfth (1/12) vacation credit for each one hundred (100)
hours worked in his current calendar year.
In the event the employment of any such employee is terminated for any
reason, the Company shall pay to the employee, or to his beneficiary in the
event of his death, all vacation pay due.
5
<PAGE> 44
Section 7. Company scheduled vacations may be canceled at the employee's
option during periods of layoff due to plant shutdown or curtailment of
operation. Employees so involved shall lose seniority selection for
rescheduled vacation weeks.
Section 8. Eligibility to bid on and hold vacation relief jobs:
Classified employees can hold one (1) bid relief job of equal or
greater pay.
Laborers can hold two (2) bid relief jobs.
(Relief jobs as referred to here are jobs which are held by an
employee in addition to his classified job and does not refer to jobs such as
Quarry Vacation Relief Man, Relief Man-Raw, Relief Man-Burning, Relief
Man-Yard, and Relief Man-Quarry).
Section 9. Scheduling of vacation during week of Christmas:
Senior employees will not be allowed to take Christmas week every year
if they are junior employees desiring to have this week off who have not had it
since the senior employees have.
Section 10. Assignment of Vacations:
Whenever it is necessary to assign vacations, assignments will be made
on the basis of one (1) week to each employee beginning with the junior
employee.
Section 11. Rate of pay for Quarry Vacation Relief Man during his personal
vacation periods and holidays:
The employee permanently classified as Quarry Vacation Relief will be
paid Bracket 12 whenever he is on vacation and for holidays not worked.
ARTICLE VIII
HOLIDAYS
(B.A. Article VII)
Section 1. Holidays recognized are New Year's Day, Washington's Birthday,
Martin Luther King's Birthday, Memorial Day, Independence Day, Labor Day,
Columbus Day, Veteran's Day, Thanksgiving Day, December 24th, Christmas Day.
When Christmas Eve falls on Sunday, holidays will be observed on Saturday and
Monday.
ARTICLE IX
MISCELLANEOUS
(B.A. Article XV)
Section 1. Requirement that maintenance employees progressing to Repairman
be able to weld:
6
<PAGE> 45
All upgrading Maintenance Helpers are expected to learn to weld as
part of their training toward Repairman classification.
Section 2. Filling of vacancies in clerical group:
While vacancies in clerical group are not subject to bidding
procedure, the Company will post a notice so hourly employees can express a
desire to be considered for any vacancy in the group.
Section 3. The parties reaffirm the understanding that the manning of the
plant and the job duties of each job are determined solely by the Company.
Section 4. The installation of a Hydra-Life Truck Classification to the
Job Classification and Wage Rate Schedule does not permit the Company to
replace maintenance personnel with laborer without paying maintenance rates.
Section 5. The Company normally requires a Doctor's statement based on an
employee's past record and the particular circumstances involved in the
particular absence. Should the Company's supervisor demand a Doctor's
statement under circumstances the Local Committee feels unjustified, this
complaint shall be brought directly to the attention of the Plant Manager who
shall review the complaint for appropriate action.
Section 6. The classifications assigned to operate the Vulcanizing
machine will be either a plant or quarry maintenance person. No less than Job
Class 17 will be paid to such employee.
Section 7. On a particular assignment, if conditions exist which would
pose an immediate threat to the employee's health or safety, he should bring
the condition to his supervisor's attention for his review and appropriate
action.
Section 8. The parties to this Supplemental Agreement agree to modify
Article V (o) of the Basic Agreement, first paragraph, to read 15 minutes
rather than 30 minutes.
Section 9. The amount of hours spent on Dust Collector premium will be
updated and posted weekly.
Section 10. The Company will ensure that the individual(s) who operate the
Lorain Crane are qualified.
Section 11. The Company and Union agreed to continue local agreements,
#75-1, 76-2, 77-1, 80-1, 80-2 and modified 76-3.
Section 12. The annual posting of attendance records on the plant bulletin
board is for information purposes.
Section 13. The Company representatives and plant management will continue
to discuss individual overtime problems with the International Union and Local
Union representatives to continue to resolve problems where applicable.
7
<PAGE> 46
Section 14. When an employee on a bid job is assigned to replace an
employee who is off work on extended disability, he may request to be returned
to his bid classification after six months and the Company will not refuse such
request without good and sufficient reason.
Section 15. The Company will review an employee's original
disqualification if he should rebid that job or upon request of the local
committee.
Section 16. The Company will post job bids in the main office.
Section 17. The Supervisor will ensure that the phones are answered
properly during Plant shutdowns.
Section 18. When an employee turns in his worn out safety shoes for
replacement, he may receive rubber safety boots in place of safety shoes if he
so requests.
Section 19. The parking lot will be maintained in satisfactory condition.
Section 20. The Company will continue to work with individuals concerning
accommodating their specific problems involving advance scheduling consistent
with the interest of efficient plant operations.
Section 21. The Company will notify the Union concerning any substantial
change in its waste fuel permit status prior to any Company public announcement
of the change.
Section 22. The Company will provide some sort of ground cover to prevent
laying in mud when working on mobile equipment in the Quarry.
Section 23. The Company will continue its efforts to remove pigeons and
will review removal of accumulated pigeon waste in the power house, and other
areas of the plant.
8
<PAGE> 47
ARTICLE X
TERM OF AGREEMENT
(B.A. Article XVI)
This Agreement shall have the same effective date and term and is subject to
the same conditions and expiration provisions as the Basic Agreement.
IN WITNESS WHEREOF, this Agreement between the parties has been executed by
their duly authorized representatives ,1998.
<TABLE>
<S> <C>
FOR THE MEDUSA CEMENT COMPANY FOR THE UNITED CEMENT, LIME
(DIVISION OF MEDUSA CORPORATION) GYPSUM AND ALLIED WORKERS
DIVISION (Boilermakers Union)
- ------------------------------------- ------------------------------------
- ------------------------------------- ------------------------------------
- ------------------------------------- ------------------------------------
FOR THE CLINCHFIELD PLANT FOR LOCAL D-23
- ------------------------------------- -------------------------------------
- ------------------------------------- -------------------------------------
</TABLE>
9
<PAGE> 48
WAGE RATES - CLINCHFIELD PLANT
<TABLE>
<CAPTION>
EFFECTIVE
---------
BRACKET JOB TITLE 5/1/98 5/1/99 5/1/00 5/1/01 5/1/02 5/1/03
- ------- --------- -------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 (1) Laborer $13.74 $14.34 $14.89 $15.44 $15.99 $16.64
2 TIRE HANDLER-LABOR 15.91 16.51 17.06 17.61 18.16 18.81
3 Coal Unloader 16.06 16.66 17.21 17.76 18.31 18.96
Floorman
Beltman
Gypsum Unloader
Quarry Vacation Relief
4 Vacant 16.21 16.81 17.36 17.91 18.46 19.11
5 Pump and Binman 16.36 16.96 17.51 18.06 18.61 19.26
Sampler
Raw Bin Man
Oiler/Laborer
NO. 830 SWEEPER
6 Oiler 16.51 17.11 17.66 18.21 18.76 19.41
7 Bulk Weigher 16.66 17.26 17.81 18.36 18.91 19.56
Checker
Truck Driver (yard)
Fork Lift Operator
Helper
Shipping Clerk
Storeroom Clerk - Progressive
Lube Man Maintenance - Progressive
Supersucker Operator
8 Small Payloader Operator 16.81 17.41 17.96 18.51 19.06 19.71
9 Miller 16.96 17.56 18.11 18.66 19.21 19.86
Reliefman - Raw
Hydra-Lift Truck
10 Motor Tender 17.11 17.71 18.26 18.81 19.36 20.01
Packers
Relief Operator - Packing
Control Attendant Bulk
</TABLE>
10
<PAGE> 49
WAGE RATES - CLINCHFIELD PLANT
<TABLE>
<CAPTION>
EFFECTIVE
---------
BRACKET JOB TITLE 5/1/98 5/1/99 5/1/00 5/1/01 5/1/02 5/1/03
- ------- --------- ---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
11 Clinker Craneman $17.26 $17.86 $18.41 $18.96 $19.51 $20.16
Locomotive Craneman
Driller
Reliefman - Yard
Storeroom Clerk **
Crusher Feeder & Cleanup
Payloader Operator
12 Motor Scraper Operator 17.41 18.01 18.56 19.11 19.66 20.31
Road Grader Operator
TRUCK DRIVER - DIESEL
TRUCK-MOTOR SCRAPER OPERATOR
13 BULLDOZER OPERATOR 17.56 18.16 18.71 19.26 19.81 20.46
14 Raw Craneman 17.71 18.31 18.86 19.41 19.96 20.61
15 Mixman 17.86 18.46 19.01 19.56 20.11 20.76
Prelmo
16 Vacant 18.01 18.61 19.16 19.71 20.26 20.91
17 Shovel Operator 18.16 18.76 19.31 19.86 20.41 21.06
Loader Operator (Quarry)
Repairman
Truck Mechanic (Non-Diesel)
Dragline Operator
Lube Man Maintenance
Quarry Utility
Relief Operator - Packing
Bricklayer
Excavator Operator
18 Electric Repair 18.31 18.91 19.46 20.01 20.56 21.21
19 Maintenance Electrician 18.46 19.06 19.61 20.16 20.71 21.36
Physical Tester
Laboratory Assistant
Truck Mechanic (Diesel)
Machinist
Analyst
Instrumentman
Physical Tester & Relief
</TABLE>
11
<PAGE> 50
WAGE RATES - CLINCHFIELD PLANT
<TABLE>
<CAPTION>
EFFECTIVE
---------
BRACKET JOB TITLE 5/1/98 5/1/99 5/1/00 5/1/01 5/1/02 5/1/03
- ------- --------- ---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
20 Vacant $18.61 $19.21 $19.76 $20.31 $20.86 $21.51
21(2)Control Room Attendant 18.76 19.36 19.91 20.46 21.01 21.66
(2)Relief Man - Burning
</TABLE>
When an End Loader is used in the Quarry loading as a supplement to the shovel
or is used at any time in the production process, wage Grade 17 shall apply.
When Small Payloader Operator (less than 4 1/2 Yards) is used, wage Grade 8
shall apply.
When Hydra-Lift Truck is used, Wage Grade 9 shall apply.
(1) Laborers hired after May, 1998 shall be paid in accordance with the
following schedule:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
New Hire Rate $10.30 10.76 11.17 11.58 11.99 12.48
I 6 Months after D.O.H. 10.99 11.47 11.91 12.35 12.79 13.31
II 1 Year after D.O.H. 12.37 12.91 13.40 13.90 14.39 14.98
III 1-1/2 Years after D.O.H. 13.74 14.34 14.89 15.44 15.99 16.64
</TABLE>
THE COMPANY AGREES TO INCREASE THE NEW HIRE RATE FOR LABORERS TO BEGIN 75% OF
BRACKET 1, AFTER SIX MONTHS SERVICE, 80% OF BRACKET 1, AFTER 12 MONTHS OF
SERVICE, 90% OF BRACKET 1, AFTER 18 MONTHS OF SERVICE, 100% OF BRACKET 1.
(2) WAGE RATE FOR CONTROL ROOM ATTENDANT AND RELIEF MAN BURNING
EFFECTIVE:
<TABLE>
<CAPTION>
5/1/98 5/1/99 5/1/00 5/1/01 5/1/02 5/1/03
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$19.26 20.11 20.91 21.46 22.01 22.66
</TABLE>
** Future holders of this classification shall progress from Bracket 7 to
11 in twenty four (24) months if performance is satisfactory. Review
will be made every six months.
12
<PAGE> 51
MEMORANDUM OF UNDERSTANDING
When an employee is notified before the end of his shift but before he has
clocked out, to return to work, he shall be considered to be on call-out for
pay purposes when he returns to work.
This shall not apply when an employee reports late for such assignment and
sufficient work on that assignment is not available to complete four hours of
work.
This shall also not apply when an employee is told to report early for his next
shift and does not modify Article V(e)(3) of the Basic Agreement.
13
<PAGE> 52
Mr. Thomas Hawkins
Chairman, Local D23
UNITED CEMENT, LIME GYPSUM AND
ALLIED WORKERS' INTERNATIONAL UNION
Clinchfield Plant
Dear Mr. Hawkins:
It is understood by both the Union and the Company that the Director of
Industrial Relations will contact the payroll department of each plant to make
arrangements that will allow for S.U.B. payments to be made by the end of the
second week an employee is laid off. This arrangement will be made within a
six (6) week period following the ratification of the 1975 contracts by the
Local Union.
It is further understood that any S.U.B. payments made in advance of meeting
the requirement of the existing S.U.B. agreement between the parties will
remain subject to Section 7, Recovery of Overpayments, of the S.U.B. Agreement.
Very truly yours,
Peter H. Geis
Director of Labor
Relations & E.E.O.
14
<PAGE> 53
MEMORANDUM OF CLINCHFIELD LOCAL AGREEMENT NO. 75-1
IT IS UNDERSTOOD AND AGREED BY THE MEDUSA CEMENT COMPANY AND THE UNITED CEMENT,
LIME AND GYPSUM WORKERS' LOCAL NO. 23 THAT A JOB CLASSIFICATION OF GYPSUM
UNLOADER WILL BE ESTABLISHED AT THE CLINCHFIELD PLANT IN PAY GRADE (3). IT IS
FURTHER UNDERSTOOD AND AGREED THAT THIS JOB CLASSIFICATION IS ESTABLISHED FOR
RATE PURPOSES ONLY AND IS NOT TO BE POSTED FOR BIDS.
THE CONDITIONS OF THIS AGREEMENT WILL BECOME EFFECTIVE ON THE DATE SIGNED BY
BOTH PARTIES.
<TABLE>
<S> <C>
MEDUSA CEMENT COMPANY LOCAL NO. 23
- ------------------------------- ------------------------------
- ------------------------------- ------------------------------
- ------------------------------- ------------------------------
</TABLE>
15
<PAGE> 54
MEMORANDUM OF CLINCHFIELD LOCAL AGREEMENT 76-2
IT IS UNDERSTOOD AND AGREED BY THE MEDUSA CEMENT COMPANY AND THE UNITED CEMENT,
LIME, AND GYPSUM WORKERS' LOCAL NO. 23 THAT WHEN AN EMPLOYEE IS INSTRUCTED BY
MANAGEMENT TO RETURN TO WORK AFTER THE EMPLOYEE HAS PUNCHED OUT, SUCH EMPLOYEE
SHALL BE CONSIDERED TO BE ON CALL-OUT UNDER THE CONDITIONS OF ARTICLE V (e) (3)
OF THE BASIC AGREEMENT. THIS SHALL SUPERSEDE AND VOID THE PRIOR UNDERSTANDING
AND PAST PRACTICE WHERE AN EMPLOYEE HAD TO HAVE BOTH FEET ON THE GROUND AT THE
BOTTOM OF THE STEPS AT THE TIME CLOCK BEFORE HE WAS ENTITLED TO RECEIVE
CALL-OUT PAY IF ASKED TO STAY.
THE CONDITIONS OF THIS AGREEMENT WILL BECOME EFFECTIVE ON THE DATE SIGNED BY
BOTH PARTIES.
<TABLE>
<S> <C>
MEDUSA CEMENT COMPANY LOCAL NO. 23
_______________________DATE _______ _______________________DATE _______
_______________________DATE _______ _______________________DATE _______
_______________________DATE _______ _______________________DATE _______
</TABLE>
16
<PAGE> 55
MEDUSA CEMENT COMPANY
CLINCHFIELD PLANT
LOCAL AGREEMENT NO. 76-3
It is agreed and understood by the Medusa Cement Company and the United Cement,
Lime and Gypsum Workers' Local No. 23 that in the awarding of all future
permanent vacancies, qualifications (skill and ability) gained through
temporary assignment to a job will not be considered in determining the
successful bidder for the job bid. It is further agreed and understood that
the above interpretation will apply only to the initial job posted for bid, and
will not apply to subsequent jobs posted for bid which result from the vacancy
created by the initial job award.
The conditions of this agreement become effective on September 10, 1976.
<TABLE>
<S> <C>
MEDUSA CEMENT COMPANY LOCAL NO. 23
- ------------------------------- ------------------------------
- ------------------------------- ------------------------------
- ------------------------------- ------------------------------
</TABLE>
17
<PAGE> 56
Additional Language - Local Agreement 76-3
Experience gained through temporary assignment to a job will not be considered
in determining the successful bidder in job brackets 1 through 10, regardless
of whether or not it is an initial bid or subsequent bid.
If the Union determines that evidence indicates that the Company is
pre-training certain employees so that employees are being discriminatorily
selected for a particular job opening, it may present this allegation in the
form of a grievance which will commence at the third step of the grievance
procedure.
If an employee wishes to meet with the Administrative Assistant to exercise his
wish to be trained on another classification, he may do so, and his request
will be given careful consideration.
- -----------------------------------
Peter H. Geis
18
<PAGE> 57
12-13-77
AGREEMENT # 77-1
RE: Filling Overtime Needs
It is hereby agreed and understood that when overtime work is needed for
non-shift workers, company management will ask available qualified persons in
the job class involved to do the work. And if no qualified person accepts the
overtime, then the lowest man in overtime qualified to do the work will be
required to fill the overtime need.
In the case of shift workers, they will still be required to stay on overtime
if necessary until they are relieved.
<TABLE>
<CAPTION>
Date For the Union Date For the Company
- ---- ------------- ---- ---------------
<S> <C> <C> <C>
- ------- ----------------------- ------ -----------------------
- ------- ----------------------- ------ -----------------------
</TABLE>
This letter is not intended by the parties to change the plant's overtime
equalization procedures.
4/24/94
19
<PAGE> 58
MEMORANDUM OF CLINCHFIELD LOCAL AGREEMENT 80-1
It is understood and agreed by the Medusa Cement Company and the United Cement,
Lime and Gypsum Workers' Local No. 23 that historically and customarily the
delivery of parts and supplies to the Clinchfield, Georgia plant has been
performed by both bargaining unit and non-bargaining unit employees as well as
numerous vendors, truck drivers, salespersons, suppliers, etc. This agreement
is to recognize this fact and to reduce the incidents of parts and supplies
being delivered by non-bargaining unit Medusa employees.
It is understood and agreed that the following conditions will become effective
on the date signed by both parties:
Whenever it is necessary for a Medusa employee to travel beyond a
fifteen (15) mile radius of the Clinchfield, Georgia plant to pick
up parts and supplies, a bargaining unit employee will be utilized
to operate the vehicle except when:
A. It is necessary for a non-bargaining unit employee to select
or identify the needed parts and supplies.
B. A non-bargaining unit employee is already in the vicinity of
the location where the parts and supplies are to be acquired.
<TABLE>
<CAPTION>
UNION COMPANY
----- ------
<S> <C>
- ----------------------------- -----------------------------
- ----------------------------- -----------------------------
- ----------------------------- -----------------------------
</TABLE>
20
<PAGE> 59
MEMORANDUM OF CLINCHFIELD LOCAL AGREEMENT 80-2
It is understood and agreed by the Medusa Cement Company and the United Cement,
Lime and Gypsum Workers' Local 23 that a job classification of "SUPERSUCKER
OPERATOR" will be established at the Clinchfield Plant in Pay Grade Seven (7).
It is further understood and agreed that this classification is established for
rate purposes only and is not to be posted for bids.
The conditions of this agreement will become effective on the date signed by
both parties.
<TABLE>
<CAPTION>
MEDUSA CEMENT COMPANY LOCAL 23
<S> <C>
- ----------------------------- -------------------------------
- ----------------------------- -------------------------------
-------------------------------
</TABLE>
21
<PAGE> 60
CLINCHFIELD PLANT
<TABLE>
<CAPTION>
SENIORITY SENIORITY
NAME DATE NAME DATE
- ---- ---- ---- ----
<S> <C> <C> <C>
Marvin Fowler 02/11/56 James Felder, Jr. 01/21/74
Richard Tharpe 01/25/65 Tom Earl Dean 01/22/74
Charles A. Boswell III 03/17/66 Alton F. Johnson 01/22/74
Kerney E. Hair 02/16/68 Tommy Earl Hawkins 01/28/74
Wayne Earl Sanders 02/19/68 Thomas C. White 01/28/74
Willie B. Sparks 02/19/68 George W. Law 03/14/74
Bobby Ray Law 02/26/68 Arzell Jackson 03/26/74
Mike Lamar Goslin 02/28/68 Kelly A. Hammock 04/01/74
Jimmy Roy Law, Jr. 07/10/69 Ruben Smith 04/02/74
Tyrone Mizell 11/20/69 Kenneth R. Brannen 04/10/74
James Askew 08/24/70 Eddie B. Radford 04/22/74
Linton A. Brannen 11/16/70 Richard Brooks 05/14/74
George F. Johnson 11/16/70 Robert C. Semple 01/10/78
Larry G. Walton 11/27/70 William T. Whiggum 01/16/78
John W. Lockerman 12/14/70 Steve A. Harris 01/17/78
James Q. Kemp, Jr. 02/01/71 George Taylor, Jr. 01/23/78
Marvin Peavy 02/16/71 Fred B. Graham 01/23/78
Stephen Thompson 02/16/71 Randy Lee Cannon 01/23/78
Jesse W. Lucas 06/29/71 Ronnie D. Thompson 01/23/78
Joseph E. Goodroe 08/09/71 Tim F. Yawn 01/23/78
Jerry Clarington 08/31/71 Billy L. Barrett, Jr. 02/02/78
Arthur C. Singletary 10/12/71 Clayton D. Bryant 02/13/78
Kenneth Collier 11/03/71 Larry B. Peacock 02/21/78
Rayford S. Fendley 03/19/73 Jordan Cainion 02/27/78
Michael Witherington 03/19/73 Edward Simon 02/27/78
Johnnie J. Gilbert 04/23/73 Milton Woolfolk 02/27/78
William Kendrick 08/28/73 James Gary Giles 03/06/78
Warren L. Talton 11/05/73 Joann Wimberly 03/06/78
Bobby E. Davis 11/13/73 Perry T. Streetman, III 03/27/78
Willard F. Carter 01/02/74 Milton McWilliams 04/03/78
Bobby W. Doherty 01/21/74 Robert Rice 05/30/78
</TABLE>
22
<PAGE> 61
CLINCHFIELD PLANT
<TABLE>
<CAPTION>
SENIORITY SENIORITY
NAME DATE NAME DATE
- ---- ---- ---- ----
<S> <C> <C> <C>
Donald R. Williams 10/30/78 James D. Holmes, III 05/12/87
Jason Dave Harpe 04/15/79 Jeffrey T. Preston 05/12/87
Leon Holmes 10/13/79 Randall S. Dean 06/02/87
Donald R. Holder 09/25/84 Charles W. Walters 09/30/87
David Middlebrooks 09/25/84 Donald Wright 09/30/87
Danny Benton 09/28/84 John Scott, Jr. 04/11/89
Buddy M. Sheffield 05/21/85 Lonnie F. McClintic 02/27/90
Joe S. Davis 05/21/85 Kyle S. Ellis 02/26/91
Danny Solomon 05/21/85 Ernest F. Holmes, Jr. 04/02/91
Ernest G. Hardy 05/21/85 Calvin Dennis 04/02/91
Donald R. Ussery 09/04/85 Andrew R. Kistler 09/18/91
Calvin A. Sheppard 09/04/85 Frank Howell, Jr. 03/16/93
Robert Wayne Smith 09/24/85 Ralph Brooks 03/16/93
Billy E. Henry 09/24/85 Charles F. Lewis, Jr. 03/16/93
Milton Taylor 11/19/85 Corey Norwood 04/06/93
Joseph L. Adams 11/19/85 Matthew L. Karros 03/21/95
Andy L. Moss 02/05/86 Bettina K. Marshall 03/21/95
Lamar W. Mobley 02/05/86 Oscar P. Small 03/21/95
Joseph Spivey 02/05/86 *Jaime Rullan, Jr. 03/01/96
Ralph J. Carroll 05/20/86 Sammy Page 04/08/96
Gary W. Bramlett 07/22/86 Eric E. Thiele 12/10/96
Rodney Norwood 07/22/86
Robert G. Layson 09/02/86
Jimmy Harris 09/02/86
Benjamin F. Ussery 09/22/86
Gregory M. Dunn 10/06/86
</TABLE>
* Company Seniority Date 08/01/79
23
<PAGE> 1
EXHIBIT 99.3
BASIC AGREEMENT
BETWEEN
MEDUSA CEMENT COMPANY
(Division of Medusa Corporation)
AND
THE CEMENT, LIME, GYPSUM AND
ALLIED WORKERS DIVISION
(INTERNATIONAL BROTHERHOOD OF BOILERMAKERS, IRON
BUILDERS, BLACKSMITHS, FORGERS AND HELPERS, AFL-CIO)
ACTING ON BEHALF OF ITS
LOCAL UNION
Charlevoix, Michigan, Local D480
EFFECTIVE
May 1, 1998 to May 1, 2003
<PAGE> 2
BASIC AGREEMENT
<TABLE>
<S> <C> <C>
I Agreement and Purpose 1
II Union Recognition and Security 2
III Seniority 4
IV Job Security 7
V Working Conditions 16
Rates of Pay - Overtime 17
Callouts and Off-Days 18
Limitations Upon Overtime 20
Eight Consecutive Hour Rest Premium 22
Wage Rate - Transfer and Assignments 23
Sunday Work 24
Reporting Pay 24
Funeral Leave 24
Jury Duty 25
Shift Changes 25
Wash Time and Rest Breaks 25
VI Vacations with Pay 26
VII Holidays 28
VIII Wages 30
IX Handling of Complaints 31
X Strikes and Lockouts 37
XI Safety 38
XII Military Service 42
XIII Supplemental Unemployment Benefit Plan 42
XIV Subcontracting 43
XV Miscellaneous 44
XVI Term of Agreement 44
Attachment A 47
Attachment B 49
Attachment C 50
</TABLE>
2
<PAGE> 3
AGREEMENT BETWEEN
MEDUSA CEMENT COMPANY
(Division of Medusa Corporation)
and
THE UNITED CEMENT, LIME, GYPSUM AND
ALLIED WORKERS DIVISION
(International Brotherhood of Boilermakers, Iron Ship
Builders, Blacksmiths, Forgers and Helpers, AFL-CIO)
and Local D-480
Effective May 1, 1998 thru May 1, 2002
ARTICLE I
AGREEMENT AND PURPOSE
(a) This Agreement is by and between Medusa Cement Company, a Division of
Medusa Corporation, hereinafter called the "Company", and the Cement,
Lime, Gypsum and Allied Workers Division (International Brotherhood
of Boilermakers, Iron Ship Builders, Blacksmiths, Forgers and
Helpers, AFL-CIO), hereinafter called the "Union", acting on behalf
of its Local Unions, whose members are employees of Medusa Cement
Company.
