<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 June 30, 2000
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 August 1, 2000: 18,554,459 shares of $.10 par value
common stock.
FLORIDA ROCK INDUSTRIES, INC.
CONSOLIDATED CONDENSED BALANCE SHEET
(In thousands)
(Unaudited)
June 30, September 30,
2000 1999
ASSETS
Current assets:
Cash and cash equivalents $ 3,170 3,726
Accounts and notes receivable, less
allowance for doubtful accounts of
$1,974 ($1,525 at September 30, 1999) 90,451 75,386
Inventories 31,592 23,634
Assets held for sale 0 15,591
Prepaid expenses and other 4,214 4,128
Total current assets 129,427 122,465
Other assets 27,793 14,822
Goodwill at cost less accumulated amortization
of $6,159 ($4,905 at September 30, 1999) 50,131 46,964
Property, plant and equipment, at cost:
Land 144,427 139,678
Plant and equipment 644,880 498,944
Construction in process 50,069 110,555
839,376 749,177
Less accumulated depreciation,
depletion and amortization 355,100 329,260
Net property, plant and equipment 484,276 419,917
$ 691,627 604,168
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term notes payable to banks $ 30,800 33,502
Accounts payable 34,541 41,590
Dividends payable 1,853 1,890
Accrued income taxes 4,423 911
Accrued payroll and benefits 15,880 15,098
Accrued insurance reserve 4,415 2,493
Accrued liabilities, other 9,570 9,771
Long-term debt due within one year 1,027 2,311
Total current liabilities 102,509 107,566
Long-term debt 153,395 96,989
Deferred income taxes 34,594 31,898
Accrued employee benefits 15,009 14,019
Long-term accrued insurance reserves 7,188 7,188
Other accrued liabilities 8,152 8,250
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 17,708 18,249
Retained earnings 365,178 321,832
Less cost of treasury stock, 420,159
shares (109,228 shares at September, 1999) (14,003) (3,720)
Total stockholders' equity 370,780 338,258
$ 691,627 604,168
See accompanying notes.
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FLORIDA ROCK INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENT OF INCOME
(In thousands except per share amounts)
(Unaudited)
Three Months ended Nine Months ended
June 30, June 30,
2000 1999 2000 1999
Net sales $170,868 152,257 477,747 429,459
Cost of sales 125,537 115,851 367,739 331,559
Gross profit 45,331 36,406 110,008 97,900
Selling, general and administrative expense:
Selling, general and administrative 17,154 13,712 47,694 39,661
System upgrades/Year 2000 costs - 1,143 1,150 4,538
Total selling, general and
administrative 17,154 14,855 48,844 44,199
Operating profit 28,177 21,551 61,164 53,701
Interest expense (2,554) (300) (5,394) (308)
Interest income 107 53 310 283
Settlement of interest rate hedge
agreements - - - (4,214)
Other income, net 1,407 93 19,419 2,453
Income before income taxes 27,137 21,397 75,499 51,915
Provision for income taxes 9,559 7,534 26,579 18,273
Net income $ 17,578 13,863 48,920 33,642
Earnings per share:
Basic $.95 .74 2.63 1.78
Diluted $.93 .72 2.58 1.75
Cash dividends per common share $ .10 .125 .30 .25
Weighted average shares used
in computing earnings per share:
Basic 18,539 18,838 18,602 18,849
Diluted 18,911 19,290 18,975 19,263
See accompanying notes.
