<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-7159
FLORIDA ROCK INDUSTRIES, INC.
(exact name of registrant as specified in its charter)
Florida 59-0573002
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
155 East 21st Street, Jacksonville, Florida 32206
(Address of principal executive offices)
(Zip Code)
904/355-1781
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of May 4, 1998: 18,845,584 shares of $.10 par value
common stock.
<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
CONSOLIDATED CONDENSED BALANCE SHEET
(In thousands)
(Unaudited)
March 31, September 30,
1998 1997
ASSETS
Current assets:
Cash and cash equivalents $ 2,191 18,433
Accounts and notes receivable, less
allowance for doubtful accounts of
$1,448 ($1,126 at September 30, 1997) 54,501 56,723
Inventories 24,620 22,587
Prepaid expenses and other 5,751 6,451
Total current assets 87,063 104,194
Other assets 32,066 28,417
Property, plant and equipment, at cost:
Land 118,232 111,643
Plant and equipment 487,697 440,928
605,929 552,571
Less accumulated depreciation,
depletion and amortization 311,927 302,566
Net property, plant and equipment 294,002 250,005
$ 413,131 382,616
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term notes payable to banks $ 6,800 300
Accounts payable 33,675 32,867
Accrued income taxes 214 --
Accrued payroll and benefits 7,599 11,483
Accrued insurance reserve 3,795 2,230
Accrued liabilities, other 5,373 6,349
Long-term debt due within one year 2,297 2,447
Total current liabilities 59,753 55,676
Long-term debt 24,161 10,859
Deferred income taxes 27,112 28,387
Accrued employee benefits 12,139 11,531
Long-term accrued insurance reserves 6,153 6,153
Other accrued liabilities 5,662 5,395
Stockholders' equity:
Preferred stock, no par value; 10,000,000
shares authorized, none issued - -
Common stock, $.10 par value; 50,000,000
shares authorized, 18,974,618 shares issued 1,897 1,897
Capital in excess of par value 18,283 18,053
Retained earnings 260,072 247,733
Less cost of treasury stock, 133,034
shares (195,434 shares at September
30, 1997) (2,101) (3,068)
Total stockholders' equity 278,151 264,615
$ 413,131 382,616
See accompanying notes.<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENT OF INCOME
(In thousands except per share amounts)
(Unaudited)
Three Months ended Six Months ended
March 31, March 31,
1998 1997 1998 1997
Net sales $107,696 101,611 219,320 207,994
Cost of sales 85,157 80,819 175,017 165,101
Gross profit 22,539 20,792 44,303 42,893
Selling, general and
administrative expense 11,465 10,731 22,034 20,179
Operating profit 11,074 10,061 22,269 22,714
Interest expense (169) (258) (334) (515)
Interest income 335 171 570 325
Other income, net 63 84 165 (26)
Income before income taxes 11,303 10,058 22,670 22,498
Provision for income taxes 3,979 3,521 7,980 7,875
Net income $ 7,324 6,537 14,690 14,623
Earnings per share:
Basic $.39 .36 $.78 .79
Diluted $.38 .35 $.77 .79
Cash dividends per common share $ - - .125 .125
Shares used in computing:
Basic earnings per share 18,813 18,362 18,809 18,479
Diluted earnings per share 19,150 18,480 19,160 18,580
See accompanying notes.<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
SIX MONTHS ENDED MARCH 31, 1998 AND 1997
(In thousands)
(Unaudited)
1998 1997
Cash flows from operating activities:
Net income $14,690 14,623
Adjustments to reconcile net income to net
cash provided from operating activities:
Depreciation, depletion and amortization 15,398 15,163
Net changes in operating assets and
liabilities:
Accounts receivable 2,131 4,065
Inventories (2,033) (932)
Prepaid expenses and other 185 (324)
Accounts payable and accrued liabilities (1,386) (1,073)
Decrease in deferred income taxes (772) (1,694)
Gain on disposition of property, plant and
equipment (354) (462)
Other, net 3 284
Net cash provided by operating activities 27,862 29,650
Cash flows from investing activities:
Purchase of property, plant and equipment (48,915) (20,188)
Proceeds from the sale of property, plant and
equipment 575 980
Additions to other assets (552) (266)
Proceeds from the disposition of other assets 179 136
Collections of notes receivable 111 53
