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Valmont Industries Inc · 10-K · For 12/27/97

Filed On 3/26/98   ·   Accession Number 102729-98-4   ·   SEC File 0-03701

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  As Of                Filer                Filing    For/On/As Docs:Size

 3/26/98  Valmont Industries Inc            10-K       12/27/97   13:179K

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         16     63K 
 2: EX-4        Instrument Defining the Rights of Security Holders     2      8K 
 3: EX-10       Material Contract                                      6     21K 
 4: EX-10       Material Contract                                     11     41K 
 5: EX-11       Statement re: Computation of Earnings Per Share        2      6K 
 6: EX-13       Annual or Quarterly Report to Security Holders        45    204K 
 7: EX-21       Subsidiaries of the Registrant                         2      7K 
 8: EX-23       Consent of Experts or Counsel                          2      8K 
 9: EX-23       Consent of Experts or Counsel                          2     10K 
10: EX-24       Power of Attorney                                      2      9K 
11: EX-27     ƒ Financial Data Schedule                                2     10K 
12: EX-27       Financial Data Schedule                                2      9K 
13: EX-99       Miscellaneous Exhibit                                  2      9K 


10-K   —   Annual Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
4Item 2. Properties
5Item 3. Pending Legal Proceedings
"Item 4. Submission of Matters to a Vote of Security Holders
7Item 6. Selected Financial Data
"Item 7. Management's Discussion and Analysis of Financial Condition and
"Item 8. Financial Statements and Supplementary Data
"Item 9. Changes in and Disagreements with Accountants on Accounting and
8Item 11. Executive Compensation
"Item 12. Security Ownership of Certain Beneficial Owners and Management
"Item 13. Certain Relationships and Related Transactions
"Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required] For the Fiscal Year Ended December 27, 1997 Commission File No. 0-3701 Valmont Industries, Inc. ------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware 47-0351813 -------- ---------- (State or Other Jurisdiction (I.R.S. Employer Identification of Incorporation or Organization) Number) Valley, Nebraska 68064 ---------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Phone Number, Including Area Code: (402) 359-2201 Securities Registered Pursuant to Section 12(g) of the Act: Valmont Industries, Inc. Common Stock ------------------------------------ - $1.00 Par Value - Traded NASDAQ Stock Market (Symbol VALM) ---------------------------------------------------------- (Title of Class) ---------------- Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety days. Yes X No --- --- At March 6, 1998 there were outstanding 27,670,846 common shares of the Company. The aggregate market value of the voting stock held by non- affiliates of the Company on March 6, 1998 was $419,698,000. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Documents Incorporated by Reference ----------------------------------- Portions of the Company's annual report to shareholders for the fiscal year ended December 27, 1997 (the "Annual Report") are incorporated by reference in Parts I and II, and portions of the Company's proxy statement for its annual meeting of shareholders to be held on April 27, 1998 (the "Proxy Statement") are incorporated by reference in Part III. Page 1 of 85 ----- Index to Exhibits, Page 15 ---- PART I Item 1. Business. (a) General Description of Business Valmont Industries, Inc., a Delaware Corporation, (together with its subsidiaries the "Company") is engaged in industrial products and irrigation products businesses. The Industrial Products segment involves the manufacture and distribution of engineered metal structures and other fabricated products for industrial and commercial applications. The Irrigation Products segment involves the manufacture and distribution of agricultural irrigation equipment and related products. Early in 1997 the Company expanded one of its core competencies to create a new coatings division for quality protective coatings using the galvanizing process within the Irrigation Products segment. The description of Valmont's businesses set forth on pages 6 through 13 of the Company's Annual Report is incorporated herein by reference. The Company entered the Irrigation Products market in 1953 from its manufacturing location in Valley, Nebraska. The Industrial Products segment began producing and marketing engineered metal structures as a result of manufacturing support efforts for the irrigation business. Valmont has grown internally and by acquisition. Valmont has also divested certain businesses. Valmont's business expansions include (i) an expansion into the French steel and aluminum structures market in 1989 with the acquisition of Sermeto, (ii) the acquisition in 1991 of Valmont Nederland B.V. (formerly Nolte Mastenfabriek B.V.), a Dutch manufacturer of steel poles structures, (iii) the