(b) The Company and the Local Union at each plant have negotiated a Local
Agreement. Each Local Agreement has the same effective date and the
same expiration date as this Basic Agreement. Local Supplemental
Agreements shall not conflict or serve to modify provisions of this
Basic Agreement.
(c) It is the policy of the Company and the Union that the provisions of
Agreement shall be applied to all employees without regard to race,
color, sex, age, religious creed, national origin, handicap or
Vietnam Era Veteran status.
The Masculine words "he", "his" and "him" as used in this Agreement
also shall mean the feminine words, "she" and "her".
3
<PAGE> 4
ARTICLE II
UNION RECOGNITION AND SECURITY
(a) The Company recognizes the Union as the exclusive representative for
all hourly rated production, maintenance, quarry and laboratory
employees, excluding all office employees and all supervisors as
defined by the National Labor Relations Act, as amended, for the
purposes of collective bargaining in respect to wages, hours and
working conditions at its plants located at:
Charlevoix, Michigan, Local D480
(b) It shall be a condition of employment that all employees of the
Company covered by this Agreement who are members of the Union in
good standing on the execution date of this Agreement shall remain
members in good standing and those who are not members in good
standing on the execution date of this Agreement shall on the
thirtieth (30th) day following the execution date of this Agreement
become and remain members in good standing in the Union. It shall
also be a condition of employment that all employees covered by this
Agreement and hired on or after its execution date shall on the
thirtieth (30th) day following the beginning of such employment
become and remain members in good standing in the Union.
(c) The term "employee" as used in this Agreement refers only to an
employee whose job is set forth in the Job Classification list
attached to each Local Agreement or any subsequent job added to the
list during the term of the Agreement.
(d) The Company will deduct from the monthly earnings of any of its
employees his Initiation Fee and Union Membership Dues and will pay
the same to the party to whom such employee directs the Company in
writing. Each such employee desiring such deduction to be made from
his earnings must present to the Company his signed order, which
shall be substantially as follows:
"I hereby authorize and direct the Medusa Cement Company to deduct
and pay from my earnings accumulated to my credit my Initiation Fee
and Union Membership Dues, and pay same to ............ I further
agree to hold the Medusa Cement Company harmless on account of
deductions and payment herein authorized."
Medusa Cement Company ...
_____________________________
Timekeeper
Employee Clock No.____________
4
<PAGE> 5
This authorization may be canceled by the Union member on any
anniversary date of this Agreement upon thirty (30) days prior
written notice to the Company and the Union.
(e) The union shall furnish to the Plant Manager a written list of the
names of employees who will serve on the committee. The number
employees on the committee shall be defined by each Local Agreement.
If a vacancy occurs on the committee, the Plant Manager, shall be
informed by letter of the name of the new member before a meeting is
held. No other members of the Union who are employees at the Plants
are eligible to attend these meetings unless previously agreed to by
the parties hereto.
(f) Notwithstanding the provisions of Article II (b) above, any employee,
who is a member of and adheres to established and traditional tenets
or teachings of a bona fide religion, body or sect which has
historically held conscientious objections to joining or financially
supporting labor organizations shall not be required to join or
financially support the Union as a condition of employment; provided,
however, that each such employee shall, as a condition of his or her
employment, in lieu of the payment of periodic dues and initiation
fees to the Union, pay sums equal to such dues and initiation fees to
any one of the follow nonreligious charitable funds, which are exempt
from taxation under' Section 501(C)(3) of the Internal Revenue Code:
1. City of Hope
2. American Cancer Society
3. American Heart Association
4. National Multiple Sclerosis Society
5. American Red Cross
It is expressly understood that any such employee holding
conscientious objections and choosing not to join or financially
support the Union, who requests the Union to use the grievance
arbitration procedure on the employee's behalf, shall be required to
pay to the Union the reasonable cost of processing any grievance on
his or her behalf including reasonable cost of arbitration if any.
(Because of State law this does not apply to Local D23 at
Clinchfield, Georgia.)
(g) Upon receipt from an employee authorizing payroll deduction and
specifying the amount to be deducted, the Company will deduct
voluntary contribution to the City of Hope. All amounts so deducted
shall be remitted by the Company to the City of Hope.
The Company shall be held harmless from any claim, demand or action
arising out of such deductions.Employees contributing to the City of
Hope a cannot discontinue or change such contributions for one year.
5
<PAGE> 6
ARTICLE III
SENIORITY
(a) The seniority unit shall be plant-wide.
(b) Seniority is continuous service which shall be calculated from date
of first employment or re-employment following a break in continuous
service, whichever occurs later.
When two or more employees are hired on the same day, the employee
with the lowest last four (4) digits in their social security number
shall be senior to the employee with the highest last four (4)
digits. This paragraph is effective May 10, 1978.
(c) New employees and those hired after a break in continuity of service
will be regarded as probationary employees for the first sixty (60)
days of wor and will receive no continuous service credit during such
period. Probationary employees may file and process grievances under
this Agreement, but may be laid off or discharged as exclusively
determined by the Company. Probationary employees who continue in the
service of the Company subsequent to the first sixty (60) days of
work shall receive full continuous service credit from date of the
most recent hiring. THE PROBATIONARY PERIOD MAY BE EXTENDED AN
ADDITIONAL THIRTY (30) DAYS OF WORK BY MUTUAL AGREEMENT OF THE
COMPANY AND THE UNION.
(d) An employee covered by this Agreement shall lose his entire seniority
if:
(1) He voluntarily quit;
(2) He is discharged for cause and not rehired within six (6)
months or reinstated;
(3) An employee's seniority shall be broken and his
employment terminated effective on date of his acceptance
of Termination benefits under the provisions of the
Supplemental Unemployment Benefit Plan Agreement;
(4) The employee is on layoff or disability for a period of
three years or 50% of his seniority attained at the start
of such absence, whichever is less.
(e) A leave of absence for the purpose of accepting a position with The
Cement, Lime, Gypsum and Allied Workers Division at the Local,
district, or international level, or the AFL-CIO or any of its
subordinate bodies, shall be available to not more than three (3)
employees from each plant at any one time. Applications for such
leave shall be submitted to the Company in writing thirty (30) days
prior to the effective date of such leave to permit proper provisions
to be made to fill the job to be vacated. Leaves of absence for this
purpose shall be for an indefinite period. During such leave,
seniority shall accumulate. Group insurance coverage shall be
suspended after thirty (30) days of such leave.
6
<PAGE> 7
All insurance coverages will be reinstated upon returning to work
with the Company. Upon returning to work such employee will be
reinstated on his former job, providing it is still in existence; if
not, he shall be eligible to apply for any job within the bargaining
unit by means of the existing bidding procedure or by bumping.
(f) The Company shall attach to each Local Agreement a list of employee's
seniority dates in order of hiring and a list of the probationary
employees.
(g) Temporary summer employees may be employed by the Company from May
1st through September 30th in order to facilitate filling of
vacancies caused by vacations during these months. Employment of
summer employees will be subject to the following conditions:
(1) No summer employee will be hired when any regular
employee is on layoff or drawing short workweek benefits.
(2) All summer employees will be required to join the Union
under the same terms and conditions as required in
Article II, Sections (b) and (d) of the Basic Agreement.
(3) All summer employees must sign an appropriate form which
will spell out the terms of their employment including
but not limited to an agreement to commence their
employment on a specified date and terminate their
employment on a specified date. Such dates must be in
accordance with the time period specified in this
section.
(4) The term of employment will not be changed, altered or
extended unless mutually agreed to by both the Company
and the Local Union Committee.
(5) Summer employees shall not accumulate seniority nor be
eligible to bid on any new job or vacant job which may
occur during their terms of employment.
(6) A summer employee will not become eligible for a floating
holiday and will not have any vacation rights.
(7) Summer employees will not participate in the Company's
pension, S.U.B. and insurance programs.
The above will be in full force and effect, except that if any
portion is found to be contrary to any federal, state or local law,
it shall be changed to comply with said law.
ARTICLE IV
JOB SECURITY
(a) (1) Whenever the installation of mechanical equipment, change
in production methods, the installation of new or larger
equipment, the combining of jobs or the elimination
7
<PAGE> 8
of jobs, will have an effect on the job status of one or
more employees, the Company will give the Union
reasonable advance notice of same and, upon request by
the Union, will promptly meet with the Union to review
and explore the effects of such installation or
installations or change or changes upon the working
force.
(2) Employees will not be terminated by the Company as the
result of mechanization, automation, change in production
methods, the installation of new or larger equipment, the
combining of jobs or the elimination of jobs.
(3) Whenever an employee is no longer needed on his regular
job as a result of circumstances described in (1) above,
such employee may apply for any job or jobs within the
bargaining unit on which an incumbent has less seniority,
and for which he could reasonably be expected to qualify
within a ninety (90) day on-the-job training period
unless the employee applying for such job is disqualified
due to physical reasons.
The rate of pay for such employee shall not be less than
ninety-five percent (95%) of the rate for the regular job
from which he was displaced, irrespective of the rate of
the job which he applies for and obtains.
The ninety-five percent (95%) of rate protection shall
apply for a minimum period of one (1) year, or a period
equal to one-third (1/3) of an employee's seniority up to
a maximum of two (2) years. If the affected employee is
tendered training for a job which he could be reasonably
expected to qualify for with a ninety (90) day on-the-job
training period and refuses, he will not be entitled to
any rate protection unless he has a bona fide reason for
refusing. If an employee on ninety-five (95%) percent
rate protection subsequently bids on and is awarded a
lower rated job, he shall lose his rate protection.
(4) Employees affected by the application of the foregoing
procedures shall have and may exercise the same rights
for retention and on-the-job training in accordance with
their seniority status and the ninety-five percent (95%)
rate guarantee shall also be applicable to them.
(5) Employees who do not apply for and/or obtain a job in
accordance with the provisions of (3), including
employees displaced from their jobs but whose seniority
status does not permit them to utilize job retention
rights under the provisions of (3) or (4) will be placed
on layoff status with recall rights in line with their
seniority status for job vacancies which may thereafter
occur.
(6) The provisions of (3) of this Section do not apply to
displacements or layoffs resulting from production
curtailments, except that employees laid off and not
recalled when production is resumed following curtailment
will be entitled to the same rights as employees affected
by the preceding (3).
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<PAGE> 9
(7) Should the Company permanently shutdown the present
facilities affording employment to the employees
comprising the bargaining unit (the present facilities
shall be deemed to have been permanently shutdown if all
productive facilities are abandoned even though the
shipping facilities continue to operate), the Company
shall mail a notice informing each affected employee that
his employment with the Company has been terminated
because of the permanent shutdown. The notice shall be
mailed at least ninety (90) days prior to the shutdown to
the employee's last address on the Company's records.
Each employee who is mailed said notice shall have the
following options:
A. An employee who is not eligible for a normal (excluding
thirty (30) year retirement pension) or late retirement
pension may elect to transfer to another operation of the
Company covered by a collective bargaining agreement with
the Union in accordance with paragraph 8 or paragraph 9.
Any transfer pursuant to paragraph 8 or 9 will occur not
later than three (3) years after the last day the
employee worked. An employee awaiting transfer shall be
placed on layoff and shall receive S.U.B. Layoff or
reduced layoff benefit provided the eligibility and other
requirements of the S.U.B. Plan are met. An employee may
void
his election to transfer at any time during the three (3)
year period. If the employee is eligible for an
immediate pension at the time he voids his election to
transfer, he shall retire, effective the date he voids
his election, under the pension plan in effect at the
time of the permanent shutdown. An employee may also
void his election in order to apply for S.U.B.
Termination benefits.
B. An employee who is eligible for an immediate pension at
the date of the permanent shutdown shall retire as of the
effective date of the permanent shutdown, except
1. An employee whose combined age and years of
service equal 62 or more but less than 65 may
elect layoff until his combined age and years
of service equal 65 at which time the
employee shall retire and receive a permanent
shutdown pension. The pension plan in effect
at the time of the permanent shutdown shall
determine the retirement benefits payable to
the employee. An employee who elects layoff
under these conditions shall receive S.U.B.
Layoff or reduced layoff benefits provided
the eligibility and other requirements of the
S.U.B. Plan are met.
2. An employee who is eligible for an immediate
pension other than a normal or late
retirement pension and who elects to transfer
to another operation of the Company shall not
retire unless the transfer is not
accomplished.
3. An employee shall not be required to retire
under a disability retirement pension earlier
than he would otherwise be required to retire
if the Company had not permanently shut down
the facilities.
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<PAGE> 10
An employee who retires under the Pension Plan may also
be entitled to receive S.U.B. Terminations benefits in
accordance with the terms of the S.U.B. Plan.
C. The employee may elect S.U.B. Termination Benefits in
accordance with the terms of the S.U.B. Plan at any time
within one (1) year after notice of termination has been
mailed to him.
An employee other than an employee who is eligible for an
immediate pension may elect layoff prior to submitting
his application for S.U.B. Termination Benefits and shall
receive S.U.B. Layoff or reduced layoff benefits provided
the eligibility and other requirements of the S.U.B. Plan
are met.
D. If the facilities which have been permanently shut down
are reopened by the Company within three (3) years of the
date of the permanent shutdown, an employee who has
retired under the Pension Plan shall be eligible for
recall in accordance with his seniority status at the
time of the permanent shutdown. An employee who has
elected S.U.B. Termination benefits shall also be
eligible hr recall in accordance with his seniority
status at the time of the permanent shutdown. Any
pensioner who has received S.U.B. Termination benefits
and accepts recall and any former employee who has
received S.U.B. Termination benefits and accepts recall
shall repay said Termination benefits to the S.U.B. Trust
Fund or to the Company, whichever was the source of the
Termination benefits, in accordance with the S.U.B. Plan
Agreement. Any employee who accepts recall shall have his
previously accumulated seniority rights, pension, S.U.B.,
insurance and vacation credits as of the last day the
employee worked or at the date of permanent shutdown,
whichever occurs later, reinstated on the date he returns
to work.
E. An employee who is not eligible for an immediate pension
may elect layoff and shall receive S.U.B. Layoff or
reduced layoff benefits provided the eligibility and
other requirements of the S.U.B. Plan are met.
The employment rights of any employee on layoff shall
terminate three (3) years after the last day the employee
worked and the employee's seniority shall be broken.
F. An employee's participation in the group insurance
program shall terminate effective the day following the
last day the employee worked and pending claims shall be
processed in accordance with the terms of the existing
group insurance program. No employee shall be eligible
for holiday pay or vacation pay other than vacation pay
due after the last day the employee worked or the date of
the permanent shutdown, whichever occurs later. No
employee shall accumulate credited service under the
pension plan after the last day the employee worked or
the date of the permanent shutdown, whichever occurs
later.
(G) THE COMPANY WILL ESTABLISH A 401(k) PLAN TO BEGIN AUGUST
1, 1998 WITH EMPLOYEE CONTRIBUTIONS UP TO 4% TO BE
MATCHED 50% BY THE COMPANY. BEGINNING MAY 1,
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<PAGE> 11
2000, EMPLOYEE CONTRIBUTIONS UP TO 5% TO BE MATCHED 50%
BY THE COMPANY, AND MAY 1, 2002 EMPLOYEE CONTRIBUTIONS UP
TO 6% TO BE MATCHED 50% BY THE COMPANY.
(8) In the event the Company constructs a new plant that will
affect the employment status of employees in the
Company's plant or plants comprising a bargaining unit,
such employees shall be given an opportunity to make
application for employment in the new plant before it
starts operation, and such employees shall be given
preferential employment right for the highest rated job
the employee is capable of performing. Such an employee
shall transfer with him all of his previously accumulated
pension, S.U.B., insurance and vacation credits. His
seniority rights at the former plant shall terminate upon
his establishment of seniority rights in the new plant.
(9) When an employee has been laid off or displaced because
of permanent changes in the working force or because of a
plant closing, he may make written application within
fifteen (15) days of layoff or displacement for
employment in another plant of the Company, and he shall
be given preferential employment rights for job openings
at such other plant, providing such employee is capable
of performing the job that may be available at such other
plant of the Company. Any employee so transferring from
one plant to another of the Company shall retain his
previously accumulated pension, S.U.B., insurance and
vacation credits. His seniority rights at the former
plant shall terminate upon his establishment of seniority
rights in the plant to which he transferred.
(10) Employees transferring from one plant to another as
provided in (a) (7), (8) and (9) of this Article will
receive a moving expense allowance. The Company will
reimburse each employee for actual moving expenses
incurred to move furniture and other household goods up
to a maximum of $1,000 per employee.
(b) When a production curtailment or a plant shutdown causes a reduction
in personnel in a department or throughout the plant, a senior
employee whose regular job is not required shall have the option of
accepting available work for which he is qualified or accepting
layoff. A Senior employee who elects to accept available work shall
be entitled to:
(1) Bump any junior employee whose job was previously held by
the senior employee on a permanent basis for a sufficient
period of time to demonstrate his ability to
satisfactorily perform the job as it is constituted at
the time of the production curtailment or plant shutdown.
The senior employee must attempt to bump into a job that
he previously held in the reverse order of his
promotions. In other words, he must first attempt to
bump into the job he held immediately prior to his
present job, except each employee may select one job that
he had previously held on a permanent basis or is
qualified to perform immediately, and for purposes of
this section only, consider it to be the job he held
immediately prior to his present job. Each employee
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<PAGE> 12
may make such selection and this selection shall be
updated effective on May 1, of each contract year at the
employee's discretion.
If the above procedure would result in an employee
becoming a part of the labor crew, he may exercise his
bumping rights set forth in (2) prior to entering the
labor crew.
(2) An employee can bump a junior employee on a plant-wide
basis except for any maintenance job, any laboratory job,
or those in the control room operator classification,
provided he is qualified to perform the job immediately.
Employees who hold utility or vacation-relief jobs where
the employee actually works on several different jobs on
a scheduled basis shall be considered as having held
those classifications on a permanent basis for purposes
of this section (b).
Any junior employee who is displaced by a senior employee
shall have the same rights as the senior employee set
forth herein.
After the bumping is completed, the Company has the right
to require a senior employee to perform available work
during the curtailment or shutdown if there is no junior
employee with the necessary qualifications to perform the
work.
A plant shutdown is defined as a period during which none
of the clinker burning units are producing.
The wage rate paid during a production curtailment shall
be the wage rate of the job performed. An employee who
works on two or more jobs in one day shall be paid in
accordance with Article V (j) (2).
During periods of plant shutdowns when employees are
needed for maintenance, repairs or work on plant
alterations, the wage rate paid to employees who are
retained for work during the first forty-five (45) days
of plant shutdown shall not be less than the employee's
regular straight time wage rate nominally paid when the
plant is producing. After forty-five (45) days, the wage
rate paid shall be the wage rate of the job performed.
An employee who works on two or more jobs in one day
shall be paid in accordance with Article V (j) (2).
The ninety-five (95%) percent rate protection is not
applicable to any bumping under this procedure.
(c) When the Company determines that additional jobs are required during
or following a production curtailment or a plant shutdown in order to
maintain or increase the work force, the manner in which the
reduction of forces took place pursuant to Article IV, Section (b)
will be reversed.
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<PAGE> 13
In the event that during a production curtailment or a plant shutdown
an employee bids for and is awarded another job, he shall lose all
rights pertaining to the job the employee previously held.
Sections (b) and (c) of Article IV shall not add to, subtract from,
or otherwise modify any maintenance training agreement by and between
the Company and the International and/or Local Unions negotiated
before or after the effective date of this Basic Agreement.
(d) The Company agrees to post a notice at least one week in advance of
an intended shutdown. whenever a layoff is planned because of a
change or reduction in plant production requirements, the Company
will, not less than seven (7) calendar days prior to the effective
date of the layoff, post a bulletin stating the expected extent of
such layoff, and the expected effect on the work force. In the event
the required notice is not given in accordance with the above, the
Company will pay the laid off employee(s) the scheduled time lost at
the applicable straight-time hourly rate. The seven (7) calendar day
period shall commence on the completion of the third shift following
the day in which the notice was posted. The foregoing does not apply
to disciplinary layoffs and layoffs because of curtailment made
necessary by disaster or emergency conditions affecting the ability
of the Company to physically operate the plant.
(e) Company personnel excluded from the bargaining unit shall not
regularly perform bargaining unit work except temporarily in an
emergency; for training or instruction purposes, for testing,
diagnosis, analysis or when necessary to prevent disruption of the
flow of operations or when necessary to meet the interest of
efficient operations.
Should a Company person excluded from the bargaining unit violate
this commitment the Company will be required to pay to the effected
worker or workers double time (his or their) regular straight time
hourly rate for anytime worked by person not included in the
bargaining unit, with a minimum of four (4) hours pay. If there is no
affected worker, the penalty for such work shall be paid to the
worker lowest in overtime in the classification and/or department.
(f) Any employee who becomes incapacitated and on the basis of competent
medical opinion cannot perform the cubes of his/her regular job may
exercise his/her plant seniority through the bumping procedure to
move to any position within the bargaining unit at the plant for
which he/she could qualify within a reasonable period of time but not
to exceed 90 days. This in no way affects the bidding right of the
employee.
(g) Any employee who is displaced by an incapacitated employee pursuant
to paragraph (f) of this section, may exercise his/her plant
seniority to bump into another position within the bargaining unit at
the plant for which he/she is qualified in the same manner as covered
in the job bidding procedure. The 95% rate protection is not
applicable to bumping under paragraphs (f) and (g).
