<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 1998
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
LAFARGE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
MARYLAND 58-1290226
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
11130 SUNRISE VALLEY DRIVE, SUITE 300
RESTON, VIRGINIA 20191
(703) 264-3600
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
---------------------
LARRY J. WAISANEN
EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
11130 SUNRISE VALLEY DRIVE, SUITE 300
RESTON, VIRGINIA 20191
(703) 264-3600
(Name, address, including zip code, and telephone number, including area code,
of Registrant's agent for service)
---------------------
Copies of Communication to:
<TABLE>
<S> <C>
PETER A. LODWICK, ESQ. ROBERT B. WILLIAMS, ESQ.
THOMPSON & KNIGHT, P.C. MILBANK, TWEED, HADLEY & MCCLOY
1700 PACIFIC, SUITE 3300 ONE CHASE MANHATTAN PLAZA
DALLAS, TEXAS 75201 NEW YORK, NEW YORK 10005
(214) 969-1700 (212) 530-5000
</TABLE>
---------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED PRICE REGISTRATION FEE(1)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Debt Securities............................................ $650,000,000 $191,750
==========================================================================================================
</TABLE>
(1) Calculated in accordance with Rule 457(o) under the Securities Act of 1933,
as amended.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JUNE 19, 1998
PROSPECTUS
, 1998
$650,000,000
LAFARGE CORPORATION
$ % SENIOR NOTES DUE 2005
$ % SENIOR NOTES DUE 2008
$ % SENIOR NOTES DUE 2013
The Senior Notes of each series (collectively, the "Notes") are being
offered by Lafarge Corporation, a Maryland corporation. Interest on the Notes is
payable semi-annually on June 15 and December 15 of each year commencing on
December 15, 1998. The Notes constitute senior and unsecured obligations of the
Company, ranking pari passu in right of payment with all other senior and
unsecured obligations of the Company. See "Description of Notes -- General."
The Notes may be redeemed as a whole or in part at the option of the Company
at any time, at a redemption price equal to the greater of (i) 100% of the
principal amount thereof or (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to such
redemption date on a semiannual basis at the Treasury Rate (as defined herein)
plus basis points, plus in either case accrued and unpaid interest
on the principal amount being redeemed to the date of redemption. See
"Description of Notes -- Redemption Provisions." The Notes are not subject to
any sinking fund.
The Notes of each series will be represented by a Book-Entry Note registered
in the name of the nominee of The Depository Trust Company, which will act as
securities depositary. Beneficial interests in a Book-Entry Note will be shown
on, and transfers thereof will be effected only through, records maintained by
The Depository Trust Company and its direct and indirect participants. Except as
described herein, the Notes will not be issued in definitive form. See
"Description of Notes -- Book-Entry Notes."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
PRICE UNDERWRITING PROCEEDS
TO THE DISCOUNTS AND TO THE
PUBLIC(1) COMMISSIONS(2) COMPANY(3)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per % Senior Note due 2005.............. % % %
Total........................................ $ $ $
- ---------------------------------------------------------------------------------------------------------------------
Per % Senior Note due 2008.............. % % %
Total........................................ $ $ $
- ---------------------------------------------------------------------------------------------------------------------
Per % Senior Note due 2013.............. % % %
Total........................................ $ $ $
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest, if any, from the date of issuance.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(3) Before deducting expenses payable by the Company estimated at $ .
The Notes are offered by the several Underwriters, subject to prior sale,
when, as and if delivered to and accepted by them, subject to certain
conditions, including their rights to withdraw, cancel or reject orders in whole
or in part. It is expected that delivery of the Notes will be made in New York,
New York, on or about , 1998, in book-entry form through the
facilities of The Depository Trust Company against payment therefor in
immediately available funds.
Joint Lead Managers
DONALDSON, LUFKIN & JENRETTE SBC WARBURG DILLON READ INC.
SECURITIES CORPORATION
--------------------------------------------
CITICORP SECURITIES, INC.
<PAGE> 3
[Map of the Company's cement plants and construction materials operations]
THE UNDERWRITERS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICES OF THE NOTES IN THE OPEN
MARKET. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
2
<PAGE> 4
AVAILABLE INFORMATION
Lafarge Corporation, a Maryland corporation (the "Company" or "Lafarge"),
is subject to the information requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information filed by the Company with the Commission can be inspected and copied
at the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
following Regional Offices of the Commission: Chicago Regional Office, Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and
New York Regional Office, Seven World Trade Center, Suite 1300, New York, New
York 10048. Copies of such material can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, reports, proxy statements and other information
concerning the Company can be inspected at the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, The Toronto Stock Exchange, Exchange Tower, 2
First Canadian Place, Toronto, Ontario, Canada M5X 1J2 and the Montreal
Exchange, Stock Exchange Tower, 800 Victoria Square, Montreal, Quebec, Canada
H4Z 1A9.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company with the Commission under the Securities Act of
1933, as amended (the "Securities Act"). This Prospectus omits certain of the
information contained in the Registration Statement in accordance with the rules
and regulations of the Commission. Reference is hereby made to the Registration
Statement and exhibits thereto for further information with respect to the
Company and the securities offered hereby. Any statements contained herein
concerning the provisions of any document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission are not
necessarily complete, and in each instance reference is made to the copy of such
document so filed. Each such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission under the
Exchange Act (File No. 0-11936) are incorporated by reference in this
Prospectus:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1997;
(b) the Company's Quarterly Report on Form 10-Q for the three months
ended March 31, 1998;
(c) Proxy Statement dated March 23, 1998, relating to the 1998 annual
meeting of stockholders of the Company; and
(d) the Company's Current Report on Form 8-K dated June 3, 1998.
All documents filed by the Company pursuant to Section 13(a), 14 or 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Notes pursuant hereto shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such document. Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the documents that are incorporated by reference in this
Prospectus (other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents). Requests should be
directed to Mr. David C. Jones, Vice President -- Legal Affairs and Corporate
Secretary, Lafarge Corporation, 11130 Sunrise Valley Drive, Suite 300, Reston,
Virginia 20191, telephone number (703) 264-3600. Such requests may also be
directed to Mr. Alain Fredette, Secretary, Lafarge Canada Inc., 606 Cathcart
Street, Montreal, Quebec H3B 1L7, telephone number (514) 861-1411.
3
<PAGE> 5
THE COMPANY
The Company, one of the largest producers of cement and construction
materials in North America, produces and sells cement, aggregates, ready-mixed
concrete and other concrete products, gypsum wallboard and other construction
materials in the United States and Canada. Canadian operations are conducted by
Lafarge Canada Inc. ("Lafarge Canada"), the Company's Canadian subsidiary. In
the United States, the Company is the third largest producer of cement by
clinker production capacity and, including the recently acquired Redland
Operations (as defined below), the fourth largest producer of aggregates. In
Canada, the Company is the largest producer of cement by clinker production
capacity and one of the largest producers of aggregates, ready-mixed concrete
and other concrete products. The rated annual clinker production capacity of the
Company's 14 cement manufacturing plants is approximately 11.7 million tons,
with approximately 6.5 million tons of capacity in the United States and
approximately 5.2 million tons of capacity in Canada. In 1997, the Company
shipped 13 million tons of cement and, on a pro forma basis giving effect to the
acquisition of the Redland Operations, shipped 75 million tons of aggregates and
10 million cubic yards of ready-mixed concrete. In September 1996, the Company
entered the gypsum wallboard business by acquiring manufacturing facilities
located in Buchanan, New York and Wilmington, Delaware, with a combined rated
annual capacity of 700 million square feet of wallboard. The Company supplies a
full line of gypsum wallboard products used in residential and commercial
construction as well as remodeling and repair. The Company is also engaged in
road building and other construction using many of its own products. On a pro
forma basis, after giving effect to the acquisition of the Redland Operations,
the Company had revenues of approximately $2.4 billion for the twelve months
ended March 31, 1998.
Since the early 1990's, the Company has implemented an operating strategy
with the objective of increasing the profitability of existing operations while
pursuing opportunities to increase both revenue and cash flow. Actions taken by
management include: (i) repositioning the Company's asset portfolio to optimize
its competitive position in strategic markets, including the disposition of
non-strategic assets, (ii) entering new business areas such as gypsum wallboard
manufacturing and (iii) lowering production, transportation and overhead costs
and increasing productivity.
Currently, the Company seeks to:
- Achieve and maintain leading positions in targeted markets;
- Improve operational efficiencies and increase customer focus to become
the low cost supplier of choice for its customers;
- Invest in existing operations and acquire strategic assets that meet the
Company's investment criteria; and
- Maintain a flexible financial structure in order to capitalize on
attractive strategic opportunities.
Approximately 52% of the Company's outstanding voting securities are owned
by Lafarge S.A., a French corporation, and certain of its affiliates ("Lafarge
S.A."). Lafarge S.A., with 1997 sales of approximately $7.2 billion, is a world
leader in building materials active in 60 countries around the world.
The Company was incorporated under the laws of the State of Maryland in
1977. Its principal executive offices are located at 11130 Sunrise Valley Drive,
Suite 300, Reston, Virginia 20191 and its telephone number at these offices is
(703) 264-3600. Unless otherwise indicated or the context requires otherwise,
the "Company" and "Lafarge" refer to Lafarge Corporation and its subsidiaries
and predecessors, and information regarding the Company's business and
operations included in this Prospectus gives effect to the acquisition of the
Redland Operations. See "Business -- Redland Acquisition."
4
<PAGE> 6
RECENT DEVELOPMENTS
On June 3, 1998, the Company acquired from Lafarge S.A. certain
construction materials operations in North America (collectively, the "Redland
Operations") formerly owned by Redland Aggregates North America ("Redland") and
operated by Denver-based Western Mobile Inc. ("Western Mobile"), Redland Genstar
Inc. of Towson, Maryland ("Redland Genstar") and Redland Quarries Inc. of
Hamilton, Ontario ("Redland Quarries"). Lafarge S.A. acquired the Redland
Operations in December 1997 as part of its acquisition of the British
construction materials firm Redland PLC. The purchase price paid by the Company
for the Redland Operations, free of debt, was $690 million, subject to working
capital adjustments. The U.S. operations were acquired pursuant to a stock
purchase agreement among the Company, Lafarge S.A. and Redland International
Limited, providing for the acquisition of the stock of Redland, Inc. The
Canadian operations were acquired pursuant to an asset acquisition agreement
among Lafarge Canada, Lafarge S.A. and Redland Quarries Inc. The Company intends
to use the proceeds of the offering of the Notes (the "Offering") to finance the
acquisition of the Redland Operations located in the United States. The purchase
price for the Canadian portion of the Redland Operations, approximately $40
million, was paid by Lafarge Canada from available cash.
The Redland Operations, which include 64 aggregates operations, 34
ready-mixed concrete plants and 29 asphalt plants, had revenues of approximately
$517.1 million for the year ended December 31, 1997. In 1997, the Redland
Operations shipped approximately 32 million tons of aggregates, approximately
two million cubic yards of ready-mixed concrete and approximately six million
tons of asphalt. Unless otherwise indicated, all information set forth below
relating to the operations and business of the Company includes the Redland
Operations.
USE OF PROCEEDS
The proceeds to the Company from the sale of the Notes in the Offering,
after deducting underwriting discounts and commissions and estimated offering
expenses, are estimated to be $ .
The net proceeds of the Offering, together with cash flow from operations,
are expected to be used to repay $650 million of outstanding indebtedness under
a short-term note between the Company and Lafarge S.A. (the "Bridge Note")
funded June 3, 1998, which was entered into by the Company to finance, on an
interim basis, the acquisition of the Redland Operations located in the United
States. See "Recent Developments." The Bridge Note accrues interest at the
London Interbank Offered Rate ("LIBOR") plus 30 basis points, has a maturity
date of December 31, 1998 and may be prepaid at any time without penalty.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's consolidated ratio of earnings
to fixed charges prior to the acquisition of the Redland Operations for the
periods shown:
<TABLE>
<CAPTION>
THREE MONTHS LTM(3)
ENDED ---------
YEARS ENDED DECEMBER 31, MARCH 31,(2) ENDED
-------------------------------- ------------- MARCH 31,
1993 1994 1995 1996 1997 1997 1998 1998
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed
charges(1).................. 1.56 3.63 5.96 8.29 12.55 -- -- 13.48
</TABLE>
- ------------------------------
(1) The Company's consolidated ratio of earnings to fixed charges was computed
by dividing earnings by fixed charges. For this purpose, earnings are the
sum of income (loss) from continuing operations before income taxes and
fixed charges, excluding capitalized interest. Fixed charges are interest,
whether expensed or capitalized, amortization of debt expense and discount
or premium relating to indebtedness, whether expensed or capitalized, and
such portion of rental expense that can be demonstrated to be representative
of the interest factor in the particular case.
(2) Due to seasonality, the deficiency of earnings to fixed charges for the
three months ended March 31, 1997 and 1998 was $42.2 million and $35.4
million, respectively.