acquisition in 1991 of an 80% interest and the 1997 acquisition of the remaining 20% in Lampadaires Feralux, Inc., a Canadian producer of aluminum pole structures, (iv) the acquisition in 1994 of the assets of Energy Steel Corporation of Tulsa, Oklahoma, a manufacturer of utility products, (v) the acquisition of Microflect Company, Inc. in 1995, a manufacturer and installer of microwave communication structures, (vi) the 1996 acquisitions of TelecCentre, S.A., a French manufacturer of communication towers, and of Gibo-Conimast Verwaltung, GmbH a German manufacturer and distributor of pole structures for the lighting market, (vii) completion of the construction in 1997 of a new galvanizing plant in West Point, Nebraska, (viii) the acquisition in 1997 of a 70% interest in Valmont Services Irrigacao, Ltd., a Brazilian manufacturer of mechanized irrigation equipment, (ix) the acquisition of two galvanizing facilities in Tualatin, Oregon and in Lindon, Utah in January of 1998 and (x) the expansion of facilities in Siedlce, Poland during 1997. Divestitures include (i) the
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1989 divestiture of the Gate City Steel service center business, (ii) the 1993 exit of the Gate City Steel steel reinforcing bar business,(iii) the 1993 sale of its investment in Inacom Corp., a national microcomputer reseller business initially established as a division of the Company, (iv) the sale in 1994 of the assets of Good-All Electric, Inc., a Colorado producer of cathodic protection rectifiers, and (v) the January 1997 cash sale of the stock of Valmont Electric, Inc., a lighting ballast manufacturing business. (b) Industry Segments ----------------- The Company's business activities are currently classified into the Following industry segments: Industrial Products - The manufacture and distribution of engineered metal structures and fabricated products. Irrigation Products - The manufacture and distribution of agricultural irrigation equipment and related products. The amounts of revenues, operating income and identifiable assets attributable to each segment for each of the last three years are set forth on page 35 of the Annual Report and incorporated herein by reference. (c) Narrative Description of Business Principal Products Produced and Services Rendered. -------------------------------------------------- The information called for by this item is hereby incorporated by reference to pages 6 through 13 in the Company's Annual Report. Suppliers and Availability of Raw Materials. -------------------------------------------- Hot rolled steel coil and other carbon steel products are the primary raw materials utilized in the manufacture of finished products for the Industrial Products and Irrigation Products segments. These essential items are purchased from steel mills and steel service centers and are readily available. It is not likely that key raw materials would be unavailable for extended periods. Patents, Licenses, Franchises and Concessions. ---------------------------------------------- Valmont has a number of patents for its irrigation designs. The Company also has a number of registered trademarks. Management believes the loss of any individual patent would not have a material adverse effect on the financial condition of the Company.
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Seasonal Factors in Business. ----------------------------- Sales in the Company's irrigation segment can be somewhat seasonal based upon the agricultural growing season. Customers. ---------- The Company is not dependent for a material part of its business upon a single customer, or upon very few customers, the loss of any one of which would have a material adverse effect on the financial condition of the Company. Backlog. -------- The backlog of orders for the principal products manufactured and marketed was approximately $125.6 million at the end of the 1997 fiscal year and $133.6 million at the close of 1996. It is anticipated that most of the backlog of orders will be filled during fiscal year 1998. At year end, the backlog by segment was as follows (dollar amounts in millions): Dec. 27, Dec. 28, 1997 1996 --------- --------- Industrial Products $94.9 98.7 Irrigation Products 30.7 34.9 --------- --------- $125.6 133.6 ====== ====== Competitive Conditions. ----------------------- In the Industrial Products segment, Valmont is a major manufacturer and supplier of engineered metal structures to the lighting and traffic, utility and wireless communication industries; the Company delivers a broad line of custom engineered tubular steel products and manufactures and distributes fasteners and grating. The Irrigation Products segment involves the development, manufacture and distribution of mechanized irrigation equipment and related products for both the U.S. and international markets; in addition, the Irrigation Products segment supplies galvanizing services. The Company believes it is the world's leading manufacturer of mechanized irrigation systems. The key competitive strategy used by the Company in each segment is one of high quality and service.
