<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K

(Mark One)

               (X)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934
                    For the fiscal year ended December 31, 1999
                                       OR
               ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934

                          Commission File Number 0-4197

                       UNITED STATES LIME & MINERALS, INC.
             (Exact name of Registrant as specified in its charter)

         TEXAS                                          75-0789226
-----------------------                  ---------------------------------------
State of Incorporation                   (I.R.S. Employer Identification Number)

13800 MONTFORT DRIVE, SUITE 330, DALLAS, TEXAS             75240
----------------------------------------------         -------------
  (Address of principal executive offices)               (Zip code)

       Registrant's telephone number, including area code: (972)-991-8400

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

             Title of Each Class               Name of Each Exchange on
                                                  Which Registered

                                      None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                          Common Stock, $0.10 par value

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 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 90 days.

                             Yes X             No
                                ---              ---

     Indicate by a 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 of this Form 10-K. [X]

     The aggregate market value of Common Stock held by non-affiliates as of
February 25, 2000: $13,017,778.

     Number of shares of Common Stock outstanding as of February 25, 2000:
3,981,664.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Part III incorporates information by reference from the Registrant's
definitive Proxy Statement to be filed for its 2000 Annual Meeting of
Shareholders. Part IV incorporates certain exhibits by reference from the
Registrant's previous filings.


<PAGE>   2

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                         PAGE

<S>                                                                                                     <C>
PART I.....................................................................................................1

       ITEM 1.    BUSINESS.................................................................................1
                  General..................................................................................1
                  Business and Products....................................................................1
                  Product Sales............................................................................1
                  Order Backlog............................................................................1
                  Seasonality..............................................................................2
                  Limestone Reserves.......................................................................2
                  Mining...................................................................................2
                  Plants and Facilities....................................................................3
                  Employees................................................................................4
                  Competition..............................................................................4
                  Environmental Matters....................................................................4
                  Disposition of Assets....................................................................5

       ITEM 2.    PROPERTIES...............................................................................5

       ITEM 3.    LEGAL PROCEEDINGS........................................................................5

       ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......................................5

PART II....................................................................................................5

       ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                  STOCKHOLDER MATTERS......................................................................5

       ITEM 6.    SELECTED FINANCIAL DATA..................................................................6

       ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS............................................7

       ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..............................11

       ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.............................................11

       ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.....................................................12

PART III..................................................................................................12

PART IV...................................................................................................12

       ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
                  ON FORM 8-K.............................................................................12

                  SIGNATURES..............................................................................15
</TABLE>



                                      -i-

<PAGE>   3

                 UNITED STATES LIME & MINERALS, INC. - FORM 10-K
                      For the Year Ended December 31, 1999

                                     PART I


ITEM 1. BUSINESS.

     GENERAL. The business of United States Lime & Minerals, Inc. (the "Company"
or the "Registrant"), which was incorporated in 1950, is the production and sale
of lime and limestone products. The Company extracts high-quality limestone from
its quarries and processes it for sale as pulverized limestone, quicklime, and
hydrated lime. These operations were conducted throughout 1999 at two
wholly-owned subsidiaries of the Company: Arkansas Lime Company and Texas Lime
Company. In June 1999, a third wholly-owned subsidiary, Colorado Lime Company,
purchased the assets of Calco, Inc., a small producer of pulverized limestone
products located in Salida, Colorado. The Company sold substantially all of the
assets of its subsidiary, Corson Lime Company, on June 21, 1997, see "Business -
Disposition of Assets." References to the Company herein include references to
its subsidiaries.

     The Company's principal corporate office is located at 13800 Montfort
Drive, Suite 330, Dallas, Texas 75240.

     BUSINESS AND PRODUCTS. The Company extracts raw limestone and then
processes it for sale as pulverized limestone, quicklime, and hydrated lime.
Pulverized limestone, also referred to as ground calcium carbonate, is a dried
product ground to granular and finer sizes. Quicklime (calcium oxide) is
produced by heating limestone to very high temperatures in kilns in a process
called calcination. Hydrated lime (calcium hydroxide) is produced by reacting
quicklime with water in a controlled process to produce a dry, white powder.

     Pulverized limestone is used primarily in the production of construction
materials such as asphalt paving and roofing shingles, as an additive to
agriculture feeds, as a soil enhancement, and for mine safety dust in coal
mining operations. Quicklime is used primarily in the manufacturing of paper
products, in sanitation and water filtering systems, in metal processing, and in
soil stabilization for highway and building construction. Hydrated lime is used
primarily in municipal sanitation and water treatment, in soil stabilization for
highway and building construction, in the production of chemicals, and in the
production of construction materials such as stucco, plaster and mortar.

     PRODUCT SALES. In 1999, the Company sold the majority of its products in
the states of Arkansas, Colorado, Kansas, Louisiana, Mississippi, Missouri, New
Mexico, Oklahoma, Tennessee, and Texas. Sales are made primarily by the
Company's six sales employees who call on potential customers and solicit orders
which are generally made on a purchase-order basis. The Company also receives
orders in response to bids that it prepares and submits to potential customers.