(3) Last twelve months.
5
<PAGE> 7
ACCOUNTING EFFECTS OF THE ACQUISITION
Lafarge S.A., the majority shareholder of the Company, is the owner of
Redland PLC. As a result, generally accepted accounting principles require that
the acquisition of the Redland Operations by the Company be accounted for in a
manner similar to a pooling of interests. Following the release of second
quarter results, the Company will report the net assets of the Redland
Operations at the historical cost of Lafarge S.A. retroactive to December 31,
1997. Lafarge S.A. acquired Redland PLC in December 1997 and accounted for the
transaction using the purchase method. As such, Lafarge S.A.'s historical cost
basis of the net assets acquired by the Company reflects the allocation of the
purchase price to the net assets and goodwill. Similarly, results of operations
of the Redland Operations will be combined with the Company's results, for
reporting purposes, beginning January 1, 1998. As the post-combination results
of the Redland Operations have not yet been reported, supplemental financial
information has been incorporated by reference herein from the Company's Current
Report on Form 8-K dated June 3, 1998 to show the impact of combining the
Redland Operations with the Company for the year ended December 31, 1997 and for
the quarter ended March 31, 1998.
CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Prospectus, including the documents incorporated by reference herein,
includes "forward-looking" statements based upon current expectations that
involve a number of business risks and uncertainties. The Company desires to
take advantage of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 and is including this statement for the express
purpose of availing itself of the protections of the safe harbor with respect to
all forward-looking statements. Several important factors, in addition to the
specific factors discussed in connection with such forward-looking statements
individually, could affect the future results of the Company and could cause
those results to differ materially from those expressed in the forward-looking
statements contained herein.
Such additional factors include, among other things, national and regional
economic conditions, levels of construction spending in major markets,
supply/demand structure of the industry, unfavorable weather conditions during
peak construction periods and changes in environmental regulations, all of which
are difficult or impossible to predict accurately and many of which are beyond
the control of the Company. Therefore, the Company cautions each reader of this
Prospectus to consider carefully these factors as well as the specific factors
discussed with each forward-looking statement in this Prospectus and as
disclosed in the Company's periodic reports filed with the Commission as such
factors, in some cases, have affected, and in the future (together with other
factors) could affect, the ability of the Company to implement its business
strategy and may cause actual results to differ materially from those
contemplated by the statements expressed herein and therein.
6
<PAGE> 8
CAPITALIZATION
The following table sets forth the unaudited capitalization of the Company
as of March 31, 1998, on a historical basis and as adjusted to give effect to
the sale of the Notes in the Offering and the application of the net proceeds
therefrom as described in "Use of Proceeds." This information should be read in
conjunction with the audited consolidated financial statements of the Company
and the related notes included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1997, Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998 and Current Report on Form 8-K dated June 3, 1998,
incorporated by reference herein.
<TABLE>
<CAPTION>
AS OF MARCH 31, 1998
------------------------
AS
ACTUAL ADJUSTED(1)
---------- -----------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
Cash, cash equivalents and short-term investments........... $ 285,424 $ 241,123
========== ==========
Short-term debt:
Short-term borrowings and current portion of long-term
debt.................................................. $ 71,643 $ 71,643
Long-term debt:
Long-term debt......................................... 121,327 124,233
Senior Notes........................................... -- 650,000
---------- ----------
Total long-term debt.............................. 121,327 774,233
Shareholder's equity:
Common Stock, $1.00 par value, 110,100,000 shares
authorized, 66,300,000 shares issued and
outstanding........................................... 66,276 66,276
Exchangeable shares, no par value, 24,300,000 shares
authorized, 5,500,000 shares issued and outstanding... 39,494 39,494
Additional paid-in capital............................. 656,994 666,975
Retained earnings...................................... 556,629 545,042
Foreign currency translation adjustments............... (91,414) (90,912)
---------- ----------
Total shareholders' equity........................ 1,227,979 1,226,875
---------- ----------
Total capitalization........................................ $1,420,949 $2,072,751
========== ==========
</TABLE>
- ------------------------------
(1) Gives effect to the acquisition of the Redland Operations on a pro forma
basis, including the payment of the purchase price for the Canadian assets
of Redland, and to the sale of the Notes in the Offering with the
application of the net proceeds therefrom to repay the Bridge Note. See "Use
of Proceeds".
7
<PAGE> 9
SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth selected consolidated financial data for the
Company for each of the five years ended December 31, 1997 and for the
three-month periods ended March 31, 1997 and 1998. The selected financial data
as of and for the five years ended December 31, 1997 have been derived from the
Company's Consolidated Financial Statements, which were audited by Arthur
Andersen LLP, the Company's independent public accountants. Data for the
three-month periods are unaudited but, in the opinion of management, include all
adjustments, consisting only of normal recurring accruals, necessary for a fair
presentation. This table is qualified by and should be read in conjunction with
the Company's Consolidated Financial Statements incorporated by reference
herein. The historical financial data set forth below does not reflect the
impact of the acquisition of the Redland Operations, which were acquired on June
3, 1998. For additional information regarding the acquisition of the Redland
Operations, see "Unaudited Pro Forma Condensed Consolidated Financial Data"
below.
<TABLE>
<CAPTION>
THREE MONTHS
YEARS ENDED DECEMBER 31, ENDED MARCH 31,
---------------------------------------------------- -------------------
1993 1994 1995 1996 1997 1997 1998
(UNAUDITED)
(IN MILLIONS, EXCEPT PER SHARE DATA AND PERCENTAGES)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Net Sales................................ $1,494.5 $1,563.3 $1,472.2 $1,649.3 $1,806.4 $ 244.0 $ 267.3
Earnings before interest and taxes....... 70.2 141.9 185.4 236.4 300.9 (52.6) (45.6)
Interest expense, net.................... (42.7) (28.8) (15.2) (14.1) (6.6) (2.6) (0.2)
Income tax benefit (expense)............. (21.6) (32.5) (40.6) (81.4) (112.3) 21.2 17.7
Net income (loss)........................ 5.9 80.6 129.6 140.9 182.0 (34.1) (28.2)
Net income per share -- basic............ 0.10 1.19 1.89 2.02 2.56 (0.48) (0.39)
Net income per share -- diluted.......... 0.10 1.18 1.82 1.95 2.54 (0.48) (0.39)
Dividends per share...................... 0.30 0.30 0.375 0.40 0.42 0.10 0.12
BALANCE SHEET DATA:
Cash, cash equivalents and short-term
investments............................ $ 109.3 $ 243.6 $ 221.0 $ 209.3 $ 318.4 $ 203.0 $ 285.4
Working capital.......................... 315.4 402.3 448.6 394.9 520.2 328.7 439.1
Total Assets............................. 1,687.7 1,651.4 1,713.9 1,813.0 1,889.1 1,750.3 1,871.0
Long-term debt........................... 373.2 290.7 268.6 161.9 132.3 149.3 121.3
Shareholders' equity..................... 791.7 841.4 981.0 1,110.5 1,255.7 1,069.3 1,228.0
SELECTED STATISTICAL AND OPERATING DATA:
Gross profit as a percent of net sales... 16.9% 19.7% 21.9% 24.1% 26.1% (4.6)% 0.8%
Selling and administrative as a percent
of sales............................... 10.8% 10.4% 9.6% 9.2% 8.9% 15.3% 15.8%
EBITDA(1)................................ $ 185.2 $ 245.5 $ 279.7 $ 336.9 $ 407.2 $ (25.6) $ (18.3)
Depreciation, depletion and
amortization........................... $ 115.0 $ 103.6 $ 94.3 $ 100.5 $ 106.3 $ 27.1 $ 27.3
Capital expenditures..................... $ 58.4 $ 95.4 $ 121.9 $ 124.8 $ 124.0 $ 40.6 $ 40.3
Acquisitions............................. $ 15.2 $ 4.7 $ 29.3 $ 83.5 $ 8.8 $ -- $ 22.1
Return on average shareholders' equity... 0.8% 9.9% 14.2% 13.5% 15.4% (3.1)% (2.3)%
Long-term debt as a percentage of total
capitalization(2)...................... 26.3% 21.6% 18.6% 11.0% 8.3% 10.5% 7.7%
</TABLE>
- ------------------------------
(1) EBITDA represents earnings before interest, taxes, depreciation and
amortization. The Company has included EBITDA data (which are not a measure
of financial performance under generally accepted accounting principles)
because such data are used by certain investors.
(2) Total capitalization represents long-term debt, other long-term liabilities
and shareholders' equity.
8
<PAGE> 10
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA
Lafarge S.A., the majority shareholder of the Company, acquired Redland PLC
in December 1997. The Company acquired the Redland Operations from Lafarge S.A.
on June 3, 1998. See "Recent Developments." Since the Company acquired the
Redland Operations from the holder of a majority of its voting securities, the
acquisition will be accounted for similar to a pooling of interests.
Accordingly, Redland assets and liabilities acquired by the Company from Lafarge
S.A. are transferred to the Company at Lafarge S.A.'s historical cost, which
approximates the purchase price paid by the Company. The unaudited pro forma
condensed consolidated financial data reflect the impact of Lafarge S.A.'s
preliminary purchase price adjustments on Redland, the impact of the Company's
acquisition of the Redland Operations from Lafarge S.A. and the impact of debt
financing of the Company's acquisition of the Redland Operations from Lafarge
S.A.
The following Unaudited Pro Forma Condensed Consolidated Income Statements
for the year ended December 31, 1997, the Last Twelve Months ("LTM") ended March
31, 1998 and the three months ended March 31, 1998 give effect to the
acquisition of the Redland Operations, the Offering of the Notes hereby, and the
application of the net proceeds therefrom, assuming these transactions occurred
at January 1, 1997. The Unaudited Pro Forma Balance Sheet as of March 31, 1998
gives effect to the acquisition of the Redland Operations and the Offering, and
the application of the net proceeds therefrom, assuming the Offering occurred on
March 31, 1998.
The Unaudited Pro Forma Condensed Consolidated Financial Data, which are
based on the historical financial information of the Company and the Redland
Operations for the year ended December 31, 1997 and the three months ended March
31, 1998, are presented for informational purposes only and are not necessarily
indicative of the combined earnings and results of operations had the Company
completed the acquisition of the Redland Operations at the beginning of the
periods presented, nor is such information intended necessarily to be indicative
of the future results of operations. The Unaudited Pro Forma Condensed
Consolidated Financial Data should be read in conjunction with the financial
statements and other financial data of the Company and the Redland Operations
incorporated by reference or included herein.
9
<PAGE> 11
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
(IN THOUSANDS, EXCEPT PER SHARE DATA AND PERCENTAGES)
<TABLE>
<CAPTION>
LTM
ENDED
MARCH 31,
YEAR ENDED DECEMBER 31, 1997 1998
--------------------------------------------------------------------------------- ----------
REDLAND
-----------------------------------------
SUB-TOTAL
PUSH-DOWN OF REDLAND
HISTORICAL OF AND
BASIS OF LAFARGE S.A. LAFARGE S.A.
LAFARGE REDLAND PURCHASE PURCH. PRO PRO
CORPORATION OPERATIONS ACCOUNTING(A) ACCTING. FINANCING FORMA FORMA
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales........................ $1,806,351 $517,056 $ -- $517,056 $ -- $2,323,407 $2,357,139
Cost of goods sold........... 1,335,206 406,310 2,905(c) 409,215 -- 1,744,421 1,761,997
---------- -------- ------- -------- -------- ---------- ----------
Gross profit..................... 471,145 110,746 (2,905) 107,841 -- 578,986 595,142
Selling, general and
administrative............. 160,963 51,632 -- 51,632 -- 212,595 217,890
Goodwill amortization........ 3,748 7,177 3,139(d) 10,316 14,064 14,593
Other (income) expense,
net........................ 5,536 (5,200) -- (5,200) -- 336 2,155
---------- -------- ------- -------- -------- ---------- ----------
Operating income (loss).......... 300,898 57,137 (6,044) 51,093 -- 351,991 360,504
Interest (income) expense,
net........................ 6,664 16,936 -- 16,936 43,550(f) 50,514 48,083
(16,636)(f) --
---------- -------- ------- -------- -------- ---------- ----------
Income (loss) before taxes....... 294,234 40,201 (6,044) 34,157 (26,914) 301,477 312,421
Income taxes expense (benefit)... 112,258 16,473 (1,191)(e) 15,282 (10,496)(e) 117,044 121,211
---------- -------- ------- -------- -------- ---------- ----------
Net income (loss)................ $ 181,976 $ 23,728 $(4,853) $ 18,875 $(16,418) $ 184,433 $ 191,210
========== ======== ======= ======== ======== ========== ==========
Net income per Common Equity
Share -- Basic............. $ 2.56 $ 2.59 $ 2.68
Net income per Common Equity
Share -- Diluted........... $ 2.54 $ 2.57 $ 2.65
Dividends Per Common Equity
Share.......................... $ 0.42 $ 0.42 $ 0.44
SELECTED STATISTICAL AND
OPERATING DATA:
Gross profit as a percent of
net sales.................. 26.1% 24.9% 25.2%
Selling and administrative as
a percent of sales......... 8.9% 9.2% 9.2%
EBITDA(1).................... $ 407.2 $ 500.8 $ 511.8
Depreciation, depletion and
amortization............... $ 106.3 $ 148.8 $ 151.3
Capital expenditures......... $ 124.0 $ 152.7 $ 151.2
Return on average
shareholders' equity....... 15.4% 15.6% 16.7%
Long-term debt as a
percentage of total
capitalization............. 8.3% 8.0% 33.5%
Ratio of earnings to fixed
charges(2)................. 12.55 5.24 5.48
</TABLE>
- ------------------------------
(1) EBITDA represents earnings before interest, taxes, depreciation and
amortization. The Company has included EBITDA data (which are not a measure
of financial performance under generally accepted accounting principles)
because such data are used by certain investors.
