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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
0-11936
Date of Report (Date of earliest event reported): July 25, 2000
LAFARGE CORPORATION
Incorporated in Maryland
11130 Sunrise Valley Drive, Suite 300
Reston, Virginia 20191
(703) 264-3600
I.R.S. Employer Identification No. 58-1290226
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Item 5. Other Events.
See two attached press releases.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LAFARGE CORPORATION
By: /s/ Larry J. Waisanen
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Larry J. Waisanen
Executive Vice President and
Chief Financial Officer
Date: July 26, 2000
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[LAFARGE CORPORATION LOGO] [PRESS RELEASE LOGO]
FOR IMMEDIATE RELEASE CONTACT: Larry J. Waisanen
July 25, 2000 (703) 264-3670
LAFARGE CORPORATION LAUNCHES $100 MILLION SHARE REPURCHASE PLAN
RESTON, VA -- The Board of Directors of Lafarge Corporation (NYSE & TSE: LAF)
today approved a stock repurchase plan authorizing the company and its Canadian
subsidiary to spend up to $100 million over the next 18 months to repurchase
company stock.
The plan will allow Lafarge Corporation, at management's discretion, to buy
back its common stock from time to time on the market or through privately
negotiated transactions. At the same time, the Board of Directors of Lafarge
Canada Inc. (LCI), a subsidiary of Lafarge Corporation, approved a
complementary share repurchase program in Canada through a normal course issuer
bid. The LCI program, which is subject to approval by Canadian regulatory
authorities, will permit LCI to repurchase, at market price, over a one-year
period, up to 365,000 of its exchangeable preference shares (LCI.PR.E),
representing slightly less than 10 percent of LCI's public float.
In total, $100 million may be spent for share repurchases under the two
programs.
"Management believes that Lafarge's current stock price does not reflect our
record profitability over the last five years or the favorable construction
climate we have today," said John Piecuch, president and CEO of Lafarge
Corporation. "This share repurchase plan will complement our internal
development and acquisition strategy. Coupled with the contribution we expect
from acquisitions and other capital investments, and the continuation of strong
demand for construction products, this program should favorably impact earnings
and shareholder value going forward."
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At its July 25 meeting the Board of Directors of Lafarge Corp. also declared a
cash dividend of 15 cents ($0.15) per share on the company's common stock. The
common dividend is payable on September 1, 2000, to shareholders of record on
August 15, 2000.
Lafarge Corporation is North America's largest diversified supplier of cement,
aggregates and concrete, and other materials for residential, commercial,
institutional and public works construction. The company operates 15 cement
plants, approximately 700 construction materials operations, four gypsum
wallboard manufacturing facilities and other businesses in 44 states in the
U.S. and all provinces of Canada, with net sales of more than $2.6 billion in
1999.
The company's majority shareholder is Lafarge (Paris Stock Exchange: LAFP). The
Lafarge Group is the world leader in building materials with operations in 70
countries and sales in excess of $11 billion.
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Statements made in this press release that are not historical facts are
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These statements are not
guarantees of future performance and involve risks, uncertainties and
assumptions ("Factors") which are difficult to predict. Some of the Factors
that could cause actual results to differ materially from those expressed in
the forward-looking statements include, but are not limited to: the cyclical
nature of the Company's business; national and regional economic conditions in
the U.S. and Canada; Canadian currency fluctuations; seasonality of the
Company's operations; levels of construction spending in major markets;
supply/demand structure of the industry; competition from new or existing
competitors; unfavorable weather conditions during peak construction periods;
changes in and implementation of environmental and other governmental
regulations; our ability to successfully identify, complete and efficiently
integrate acquisitions; and other Factors disclosed in the Company's Annual
Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the
Securities and Exchange Commission. In general, the Company is subject to the
risks and uncertainties of the construction industry and of doing business in
the U.S. and Canada. The forward-looking statements are made as of this date
and the Company undertakes no obligation to update them, whether as a result of
new information, future events or otherwise.
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VISIT THE LAFARGE CORP. WEB SITE AT WWW.LAFARGECORP.COM
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[LAFARGE CORPORATION LOGO] [PRESS RELEASE LOGO]
FOR IMMEDIATE RELEASE INVESTOR CONTACT
July 25, 2000 ----------------
Larry J. Waisanen (703) 264-3670
MEDIA CONTACT
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Lafarge: Ted Pile (703) 264-3632
Warren: Ted Bravakis (416) 979-0049 x303
MERGER WITH WARREN PAVING & MATERIALS GROUP
WILL INCREASE LAFARGE AGGREGATE AND ASPHALT HOLDINGS
RESTON, VA -- Lafarge Corporation (NYSE & TSE: LAF), North America's largest
diversified supplier of construction materials, and Kilmer Van Nostrand Co.
Limited (KVN) have reached an agreement to merge KVN's wholly owned subsidiary,
The Warren Paving & Materials Group Limited, with Lafarge's aggregates, asphalt
and paving operations in Canada. Toronto-based Warren is Canada's largest
privately held supplier of construction aggregate (crushed stone, sand and
gravel) and a leading supplier of asphalt and paving services.
