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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED MAY 31, 1995
---------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM ......... TO ...........
COMMISSION FILE NUMBER 0-11936
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A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM
THAT OF THE ISSUER NAMED BELOW:
LAFARGE CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND ADDRESS
OF ITS PRINCIPAL EXECUTIVE OFFICE:
LAFARGE CORPORATION
11130 SUNRISE VALLEY DRIVE, SUITE 300
RESTON, VIRGINIA 22091
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TOTAL SEQUENTIALLY NUMBERED PAGES: 9
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EXHIBIT INDEX ON SEQUENTIALLY NUMBERED PAGE: 8
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REQUIRED INFORMATION
<TABLE>
<CAPTION>
Page No.
<S> <C> <C>
a) Financial Statements
Report of Independent Public Accountants 3
Statements of Financial Condition -
May 31, 1995 and 1994 4
Statements of Changes in Participants' Equity -
years ended May 31, 1995, 1994, and 1993 5
Notes to Financial Statements 6
b) Exhibits
Consent of Arthur Andersen LLP 9
</TABLE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Stock
Purchase Plan Committee has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
LAFARGE CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
By JEAN-PIERRE CLOISEAU
------------------------------------
Date: July 28, 1995 Jean-Pierre Cloiseau, member
of the Stock Purchase Plan Committee
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Report of Independent Public Accountants
To the Administrator of the Lafarge Corporation Employee Stock Purchase Plan:
We have audited the accompanying statements of financial condition of the
Lafarge Corporation Employee Stock Purchase Plan as of May 31, 1995 and 1994,
and the related statements of changes in participants' equity for each of the
three years in the period ended May 31, 1995. These financial statements are
the responsibility of the plan administrator. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by the plan administrator, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial condition of the Lafarge Corporation
Employee Stock Purchase Plan as of May 31, 1995 and 1994, and the changes in
participants' equity for each of the three years in the period ended May 31,
1995, in conformity with generally accepted accounting principles.
Washington, D.C., ARTHUR ANDERSEN LLP
July 28, 1995
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Lafarge Corporation
Employee Stock Purchase Plan
Statements of Financial Condition
<TABLE>
<CAPTION>
ASSETS May 31
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1995 1994
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<S> <C> <C>
Participant Deposits Due from Lafarge
Corporation (Note 1) $ 621,132 $ 687,516
======== ========
LIABILITIES AND PARTICIPANTS' EQUITY
- ------------------------------------
Stock Purchase Payable (Note 4) $ 614,746 $ 680,598
Residual Deposits (Note 5) 6,386 6,918
-------- --------
Total Liabilities 621,132 687,516
Participants' Equity - -
-------- --------
Total Liabilities and
Participants' Equity $ 621,132 $ 687,516
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</TABLE>
The accompanying notes are an integral part of these statements.
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Lafarge Corporation
Employee Stock Purchase Plan
Statements of Changes in Participants' Equity
<TABLE>
<CAPTION>
Years Ended May 31
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1995 1994 1993
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<S> <C> <C> <C>
Participants' Equity,
beginning of year $ - $ - $ -
Participant Deposits (Note 1) 621,132 687,516 685,903
Deposits used for Stock Purchases
(Note 4) (614,746) (680,598) (678,964)
Deposits to be Refunded or Applied
(Note 5) (6,386) (6,918) (6,939)
-------- -------- --------
Participants' Equity, end of year $ - $ - $ -
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
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Lafarge Corporation
Employee Stock Purchase Plan
Notes to Financial Statements
For the Years Ended May 31, 1995 and 1994
1. DESCRIPTION OF PLAN:
In May 1988, the stockholders of Lafarge Corporation (the "Company") approved
the adoption of the Lafarge Corporation Employee Stock Purchase Plan (the
"Plan").
Eligible employees, as defined, who become participants in the Plan
("Participants"), are granted options at the beginning of the plan year to
purchase shares of common stock of the Company through regular payroll
deductions during the plan year. Payroll deductions for each Participant are
made ratably during the option period (which coincides with the plan year
ending May 31) and are not to exceed the lesser of 5% of a Participant's annual
compensation, as defined, or $3,000.