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<PAGE> 14
(h) All vacancies and new jobs created shall be posted no later than the
eighth day following the date the vacancy occurred or the new job was
created. Said vacancies and new jobs shall be posted for seven (7)
days to allow any employee to make application in writing for such
job. The Company will consider every application in terms of:
(1) Seniority
(2) The applicant's skill and ability and physical fitness
measured against the requirements of the job.
Where two or more applicants' qualifications in (2) are
relatively the same, seniority shall govern.
If an employee proves unsatisfactory, he shall be
reinstated to his previous job.
An employee who bids for and is awarded a job, excluding
any employee who is disqualified subsequent to the award,
may not bid any job in the same or lower bracket for six
(6) months from the date he was awarded his new job
without the consent of the Company; except that an
employee may bid from an operating job to a maintenance
job or a laboratory job, from a maintenance job to an
operating job or a laboratory job, or from a laboratory
job to an operating job or a maintenance job even though
the employee is bidding a job in the same or lower
bracket within six (6) months.
This Section does not require the Company to award a job
to any applicant if no applicants are qualified to
perform the work
The Company has the right to assign any employee to fill
a new job or to fill a vacancy until the job has been
awarded.
The Company will meet with the Local Union Committee to
explain its decision when the Company awards a job to a
junior applicant. Any senior applicant shall have the
right to challenge the Company's award by filing a
grievance in a timely manner. Any employee reinstated to
his previous job shall have the right to challenge his
disqualification by filing a grievance in a timely
manner.
(3) Once a job has been awarded, the Company will make every
effort to place the successful bidder on the job as soon
as possible, but within thirty (30) calendar days from
the date of the job award. Should the Company fail to
place the successful applicant on the job in the 30 day
period, the applicant shall receive the rate of pay for
the new job commencing with the 31st day, until such time
as he is placed on the new job. At that time, he will be
paid in accordance with this Basic Agreement, Local
Supplemental Agreement, or plant practice, whichever is
applicable. This shall not apply if the delay beyond
thirty (30) days is caused by multiple bidding to fill
the original vacancy.
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<PAGE> 15
ARTICLE V
WORKING CONDITIONS
(a) Eight (8) hours shall be the regular workday and forty (40) hours
shall be the regular work week. The workday shall commence with the
beginning of the morning shift and workweek shall commence with
beginning of the morning shift on Sunday (Monday at Clinchfield,
Georgia).
(b) Work schedules for each workweek will be posted on Thursday of the
previous week prior to the end of the first shift. If an employee's
work schedule is changed after the end of the first shift of the
preceding Thursday he shall be compensated by multiplying the regular
straight-time hourly wage rate by one-half (0.5) hr the first eight
(8) hours worked in his new schedule and the premium shall be paid in
addition to whatever compensation the employee is otherwise entitled
to receive under any other Section of this Agreement. An employee's
work schedule is changed and the premium is paid when the employee is
required by a schedule posted after the first shift on the previous
Thursday to work hours in place of the hours the employee was
required to work by the schedule posted prior to the end of the first
shift on the previous Thursday.
If an employee's work schedule is not posted on Thursday of the
previous week prior to the end of the first shift as provided above,
the first eight (8) hours worked the following week shall be
considered out-of-schedule and will be paid accordingly.
(c) All hours worked and all hours paid shall be compensated by
multiplying the regular straight-time hourly rate by one (1.0) unless
expressly provided otherwise.
(d) Hours worked in excess of eight (8) hours in the workday and forty
(40) hours in the workweek shall be paid for at the applicable
overtime rate.
(e) THE ABOVE NAMED PARTIES HAVE AGREED THAT AN ADDITIONAL 1/2 TIME
PREMIUM WILL BE PAID TO EMPLOYEES WORKING IN SITUATIONS DESCRIBED IN
THE BASIC AGREEMENT I.E., ALL HOURS WORKED IN THE KILN AND CLINKER
COOLER BAG HOUSE.
(f) Rates of Pay - Overtime:
(1) The applicable overtime rate shall be time
and one half (1.5) the regular straight time
hourly wage rate except on a Sunday or a
holiday in which case the applicable overtime
rate shall be:
Sunday
A. Straight-Time
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<PAGE> 16
<TABLE>
<S> <C> <C>
1. Up to eight (8) hours 1-1/2X
2. Over eight (8) hours and up
to twelve (12) hours 2X
3. Over twelve (12) hours 2-1/2X
B. Overtime and Callouts*
1. Eight (8) hours or less 2X
2. Over eight (8) hours and up
to 12 hours 2-12X
3. Over twelve (12) hours 3X
Holiday
A. Straight-time
1. Up to eight (8) hours 2-1/2X
2. Over eight (8) hours and up
to twelve (12) hours 3X
B. Overtime and Callouts*
1. For all hours worked 3X
</TABLE>
(2)* In the event an employee works more than twelve (12)
hours in the workday, he shall be paid for all hours
worked in excess of such twelve (12) hours at double the
regular straight time hourly rate.
After an employee has been engaged in work for twelve
(12) consecutive hours, he shall be paid for all
consecutive hours worked immediately succeeding and in
excess of such twelve (12) hours at double the regular
straight time hourly rate.
* If an employee is being paid the rate of double time
under the foregoing paragraphs, his rate of pay shall not
be reduced when his work continues into or overlaps his
regular shift. However, the Company may exercise either
of the following options:
A. The Company may instruct the employee to continue to the
end of the shift at the double time rate, or
B. The Company may send the employee home at any time during
the shift, provided the remainder of the shift is paid
for at straight time, subject to a maximum payment of
four (4) hours at straight time. Such employee cannot be
called back to work until he has been off duty for eight
(8) consecutive hours.
In no event shall the first two provisions of the Section
be applied to the same hours of work. The provision
which creates the highest earnings shall be applied.
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(3) Callouts and Off-days: In case an employee is called for
work during any hour in the day or week in addition to
his regular schedule he shall receive a minimum of four
(4) hours' pay for such work at the applicable overtime
rate. However, if he is notified before the end of his
regular shift to report early, it shall not be considered
a callout. Callout hours and off-day hours are overtime
hours. All Sunday callouts to be paid a minimum of four
(4) hours at the applicable Sunday rate.
(4) Lunch period interrupted by work assignments: One-half
(1/2) hour at the applicable overtime rate shall be paid
for any scheduled lunch period interrupted by a work
assignment and either prior or subsequent to the regular
lunch period, reasonable time for lunch shall be granted
with pay for same at the employee's regular rate.
(5)* If an employee actually works seven consecutive workdays
in the plant workweek, regardless of the number of hours
worked on any workday, the employee shall be compensated
by multiplying the regular straight-time hourly rate by
one (1) for each and every hour worked during the seventh
consecutive workday, and this premium shall be paid in
addition to whatever compensation the employee is
otherwise entitled to receive under any other Section of
this Article.
(f) Overtime paid on a daily basis shall not be duplicated on a weekly
basis.
(g) If an employee does not work a regularly scheduled workday through
action of the Company, excused absence or because of a holiday, that
day shall be considered as actually a day worked for all overtime
purposes.
(h) Limitations Upon Overtime:
(1) Every reasonable effort will be made by the Company to
avoid requesting any employee to work overtime and the
Company will consider under the circumstances involved
any reasonable excuse from an employee for not working
the overtime. Whenever an employee is laid off due to
lack of work or because of curtailment of operations, no
overtime work shall be scheduled on any work which the
laid-off employee is capable of doing and is able to
perform, except in cases of emergency repair or
unscheduled absences of other employees. The foregoing
to the contrary notwithstanding, a laid-off employee will
not be called back to work unless there is at least
thirty-two (32) hours work in the workweek for such
employee.
(2) Overtime in the various job classifications shall be
equally divided as defined by the Local Agreement insofar
as it is practical to do so. Any employee who is
contacted and cannot work the overtime including callouts
will be charged with the number of hours actually worked
or paid, whichever is greater or according to the Local
Agreement. Overtime worked or charged shall be posted
weekly in each department by the foreman.
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<PAGE> 18
(3) Employees who are called upon to work overtime shall not
be laid off during their regular work time for the
purpose of equalizing said overtime.
(4) The Company will continue its practice of allowing a
fifteen minute paid wash-up time on continuous overtime
beyond the end of his shift. In addition, the Company
will continue its practice of paying overtime in fifteen
(15) minute increments.
(5) A. Any employee who has not been notified of his
overtime assignment at least twelve (12)
hours prior to the commencement of the
overtime assignment and who works more than
ten (10) consecutive hours, shall be provided
with a hot lunch which shall be eaten at the
end of said ten (10) consecutive hours, or as
soon as practical thereafter but no later
than 30 minutes after the ten hours. Any
employee who works in excess of fourteen (14)
consecutive hours shall be provided with an
additional lunch, and lunches will be
furnished at the end of every four (4)
consecutive hours worked thereafter.
B. Any employee who is called out and works more
than four (4) consecutive hours shall be
provided with a hot lunch which shall be
eaten at the end of said four (4) consecutive
hours. In addition, said employee shall be
provided with a hot lunch every four (4)
consecutive hours worked thereafter.
There shall be no duplication of hot lunches under
provisions A and B above. The employees shall be given
reasonable time to eat his lunch without loss of pay.
(6) THE COMPANY AGREES THAT THE ALLOWANCE FOR OVERTIME MEALS
WILL BE INCREASED TO $6.00 EFFECTIVE MAY 1, 1998, TO
$6.50 EFFECTIVE MAY 1, 2000 AND TO $7.00 EFFECTIVE MAY 1,
2002.
(6) The purpose and intent of this Agreement is to refrain
from working an employee beyond sixteen (16) consecutive
hours excluding lunch periods. The Company agrees that
they will not work any employee beyond sixteen (16)
consecutive hours excluding lunch periods unless no other
classified employee is available to do the work.
However, in the event that a vacancy occurs that would
require a classified employee to work more than sixteen
(16) consecutive hours, the Company will fill that
vacancy with another classified employee who has primary
overtime rights, an employee with secondary overtime
rights, or other qualified employee in the stated order.
This Agreement does not absolve an employee from the
requirement to stay on the job until properly relieved.
However, the Company is required to make a diligent
effort to provide a relief at the end of the sixteen (16)
hour period. The Company will not use the eight (8) hour
rest clause as an excuse to require an employee to
continue working after sixteen (16) hours.
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<PAGE> 19
(i) Eight Consecutive Hour Rest Premium *
(1) An Employee should receive at least eight (8) consecutive
hours off work within the fourteen (14) consecutive hours
immediately preceding the start of his next scheduled
shift. In the event an employee does not receive eight
(8) consecutive hours off work within the fourteen (14)
consecutive hours immediately preceding the start of his
next scheduled shift, the Company shall exercise one of
the following options:
A. Instruct the employee to report late for his
next scheduled shift by the number of hours
his longest consecutive off-duty period falls
below eight (8) hours and pay the employee
the appropriate straight-time rate for those
hours not worked between the starting time of
his scheduled shift and the time he reports
to work in accordance with the Company's
instructions. The appropriate straight time
rate on the workday Sunday shall be one and
one-half (1.5) and on a recognized holiday,
two (2.0).
B. Instruct the employee to work at the starting
time of his scheduled shift. The employee
shall receive a premium for those hours
worked which, if added to his longest
consecutive off-duty period, equal eight (8)
hours. The premium shall be determined by
multiplying the regular straight-time hourly
rate by one (1). The premium shall be in
addition to whatever compensation the
employee is otherwise entitled to receive
under any other Section of this Article.
(2) If an employee does not receive at least eight (8)
consecutive hours off work within the fourteen (14)
consecutive hours immediately preceding the start of
callout hours worked on an off-day (provided that any of
the callout hours worked occur within the hours the
employee would have otherwise been scheduled to work had
the employee not been scheduled off), the employee shall
receive a premium for those hours worked which, if added
to his longest consecutive off-duty period, equal eight
(8) hours. The premium shall be determined by
multiplying the regular straight time hourly rate by one
(1). The premium shall be in addition to whatever
compensation the employee is otherwise entitled to
receive under any other section of this Article.
(j) Wage Rate - Transfer and Assignments
(1) Employees temporarily transferred shall be paid the
regular straight time hourly rate of the job being
performed or the regular straight time hourly rate of his
regular job, whichever is greater.
(2) An employee regularly scheduled to work on two or more
jobs having different wage rates shall receive the
highest rate for the entire week. If a job is regularly
scheduled to be performed each week at least one workday
in the workweek, the employee filling that job shall
receive the highest wage rate for the entire week. An
employee who is scheduled to work five workdays during
the workweek on a job or jobs having a higher straight
time hourly wage rate or wage rates than the employee's
regular
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<PAGE> 20
straight time hourly rate, shall be paid at the higher
straight time hourly wage rate for the entire week. An
employee who works on two or more jobs in one day shall
receive the highest wage rate for only the time worked on
the higher rated job. However, should the employee work
on a higher rated job(s) for four (4) or more hours in
the workday he will receive the higher rate of pay for
the entire day. The term "entire week" used in this
section shall mean the 168 consecutive hours beginning at
7:00 a.m. on Sunday and ending at 7:00 a.m. on Sunday.
The term "entire day" used in this Section shall mean the
24 consecutive hours beginning at 7:00 a.m. and ending
the following day.
The 168 consecutive hours mentioned above shall begin at
7:00 a.m. Monday and ending at 7:00 a.m. Monday, at
Local D23, Clinchfield, Georgia.
(3) The Company shall have the right to utilize employees to
perform any job; provided, however, overtime and callouts
in any classification shall be offered to the available
classified employees in that classification before other
employees are assigned such work. See Attachment "B" for
Letter of Understanding concerning transfers.
(k) Sunday Work
All hours worked by an employee on Sunday which are not paid for on a
premium and/or overtime basis shall be paid at the rate of one and
one-half (1-1/2) times the regular straight time hourly rate
exclusive of shift differentials. There shall be no duplication or
pyramiding of premium pay and/or overtime under this provision.
(l) Reporting Pay
Any employee who is required to report for work shall be given at
least four (4) hours pay at the regular straight time hourly rate,
and shall receive full pay for all time thereafter that he is
required to remain on the premises ready for work. Any employee put
to work on his regular working day shall receive full day's pay at
the regular straight time hourly rate.
(m) Funeral Leave
An employee, upon the notification of the death of his or her father,
mother, spouse, son, daughter, brother, sister, stepfather,
stepmother, stepson, stepdaughter, half sister, half brother,
mother-in-law, father-in-law, brother-in-law, sister-in-law,
grandchild, grandparent, or spouse's grandparent, shall be granted
his or her next three (3) scheduled working days off with pay (four
(4) days off with pay if the employee is required to travel beyond a
radius of 500 miles). Payment by the Company for such time lost
shall be on the basis of eight (8) hours per day at the employee's
regular straight time hourly rate, including shift differential.
As used herein, brother-in-law is defined to mean (1) the brother of
one's husband or wife, (2) the husband of one's sister, (3) the
husband of the sister of one's spouse, and sister-in-
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law is defined to mean (1) the sister of one's husband or wife, (2)
the wife of one's brother, (3) the wife of the brother of one's
spouse.
The above clause shall not apply to an employee who is laid off,
except when an employee is notified to return to work effective on or
before the day of the funeral he shall be granted full funeral leave
with pay.
The Company will notify a local union official of a death of an
employee's relative as defined above as soon as the Company has been
advised by the employee.
The foregoing to the contrary notwithstanding, no bereavement payment
will be made unless the employee attends the funeral nor will payment
be made if there are more than fourteen calendar days between the
date of death and the next scheduled workday.
(n) Jury Duty
Any regular employee (as distinguished from a probationary employee
required to perform jury duty on a day he is scheduled to work, shall
be excused from work on that day. The Company shall pay the employee
the difference between the amount received for such jury duty and
eight (8) hours at his regular rate of pay plus shift differential if
involved.
The day or days paid for such jury service shall be counted as eight
(8) hours worked for the purpose of computing weekly overtime.
(o) Shift Changes
A shift employee may clock in up to 30 minutes prior to the actual
starting time of his shift and relieve the employee that he is to
replace. When properly relieved within this 30 minute period, the
employee being relieved may clock out and leave the plant. Under
such circumstances the pay received by the relieving and relieved
employees shall be computed as though both employees had clocked in
and out at the actual shift change time.
(p) The Company agrees to resolve problems with employee parking at the
Charlevoix Plant (and Clinchfield Plant).
(p) Wash Time and Rest Breaks
(1) An employee who does not receive a paid lunch period
shall dock out prior to the regular quitting time for his
shift. However, he shall be permitted to leave his place
of work 15 minutes prior to the regular quitting for his
shift to wash provided that the employee is not required
to work overtime. An employee does not receive 15
minutes away from the job to wash because he has been
required by the Company to work up to but not after the
regular quitting time for his shift, shall be compensated
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for lost wash time by multiplying his regular straight
time hourly rate by fifteen minutes (.25 hour). If the
employee uses additional time to clean following the
regular quitting time for his shift, he shall be paid as
though he had clocked out at the regular quitting time.
(2) An employee who does not receive a paid lunch period and
who is required to work overtime after the regular
quitting time for his shift shall clock out no more than
15 minutes after he leaves his place of work. This shall
not apply to an employee on call out.
(3) An employee who does not receive a paid lunch period will
be allowed a 15 minute rest break away from his job
during the first four hours of his regular shift. Break
times shall be determined by the employee's foreman and
the efficient operation of the plant shall be
controlling. The 15 minute break shall be strictly
construed to be the total time away from the job. Should
any employee regularly be denied a break, he may file a
grievance in a timely manner.
(4) The Company is not required to grant any employee who
does receive a paid lunch period any wash-up time and any
rest break. Furthermore, said employee shall eat his
lunch "on-the-job" so that there is no interruption of
operations.
(q) Any other provisions of this labor agreement to the contrary not
withstanding, no employee shall receive pay for any hour worked or
unworked which singly or in any combination, exceeds triple his
regular straight time hourly rate.
ARTICLE Vl
VACATIONS WITH PAY
(a) Any employee who works during at least thirteen (13) weeks in either
each calendar year or each anniversary year, as defined in the Local
Agreements, shall be granted a vacation off work without loss of pay,
according to the following schedule:
(b) All employees who have completed one or more anniversary years of
service but less than five (5) years of service will be entitled to
two (2) weeks of vacation, provided they meet all other requirements
of this Article.
Employees who have completed five (5) or more anniversary years of
service but less than fifteen (15) years of service will be entitled
to three (3) weeks of vacation, provided they meet all other
requirements of this Article.
Employees who have completed fifteen (15) or more anniversary year of
service, but less than twenty-five (25) years of service, will be
entitled to four (4) weeks of vacation, provided they meet all other
requirements of this Article.
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Employees who have completed twenty-five (25) or more anniversary
years of service will be entitled to five (5) weeks of vacation,
provided they meet all other requirements of this Article.
Article Vl (b) above to the contrary notwithstanding, no employee
(who meets all the other requirements of this Article Vl) shall be
entitled any fewer weeks of vacation than he was entitled to take in
1984.
(c) Vacation pay will be based on a forty (40) hour week at the rate of
the permanently assigned classification on which an employee is
working at the time he takes his vacation. If an employee has held a
single higher rated classification for more than six (6) months
during the year preceding his vacation, he will receive vacation pay
computed at the higher rate. Vacation pay shall include appropriate
shift differential for those on fixed shift. Employees working on
rotating shifts shall be paid an average of the rates for the
rotating shifts involved.
(d) Vacations will not be cumulative, but so far as practicable, be
granted at times most desired by the employees, but the final right
to allotment of vacation period is exclusively reserved to the
Company in order to insure the orderly operation of the plant. In
exercising its right to allot vacation periods, the Company will not
require any employee who is on layoff to take his vacation during
periods of plant shutdown or curtailment of operation. Where
requested vacation periods conflict, preference shall be given to the
older employee in point of service.
(e) It is further agreed that if any employees have previously selected
their vacation period so that it occurs during an unforeseen shutdown
such vacation period shall not be changed.
Vacation shall be taken by the employee within the calendar year in
which it is granted as determined by the Local Agreements.
(f) No employee will be required and/or requested to work during his
seven day vacation period. The only exception will be when a
classification has two or fewer employees, no qualified personnel are
available except the employee on vacation, and an emergency situation
exists. In that event an employee on vacation may be requested to
work.
(g) The rules governing the submission of appropriate vacation
application blanks shall be defined by the Local Agreement.
(h) Upon two weeks written notice by an employee to the Personnel Clerk,
the Company will give him his vacation pay on the employee's last
shift prior to the beginning of his vacation.
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ARTICLE VII
HOLIDAYS
(a) The Company will grant eleven (11) paid holidays; these holidays
shall be listed in each Local Agreement.
(b) If any such holiday falls on Sunday, the following Monday shall be
the recognized holiday. The holiday hours shall be those hours
within the 24 hour period commencing with the beginning of the first
shift on the morning of the holiday and ending at the beginning of
the first shift the following day.
(c) Employees who are scheduled to work on a holiday shall be paid two
and one-half (2.5) times the regular straight time hourly rate.
(d) Hours worked on a holiday in excess of eight (8) in a workday, in
excess of forty (40) in a workweek, on off-days, and on callouts
shall be paid for at the applicable overtime rate.
(e) If no work is required of an employee on the above holidays, he will
receive eight (8) hours pay at the regular straight time hourly rate,
provided he meets the following qualifications.
(1) The employee shall have been employed by the Company for
at least thirty (30) calendar days prior to the holiday.
(2) The employee shall have worked his last scheduled working
day prior to and his next scheduled working day after
such holiday unless excused therefrom by the Plant
Manager on account of sickness, accident, death in the
family, or other excused absence. In no event shall a
holiday be paid for unless employee has also worked
during the thirty (30) day period immediately preceding
or immediately following the holiday except that the
thirty (30) day limitation shall not apply if the
employee was temporarily absent from work because of
sickness, accident or layoff. In any event, the employee
must work at least one day in the calendar year in which
the holiday is granted.
(f) If an employee is scheduled to work on a holiday and fails to work,
he shall not receive holiday pay, unless excused therefrom by the
Plant Manager.
(g) If an employee works on a holiday, the holiday shall be counted as a
day worked for computing weekly overtime. Paid holiday is to count
as a day worked for overtime purposes, provided holiday falls on one
of employee's scheduled workdays and he would have worked that day
except for holiday observance.
(h) An employee not scheduled to work the holiday and who subsequently
performs work on a holiday will be considered as being on callout and
will be paid eight (8) hours at the regular
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straight time hourly rate in addition to two (2) times the regular
straight time hourly rate for all time worked with a minimum of four
(4) hours at double time.*
(i) Work schedules for each workweek which include a holiday will be
posted prior to the end of the first shift on Thursday of the
previous week. If an employee is scheduled to work on a holiday, but
then instructed by the Company not to work, he shall receive for that
holiday eight (8) hours pay at two and one-half (2.5) times the
regular straight time hourly rate.
(j) The phrase "regular straight time hourly rate" as used solely in
Article VII, Holidays, shall mean the higher of either the employee's
regular straight time hourly rate or to the highest straight time
hourly rate for a job on which the employee works at least eight (8)
consecutive hours in the workweek in which the holiday falls provided
(1) that the eight hours had been previously scheduled or (2) the
hours are worked the day before or the day after the holiday whether
previously scheduled or not.
ARTICLE VIII
WAGES
(a) Considered a part of the Local Agreements are the current Job
Classifications and Rate Lists.
(b) (1) Scheduled shift workers on the first shift shall receive
the regular straight time hourly rate.
(2) Scheduled shift workers on the second shift shall receive
the regular straight time hourly rate plus 52c. PER HOUR.
(3) Scheduled shift workers on the third shift shall receive
the regular straight time hourly rate plus 75c. PER HOUR.
(4) These premium rates do not apply to day workers even
though they may work over into premium paid shift.
(5) If a day worker is scheduled to take the place of a
regular scheduled shift worker, then the premium rate for
the shift shall apply.
(6) The premium pay does not alter the provisions covered in
this contract under the head of "Working Conditions".
(c) Shift differentials shall be included as part of the regular rate in
the calculation of overtime compensation.