(2) The Company's consolidated ratio of earnings to fixed charges was computed
by dividing earnings by fixed charges. For this purpose, earnings are the
sum of income (loss) from continuing operations before income taxes and
fixed charges, excluding capitalized interest. Fixed charges are interest,
whether expensed or capitalized, amortization of debt expense and discount
or premium relating to indebtedness, whether expensed or capitalized, and
such portion of rental expense that can be demonstrated to be representative
of the interest factor in the particular case.
The accompanying notes are an integral part of the unaudited pro forma
condensed consolidated financial statements.
10
<PAGE> 12
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
FOR THE QUARTER ENDED MARCH 31, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA AND PERCENTAGES)
<TABLE>
<CAPTION>
REDLAND OPERATIONS
----------------------------------------
SUB-TOTAL
OF REDLAND
AND
HISTORICAL PUSH-DOWN OF LAFARGE
BASIS OF LAFARGE S.A. S.A.
LAFARGE REDLAND PURCHASE PURCH.
CORPORATION OPERATIONS ACCOUNTING(A) ACCTING.(B) FINANCING PRO FORMA
<S> <C> <C> <C> <C> <C> <C>
Net sales....................................... $267,292 $ 67,484 $ -- $ 67,484 $ -- $334,776
Cost of goods sold.......................... 265,196 67,398 813(c) 68,211 -- 333,407
-------- -------- ------- -------- ------- --------
Gross profit.................................... 2,096 86 (813) (727) -- 1,369
Selling, general and administrative......... 42,251 11,431 -- 11,431 -- 53,682
Goodwill amortization....................... 1,167 1,739 842(d) 2,581 -- 3,748
Other (income) expense, net................. 4,288 730 -- 730 -- 5,018
-------- -------- ------- -------- ------- --------
Operating income (loss)......................... (45,610) (13,814) (1,655) (15,469) -- (61,079)
Interest (income) expense, net.............. 211 3,585 -- 3,585 10,888(f) 11,174
(3,510)(f)
-------- -------- ------- -------- ------- --------
Income (loss) before taxes...................... (45,821) (17,399) (1,655) (19,054) (7,378) (72,253)
Income taxes expense (benefit).................. (17,654) (7,134) (333) (e) (7,467) (2,877)(e) (27,998)
-------- -------- ------- -------- ------- --------
Net income (loss)............................... $(28,167) $(10,265) $(1,322) $(11,587) $(4,501) $(44,255)
======== ======== ======= ======== ======= ========
Net income per Common Equity Share -- Basic..... $ (0.39) $ (0.62)
Net income per Common Equity Share -- Diluted... $ (0.39) $ (0.62)
Dividends Per Common Equity Share............... $ 0.12 $ 0.12
SELECTED STATISTICAL AND OPERATING DATA:
Gross profit as a percent of net sales...... 0.8% 0.4%
Selling and administrative as a percent of
sales..................................... 15.8% 16.0%
EBITDA (1).................................. $ (18.3) $ (23.6)
Depreciation, depletion and amortization.... $ 27.3 $ 37.5
Capital expenditures........................ $ 40.3 $ 42.3
Return on average shareholders' equity...... (2.3)% (3.6)%
Long-term debt as a percentage of total
capitalization............................ 7.7% 33.5%
</TABLE>
- ------------------------------
(1) EBITDA represents earnings before interest, taxes, depreciation and
amortization. The Company has included EBITDA data (which are not a measure
of financial performance under generally accepted accounting principles)
because such data are used by certain investors.
The accompanying notes are an integral part of the unaudited pro forma
condensed consolidated financial statements.
11
<PAGE> 13
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AT MARCH 31, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
REDLAND OPERATIONS
--------------------------------------------
SUBTOTAL OF
PUSH DOWN OF REDLAND AND LAFARGE
HISTORICAL LAFARGE S.A. LAFARGE S.A. CORP.
LAFARGE REDLAND PURCHASE PURCHASE PURCHASE
CORPORATION OPERATIONS ACCOUNTING(G) ACCOUNTING(H) ACCOUNTING(L) FINANCING(N)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash......................... $ 121,001 $ 899 $ -- $ 899 $ -- $ (40,000)(o)
(5,200)(p)
Short-term investments....... 164,423 -- -- -- -- --
Accounts receivable, net..... 194,118 58,578 173(i) 58,751 -- --
Inventory.................... 227,093 31,096 150(i) 31,246 -- --
Other current assets......... 34,227 32,361 34(i) 32,395 -- --
---------- -------- -------- -------- --------- ---------
Total current assets......... 740,862 122,934 357 123,291 -- (45,200)
---------- -------- -------- -------- --------- ---------
Property, plant and
equipment, net............. 899,249 415,026 (2,426)(i) 411,787 -- --
---------- -------- -------- --------- ---------
(813)(m)
--------
Other Assets
Excess of cost over net
tangible assets of
business acquired,
net.................... 40,284 73,919 231,364(j) 305,283(j) -- --
Other.................... 190,650 14,254 7,512(i) 21,766 -- 5,200(q)
---------- -------- -------- -------- --------- ---------
Total assets......... $1,871,045 $626,133 $235,994 $862,127 $ -- $ (40,000)
========== ======== ======== ======== ========= =========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Total current liabilities.... $ 301,751 $218,325 $ (2,467)(i) $219,430 550,577(l) $(690,000)(r)
3,572(k)
Long-term debt............... 121,327 83,141 -- 83,141 (80,235)(l) 650,000(s)
Other long-term
liabilities................ 219,988 95,503 (5,185)(i) 90,318 -- --
---------- -------- -------- -------- --------- ---------
Total liabilities.... 643,066 396,969 (4,080) 392,889 470,342 (40,000)
---------- -------- -------- -------- --------- ---------
Common shares................ 66,276 5 (5)(i) -- -- --
Exchangeable shares.......... 39,494 -- -- -- -- --
Additional paid-in capital... 656,994 170,239 310,084(i) 480,323 (470,342)(l) --
Retained earnings............ 556,629 67,844 (79,431)(i)(t) (11,587) -- --
Cumulative foreign currency
translation adjustment..... (91,414) (8,924) 9,426(i)(t) 502 -- --
---------- -------- -------- -------- --------- ---------
Total shareholders'
equity............. 1,227,979 229,164 240,074 469,238 (470,342) --
---------- -------- -------- -------- --------- ---------
Total liabilities &
shareholders'
equity............. $1,871,045 $626,133 $235,994 $862,127 -- $ (40,000)
========== ======== ======== ======== ========= =========
<CAPTION>
PRO FORMA
<S> <C>
ASSETS
Cash......................... $ 76,700
Short-term investments....... 164,423
Accounts receivable, net..... 252,869
Inventory.................... 258,339
Other current assets......... 66,622
----------
Total current assets......... 818,953
----------
Property, plant and
equipment, net............. 1,311,036
----------
Other Assets
Excess of cost over net
tangible assets of
business acquired,
net.................... 345,567
Other.................... 217,616
----------
Total assets......... $2,693,172
==========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Total current liabilities.... $ 381,758
Long-term debt............... 774,233
Other long-term
liabilities................ 310,306
----------
Total liabilities.... 1,466,297
----------
Common shares................ 66,276
Exchangeable shares.......... 39,494
Additional paid-in capital... 666,975
Retained earnings............ 545,042
Cumulative foreign currency
translation adjustment..... (90,912)
----------
Total shareholders'
equity............. 1,226,875
----------
Total liabilities &
shareholders'
equity............. $2,693,172
==========
</TABLE>
The accompanying notes are an integral part of the unaudited pro forma
condensed consolidated financial statements.
12
<PAGE> 14
NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE AND STATISTICAL AND OPERATING DATA)
(a) Lafarge S.A. acquired Redland PLC in December 1997 and accounted for the
transaction using the purchase method. This column reflects the pro forma
purchase accounting adjustments assuming Lafarge S.A. purchased Redland PLC
on January 1, 1997.
(b) This column represents the pro forma total of the Redland Operations
historical results of operations and associated purchase accounting
adjustments assuming Lafarge S.A. purchased Redland PLC on January 1, 1997.
(c) The purchase accounting described in note (a) resulted in a change in the
carrying amounts of fixed assets and mineral reserves of the Redland
Operations to new estimated fair values. As a result, the associated
depreciation and depletion of these assets will increase by approximately
$2,905 on a pro forma basis for 1997 and $813 for the three months ended
March 31, 1998.
(d) The purchase accounting described in note (a) resulted in additional
goodwill that will be amortized over an average of 30 years. As a result,
the associated amortization will increase by approximately $3,139 on a pro
forma basis for 1997 and $842 for the three months ended March 31, 1998.
(e) Reflects the impact of the pro forma adjustments on income taxes at the
appropriate effective rate of Redland or the Company.
(f) Adjustment reflects increased interest expense of $43,550 for 1997 and
$10,888 for the three months ended March 31, 1998 related to an additional
$650,000 in borrowings with an assumed fixed blended interest rate of
approximately 6.7%. This is offset by a reduction in interest expense of
approximately $16,636 for 1997 and $3,510 for the three months ended March
31, 1998, for debt associated with the Redland Operations that will not be
assumed by the Company.
(g) Lafarge S.A. acquired Redland PLC in December 1997 and accounted for the
transaction using the purchase method. The adjustments in this column
reflect the preliminary purchase accounting adjustments for the Redland
Operations recorded by Lafarge S.A.
(h) This column represents the total of the Redland Operations historical
balance sheet and associated preliminary purchase accounting adjustments of
Lafarge S.A. Since the Company acquired the Redland Operations from its
parent, the balance sheet in this column is combined with the Company's
historical balance sheet similar to a pooling of interests.
(i) Reflects Lafarge S.A.'s adjustments to record the assets and liabilities
acquired at preliminary estimated fair market values.
(j) The preliminary calculations of the excess cost over fair value of the net
assets acquired (goodwill) by Lafarge S.A. is as follows:
<TABLE>
<S> <C>
Purchase price of the Redland Operations.................... $690,000
Value of net assets acquired:
Historical net book value at December 31, 1997,
excluding related party debt of $209,677 not assumed
by the Company........................................ 448,604
Less historical goodwill.................................... (75,422)
Liabilities associated with employee termination benefits
and restructuring costs directly related to the
acquisition............................................... (3,572)
Add estimated increase in fair values of mineral reserves
and other net assets acquired............................. 12,762
--------
Estimated fair value of net assets acquired................. 382,372
--------
</TABLE>
13
<PAGE> 15
NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AND STATISTICAL AND OPERATING DATA)
<TABLE>
<S> <C>
Excess purchase price over fair value of net assets acquired (goodwill) at December
31, 1997......................................................................... 307,628
----------
First quarter 1998 activity........................................................ (2,345)
----------
Balance, March 31, 1998............................................................ $ 305,283
==========
</TABLE>
(k) Preliminary purchase accounting adjustment to current liabilities reflect a
$3,572 adjustment to record termination benefits and restructuring costs
directly related to the acquisition. Management began to assess these plans
at the consummation of the acquisition of the Redland Operations and is
currently taking steps to implement them.
(l) This column reflects purchase accounting adjustments recorded by the
Company in connection with its acquisition of the Redland Operations from
Lafarge S.A. for $690,000, subject to certain working capital adjustments.
The adjustments eliminate Redland Operations related party debt which was
not assumed by the Company, eliminate Redland Operations paid-in capital
and record the payable to Lafarge S.A. for the $690,000 purchase price.
(m) Reflects the depreciation and depletion of property, plant and equipment
related to purchase accounting adjustments for the three months ended March
31, 1998.
(n) This column reflects the pro forma adjustments for the financing of the
$690,000 acquisition of the Redland Operations by the Company.
(o) Pro forma adjustment to reduce cash by $40,000 represents $690,000 in cash
paid by the Company to purchase the Redland Operations from Lafarge S.A.,
net of $650,000 in proceeds received to finance the acquisition.
(p) Pro forma adjustment to reduce cash by $5,200 represents the cash expected
to be paid by the Company for financing and other fees associated with the
issuance of $650,000 in Notes.