Net cash used in investing activities (48,602) (19,285)
Cash flows from financing activities:
Net increase (decrease) short-term debt 6,500 (1,100)
Repayment of long-term debt (847) (6,882)
Payment of dividends (2,351) (2,293)
Exercise of employee stock options 1,199 1,765
Repurchase of Company stock (3) (4,631)
Net cash provided by (used in)financing activities 4,498 (13,141)
Net decrease in cash and cash equivalents (16,242) (2,776)
Cash and cash equivalents at beginning of year 18,433 4,995
Cash and cash equivalents at end of period $ 2,191 2,219
See accompanying notes.<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 1998
(Unaudited)
(1) Basis of Presentation
The accompanying consolidated condensed financial statements include the
accounts of the Company and its subsidiaries. These statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions to
Form 10-Q and do not include all the information and footnotes required
by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair
presentation of the results for the interim period have been included.
Operating results for the six months ended March 31, 1998, are not
necessarily indicative of the results that may be expected for the
fiscal year ended September 30, 1998. The accompanying consolidated
financial statements and the information included under the heading
"Management's Discussion and Analysis" should be read in conjunction
with the consolidated financial statements and related notes of Florida
Rock Industries, Inc. for the year ended September 30, 1997.
(2) Inventories
Inventories consisted of the following (in thousands):
March 31, September 30,
1998 1997
Finished products $ 20,028 18,151
Raw materials 3,742 3,630
Parts and supplies 850 806
$ 24,620 22,587
(3) Earnings Per Share
Effective December 31, 1997, the Company adopted Statement of Financial
Accounting Standard No. 128, "Earnings per Share" ("SFAS 128"). SFAS
128 replaced the presentation of primary earnings per share (EPS) and
fully diluted EPS with a presentation of basic EPS and diluted EPS.
Basic earnings per share are based on the weighted average number of
common shares outstanding during the periods. Diluted earnings per
share are based on the weighted average number of common shares
outstanding and potential dilution of securities that could share in
earnings. Earnings per share for all prior periods have been restated.
<PAGE>
(4) Supplemental Disclosures of Cash Flow Information
Cash paid during the six months ended March 31, 1998 and 1997 for
certain expense items are (in thousands):
1998 1997
Interest expense, net of
amount capitalized $ 225 484
Income taxes $7,357 12,209
The following schedule summarizes noncash investing and financing
activities for the six months ended March 31, 1998 and 1997
(in thousands):
1998 1997
Additions to property, plant
and equipment from:
Exchanges $ 331 11
Issuing debt $ 1,408 116
Using escrow cash included
in other assets $ 8,792 -
Additions to inventory
from issuing debt $ - 360
Additions to prepaid expenses
from issuing debt $ - 96
Additions to notes receivable
from sales of other assets $ - 200
Additions to other assets from
issuing debt $12,592 -
(5) The Company and its subsidiaries are subject to legal proceedings and
claims arising out of their businesses that cover a wide range of
matters. Additional information concerning these matters is presented
in Note 12 to the consolidated financial statements included in the
Company's 1997 Annual Report to stockholders and Item 3 "Legal
Proceedings" of the Company's Form 10-K for fiscal 1997, and such
information is incorporated herein by reference.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Operating Results
For the second quarter of fiscal 1998, consolidated net sales increased 6.0% to
$107,696,000 from $101,611,000 in the same quarter last year. For the first six
months of 1998, net sales increased 5.4% to $219,320,000 from $207,994,000 for
the first six months of 1997. The increase in sales were primarily
attributable strong building activity which resulted in higher demand for
construction products in the Company's markets. Sales also increased as a
result of modest price increases in core products.