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(d) The Company may at its discretion increase wages in any class or to
an individual in any class without necessitating a change in the rate
of any individual or class.
(e) Any job not mentioned in this Agreement or any job with substantial
changes in duties, equipment or requirements, or any new job created
in the plant, shall be open for negotiations by the Company and the
Union as to wages upon written notice from either party to the other
party. If no agreement can be reached during the above negotiations,
the matter shall be subject to the grievance procedure.
ARTICLE IX
HANDLING OF COMPLAINTS
(a) All employees shall at all times make an effort to perform their
duties in such a manner as to promote safe and efficient operation of
their department and the plant as a whole.
(1) Should a difference arise between an employee and the
Company as to the meaning and application of this
Agreement or should a difference arise as to the meaning
and application of a recognized practice, the employee
with or without his steward shall present his complaint
to his foreman within ten (10) working days after the
date of the alleged wrong or within ten (10) working days
after the date the employee received his payroll check,
whichever is later. Failure by the employee and/or the
Union to observe this time limit shall cause the
grievance to be considered settled in favor of the
Company.
(2) The foreman shall orally reply to the employee within
five (5) working days after the date the employee
presented his complaint in Section (1). Failure by the
Company to observe this time limit shall cause the
grievance to be considered settled in favor of the
employee.
(3) If the employee is not satisfied with the foreman's
reply, the employee may request his steward to present
the grievance in writing to the Union Grievance
Committee. If the Union Grievance Committee believes
that the complaint is justified, it may submit the
complaint in writing to the Plant Manager within five (5)
working days of the date of the foreman's reply in
Section (2). The Plant Manager shall schedule a meeting
with the Union Grievance Committee and any member or
members of the staff that the Plant Manager desires to
have present. This meeting shall take place within
fifteen (15) working days of the date the Union Grievance
Committee submits the grievance to the Plant Manager.
Failure to observe any time limit shall cause the
grievance to be considered settled in favor of the
employee if the Company has failed to observe the time
limit or in favor of the Company if the employee and/or
the Union has failed to observe the time limit.
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(4) The parties shall use their best efforts to settle the
complaint. If the parties agree upon the disposition of
the grievance, they shall reduce their understanding to
writing and the grievance shall be settled. If the
parties are unable to agree, the Union Grievance
Committee may at the employee's request and within thirty
(30) days of the date of the meeting between the Plant
Manager and the Union Grievance Committee submit the
grievance in writing to the Director of Industrial
Relations or his representative with copies to the
International Vice President or District Council
Representative and the Plant Manager. The Director of
Industrial Relations shall contact the International Vice
President or District Council Representative within seven
(7) days after receipt of the grievance to schedule a
meeting. The parties shall use their best efforts to
schedule the meeting within thirty (30) days. Failure to
observe any time limit shall cause the grievance to be
considered settled in favor of the employee if the
Company has failed to observe the time limit or in favor
of the Company if the employee and/or the Union has
failed to observe the time limit.
(5) After full consideration, and such conference as may be
mutually agreed upon with an International or District
Council Representative of the Union, the grievance shall
be considered settled when the employee's and the
Company's representative shall have reached an agreement.
(6) If the parties are unable to settle the grievance, either
party can notify the other party in writing that it
intends to submit the grievance to arbitration. This
notice must be given within ten (10) days FROM THE
RECEIPT OF THE WRITTEN RESPONSE FROM THE COMPANY. The
consent of the other party is not required to arbitrate a
grievance.
The foregoing to the contrary notwithstanding, either
party may exercise the following option:
For the purpose of expediting and facilitating the
resolution of a grievance which has been processed
through step (5) of the grievance procedure and which
would otherwise be submitted to arbitration, either the
Company or the Union may elect to submit said grievance
to a panel which will consist of a Vice President of the
International Union or his representative and the Vice
President of Operations of the Company or his
representative, provided that no member of the panel can
be a party to any discussion of the grievance during an
earlier step of the grievance procedure. Each party can
submit a maximum of five (5) grievances to the panel
during any calendar year. Only a grievance about the
interpretation of contract language in the Basic or Local
Agreement can be submitted to the panel. A party
electing to submit said grievance to the panel must
notify the panel and the other party within ten (10) days
after a decision has been made at step (5). The
authority of said panel shall be no greater than the
authority of the arbitrator as set forth in (d) of the
grievance procedure. The panel shall meet at the Plant
where the grievance arose.
A maximum of two members of the Union Grievance Committee
can attend a panel meeting. The decision of the said
panel shall be final and binding upon the Company
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and the Union. In the event the Union representative on
the panel and the Company representative on the panel are
unable to agree, either the Union or the Company may
elect to submit such grievance to arbitration as provided
in step (6) of the grievance procedure. The party
electing to arbitrate the grievance must give notice to
the other party within ten (10) days after the Union
representative on the panel and the Company
representative on the panel have jointly informed the
parties that the panel is unable to make a decision.
Failure to observe any time limit shall cause the
grievance to be considered settled in favor of the
employee if the Company has failed to observe the time
limit or in favor of the Company if the employee and/or
the Union has failed to observe the time limit.
(b) If either party does not notify the other within ninety (90) days of
the notice of its intent in (a) (6) above, that it now wishes to
mutually select an arbitrator and schedule a hearing date, then the
parties shall consider the grievance to have been withdrawn by the
moving party.
When the moving party notifies the other of its wish to mutually
select an arbitrator, the parties shall select an arbitrator within
ten (10) days. Failing to reach an agreement upon the selection of
an arbitrator, the moving party may request the appointment of an
arbitrator by either the Federal Mediation and Conciliation Service
or the American Arbitration Association.
Grievances heard by the arbitrator must be presented in chronological
order based on the date the grievances were written except in
discharge cases which may be presented out of chronological order or
in cases where the parties have mutually agreed in writing to waive
the chronological order requirement.
(c) All time limits set forth in (a) and (b) shall be strictly observed;
time limits can be extended by a written agreement between the
parties.
Whenever the term "working days" occurs in the grievance procedure,
it shall be defined by the parties to mean plant work days, Monday
through Friday.
Whenever the term "days" is used in this section, it shall be defined
by the parties to mean calendar days.
(d) The arbitrator shall consider only the grievance appealed to him and
shall have jurisdiction and authority only to interpret, apply, or
determine compliance with the provisions of this Agreement, and only
the extent necessary to determine the grievance. The arbitrator
shall not have jurisdiction or authority to add to, modify, detract
from, or alter in any way the provisions of this Agreement.
(e) The arbitrator's decision shall, at the request of either party, be
in writing and shall be final and binding on both parties. The fees
and expenses of the arbitration proceeding, except fees for witnesses
brought in by either party and legal counsel's fees, shall be borne
equally
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by the Company and the Union. Bargaining unit employees including
Committeemen who participate in arbitration proceedings shall not be
compensated by the Company.
(f) Grievances involving the provisions of the collective bargaining
agreement and occurring so as to be processed to arbitration at the
same time will be at the request of either party arbitrated before
the same arbitrator. However, it is agreed that not more than four
(4) cases will be heard at one series of hearings.
(g) Local Union officers and stewards off-duty and representatives of the
International Union and District Council shall, upon notice to the
Company, be permitted on Company's premises to investigate
grievances.
(h) Meetings will be conveniently scheduled so as to complete all
business within the normal working day for day employees. Any
employee who is scheduled to work during the hours the meeting is
held and who attends the meeting will be compensated by multiplying
the regular straight time hourly rate by the hours he attends the
meeting. In addition, if the employee attends the meeting beyond his
normal quitting time, he will be compensated for each additional hour
he attends the meeting by multiplying the regular straight time
hourly rate by one (1) and said additional hour or hours shall not
count toward daily or weekly overtime.
Any member of the Committee who is not scheduled to work during the
hours the meeting is held, who is not scheduled to work the third
shift immediately preceding the meeting, or who is not scheduled to
work the second shift immediately following the meeting, and who
attends the meeting, will be compensated by multiplying his regular
straight time hourly rate by all hours he attends the meeting. Any
hours paid under this paragraph shall not count toward the
calculation of any penalty or premium pay section of this Agreement
including but not limited to daily or weekly overtime. Any employee
who is receiving S.U.B. benefits, sickness and accident benefits, or
Workmen's Compensation benefits for the day of the meeting or who is
absent due to disciplinary layoff shall not receive any compensation
under this paragraph.
When a meeting is scheduled at which a representative of the
International Union and a representative of the Company from
Cleveland will attend, any member of the committee who is scheduled
work the third shift immediately preceding the meeting will be
excused from working the third shift and will be compensated by
multiplying eight (8) hours at the regular straight time hourly rate
plus shift differential if the employee has attended the meeting.
Any member of the committee who is scheduled to work the second shift
immediately following the meeting will be excused from working the
second shift if the employee has attended the meeting for six (6)
hours. In the event the employee is excused from working the second
shift, he will be compensated by multiplying eight (8) hours at the
regular straight time hourly rate plus shift differential.
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(i) The Company will reimburse no more than two (2) members of the
Union's bargaining Committee from each Local Union for scheduled time
lost due to attendance at and travel to and from Basic Agreement
Negotiations. One day travel time shall be allowed the day before
such meeting, and one day travel time shall be allowed after such
meeting. The rate of pay will be the regular straight time hourly
rate including Sunday premium, if applicable.
(j) Disciplinary letters issued to employees will remain in the Company's
employee file for twelve (12) months. At the end of the twelve (12)
month period, the disciplinary letters will not be used against the
employee in the future for purposes of progressive discipline.
This provision shall not apply if the discipline letter refers to a
disciplinary suspension of one week or more.
(k) Where there is a discussion between an hourly employee and a
supervisor that is intended as a disciplinary measure, the Company
requests that a grievance committeeman, job steward or other
designated employee be present.
A "disciplinary measure" shall be limited to the issuing of a
reprimand or the imposition of a penalty to an employee about which a
notation, letter or unsatisfactory performance report is subsequently
made part of the employee's personnel file.
It shall be the responsibility of the Union to appoint and have
available on each shift a committeeman, job steward or other employee
designated for purposes of this section who shall be identified to
the Corporation in writing.
It is not the intent of this Section to expand the total number
committeemen as provided for in each Local Supplemental Agreement.
(l) DISCIPLINE OF ONE WEEK OR MORE WILL NOT BE USED AFTER FIVE YEARS.
(l) When a grievance involving pay is settled in favor of the Union, the
employee entitled to such pay shall be paid by the second pay
following the settlement.
ARTICLE X
STRIKES AND LOCKOUTS
(a) Having provided an orderly procedure for settling all disputes, the
Company agrees not to lock-out its employees and the Union agrees
that there will be no strikes or work stoppages during the term of
this Agreement.
(b) The Company agrees not to hold the Union liable when such activities
are not authorized by the Union, provided that the Union within forty
eight (48) hours orders its members to cease and desist from such
activities.
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(c) It shall not be a violation of this Agreement or cause for
disciplinary action including discharge if an employee refuses to
cross a picket line that has been established in full compliance with
existing laws. Picket lines established as a result of
jurisdictional disputes, picket lines established for the purpose of
organizing in-plant non-bargaining unit personnel, and/or
informational picket lines are excluded from this protection.
Notwithstanding the above, employees will not honor any picket line
unless authorized by the International Union. The International
Union will not be held liable for any subsequent damage to the
Corporation resulting from refusal of employees to cross an
authorized picket line.
ARTICLE XI
SAFETY
(a) The Company will, according to its established practice, continue to
install such safety devices for the protection of the lives and
health of its employees as are required by the Workmen's Compensation
laws of the State in which the plants covered by this Agreement are
located. The Company will maintain the washhouse with heat, light
and plenty of hot water, and keep the toilets, fixtures and floors in
a sanitary condition, and will supply good drinking water wherever
necessary about the plant. Sufficient equipment and tools shall be
maintained in a safe and efficient working order, and the regulations
and safety codes adopted by the Department of Labor of the applicable
state, in the interest of protecting the safety and health of
industrial employees as they affect this industry, be strictly
observed by both parties.
(b) The Company agrees to furnish first aid and medical service to its
workers in any cases originating out of their work in the Company
plant, in compliance with the Workmen's Compensation laws of the
applicable state. Medical services shall be performed by a doctor to
be agreed upon by the Company and the plant safety committee, but at
the request of the injured, and the approval of the Plant Manager and
Director of Industrial Relations, other medical aid may be called in
at the expense of the Company for consultation or treatment of any
cases. It is agreed that a complete medical examination may be
required before an applicant is employed. Also, that complete
medical examination may be made annually or at any time at the
discretion of the Company. Copies of such reports and examinations
will be kept on file by the Company and shall at all times be
available for inspection to such employees. Copies thereof shall be
furnished to such employee's designated physician upon request.
(c) A Joint Safety and Health Committee shall be established consisting
of four members, two appointed by the Company and two appointed by
the Local Union. In the event that a member is absent from a meeting
of the Committee, his alternate may attend and when in attendance
shall exercise the duties of the member. The Safety Director or his
designee will be the fifth member and act as Chairman of the
Committee.
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The Joint Committee shall meet as often as necessary, but not less
than once each month at a regularly scheduled time and place for the
purpose of jointly considering, inspecting, investigating and
reviewing health and safety conditions and practices and
investigating accidents and for the purpose of jointly and
effectively making constructive recommendations with respect thereto,
including but not limited to the implementation of corrective
measures to eliminate unhealthy and unsafe conditions and practices
and to improve existing health and safety conditions and practices.
All matters considered and handled by the Committee shall be reduced
to writing, and joint minutes of all meetings of the Committee shall
be made and maintained. One union representative to the Committee
will accompany a Federal or State investigator on a walk-around
inspection or investigation, and will attend any pre-or
post-inspection conferences. All time spent in connection with the
work of the Committee by a Union Representative including all time
spent in pre-or post-inspection conferences and walk-around time
spent in relation to Federal and State inspections and investigations
as provided for above, shall be compensated at the employee's regular
straight time hourly rate. Any time spent during the hours the
employee is scheduled to work shall count toward the calculation of
any penalty or premium pay section of this Agreement including, but
not limited to daily or weekly overtime. Any time spent outside of
the hours the employee is scheduled to work shall not count toward
the calculation of any penalty or premium pay section of this
Agreement. No time spent outside of the hours the employee is
scheduled to work shall be compensated at a rate greater than one (1)
times the employee's regular straight-time hourly rate.
Any employee who believes his job presents a hazard to his safety or
health may request an immediate review of his job by the Joint Safety
and Health Committee.
No employee shall be disciplined or discharged for refusing to work
on a job if his refusal is based on a bona fide claim that said job
is not safe or might unduly endanger his health or safety.
(d) (1) An employee shall be paid a premium when he is required
to:
A. work within a kiln during the first ten (10) hours that
the kiln has been shutdown after it has been operating at
a normal level;
B. work within a cooler during the first two (2) hours that
the cooler has been shut down after it has been operating
at a normal level;
C. work within a kiln precipitator during the first four (4)
hours following the shut down of the kiln providing the
precipitator was handling the kiln gases at the time of
kiln shutdown;
D. work within a section of a kiln precipitator or a kiln
baghouse while the kiln is in operation and the other
sections of the baghouse or the precipitator are in use.
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The premium shall be calculated by multiplying the
regular straight time hourly rate by one-half (0.5) for
each and every hour worked up to the 10, 2, and 4 hours
mentioned in A, B and C above and for 1/2 the hours
worked in D above. Said premium shall be paid in
addition to whatever compensation the employee is
otherwise entitled to receive under any other section of
this Agreement.
(2) Each Plant Safety Committee will meet to determine those
areas of the Plant where an employee is subject to
excessive radiant heat for extended periods of time. The
Committee will consider all conditions which affect the
level of heat encountered including ambient air
temperature. Upon making said determination, the
Committee will decide what the Company shall provide as
reasonable protective apparel against excessive radiant
heat.
(3) In the event that an employee is required to work on top
of roofs, silos, scale a quarry face or work in a silo
under conditions that are hazardous to an employee's
safety, the hours worked shall be compensated for by
multiplying the regular straight time hourly rate by
one-half (0.5) for each and every hour worked that is
deemed hazardous, and this hazardous work premium shall
be paid in addition to whatever compensation the employee
is otherwise entitled to receive under any other section
of this Agreement.
(e) Should the Company require an employee to wear foot protection, the
Company will furnish such protection without cost to the employee.
The liability of the Company with regard to safety shoes will be
limited to not more than two (2) pair in any one year. A new pair of
shoes will only be provided an employee when the worn out pair is
turned in for replacement.
(f) If a mandatory eye protector program is adopted: (1) the Company will
pay for the cost of the eye examination if safety glasses with
corrective lenses are required; (2) the Company will pay for safety
glasses whether or not the glasses require corrective lenses. Safety
glasses with or without corrective lenses will not be replaced more
than once a year unless broken or otherwise damaged on the job.
(f) THE COMPANY AGREES TO ALLOW AN $80 REIMBURSEMENT FOR SAFETY SHOES
BEGINNING MAY 1, 1998. THIS ALLOWANCE IS TO BE INCREASED BY $2.50 ON
THE ANNIVERSARY DATE EACH YEAR OF THE AGREEMENT.
(g) The Company shall furnish all tools and equipment for its employees
except to repairmen and other skilled trades, in which case these
employees shall furnish their own hand tools. "Hand tools" as used
herein shall not include socket sets, wrenches more than twelve (12)
inches long, and all other specialized tools incident to the work of
the mechanical, maintenance and skilled trades. Any hand tool that
the employee uses in the performance of his job duties will be
replaced by the Company if they are broken, worn out, lost or stolen.
Unusable tools will be presented to the Company prior to replacement.
Lost or stolen tools must be immediately reported to the Company for
replacement approval.
33
<PAGE> 34
Employees temporarily transferred to maintenance classifications
shall be supplied with necessary tools.
(h) The Furnishing of Gloves: The Company will continue its existing
local practices regarding the furnishing of gloves.
Employees who are not presently receiving gloves under existing local
practices shall receive one pair of gloves at the beginning of each
contract year, and each such employee shall receive a maximum of one
additional pair per contract year from the Company upon return of his
worn out gloves.
In the event such an employee wears out and returns the two pairs of
gloves provided to him, the Company shall sell him an additional pair
of gloves for each worn out pair of Company provided gloves he
returns. Said gloves shall be sold to the employee at the price paid
by the Company.
(i) If the Company requires an employee to take a physical examination,
the Company agrees to pay for the physical examination and also
agrees to pay the employee at his straight time hourly rate for all
time spent in the doctor's office taking the physical examination;
provided, however, employees receiving S & A and/or Workmen's
Compensation benefits are not entitled to any compensation under this
section. (Doctor releases for returning to work are not considered
physical examinations and will not be paid under this section).
ARTICLE XII
MILITARY SERVICE
(a) The Company and the Union shall comply with the Universal Military
Training and Service Act of 1950, as amended.
(b) Active employees with one year seniority and who are in the Reserve
of any branch of the military service, including the National Guard,
who are required to attend a summer encampment as part of their
Reserve obligation shall receive from the Company the difference
between the amount of pay received for such encampment and his
regular straight time hourly rate of pay for up to a maximum of two
(2) weeks per calendar year.
ARTICLE XIII
SUPPLEMENTAL UNEMPLOYMENT BENEFIT PLAN
The Company agrees to pay out of its funds (and not out of the Trust Fund
established under Article III of the Plan) benefits in amounts equal to those
provided by Section 2 of Article VIII of the Plan upon termination of
employment on or after May 1, 1965, after an employee (as defined
34
<PAGE> 35
in Section 6, Article II of the Plan) is sixty-five years old, provided such
employee is not eligible for a pension under the current Pension Plan for
Hourly Employees of the Company.
The foregoing to the contrary notwithstanding, the above payment shall not be
paid directly by the Company until termination benefits paid from the Trust and
Contingent Funds exhaust those funds.
ARTICLE XIV
SUBCONTRACTING
(a) The Company will not contract for production or maintenance work
customarily performed by its own employees unless it is more
economical, expeditious, and/or efficient to do otherwise.
(b) The Company may enter into contract arrangements for obtaining raw
materials, semi-finished or finished products.
(c) Notwithstanding the above, the Company will not contract or
subcontract work covered by Paragraphs (a.) or (b.) above if it will
directly result in the 1) laying off of (or failure to recall
qualified) bargaining unit employees, or 2) the reduction of hours of
bargaining unit employees below 40 hours a week; or 3) reduction of
employees to a lower rated classification. It is understood that
layoffs attributable to such things as inventory or production
adjustments, changes in methods, processes or technologies, and/or
break downs or failure of equipment power failure or any conditions
beyond the control of the Company, are specifically exempted from
this commitment.
(d) Further, (a), (b) and (c) above does not apply to new construction or
to construction involved in major modification work.
(e) The Company agrees to notify the Local Union in writing with a copy
to the International or District Representative who services the
Local Union, sent by registered mail, at least fourteen (14) days in
advance if reasonably possible, and to meet with the Union, upon
request by the Union, for explanation of the reasons causing the
Company to decide to contract any production and maintenance work.
The parties agree that while notification is an important part of the
working relationship between the parties and should be adhered to in
order to reduce the number of disputes concerning sub-contracting the
parties also recognize and agree that this Section of the Contract
does not require any penalty when the Company fails to give proper
written notice of its intention to sub-contract.
35
<PAGE> 36
ARTICLE XV
MISCELLANEOUS
(a) The Company will enter into a Union label agreement for the Company's
packaged products.
(b) All basic, supplemental, pension, S.U.B. and insurance agreements
will be printed at the Company's expense and will bear the Union
label. The Company will provide each local with a supply of the
booklets. The Company will print all Agreement booklets in large and
legible type.
(c) If the Union alleges that a Leadman or Temporary Foreman is exceeding
or abusing his authority or that his actions violate the Contract,
the Union may grieve their allegations directly to the Plant Manager.
The Company will notify the employees involved whenever a Leadman or
Temporary Foreman is being assigned.
ARTICLE XVI
TERM OF AGREEMENT
(a) This Agreement shall be binding upon the parties hereto, their
successors, administrators, executors and assigns. In the event of
the sale or lease by the Company of any of the plants covered by this
Agreement, or in the event the Company is taken over by sale, lease,
assignment, receivership or bankruptcy proceeding, such operations
shall continue to be subject to the terms and conditions of this
Agreement for the life thereof.
The Company will notify the Union immediately prior to any Company
press release concerning the intended sale or completed sale of a
Plant.
The Company shall give notice of the existence of this Agreement to
any purchaser, lessee or assignee of said plant. Such notice shall
be in writing with a copy to the Union not later than the effective
date of the sale.
(b) After ratification by the members of the Local Unions this Agreement
shall become effective and remain in full force and effect and be
binding upon the parties hereto from the date ratification is
certified by the International Union to and including April 30, 1998,
and it shall continue in full force and effect thereafter from year
to year until either party on or before March 1st of any year,
beginning March 1, 1998 gives written notice to the other party of
its desire or intention either to alter or modify or to terminate the
same. If such notice is given, the parties hereto shall begin
negotiations not later than March 31st in such year and this
Agreement shall continue in full force and effect until completion
and signing a new Agreement, provided, however, that after such
negotiations have continued without reaching an agreement until May
1st in any year, then either party may terminate this Agreement, at
any time thereafter upon notice.
36
<PAGE> 37
(c) The written notice set forth in (b) above by either party shall
contain any changes or amendments desired, and only such changes or
amendments as are contained in the two written notices shall be
discussed by the conferees.
(d) The proposals and counter-proposals made by each party shall not be
used, or referred to, in any way during or in connection with the
arbitration of any grievance arising under the provisions of the
Agreement.
Ratification of this Basic Agreement and the Local Agreements was certified by
J.C. Todd. International Union Representative, on May 7. 1994.