(q) Reflects the $5,200 deferred financing fees associated with the issuance of
the Notes that will be amortized as interest expense over the life of the
debt.
(r) Reflects the refinancing of the $690,000 payable to Lafarge S.A. for the
acquisition of the Redland Operations.
(s) Reflects the issuance of $650,000 in the Notes offered hereby with the
proceeds used to purchase the Redland Operations from Lafarge S.A.
(t) Included in adjustments to retained earnings and cumulative foreign
currency translation adjustment are the Redland Operations net loss and
foreign currency translation adjustment for the three months ended March
31, 1998.
14
<PAGE> 16
BUSINESS
The following discussion is qualified in its entirety by the more detailed
information included or incorporated by reference in this Prospectus, including
the Company's Annual Report on Form 10-K for the year ended December 31, 1997;
the Company's Quarterly Report on Form 10-Q for the quarterly period ended March
31, 1998; the Company's Proxy Statement dated March 23, 1998; and the Company's
Current Report on Form 8-K dated June 3, 1998.
GENERAL
The Company, one of the largest producers of cement and construction
materials in North America, produces and sells cement, aggregates, ready-mixed
concrete and other concrete products, gypsum wallboard and other construction
materials in the United States and Canada. Canadian operations are conducted by
Lafarge Canada. In the United States, the Company is the third largest producer
of cement by clinker production capacity and, including the recently acquired
Redland Operations, the fourth largest producer of aggregates. In Canada, the
Company is the largest producer of cement by clinker production capacity and one
of the largest producers of aggregates, ready-mixed concrete and other concrete
products. The rated annual clinker production capacity of the Company's 14
cement manufacturing plants is approximately 11.7 million tons, with
approximately 6.5 million tons of capacity in the United States and
approximately 5.2 million tons of capacity in Canada. In 1997, the Company
shipped 13 million tons of cement and, on a pro forma basis giving effect to the
acquisition of the Redland Operations, shipped 75 million tons of aggregates and
10 million cubic yards of ready-mixed concrete. In September 1996, the Company
entered the gypsum wallboard business by acquiring manufacturing facilities
located in Buchanan, New York and Wilmington, Delaware, with a combined rated
annual capacity of 700 million square feet of wallboard. The Company supplies a
full line of gypsum wallboard products that are used in residential and
commercial construction as well as remodeling and repair. The Company is also
engaged in road building and other construction using many of its own products.
REDLAND ACQUISITION
On June 3, 1998, the Company acquired the Redland Operations, free of debt,
for $690 million, subject to working capital adjustments. The Redland
Operations, which include 64 aggregates operations, 34 ready-mixed concrete
plants and 29 asphalt plants, had revenues of approximately $517.1 million for
the year ended December 31, 1997. In 1997, the Redland Operations shipped
approximately 32 million tons of aggregates, approximately two million cubic
yards of ready-mixed concrete and approximately six million tons of asphalt.
Unless otherwise indicated, all information set forth below relating to the
operations and business of the Company includes the Redland Operations.
CEMENT OPERATIONS
INDUSTRY OVERVIEW
Cement is the essential binding material used in making concrete, which is
widely used in residential, non-residential, commercial and industrial
construction. The competitive marketing radius of a typical cement plant for
common types of cement is approximately 250 miles except for waterborne
shipments which can be economically transported considerably greater distances.
Consequently, even cement producers with global operations compete on a regional
basis in each market in which that company manufactures and distributes product.
No single cement company in the U.S. or in Canada has a production and
distribution system extensive enough to serve all U.S. and Canadian markets. A
company's competitive position in a given market depends largely on the location
and operating costs of its plants and associated distribution terminals and
price in that market.
Current demand for cement is dependent on levels of construction activity
specific to a region or market. For example, current demand for cement in the
Company's markets, as in U.S. and Canada as a whole, is in excess of current
domestic cement capacity. The Company believes that a continuation of the
current low interest rate environment and increased government spending on
infrastructure improvement and paving work
15
<PAGE> 17
could have a favorable impact on future demand in its markets. Further, in
Canada, the recent economic recovery has had a favorable impact on demand for
cement due to increases in residential and commercial construction and increased
spending in the oil and gas and farming sectors.
GENERAL
The cement manufacturing process involves an intermediate product called
clinker. Clinker is made from limestone, clay or shale and sand crushed, ground
and blended into a mixture which is burned in a rotary kiln at extremely high
temperatures. The mixing and grinding process may be done by either a dry
process, which is more cost efficient, or a wet process. A majority of the
Company's plants use the dry process. The clinker is then cooled and ground with
a small amount of gypsum to produce a fine powder which is cement. A plant's
cement production capacity generally is approximately 10% greater than its
clinker production capacity.
The Company manufactures and sells various types of portland cement used to
make concrete and concrete products, as well as numerous special purpose cements
including masonry and oilwell cement. The Company sells cement to several
thousand unaffiliated customers including ready-mixed concrete businesses,
manufacturers of concrete products such as blocks, pipes and prefabricated
building components, and construction contractors. No single unaffiliated
customer accounts for more than 10% of the Company's sales. Sales of cement are
made on the basis of competitive prices in each market area, generally pursuant
to telephone orders from customers who purchase quantities sufficient for their
immediate requirements. Therefore, with the exception of isolated major
construction projects, the Company's cement sales do not typically involve
long-term contractual commitments. Because of freight costs, most cement is sold
within a radius of 250 miles from the producing plant, except for waterborne
shipments which can be shipped considerably greater distances. The Company
utilizes trucks, waterborne vessels and rail cars to transport cement from its
plants directly to customers or to its approximately 84 distribution terminals
strategically located to serve regional markets.
For the year ended December 31, 1997, the Company's cement operations had
actual revenues before elimination of intercompany sales of approximately $1,050
million and operating profit (before corporate and unallocated expenses) of
approximately $259 million, constituting, on a pro forma basis giving effect to
the acquisition of the Redland Operations, approximately 43% of total revenues
and approximately 64% of total operating profit (before corporate and
unallocated expenses), respectively.
16
<PAGE> 18
FACILITIES
The following table indicates the location, types of process and rated
annual clinker production capacity (based on management's estimates) of each of
the Company's operating cement manufacturing plants at December 31, 1997.
RATED ANNUAL CLINKER PRODUCTION CAPACITY
OF CEMENT MANUFACTURING PLANTS
(IN SHORT TONS)*
<TABLE>
<CAPTION>
UNITED STATES PLANTS CANADIAN PLANTS
- ----------------------------------------------- -----------------------------------------------
CLINKER CLINKER
LOCATION PROCESS CAPACITY LOCATION PROCESS CAPACITY
<S> <C> <C> <C> <C> <C>
Brookfield, Nova
Paulding, Ohio.......... Wet 471,200 Scotia.................. Dry 517,700
Fredonia, Kansas........ Wet 376,200 St. Constant, Quebec.... Dry 1,046,200
Whitehall,
Pennsylvania.......... Dry 718,600 Bath, Ontario........... Dry 1,121,700
Alpena, Michigan........ Dry 2,275,500 Woodstock, Ontario...... Wet 561,400
Davenport, Iowa......... Dry 943,500 Exshaw, Alberta......... Dry 1,185,500
Kamloops, British
Sugar Creek, Missouri... Dry 517,500 Columbia................ Dry 211,700
Richmond, British
Joppa, Illinois......... Dry 1,172,900 Columbia................ Wet 558,100
--------- ---------
Total Capacity.......... 6,475,400 Total Capacity.......... 5,202,300
========= =========
Total 1997 Clinker Total 1997 Clinker
Production............ 6,106,400 Production.............. 4,293,000
1997 Production as a 1997 Production as a
Percentage of Total Percentage of Total
Capacity.............. 94% Capacity................ 82%
</TABLE>
- ---------------
* One short ton equals 2,000 pounds.
According to the "U.S. and Canadian Portland Cement Industry Plant
Information Summary Report," as of December 31, 1996, Lafarge Canada had the
highest capacity of Canadian cement companies with approximately 35% of total
active industry clinker production capacity in Canada. According to that report,
as of December 31, 1996, the Company's operating cement manufacturing plants in
the United States accounted for an estimated 8% of total U.S. active industry
clinker production capacity. Approximately 11%, or 1.4 million tons, of the
Company's cement shipments in 1997 were made to the Company's construction
materials operations.
The Company's U.S. plants are primarily concentrated in the central and
midwestern states, extending from the northern Great Lakes southward along the
Mississippi River system. The Company is the only cement producer serving all
regions of Canada. Distribution and storage facilities are maintained at all
cement plants and at approximately 84 other sites in the U.S. and Canada,
including four deep water ocean terminals. The Company purchases imported cement
to supplement production in some of its domestic markets.
CONSTRUCTION MATERIALS OPERATIONS
INDUSTRY OVERVIEW
The aggregates business consists of the mining, extraction, production and
sale of stone, sand, gravel and lightweight aggregates such as expanded shale
and clay. Aggregates are employed in virtually all types of construction,
including highway construction and maintenance. The concrete business involves
the mixing of cement with sand, gravel, crushed stone or other aggregates and
water to form concrete which is subsequently marketed and distributed to
numerous construction contractors.
Demand for aggregate and concrete products largely depends on regional
levels of construction activity, and therefore tends to follow cycles similar to
those of cement. Both the aggregates and concrete industries are highly
fragmented, with numerous participants operating in localized markets. The cost
of transportation of both aggregates and concrete products is high relative to
their value, and consequently, producers are typically limited to a market area
within 100 miles of their production facilities. Similar to the market for
cement, the
17
<PAGE> 19
Company believes that the current favorable conditions, including low interest
rates, strong regional economies in its U.S. markets and in Ontario and the
western provinces of Canada, as well as an increase in federal highway and
transportation funding resulting from passage of the Transportation Equity Act
for the 21st Century, could lead to increased residential, non-residential and
public works construction activity, fueling the demand for aggregates and
concrete.
GENERAL
The Company's construction materials operations encompass the production
and sale of ready-mixed concrete, aggregates, asphalt, concrete blocks and
pipes, precast and prestressed concrete components and other related products.
The Company is also engaged in highway and municipal paving and road building
work.
Lafarge Canada is the only producer of ready-mixed concrete and
construction aggregates in Canada that has operations extending from coast to
coast. In the United States, the Company owns or has a majority interest in
construction materials facilities with operations concentrated in Kansas,
Louisiana, Missouri, Ohio, Pennsylvania, Washington, West Virginia and
Wisconsin. Ready-mixed concrete plants mix controlled portions of cement, water
and aggregates to make concrete which is sold primarily to building contractors
and delivered to construction sites by mixer trucks. Aggregates are sold
primarily to road building contractors and ready-mixed concrete producers.
Management believes that Lafarge Canada is one of the largest manufacturers of
precast concrete products and concrete pipe in Canada. Precast concrete products
and concrete pipe are sold primarily to contractors engaged in all types of
construction activity. No single unaffiliated customer accounts for more than
10% of the Company's sales.
Sales of ready-mixed concrete and aggregates are made on the basis of
competitive prices in each market area, generally pursuant to telephone orders
from customers who purchase quantities sufficient for their immediate
requirements. Therefore, with the exception of isolated major construction
projects, the Company's sales of these products do not typically involve
long-term contractual commitments.
For the year ended December 31, 1997, on a pro forma basis giving effect to
the acquisition of the Redland Operations, the Company's construction materials
operations had revenues before elimination of intercompany sales of
approximately $1.3 billion, or approximately 53% of the Company's total
revenues. For the same period, on a pro forma basis giving effect to the
acquisition of the Redland Operations, the construction materials operations had
operating profit (before corporate and unallocated expenses) of approximately
$131 million, or approximately 33% of the Company's total operating profit
(before corporate and unallocated expenses).
FACILITIES
Effective May 31, 1998, the Company owned or had a majority interest in the
following construction materials facilities in the U.S. and Canada: 242
ready-mixed concrete plants, 197 aggregates facilities, 57 asphalt plants, and
54 precast and prestressed concrete, concrete block and concrete pipe plants and
other construction materials operations. In 1997, the Company (excluding the
Redland Operations) sold approximately five million cubic yards of ready-mixed
concrete and approximately 31 million tons of aggregates in Canada and
approximately two million cubic yards of ready-mixed concrete and approximately
12 million tons of aggregates in the U.S. In 1997, the Redland Operations
shipped approximately 32 million tons of aggregates, two million cubic yards of
ready-mixed concrete and six million tons of asphalt.
GYPSUM WALLBOARD OPERATIONS
In September 1996, the Company entered the gypsum wallboard business by
acquiring manufacturing facilities located in Buchanan, New York and Wilmington,
Delaware, with a combined rated annual production capacity of approximately 700
million square feet (approximately 3% of total manufacturing capacity in the
United States). The Company's strategy in the gypsum wallboard business, as in
its other product lines, is to build strong, regional positions in core markets
with sound economic and demographic fundamentals and good earnings potential.