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Research Activities. -------------------- The information called for by this item is hereby incorporated by reference to the "Research and Development" on page 33 in the Company's Annual Report. Environmental Disclosure. ------------------------- The Company is subject to various federal, state and local laws and regulations pertaining to environmental protection and the discharge of materials into the environment. Although the Company continues to incur expenses and to make capital expenditures related to environmental protection, it does not anticipate that future expenditures will materially impact the financial condition of the Company. Number of Employees. -------------------- At December 27, 1997, the number of employees was 3,751. Financial Information about Foreign Operations and Export Sales. ---------------------------------------------------------------- Valmont's international sales activity encompasses approximately ninety foreign countries. The information called for by this item is hereby incorporated by reference to "Summary by Geographical Area" on page 35 in the Annual Report. Item 2. Properties. ----------- The Company's primary plant and offices are located on a 352 acre site near Valley, Nebraska, which is approximately twenty miles west of Omaha, Nebraska. 336 of the acres are owned in fee. The other 16 acres are leased on a yearly basis from the Union Pacific Railroad Company, which serves the Company's primary plant, and which is entitled to terminate the lease on a one-year notice in the event that the land is required for railroad operations. The Valley, Nebraska location is used in common as the primary facilities by Irrigation Products and certain Industrial Products administrative and operating personnel. The Industrial Products segment's other significant properties are administrative, manufacturing and distribution facilities at Tulsa, Oklahoma and Brehnam, Texas. The Oklahoma facility has 350,000 square feet under roof on 24 acres of land whereas the Texas facility is
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located on 109 acres and has eight buildings, with 318,000 square feet under roof. The Company's Microflect subsidiary leases office and plant facilities in Salem, Oregon under long-term leases. Overseas the Industrial Products division has four locations in France, and one plant in each of the following countries: the Netherlands; Germany; Poland; and China. The Irrigation Products segment in addition to its operations at Valley, Nebraska, operates a mechanized irrigation facility in Uberaba, Brazil consisting of 135,000 square feet and a manufacturing facility for irrigation systems in Madrid, Spain. The protective coatings division operates a new 50,000 square foot facility in West Point, Nebraska and rents galvanizing facilities in Tualatin, Oregon, and Lindon, Utah; these two sites are 68,000 square feet and 36,000 square feet, respectively. The Company operates other facilities as set forth on the inside of the back cover of the Company's Annual Report, which information is incorporated herein by reference. Item 3. Pending Legal Proceedings. -------------------------- The Company is involved in a limited number of legal actions. Management believes that the ultimate resolution of all pending litigation will not have a material adverse effect on the Company's financial condition. Item 4. Submission of Matters to a Vote of Security Holders. ---------------------------------------------------- Not applicable. Executive Officers of the Company --------------------------------- The executive officers of the Company at December 27, 1997, their ages, positions held, and the business experience of each during the past five years are, as follows: Mogens C. Bay, Age 49, Chairman and Chief Executive Officer of the Company since January 1997. President and Chief Executive Officer of the Company from August 1993 to December 1996 and Director of the Company since October 1993. From 1991 to August 1993 served as President and Chief Operating Officer of the Irrigation Division of the Company. Gary L. Cavey, Age 49, President and Chief Operating Officer, Industrial Products Group since June 1995. President, North American Operations - Industrial and Construction Products of the Company from July 1994 to June 1995. From 1985 to July 1994 served as Vice President Marketing of Industrial and Construction Products of the Company.
