Item 2. Properties
Medusa's principal physical properties are utilized by its cement manufacturing operations.
These operations consist of four cement plants and a total of 20 distribution terminals (excluding Orlando, Florida terminal closed February 1995). All four of the company's plants are fully integrated, from limestone mining through bulk cement production, and all possess at least 50 years of limestone reserves. The annual rated cement capacities of Medusa as of February 28, 1995 are shown in the following table:
"Annual rated capacity" is defined as the annual output of cement theoretically to be achieved from full operation of a facility after giving consideration to such factors as down-time for regular maintenance, location and climatic conditions bearing upon the number of days per year during which the particular plant may be expected to operate, and actual historical performance. Actual product mix may result in full utilization of a plant without realizing production equal to the "annual rated capacity". Cement plant capacities are evaluated periodically taking into account actual experience in producing cement, plant modifications and innovations, and other factors.
During 1995, the company plans on demolishing its wet process kiln at its Clinchfield plant. This kiln has not been operated in over 10 years.
Medusa's cement plants, as a group, operated at 91.2% of annual rated clinker capacity in 1994 (89.9% in 1993).
The Wampum and Clinchfield cement manufacturing plants are equipped to ship products by either rail or truck. The Charlevoix plant can ship products by water or truck. The Demopolis plant can ship products by water, rail or truck. The plants are well maintained and in good operating condition. There have been no physical changes in quarrying techniques over the past several years, nor is it anticipated that there will be any changes which would materially affect the cost of production. All plants operate their own quarries, located adjacent to each of the plants.
PART I
Item 2. Properties (continued)
During 1994, Medusa operated at 37 locations in 13 states and Canada. Property, including those described above, is as follows:
Number of buildings 284 Square feet of buildings 1,291,543 Total acreage 14,883
Of the total acreage above, approximately 786 acres are leased.
Item 3.
Item 3. Legal Proceedings
See also "Environmental Matters" section under Item 1. Business, above.
Antitrust Investigation
On March 3, 1994, the Company received a Civil Investigative Demand ("CID") from the Atlanta, Georgia office of the U.S. Department of Justice, Antitrust Division. The CID is apparently part of a nationwide investigation of what is believed to be virtually the entire domestic U.S. cement industry. While the Company is not aware of the actual basis for the investigation, the notice which the Company received with the CID states that the investigation is "an Antitrust Division investigation into possible price fixing and market allocation by cement producers". Medusa intends to cooperate fully with the investigation.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the fourth quarter of 1994.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the registrant are as follows:
Name Position Business Experience Age
Robert S. Evans Chairman and Chief Chairman & Chief Executive 51 Executive Officer Officer, Medusa Corporation; Chairman, Chief Executive Officer and President, Crane Co. (Diversified Manufacturer of Engineered Products).
George E. Uding, President and Chief President and Chief Operating 63 Jr. Operating Officer Officer of the company; previously President of the Cement group of Essroc Corporation and previously Chief Executive Officer of Coplay Cement Co., San Juan Cement Company, and Louisville Cement Company.
PART I
Item 4. Submission of Matters to a Vote of Security Holders (continued)
Robert J. Kane Senior Vice Senior Vice President of the 45 President Company and President of Medusa Cement group; previously Vice President of the company and President of Medusa Aggregates Group; Vice-President and Controller of Medusa Aggregates Company, a subsidiary.
John P. Siegfried Vice President, Vice President, Secretary 56 Secretary and and General Counsel of the General Counsel company; previously Corporate Attorney and Assistant Secretary of the company.
Dennis R. Knight Vice President Vice President of the company; 49 and President of Medusa Aggregates group; formerly Regional Vice President - General Manager Vulcan Materials (Wisconsin, Indiana, Central Illinois and Iowa).
R. Breck Denny Vice President- Vice President-Finance and 46 Finance and Treasurer, (Chief Financial Treasurer Officer) of the company; previously Director of Strategic Planning, Medusa Corporation; formerly Vice President - Advisory, Mergers and Acquisitions, J.P. Morgan
Alan E. Redeker Vice President Vice President of the company; 51 and Vice President Manufacturing, Medusa Cement Company, a division; formerly General Manager of Northern California operations of Associated Concrete Products and held various positions at Kaiser Cement Corporation.
Richard A. Brown Vice President - Vice President - Human 47 Human Resources Resources of the company; previously Director of Human Resources
All executive officers serve at the pleasure of the Board of Directors with no fixed term of office.
PART II
Item 5.
Item 5. Market for Registrant's Common Shares and Related Stockholder Matters
Market prices and dividends paid for the company's common shares is hereby incorporated by reference to page 20 of the 1994 Annual Report to Shareholders. The number of shareholders is 5,019 as of February 28, 1995. On February 28, 1994 the Board of Directors increased the company's quarterly dividend 87% to $.125 per common share. Prior to this action and since the third quarter of 1991 the company had paid regular quarterly dividends of $.067 per share. There were no cash dividends prior to the third quarter 1991 since the spin-off in October, 1988.