Gross profit for the second quarter of 1998 increased 8.4% to $22,539,000 from
$20,792,000 last year. For the first six months of 1998, gross profit increased
3.3% to $44,303,000 from $42,893,000 last year. Gross profit margin remained
level with last year. Higher sales and the adjustment of certain operating
liabilities resulted in the increase in gross profit. However, continued
spending for planned repair and maintenance projects adversely impacted gross
profit and margin when compared to the same periods last year.
Selling, general and administrative expense increased 6.8% for the second
quarter and 9.2% for the first six months from the same periods last year.
Selling, general and administrative expense for the second quarter was 10.6% of
sales which was level with last year. For the first six months, these expenses
increased to 10.0% of sales from 9.7% last year. The increase was due
primarily to the increase in sales, additional staffing, project-related
expenses, profit sharing expense and costs associated with listing on the New
York Stock Exchange. The additional staffing is in anticipation of new
computer systems and projects.
Interest expense for the second quarter declined to $169,000 from $258,000 last
year and for the first six months declined to $334,000 from $515,000 last year
due to an increase in the amount of interest capitalized this year and a
decrease in the average interest rate partially offset by an increase in the
average debt outstanding. For the second quarter of fiscal 1998, interest
capitalized was $231,000 versus no interest capitalized last year and for the
first six months was $400,000 compared to $26,000 last year. Other income, net
for the first six months last year includes a loss of $197,000 on the sale of
an asset.
Net earnings for the quarter were $7,324,000 up 12% from last year. Diluted
earnings per share for the quarter were $.38 up 8.5% from last year. Net
earnings for the six months were $14,690,000 up 0.4% from last year. Diluted
earnings per share for the six months were $.77 down 2.6% from last year. The
average number of shares used in the calculation of diluted earnings per share
for the second quarter and six months of this fiscal year were 3.7% higher due
to issuance and price appreciation in the Company's common stock since last year
on options granted under the Company's stock option plans.
Summary and Outlook. At present, the economic condition and outlook of the
construction industry is healthy and favorable. Low interest rates coupled
with low inflation and strong economic fundamentals have produced an excellent
environment for construction activity. Assuming a continuation of stable and
low interest rates, the outlook for residential construction and new home sales
should remain positive through year end but activity will continue to vary by
geographic region.
Commercial construction remains strong as indications of declining vacancy
rates, rising rental rates and increasing speculative construction are being
reported. Proposed public spending for highway infrastructure is positive as
each House of Congress has recently approved a transportation bill that would
increase highway spending by 40% nationwide over the previous six year period.
It is anticipated that the demand and sale of construction products should
continue to be strong for the remainder of fiscal 1998.
Financial Condition
The Company continues to maintain its sound financial condition with sufficient
resources to meet anticipated capital expenditures and other operating
requirements.
While the Company is affected by environmental regulations, such regulations are
not expected to have a major effect on the Company's capital expenditures or
operating results. Additional information concerning environmental matters is
presented Item 3 "Legal Proceedings" of the Company's Form 10-K for fiscal 1997
and such information is incorporated herein by reference.
Other
The Company commenced with the construction of the cement plant in fiscal 1997.
Certain appeals to the zoning and air permits issued to the Company have been
filed and are still in the courts. In addition, there is other litigation
which could limit the emissions of the plant beyond practical limits. On
February 19, 1998, the First District Court of Appeals upheld the issuance of
the air permit. The Company is challenging these various forms of litigation
and believes they are without merit and will be denied and resolved to the favor
of the Company.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Note 12 to the consolidated financial statements included in the Company's 1997
Annual Report to stockholders, and Item 3 "Legal Proceedings" of the Company's
Form 10-K for fiscal 1997 are incorporated herein by reference.