<TABLE>
<S> <C>
FOR THE MEDUSA CEMENT COMPANY FOR THE UNITED CEMENT, LIME
(DIVISION OF MEDUSA CORPORATION) GYPSUM AND ALLIED WORKERS
DIVISION (Boilermakers Union)
- ----------------------------------- -----------------------------------
- ----------------------------------- -----------------------------------
- ----------------------------------- -----------------------------------
/98 /98
FOR THE CLINCHFIELD PLANT FOR LOCAL D-23
- ----------------------------------- -----------------------------------
- ----------------------------------- -----------------------------------
/98 /98
FOR THE CHARLEVOIX PLANT FOR LOCAL D-480
- ----------------------------------- -----------------------------------
- ----------------------------------- -----------------------------------
/98 /98
</TABLE>
37
<PAGE> 38
August 5, 1987
Mr. August Clavier
THE CEMENT, LIME, GYPSUM AND
ALLIED WORKERS DIVISION
Alpena, Michigan 49707
Dear Mr. Clavier:
This letter will confirm that the Company has not entered into any secret
agreements with any sub-contractors for the purpose of making reductions in
employment at the plants nor does it have any plan to enter into any agreements
the effect of which would be in violation of the sub-contracting clause of the
labor agreement.
Sincerely,
Peter H. Geis
Corporate Director of
Labor Relations
38
<PAGE> 39
AGREEMENT BETWEEN
MEDUSA CEMENT COMPANY (Division of Medusa Corporation)
and
THE CEMENT, LIME, GYPSUM AND ALLIED WORKERS
DIVISION (INTERNATIONAL BROTHERHOOD OF
BOILERMAKERS, IRON SHIP
BUILDERS, BLACKSMITHS, FORGERS AND HELPERS, AFL-CIO)
LOCAL NO. D480 - CHARLEVOIX, MICHIGAN
LOCAL SUPPLEMENTAL AGREEMENT
EFFECTIVE MAY 1, 1998 TO MAY 1, 2003
39
<PAGE> 40
LOCAL UNION NO. D480 - CHARLEVOIX, MICHIGAN
LOCAL SUPPLEMENTAL AGREEMENT
<TABLE>
<S> <C> <C>
I Agreement and Purpose 1
II Union Recognition and Security 2
III Management 2
IV Seniority 2
V Employment and Promotion 3
VI Working Conditions 4
VII Vacations with Pay 5
VIII Holidays 7
IX Bulletin Boards 7
X Miscellaneous 7
XI Term of Agreement 10
Job Classifications and Wage Rates 11
Local Agreements 24
Charlevoix Seniority List 27
</TABLE>
40
<PAGE> 41
AGREEMENT BETWEEN
MEDUSA CEMENT COMPANY (Division of Medusa Corporation)
and
THE CEMENT, LIME, GYPSUM AND ALLIED WORKERS DIVISION
(International Brotherhood of Boilermakers, Iron Ship
Builders, Blacksmiths, Forgers and Helpers, AFL-CIO)
LOCAL UNION NO. D480 - CHARLEVOIX, MICHIGAN
LOCAL SUPPLEMENTAL AGREEMENT
41
<PAGE> 42
ARTICLE I
AGREEMENT AND PURPOSE
(B.A. Article 1)
(a) This Agreement is by and between the Medusa Cement Company, Division
of Medusa Corporation, hereinafter called the "Company" and the
Cement, Lime, Gypsum and Allied Workers Division No. 480 affiliated
with the Cement, Lime, Gypsum and Allied Workers Division
(International Brotherhood of Boilermakers, Iron Ship Builders,
Blacksmiths, Forgers and Helpers, AFL-CIO) hereinafter called the
"Union" and is supplemental to and a part of the Basic Agreement
dated May 1, 1998 by and between the Company and the said Division.
(b) All Agreements reached between the Union and the Company shall be
reduced to writing and signed by the parties.
ARTICLE II
UNION RECOGNITION AND SECURITY
(B.A. Article II)
(a) The Company is willing at all times to meet its employees' committee
and representatives of the International Union for the purpose of
discussing wages, hours, and working conditions, with the object to
reach a satisfactory agreement.
(b) The committee shall consist of not more than five (5) and not less
than three (3) members.
(c) Union dues will be deducted as close as the system permits, from the
weekly paycheck after the first full week of the month for that given
month. The Personnel Clerk will cooperate with the Financial
Secretary of the Union if individual collection problems arise.
ARTICLE III
MANAGEMENT
(a) The Union agrees to recognize the Company's right to manage its plant
and direct its working force except as specifically limited by the
terms of this Agreement.
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<PAGE> 43
ARTICLE IV
SENIORITY
(B.A. Article III)
(a) Any employee detained from work on account of sickness or for any
other good reason shall notify the Plant Manager or his Foreman,
before the start of his shift. Any employees absenting themselves
from work for five (5) consecutive days without good and satisfactory
reasons may be discharged and dropped from the seniority list and
payroll of the Company. Repeated absence of less than five (5) days
shall be subject to a progressive disciplinary program, and the Local
Union will receive communications pertaining to each step
disciplinary action within one working day excluding Saturdays,
Sundays, and holidays of any action taken.
(b) Subject to the approval of the Company, employees requesting a leave
of absence in writing for personal reasons may be granted leaves of
absence not to exceed thirty (30) calendar days.
ARTICLE V
EMPLOYMENT AND PROMOTIONS
(a) When considering applicants for a vacant job pursuant to Article IV
Section (h) of the Basic Agreement, an employee who has previously
held and worked on_a job permanently for one year or more in the
THREE years prior to the bid in question shall have preference over
an employee who has not previously held that bid job. When the
Company elects to award a job to an applicant who will require
training to satisfactorily perform the work, the employee to whom the
job was awarded will receive the rate of pay for the job he
previously held or the rate of pay for the job he was awarded,
whichever is less. It is understood that when the Company trains an
employee, the employee in training will not work in place of an
employee whose job is the same as the employee in training. When an
employee's training is completed, the employee will be paid the rate
of the job he was awarded. This section does not apply to an
employee who bids for a maintenance job.
ARTICLE Vl
WORKING CONDITIONS
(B.A. Article V)
(a) In accordance with Article (V)(h)(2) of the Basic Agreement overtime
in the various job classifications will be reasonably equally divided
among the employees of the respective job classification insofar as
it is practical to do so.
(b) Temporary Job Vacancies: The Company shall not be required to fill
temporary job vacancies, whether scheduled or unscheduled, unless the
efficient operation of the plant requires that said temporary job
vacancies be filled.
(c) When the Company determines that a temporary vacancy, scheduled or
unscheduled, is to be filled by a laborer, the assignment will be
made in the best interest of the efficient
43
<PAGE> 44
operation of the Plant. In many instances, the company will offer
the senior laborer an upgrade to higher rated classifications and
will continue to do so depending on the circumstances, but not as a
contractual requirement. However, if the Union determines that a
repeated pattern and Practice of ignoring seniority on upgrades has
developed concerning a particular individual or group of individuals,
it may grieve such allegation directly to the Plant Manager.
If the Union determines that evidence indicates that the Company is
pre-training certain laborers so that employees are being
discriminatorily selected for a particular job opening, it may
present this allegation in the form of a grievance which will
commence at the third step of the grievance procedure.
Experience gained in a temporary job assigned or awarded in
accordance with this Section shall not be considered in the awarding
of any job. This Section does not alter or change the terms and
provisions of Section (b).
(d) The Normal schedule for day shift laboratory employees shall be 7:00
A.M. to 3:00 P.M. with a paid lunch period. This agreement does not
limit the Company's right to change schedules under the scheduling
clause.
(e) The Company is willing to post changes in an employee's schedule if
it changed after the Thursday posting. The parties recognize that
this is for information purposes only, there are no time requirements
and that no penalties are required if such posting does not take
place.
(f) The Company will ensure that only properly trained individuals are
assigned to operate the Mobile Crane.
(g) Under normal circumstances, if the Company requires an employee in
the Quarry to go to the Plant to obtain parts or supplies, it will
provide transportation to and from the Plant.
ARTICLE VII
VACATIONS WITH PAY
(B.A. Article Vl)
(a) In accordance with Article Vl(a) of the Basic Agreement any employee
who works during at least thirteen (13) weeks in each calendar year
shall be granted vacation off work without loss of pay, according to
the schedule in Section (b) of Article Vl of the Basic Agreement.
(b) The Company shall submit appropriate application blanks to the
employee within the first week of the calendar year, and they are to
be returned to the Company within one month. In the event an
employee fails to return this form to the Company, then after this
one month period, the Company shall designate the employee's vacation
period, and notify the employee who fails to return this application
to the Company and the Union of the vacation
44
<PAGE> 45
period designated for the employee. All vacation blanks received
from employees or issued by the Company shall be returned to the
employees not later than the first week in March.
(c) Any change in an employee's selected and designated vacation period
must be approved by the Company and the Union Committee.
(d) (1) Employees entitled to two (2) or more weeks of vacation
may be permitted to take such vacations in two (2)
separate periods of not less than one (1) week each.
Seniority preference, however can be exercised in only
one (1) such vacation period.
(2) At the option of the employee, one week of his vacation
may be taken in single days, provided that he states his
intentions when selecting his vacation at the start of
the calendar year.
When making the final selection of the single vacation
days, the employee shall give as much notice as possible
but not less than 72 hours and request approval by the
Plant Manager to take the vacation days chosen. This
request shall not be unreasonably withheld.
If an employee's schedule is changed after the Thursday
posting as a result of another employee taking a vacation
day one day at a time, there shall be no schedule penalty
paid to such employee.
(e) Vacations shall be taken within the calendar year in which it is
granted.
(f) Employees who have one (1) or more years of service and who are
separated from service for any reason will receive vacation pay due
them on the following basis: One-twelfth (1/12) vacation credit for
each one hundred (100) hours worked in his current calendar year.
(g) In the event the employment of any such employee is terminated for
any reason, the Company shall pay to the employee, or to his
beneficiary in the event of his death, all vacation due.
(h) THE BALANCE OF AN EMPLOYEE'S SINGLE DAY VACATION WHICH IS NOT
SCHEDULED AND APPROVED BY SEPTEMBER 1 OF EACH YEAR WILL BE SCHEDULED
BY MANAGEMENT.
45
<PAGE> 46
ARTICLE VIII
HOLIDAYS
(B.A. Article VII)
(a) New Year's Day, Good Friday, Memorial Day, Independence Day, Labor
Day, First Day of Michigan Deer Season, Thanksgiving Day, Christmas
Day, and three floating holidays are recognized as "Holidays".
(b) AN EMPLOYEE REGULARLY SCHEDULED ON A ROTATING SHIFT THAT HAS A
HOLIDAY OBSERVED DURING THEIR NORMAL WORK WEEK WOULD HAVE THE
FOLLOWING OPTIONS:
A. THE EMPLOYEE COULD WORK THE HOLIDAY AND PRESENT CONTRACT LANGUAGE
WOULD APPLY.
B. THE EMPLOYEE WILL NOTIFY THE COMPANY ONE (1) WEEK PRIOR TO THE
HOLIDAY THAT HE ELECTS TO WORK THE HOLIDAY AS A "NON HOLIDAY" AT THE
APPROPRIATE RATE AS THOUGH IT WAS A REGULAR WORKDAY AND RECEIVE AN ADDITIONAL
FLOATING HOLIDAY.
THE ABOVE WOULD APPLY TO HOLIDAYS OCCURRING PRIOR TO SEPTEMBER 1ST
OF THE AFFECTED YEAR.
THE COMPANY WILL REVIEW THIS DURING THE FIRST TWO CALENDAR YEARS
OF THE CONTRACT AND NOTIFY THE UNION IF THIS PRACTICE WILL CONTINUE THE
REMAINDER OF THE CONTRACT TERM BY 31 DECEMBER 1999 OF THE SECOND YEAR.
ARTICLE IX
BULLETIN BOARDS
(a) The Company agrees to allow the proper officers of the Union who are
employees of the Charlevoix Plant of the Company to use one
designated section of the plant bulletin board for posting notices in
the interest of the Company and its employees.
ARTICLE X
MISCELLANEOUS
(B.A. Article XV)
(a) The Company will post a copy of the job description when a new job is
bid.
(b) As has been the practice, classified employees will be assigned to
assist servicemen engaged by the Company to work on Company-owned
equipment during regular or overtime hours whenever their services
are required. THE COMPANY WILL NOT BE REQUIRED TO ASSIGN CLASSIFIED
PERSONNEL TO ASSIST SERVICEMAN PERFORMING ROUTINE LUBRICANTS AND
FLUIDS SERVICE REQUIRED TO MAINTAIN WARRANTY CONDITIONS.
(c) The Company will meet with the Union Committee as soon as practical
after disciplinary action has been taken against an employee which
results in loss of pay to explain the reasons for the discipline
given.
46
<PAGE> 47
Under certain circumstances the Company may notify the Union of such
action prior to the time action is actually taken.
(d) If an employee's paycheck is short in excess of $25.00, the Company
ill make up the shortage in cash or check prior to the completion of
his next scheduled shift (excluding weekends and holidays).
(e) In the event that an endloader is used to replace the shovel for the
purpose of digging and loading stone at the quarry face, the
endloader operator shall be paid the regular classified hourly rate
of the shovel operator. A man classified as a shovel operator may
only operate a front end loader when loading shot rock, shale or
sand.
(f) If the Company requires an employee to work overtime without at least
one (1) day's notice, and the employee is unable to obtain
transportation to his house, the Company will provide transportation
for the employee.
(g) Mowing lawns with power-driven equipment: Service equipment
operators rate.
(h) Painters - Bracket 11 (painting walls, floors, etc., with brushes,
mixing, aesthetic qualities, etc. are important) and Bracket 8
(machinery and equipment, railings, steps, guards, etc. - using
brushes or spray guns - industrial painting). Does not limit right
to contract out work. Rate only.
(i) The Company will continue to supply protective leathers and coveralls
for the jobs it has in the past and make sure adequate quantities of
same are available for on the job use.
(j) An overtime list shall be posted weekly and shall include total hours
worked and refused. Call-out sheets will be posted each day, Monday
through Friday.
(k) The Company will initiate a program to provide specific training
courses for specific cement plant equipment. These programs will be
reviewed by the Maintenance Training Committee by August 15, 1978.
The Committee will meet thereafter as required to review progress of
trainees and course content.
The maintenance training program shall be modified to limit the
number of trainees to a maximum of forty percent (40%) in the
electrical and instrument areas.
When job openings occur such that the number of trainees would exceed
this percentage the job opening will be bid for qualified electrician
or instrumentman rather than for a trainee.
The maintenance training committee shall use their efforts to improve
the course content in these two areas to improve the skill and
knowledge levels.
47
<PAGE> 48
(l) The Company has purchased a 3-1/2 yard bucket endloader which will be
assigned to the Service Equipment Classification.
(m) Maintenance Training Committee shall meet at least once every month.
(n) For purposes of overtime distribution, when probationary employees
are added to a job classification they will enter the classification
at the highest number of overtime hours existing in the
classification plus one.
(o) It is understood by both the Union and the Company that the Director
of Industrial Relations will contact the payroll department of each
plant to make arrangements that will allow for S.U.B. payments to be
made by the end of the second week an employee is laid off. This
arrangement will be made within a six (6) week period following the
ratification of the 1975 contracts by the Local Unions.
It is further understood that any S.U.B. payments made in advance of
meeting the requirements of the existing S.U.B. agreement between the
parties will remain subject to Section 7, Recovery of Overpayments,
of the S.U.B. Agreement.
ARTICLE Xl
TERM OF AGREEMENT
(B.A. Article XVI)
(a) This Agreement shall have the same effective date and term and is
subject to the same conditions and expiration provisions as the Basic
Agreement.
IN WITNESS WHEREOF, this Agreement between the parties has been
executed by their duly authorized representatives this ____ day of
May, 1998.
FOR THE MEDUSA CEMENT COMPANY FOR THE UNITED CEMENT, LIME
(DIVISION OF MEDUSA CORPORATION) GYPSUM AND ALLIED WORKERS
DIVISION (Boilermakers Union)
- ----------------------------------- -----------------------------------
- ----------------------------------- -----------------------------------
- ----------------------------------- -----------------------------------
98 98
FOR THE CHARLEVOIX PLANT FOR LOCAL D-480
- ----------------------------------- -----------------------------------
- ----------------------------------- -----------------------------------
48
<PAGE> 49
WAGE RATES - CHARLEVOIX PLANT
<TABLE>
<CAPTION>
EFFECTIVE
---------
BRACKET JOB TITLE 05/01/98 05/01/99 05/01/00 05/01/01 05/01/02
- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
1 Laborer (1) $13.99 $14.59 $15.14 $15.69 16.24
2 Janitor 16.16 16.76 17.31 17.86 18.41
3 - 16.31 16.91 17.46 18.01 18.56
4 - 16.46 17.06 17.61 18.16 18.71
5 - 16.61 17.21 17.76 18.31 18.86
6 - 16.76 17.36 17.91 18.46 19.01
7 - 16.91 17.51 18.06 18.61 19.16
8 - 17.06 17.66 18.21 18.76 19.31
9 - 17.21 17.81 18.36 18.91 19.46
10 - 17.36 17.96 18.51 19.06 19.61
11 Stockman 17.51 18.11 18.66 19.21 19.76
12 Lubeman 17.66 18.26 18.81 19.36 19.91
Repairman B
Mechanic B
Service Equipment Operator
Truck Driver - Quarry
Driller - Blaster
-----------------
13 - 17.81 18.41 18.96 19.51 20.06
14 Mobile Crane Operator 17.96 18.56 19.11 19.66 20.21
Instrument B
Electrician B
Diesel Mechanic B
15 Machinist B 18.11 18.71 19.26 19.81 20.36
Cement Loader
16 Laboratory Technician 18.26 18.86 19.41 19.96 20.51
17 Repairman A 18.41 19.01 19.56 20.11 20.66
Combination Quarry Operator
Premo
Mechanic A
18 - 18.56 19.16 19.71 20.26 20.81
19 Electrician A 18.71 19.31 19.86 20.41 20.96
Machinist A
Instrument A
Mechanic A - Deisel
Analytical Chemist
Physical Chemist
Utility Chemist
Shovel Operator
20 - 18.86 19.46 20.01 20.56 21.11
21 Control Room Operator 19.51 20.36 21.16 21.71 22.26
Shift Breaker
</TABLE>
(1) Laborers hired after May 1, 1998 shall be paid in accordance with
the following schedule:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
New Hire Rate $10.49 11.09 11.36 11.77 12.18
I 6 months after D.O.H. 11.19 11.67 12.11 12.55 12.99
II 1 year after D.O.H. 12.59 13.13 13.63 14.12 14.62
III 1-1/2 years after D.O.H. 13.99 14.59 15.14 15.69 16.24
</TABLE>
49
<PAGE> 50
May 20, 1981
Mr. Thomas Oleksy
President, Local D480
UNITED CEMENT, LIME, GYPSUM AND
ALLIED WORKERS INTERNATIONAL UNION
Charlevoix, Michigan 49720
Dear Mr. Oleksy:
The following understanding has been agreed to by the Company and the Local
Union:
PROCEDURE FOR OVERTIME-CHARGING OF REFUSAL
1. A weekly overtime list will be posted as a guide to equally divide
overtime in the respective job classifications.
2. Under normal circumstances all calls for callouts shall be verified
by a bargaining unit member.
3. Overtime will be charged as long as contact is made at the employees
home.
4. Refused overtime will be charged at 1 X's the time worked or paid,
whichever is greater. If an employee has no phone, he will be
charged as if refused. Grievance pay in regards to OT, foreman
working, etc., will be charged as overtime worked.
5. Refused overtime is not to be charged when an employee is on
vacation, on sick & accident, workmen's compensation, on funeral
leave, or leave of absence.
6. Overtime refused once in a 24-hour period does not mean the employee
has refused all overtime for that period. Contacts or callouts will
not be made in less than four (4) hour intervals.
7. When an employee returns to work after being off on S & A or
Workmen's Comp., he shall have his overtime brought up to one (1)
hour below the lowest man in the classification. Leave of absence,
etc.
Sincerely,
Peter H. Geis
Director of Labor Relations & E.E.O.
50
<PAGE> 51
April 23, 1979
Mr. Thomas Oleksy
President, Local D480
UNITED CEMENT, LIME, GYPSUM AND
ALLIED WORKERS INTERNATIONAL UNION
Charlevoix, Michigan 49720
Dear Mr. Oleksy:
OVERTIME DISTRIBUTION FOR REFRACTORY REPAIR
POLICY AND GUIDELINES
PLANED SHUTDOWN OF KILN
Overtime to be distributed first among the following classifications:
Control Operator
Process Repair - Mobile Equipment Oper.
Laboratory Technician
Those regularly scheduled to work will work overtime if required. Those
scheduled off, will remain off, unless additional help is needed, in which case
the man with the lowest number of overtime hours in the above classifications
will be called first.
UNPLANNED (EMERGENCY) SHUTDOWN FOR BRICK REPAIR
Overtime divided first among the following classifications:
Control Operator
Process Repair-Mobile Equip. Oper.
Laboratory Technician
1. No overtime will be created for the purpose of equalizing overtime.
2. Unless specific circumstances require that additional hours be
worked, four hours overtime in addition to the regularly scheduled
eight hours shall be considered maximum, as well as eight hours
overtime on an off day.
This shall not constitute a guarantee for those hours.
Sincerely,
Peter H. Geis
Director of Labor Relations & E.E.O.
51
<PAGE> 52
July 13, 1978
Mr. Thomas Oleksy
President, Local D480
UNITED CEMENT, LIME GYPSUM AND
ALLIED WORKERS INTERNATIONAL UNION
Charlevoix, Michigan 49720
Dear Mr. Oleksy:
The following understanding has been agreed to by the Company and the Local
Union.
FILLING VACANCIES ON SHIFT (applies to full 8 hour shift)
If low overtime individual in classification is on off day when vacancy occurs,
he will be offered the full 8 hour shift. If he refuses or if off individual
is not low overtime, then the shift will be split in 4 hour increments between
individuals on shift either side of the vacant shift.
No penalty payment is required if this procedure is not followed.
Sincerely,
Peter H. Geis
Director of Labor Relations & E.E.O.
52
<PAGE> 53
August 28, 1980
Mr. Thomas Oleksy
President, Local D480
UNITED CEMENT, LIME, GYPSUM AND
ALLIED WORKERS INTERNATIONAL UNION
Charlevoix, Michigan 49720
Dear Mr. Oleksy:
The following understanding has been agreed to by the Company and the Local
Union:
AGREEMENT CONCERNING DUTIES OF PROCESS REPAIR-MOBILE
EQUIP. OPERATOR
As part of their duties the Process Repair - Mobile Equipment Operators use
endloaders of 4 or more cubic yards capacity and other small mobile equipment.
The use of small endloaders is limited to the work necessary to provide access
to production machinery, the movement of materials necessary to keep production
machinery operating, and other uses related to their shift operations. Use of
small endloaders for general clean up and house keeping falls within the
Service Equipment Operators classification.
Operation of all other small equipment is limited to the use necessary to
perform their primary function of their job, i.e., such as the use of a fork
lift to handle brick.
Sincerely,
Peter H. Geis
Director of Labor Relations & E.E.O.
53
<PAGE> 54
September 4, 1980
Mr. Thomas Oleksy
President, Local D480
UNITED CEMENT, LIME, GYPSUM AND
ALLIED WORKERS INTERNATIONAL UNION
Charlevoix, Michigan 49720
Dear Mr. Oleksy:
The following understanding has been agreed to by the Company and the Local
Union.
This letter is written in conjunction with the combination of the PAR, PU, and
Endloader Operator jobs into one job title - Process Repair - Mobile Equipment
Operator.
The operation of the 50 ton quarry trucks by the Process Repair - Mobile
Equipment Operator will be limited to the handling of kiln dust. This includes
pugging, hauling and clean-up of this total area.
The scraper will be limited to Quarry Utility classification wherever it is
used.
The operation of endloaders involved in quarrying, stripping, road building and
land reclamation belongs to the quarry classifications.
Sincerely,
Peter H. Geis
Director of Labor Relations & E.E.O.
54
<PAGE> 55
11/21/78 (Revised as to Job Title 8/29/80)
Mr. Thomas Oleksy
President, Local D480
UNITED CEMENT, LIME, GYPSUM AND
ALLIED WORKERS INTERNATIONAL UNION
Charlevoix, Michigan 48720
Dear Mr. Oleksy:
The following understanding has been agreed to by the Company and the Local
Union:
MOBILE CRANE OPERATOR
The mobile crane (cherry picker) is operated by the repairmen, mechanics,
quarry utility, and Service Equipment Operator classifications.