Items 6 through 8. Selected Financial Data; Management's Discussion and Analysis of Results of Operations and Financial Condition; Financial Statements and Supplementary Data
In addition to the discussion below, the information required by Items 6 through 8 is hereby incorporated by reference to pages 9 through 20 of the 1994 Annual Report to Shareholders.
Item 9.
Item 9. Disagreements on Accounting and Financial Disclosure
None
PART III
Item 10.
Item 10. (a)Directors of Registrant
The information required by Item 10(a) has been omitted from this report as the company will file with the Commission a definitive proxy statement pursuant to Regulation 14A.
(b)Executive Officers of the Registrant
Included pursuant to Instruction 3 to paragraph (b) of Item 401 to Regulation S-K under Part I above.
Item 11.
Item 11. Executive Compensation
The information required by Item 11 has been omitted from this report as the company will file with the Commission a definitive proxy statement pursuant to Regulation 14A.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by Item 12 has been omitted from this report as the company will file with the Commission a definitive proxy statement pursuant to Regulation 14A.
Item 13.
Item 13. Certain Relationships and Related Transactions
The information required by Item 13 has been omitted from this report as the company will file with the Commission a definitive proxy statement pursuant to Regulation 14A.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Page a)Financial Statements and Schedules
The consolidated balance sheets of Medusa Corporation and subsidiaries as of December 31, 1994 and 1993 and the related consolidated statements of income, shareholders' equity and of cash flows for each of the three years in the period ended December 31, 1994 and the Independent Auditors' Report relating thereto, appearing on Pages 9 through 17 of Medusa Corporation's 1994 Annual Report to Shareholders are incorporated herein by reference.
Independent Auditors' Report on Financial Statement Schedule... 16
Schedule VIII Valuation and Qualifying Accounts................ 17
All other statements and schedules for which provision is made in the applicable regulations of the Securities and Exchange Commission have been omitted because they are not required under related instructions or are inapplicable, or the information is shown in the consolidated financial statements and related financial review.
(b) No Reports on Form 8-K were filed during last quarter of 1994:
(c) Exhibits to Form 10-K: Exhibit 11 - Statement Re Computation of Per Share Earnings Exhibit 13 - Annual Report to Shareholders for the Year Ended December 31, 1994 Exhibit 21 - Subsidiaries of the Registrant
(d) Financial Statements Required by Regulation S-X which are excluded from the Annual Report to Shareholders by Rule 14a-3(b):
Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MEDUSA CORPORATION (Registrant)
ByRobert S. Evans Robert S. Evans Chairman, Chief Executive Officer and a Director
Date March 27, 1995
Pursuant to the requirements of the Securities Exchange Act of l934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
-Officers-
By R. Breck Denny By George E. Uding, Jr. R. Breck Denny George E. Uding, Jr. Vice President-Finance President, Chief and Treasurer Operating Officer, and a Director
Date March 27, 1995 Date March 27, 1995
-DIRECTORS-
Mone Anathan, III E. Thayer Bigelow, Jr. Richard S. Forte' Mone Anathan, III E. Thayer Bigelow, Jr. Richard S. Forte'
Date 3/27/95 Date 3/27/95 Date 3/27/95
Dorsey R. Gardner Arthur A. Seeligson Dwight C. Minton Dorsey R. Gardner Arthur A. Seeligson Dwight C. Minton
Date 3/27/95 Date 3/27/95 Date 3/27/95
Charles J. Queenan, Jr. Boris Yavitz Charles J. Queenan, Jr. Boris Yavitz
Date 3/27/95 Date 3/27/95 Date 3/27/95
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors of Medusa Corporation:
We have audited the consolidated financial statements of Medusa Corporation and subsidiaries as of December 31, 1994 and 1993 and for each of the three years in the period ended December 31, 1994, and have issued our report thereon dated January 23, 1995, which report includes an explanatory paragraph related to a change in accounting for income taxes in 1993; such financial statements and report are included in your 1994 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the consolidated financial statement schedule of Medusa Corporation and subsidiaries, listed in Item 14(a). This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
Deloitte & Touche LLP
Cleveland, Ohio January 23, 1995
Note A - Additional reserve based on receivable balance. Note B - Recoveries net of write-offs. Note C - Write-offs net of recoveries. Note D - Portion of reserve no longer considered necessary.
MEDUSA CORPORATION AND SUBSIDIARIES Exhibit 21 to Form 10-K Subsidiaries of the Registrant December 31, 1994
The following is a list of active subsidiaries of the Registrant and their jurisdiction of incorporation. All of these subsidiaries are wholly-owned, directly or indirectly, and are included in the consolidated financial statements.
Cement Transit Company Delaware
James H. Drew Corporation Indiana
Medusa Aggregates Company Iowa
The Thomasville Stone and Lime Company Maryland
Canadian Medusa Cement Limited Ontario, Canada