<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED JUNE 30, 2000 AND 1999
(In thousands)
(Unaudited)
2000 1999
Cash flows from operating activities:
Net income $48,920 33,642
Adjustments to reconcile net income to net
cash provided from operating activities:
Depreciation, depletion and amortization 36,657 27,546
Net changes in operating assets and
liabilities excluding working capital acquired:
Accounts receivable (11,724) (3,555)
Inventories (5,807) 2,259
Prepaid expenses and other (1,843) 655
Accounts payable and accrued liabilities 489 (27)
Increase in deferred income taxes 2,796 832
Gain on disposition of property, plant and
equipment and assets held for sale, net (18,898) (2,061)
Other, net 553 532
Net cash provided by operating activities 51,143 59,823
Cash flows from investing activities:
Purchase of property, plant and equipment (80,644) (78,921)
Proceeds from the sale of property, plant and
equipment 3,839 3,705
Additions to other assets (14,311) (3,485)
Business acquisitions, net of cash acquired (29,870) (90,531)
Proceeds from the disposition of other assets 33,766 -
Collections of notes receivable 16 51
Net cash used in investing activities (87,204) (169,181)
Cash flows from financing activities:
Proceeds from issuance of long-term debt 133,736 75,000
Net increase (decrease) short-term debt (2,702) 40,629
Repayment of long-term debt (79,094) (3,066)
Payment of dividends (5,611) (2,357)
Exercise of employee stock options 1,273 3,278
Repurchase of Company stock (12,097) (4,029)
Net cash provided by financing activities 35,505 109,455
Net increase(decrease) in cash and cash equivalents (556) 97
Cash and cash equivalents at beginning of year 3,726 4,457
Cash and cash equivalents at end of period $ 3,170 4,554
See accompanying notes.
<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2000
(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 three and nine months ended June
30, 2000, are not necessarily indicative of the results that may be
expected for the fiscal year ended September 30, 2000. 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, 1999.
(2) Inventories
Inventories consisted of the following (in thousands):
June 30, September 30,
2000 1999
Finished products $ 21,333 18,717
Raw materials 5,448 4,093
Work in progress 1,720 -
Parts and supplies 3,091 824
$ 31,592 23,634
(3) Debt
On June 28, 2000, the Company entered into a new $200,000,000
revolving credit facility, which is syndicated through a group of five
commercial banks. The credit facility consists of a five-year
unsecured revolving credit agreement that expires on June 28, 2005.
Interest is payable at market rates plus applicable margins. A
commitment fee is paid on the unused portion of the total credit. At
June 30, 2000, $125,000,000 was outstanding under the credit agreement
and classified as long-term debt.
The credit agreement contains financial covenants requiring the
Company to maintain certain debt to total capitalization and interest
coverage ratios. In addition, the convenants restrict the Company's
activities regarding investments, leasing and borrowing and payment of
dividends. At June 30, 2000, the Company was in compliance with all
covenants contained in the credit agreement.
(4) Interest Rate Hedge Agreements
In anticipation of obtaining a financing commitment to provide
capital for various projects and equipment, the Company entered into
interest rate hedge agreements for a notional amount of $70,000,000
with a settlement date of December 31, 1998 in an attempt to manage
the interest rate risk associated with securing a long-term fixed
rate at a future date. A number of factors were taken into account
with respect to the specific timing associated with securing a firm
financing commitment. Among those was the timing associated with
management's expectations of when the cash is required for the
capital outlays. The Company originally anticipated a firm financing
commitment would be arranged with a private placement offering during
the first or second quarter of fiscal 1999.
On December 31, 1998, the Company settled the agreements pursuant to
the contracts and on January 4, 1999 made a payment of $4,214,000.
As a result of changed capital requirements, improved cash flow and
adequate existing credit availability, management decided not to
pursue a commitment for long-term financing. Accordingly, the
settlement cost was expensed in the first quarter of fiscal 1999.
(5) Acquisitions
On June 1, 1999, the Company completed the acquisition of all of the
common stock of Harper Brothers, Inc. and Commercial Testing, Inc.
("Harper") located in Ft. Myers, Florida for $87 million in cash. On
July 2, 1999, the Company sold the fixed assets of Harper's highway
and heavy construction operations for $13.1 million in cash. The
Company retained and collected the working capital of the highway and
heavy construction business. The Company is subject to final
judgment entered on October 13, 1999, by the United States District
Court, Middle District of Florida, in an action brought by the United
States, requiring the Company to divest itself of Harper's sand mine
and the Company's quarry operations in Ft. Myers. On December 3,
1999, the Company sold these assets for $33,766,000 in cash and
recorded a pre-tax gain on the sale of the Company's quarry
operations of $17,406,000 which is included in other income.