Item 4. Submission of Matters to a Vote Security Holders
On February 4, 1998, the Company held its annual shareholders meeting. At the
meeting the stockholders elected the following directors by the vote shown:
Not Voted/
Term Votes Votes Broker/
Ending For Abstain Nominees
Thompson S. Baker, II 2001 17,249,975 126,265 -0-
Albert D. Ernest, Jr. 2001 17,285,207 91,033 -0-
Luke E. Fichthorn, III 2001 17,111,903 264,337 -0-
C. J. Shepherdson 2001 17,249,560 126,680 -0-
The stockholders also voted to amend Article VII of the Restated Articles of
Incorporation to reduce the number of classes of directors from four to three
and to reduce the term of office of directors from four years to three years by
the following vote.
Votes Votes Not Voted
For Withheld Broker/Nominees
16,446,326 1,682 925,225
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. The response to this item is submitted as a separate section
entitled "Exhibit Index" starting on page 8 of this Form 10-Q.
(b) Reports on Form 8-K. There were no reports on Form 8-K filed during the
three months ended March 31, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
May 6, 1998 FLORIDA ROCK INDUSTRIES, INC.
JAMES J. GILSTRAP
James J. Gilstrap
Vice President, Treasurer
and Chief Financial Officer
WALLACE A. PATZKE, JR.
Wallace A. Patzke, Jr.
Vice President, Controller
and Chief Accounting Officer
<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1998
EXHIBIT INDEX
Page No. in
Sequential
Numbering
(2)(a) Agreement and Plan of Reorganization entered into as
of March 5, 1986 between the Company and Florida Rock
& Tank Lines, Inc. ("FRTL") pursuant to the
distribution pro rata to the Company's stockholders
of 100% of the outstanding stock of FRTL has
previously been filed as Appendix I to the Company's
Proxy Statement dated June 11, 1986. File No. 1-7159.
(3)(a)(1) Restated Articles of Incorporation of Florida Rock
Industries, Inc., filed with the Secretary of State
of Florida on May 9, 1986. Previously filed with
Form 10-Q for the quarter ended December 31, 1986.
File No. 1-7159.
(3)(a)(2) Amendment to the Articles of Incorporation of Florida
Rock Industries, Inc. filed with the Secretary of
State of Florida on February 19, 1992. Previously
filed with Form 10-K for the fiscal year ended
September 30, 1993. File No. 1-7159.
(3)(a)(3) Amendments to the Articles of Incorporation of
Florida Rock Industries, Inc. filed with the
Secretary of the State of Florida on February 7,
1995. Previously filed as appendix to the Company's
Proxy Statement dated December 15, 1994.
(3)(a)(4) Amendment to the Articles of Incorporation of
Florida Rock Industries, Inc. filed with the
Secretary of State of Florida on February 4, 1998.
(3)(b)(1) Restated Bylaws of Florida Rock Industries, Inc.,
adopted December 1, 1993. Previously filed with
Form 10-K for the fiscal year ended September 30,
1993. File No. 1-7159.
(3)(b)(2) Amendment to the Bylaws of Florida Rock Industries,
Inc. adopted October 5, 1994. Previously filed
with Form 10-K for the fiscal year ended September
30, 1994. File No. 1-7159.
(3)(b)(3) Amendment to the Bylaws of Florida Rock Industries,
Inc. adopted February 4, 1998.
Page No. in
Sequential
Numbering
(4)(a) Articles III, VII, and XIII of the Articles of
Incorporation of Florida Rock Industries, Inc.
Previously filed with Form 10-Q for the quarter ended
December 31, 1986 and Form 10-K for the fiscal year
ended September 30, 1993. And Articles XIV and XV
previously filed as appendix to the Company's Proxy
Statement dated December 15, 1994. File No. 1-7159.
(4)(b)(1) Amended and Restated Revolving Credit and Term Loan
Agreement dated as of December 5, 1990, among Florida
Rock Industries, Inc.; Continental Bank, N.A.;
Barnett Bank of Jacksonville, N. A.; Sun Bank,
National Association; Crestar Bank; First Union
National Bank of Florida; The First National Bank of
Maryland; Southeast Bank, N. A.; and Maryland
National Bank. Previously filed with Form 10-K for
the fiscal year ended September 30, 1990. File No.