Quarry Utility operation of the crane is limited to activities associated with
the quarry other than repair work.
When the crane is being used, and the repairman, mechanics or quarry utility
are working on overtime, and the overtime actually worked on the job exceeds 2
hours, the qualified Service Equipment Operators shall be offered the job of
operating the crane.
Operation of the crane, when not involved in the above procedures, shall be in
the Service Operators classification.
Sincerely,
Peter H. Geis
Director of Labor Relations & E.E.O.
55
<PAGE> 56
May 18, 1976
Mr. Thomas Oleksy
President, Local D480
UNITED CEMENT, LIME, GYPSUM AND
ALLIED WORKERS INTERNATIONAL UNION
Charlevoix, Michigan 49720
Dear Mr. Oleksy:
The following protection clause is still in effect:
"Employees who are classified as "day maintenance" personnel as of June 1,
1969, will not have their schedules changed to require them to work five (5)
days at straight time other than Monday through Friday, first shift, except
past practice in regard to a plant shutdown remains unchanged. The Company can
establish new jobs that historically have been "day maintenance" jobs, and
schedule these jobs to work days and shifts other than Monday through Friday,
first shift. However, the job held by an employee who is classified as "day
maintenance" as of June 1, 1969, cannot be eliminated until the job is vacated
by the employee.
Sincerely,
Peter H. Geis
Director of Labor Relation & E.E.O.
56
<PAGE> 57
May 18, 1979
Mr. Thomas Oleksy
President, Local D480
UNITED CEMENT, LIME GYPSUM AND
ALLIED WORKERS INTERNATIONAL UNION
Charlevoix, Michigan 49720
Dear Mr. Oleksy:
The following understanding has been agreed to by the Company and the Local
Union:
Floating holidays will be administered under the same guidelines as present
vacations. A senior employee may not bump a junior employee from his/her
selection once the selection has been approved.
Sincerely,
Peter H. Geis
Director of Labor Relations & E.E.O.
57
<PAGE> 58
March 28, 1980
Mr. August Clavier
UNITED CEMENT, LIME, GYPSUM AND
ALLIED WORKERS INTERNATIONAL UNION
Alpena, Michigan 49707
Dear Mr. Clavier
This letter is to confirm the Company's position and action taken by the
parties at our meeting with Local 480 at our Charlevoix Plant on March 25,
1980.
GRIEVANCES SCHEDULED FOR ARBITRATION
GRIEVANCE #47-78 - When the Company determines that it is necessary to require
an employee or employees in a classification to work overtime, it will go to
the qualified employee lowest in overtime in the classification who has not
voluntarily accepted that overtime, who is present in the plant. If sufficient
manning is not obtained at the Plant for the overtime required, the Company
will go to the employee lowest in overtime in the classification who is off, to
work the required overtime.
As circumstances permit, the Company will go outside the classification to
attempt to obtain another qualified employee before requiring an employee in
the classification to work overtime.
In the settlement of the grievance, the Company will reduce the three-day
disciplinary layoff to one day and the two applicable grievants will be paid
sixteen (16) hours at straight time.
Sincerely,
Peter H. Geis
Director of Labor Relations & E.E.O.
58
<PAGE> 59
November 4, 1981
Mr. Gary Loder, Recording Sec'y.
United Cement, Lime & Gypsum
Workers International
329 Meech Street
Charlevoix, Michigan 49720
Dear Gary:
Subject: Operating Shift Brkr. Overtime
Per our agreement at the Third Step meeting on 10-21-81 concerning Grievance
#59-81 and #66-81 the following:
The OPERATING SHIFT BREAKER will be included in both the Control Room Operator
classification and PREMO classification for overtime purposes. His overtime
total will be incorporated in both these classifications.
Very truly yours,
Ed Pierce
Production Supt.
EP:s
cc: T. Thimm
T. Curtis
P. Geis
K. Pack
W. Krueger
Shift Foreman
File
59
<PAGE> 60
MEMORANDUM OF UNDERSTANDING - 5/20/87
CHARLEVOIX PLANT
Should the Machinist classification be in a position where there is only one
person in the classification and he has not completed the Maintenance
Progression Program, and the Company determines another person should be added
to the classification, it will take the following steps:
1. It will post for a Machinist "A" and will review those who bid on the
job. If no one is qualified to fill the duties of a Machinist "A"
then,
2. The Company may hire a Machinist "A" to fill the position.
The parties recognize that this is an exception to the current terms of the
Maintenance Progression Agreement and is without precedence for any future
situations in any other classification covered by that Agreement.
For Local D480, Cement, Lime, Gypsum
and Allied Division (International
Brotherhood of Boilermakers, Iron
For the Medusa Cement Ship Builders) BLACKSMITHS,
Company (Division of FORGERS AND HELPERS (AFL-CIO)
Medusa Corporation AFL-CIO)
- ------------------------------ ------------------------------
60
<PAGE> 61
CHARLEVOIX PLANT
<TABLE>
<CAPTION>
SENIORITY
NAME DATE
<S> <C>
Michael Borths 6/12/66
Jim Zeitler 6/5/67
Drew Young, Jr. 6/12/67
John Bascom 7/24/67
Gary Loder 7/24/67
Dick Mitchell 7/24/67
Joseph McCann 7/25/67
Roger Kerr 7/31/67
Lenard Nelson 8/7/67
Gerald Bell 8/7/67
Harold Archey 8/28/67
Dennis Spence 9/5/67
Al Towsley 9/7/67
Richard Elzinga 9/10/67
Tony Resch 9/28/67
Tom Oleksy 12/4/67
Tracy Curtis 12/11/67
Stanley Johnston 5/27/68
Howard Herriman 7/22/68
John Borths 8/26/68
Gary Zipp 9/30/68
Richard Putman 6/2/69
Floyd Genia 2/11/70
Patrick Kerr 8/31/70
Paul Parrish 9/14/70
Gary Nelson 9/22/70
Robert Holtzman 9/24/70
Nathaniel Herriman 4/12/71
David Coen 6/17/71
Randall Williams 11/16/71
John Leadabrand 5/25/72
Tom Browe 7/10/73
Eugene Towsley 10/8/73
Kenneth Balch 11/19/73
Jeffrey Pines 11/19/73
Chester Drenth 1/2/74
William Novotny 1/2/74
Edmond Drew 3/12/75
Gary Field 8/18/75
Jerry Drost 1/6/76
Ray Dixon 2/9/76
Curtis Meixsell 9/14/76
Delbert Batdorff 8/22/77
Bruce Meggison 11/21/77
Ronald Celaschi 11/22/77
Glenn Alexander 2/12/79
James Parrish 2/19/79
Clyde Allison 2/19/79
Robert Wirgau 2/19/79
Gabriel Campbell 2/19/79
Michael Bales 5/7/79
Brian Price 5/8/79
Loren Purvis 5/8/79
Dan Gillespie 5/8/79
James Klooster 5/14/79
Bejamin Drost 7/23/79
Lindsay Thayer 7/23/79
Vernon Matthews 7/30/79
Mike Raecke 7/30/79
Robert Geer 9/17/79
Clinton Blanchard 9/17/79
Mary McDonough 9/17/79
Carol Hobbs 9/24/79
Nathan Himebauch 11/26/79
Nathan Klooster 11/26/79
Dennis Daly 12/10/79
William Webster 3/31/80
Daniel Hutterer 4/14/80
Steven Zwolanek 4/14/80
John Fritsch 4/14/80
Richard Seibert 5/15/80
Dennis Kohlbeck 6/23/80
George McClellan 9/8/80
Jesse Salinas 9/8/80
Walter Holm 9/8/80
Gerald Johnson 1/28/81
Henry Archey 1/28/81
Larry Swanson 2/11/81
Timothy Carey 2/26/81
Louis Raymond 4/22/85
David Storm 5/13/85
James Shooks 8/12/85
</TABLE>
1
<PAGE> 62
<TABLE>
<CAPTION>
SENIORITY
NAME DATE
<S> <C>
Gary Spencley 11/3/86
James Herriman 1/26/87
Bernie DeVries 2/23/87
Bruce Wood 9/21/87
Byron Ingalls 7/25/88
Richard Elzinga, Jr. 3/13/89
Cash Clark 12/20/89
John Coates 12/26/89
Dennis Dominic 2/25/91
Dennis Looze 2/25/91
Kevin Deming 2/25/91
Anthony Kleiber 5/28/91
Joe Left 4/27/92
Andrew Johnson 10/4/93
Michael Whitley 10/25/93
Gregg Swanson 4/24/94
Jeffrey Novotny 4/25/94
Tom Allen 3/6/95
Kevin Deschermeier 3/6/95
Larry Cross 3/13/95
John Peebles 10/9/95
Curtis Rhodes 10/9/95
Archie Cole 2/12/96
Tom Herriman 2/12/96
Matt Johnson 2/12/96
Julie Blanchard 3/11/96
Jeff Smith 11/18/96
Ryan Celaschi 11/18/96
Jason Parrish 11/3/97
Randy Zipp 11/3/97
Pat Martin 1/26/98
Maryanne Pfister 2/16/98
Michael Anderson 6/11/98
</TABLE>
2
<PAGE> 1
EXHIBIT 99.4
AGREEMENT
between
SOUTHDOWN, INC.
and
INTERNATIONAL BROTHERHOOD
OF BOILERMAKERS,
CEMENT, LIME, GYPSUM AND
ALLIED WORKERS DIVISION
LOCAL LODGE D-357
Effective
March 1, 1998
through
February 28, 2003
<PAGE> 2
AGREEMENT INDEX
<TABLE>
<S> <C>
AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
PREAMBLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 1 - PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 2 - RECOGNITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 3 - EMPLOYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 4 - MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE 5 - UNION ACTIVITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE 6 - SENIORITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE 7 - WORKFORCE CHANGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE 8 - PROMOTIONS AND TRANSFERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE 9 - HOURS AND WORK SCHEDULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE 10 - OVERTIME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE 11 - WAGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE 12 - HOLIDAYS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE 13 - VACATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE 14 - JURY DUTY - WITNESS PAY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE 15 - FUNERAL LEAVE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE 16 - MILITARY RESERVE SUMMER CAMP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
ARTICLE 17 - SAFETY AND HEALTH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
ARTICLE 18 - LEAVES OF ABSENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
ARTICLE 19 - INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
ARTICLE 20 - INCAPACITATED EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
ARTICLE 21 - FURNISHING OF TOOLS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
ARTICLE 22 - COPIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
ARTICLE 23 - GRIEVANCE PROCEDURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
ARTICLE 24 - STRIKES AND LOCKOUTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
ARTICLE 25 - LEGISLATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
ARTICLE 26 - OVERTIME LUNCH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
ARTICLE 27 - DUES CHECK-OFF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
ARTICLE 28 - SCOPE OF AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
ARTICLE 29 - PAST PRACTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
ARTICLE 30 - SKILLS TRAINING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
ARTICLE 31 - TERMS OF AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SCHEDULE AWAGE GROUP TRAINING REQUIREMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SCHEDULE BWAGE RATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
</TABLE>
<PAGE> 4
AGREEMENT
This Agreement, dated March 1, 1998 is made by and between SOUTHDOWN,
INC. and the INTERNATIONAL BROTHERHOOD OF BOILERMAKERS, CEMENT, LIME,
GYPSUM, AND ALLIED WORKERS DIVISION, LOCAL LODGE NO. D357, referred to
respectively as the "Company" and the "Union."
PREAMBLE
Both the Union and the Company agree that the successful operation of
the Plant is in the best interests of the Union, its membership, the
Company and the Committee at large. And the best way to insure a
successful operation is to utilize a cooperative approach to problem
solving that utilizes input from all interested parties and
communicate the results of decisions, and the basis for them, to those
affected. While a cooperative approach does not specify current or
future action, it requires a commitment to communication,
understanding and the future that both the Union and the Company are
willing to make.
In an effort to promote communication and understanding, a monthly
meeting will be held between Union leadership and Plant management to
discuss non-contractual issues regarding the present and future
operation of the Plant, such as expected production and profitability,
potential changes in working conditions and potential sources of
improvement. Items specifically not to be discussed include
grievances and contractual disputes.
ARTICLE 1 - PURPOSE
1.1 It is the object of the parties to this Agreement to protect
the best interests of the employees and of the Company and to
abide by this Agreement.
ARTICLE 2 - RECOGNITION
2.1 Pursuant to and in conformity with the National Labor
Relations Act, as amended, and the certification by the
National Labor Relations Board, dated January 20, 1956, the
Company recognizes the Union as the exclusive bargaining
agency for all production and maintenance employees at the
Company's plant, Atlas storage facilities, and quarries
located at Fairborn, and Xenia, Ohio, but excluding all Office
Clerical Employees, Guards, Professional Employees, and
Supervisors as defined in the Act.
ARTICLE 3 - EMPLOYMENT
3.1 (1) The Company shall not discriminate against any employee
because of membership in or activity in behalf of the
Union.
1
<PAGE> 5
(2) The Company agrees that 90 consecutive calendar days from
the last date of hire or rehire (but not less than 60 days
during each of which work was actually performed) each
permanent employee shall have made application for
membership in the Union as a condition of continued
employment, subject to applicable law.
3.2 All provisions of this agreement shall be applied to all
employees without regard to race, color, sex, religion, creed,
age, national status or veteran status. The Company and the
Union will comply with all federal and state laws concerning
the rights of workers including the Americans with
Disabilities Act and the Family and Medical Leave Act.
3.3 (1) a. All production and maintenance work customarily
performed by the Company in its own plant, Atlas
storage facilities, and quarries with its own
employees shall continue to be performed by the
Company with its own employees as long as, in the
opinion of management, the Company has facilities and
equipment and available trained personnel to
economically and efficiently perform the work
required, within the time limits within which work
must be performed.
b. The Company agrees to notify the Local Union in
writing with a copy to the International
Representative who serves the Local Union at least
fourteen (14) days in advance of the date the Company
expects to begin work utilizing any subcontractors
(if such notice is reasonably possible) and to meet
with the Union upon request by the Union for
explanation of the reasons (the Company does not have
the facilities and/or equipment and/or available
trained personnel to economically and efficiently
perform the work required within the time limits
within which work must be performed in the opinion of
management) causing the Company to decide to contract
out any production and/or maintenance work. It is
understood that the Company will take into
consideration any facts or recommendations brought to
its attention with regard to the Company's decision
to subcontract production and/or maintenance work
normally performed by bargaining unit employees and
will consider utilizing plant resources, equipment
and trained personnel; it is further agreed that
after following the above procedure it will be the
Company's decision in deciding whether or not to
subcontract.
(2) Section 3.3 (1) above does not apply to new construction
or major modification work or to the outsourcing of
cement, clinker, and raw materials. It is hereby agreed
that the Company may, in its exclusive judgment,
subcontract any work in connection with or related to new
construction or major modification.
3.4 It is understood and agreed that during the normal course of
operations it may be necessary for non-bargaining unit
employees to perform some bargaining unit work from time to
time. Such work will include corrective action; instruction or
training
2
<PAGE> 6
of employees; demonstration; inspection or testing of
equipment; work of an emergency nature; and development work
for new processes and/or procedures.
ARTICLE 4 - MANAGEMENT
4.1 The Union recognizes that the management of the plant, the
direction of the working forces, including the right to hire,
discipline for just cause, the right to make and change and
enforce (after posting) rules for the maintenance of
discipline and safety; the exclusive rights to determine
partial or permanent discontinuance or shutdown of operations
(the Company's only obligation when exercising this right is
to bargain with the Union over the effects of that decision);
the right to promote, or transfer employees; the right to
transfer and relieve employees from duty because of lack of
work or other legitimate reason, and the right to establish
and change the working schedules and duties of employees are
vested in the Company, except as otherwise provided in the
Agreement. The listing of specific rights in this Agreement
is not intended to be nor shall be considered restrictive of
or a waiver of any of the rights of management not listed and
not specifically surrendered herein, whether or not such
rights have been exercised by the Company in the past.
ARTICLE 5 - UNION ACTIVITY
5.1 The Union Grievance Committee representing the employees in
matters other than negotiations and consisting of not more
than three (3) employees and the recording secretary shall
meet with the Company once a month on specified days, except
by mutual agreement a meeting may be postponed or canceled.
Provided, however, that matters pertaining to discharges or
other matters that cannot be reasonably delayed until the time
of the next regular meeting may be presented at any time by
mutual agreement. The normal meeting day for the monthly
meeting shall be the third Thursday of each month. Should
such day be unavailable for either party at any particular
meeting, sufficient notice shall be given to the other party
and arrangements made for later meeting.
5.2 Insofar as practical, meetings will be conveniently scheduled
so as to complete all business within the normal working day
for day employees. Any employee who is scheduled to work
during the hours the meeting is held and who attends the
meeting will be compensated only by multiplying his regular
classified hourly wage rate by the straight time hours he
attends the meeting.
5.3 When a meeting is scheduled at which a representative of the
International Union or a representative of the Company from
Corporate Headquarters will attend, any member of the
committee who is scheduled to work the third shift immediately
preceding the meeting will be excused from working the third
shift and will be compensated by multiplying eight (8) hours
at his regular classified hourly wage rate plus shift
differential if the employee has attended the meeting.
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<PAGE> 7
5.4 Any member of the committee who is scheduled to work the
second shift immediately following the meeting will be excused
from working the second shift if the employee has attended the
meeting for six (6) hours. In the event the employee is
excused from working the second shift, he will be compensated
by multiplying eight (8) hours at his regular classified
hourly wage rate plus shift differential.
5.5 Any employee who is receiving sickness and accident benefits,
or Workers' Compensation Benefits for the day of the meeting
or who is absent due to disciplinary layoff shall not receive
any compensation under this article.
5.6 Two members of the negotiating committee will be paid for
actual straight time spent in attendance at negotiating
meetings with the Fairborn plant not to exceed eight (8) hours
pay at any meeting. The Union Negotiating Committee
representing the employees in negotiations shall consist of
not more than four (4) employees which shall include local
Union officers.
5.7 Where possible, a member of the Grievance Committee shall be
notified before any employee is suspended from work. If a
member of the Grievance Committee is not notified prior to
suspension, he shall be notified as soon as practical
thereafter.
5.8 The Company and the Union Grievance Committee shall meet prior
to a discharge of an employee to review the facts of the case.
5.9 (1) Where there is a discussion between an hourly employee and
a supervisor that is intended as a disciplinary measure
resulting in written warning, the employee may request
that a grievance committeeman, job steward or other
designated employee be present.
(2) It shall be the responsibility of the Union to appoint and
have available on each shift a committeeman, job steward
or other employee designated for purposes of this Section
who shall be identified to the Company in writing.
(3) It is not the intent of this Section to expand the total
number of committeemen as provided for in Article 5.1.
5.10 Union activities shall not be conducted during working hours,
except that, with the consent of the Company, a member or
members of the Union Grievance Committee may try to adjust an
existing problem between the Union and the Company. There
shall be one (1) steward on each rotating shift who may, in
the absence of a committee member, try to adjust an existing
problem. Such consent will not be unreasonably withheld or
delayed. Local Union officers and stewards off duty and
representatives of the International Union shall, upon
permission from the Company, be permitted on the Company's
premises to investigate grievances. Such permission shall
come from the Plant Manager or his designee and will not be
unreasonably withheld or delayed.
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<PAGE> 8
5.11 An International Representative, upon permission from the
Plant Manager or his designee, may be present at any of the
above-mentioned meetings.
ARTICLE 6 - SENIORITY
6.1 The following factors shall apply in the awarding of all jobs:
a. For Wage Group Position 7
Qualifications of the applicant which shall include:
ability to perform the work, aptitude as determined by the
applicant achieving a minimum correct score of 70% on the
mechanical aptitude test published by the Psychological
Corporation, where testing is required as identified in
the Schedule A Wage Group Training requirements, skills,
Fairborn plant experience, other work experience, training
for the job and attendance.
b. For Wage Group Positions 6 and below
Selection will be based upon seniority, providing the
employee is eligible for consideration based on all other
requirements of this Article.
6.2 The selected bidder, provided he is capable of performing the
essential job functions, will be allowed to demonstrate his
abilities to perform as required. It must be reasonable to
assume that such employee will be capable of performing and
learning the duties of such job. Employees who have been
disqualified in the past for failing to demonstrate the
capability of performing and learning the duties of a new job
may be prevented from being selected for a higher rated job
bid award. The employee selected shall be given a fair trial
period as determined by the Company. The Company will provide
periodic written performance evaluations until the employee is
either qualified or disqualified. If after a fair trial
period, in the judgement of the Company, the employee fails to
qualify, he shall be returned to his former position and the
next bidder be given consideration. Employees who receive
repeated disciplinary tickets, relevant to job performance in
the twelve (12) months prior to bidding the job, will not be
given consideration for advancement to Wage Group 4 and above
or to the Entry Level Training Program. However, if in the
judgement of the Company, due to unforeseen circumstances
there are no qualified bidders for Wage Groups 6 and 7, the
Company may fill Wage Groups 6 and 7 from any source.
6.3 (1) As to employees on the payroll when this Agreement becomes
effective, seniority is defined as the length of
continuous service with the Company. Seniority rights,
once established, start from the last date of hire;
provided, however, that an employee shall not have any
seniority rights until after ninety (90) consecutive
calendar days (60 work days) following his last date of
hire by the Company. Such employee shall not have
recourse to the grievance procedure of this Agreement and
may be laid off or discharged as exclusively determined by
the Company.
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<PAGE> 9
(2) Probationary or temporary employees do not qualify for
group medical/dental benefits.
(3) Temporary employees may be employed between May 1 and
October 1. This time period may be extended by mutual
agreement. They will not be subject to the 90 day
probationary requirements but will be treated as
probationary employees and may be terminated for any
reason during their entire period of employment.
Temporary employees may not be employed if there are
permanent bargaining unit employees with recall rights on
layoff.
6.4 An employee's employment shall be terminated and the
employee's seniority shall be lost by:
(1) discharge for cause;
(2) voluntary quit;
(3) failure to notify the Company of the employee's
intention to return to work after layoff within three
(3) working days, and to actually report to work
within seven (7) working days (unless the latter
period is extended in writing by the Company) after
he has been notified by certified mail at his last
address appearing on the Company's records to report
to work;
(4) voluntarily retire;
(5) absent for seventy-two (72) or more consecutive hours
without notifying his foreman or obtaining the
approval of such absence. This employee(s) will be
viewed as a voluntary quit unless the employee's
physical condition prevents proper notification.
(6) failure to return from a medical leave of absence
(occupational or non-occupational) after a period of
twenty-four (24) consecutive months.
(7) failure to return from layoff after a period of three
(3) consecutive years.
6.5 During a continuous period of absence, an employee absent due
to layoff shall retain recall rights for a period not to
exceed three (3) years. Employees will accrue seniority equal
to their years of service or three (3) years, whichever is
less.
6.6 When a vacancy occurs for which a laid off employee is
qualified, he will be given certified mail notice of recall at
his last address as shown on Company records. The employee
must notify the Company of the employee's intention to return
to work within three (3) working days and must report to work
within seven (7) working days (unless the latter period is
extended in writing by the Company) after he has been notified
by certified mail. If the employee is reinstated, he shall be
credited with seniority as prescribed above; if the employee
does not respond or refuses the recall, it shall be viewed as
a voluntary quit and he will forfeit all seniority and the
Company may fill the vacancy with a new employee.
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<PAGE> 10
6.7 (1) An employee on continuous absence due to disability shall
accrue seniority for a period not to exceed twenty-four
(24) months. Should such an employee be declared totally
and permanently disabled prior to twenty-four (24) months,
such employee's name shall be removed from the payroll and
a certified mail notice to this effect will be sent to his
last address as shown on Company records.
(2) An employee returning from medical leave who is physically
able to return to work will return to his former position
or be allowed to bump to any job for which he is
physically capable of performing. Qualification will be
handled as in the normal bidding procedure.