On June 11, 1999 the Company acquired all of the common stock of
Custom, LTD for $5,800,000 in cash.
These acquisitions were accounted for under purchase accounting with
the purchase price allocated to the acquired assets and assumed
liabilities based on estimated fair market values. The assets of
Harper that were sold were recorded at sales prices. The excess of
the purchase price over the fair market value of the assets acquired
and liabilities assumed amounted to $37,816,000 and is being
amortized over 20 to 30 years.
The results of operations of these acquisitions since the date of
acquisition are included in the consolidated results of operations of
the Company. If the Company had acquired these companies on October
1, 1998, the proforma results of operation of the Company for the
three months and nine months ended June 30, 1999 would have been:
Three Months ended Nine Months ended
June 30, June 30,
1999 1999
Net sales $158,182 447,984
Net income $ 14,048 34,449
Earnings per share:
Basic $ .75 1.83
Diluted $ .73 1.74
On June 9, 2000, the Company completed the purchase of the concrete,
block and sand operations of privately held Southern Concrete
Construction Company located in Albany, Georgia for $24.7 million in
cash. The transaction includes the acquisition of eleven ready-mix
concrete plants in southwest Georgia and one in Tallahassee, Florida,
two concrete block plants and two sand mines in southwest Georgia.
The purchase was accounted for under the purchase accounting with the
purchase price allocated to the acquired assets and assumed
liabilities based on estimated fair market values. The excess of the
purchase price over the fair market value of the assets acquired and
liabilities assumed amounted to $5,000,000 and is being amortized over
10 to 20 years. The results of operations of this acquisition since
June 9, 2000 are included in the consolidated results of operations of
the Company. The effect on the Company's results of operations for
the three months and nine months ended June 30, 2000, was not material
and as a result no proforma information is provided.
(6) Business Segments
The Company has identified three business segments, each of which is
managed separately along product lines. All the Company's
operations are in the southeastern and mid-Atlantic states. The
Aggregates segment mines, processes and sells construction
aggregates. The Concrete products segment produces and sells
ready-mix concrete and other concrete products. The Cement and
Calcium products segment currently produces and sells calcium
products to customers in Florida. In late December 1999, the cement
plant was completed and it began production.
Operating results and certain other financial data for Company's
business segments are as follows (in thousands):
Three Months ended Nine Months ended
June 30, June 30,
2000 1999 2000 1999
Revenue
Aggregates $ 62,548 56,220 175,406 156,557
Concrete 119,026 104,905 333,627 299,067
Cement and calcium 9,120 950 13,490 2,622
Intersegment sales (19,826) ( 9,818) (44,776) (28,787)
Total revenues $170,868 152,257 477,747 429,459
Operating profit(a)
Aggregates $ 17,412 12,336 38,615 30,649
Concrete products 13,205 13,531 34,115 36,277
Cement and calcium 1,793 52 1,063 249
Corporate overhead (4,233) (4,368) (12,629) (13,474)
Total operating profit $ 28,177 21,551 61,164 53,701
Identifiable assets, at
quarter end
Aggregates 302,699 315,711
Concrete 223,647 159,957
Cement and calcium 117,357 95,969
Unallocated corporate
assets 36,687 24,933
Cash items 3,170 4,554
Investments in
affiliates 8,067 1,062
Total identifiable
assets 691,627 602,186
(a)Operating profit is earnings before interest expense, interest
income, other income and income taxes.