1-7159.
(4)(b)(2) First Amendment dated as of September 30, 1992 to the
Amended and Restated Revolving Credit and Term Loan
Agreement dated as of December 5, 1990. Previously
filed with Form 10-K for the fiscal year ended
September 30, 1992. File No. 1-7159.
(4)(b)(3) Second Amendment dated as of June 30, 1994 to the
Amended and Restated Revolving Credit and Term Loan
Agreement dated as of December 5,1990. Previously,
filed with Form 10-Q for the quarter ended June 30,
1994. File 1-7159.
(4)(c) The Company and its consolidated subsidiaries have
other long-term debt agreements which do not exceed
10% of the total consolidated assets of the Company
and its subsidiaries, and the Company agrees to
furnish copies of such agreements and constituent
documents to the Commission upon request.
(10)(a) Employment Agreement dated June 12, 1972 between
Florida Rock Industries, Inc. and Charles J.
Shepherdson, Sr. and form of Addendum thereto.
Previously filed with Form S-1 dated June 29, 1972.
File No. 2-44839
(10)(b) Addendums dated April 3, 1974 and November 18, 1975
to Employment Agreement dated June 12, 1972 between
Florida Rock Industries, Inc., and Charles J.
Shepherdson, Sr. Previously filed with Form 10-K for
the fiscal year ended September 30, 1975. File No.
1-7159.
Page No. in
Sequential
Numbering
(10)(c) Florida Rock Industries, Inc. 1981 Stock Option Plan.
Previously filed with Form S-8 dated March 3, 1982.
File No. 2-76407.
(10)(d) Amended Medical Reimbursement Plan of Florida Rock
Industries, Inc., effective May 24, 1976. Previously
filed with Form 10-K for the fiscal year ended
September 30, 1980. File No. 1-7159.
(10)(e) Amendment No. 1 to Amended Medical Reimbursement Plan
of Florida Rock Industries, Inc. effective July 16,
1976. Previously filed with Form 10-K for the fiscal
year ended September 30, 1980. File No. 1-7159.
(10)(f) Tax Service Reimbursement Plan of Florida Rock
Industries, Inc. effective October 1, 1976.
Previously filed with Form 10-K for the fiscal year
ended September 30, 1980. File No. 1-7159.
(10)(g) Amendment No. 1 to Tax Service Reimbursement Plan of
Florida Rock Industries, Inc. Previously filed with
Form 10-K for the fiscal year ended September 30,
1981. File No. 1-7159.
(10)(h) Amendment No. 2 to Tax Service Reimbursement Plan of
Florida Rock Industries, Inc. Previously filed with
Form 10-K for the fiscal year ended September 30,
1985. File No. 1-7159.
(10)(I) Summary of Management Incentive Compensation Plan as
amended effective October 1, 1992. Previously filed
with Form 10-K for the fiscal year ended September 30,
1993. File No. 1-7159.
(10)(j) Florida Rock Industries, Inc. Management Security
Plan. Previously filed with Form 10-K for the fiscal
year ended September 30, 1985. File No. 1-7159.
(10)(k) Various mining royalty agreements with FRTL or its
subsidiary, none of which are presently believed to be
material individually, but all of which may be
material in the aggregate. Previously filed with Form
10-K for the fiscal year ended September 30, 1986.
File No. 1-7159.
Page No. in
Sequential
Numbering
(10)(l) Florida Rock Industries, Inc. 1991 Stock Option Plan.
Previously filed with Form 10-K for the fiscal year
ended September 30, 1992. And February 1, 1995
Amendment to Florida Rock Industries, Inc. 1991 Stock
Option Plan. Previously filed as appendix to the
Company's Proxy Statement dated December 15, 1994.
File No. 1-7159.
(10)(m) Form of Split Dollar Insurance Agreement and
Assignment of Life Insurance Policy as collateral
between Florida Rock Industries, Inc. and each of
Edward L. Baker and John D. Baker, II with aggregate
face amounts of $5.4 million and $8.0 million,
respectively. Previously filed with Form 10-Q for
the quarter ended June 30, 1997. File 1-7159.