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Vincent T. Corso, Age 50, Group President and Chief Operating Officer- Irrigation & Coatings Group. Previously Vice President - Operations from June 1994 until December 1996. Previously served as Vice President - Corporate Manufacturing, Emerson Electric from 1992 to June 1994. Thomas P. Egan, Jr., Age 49, Vice President, Corporate Counsel and Secretary of the Company since 1984. Joseph M. Goecke, Age 60, President - North American Irrigation Division since August 1993. Vice President -Operations of the Company's Irrigation Division from 1991 to August 1993. Terry J. McClain, Age 50, Senior Vice President and Chief Financial Officer. Previously Vice President and Chief Financial Officer of the Company from January 1994 until December 1996. Vice President -Finance and Accounting of the Irrigation Division of the Company from 1990 to January 1994. E. Robert Meaney, Age 50, President and Chief Operating Officer - Valmont International since February 1994. Previously served as President Directeur General, Continental Can France, S.A. from 1989 to February 1994. Brian C. Stanley, Age 55, Vice President - Investor Relations and Controller of the Company since January 1994. Vice President and Treasurer of the Company from 1990 to January 1994. Mark E. Treinen Age 42, Vice President - Business Development since January 1994. Director of Business Development of the Company from 1991 until January 1994.
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PART II Item 5. Market for the Registrant's Common Stock and Related Stockholder ---------------------------------------------------------------- Matters. -------- Item 6. Selected Financial Data. ------------------------ Item 7. Management's Discussion and Analysis of Financial Condition and --------------------------------------------------------------- Results of Operations. ---------------------- The information called for by items 5, 6 and 7 is hereby incorporated by reference to the following captioned paragraphs (at the pages indicated) in the Company's Annual Report: Page(s) In Annual Item Caption in Annual Report Report ---- ------------------------ ------ 5 Stock Trading Inside back cover 5 Stock Market Price and Dividends Declared 36 5 Approximate Number of Shareholders 22 - 23 5&6 Selected Eleven Year Financial Data 22 - 23 7 Management's Discussion and Analysis 16 - 21 Item 8. Financial Statements and Supplementary Data. -------------------------------------------- The financial statements called for by this item are hereby incorporated by reference to the Company's Annual Report as set forth on pages 24 through 35, together with the independent auditors' report on page 37. The supplemental quarterly financial information is incorporated herein by reference to page 36 of the Company's Annual Report. The independent auditors' report for the year ended December 30, 1995 is incorporated herein by reference to exhibit 99 of this Form 10-K. Item 9. Changes in and Disagreements with Accountants on Accounting and --------------------------------------------------------------- Financial Disclosure. --------------------- None.
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PART III -------- Item 10. Directors and Executive Officers of the Registrant. --------------------------------------------------- Item 11. Executive Compensation. ----------------------- Item 12. Security Ownership of Certain Beneficial Owners and Management. --------------------------------------------------------------- Item 13. Certain Relationships and Related Transactions. ----------------------------------------------- Except for the information relating to the executive officers of the Company set forth in Part I of this 10-K Report, the information called for by items 10, 11, 12 and 13 is hereby incorporated by reference to the sections entitled "Certain Shareholders", "Stock Option Grants in Fiscal Year 1997", "Options Exercised in Fiscal Year 1997 and Fiscal Year End Values", "Long-Term Incentive Plans", and "Section 16(a) Beneficial Reporting Compliance" in the Company's Proxy Statement. PART IV ------- Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. ---------------------------------------------------------------- (a)(1)(2) Financial Statements. See index to financial statement schedules --------------------- on page F-1. (a)(3) Exhibits. See exhibit index, incorporated herein by reference. --------- (b) Reports on Form 8-K. The Company filed no reports on Form 8-K -------------------- during the past fiscal quarter.