The Company's two existing plants, which are geographically well
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located to serve the Mid-Atlantic and northeastern markets, supply a full line
of gypsum wallboard products used in residential and commercial construction as
well as the repair and remodeling segment. The Company will seek to expand its
gypsum wallboard operations as attractive investment opportunities are found.
The Company's gypsum wallboard products are sold to a variety of
residential and commercial building materials dealers, individual and
regional/national gypsum wallboard distributors, original equipment
manufacturers, building materials distribution companies, lumber yards and
"do-it-yourself" home centers. Sales are made on the basis of competitive prices
in each market area, generally pursuant to telephone orders from customers.
Customer orders are taken at each plant site. The amount of back-log orders, as
measured by written contracts, is normally not significant.
For the year ended December 31, 1997, the Company's gypsum wallboard
operations had revenues of approximately $92 million and operating profit
(before corporate and unallocated expenses) of $13 million, constituting, on a
pro forma basis giving effect to the acquisition of the Redland Operations,
approximately 4% of total revenues and approximately 3% of total operating
profit (before corporate and unallocated expenses), respectively.
OTHER OPERATIONS
The Company's other operations include processing supplemental fuels and
the management and marketing of coal combustion by-products and other
cementitious materials. Systech Environmental Corporation, a wholly-owned
subsidiary of the Company, processes fuel-quality waste and alternative raw
materials for use in cement kilns. The Systech facilities and the Company's
cement plants that utilize hazardous waste derived fuel are highly regulated by
federal, state and local environmental statutes and regulations.
The Company's wholly owned subsidiary, Mineral Solutions Inc., is engaged
in the management and marketing of coal combustion by-products which are the
residues produced by coal burning, electricity generating plants and industrial
boilers. Fly ash is the predominant product and is used as an enhancement in
ready-mixed concrete (replacing a portion of the portland cement) and also in
engineered fills, flowable fill, soil/sludge drying and stabilization.
ENVIRONMENTAL MATTERS
As more fully discussed in the Company's Annual Report on Form 10-K for the
year ended December 31, 1997, the Company's operations, like those of other
companies engaged in similar businesses, involve the use, release, discharge,
disposal, and cleanup of substances regulated under increasingly stringent
federal, state, provincial, and/or local environmental protection laws. The
Company has been and is presently involved in certain environmental enforcement
matters in both the U.S. and Canada. Because of differences between requirements
in the U.S. and Canada and the complexity and uncertainty of existing and future
environmental requirements, permit conditions, costs of new and existing
technology, potential remedial costs and insurance coverages, and/or
enforcement-related activities and costs, it is difficult for management to
estimate the ultimate level of Company expenditures related to environmental
matters. While amounts accrued and paid in the past have not been material, the
Company's capital expenditures and operational expenses for environmental
matters have increased and are likely to increase in the future. The Company
cannot determine at this time whether capital expenditures and other remedial
action that the Company may be required to undertake to comply with the changing
environmental protection laws will materially affect its capital expenditures or
earnings. However, with respect to known environmental contingencies, the
Company has recorded provisions for estimated probable liabilities and does not
believe that the ultimate resolution of such matters will have a material
adverse effect on the Consolidated Financial Statements.
LEGAL MATTERS
The Company is involved in certain actions and claims, including but not
limited to those items described in the Company's Annual Report on Form 10-K for
the year ended December 31, 1997. In the opinion of management, such litigation
and claims should be resolved without a material adverse effect on the Company's
financial position.
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DESCRIPTION OF NOTES
The Notes of each series are to be issued under an Indenture dated as of
October 1, 1989 (the "Indenture") between the Company and Citibank, N.A., as
Trustee (the "Trustee") and a supplemental indenture thereto dated as of
, 1998, copies of which are filed as exhibits to the Registration Statement of
which this Prospectus is a part. The Notes will be limited to $650,000,000
aggregate principal amount. The % Senior Notes due 2005 (the "2005 Notes")
will mature on , 2005, the % Senior Notes due 2008 (the "2008
Notes") will mature on , 2008 and the % Senior Notes due 2013
(the "2013 Notes") will mature on , 2013.
The following summaries of certain provisions of the Indenture do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all the provisions of the Indenture. Copies of the Indenture
are available for inspection during normal business hours at the principal
office of the Company and at the office of the Trustee in the City of New York.
The holders of the Notes are entitled to the benefits of, are bound by, and are
deemed to have notice of, all the provisions of the Indenture. Wherever
particular sections or defined terms of the Indenture are referred to, such
sections or defined terms are incorporated herein by reference. Certain
capitalized terms used herein are defined in the Indenture.
GENERAL
The Indenture does not limit the aggregate principal amount of Debt
Securities which may be issued thereunder and provides that Debt Securities may
be issued thereunder in one or more series up to the aggregate principal amount
which may be authorized from time to time by the Company. All Debt Securities,
including the 2005 Notes, the 2008 Notes and the 2013 Notes, which may from time
to time be issued and outstanding under the Indenture are herein sometimes
referred to as "Notes". The Company may, from time to time, without the consent
of the Holders of the Notes, provide for the issuance of Debt Securities under
the Indenture in addition to the $650,000,000 principal amount of Debt
Securities authorized, issued and outstanding as of the date of this Prospectus.
As used herein, "Holder" includes the Depositary (as hereinafter defined) with
respect to the Notes issued in book-entry form.
The Notes of each series will be issued in fully registered book-entry form
in denominations of $1,000 and any integral multiple thereof and will be issued
as a Book-Entry Note (as hereinafter defined). Principal is to be payable, and
the Notes will be transferable and exchangeable, at the office or agency of the
Security Registrar, initially the Trustee, provided that the Book-Entry Notes
will be exchangeable only in the manner and to the extent set forth under
"--Book-Entry Notes."
The Notes will bear interest at the rate per annum shown on the cover page
of this Prospectus from the date of issuance or from the most recent interest
payment date to which interest has been paid or duly provided for. Interest on
the Notes will be payable semi-annually on June 15 and December 15 of each year
(each, an "Interest Payment Date"), and at maturity or upon redemption,
commencing on December 15, 1998, to the person in whose name a Note is
registered at the close of business on the preceding June 1 or December 1 (each
a "Record Date"), as the case may be. Interest on the Notes will be computed on
the basis of a 360-day year of twelve 30-day months. If the original issue date
of a Note is between a Record Date and an Interest Payment Date, the initial
interest payment will be made on the Interest Payment Date following the next
succeeding Record Date to the registered Holder on such next succeeding Record
Date. Holders must surrender the Notes to the paying agent for the Notes to
collect principal payments. Except as described in "-- Book-Entry Notes," the
Company will pay principal and interest at the office or agency of the Company
maintained for that purpose in New York, New York.
All Debt Securities, including the Notes, issued and to be issued under the
Indenture will be unsecured and will rank pari passu with all other unsecured
and unsubordinated indebtedness of the Company from time to time outstanding.
The Company conducts a substantial part of its operations through its
subsidiaries. The Notes will effectively rank junior to any secured indebtedness
of the Company to the extent of the assets securing such indebtedness and to any
indebtedness of the Company's subsidiaries to the extent of the assets of such
subsidiaries. At March 31, 1998, the Company and its subsidiaries had aggregate
debt obligations in the amount of approximately $193.0 million, including
approximately $38.8 million of secured indebtedness,
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and the Company's subsidiaries had aggregate indebtedness of approximately $12.9
million outstanding to third parties, including approximately $7.7 million of
secured indebtedness. At the same date, the Company had outstanding $154.2
million of indebtedness which will rank pari passu with the Notes, including
$300,000 of guarantees with respect to indebtedness of its subsidiaries. The
Indenture contains no restrictions on the amount of additional indebtedness
which may be incurred by the Company or its subsidiaries; however, as set forth
under "-- Certain Covenants of the Company -- Restrictions on Liens" below, the
Indenture contains certain restrictions on the ability of the Company and its
subsidiaries to incur secured indebtedness. The ability of the Company to pay
principal and interest on the Notes is dependent in part upon the payment to it
of distributions, dividends, interest or other amounts by its subsidiaries. The
Company's principal subsidiaries, Lafarge Canada and Redland Inc., are currently
not a party to any agreements that contain material restrictions on their
ability to pay dividends to the Company. At December 31, 1997, Lafarge Canada
had $796.8 million of cumulative undistributed earnings which the Company
considers to be permanently invested in Canada. While there are currently no
material contractual restrictions on Lafarge Canada's ability to pay dividends
to the Company, the Company's practice has been to retain earnings at Lafarge
Canada.
REDEMPTION PROVISIONS
The Notes of each series will be redeemable, in whole or in part, at the
option of the Company, on any date (a "Redemption Date") at a redemption price
equal to the greater of (a) 100% of their principal amount of the Notes to be
redeemed and (b) the sum of the present values of the remaining scheduled
payments of principal and interest thereon (exclusive of interest accrued to
such Redemption Date) discounted to such Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus basis points, plus accrued and unpaid interest on the principal
amount being redeemed to such Redemption Date; provided, however, that
installments of interest on Notes of each series that are due and payable on an
Interest Payment Date falling on or prior to the relevant Redemption Date shall
be payable to the holders of such Notes, registered as such at the close of
business on the relevant Record Date according to their terms and provisions of
the Indenture.
"Treasury Rate" means, with respect to any Redemption Date for the Notes,
(a) the yield, under the heading that represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated "H.15(519)" or any successor publication that is published weekly by
the Board of Governors of the Federal Reserve System and that establishes yields
on actively traded United States Treasury securities adjusted to constant
maturity under the caption "Treasury Constant Maturities" for the maturity
corresponding to the comparable Treasury Issue (if no maturity is within three
months before or after the Maturity Date, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the Treasury Rate shall be interpolated or extrapolated from such
yields on a straight-line basis, rounding to the nearest month) or (b) if such
release (or any successor release) is not published during the week preceding
the calculation date or does not contain such yields, the rate per annum equal
to the semi-annual equivalent yield to maturity of the Comparable Treasury
Issue, calculated using a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date. The Treasury Rate shall be calculated on the third
Business Day preceding the Redemption Date.
"Comparable Treasury Issue" means, the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes.
"Independent Investment Banker" means Donaldson, Lufkin & Jenrette
Securities Corporation, SBC Warburg Dillon Read Inc. or Citicorp Securities,
Inc. and their respective successors or, if such firms are unwilling or unable
to select the Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Company.
"Comparable Treasury Price" means, with respect to any Redemption Date, (a)
the average of four Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such
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Reference Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such
Quotations.
"Reference Treasury Dealer" means each of Donaldson, Lufkin & Jenrette
Securities Corporation, SBC Warburg Dillon Read Inc. and Citicorp Securities,
Inc. and their respective successors; provided however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer in New
York City (a "Primary Treasury Dealer"), the Company will substitute therefor
another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to the Reference
Treasury Dealer and any Redemption Date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.
Notice of any redemption by the Company will be mailed at least 30 days but
not more than 60 days before any Redemption Date to each holder of Notes to be
redeemed. If less than all the Notes are to be redeemed at the option of the
Company, the Trustee shall select, in such manner as it shall deem fair and
appropriate, the Notes of such series to be redeemed in whole or in part.
Unless the Company defaults in payment of the redemption price, on and
after any Redemption Date interest will cease to accrue on the Notes or portions
thereof redeemed.
BOOK-ENTRY NOTES
The Notes of each series will be issued in whole or in part in the form of
one or more fully registered Notes (each, a "Book-Entry Note") which will be
deposited with, or on behalf of, The Depository Trust Company in the City of New
York (the "Depositary") and registered in the name of the Depositary or the
Depositary's nominee. Except as set forth below, a Book-Entry Note may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any nominee to a successor of the Depositary
or a nominee of such successor.
The Depositary has advised the Company as follows: the Depositary is a
limited-purpose trust company organized under the laws of the State of New York,
a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the Uniform Commercial Code and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Exchange Act. The Depositary
was created to hold securities for its participants and to facilitate the
clearance and settlement of securities transactions among its participants in
such securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. The Depositary's participants include securities brokers and
dealers (including the Underwriters), banks, trust companies, clearing
corporations and certain other organizations, some of which (and/or their
representatives) own the Depositary (the "Participants"). Access to the
Depositary's book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly. Persons who are
not Participants may beneficially own securities held by the Depositary only
through Participants.
The Notes will be represented by a Book-Entry Note registered in the name
of the Depositary or its nominee. Upon the issuance of a Book-Entry Note in
registered form, the Depositary will credit, on its book-entry registration and
transfer system, the respective principal amounts of the Notes represented by
such Book-Entry Note to the accounts of Participants. The accounts to be
credited shall be designated by the Underwriters.
Ownership of beneficial interests in a Book-Entry Note will be limited to
Participants or persons that may hold interests through Participants. Ownership
of beneficial interests by Participants in the Book-Entry Note will be shown on,
and the transfer of that ownership interest will be affected only through,
records maintained by the Depositary or its nominee. Ownership of beneficial
interests in the Book-Entry Note by persons that hold through Participants will
be shown on, and the transfer of that ownership interest within such Participant
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will be effected only through, records maintained by such Participant. Owners of
beneficial interests in the Book-Entry Note will not receive written
confirmation from the Depositary of their purchases, but they are expected to
receive written confirmation providing details of the transactions, as well as
periodic statements of their holdings, from the Participants through which they
purchased beneficial interests in the Book-Entry Note. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to transfer beneficial interests in the Book-Entry Note.
