UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 25, 2004
Date of report (Date of earliest event reported)
Valmont Industries, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-31429 47-0351813
(Commission File Number) (IRS Employer Identification No.)
One Valmont Plaza
Omaha, NE 68154
(Address of Principal Executive Offices) (Zip Code)
(402) 963-1000
(Registrant's Telephone Number, Including Area Code)
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors of Principal Officers; Election of Directors;
Appointment of Principal Officers.
(d) On October 25, 2004, at a regularly scheduled meeting of the Board of
Directors of Valmont Industries, Inc., the Board of Directors elected Messrs.
Glen A. Barton and Kaj den Daas to the Board of Directors. Mr. Barton was
appointed to serve on the Compensation Committee of the Board of Directors and
Mr. den Daas was appointed to serve on the Governance and Nominating Committee
of the Board of Directors.
A copy of the press release announcing the directors election was issued on
October 25, 2004 and is attached hereto as Exhibit 99.1 and incorporated by
reference herein.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description
99.1 Press Release dated October 25, 2004
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 hereunto duly authorized.
Valmont Industries, Inc.
Date: October 25, 2004
By: /s/ Terry J. McClain
Name: Terry J. McClain
Title: Senior Vice President and
Chief Financial Officer
News Release October 25, 2004
Valmont Appoints Two New Members to Its Board of Directors
Omaha, NE - Valmont Industries, Inc. (NYSE: VMI), announced that it has
appointed Messrs. Glen A. Barton and Kaj den Daas to its Board of Directors.
Glen Barton retired earlier this year as Chairman and Chief Executive
Officer of Caterpillar, Inc. Caterpillar is the world's leading manufacturer of
construction and mining equipment, diesel and natural gas engines and industrial
gas turbines. Mr. Barton joined Caterpillar in 1961 as a college graduate
trainee. Mr. Barton received his Bachelors Degree in Civil Engineering from the
University of Missouri-Columbia in 1961. He completed the Stanford University
Executive program in 1977. Mr. Barton serves on the Inco Limited and Newmont
Mining Corporation Boards of Directors. He is also a member of the President's
Export Council. On the local level, Mr. Barton is currently serving as the
Chairman of the Peoria Civic Federation and as a director of PeoriaNext.
Kaj den Daas is Executive Vice President of Philips Lighting B.V. of the
Netherlands and the Chief Operating Officer of Business Group Lamps. Philips
Lighting Company is the world's largest manufacturer of lighting products. Royal
Philips Electronics N.V. is one of the world's biggest electronics companies and
Europe's largest. Mr. den Daas earned a Doctoral degree in Business Economics
from Erasmus University in the Netherlands in 1977. In 1986, he completed the
Advanced Management Program at INSEAD in Fontainebleau, France. Mr. den Daas is
a Director of EMGO, N.V. and Vice-Chairman of the Board of Directors of Philips
& Yaming Lighting Company Ltd.
Commenting on the two appointments, Mogens C. Bay, Valmont's Chairman and
Chief Executive Officer said, "I am very pleased to welcome Glen Barton and Kaj
den Daas to Valmont's Board. They both have vast global experience. They have a
deep understanding of manufacturing and distribution issues and they have
executed global expansions for their respective companies. They will be great
assets to Valmont as we further refine and implement our strategies to supply
products for infrastructure development and water management for agriculture in
the U.S. and around the world."
Valmont is the global leader in designing and manufacturing poles, towers
and structures for lighting and traffic, wireless communication and utility
markets, and a provider of protective coating services. Valmont also leads the
world in mechanized irrigation equipment for agriculture, enhancing food
production while conserving and protecting natural water resources. In addition,
Valmont produces a wide variety of tubing for commercial and industrial
applications.