(10)(n) Florida Rock Industries, Inc. 1996 Stock Option Plan.
Previously filed as appendix to the Company's Proxy
Statement dated December 18, 1995. File No. 1-7159.
(11) Computation of Earnings Per Common Share.
(27) Financial Data Schedule<PAGE>
<PAGE>
ARTICLES OF AMENDMENT
TO
RESTATED ARTICLES OF INCORPORATION
OF
FLORIDA ROCK INDUSTRIES, INC.
1. The name of this corporation is Florida Rock Industries,
Inc.
2. Article VII of the Restated Articles of Incorporation of
the corporation is hereby amended in its entirety to read as
follows:
ARTICLE VII
NUMBER OF DIRECTORS
The number of directors of this corporation is twelve (12),
but may be changed, but not to less than three (3), by the
affirmative vote of a majority of the whole Board of Directors at
the time in office or by the affirmative vote of the holders of at
least 75% of the shares of stock of this corporation entitled to
vote thereon. The directors shall be divided into three classes,
apportioned as follows: Class I shall consist of four directors;
Class II shall consist of four directors; and Class III shall
consist of four directors. The respective initial terms of office
for each class of directors shall be as follows: the initial term
of Class I (previously designated as Class IV and Class II directors
prior to amending this ARTICLE VII at the Annual Meeting of
Shareholders in 1998) will expire at the Annual Meeting of
Shareholders in 1999; the initial term of Class II directors
(previously designated as Class I directors prior to amending this
ARTICLE VII at the Annual Meeting of Shareholders in 1998) will
expire at the Annual Meeting of Shareholders in 2000; and the
initial term of Class III directors (previously designated as Class
III directors prior to amending this ARTICLE VII at the Annual
Meeting of Shareholders in 1998) will expire at the Annual Meeting
of Stockholders in 2001. After the expiration of the applicable
initial term, each successive term of office for each class of
directors shall be three years. If the number of directors is
changed, any increase or decrease shall be apportioned among the
classes so as to maintain, as nearly as may be practicable, an equal
number of directors in each class. Any vacancy occurring in the
Board of Directors may be filled by the affirmative vote of a
majority of the remaining directors, though less than a quorum. Any
director of any class elected to fill a vacancy, including a vacancy
resulting from an increase in the number of directors, shall hold
office for a term that shall coincide with the remaining term of
that class. In no case, however, will a decrease in the number of
directors shorten the term of any incumbent director. A director
shall hold office until the annual meeting for the year in which his
term expires and until his successor shall be elected and shall
qualify. A director may only be removed for cause', which shall be
defined for these purposes as a conviction of a felony, declaration
of unsound mind by a court order, adjudication of bankruptcy,
non-acceptance of office or such director having been adjudged by a
court of competent jurisdiction to be liable for negligence or
misconduct in the performance of his duty to this corporation in a
matter of substantial importance to this corporation and such
adjudication is no longer subject to direct appeal. This Article
may be amended or repealed only by the affirmative vote of the
holders of at least 75% of the shares of stock of this corporation
entitled to vote thereon.
3. The foregoing amendment was adopted pursuant to Section
607.1003(5), Florida Business Corporation Act, by the affirmative
vote of the holders of more than 75% of the shares outstanding and
entitled to vote at the annual meeting of the corporation held on
February 4, 1998. The number of votes cast for the amendment was
sufficient for approval.
IN WITNESS WHEREOF, Florida Rock Industries, Inc. has caused
these Articles of Amendment to the Restated Articles of
Incorporation to be executed in its name by its President this 4th
day of February, 1998.
FLORIDA ROCK INDUSTRIES, INC.
By: /s/ John D. Baker II
John D. Baker II
President
<PAGE>
STATE OF FLORIDA
DEPARTMENT OF STATE
I certify the attached is a true and correct copy of the Articles of
Amendment, filed on February 4, 1998, to Articles of Incorporation
for FLORIDA ROCK INDUSTRIES, INC., a Florida corporation, as shown
by the records of this office.