6.8 Should an employee in the bargaining unit be promoted to a
supervisory position outside the coverage of this Agreement
and later after promotion be demoted, his seniority will be
reinstated in the amount he had when promoted. Any employee
promoted to a supervisory position after March 1, 1994 may
only be permitted to return to the bargaining unit within one
(1) year of the promotion.
6.9 Seniority lists agreed to by and between the Company and the
Union shall be posted on the bulletin board as of May 1 and
November 1 of each year. Corrections shall be made in the
seniority lists when it is proven an employee is placed in the
wrong position on said list, but all requests for corrections
must be made within thirty (30) calendar days from date of
posting or the list shall be valid as posted.
6.10 When the Company declares that a full time shift exists, where
possible, employees in the classification affected may
exercise their seniority to choose that full time shift. An
employee may exercise his seniority no more than twice per
calendar year for shift selection.
6.11 Senior employees in the labor force shall be given preference
to filling any temporary job with a higher wage rate.
However, the Company has the right to fill such temporary job
with another senior qualified laborer, if such employee became
qualified in the position in question while he was the senior
laborer, or under the bid system. If no one in the labor
force is qualified, the most senior laborer will be trained
for the job.
ARTICLE 7 - WORKFORCE CHANGES
7.1 Should the Company reduce the workforce due to layoff or any
other reason, the Company will give the Union reasonable
advance notice of same and, upon request by the Union,
promptly meet to review and explain such reductions.
7.2 (1) If the Company determines that the number of employees in
any job classification(s) are to be reduced or eliminated,
the decision as to which employee or employees are to be
removed from a job classification, shall be made by
seniority. However, in classifications in Wage Groups 6
and 7 and in positions with training programs, the Company
may have to deviate from
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<PAGE> 11
seniority to retain needed skills to ensure efficient
operations.
(2) Any employee so removed from a job classification in
accordance with paragraph 7.2 (1) above, may exercise his
seniority to move into any other job classification for
which he is qualified. Consequently, if this procedure
results in the Company declaring that the number of
employees in the job classification to which the employee
has transferred must be reduced, the same procedure shall
be utilized. Any subsequent transfers as a result of the
above procedure will result with the least senior employee
or group of employees being laid off.
(3) "Qualified" for purposes of this paragraph 7.2 (2) shall
mean that an employee must be able to perform all duties
connected with the job classification within ten (10)
working days. It is further understood that the Company
shall allow the employee to demonstrate his abilities to
perform as required. It must be reasonable to assume that
such employee will be capable of performing the duties of
such job. For positions in Wage Groups 6 and 7, an
employee wishing to exercise seniority must have been
assigned to the position before, been fully qualified, and
left that job in good standing.
(4) Employees will be recalled in the reverse order that they
were laid off.
7.3 In the event the Company declares a temporary reduction in the
workforce due to a curtailment or shutdown because of business
or any other conditions, employees retained to perform
necessary work shall be selected on the following basis:
(1) Senior employees, whose regular jobs are not required,
shall have the option of accepting available work for
which they are qualified or accepting layoff, except that,
(2) The Company has the right to require that senior employees
work during the shutdown if there are not junior employees
with the necessary qualifications to perform the required
work.
(3) "Qualified" for purposes of paragraph 7.3 (1) shall mean
that an employee must be able to perform all duties
connected with the job classification without any training
and within five (5) working days.
7.4 The Company's decision concerning qualification as used in
this Article is subject to the grievance procedure.
7.5 Should the Company permanently shut down the present
facilities affording employment to the employees comprising
the bargaining unit (the present facilities shall be deemed to
have been permanently shut down if all productive facilities
are abandoned even though shipping facilities continue to
operate) the Company shall mail a notice informing each
affected employee that his employment with the Company has
been terminated because of permanent shutdown. The notice
shall be given in accordance with applicable federal law.
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<PAGE> 12
7.6 New bargaining unit jobs, or bargaining unit jobs that have
experienced significant changes in duties, equipment, or
requirements will be discussed in the monthly Labor-Management
meeting.
ARTICLE 8 - PROMOTIONS AND TRANSFERS
8.1 When the Company determines a vacancy exists, other than a
minimum pay job, the Company will post a notice of such fact,
such notice to remain posted for a period of at least
seventy-two (72) consecutive hours, not including Saturdays,
Sundays, or holidays. This notice shall state rates of pay,
hours, and job requirements. Employees who wish the job shall
be considered in the manner provided herein in Article 6.1 and
6.2 and the successful applicant's name will be posted within
seven (7) days after the bids are opened, except where testing
is required. No job bids may be withdrawn by an employee once
the job is awarded. Said delay will not exceed fifteen (15)
days, unless additional time is agreed to between the Union
and Company. The successful bidder will be placed on the job
within as reasonable a time as possible from the date of
posting award but will continue to receive his previously
established rate until the Company determines he is qualified
to perform the bid job. In the event of the successful
applicant's failure to qualify in the opinion of the Company,
then it is understood that said employee is to be restored to
his former position and standing. Employees will submit their
bid to their supervisor and will be given a receipt for the
bid.
8.2 Laborers who are assigned to fill a job vacancy, as a result
of no one being awarded the job through the bidding procedure,
are entitled to return to laborer when there is an employee
with less seniority who is a permanent laborer. The Company
will not require any employee other than a laborer to fill, on
a permanent basis, a job vacancy of a different classification
than his own which is not filled through the bidding
procedure. This Section does not preclude the Company from
hiring new employees to fill such a job vacancy, nor does it
affect the Company's right to temporarily assign any employee
to such a job vacancy.
8.3 If within twenty-four (24) months following his assignment to
a new job under this procedure, an employee applies for
another new job of equal or lower classification, the Company
may, at its discretion, disregard such application. This
provision does not apply to employees successfully bidding
into the Entry Level Training Program.
8.4 Temporary Reassignment. An employee who is temporarily
assigned by his supervisor to perform work of a higher paid
job classification will be paid the rate of such higher job
classification for time actually worked. An employee
temporarily assigned by his supervisor to perform work in an
equal or lower paid classification will be paid the base
hourly wage rate of his permanent classification.
8.5 In no event shall the Company be requested or required to post
any job temporarily vacated by reason of vacations, illness,
or injury. The Company, at its discretion,
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<PAGE> 13
may create temporary jobs not to exceed one hundred twenty
(120) work days. Successful bidders bidding down on such
temporary jobs will be placed in labor classification upon
completion of the job. Should the Company determine that any
temporary job becomes permanent, the Company shall post the
job as provided in Article 8.1. Such 120 day limitation shall
not apply to temporary jobs posted for reason of filling
vacancies caused by illness or injury to an employee.
ARTICLE 9 - HOURS AND WORK SCHEDULES
9.1 The work week of each employee shall start at 7:30 a.m. on
Sunday morning. A work day shall be the twenty-four (24) hour
period commencing at 7:30 a.m. each day.
9.2 Each employee shall perform work assigned to him by the
Company, and no employee shall absent himself from his work
without consent of the Company. Consent will be given by the
Company for a reasonable excuse.
9.3 Nothing in this Agreement shall be construed as a guarantee of
hours of work per day or per week, or of days of work per
week.
9.4 Work schedules for each work week will be posted by Friday of
the previous week prior to the end of the first shift only if
there is a change in hours, shift or days scheduled from the
previously posted schedule. It is the employee's
responsibility to check his schedule. If an employee's work
schedule is changed after the end of the first shift of the
preceding Friday, he shall be compensated with a thirty-five
dollars ($35.00) premium for the first eight hours worked in
his new schedule and the premium shall be paid in addition to
whatever compensation the employee is otherwise entitled to
receive under any other section of this Agreement unless the
reason for the change was outside the Company's control such
as fire, flood, storm, or another act of God. Every reasonable
effort will be made to notify employees in advance of their
reporting for work.
9.5 Unless a regular employee shall be specifically instructed not
to report to work at least twelve (12) hours before the
starting time of his regular assigned shift, he shall be
considered as having been ordered to report, and shall be
given a minimum of four (4) hours' work, excepting when causes
beyond the control of the Company make it impossible to give
the required notice, in which case no minimum hours of work
shall be given. Notices referred to in this paragraph shall
be deemed to have been given when a reasonable effort has been
made by the Company to give such notice orally or in writing
to such employee.
9.6 In the event an employee commences work on his shift and work
ceases during his shift for any reason and there is no other
available work for him, he shall be paid a minimum of eight
(8) hours, except when causes beyond the control of the
Company make it impossible, in which case no minimum hours of
work shall be given.
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9.7 Work performed by reason of changes of schedules or
reassignment of employees, as herein above provided, shall not
be construed as constituting work in excess of regular
scheduled working time.
9.8 One-half (1/2) hour at time and one-half shall be paid for
any scheduled lunch period interrupted by a work assignment,
and either prior to or subsequent to the regular lunch period,
reasonable time for lunch shall be granted with pay for same
at the employee's regular rate.
9.9 It is agreed that the Company's right to a seven (7) day per
week continuous operation is in no way affected.
9.10 Any employee detained from work on account of sickness or
other good reason shall notify either the plant personnel
office or his foreman in accordance with the Company's A & T
Policy. When an employee has been absent from his job for
good cause, he must notify the plant personnel office or his
foreman of his intentions to report back for work before the
end of the last shift he would have worked had he not been
absent. If an employee fails to give the above notice, the
Company will not be obligated to provide work nor minimum pay
for him.
9.11 Whenever a layoff is planned because of a change or reduction
in plant production requirements, the Company will, not less
than five (5) calendar days prior to the effective date of the
layoff, post a bulletin stating the expected extent of such
layoff and the expected effect on the work force. In the
event the required notice is not given in accordance with the
above, the Company will pay the laid off employee(s) the
scheduled time lost at the applicable straight time shift rate
up to five (5) days pay. The five (5) calendar days period
shall commence on the day following the posting of the notice.
The foregoing does not apply to disciplinary layoffs and
layoffs because of curtailment made necessary by disaster or
emergency conditions affecting the ability of the Company to
physically operate the Plant.
ARTICLE 10 - OVERTIME
10.1 It is recognized that overtime work is necessary and essential
in the Company's operation. An employee may request relief
from scheduled overtime by advising his foreman of his request
not later than twenty four (24) hours prior to the start of
the overtime assignment. If the required work cannot be
performed by voluntary overtime, the employee lowest in
seniority in the required classification shall be assigned the
overtime work. If overtime becomes excessive in any given
classification, it will be discussed in Labor-Management
meetings.
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<PAGE> 15
10.2 Overtime rates shall be as follows:
<TABLE>
<CAPTION>
SCHEDULED RATES CALLOUT RATES
--------------- -------------
<S> <C> <C> <C> <C>
(1) Regular Day/Week
Over 8 hrs/40 hrs 1 1/2x 1 1/2x
Over 12 hrs/Day 2 x 2 x
12 hrs Overlap/Shift 2 x 2 x
(2) 6th Day/Scheduled Off-Day
1st 12 hrs 1 1/2x 1 1/2x
Over 12 hrs 2 x 2 x
(3) 7th Day Worked
1st 12 hrs 2 x 2 x
Over 12 hrs 2 1/2x 2 1/2x
(4) Sundays Worked *
1st 8 hrs 1 1/2x 2 x
Over 8 hrs 1 1/2x 2 x
Over 12 hrs 2 x 2 1/2x
(5) Holidays
1st 8 hrs ** 1 1/2x 2 x
Over 8 hrs 1 1/2x 2 x
Over 12 hrs 2 x 2 1/2x
</TABLE>
NOTES
*If an employee is scheduled to work on Sunday, (the twenty-four (24)
hour period from 7:30 a.m. on Sunday to 7:30 a.m. Monday), the
employee shall be compensated at one and one half (1 1/2) times his
straight time hourly rate.
**Plus eight (8) hours holiday pay if eligible.
10.3 In the event an employee works more than twelve (12) hours in
his work day, and is being paid at the rate of double time,
his rate of pay shall not be reduced when his work continues
into, or overlaps his regular shift. However, the Company may
exercise the following option:
(1) Send the employee home at any time during the shift,
provided the remainder of the shift is paid for at
straight time. Such employee cannot be called back to
work until he has been off duty for eight (8) consecutive
hours. Time paid for under this provision shall be
counted as time worked for the purpose of equalization of
overtime only.
10.4 Callouts
(1) If an employee is called out after his regular shift and
after leaving the plant, or on off days, he shall be paid
a minimum of four (4) hours pay at the applicable callout
rate.
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(2) It is understood that if an employee is called back to
work, he may be required to perform any duties related to
his classification in connection with breakdowns or
emergency situations in addition to the duties for which
he was called out. If such employee is notified twelve
(12) hours or more in advance of his shift, the four (4)
hour minimum will not apply.
(3) If an employee is called out before his scheduled shift,
and he works over into his scheduled shift, he shall
receive the applicable callout rate until the expiration
of the four hour call-out guarantee, and then shall
receive the applicable straight time rate for the
remainder of his scheduled shift.
10.5 Overtime Rules
(1) There shall be no pyramiding or duplication of overtime or
premium pay.
(2) Employees who work in excess of their regular scheduled
working time shall not be sent home to equalize such
overtime.
(3) Employees who work more than 15 minutes past the end of
their regularly scheduled shift in any one day, will be
paid for one (1) hour at the applicable rate. Time worked
over one (1) hour will be paid in 15 minute increments.
(4) The Company agrees that, over each calendar year, it will
make a reasonable attempt to allocate overtime equally
among employees within the same classification within
which the overtime occurs. Overtime lists will be posted
monthly. An employee working on a job shall be given
first consideration if any overtime is needed to finish
the job.
(5) If an employee is asked to work overtime and he does not
so work, he shall be charged on the overtime chart for the
amount of hours worked on that job by the employee who
accepted the overtime.
(6) An employee shall be eligible for seventh (7th) day worked
overtime rates only if such employee has worked and
completed the sixth (6th) day in a work week. An employee
who is absent a full shift or less without being excused
during his regular work week will not be eligible for
seventh (7th) day overtime rates and will not be eligible
for sixth (6th) day overtime rates until such employee has
worked forty (40) regular hours.
(7) When overtime is available within a classification,
everyone in that classification should be called prior to
offering the overtime to anyone outside the
classification.
10.6 If a holiday falls on an employee's normally scheduled work
day, it shall be counted as a day worked toward the
calculation of overtime.
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<PAGE> 17
ARTICLE 11 - WAGES
11.1 It is agreed that for the duration of this Agreement, the wage
groups and the rates of pay shall be those set in Schedule "A"
and "B" attached hereto.
11.2 All regularly scheduled work beginning between the hours of
5:00 a.m. to 10:00 a.m. will be considered as day shift work.
11.3 All regularly scheduled and/or consecutive work beginning
after 3:00 p.m. and before 1:00 a.m. will be considered as
night shift work.
11.4 Each employee regularly scheduled to work the night shift
shall be paid a premium of fifty-five cents for all hours
worked by that employee on that work day. This premium rate
does not apply to day workers even though they may work over
into the night shift. However, if a day shift worker is
scheduled to take the place of a regularly scheduled shift
worker, then the premium rate applies.
11.5 Employees who begin their normal shift outside the hours
designated in 11.2 or 11.3 will be paid the night shift
premium for hours actually worked after 3:00 p.m. and before
5:00 a.m.
11.6 Group Leader: Group leaders are responsible to assist the
Company. The Company will determine when the need for a group
leader exists. Group leader positions will be filled through
the job bidding procedure. Employees assigned as group
leaders shall receive a premium of $1.50 per hour over Wage
Group Seven.
ARTICLE 12 - HOLIDAYS
12.1 (1) The following eleven (11) days shall be considered
holidays:
New Year's Day Thanksgiving Day
Good Friday Day after Thanksgiving
Memorial Day Christmas Eve
Independence Day Christmas Day
Labor Day President's Day
New Year's Eve
(2) If any of these holidays fall on Sunday, the following
Monday shall be considered the holiday. When Christmas
Day or New Year's Day fall on a Sunday or Monday, the
Christmas Eve and New Year's Eve holiday will be
celebrated on the Saturday preceding Christmas Day or New
Year's Day. For the purposes of this Article, a holiday
shall be defined as a twenty-four (24) hour period
beginning at the start of the regular scheduled day shift
on the holiday.
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<PAGE> 18
12.2 Employees who do not work on the holidays specified herein
shall receive as holiday pay, eight (8) hours pay at their
regular straight time hourly rate, exclusive of shift
differentials, provided they meet all of the following
conditions:
(1) Probationary or temporary employees do not qualify for
holiday pay.
(2) The employee shall have worked his last scheduled working
day prior to and his next scheduled working day after such
holiday unless excused.
(3) In no event shall a holiday be paid for unless an employee
has also worked during the thirty (30) day period
immediately preceding or immediately following the holiday
except that the thirty (30) day limitation shall not apply
if the employee was temporarily absent from work because
of sickness or accident.
12.3 Employees scheduled or notified to work on a holiday, but
failing to report for and perform such work, unless excused by
the Company, shall not be entitled to any holiday pay.
12.4 If a holiday occurs during an employee's vacation, he shall
receive eight (8) hours pay at the straight time rate of his
permanently assigned classification, in addition to vacation
pay.
12.5 If an employee is scheduled to work on a holiday, but then is
instructed by the Company not to work without seventy-two (72)
hours notice, he shall receive for that holiday eight (8)
hours pay at two (2) times his regular straight time hourly
rate.
12.6 The phrase "straight time hourly wage rate" as used solely in
this Article, shall mean the higher of either the employee's
regular straight time hourly wage rate or the highest straight
time hourly wage rate for a job on which the employee works at
least eight (8) consecutive hours in the workweek in which the
holiday falls provided that the hours worked are on the day
before or the day after the holiday whether previously
scheduled or not.
ARTICLE 13 - VACATIONS
13.1 An employee will be eligible for vacation as follows:
(1) For an employee who has been in the continuous service of
the Company for more than one (1) year, the length of
vacation shall be two (2) weeks.
(2) For an employee who has been in the continuous service of
the Company for more than eight (8) years, the length of
vacation shall be three (3) weeks.
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<PAGE> 19
(3) For an employee who has been in the continuous service of
the Company for more than fifteen (15) years, the length
of vacation shall be four (4) weeks.
(4) For an employee who has been in the continuous service of
the Company for more than twenty-five (25) years, the
length of vacation shall be five (5) weeks.
13.2 Vacation pay shall include appropriate shift differential for
those on fixed shifts. Employees working on rotating shifts
shall be paid an average of the rates for the rotating shifts
involved.
13.3 Vacation pay shall be computed by multiplying the number of
hours in the regularly scheduled workweek by the straight time
hourly rate of pay, but shall in no event be more than
forty-eight (48) or less than forty (40) hours pay subject to
the provisions listed in 13.5 and 13.6 below. Vacation pay
will be computed at the rate for the permanently assigned
classification on which an employee is working at the time he
takes his vacation; however, if the employee has held a single
higher rated classification for more than six (6) months
during the year preceding his vacation, he will receive
vacation pay computed at the higher rate.
13.4 Employees shall be eligible for their full appropriate
vacation as of January 1, if they have been in the continuous
service of the Company and have worked 1200 hours or more
during the previous calendar year. Employees who have worked
less than 1200 hours during the previous calendar year shall
have their vacation computed on the basis of 1/12 for each 100
hours worked. An employee shall be considered as having
worked for the purpose of vacation eligibility on the basis of
an eight (8) hour day and a forty (40) hour week during
absence from work because of illness or injury for a period
not to exceed 400 hours.
13.5 An employee who qualified for a vacation and who leaves the
employ of the Company for any of the reasons hereinafter set
forth shall receive vacation pay for the unused and pro rata
portion of his vacation:
(1) Retirement
(2) Lay off
(3) Illness
(4) Voluntary quit with two (2) weeks notice to the Company
(5) In the event of the employee's death to his surviving
spouse or to the estate
13.6 An employee who voluntarily quits without two (2) weeks notice
to the Company or who is discharged will not receive vacation
pay for the unused portion of his vacation.
13.7 Any pro rata vacation shall be computed as outlined in Section
13.4 of this Article.
13.8 Vacations may be taken at any time at the employee's
convenience, provided ample notice is given the Company and
provided previous arrangements with the Company
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<PAGE> 20
have been made and approved. Vacation requests must be made
by January 15. Where requested vacation periods conflict,
seniority will have preference. Such seniority can only be
used once prior to February 1, when the schedule is posted.
Vacation periods not scheduled prior to February 1, may be
scheduled on a first come, first serve basis until April 1.
After April 1, vacations may be scheduled whenever they do not
cause scheduling or operational problems. Vacations shall
include (without pay) regular days off prior, and subsequent
to the paid days of the vacation periods. No employee may take
more than two (2) consecutive weeks vacation during the months
of June, July and August.
13.9 Vacations must be taken during the calendar year. Employees
entitled to vacations shall be permitted to take such
vacations in separate periods of not less than five (5)
consecutive workdays each. However, one (1) week of vacation
can be used one day at a time provided:
1) The employee makes a request at least seventy-two (72)
hours in advance, and;
2) The request is granted by the Company,
3) Employees may use the days vacation to cover an illness or
injury provided the Company is notified as soon as
possible but no later than 30 minutes before the start of
the shift. The Company will require the employee make a
request for a one day vacation for illness/injury in
writing before payment will be authorized.
4) Any employee with a current disciplinary warning for
absenteeism on file will be ineligible for one day
vacations under paragraph 3 of this section.
The intent is to arrange absences so that the Company will not
incur penalties and, as such, the Company may disallow
specific requests for a personal leave.
13.10 An employee may request vacation pay, up to a maximum of two
(2) weeks per year, in lieu of time off provided it is
approved by the Company.
ARTICLE 14 - JURY DUTY - WITNESS PAY
14.1 It is agreed that the Company shall make up the wage loss
incurred by a regular employee (as distinguished from a
probationary employee) because of jury service by payment of
the difference between the amount received for such jury
service on the day such employee would have been regularly
scheduled to work and his regular rate of pay computed on the
same basis as daily vacation pay. Any employee reporting for
jury duty will not be required to work his regular shift that
calendar day or with the Company's approval an adjoining day
may be substituted for third shift employees. The employee
will be excused for the entire day without loss of pay. Hours
spent on jury service and paid for hereunder shall be
considered as time actually worked for all overtime purposes.
Further as outlined above, the Company
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shall make up the wage loss incurred by an employee when
subpoenaed as a witness in an action when the employee is
neither the plaintiff nor defendant or in a matter to which
the Company has no detrimental interest.
14.2 To receive pay from the Company under this provision, the
employee must provide the Company with a statement signed by
an official of the court certifying as to the employee's
service as a juror or court witness or appearance in court for
such purposes, the date or dates of attendance, and the
compensation paid him exclusive of any transportation and/or
subsistence allowance.
ARTICLE 15 - FUNERAL LEAVE
15.1 An employee (as distinguished from a probationary employee)
upon notification to the Company of the death of his or her
father, mother, spouse, son, daughter, son-in-law,
daughter-in-law, brother, sister, stepfather, stepmother,
stepson, stepdaughter, half-sister, half-brother,
mother-in-law, father-in-law, brother-in-law, sister-in-law,
employee's grandparents, spouse's grandparents, or
grandchildren, shall be granted up to and including his or her
next three (3) scheduled working days off with pay (up to four
(4) days off with pay if the employee is required to travel
beyond a radius of 500 miles). Payment by the Company for
such time lost shall be on the basis of eight (8) hours per
day at the employee's regular straight time hourly rate,
including shift differential. To be eligible for benefit
under this Article, the employee must supply reasonable
documentary evidence of the covered death, family
relationship, and attendance at the funeral or service.
15.2 As used herein, brother-in-law is defined to mean (1) the
brother of one's husband or wife, (2) the husband of one's
sister, (3) the husband of the sister of one's spouse, and
sister-in-law is defined to mean (1) the sister of one's
husband or wife, (2) the wife of one's brother, (3) the wife
of the brother of one's spouse.
15.3 The above clause shall not apply to an employee who is laid
off, except that when an employee is notified to return to
work effective on or before the date of the funeral, he shall
be granted full funeral leave with pay.