The combined businesses would have competitive market positions and integrated
aggregates and paving supply capabilities in a number of major markets across
Canada. The transaction, which is subject to conditions including due diligence
and to Canadian regulatory review, is expected to close this fall.
The Warren businesses generated sales in excess of CDN$500 million in 1999.
They include 23 aggregate operations and 55 asphalt plants in British Columbia,
Alberta, Saskatchewan, Ontario and Quebec. Warren owns or has rights to
reserves in excess of 1.2 billion tons of crushed stone, sand and gravel, and
produces approximately 19.3 million tons of aggregate per year. In addition,
the company produces 4.6 million tons of paving materials for highway and
street construction across Canada.
The transaction, valued at approximately CDN$425 million, would be financed
through a combination of assumption of Warren's debt, cash and preferred
shares. At closing, a subsidiary of Lafarge Canada Inc. (LCI) would assume the
existing debt of Warren and pay cash for a
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combined total of approximately CDN$230 million, issuing preferred shares for
the balance. Concurrently, KVN would buy 4.4 million stock purchase warrants of
Lafarge Corporation with a 15-year term and a strike price of USD$32 per share.
"With the merger of these two businesses, we are creating a strong, competitive
supplier of aggregates and paving services in Canada," said Lawrence Tanenbaum,
President and CEO of Kilmer Van Nostrand Co. Limited. "There are considerable
similarities between our company values, the talents and expertise of our
people, our customer service philosophies and our commitment to the many
communities across Canada where we operate. I see a great match between these
two organizations. Also, this transaction will enable KVN to have a very
meaningful equity participation in Lafarge Corporation, which positions us to
benefit from the favorable outlook for the new combined entity."
"Warren is a very capably managed company with strong market positions across
Canada," said John Piecuch, President and CEO of Lafarge Corporation. "It's
rare to see an opportunity come along that's such an ideal strategic and
geographic fit for both companies.
"Going forward, we believe the skill sets of both organizations and the caliber
of personnel in the new organization will result in considerable operating
synergies and lead to many new growth opportunities," Piecuch added.
The transaction will make Lafarge one of the largest aggregate suppliers in
North America, with over 100 million tons of production a year, more than
double the sales volume of just three years ago. "By actively pursuing an
aggregates-related growth strategy," said Piecuch, "we are taking advantage of
the high level of demand for aggregates being driven by infrastructure spending
and other strong sectors such as commercial and institutional building. Looking
ahead, we remain optimistic that this trend of higher infrastructure spending
will continue in both Canada and the United States."
Lafarge Corporation is North America's largest diversified supplier of cement,
aggregates and concrete, and other materials for residential, commercial,
institutional and public works construction. The company operates 15 cement
plants, approximately 700 construction materials operations, four gypsum
wallboard manufacturing facilities and other businesses in 44 states in
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the U.S. and all provinces of Canada, with net sales of more than $2.6 billion
in 1999. The company's majority shareholder is Lafarge (Paris Stock Exchange:
LAFP). The Lafarge Group is the world leader in building materials with
operations in 70 countries and sales in excess of $11 billion.
Kilmer Van Nostrand Co. Limited, (KVN) is a private investment holding company
situated in Toronto, Canada, with investments in several principal areas,
including construction, electronics manufacturing and sports/entertainment. The
Warren Paving & Materials Group Limited, a wholly owned subsidiary of KVN, is
Canada's largest privately held supplier of construction aggregate, and a
leading supplier of asphalt and paving services. The Warren Group has
operations in five provinces and employs over 2,500 Canadians across the
country. In 1999, the company generated sales in excess of CDN$500 million.
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Statements made in this press release that are not historical facts are
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These statements are not
guarantees of future performance and involve risks, uncertainties and
assumptions ("Factors") which are difficult to predict. Some of the Factors
that could cause actual results to differ materially from those expressed in
the forward-looking statements include, but are not limited to: the cyclical
nature of the Company's business; national and regional economic conditions in
the U.S. and Canada; Canadian currency fluctuations; seasonality of the
Company's operations; levels of construction spending in major markets;
supply/demand structure of the industry; competition from new or existing
competitors; unfavorable weather conditions during peak construction periods;
changes in and implementation of environmental and other governmental
regulations; our ability to successfully identify, complete and efficiently
integrate acquisitions; and other Factors disclosed in the Company's Annual
Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the
Securities and Exchange Commission. In general, the Company is subject to the
risks and uncertainties of the construction industry and of doing business in
the U.S. and Canada. The forward-looking statements are made as of this date
and the Company undertakes no obligation to update them, whether as a result of
new information, future events or otherwise.
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VISIT THE LAFARGE CORP. WEB SITE AT WWW.LAFARGECORP.COM
VISIT THE WARREN PAVING & MATERIALS GROUP WEB SITE AT WWW.WARRENGROUP.COM