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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES Index to Consolidated Financial Statements and Consolidated Financial Statement Schedules Consolidated Financial Statements The following consolidated financial statements of Valmont Industries, Inc. and subsidiaries have been incorporated by reference to pages 24 to 35 of the Company's Annual Report to Shareholders for the year ended December 27, 1997: Independent Auditors' Reports - 1997 and 1996 are on page 37 of the annual report. See Exhibit 99 for the Independent Auditors' Report for 1995. Consolidated Balance Sheets - December 27, 1997 and December 28, 1996 Consolidated Statements of Operations - Three-Year Period Ended December 27, 1997 Consolidated Statements of Shareholders' Equity - Three-Year Period Ended December 27, 1997 Consolidated Statements of Cash Flows - Three-Year Period Ended December 27, 1997 Notes to Consolidated Financial Statements - Three- Year Period Ended December 27, 1997 Page ---- Consolidated Financial Statement Schedule Supporting Consolidated Financial Statement SCHEDULE II - Valuation and Qualifying Accounts F-4 All other schedules have been omitted as the required information is inapplicable or the information is included in the consolidated financial statements or related notes. Separate financial statements of the Registrant have been omitted because the Registrant meets the requirements which permit omission. F-1
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INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULE ------------------------------------------------------------ To the Board of Directors and Shareholders of Valmont Industries, Inc. Valley, Nebraska We have audited the consolidated financial statements of Valmont Industries, Inc. and Subsidiaries (the Company) as of December 27, 1997 and December 28, 1996, and for the years then ended, and have issued our report thereon dated February 6, 1998; such financial statements and report are included in the 1997 Annual Report to Shareholders of the Company and are incorporated herein by reference. Our audits also included the 1997 and 1996 financial statement schedule of the Company listed in Item 14 of this Form 10-K. 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 1997 and 1996 financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein. /S/DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Omaha, Nebraska February 6, 1998 F-2
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INDEPENDENT AUDITORS' REPORT ----------------------------- The Board of Directors and Shareholders Valmont Industries, Inc.: Under date of February 16, 1996, we reported on the consolidated financial statements of Valmont Industries, Inc. and subsidiaries as of December 30, 1995, and for the year then ended, as contained in the 1997 Annual Report to Shareholders and are incorporated herein by reference. Our audit also included the financial statement schedule of Valmont Industries, Inc. listed in the accompanying index. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audit. In our opinion, such financial statement schedule, when considered in relation to the consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. /S/KPMG PEAT MARWICK LLP KPMG PEAT MARWICK LLP Omaha, Nebraska February 16, 1996 F-3
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Schedule II VALMONT INDUSTRIES, INC. AND SUBSIDIARIES Valuation and Qualifying Accounts (Dollars in thousands) [Enlarge/Download Table] Balance at Charged to Deductions Balance at beginning profit and from close of period loss reserves* of period --------- ---- ------ ---------- Fifty-two weeks ended December 27, 1997 - Reserve deducted in balance sheet from the asset to which it applies - Allowance for doubtful receivables $ 2,299 194 361 2,132 ======= ===== ==== ===== Fifty-three weeks ended December 28, 1996 - Reserve deducted in balance sheet from the asset to which it applies - Allowance for doubtful receivables $ 2,941 796 1,438 2,299 ======= ===== ===== ===== Fifty-two weeks ended December 30, 1995 - Reserve deducted in balance sheet from the asset to which it applies - Allowance for doubtful receivables $ 2,798 684 541 2,941 ======= ===== ===== ===== *The deductions from reserves are net of recoveries. F-4