So long as the Depositary, or its nominee, is the registered owner of the
Book-Entry Note, the Depositary or its nominee, as the case may be, will be
considered the sole owner or holder of the Notes represented by the Book-Entry
Note for all purposes under the Indenture. Except as set forth below, owners of
beneficial interests in the Book-Entry Note will not be entitled to have Notes
registered in their names, will not receive or be entitled to receive physical
delivery of the Notes in definitive form and will not be considered the owner or
holders thereof under the Indenture.
Payment of principal of, premium, if any, and any interest on the Notes
will be made to the Depositary or its nominee, as the case may be, as the
registered owner or the holder of the Book-Entry Note representing the Notes.
None of the Company, the Trustee, any paying agent or the registrar for the
Notes will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests in the
Book-Entry Note or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
The Company has been advised by the Depositary that, upon receipt of any
payment of principal, premium or interest in respect of the Book-Entry Note, the
Depositary will credit immediately Participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of the Book-Entry Note as shown on the records of the Depositary. The
Company also expects that payments by Participants to owners of beneficial
interests in the Book-Entry Note held through such Participants will be governed
by standing instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such Participants.
The Book-Entry Note may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor of the Depositary or a nominee of such successor. If
the Depositary is at any time unwilling or unable to continue as Depositary and
a successor Depositary is not appointed by the Company within 90 days, the
Company will execute and the Trustee will authenticate and deliver Notes in
definitive registered form in exchange for each Book-Entry Note representing the
Notes. In addition, the Company may at any time and in its sole discretion
determine not to have any Notes in registered form represented by one or more
Book-Entry Notes and, in such event, will issue certificated notes in definitive
form in exchange for the Book-Entry Note representing the Notes. In any such
instance, an owner of a beneficial interest in the Book-Entry Note will be
entitled to physical delivery in definitive form of certificated Notes
represented by the Company equal in principal amount to such beneficial interest
and to have such certificated notes registered in its name.
CONSOLIDATION, MERGER, CONVEYANCE, SALE OR LEASE
Nothing contained in the Indenture prevents the Company from consolidating
with or merging into another corporation or conveying, transferring or leasing
its properties and assets substantially as an entirety to any Person, provided
that (a) the corporation formed by such consolidation or into which the Company
is merged or the Person which acquires by conveyance or transfer, or which
leases, the properties and assets of the Company substantially as an entirety is
a corporation (as defined in the Indenture); the corporation assumes, by an
indenture supplemental thereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of
(and premium, if any) and interest, if any, on all the Debt Securities and the
performance of every covenant of the Indenture on the part of the Company to be
performed or observed and (b) immediately after giving effect to such
transaction no Event of Default, and no
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event which, after notice or lapse of time or both, would become an Event of
Default, shall have happened and be continuing.
CERTAIN COVENANTS OF THE COMPANY
Restrictions on Liens. (a) The Indenture provides that the Company will
not, and will not permit any Principal Subsidiary (as defined) to, issue, assume
or guarantee any debt for money borrowed (herein referred to as "Debt") if such
Debt is secured by any mortgage, security interest, pledge, lien or other
encumbrance (herein referred to as a "mortgage") upon any Principal Property (as
defined) of the Company or any Principal Subsidiary or any shares of stock or
indebtedness of any Principal Subsidiary, whether owned at the date of the
Indenture or thereafter acquired, without in any such case effectively securing
concurrently with the issuance, assumption or guaranty of any such Debt, the
Debt Securities (together with, if the Company shall so determine, any other
indebtedness of or guaranteed by the Company or such Principal Subsidiary
ranking equally with the Debt Securities and then existing or thereafter
created) equally and ratably with such Debt. The foregoing restrictions do not
apply to (i) mortgages on any property acquired, constructed or improved after
October 1, 1989, which are created or assumed contemporaneously with, or within
180 days after such acquisition, or completion of such construction or
improvement (or within six months thereafter pursuant to a firm commitment for
financing arrangements entered into within such 180-day period) to secure or
provide for the payment of all or a portion of the purchase price or cost
thereof incurred after October 1, 1989 (or prior to October 1, 1989 in the case
of any construction or improvement which is at least 40% completed at the date
of the Indenture), or, in addition to mortgages contemplated by clauses (ii) and
(iii) below, mortgages existing on property at the time of its acquisition
(including acquisition through merger or consolidation), provided that such
mortgage does not apply to any property theretofore owned by the Company or a
Principal Subsidiary other than, in the case of any such construction or
improvement, any theretofore unimproved real property on which the property so
constructed, or the improvement, is located; (ii) mortgages on any property,
share of stock or indebtedness at the time of acquisition thereof from a
corporation which is merged with or into the Company or a Principal Subsidiary;
(iii) mortgages on any property, shares of stock or indebtedness of any
corporation existing at the time such corporation becomes a Principal
Subsidiary; (iv) mortgages to secure Debt of a Principal Subsidiary to the
Company or to another Principal Subsidiary; (v) mortgages in favor of
governmental bodies to secure partial progress, advance or other payments
pursuant to any contract or statute or to secure any indebtedness incurred for
the purpose of financing all or any part of the purchase price or cost of
constructing or improving the property subject to such mortgages; (vi) mortgages
to secure tax-exempt private activity bonds under the Internal Revenue Code of
1986, as amended; or (vii) mortgages for the sole purpose of extending, renewing
or replacing, in whole or in part, Debt secured by any mortgage referred to in
the foregoing clauses (i) to (vi), inclusive, or in this clause (vii), or any
mortgage existing on the date of the Indenture, provided, however, that the
principal amount of Debt secured thereby does not exceed the principal amount of
Debt so secured at the time of such extension, renewal or replacement, and that
such extension, renewal or replacement is limited to all or a part of the
property which secured the mortgage so extended, renewed or replaced (plus
improvements on such property).
(b) The foregoing restriction does not apply to the issuance, assumption or
guarantee by the Company or any Principal Subsidiary of Debt secured by a
mortgage which would otherwise be subject to the foregoing restrictions up to an
aggregate amount which, together with all other Debt of the Company and its
Principal Subsidiaries secured by mortgages which would otherwise be subject to
the foregoing restrictions (other than mortgages permitted under the foregoing
exceptions) and the Value (as defined) of all Sale and Lease-back Transactions
(as defined) existing at such time (other than any Sale and Lease-back
Transaction the proceeds of which have been applied to the retirement of the
Debt Securities or of certain long-term indebtedness or to the purchase of other
Principal Property, and other than Sale and Lease-back Transactions in which the
property involved would have been permitted to be mortgaged under clause (i)
above), does not exceed 10% of Consolidated Net Tangible Assets (as defined).
Restrictions on Sale and Lease-back Transactions. Sale and Lease-back
Transactions by the Company or any Principal Subsidiary of any Principal
Property are prohibited (except for temporary leases for a term,
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including renewals, of not more than three years and except for leases between
the Company and a Principal Subsidiary or between Principal Subsidiaries) unless
the net proceeds of such Sale and Lease-back Transactions are at least equal to
the fair value (as determined by the Board of Directors, the Chairman of the
Board, the President or the principal financial officer of the Company) of the
Principal Property to be leased and either (a) the Company or such Principal
Subsidiary would be entitled pursuant to the provisions of (i) of paragraph (a)
of "-- Restrictions on Liens" or paragraph (b) of "-- Restrictions on Liens," to
incur Debt secured by a mortgage on the Principal Property to be leased without
equally and ratably securing any Debt Security or (b) the Value thereof would be
an amount permitted under paragraph (b) under "Restrictions on Liens" or (c) the
Company shall, and in any case the Company covenants that it will, within 180
days of the effective date of any such arrangement (or in the case of (iii) of
this paragraph, within six months thereafter pursuant to a firm purchase
commitment entered into within such 180-day period) apply an amount equal to the
fair market value (as so determined) of such Principal Property (i) to the
redemption, if applicable, or repurchase, if permitted, of the Debt Securities,
(ii) to the payment or other retirement of Funded Debt (as defined) incurred or
assumed by the Company which ranks senior to or pari passu with the Debt
Securities or of Funded Debt incurred or assumed by any Principal Subsidiary
(other than, in either case, Funded Debt owned by the Company or any Principal
Subsidiary) or (iii) to the purchase of Principal Property (other than the
Principal Property involved in such sale). The restrictions on Sale and
Lease-back Transactions shall not apply to sale and lease-back arrangements
existing on the date of the Indenture.
Definitions. The term "Consolidated Net Tangible Assets" is defined to mean
the total of all the assets appearing on the consolidated balance sheet of the
Company and its Subsidiaries less the following: (1) current liabilities; (2)
reserves for depreciation and other asset valuation reserves; (3) intangible
assets including, without limitation, items such as goodwill, trademarks, trade
names, patents, and unamortized debt discount and expense; and (4) appropriate
adjustments on account of minority interests of other persons holding stock in
any Subsidiary of the Company. The Indenture provides that Consolidated Net
Tangible Assets must be determined as of a date not more than 60 days prior to
the happening of the event for which such determination is being made.
The term "Funded Debt" means any Debt which by its terms matures at or is
extendable or renewable at the sole option of the obligor without requiring the
consent of the obligee to a date more than twelve months after the date of the
creation of such Debt.
The term "Principal Property" is defined to mean any manufacturing or
processing plant, office facility, distribution facility or sand and gravel or
quarry site, including, in each case, the fixtures appurtenant thereto, located
within the continental United States of America or Canada and owned and operated
now or hereafter by the Company or any Subsidiary and having a book value on the
date as of which the determination is being made of more than 2% of Consolidated
Net Tangible Assets.
The term "Principal Subsidiary" is defined to mean any Subsidiary which
owns a Principal Property.
The term "Value" is defined to mean, with respect to a Sale and Lease-back
Transaction, as of any particular time, the amount equal to the greater of (1)
the net proceeds from the sale or transfer of the property leased pursuant to
such Sale and Lease-back Transaction or (2) the fair value in the opinion of the
Board of Directors, the Chairman of the Board, the President or the principal
financial officer of the Company of such property at the time of entering into
such Sale and Lease-back Transaction, in either case multiplied by a fraction,
the numerator of which is equal to the number of full years of the term of the
lease remaining at the time of determination and the denominator of which is
equal to the number of full years of such term, without regard to any renewal or
extension options contained in the lease.
EVENTS OF DEFAULT
If an Event of Default with respect to any Debt Securities of any series
shall occur and be continuing, the Trustee or the Holders of at least 25% in
principal amount of the Debt Securities of that series outstanding may declare
the principal of all the Debt Securities of that series outstanding (or such
lesser amount as may be provided for in the Debt Securities of that series) and
the interest accrued thereon and Additional Amounts payable in respect thereof,
if any, to be due and payable immediately and upon any such declaration such
25
<PAGE> 27
principal or such lesser amount shall become immediately due and payable;
provided, that if all such Events of Default with respect to Debt Securities of
that series shall have been cured, or waived as described under the heading
"Modification and Waiver" below, and all amounts due otherwise than on account
of such declaration shall have been paid or deposited with the Trustee, the
Holders of a majority in aggregate principal amount of the Debt Securities of
that series then outstanding may rescind and annul such declaration and its
consequences.
An Event of Default with respect to any series of Debt Securities is
defined in the Indenture as being: (a) default in the payment of any interest
upon or any Additional Amounts in respect of any Debt Security of such series or
any coupon appertaining thereto when such interest or Additional Amounts become
due and payable, and continuance of such default for a period of 30 days; (b)
default in the payment of the principal of and any premium on any Debt Security
of such series when it becomes due and payable either at maturity, by
declaration of acceleration, upon redemption, by request for repayment or
otherwise; (c) default in the making of any sinking fund payment on any Debt
Security of such series; (d) default in the performance or breach of any
covenant or warranty of the Company contained in the Indenture for the benefit
of such series or in the Debt Securities of such series, continued for 60 days
after written notice as provided in the Indenture; (e) acceleration of the
maturity of any indebtedness for money borrowed in excess of $5,000,000 of the
Company or any of its Principal Subsidiaries if such acceleration is not
rescinded or annulled, or such indebtedness is not discharged, within 10 days
after written notice as provided in the Indenture; (f) certain events of
bankruptcy, insolvency or reorganization; and (g) any other Event of Default
provided with respect to Debt Securities of such series.
The Trustee is required, within 90 days after the occurrence of a default
with respect to the Debt Securities of any series that is continuing, to give to
all Holders of the Debt Securities of such series notice of such default by
mail; provided that, except in the case of default in the payment of the
principal of or any premium or interest on or any Additional Amounts with
respect to any Debt Securities of such series or in the payment of any sinking
fund installment with respect to Debt Securities of such series, the Trustee
shall be protected in withholding such notice if it in good faith determines
that the withholding of such notice is in the interests of the Holders of the
Debt Securities of such series.