On the last business day of each plan year, the Company uses the funds
accumulated in each Participant's withholding account in the Plan to purchase
for such Participant the largest possible number of whole shares of common
stock of the Company, subject to certain limitations set forth in the Plan.
The number of shares for which an option is granted to a Participant during the
option period and the number of shares purchased by the Company for a
Participant during the option period cannot exceed the number of shares having
an aggregate fair market value of $6,000, as determined on the first day of the
option period.
The common stock purchase price to the Participant is the lower of 90% of the
fair market value, as defined, of the shares at either the beginning or end of
the plan year.
The Plan is administered by a committee consisting of three or more employees
of the Company appointed by the Company's Board of Directors.
2. PARTICIPANT AND PLAN TERMINATIONS:
Upon termination from the Plan or cancellation of a Participant's option, the
balance of a Participant's withholding account is returned to the Participant.
Subject to the right of the Board of Directors to terminate the Plan prior
thereto, the Plan will terminate when all or substantially all of the Company's
one million shares of common stock reserved for purposes of the Plan has been
purchased. No termination or amendment of the Plan will adversely affect the
rights of a Participant under an option, except with the consent of the
Participant.
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3. ACCOUNTING POLICY:
The accompanying financial statements have been prepared on the accrual basis
of accounting.
4. STOCK PURCHASE PAYABLE:
As of May 31, 1995 and 1994, the Plan was obligated to purchase 35,715 and
44,813 shares respectively, of the Company's common stock for Participants.
The market value of the Company's common stock on May 31, 1995, and June 1,
1994, was $19.125 per share and $21.625 per share and on May 31, 1994, and June
1, 1993, was $21.75 per share and $16.875 per share, respectively. Common
stock acquired in connection with the plan years ended May 31, 1995 and 1994,
was issued and distributed directly to Participants in July 1995 and July 1994,
respectively.
5. RESIDUAL DEPOSITS:
No fractional shares are issued upon exercise of an option. Any residual
deposits remaining in the Participant's withholding account following exercise
of an option will be returned to the Participant, except those representing
fractional shares of common stock which will be retained in the withholding
account and applied to the next plan year.
6. INCOME AND EXPENSES:
All expenses of the Plan are paid on behalf of the Plan by the Company. The
Company is not required to, and does not, pay interest on amounts held in
withholding accounts for Participants in the Plan.
7. PLAN STATUS:
The Plan is designed to qualify as an "employee stock purchase plan" under
Section 423 of the Internal Revenue Code, and therefore, options issued under
the Plan and stock transferred upon exercise of the options will be eligible
for special tax treatment.
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INDEX TO EXHIBITS
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<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
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<S> <C> <C>
4.1 Lafarge Corporation Employee Stock Purchase Plan (incorporated by
reference to Exhibit 4.1 to the Registration Statement on Form S-8
(Registration No. 33-20865) of Lafarge Corporation and the Plan, filed
with the Securities and Exchange Commission on March 28, 1988).
4.2 Payroll Deduction Authorization for use in connection with the Lafarge
Corporation Employee Stock Purchase Plan (incorporated by reference to
Exhibit 4.2 to the Registration Statement on Form S-8 (Registration No.
33-20865) of Lafarge Corporation and the Plan, filed with the
Securities and Exchange Commission on March 28, 1988).
4.3 Summary Plan Description of Lafarge Corporation Employee Stock Purchase
Plan (incorporated by reference to Exhibit 4.3 to the Registration
Statement on Form S-8 (Registration No. 33-20865) of Lafarge
Corporation and the Plan, filed with the Securities and Exchange
Commission on March 28, 1988).
23 Consent of Arthur Andersen LLP* 9
</TABLE>
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* Filed herewith.
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EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 11-K into the Lafarge Corporation Employee
Stock Purchase Plan, previously filed Registration Statement on Form S-8, File
No. 33-20865.
Washington, D.C., ARTHUR ANDERSEN LLP
July 28, 1995
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