ARTICLE 16 - MILITARY RESERVE SUMMER CAMP
16.1 Active employees with one (1) year seniority and who are in
the Reserve of any branch of the military service, including
the National Guard, who are required to attend a summer
encampment as part of their reserve obligation shall receive
from the Company the difference between the amount of pay
received for such summer encampment and his regular straight
time hourly rate of pay for up to a maximum of two (2) weeks
per calendar year.
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ARTICLE 17 - SAFETY AND HEALTH
17.1 A Joint Safety and Health Committee shall be established
consisting of four (4) members, two (2) appointed by the
Company and two (2) appointed by the Local Union. In the
event that a member is absent from a meeting of the Committee,
his alternate may attend and when in attendance shall exercise
the duties of the member.
17.2 The Joint Committee shall meet as often as necessary, but not
less than once each month, at a regularly scheduled time and
place for the purpose of jointly considering, inspecting,
investigating, and reviewing health and safety conditions and
practices and investigating accidents, and for the purpose of
jointly and effectively making constructive recommendations
with respect thereto, including but not limited to the
implementation of corrective measures to eliminate unhealthy
and unsafe conditions and practices and to improve existing
health and safety conditions and practices. All matters
considered and handled by the Committee shall be reduced to
writing, and joint minutes of all meetings of the Committee
shall be made and maintained. One Union representative to the
Committee will accompany a Federal or State investigator on a
walk-around inspection or investigation and will attend any
pre or post inspection conferences.
17.3 All time spent in connection with the work of the Committee by
a Union representative including all time spent in pre or post
inspection conferences and walk-around time spent in relation
to Federal and State inspection and investigations as provided
for above, shall be compensated at the employee's regular
straight-time hourly wage rate. Any time spent during the
hours the employee is scheduled to work shall count toward the
calculation of any penalty or premium pay section of this
Agreement including, but not limited to daily or weekly
overtime. Any time spent outside the hours the employee is
scheduled to work shall not count toward the calculation of
any penalty or premium pay section of this Agreement. No time
spent outside of the hours the employee is scheduled to work
shall be compensated at a rate greater than one (1) times the
employee's straight-time hourly wage rate.
17.4 Any employee who believes his job presents a hazard to his
safety or health may request through his immediate supervisor,
an immediate review of his job by the Joint Safety and Health
Committee.
17.5 No employee shall be disciplined or discharged for refusing to
work on a job if his refusal is based on a bona fide claim
that said job is not safe or might unduly endanger his health
or safety.
17.6 The Company will furnish prescription ground safety glasses to
bargaining unit employees, including the cost of the
prescription. Glasses will not be replaced more frequently
than one (1) per year, unless damaged or broken during the
performance of duties.
17.7 (1) Should the Company require an employee to wear foot
protection, the Company will reimburse the employee for
the purchase of safety shoes for use by the
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employee. The annual reimbursement for active employees
shall be up to $170 per calendar year. Employees must
provide the Company with a written proof of purchase if
not purchased through a Company authorized safety shoe
supplier.
(2) In instances where the safety shoes are damaged on the
job, those shoes will be turned in and the employee may
purchase another pair of shoes as above.
ARTICLE 18 - LEAVES OF ABSENCE
18.1 Upon request, leave of absence from work may be granted by the
Company on account of sickness, death, or for sufficient
reason personal to such employee for a period not to exceed
ninety (90) calendar days on such occasions when the Company's
business will not suffer because of such absence. Upon proper
showing of reason therefore, this period may be extended with
the consent of both the Company and the Union.
18.2 Any employee elected or appointed to a full time position with
the International Brotherhood of Boilermakers, Cement, Lime,
Gypsum, and Allied Workers, or Local Union or the AFL-CIO or
any of its subordinate bodies, shall be granted an indefinite
leave of absence, providing thirty (30) days notice is given
the Company prior to the beginning of such leave. During such
leave seniority shall accumulate. Insurance benefits shall be
suspended after thirty (30) days of such leave and will again
be in effect the first day of returning to work with the
Company. Upon returning to work, such employee will be
reinstated on his former job, providing it is still in
existence; if not, he shall be eligible to apply for any job
within the Bargaining Unit by means of the existing bidding
procedure, or by bumping. The Company agrees to consent to
the absence of no more than one (1) employee at any time under
Paragraph 18.2.
18.3 No employee covered by this Agreement shall accept wages or
salary while on leave of absence. Any employee absent from
work in accordance with the foregoing provisions shall not
lose seniority, wage rate, or position, if physically fit upon
return to work. Should an employee accept a position for
wages or salary while on leave of absence, such employee will
terminate employment, and if re-employed, must be treated as a
new employee.
18.4 The Company agrees to consent to the absence of no more than
four (4) employees at any time from work, upon proper notice,
on account of business appertaining to the business of the
Local Union or International Union on such occasions when the
Company's business will not suffer because of such absence.
Any employee absent from work in accordance with the foregoing
provisions shall not lose his seniority, wage rate, or
position.
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ARTICLE 19 - INFORMATION
19.1 The Company shall, twice each year, upon written request by
the Union, furnish a seniority list based upon the first day
of the last continuous employment of each employee, setting
forth payroll number, name, date employed, classification,
rate of pay, department, date of birth, and address as shown
on the Company's records.
19.2 The Company will notify the recording secretary of the Union
promptly as to names and dates of employment of new employees,
birth dates, job classifications, severances, transfers, and
temporary transfers extending beyond fifteen (15) days.
19.3 The Company will notify the Union as to leaves of absences of
over thirty (30) days.
19.4 The Company will furnish a bulletin board for the exclusive
use of the Union at each time clock location.
19.5 The Company will notify the Union in writing when an employee
terminates employment due to disability or retirement.
ARTICLE 20 - INCAPACITATED EMPLOYEES
20.1 Any employee who becomes incapacitated and, on the basis of
competent medical opinion, cannot perform the essential job
functions of their regular job may, with mutual agreement
between the Company and the Union,
a. elect to exercise their plant seniority through the
bumping procedure,
b. be placed in a temporary assignment,
c. be placed in a vacant job, or
d. be placed in another job,
provided the employee can perform the job within a reasonable
amount of time. In placing an incapacitated employee under
this provision, the parties will take into consideration
seniority and fair placement of any other employee who may be
displaced by such assignment.
20.2 Any employee who is displaced by an incapacitated employee
pursuant to paragraph 20.1 of this Section may exercise their
plant seniority to bump into another position within the
bargaining unit at the plant for which they are qualified in
the same manner as provided for in the job bidding procedures.
20.3 The Company may require a second medical opinion regarding the
employee's incapacitation. Such examination will be at
Company expense.
ARTICLE 21 - FURNISHING OF TOOLS
21.1 The Company shall furnish all tools and equipment for its
employees, except to maintenance employees, in which case
these employees shall furnish their own hand tools. In case
of breakage or loss, the Company will replace or repair such
tools;
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such breakage or loss shall be reported immediately to the
Company. "Hand Tools" as used herein shall not include socket
sets, wrenches more than twelve (12) inches long, and all
other specialized tools related to the work of the mechanical,
maintenance, and skilled trades.
ARTICLE 22 - COPIES
22.1 The Labor Agreement, Pension Plan, and Insurance Plan will be
printed at Company expense. The Company will provide each
member with a copy of the booklet.
ARTICLE 23 - GRIEVANCE PROCEDURE
23.1 Should differences arise between the Company and the Union, or
an individual employed by the Company, as to the meaning and
application of the provisions of this Agreement, an earnest
effort shall be made by the parties to settle such differences
promptly and in the following manner:
(1) STEP I. The complaint, within fifteen (15) days of its
occurrence, or the occurrence of the matter out of which
the complaint arises, may be taken up by the employee
involved, with or without Union representation, with his
Team Leader. If the issue is not resolved verbally, the
matter shall be reduced to writing, stating specific
article(s) and paragraph(s) of the Contract that are
alleged to have been violated. This will be presented to
the employee's Team Leader within 10 days for the
grievance to be considered and processed. The grievance
will be answered in writing within five (5) days.
(2) STEP II. If no satisfactory settlement is reached in Step
I, the matter shall be presented to the Plant Manager
and/or Designee within five (5) days from the date of
answer by the Team Leader. The Plant Manager and/or the
Director of Industrial Relations will meet with the
Grievance Committee to hear and discuss the grievance at
the monthly grievance meeting unless the matter requires
immediate attention. The Company shall answer the
grievance in writing within five (5) days after said
meeting.
(3) STEP III. If no agreement is reached in Step II, the
Committee may, within five (5) days of the receipt of the
above answer, refer the matter to higher officials of the
Company and the Union, who may attend a meeting to be held
within thirty (30) days upon request.
(4) STEP IV.
a. Any grievance not settled in Step III above may be
referred to arbitration. Notice to refer a grievance
to arbitration shall be given in writing within
fifteen (15) days after being notified of the
decision rendered in Step III or the
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matter will be considered closed. Only one (1)
grievance (Arbitrability and grievance to be
considered as a single grievance) may be submitted to
or under review by any one (1) Arbitrator at any one
(1) time unless by the prior mutual written consent
of the parties.
b. In the event the parties are unable to agree upon an
Arbitrator within seven (7) days after arbitration is
invoked, then they shall jointly petition the Federal
Mediation and Conciliation Service, which shall
submit a panel of seven (7) qualified arbitrators,
and the parties shall select a single arbitrator from
such panel. The Arbitrator shall be appointed by
mutual consent of the parties hereto. If the
arbitrators included in this panel are unacceptable
to either party, a second panel shall be requested
from the Federal Mediation and Conciliation Service
and a single arbitrator selected from this panel.
c. Any grievance referred to arbitration shall be heard
as soon as possible and a decision rendered within
thirty (30) days of the hearing or the date of
postmark of the post hearing briefs. The arbitrator
shall have no power to add to or subtract from or
change, modify or amend any of the provisions of this
Agreement. The decision rendered by the Arbitrator
will be final and binding upon the Union, the
Company, the grievant, and all the employees covered
by this Agreement. The Arbitrator selected pursuant
to this Article shall interpret and apply the terms
of this Agreement; he/she shall not substitute
his/her discretion and judgment for that of the
Company. If the Arbitrator finds that a
dischargeable offense was committed by the employee,
he/she shall not substitute his/her judgment for that
of the Company as to whether discharge or a more
lenient penalty was appropriate in a particular case.
d. It is expressly agreed that no Arbitrator shall have
the authority to decide any matter involving the
exercise of a right reserved to management under this
Agreement.
e. Each party hereto shall pay the expense incurred in
the presentation of its own case, and the expenses
incidental to the services of the Arbitrator,
including the cost of the transcript, shall be shared
equally by the Company and the Union.
23.2 Any grievance growing out of a discharge or suspension must be
submitted in writing by the aggrieved employee directly to the
Union and from the Union to the Plant Manager or his designee
within forty-eight (48) hours of the discharge or suspension
or it will not be recognized and action taken shall be final.
23.3 The time limits referred to in the foregoing paragraphs
exclude Saturdays, Sundays, and holidays.
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23.4 Any grievance not presented or appealed within the time limits
provided, unless mutually agreed to extend the time, shall be
considered settled on the basis of the decision which was not
appealed and shall be final and binding on the parties
involved.
23.5 Grievances presented in any of the regular steps set forth and
not answered within the time specified or as the same may be
extended by mutual agreement shall be considered appealed to
the next step of the grievance procedure.
23.6 Disciplinary letters issued to employees will remain in the
Company's employee file. At the end of the twelve (12) month
period, the disciplinary letters will not be held against the
employee.
ARTICLE 24 - STRIKES AND LOCKOUTS
24.1 The Union agrees that there shall be no picketing (organized
and intentional) or strikes by the Union, or by its members,
of any kind or degree whatsoever, or walkout, suspension of
work, slowdowns, limiting of production, or any other
interference or stoppage, total or partial, of the Company's
Fairborn, Ohio operations for any reason whatsoever, such
reasons including, but not limited to, unfair labor practices
by the Company or any other Employer. It is further agreed
that neither the Union nor its members shall engage in the
above prohibited conduct in support of picketing, strikes or
any labor dispute actions engaged in by any other organization
or person. In addition to any other recourse or remedy
available to the Company for violation of the terms of this
Article by the Union and/or any Union member, the Company may
discharge or otherwise discipline any employee who authorizes,
causes, engages in, sanctions, recognizes, or assists in any
violation of this Article. The Company will not engage in any
lockouts during the term of this Agreement.
ARTICLE 25 - LEGISLATION
25.1 In the event laws are passed which conflict with any
provisions of this Agreement, or any provision or provisions
of this Agreement shall be declared void in whole or in part,
or shall be declared not to affect any employee or employees
by law or final decision by competent authority, then such
provisions or parts thereof shall be eliminated here from and
the matter covered by such eliminated provisions may be
reopened for negotiation, but the remaining provisions of the
Agreement shall remain in full force and effect.
ARTICLE 26 - OVERTIME LUNCH
26.1 Any employee who works more than ten (10) consecutive hours,
regardless of whether such hours are scheduled or unscheduled,
shall be given a lunch or lunch allowance. Any employee who
works in excess of fourteen (14) consecutive hours
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shall be provided with an additional lunch or lunch allowance.
Such option will be available at the end of every four (4)
consecutive hours worked thereafter.
26.2 Any employee who is called out and works more than four (4)
consecutive hours on the callout shall be given a lunch or
lunch allowance. In addition, said employee shall be provided
with an additional lunch or lunch allowance every four (4)
consecutive hours worked thereafter.
26.3 There shall be no duplication of lunches or lunch allowances
under the foregoing sections 26.1 and 26.2. Any lunch
allowance(s) earned under the foregoing shall be paid weekly
on the employee's paycheck.
26.4 Overtime lunch periods, not to exceed thirty (30) minutes,
will be assigned by the Team Leader.
26.5 Lunch allowance will be $7.00.
ARTICLE 27 - DUES CHECK-OFF
27.1 Check-off: During the term of this Agreement, the Company
will continue to check off monthly dues, and initiation fees,
each as designated by the Treasurer of the Local Union, as
membership dues in the Union on the basis of and for the term
of individually signed voluntary check-off authorization
cards, a copy of which is reproduced below, or hereafter
submitted to the Company. The Company shall promptly remit
any and all amounts so deducted to the Treasurer of the Local
Union with a list of the employees from whom the deduction was
checked off.
27.2 On or before the last Friday of each calendar month the Union
shall submit to the Company a summary list of cards
transmitted in each month.
27.3 Dues for a given month shall be deducted from the last payday
in that month; deductions on the basis of authorization cards
submitted to the Company shall commence with respect to dues
for the month in which the Company receives such authorization
cards.
27.4 Unless the Company is otherwise notified, the only Union
membership dues to be deducted for payment to the Union from
the pay of the employee who has furnished an authorization
shall be the monthly Union dues. The Company will deduct
initiation fees when notified, by notation on the list
referred to in 27.1 above, and assessments as designated by
the Treasurer of the Local Union.
27.5 The Union shall indemnify the Company and hold it harmless
against any and all suits, claims, demands and liabilities
that shall arise out of or by reason of any action that shall
be taken or not taken by the Company for the purpose of
complying with the foregoing provisions of this Article, or in
reliance on any list or certificate which shall have been
furnished to the Company by the Union under any such
provisions.
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27.6
Date:
--------------------
I, _________________________________, do hereby authorize and
direct the Company to deduct from my earnings, accumulated to
my credit during the first pay period ending in the calendar
month, initiation fees and membership dues charged against me
by the INTERNATIONAL BROTHERHOOD OF BOILERMAKERS, CEMENT,
LIME, GYPSUM AND ALLIED WORKERS DIVISION AFL-CIO LOCAL LODGE
D357, and remit the amount so deducted to said Union upon
presentation of a formal demand by the proper authorities of
said Union.
This assignment and authorization shall be irrevocable for one
(1) year from the above date, or termination of the current
collective bargaining agreement between SOUTHDOWN, INC. and
the INTERNATIONAL BROTHERHOOD OF BOILERMAKERS, CEMENT, LIME,
GYPSUM AND ALLIED WORKERS DIVISION AFL-CIO LOCAL LODGE D357,
whichever is the shorter period, and shall remain in effect
thereafter until revoked by me in writing.
Signed:
-------------------------
Employee Clock Number:
-----------
Witness:
--------------------------
Southdown, Inc.
ARTICLE 28 - SCOPE OF AGREEMENT
28.1 During the term of this Agreement the Company will provide
employees with participation in the Southdown, Inc. Medical
Network Plan, the Southdown, Inc. Group Dental Benefit Plan,
the Southdown, Inc. Life Insurance and Accidental Death and
Dismemberment Plan, the Southdown, Inc. Long Term Disability
Plan, the Southdown, Inc. Pension Plan, the Southdown Inc.
Retirement Savings Plan and the Southdown, Inc. Voluntary Life
Insurance Plan, including all amendments and modifications to
said plans during the life of this Agreement, on the same
basis as the benefits and eligibility requirements are
provided to Southdown, Inc.'s salaried employees.
28.2 During the life of and for the term of this agreement dated
March 1, 1998, the Company will provide post retirement
medical insurance coverage to all eligible
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employees covered under this bargaining unit who retire after
having achieved the age of 62 with at least 15 years of
company service. The provisions of this coverage will be the
same as the benefits and eligibility requirements provided for
in the Southdown Inc. Retiree Medical Insurance Plan which are
subject to modification.
28.3 SICKNESS AND ACCIDENT BENEFITS
If a permanent employee (non-probationary/non temporary) is
absent from work due to disability, sickness and accident
benefits are payable. The disability must prevent the
employee from performing the duties of the job because of a
non-occupational sickness or injury. This benefit is payable
if confined to a hospital or home.
After a waiting period of one (1) week (waived if the employee
is hospitalized as an in-patient), the disability benefits are
payable at a rate of fifty-five dollars ($55) per day for a
maximum of five days per week. A disabled employee may receive
weekly sickness and accident benefits during the period of
disability not to exceed five (5) months. It is the
employee's responsibility to make application for this benefit
and the attending physician must document the nature of the
disability and expected date of return to work. While an
employee is off work due to a disability and receiving weekly
sickness and accident benefits, that employee will not be
required to pay the contribution for group medical/dental
insurance for those weeks he is receiving S & A benefits.
No benefits shall be payable for the following:
1. disability which you are not under the direct care of a
licensed physician.
2. sickness or injury which is purposefully self-inflicted
while sane or insane.
3. disability due to an injury arising out of the course of
employment.
4. disability due to disease which benefits are payable under
Worker's Compensation, Occupational Disease or similar
law.
This benefit terminates upon retirement or upon termination
of employment.
Any active employee currently not participating in the long
term disability (LTD) plan and who applies for LTD and is
rejected, will be eligible for up to fifty-two (52) weeks of
short term disability benefits.
ARTICLE 29 - PAST PRACTICE
29.1 All previous side letters, ad hoc agreements and informal
understandings or past practices are hereby revoked, withdrawn
and canceled and none shall survive the execution of this
contract and no provision shall have any force or effect
whatsoever either as past practice, special written agreement,
oral agreement, informal understanding or otherwise unless
expressly contained herein.
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ARTICLE 30 - SKILLS TRAINING
30.1 The Company is committed to providing employees with both
formal and informal training to improve their job skills.
ARTICLE 31 - TERMS OF AGREEMENT
31.1 After ratification by the members of the respective Local
Union, this Agreement shall become effective and remain in
force and effect and be binding upon the parties hereto from
March 1, 1998, to and including February 28, 2003, and it
shall continue to be in full force and effect thereafter from
year to year until either party on or before January 31, of
any year, beginning 2003, gives written notice to the other
party of its desire or intention either to alter and modify or
terminate the same. If such notice is given, the parties
hereto shall begin negotiations not later than February 15 in
such year.
IN WITNESS WHEREOF, the Union has caused this Agreement to be executed in its
name, after due authorization by a vote of a majority of its members, and the
Company has caused it to be executed in its name, by its duly authorized
representatives.
INTERNATIONAL BROTHERHOOD SOUTHDOWN, INC.
OF BOILERMAKERS, CEMENT,
LIME, GYPSUM AND ALLIED
WORKERS, DIVISION LOCAL
LODGE NO. D-357
<TABLE>
<S> <C>
By: By:
--------------------------------------------- -------------------------------------------------
William A. Smith Bernard M. Reuland
By: By:
--------------------------------------------- -------------------------------------------------
David R. Gullett Lawrence L. Hoffis
By: By:
--------------------------------------------- -------------------------------------------------
Gary L. Warner David E. Tiller
By: By:
--------------------------------------------- -------------------------------------------------
Gerald A. Day Daniel J. Peters
By:
----------------------------------------
Phillip R. Nawman
</TABLE>
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SCHEDULE A
WAGE GROUP TRAINING REQUIREMENTS
<TABLE>
<CAPTION>
WAGE GROUP ONE TESTING REQUIREMENTS
- -------------- --------------------
<S> <C> <C>
Laborer No Testing
WAGE GROUP TWO TESTING REQUIREMENTS
General Equipment Demonstration of ability to perform after
Operator training
Assistant Stockroom Demonstration of ability to perform after training
Entry Level Testing and regular evaluation before
Training Program advancement
Dust Collector
Garage
Maintenance
Electrical
Instrument
WAGE GROUP THREE TESTING REQUIREMENTS
Second Level Testing and regular evaluation before
Training Program advancement
Dust Collector
Garage
Maintenance
Electrical
Instrument
General Plant Maintenance Demonstration of ability to perform
WAGE GROUP FOUR TESTING REQUIREMENTS
Packhouse Operator Fork lift training and demonstration of ability to perform
after training
Material Operators Completion of approved driver's training program and
demonstration of ability to perform after training
Process Material Handler Completion of approved driver's training program and
demonstration of ability to perform after training
Storekeeper Demonstration of ability to perform after training
</TABLE>
29
<PAGE> 33
SCHEDULE A
(Continued)
<TABLE>
<CAPTION>
WAGE GROUP FOUR TESTING REQUIREMENTS
- --------------- --------------------
<S> <C> <C>
Dust Collector Specialist Testing as required in Training Program
Third Level Testing and regular evaluation before
Training Program advancement
Garage
Maintenance
Electrical
Instrument
WAGE GROUP FIVE TESTING REQUIREMENTS
Fourth Level Testing and regular evaluation before
Training Program advancement
Garage
Maintenance
Electrical
Instrument
WAGE GROUP SIX TESTING REQUIREMENTS
Utility Equipment Completion of approved driver's training
Operators A program and demonstration of ability to perform after
training
Inventory Specialist Demonstration of ability to perform after training and
testing after orientation period
Process Utility Demonstration of ability to perform after training and
testing after orientation period
Physical Tester Demonstration of ability to perform after training and
testing after orientation period
Laboratory Technician Demonstration of ability to perform after training and
testing after orientation period
Journeyman Completion of Training Program
and demonstration of ability to perform all
tasks of Journeyman
Maintenance
Garage
Electric
Instrument
WAGE GROUP SEVEN TESTING REQUIREMENTS
Process Controller Demonstration of ability to perform after training
</TABLE>
30
<PAGE> 34
SCHEDULE B
WAGE RATES
Wage Rates and Lump Sum Bonuses
<TABLE>
<CAPTION>
3/1/98 3/1/99 3/1/00 3/1/01 3/1/02
------- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Wage increase +50c. $1,400 +40c. $1,400 +40c.
or bonus per hour bonus per hour bonus per hour
</TABLE>
Lump sum bonuses will be paid to active employees and will be included as base
earnings for pension calculations.
<TABLE>
<CAPTION>
For years starting 3/1/98 3/1/00 3/1/02
------ ------ ------
<S> <C> <C> <C>
Wage Group One $12.00 $12.40 $12.80
Wage Group Two $13.92 $14.32 $14.72
Wage Group Three $15.21 $15.61 $16.01
Wage Group Four* $16.26 $16.66 $17.06
Wage Group Five $17.04 $17.44 $17.84
Wage Group Six $17.56 $17.96 $18.36
Wage Group Seven $17.97 $18.37 $18.77
</TABLE>
*While the Packhouse Operator, included in Wage Group Four, performs work in
Richcolor process, a 25c. premium per hour worked is paid.
31