The Trustee, subject to its duties during default to act with the required
standard of care, may require indemnification by the Holders of Debt Securities
of any series with respect to which a default has occurred before proceeding to
exercise any right or power under the Indenture at the request of the Holders of
Debt Securities of such series. Subject to such right of indemnification, the
Holders of a majority in principal amount of the outstanding Debt Securities of
any series may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee with respect to the Debt Securities of such series.
The Company is required to furnish to the Trustee annually statements as to
the fulfillment by the Company of all of its obligations and as to the absence
of any defaults under the Indenture.
MODIFICATION AND WAIVER
The Company may amend the indenture with the written consent of the Holders
of a majority in principal amount of each series of Debt Securities affected by
the proposed amendment. However, without the consent of each Holder of Debt
Securities of any such series, an amendment may not: (i) change the maturity
date of the principal of, or any installment of principal of or interest on, the
affected Debt Securities, (ii) reduce the principal amount of, or any premium or
the rate of interest on, or any Additional Amounts payable in respect of the
affected Debt Securities, (iii) change any obligation of the Company to pay any
Additional Amounts in respect of the affected Debt Securities, (iv) reduce the
amount of the principal of any Original Issue Discount Securities that would be
due and payable upon acceleration thereof, (v) adversely affect any right of
repayment at the option of Holders of the affected Debt Securities, (vi) change
the place or currency of payment of principal of, or any premium or interest on,
the affected Debt Securities, (vii) impair the right to institute suit for the
enforcement of any payment on or with respect to the affected Debt Securities,
or (viii) reduce the percentage in principal amount of affected Debt Securities,
the consent of whose Holders is
26
<PAGE> 28
required for modification or amendment of the Indenture or for waiver of
compliance with certain provisions of the Indenture or for waiver of certain
defaults or (ix) to modify any of the provisions of this paragraph, the
provisions relating to the waiver of past defaults under the Indenture and the
provisions relating to the waiver of certain covenants under the Indenture,
except to increase any such percentage or to provide that certain other
provisions of the Indenture cannot be modified or waived without the consent of
the Holders of the affected Debt Securities.
The Holders of not less than a majority in principal amount of the Debt
Securities of any series may on behalf of all Holders of such series waive
compliance by the Company with certain restrictive provisions of the Indenture.
The Holders of a majority in principal amount of the Debt Securities of any
series may on behalf of all Holders of Debt Securities of such series waive any
past default under the Indenture with respect to the Debt Securities of such
series and any Event of Default arising therefrom, except a default in the
payment of the principal of, or any premium or interest on, or any Additional
Amounts payable in respect of the affected Debt Securities or in respect of any
covenant or provision which under the Indenture cannot be modified or amended
without the consent of the Holder of each outstanding Debt Security of such
series.
DEFEASANCE PROVISIONS
The Indenture provides that the Company will be discharged from any and all
obligations in respect of the Debt Securities of a series (except for certain
obligations to register the transfer or exchange of Debt Securities, to replace
stolen, lost or mutilated Debt Securities, to maintain paying agencies and to
hold moneys for payment in trust) upon the deposit with the Trustee, in trust,
of money and/or U.S. Government Obligations, which through the payment of
interest and principal thereof in accordance with their terms will provide money
in an amount sufficient to pay any installment of principal of (and premium, if
any) and interest on and any mandatory sinking fund payments in respect of any
of the Debt Securities of such series on the stated maturity of such payments,
or on any redemption date established for such Debt Securities, in accordance
with the terms of the Indenture and such Debt Securities. Such discharge may
only occur if (i) no Event of Default has occurred and is continuing, or will
occur upon the giving of notice or the lapse of time during the period such
defeasance and discharge is being effected, (ii) the Company has delivered to
the Trustee an opinion of counsel based on a change in law occurring after the
issue dates of the Notes or a United States Internal Revenue Service ruling to
the effect that such a discharge will not cause the Holders of such Debt
Securities to recognize income, gain or loss for Federal income tax purposes and
will be subject to Federal income tax in the same amount and in the same manner
and at the same times, as would have been the case if such discharge had not
occurred, and (iii) in the event that the Debt Securities of such series are
then listed on the New York Stock Exchange, the Company has delivered to the
Trustee an opinion of counsel satisfactory to the Trustee to the effect that the
discharge would not cause such Debt Securities to be de-listed as a result
thereof. No defeasance and discharge may be effected with respect to any series
of Debt Securities the terms of which provide for the payment of any Additional
Amounts.
The Company may omit to comply with the covenants described under the
heading "Certain Covenants of the Company" above under the circumstances
described herein with respect to the Debt Securities of each series. The
Company, in order to exercise such option, will be required to deposit with the
Trustee, in trust, money and/or U.S. Government Obligations which through the
payment of interest and principal thereof in accordance with their terms will
provide money in an amount sufficient to pay any installment of principal of
(and premium, if any) and interest on and any mandatory sinking fund payments
and any Additional Amounts in respect of any of the Debt Securities of such
series on the stated maturity of such payments in accordance with the terms of
the Indenture and such Debt Securities. Such covenant defeasance may only occur
if (i) such deposit does not cause the Trustee with respect to such series of
Debt Securities to have any conflicting interest, as defined in the Indenture,
with respect to Debt Securities of any series, (ii) such deposit will not result
in a breach or a violation of, or default under, the Indenture or any other
agreement or instrument to which the Company is a party or by which it is bound,
(iii) no Event of Default or event which with notice or lapse of time or both
would become an Event of Default with respect to Debt Securities of such series
has occurred and is continuing on the date of such deposit, (iv) the Company has
delivered to the Trustee an opinion of counsel satisfactory to the Trustee to
the effect that the covenant defeasance and related
27
<PAGE> 29
deposit will not cause the Holders of such series to recognize income, gain or
loss for Federal income tax purposes and that the Holders will be subject to
Federal income tax in the same amount and in the same manner and at the same
times, as would have been the case if such covenant defeasance and related
deposit had not occurred, and (v) the Company has delivered to the Trustee an
Officers' Certificate and an opinion of counsel, each stating that all
conditions precedent to such covenant defeasance have been complied with. If any
Additional Amounts should become payable with respect to a series of Debt
Securities after any such deposit and related covenant defeasance with respect
to such series of Debt Securities shall have occurred, the Company will be
required to make additional deposits with the Trustee with respect thereto or
such covenant defeasance will terminate.
CONCERNING THE TRUSTEE
Citibank, N.A. will serve as the Trustee under the Indenture. The Trustee
and its affiliates may perform banking services for, or transact other banking
business with, the Company in the ordinary course of business. Citicorp
Securities, Inc., an affiliate of the Trustee, will act as an Underwriter with
respect to the Notes.
28
<PAGE> 30
UNDERWRITING
Subject to the terms and conditions of an underwriting agreement, dated
, 1998 (the "Underwriting Agreement"), the underwriters named below
(the "Underwriters") have severally, and not jointly, agreed to purchase from
the Company the respective principal amount of Notes of each series set forth
opposite their names below.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF NOTES
--------------------------------------
UNDERWRITERS 2005 NOTES 2008 NOTES 2013 NOTES
<S> <C> <C> <C>
Donaldson Lufkin & Jenrette Securities Corporation........
SBC Warburg Dillon Read Inc. .............................
Citicorp Securities, Inc..................................
------ ------ ------
Total $ $ $
====== ====== ======
</TABLE>
The Underwriting Agreement provides that the obligations of the several
Underwriters to purchase and accept delivery of the Notes offered hereby are
subject to approval by their counsel of certain legal matters and to certain
other conditions. The Underwriters are obligated to purchase and accept delivery
of all the Notes offered hereby if any are purchased.
The Underwriters initially propose to offer the Notes in part directly to
the public at the initial public offering price set forth on the cover page of
this Prospectus and in part to certain dealers at such price less a concession
not in excess of % of the principal amount of the 2005 Notes, % of the
principal amount of the 2008 Notes and % of the principal amount of the
2013 Notes. The Underwriters may allow, and such dealers may re-allow, to
certain other dealers a concession not in excess of % of the principal
amount of the 2005 Notes, % of the principal amount of the 2008 Notes and
% of the principal amount of the 2013 Notes. After the initial offering of
the Notes, the public offering price and other selling terms of each series of
Notes may be changed by the Underwriters at any time without notice.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments that the Underwriters may be required to make in respect thereof.
The Notes are new issues of securities with no established trading market.
The Company does not intend to apply for listing of the Notes on any securities
exchange and there can be no assurance that there will be a secondary market for
the Notes. The Company has been advised by the Underwriters that one or more of
the Underwriters may make a market in the Notes; however, they are not obligated
to do so, and they may discontinue any such market making at any time without
notice. Therefore, no assurance can be given as to the liquidity of the trading
market for the Notes.
Other than in the United States, no action has been taken by the Company or
the Underwriters that would permit a public offering of the Notes in any
jurisdiction where action for that purpose is required. The Notes offered hereby
may not be offered or sold, directly or indirectly, nor may this Prospectus or
any other offering material or advertisements in connection with the offer and
sale of the Notes be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with the applicable rules and
regulations of such jurisdiction. Persons into whose possession this Prospectus
comes are advised to inform themselves about and to observe any restrictions
relating to the Offering of the Notes and the distribution of this Prospectus.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any of the Notes offered hereby in any jurisdiction in which such
an offer or a solicitation is unlawful.
In connection with the Offering, the Underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of any
series of the Notes. Specifically, the Underwriters may overallot the Offering,
creating a syndicate short position. The Underwriters may bid for and purchase
Notes in the open market to cover such syndicate short position or to stabilize
the price of the Notes. These activities may stabilize or maintain the market
price of the Notes above independent market levels. The Underwriters are not
required to engage in these activities, and may end either of these activities
at any time.
29
<PAGE> 31
Certain of the Underwriters and their respective affiliates have, from time
to time, performed and may in the future perform various investment banking and
commercial banking services for the Company, for which they have received or
will receive usual and customary fees. In connection with the acquisition of the
Redland Operations from Lafarge, S.A., SBC Warburg Dillon Read Inc. provided
financial advisory services and delivered an opinion to the Company's Board of
Directors with respect to certain matters relating to the acquisition for which
it has received customary fees and expenses from the Company. In addition to
services in connection with the acquisition of the Redland Operations, certain
of the Underwriters have provided from time to time, and expect to provide in
the future, financial advisory and investment banking services to the Company
and its affiliates, for which such Underwriters have received and will receive
customary fees and expenses.
LEGAL MATTERS
The validity of the Notes offered hereby will be passed upon for the
Company by Thompson & Knight, P.C., Dallas, Texas. Milbank, Tweed, Hadley &
McCloy, New York, New York, will pass upon certain legal matters for the
Underwriters. In rendering their opinions, Thompson & Knight, P.C. and Milbank,
Tweed, Hadley & McCloy will rely as to matters of Maryland law upon the opinion
of Piper & Marbury, Baltimore, Maryland.
EXPERTS
The financial statements incorporated by reference in this Prospectus and
elsewhere in the Registration Statement, to the extent and for the periods
indicated in their reports, have been audited by Arthur Andersen LLP,
independent public accountants, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said reports.
30
<PAGE> 32
======================================================
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SECURITIES OFFERED
HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER AND THEREUNDER SHALL CREATE ANY IMPLICATION THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 3
Incorporation of Certain Documents by
Reference........................... 3
The Company........................... 4
Recent Developments................... 5
Use of Proceeds....................... 5
Ratio of Earnings to Fixed Charges.... 5
Accounting Effects of the
Acquisition......................... 6
Cautionary Statement for Purposes
of the Safe Harbor Provisions of
the Private Securities Litigation
Reform Act of 1995.................. 6
Capitalization........................ 7
Selected Consolidated Financial
Data................................ 8
Unaudited Pro Forma Condensed
Consolidated Financial Data......... 9
Business.............................. 15
Description of Notes.................. 20
Underwriting.......................... 29
Legal Matters......................... 30
Experts............................... 30
</TABLE>
======================================================
======================================================
$650,000,000
LAFARGE CORPORATION
% SENIOR NOTES DUE 2005
% SENIOR NOTES DUE 2008
% SENIOR NOTES DUE 2013
-------------------------
PROSPECTUS
-------------------------
Joint Lead Managers
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
SBC WARBURG DILLON READ INC.
--------------------------------------
CITICORP SECURITIES, INC.
, 1998
======================================================
<PAGE> 33
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Company will pay all expenses incident to the offering and sale to the
public of the Notes being registered other than any commissions and discounts of
underwriters, dealers or agents and any transfer taxes. Such expenses are set
forth in the following table. All of the amounts shown are estimates except the
Securities and Exchange Commission ("SEC") registration fee.