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SIGNATURES The Registrant. Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Omaha, State of Nebraska, on the 24th day of March, 1998. Valmont Industries, Inc. /S/Mogens C. Bay By___________________________ Mogens C. Bay Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Valmont Industries, Inc. and in the capacities indicated on the dates indicated. /S/ Mogens C. Bay 3/24/98 -------------------------- Director, President and ----------- Mogens C. Bay Chief Executive Officer Date (Principal Executive Officer) /S/ Terry J. McClain 3/24/98 -------------------------- Vice President and ----------- Terry J. McClain Chief Financial Officer Date (Principal Financial Officer) /S/ Brian C. Stanley 3/24/98 -------------------------- Vice President - Investor ---------- Brian C. Stanley Relations & Controller Date (Principal Accounting Officer) Robert B. Daugherty* John E. Jones * Charles M. Harper* Thomas F. Madison* Allen F. Jacobson* Walter Scott, Jr.* Lloyd P. Johnson * Kenneth E. Stinson* Robert G. Wallace * *Mogens C. Bay, by signing his name hereto, signs the Annual Report on behalf of each of the directors indicated on this 24th day of March, 1998. A Power of Attorney authorizing Mogens C. Bay to sign the Annual Report of Form 10-K on behalf of each of the indicated directors of Valmont Industries, Inc. has been filed herein as Exhibit 24. /S/ Mogens C. Bay By ------------------------- Mogens C. Bay Attorney-in-Fact
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INDEX TO EXHIBITS This Exhibit Index relates to exhibits filed as a part of this Report. Numbers are assigned to exhibits in accordance with Item 601 of Regulation S-K. Page numbers relate to the pages in the sequential numbering system where the exhibits can be found (for those exhibits which are not incorporated by reference). Exhibit 2(a) - Stock Purchase Agreement dated January 3, 1997 between Valmont Industries, Inc. and Chicago Miniature Lamp, Inc. This document was filed with the Company's Current Report on Form 8-K dated January 29, 1997 and is incorporated herein by reference. Exhibit 3(a) - The Company's Certificate of Incorporation, as amended. This document was filed with the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 1996 and is incorporated herein by reference. Exhibit 3(b) - The Company's By-Laws, as amended. This document was filed with the Company's Quarterly Report on Form 10-Q for the quarter ended September 28, 1996 and is incorporated herein by reference. Exhibit 4(a) - Rights Agreement dated as of December 19, 1995 between the Company and First National Bank of Omaha as Rights Agent. This document was filed with the Company's Current Report on Form 8-K dated December 19, 1995 and is incorporated herein by reference. Exhibit 4(b) - Certificate of Adjustment dated May 30, 1997 to Rights Agreement dated as of December 19, 1995...................Page 17 Exhibit 10(a) - The Company's 1983 Stock Option Plan.....................Page 18 Exhibit 10(b) - The Company's 1988 Stock Plan and certain amendments.....Page 23 Exhibit 10(c) - The Company's 1996 Stock Plan. This document was filed as Exhibit 10(e) to the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 1995 and is incorporated herein by reference. Exhibit 10(d) - The Valmont Executive Incentive Plan. This document was Filed as Exhibit 10(c) to the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 1995 and is incorporated herein by reference. Exhibit 11 - Statement Regarding Computation of Per Share Earnings....Page 33 Exhibit 13 - The Company's Annual Report to Shareholders for its fiscal year ended December 27, 1997..............Page 34 Exhibit 21 - Subsidiaries of the Company..............................Page 78 Exhibit 23(a) - Consent of Deloitte and Touche LLP.......................Page 79
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Exhibit 23(b) - Consent of KPMG Peat Marwick LLP.........................Page 80 Exhibit 24 - Power of Attorney........................................Page 81 Exhibit 27 - Financial Data Schedule..................................Page 82 Exhibit 99 - Independent Auditors' Report of KPMG Peat Marwick LLP....Page 84 Pursuant to Item 601(b)(4) of Regulation S-K, certain instruments with respect to Valmont Industries' long-term debt are not filed with this Form 10-K. Valmont will furnish a copy of such long-term debt agreements to the Securities and Exchange Commission upon request. Management contracts and compensatory plans are set forth as exhibits 10(a) through 10(d).
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Dates Referenced Herein   and   Documents Incorporated By Reference

Referenced-On Page
This 10-K Filing   Date First   Last      Other Filings
12/19/95148-K
12/30/9571410-K, DEF 14A, PRE 14A
2/16/9611
3/30/961410-Q
9/28/9614
12/28/9691210-K, DEF 14A
1/3/9714
1/29/97148-K
5/30/9714
For The Period Ended12/27/97114DEF 14A, PRE 14A
2/6/9810
3/6/981
Filed On / Filed As Of3/26/98DEF 14A
4/27/981
 
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