I further certify the document was electronically received under FAX
audit number H98000002325. This certificate is issued in accordance
with Section 15.16, Florida Statutes, and authenticated by the code
noted below.
The document number of this corporation is 144218.
Given under my hand and the
Great Seal of the State of Florida,
at Tallahassee, the Capital, this the
Fourth day of February, 1998
Authentication Code: 298A00006312-020498-144218 -1/1
GREAT SEAL OF THE STATE OF FLORIDA
IN GOD WE TRUST
/s/ Sandra B. Mortham
Sandra B. Mortham
Secretary of State
CRE022 (1-95)<PAGE>
<PAGE>
BYLAW AMENDMENT adopted by the Board of Directors of Florida Rock
Industries, Inc. on February 4, 1998
RESOLVED, that Section 2, Article III of the Bylaws of Florida
Rock Industries, Inc., be amended to read in its entirety as
follows:
Section 2. Number, Tenure and Qualifications. The number of
directors of this corporation is twelve (12), but may be changed,
but not to less than three (3), by the affirmative vote of a
majority of the whole Board of Directors at the time in office or by
the affirmative vote of the holders of at least 75% of the shares of
stock of this corporation entitled to vote thereon. The directors
shall be divided into three classes, apportioned as follows: Class
I shall consist of four directors; Class II shall consist of four
directors; and Class III shall consist of four directors. The
respective initial terms of office for each class of directors shall
be as follows: the initial term of Class I will expire at the
Annual Meeting of Shareholders in 1999; the initial term of Class II
directors will expire at the Annual Meeting of Shareholders in 2000;
and the initial term of Class III directors will expire at the
Annual Meeting of Shareholders in 2001. After the expiration of the
applicable initial term, each successive term of office for each
class of directors shall be three years. If the number of directors
is changed, any increase or decrease shall be apportioned among the
classes so as to maintain, as nearly as may be practicable, an equal
number of directors in each class. Any vacancy occurring in the
Board of Directors may be filled by the affirmative vote of a
majority of the remaining directors, though less than a quorum. Any
director of any class elected to fill a vacancy, including a vacancy
resulting from an increase in the number of directors, shall hold
office for a term that shall coincide with the remaining term of
that class. In no case, however, will a decrease in the number of
directors shorten the term of any incumbent director. A director
shall hold office until the annual meeting for the year in which his
term expires and until his successor shall be elected and shall
qualify. A director may only be removed for cause', which shall be
defined for these purposes as a conviction of a felony, declaration
of unsound mind by a court order, adjudication of bankruptcy,
non-acceptance of office or such director having been adjudged by a
court of competent jurisdiction to be liable for negligence or
misconduct in the performance of his duty to this corporation in a
matter of substantial importance to this corporation and such
adjudication is no longer subject to direct appeal. Directors need
not be residents of the State of Florida, but must be shareholders
in this corporation.
<PAGE>
<PAGE>
Exhibit (11)
FLORIDA ROCK INDUSTRIES, INC.
COMPUTATION OF EARNINGS PER COMMON SHARE
THREE MONTHS ENDED SIX MONTHS ENDED
March 31, March 31,
1998 1997 1998 1997
Net income $ 7,324,000 6,537,000 14,690,000 14,623,000
Common shares:
Weighted average shares
outstanding during the
period - used for basic
earnings per share 18,812,806 18,362,260 18,809,275 18,478,708
Shares issuable under
stock options which are
potentially dilutive 336,715 117,930 350,846 101,518
Shares used for diluted
earnings per share 19,149,521 18,480,190 19,160,121 18,580,266
Basic earnings per
common share $.39 .36 .78 .79
Diluted earnings
per common share $.38 .35 .77 .79
<PAGE>
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<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-31-1998
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0
0
<COMMON> 1897
<OTHER-SE> 276254
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