<TABLE>
<S> <C>
SEC registration fee........................................ $191,750
Legal fees and expenses..................................... *
Rating Agencies' fees....................................... *
Accounting fees and expenses................................ *
Printing fees and expenses.................................. *
Miscellaneous expenses...................................... *
--------
Total............................................. $ *
========
</TABLE>
- ---------------
* To be provided by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 2-418 of the Maryland General Corporation Law ("MCGL") provides for
the indemnification of directors and officers of a corporation incorporated
under Maryland law under certain circumstances. A person who was or is a
director or officer of the corporation may be indemnified by the corporation for
judgments, penalties, fines, settlements and reasonable expenses (including
attorneys' fees) actually incurred by the director or officer in connection with
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, to which such director or officer was
or is made a party by reason of service in that capacity unless it is
established that (1) the act or omission of the director or officer was material
to the matter giving rise to the proceeding and (i) was committed in bad faith
or (ii) was the result of active and deliberate dishonesty; (2) the director
actually received an improper personal benefit in money, property or services;
or (3) in the case of any criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful. If a
proceeding is brought by or on behalf of the corporation, no indemnification
will be made in connection with such proceeding if the director or officer was
adjudged to be liable to the corporation. In addition, the MCGL permits a
corporation to advance reasonable expenses to a director or officer upon the
corporation's receipt of (a) a written affirmation by the director or officer of
his good faith belief that he has met the standard of conduct necessary for
indemnification by the corporation and (b) a written undertaking by or on his
behalf to repay the amount paid or reimbursed by the corporation if it shall
ultimately be determined that the standard of conduct was not met. The
termination of any proceeding by conviction, or upon a plea of nolo contendere
or its equivalent, or an entry of any order of probation prior to the judgment,
creates a rebuttable presumption that the director or officer did not meet the
requisite standard of conduct required for indemnification to be permitted. It
is the position of the Commission that indemnification of directors and officers
for liabilities arising under the Securities Act is against public policy and is
unenforceable pursuant to Section 14 of the Securities Act.
Article Ninth of the Articles of Incorporation of the Registrant provides
that the Registrant shall indemnify its directors and officers to the full
extent permitted by Maryland law now or hereafter in force, including the
advance of related expenses, upon a determination by the Board of Directors or
independent legal counsel made in accordance with applicable statutory
standards, and that the Registrant, upon authorization by the Board of
Directors, may indemnify other employees or agents to the same extent. Article
Ninth also contains a provision that eliminates the liability of officers and
directors of the Registrant for money damages to the Registrant or its
stockholders for any act or omission, including conduct of such officers and
directors on behalf of the Registrant constituting gross negligence, unless (1)
the director or officer received
II-1
<PAGE> 34
an improper benefit in money, property or services or (2) the action, or failure
to act, by the director or officer was the result of active and deliberate
dishonesty which was material to a cause of action adjudicated in a proceeding
against such director or officer.
Article VIII of the By-Laws of the Registrant provides for the
indemnification of the Registrant's directors and officers to the extent
permitted under Section 2-418 of the Maryland General Corporation Law. The
Registrant has insurance policies indemnifying its officers and directors
against claims and liabilities (with stated exceptions) to which they may become
subject by reason of their positions as directors and officers.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
----------- -------------------------
<C> <S>
1.1* -- Form of Underwriting Agreement with respect to the Notes.
3.1 -- Articles of Amendment and Restatement of the Company,
filed May 29, 1992 (incorporated by reference to Exhibit
3.1 to the Annual Report on Form 10-K filed by the
Company for the fiscal year ended December 31, 1992).
3.2 -- By-Laws of the Company, (as most recently amended on July
29, 1994) (incorporated by reference to Exhibit 3.2 to
the Annual Report on Form 10-K filed by the Company for
the fiscal year ended December 31, 1994).
4.1 -- Indenture between the Company and Citibank, N.A., as
Trustee, dated October 1, 1989, relating to senior debt
securities of the Company (incorporated by reference to
Exhibit 4.1 to the Registration Statement on Form S-3
(Registration No. 33-31333) of the Company, filed with
the Securities and Exchange Commission on October 3,
1989).
4.2* -- Form of Supplemental Indenture between the Company and
Citibank, N.A., as Trustee, relating to $650 million of
senior debt securities of the Company.
4.3* -- Form of % Senior Note, % Senior Note and % Senior
Note of the Company (included in Exhibit 4.2).
5.1* -- Opinion of Thompson & Knight, P.C.
12 -- Statement of Computation of Ratios of Earnings to Fixed
Charges.
23.1 -- Consent of Arthur Andersen LLP, independent public
accountants.
23.2* -- Consent of Thompson & Knight, P.C. (included in Exhibit
5.1).
24 -- Power of Attorney (included on the signature page of this
Registration Statement).
25* -- Statement of Eligibility of Trustee under the Trust
Indenture Act of 1939 on Form T-1.
</TABLE>
- ---------------
* To be filed by amendment.
ITEM 17. UNDERTAKINGS.
A. Undertaking Regarding Filings Incorporating Subsequent Exchange Act
Documents By Reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-2
<PAGE> 35
B. Undertaking in Respect of Indemnification.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
C. Undertaking Pursuant to Rule 430A.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of the prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-3
<PAGE> 36
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Reston, State of Virginia, on this 19th day of June,
1998.
LAFARGE CORPORATION
By: /s/ LARRY J. WAISANEN
----------------------------------
Larry J. Waisanen
Executive Vice President and Chief
Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers
of Lafarge Corporation, a Maryland corporation, which is filing a Registration
Statement on Form S-3 with the Securities and Exchange Commission, Washington,
D.C. 20549 under the provisions of the Securities Act of 1933, hereby constitute
and appoint Larry J. Waisanen and David C. Jones, each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Registration Statement and any or all amendments,
including post-effective amendments, to the Registration Statement, including a
Prospectus or an amended Prospectus therein and any registration statement for
the same offering that is to be effective upon filing pursuant to Rule 462(b)
under the Securities Act, and all other documents in connection therewith to be
filed with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact as agent,
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1993, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JOHN M. PIECUCH President, Chief Executive June 19, 1998
- ----------------------------------------------------- Officer and Director (Principal
John M. Piecuch Executive Officer)
/s/ LARRY J. WAISANEN Executive Vice President and June 19, 1998
- ----------------------------------------------------- Chief Financial Officer
Larry J. Waisanen (Principal Financial Officer)
/s/ JOHN C. PORTER Vice President and Controller June 19, 1998
- ----------------------------------------------------- (Principal Accounting Officer)
John C. Porter
/s/ BERTRAND P. COLLOMB Chairman of the Board June 19, 1998
- -----------------------------------------------------
Bertrand P. Collomb
Director
- -----------------------------------------------------
Thomas A. Buell
/s/ MARSHALL A. COHEN Director June 19, 1998
- -----------------------------------------------------
Marshall A. Cohen
/s/ PHILIPPE P. DAUMAN Director June 19, 1998
- -----------------------------------------------------
Philippe P. Dauman
</TABLE>
II-4
<PAGE> 37
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ BERNARD L. KASRIEL Director June 19, 1998
- -----------------------------------------------------
Bernard L. Kasriel
/s/ JACQUES LEFEVRE Director June 19, 1998
- -----------------------------------------------------
Jacques Lefevre
/s/ PAUL W. MACAVOY Director June 19, 1998
- -----------------------------------------------------
Paul W. MacAvoy
/s/ CLAUDINE B. MALONE Director June 19, 1998
- -----------------------------------------------------
Claudine B. Malone
/s/ ALONZO L. MCDONALD Director June 19, 1998
- -----------------------------------------------------
Alonzo L. McDonald
/s/ ROBERT W. MURDOCH Director June 19, 1998
- -----------------------------------------------------
Robert W. Murdoch
/s/ BERTIN F. NADEAU Director June 19, 1998
- -----------------------------------------------------
Bertin F. Nadeau
/s/ JOHN D. REDFERN Director June 19, 1998
- -----------------------------------------------------
John D. Redfern
/s/ JOE M. RODGERS Director June 19, 1998
- -----------------------------------------------------
Joe M. Rodgers
</TABLE>
II-5
<PAGE> 38
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
1.1* -- Form of Underwriting Agreement with respect to the Notes.
3.1 -- Articles of Amendment and Restatement of the Company,
filed May 29, 1992 (incorporated by reference to Exhibit
3.1 to the Annual Report on Form 10-K filed by the
Company for the fiscal year ended December 31, 1992).
3.2 -- By-Laws of the Company, (as most recently amended on July
29, 1994) (incorporated by reference to Exhibit 3.2 to
the Annual Report on Form 10-K filed by the Company for
the fiscal year ended December 31, 1994).
4.1 -- Indenture between the Company and Citibank, N.A., as
Trustee, dated October 1, 1989, relating to senior debt
securities of the Company (incorporated by reference to
Exhibit 4.1 to the Registration Statement on Form S-3
(Registration No. 33-31333) of the Company, filed with
the Securities and Exchange Commission on October 3,
1989).
4.2* -- Form of Supplemental Indenture between the Company and
Citibank, N.A., as Trustee, relating to $650 million of
senior debt securities of the Company.
4.3* -- Form of % Senior Note, % Senior Note and % Senior
Note of the Company (included in Exhibit 4.2).
5.1* -- Opinion of Thompson & Knight, P.C.
12 -- Statement of Computation of Ratios of Earnings to Fixed
Charges.
23.1 -- Consent of Arthur Andersen LLP, independent public
accountants.
23.2* -- Consent of Thompson & Knight, P.C. (included in Exhibit
5.1).
24 -- Power of Attorney (included on the signature page of this
Registration Statement).
25* -- Statement of Eligibility of Trustee under the Trust
Indenture Act of 1939 on Form T-1.
</TABLE>
- ---------------
* To be filed by amendment.
<PAGE> 1
EXHIBIT 12
LAFARGE CORPORATION
RATIO OF FIXED CHARGES TO EARNINGS
LAFARGE CORPORATION HISTORICAL
<TABLE>
<CAPTION>
LTM
12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 3/31/98
------------ ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Fixed Charges
Total Interest Expense 42,732,000 38,132,000 27,086,000 24,118,000 19,949,000 18,432,000
Interest Capitalized 0 700,000 2,100,000 1,200,000 1,400,000 1,763,000
Interest Element of Rentals 6,667,000 3,933,000 4,700,000 5,033,000 4,000,000 4,000,000
------------ ------------- ------------- ------------- ------------- -------------
Total Fixed Charges 49,399,000 42,765,000 33,886,000 30,351,000 25,349,000 24,195,000
============ ============= ============= ============= ============= =============
Earnings
Consolidated Pre-Tax Income 27,471,000 113,087,000 170,167,000 222,328,000 294,234,000 303,692,000
Add: Fixed Charges less Capitalized Interest 49,399,000 42,065,000 31,786,000 29,151,000 23,949,000 22,432,000
------------ ------------- ------------- ------------- ------------- -------------
Net Earnings 76,870,000 155,152,000 201,953,000 251,479,000 318,183,000 326,124,000
============ ============= ============= ============= ============= =============
Ratio of Earnings to Fixed Charges
Net Earnings/Fixed Charges 1.56 3.63 5.96 8.29 12.55 13.48
============ ============= ============= ============= ============= =============
</TABLE>
LAFARGE CORPORATION PRO FORMA
<TABLE>
<CAPTION>
LTM
12/31/97 3/31/98
------------ ------------
<S> <C> <C>
Fixed Charges
Total Interest Expense 63,799,000 61,982,000
Interest Capitalized 1,400,000 1,763,000
Interest Element of Rentals 5,525,000 5,525,000
------------ ------------
Total Fixed Charges 70,724,000 69,270,000
Earnings
Consolidated Pre-Tax Income 301,477,000 312,421,000
Add: Fixed Charges less Capitalized Interest 69,324,000 67,507,000
------------ ------------
Net Earnings 370,801,000 379,928,000
Ratio of Earnings to Fixed Charges
Net Earnings/Fixed Charges 5.24 5.48
============ ============
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-3 Registration Statement of (a) our report dated
January 22, 1998 (except with respect to the matters discussed in the Note
entitled "Subsequent Events" as to which the date is March 18, 1998) relating
to the December 31, 1997 consolidated financial statements of Lafarge
Corporation included in Lafarge Corporation's Form 10-K for the year then
ended, (b) our report dated April 15, 1998 (except with respect to the matters
discussed in the Note entitled "Subsequent Event" as to which the date is June
3, 1998) relating to the December 31, 1997 combined financial statements of the
Redland Businesses to be Acquired included in Lafarge Corporation's Form 8-K
filed June 18, 1998, (c) our report dated June 3, 1998 relating to the December
31, 1997 consolidated supplemental financial statements of Lafarge Corporation
included in Lafarge Corporation's Form 8-K filed June 18, 1998, and to all
references to our Firm included in this Form S-3 Registration Statement for
Lafarge Corporation to register $650,000,000 of Senior Notes.
ARTHUR ANDERSEN LLP
Washington, D.C.
June 18, 1998