(7) Supplemental Disclosures of Cash Flow Information
Cash paid during the nine months ended June 30, 2000 and 1999
for certain expense items are (in thousands):
2000 1999
Interest expense, net of
amount capitalized $ 5,665 8
Income taxes $19,878 13,518
The following schedule summarizes noncash investing and financing
activities for the nine months ended June 30, 2000 and 1999
(in thousands):
2000 1999
Additions to property, plant
and equipment from:
Exchanges $ 55 472
Issuance of debt 480 -
Using escrow cash included
in other assets $ 822 4,959
(8) Legal Proceedings
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 15 to the
consolidated financial statements included in the Company's
1999 Annual Report to stockholders and Item 3 "Legal
Proceedings" of the Company's Form 10-K for fiscal 1999, and
such information is incorporated herein by reference.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Operating Results
For the third quarter of fiscal 2000, ended June 30, 2000, consolidated
net sales increased 12.2% to $170,868,000 from $152,257,000 in the same
quarter last year. For the nine months of fiscal 2000, consolidated net
sales increased 11.2% to $477,747,000 from $429,459,000 last year. The
increase in sales was primarily attributable to higher volumes and
favorable year over year pricing trends in major product lines. In
addition, revenues from acquisitions, net of divestures, accounted for
a portion of the increase. Strong construction activity in both the
private and public sector continues to generate a high level of demand
and favorable market conditions in the Company's markets.
Gross profit for the third quarter increased 24.5% to $45,331,000 from
$36,406,000 last year. For the first nine months of 2000, gross profit
increased 12.4% to $110,008,000 from $97,900,000 last year. The
increase in gross profit was primarily attributed to higher sales levels
and modest price increases despite increasing fuel costs and higher
costs related to concrete sales. Gross profit margin for the third
quarter increased to 26.5% from 23.9% and for the nine months increased
to 23.0% from 22.8% last year.
Selling, general and administrative expense excluding system upgrades
increased 25.1% for the third quarter and 20.3% for the nine months.
The increase was primarily attributable to increased profit sharing
expense that is linked to profitability, higher depreciation,
amortization of goodwill and additional administrative costs associated
with the Company's acquisitions. Selling, general and administrative
expense excluding system upgrades for the third quarter increased to
10.0% of sales from 9.0% last year and for the nine months increased to
10.0% from 9.2% last year. System upgrades/Year 2000 costs totaled
$1,150,000 for the nine months of 2000. These costs were $1,143,000 for
the third quarter and $4,538,000 for nine months of 1999.
Interest expense for the third quarter increased to $2,554,000 from
$300,000 and for the nine months increased to $5,394,000 from $308,000
last year. These increases were due primarily to increased borrowing
as a result of capital expenditures and acquisitions, an increase in the
average interest rate and a decrease in the amount of interest
capitalized. For the third quarter of fiscal 2000, no interest was
capitalized versus $864,000 last year. For the nine months of 2000,
interest capitalized was $1,327,000 versus $2,093,000 last year.
As discussed in Note 4, the Company expensed during the first quarter
of fiscal 1999 $4,214,000 in conjunction with interest rate hedge
agreements. Other income for the third quarter of 2000 was $1,407,000
as compared to $93,000 last year. The third quarter of 2000 includes
income of $868,000 on the sale of real estate. Other income for the
nine months of 2000 was $19,419,000 as compared to $2,453,000. Included
in other income for the first nine months of 2000 is $17,406,000 as a
result of the sale of the Ft. Myers quarry as discussed in Note 4 and
$868,000 from the sale of real estate. For the nine months of 1999
other income included $1,177,000 from the sale of real estate and
$805,000 of income from a settlement of a class action lawsuit.
Summary and Outlook. Despite evidence of a slowing economy and leveling
or slight decline in residential construction, demand continues to be
healthy across all the company's markets. The Senate and House have
now passed versions of the transportation bill for fiscal 2001, which
increases highway spending by 7%. Absent adverse weather conditions
or significant deterioration in current economic conditions, the Company
should continue to benefit from positive pricing for aggregates and
strong demand for all core product lines for the remainder of the year.
While the cement plant is currently performing below maximum
expectations because of start up, cement sales are expected to continue
to make an improved contribution to earnings in the coming quarter.
Financial Condition
The Company continues to maintain its sound financial condition and
relies upon internally generated cash flow as well as access to funds
available under existing credit facilities to meet its liquidity
requirements and fund its operations and capital requirements. On June
28, 2000, the Company entered into a $200 million five year credit
agreement (see Note 3). This credit facility replace a $75 million
credit facility and $50 million 364 day credit facility. At June 30,
2000, $125 million was outstanding under the new credit facility.
Based on current expectations, management believes that its internally
generated cash flow and access to existing credit facilities are
sufficient to meet the liquidity requirements necessary to fund
operations, capital requirements, debt service and future dividend
payments. It may be necessary to obtain additional levels of financing
in the event opportunities arise for the Company to make a strategic
acquisition.
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 in Item 3 "Legal
Proceedings" of the Company's Form 10-K for fiscal 1999 and such
information is incorporated herein by reference.
Cement Plant. Construction of the plant has been completed and
production began in the first half of the fiscal year. The plant is
capable of running and producing 100% of its permitted capacity. See
the Company's Form 10-K for fiscal 1999 and Form 10-Q for the quarter
ended March 31, 2000 for a history of zoning, environmental and
permitting matters.
Forward-Looking Statements. Certain matters discussed in this report
contain forward-looking statements that are subject to risks and
uncertainties that could cause actual results to differ materially from
those indicated by such forward-looking statements. These
forward-looking statements relate to, among other things, capital
expenditures, liquidity, capital resources, competition 2000 and may be
indicated by words or phrases such as "anticipate," "estimate," "plans,"
"project," "continuing," "ongoing," "expects," "management believes,"
"the Company believes," "the Company intends" and similar words or
phrases. The following factors are among the principal factors that
could cause actual results to differ materially from the forward-looking
statements: availability and terms of financing; the weather;
competition; levels of construction activity in the Company's markets;
fuel costs; transportation costs; inflation; quality and quantities of
the Company's aggregates reserves; and management's ability to determine
appropriate sales mix, plant location and capacity utilization.
QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to the disclosure made in the Form
10-K for the fiscal year ended September 30, 1999 on this matter.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Note 12 to the consolidated financial statements included in the Company's 1999
Annual Report to stockholders, and Item 3 "Legal Proceedings" of the Company's
Form 10-K for fiscal 1999 are incorporated herein by reference.
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 13 of this Form 10-Q.
(b) Reports on Form 8-K. During the three months ended June 30, 2000, no
reports on Form 8-K were filed.
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.
August 8, 2000 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, Administration
and Chief Accounting Officer
<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000
EXHIBIT INDEX
(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.
(2)(b) Stock Purchase Agreement, dated as of May 21, 1999 by
and between Daniel K. Harper, Quinton B. McNew, the
Company and Harper Bros., Inc. Previously, filed as
Exhibit 2.1 to the Company's Form 8-K dated June 1,
1999. 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 the
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 the State of Florida on February 4,
1998. Previously filed with Form 10-Q for the
quarter ended March 31, 1998. File No. 1-7159.
(3)(a)(5) Amendment to the Articles of Incorporation of
Florida Rock Industries, Inc. filed with the
Secretary of the State of Florida on May 5, 1999.
File No. 1-7159.
(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. Previously filed
with Form 10-Q for the quarter ended March 31, 1998.
File No.1-7159.
(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) Credit Agreement dated as of June 28, 2000 among
Florida Rock Industries, Inc.; First Union National
Bank; Bank of America, N.A.; SunTrust Bank; and
First Union Securities, Inc.
(4)(d) 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.
(4)(e) Rights Agreements, dated as of May 5, 1999 between
the Company and First Union National Bank.
Previously, filed as Exhibit 4 to the Company's Form
8-K dated May 5, 1999. File No.1-7159.
(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.
(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.
(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 Date Schedule
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