     Principal customers for the Company's lime and limestone products are
highway, street and parking lot contractors, chemical producers, paper
manufacturers, roofing shingle manufacturers, steel producers, glass
manufacturers, municipal sanitation and water treatment facilities, poultry and
cattle feed producers, governmental agencies, and electrical utility companies.

     Approximately 700 customers accounted for the Company's sales of lime and
limestone products during the year ended December 31, 1999. No single customer
accounted for more than 10% of such sales. The Company is not subject to
significant customer risks as its customers are considerably diversified as to
geographic location and industrial concentration. However, given the nature of
the lime and limestone industry, the Company's profits are very sensitive to
changes in volume.

     Lime and limestone products are transported by rail and truck to customers
generally within a radius of 400 miles of each of the Company's processing
plants. Sales of lime and limestone products are highest during the months of
March through November.

     Substantially all of the Company's sales are made within the United States.

     ORDER BACKLOG. The Company does not believe that backlog information
accurately reflects anticipated annual revenues or profitability from year to
year.



                                      -1-

<PAGE>   4


     SEASONALITY. The Company's sales have historically reflected seasonal
trends, with the largest percentage of total annual revenues being realized in
the second and third quarters. Lower seasonal demand normally results in reduced
shipments and revenues in the first and fourth quarters. Inclement weather
conditions generally have a negative impact on the demand for lime and limestone
products.

     LIMESTONE RESERVES. The Company has two subsidiaries which currently
extract limestone from open-pit quarries, the Texas Lime Company is located 14
miles from Cleburne, Texas, and the Arkansas Lime Company is located near
Batesville, Arkansas. A third subsidiary, the Colorado Lime Company, owns
limestone resources at Monarch Pass located 15 miles west of Salida, Colorado.
No mining took place on this property in 1999, although existing crushed stone
stockpiles on the property were used to provide feedstock to the plant in Salida
acquired from Calco, Inc. Access to all locations is provided by paved roads.

     Texas Lime Company operates upon a tract of land containing approximately
470 acres, including the Cleburne Quarry. In January 1999, the Company purchased
approximately 400 acres of additional land and now owns approximately 2,700
acres adjacent to the quarry. Both the quarry and the adjacent land contain
known high-quality limestone reserves in a bed averaging 28 feet in thickness,
with an overburden that ranges from 0 to 50 feet. The Company also has mineral
interests in approximately 560 acres of land adjacent to the northwest boundary
of the Company's property. The calculated reserves, as of January 31, 1999, were
approximately 44,000,000 tons of proven reserves and approximately 91,000,000
tons of probable reserves. Assuming the enhanced level of production following
the Texas modernization and expansion project is maintained, the Company
estimates that these reserves are sufficient to sustain operations for
approximately 100 years.

     Arkansas Lime Company operates the Batesville Quarry and has lime and
limestone production facilities on a second site linked to the quarry by its own
light-gauge railroad. The active quarry operations cover approximately 725 acres
of land containing a known deposit of high-quality limestone. The average
thickness of the high-quality limestone deposit is approximately 70 feet, with
an average overburden thickness of 35 feet. The Company also owns approximately
325 additional acres containing additional high-quality limestone deposits
adjacent to the present quarry but separated from it by a public highway. The
average thickness of this second high-quality limestone deposit is approximately
55 feet, with an average overburden of 20 feet. The calculated reserves, as of
January 31, 1999, were approximately 23,500,000 tons of proven reserves plus an
additional 33,500,000 tons of probable reserves. Assuming the present level of
production is maintained, the Company estimates that reserves are sufficient to
sustain operations for approximately 100 years. However, this estimate is
reduced to 50 years assuming that the Arkansas facility reaches projected
production levels after the planned modernization and expansion.

     Colorado Lime Company acquired the Monarch Pass Quarry in November 1995 and
has not carried out any mining on the property. A review of the potential
limestone resources has been completed by independent geologists. However, the
Company does not consider the cost of a drilling program to be economically
feasible at this time and, consequently, it is not possible to identify and
categorize reserves. The Monarch Pass Quarry, which had been operated for many
years until its closure in the early nineties, contains a mixture of limestone
types, including high-quality calcium limestone and dolomite. The Company
expects to utilize remaining crushed stone inventories to supply its processing
plant in nearby Salida. Developed quarry benches are available and will be mined
by contractors if the need arises.

     MINING. The Company extracts limestone by the open-pit method at its
Arkansas and Texas quarries. Monarch Pass is also an open-pit quarry, but is not
being worked at this time. The open-pit method consists of removing any
overburden comprising soil, trees, and other substances, including inferior
limestone, and then extracting the exposed high-quality limestone. Open-pit
mining is generally less expensive than underground mining. The principal
disadvantage of the open-pit method is that operations are subject to inclement
weather. The limestone is extracted by drilling and blasting utilizing standard
mining equipment, which is Company-owned. After extraction, limestone is
crushed, screened, and ground in the case of pulverized limestone, or further
processed in kilns and hydrators in the case of quicklime and hydrated lime,
before shipment. The Company has no knowledge of any recent changes in the
physical quarrying conditions on any of its properties which have materially
affected its mining operations, and no such changes are anticipated.



                                      -2-

<PAGE>   5


     PLANTS AND FACILITIES. The Company produces lime and/or limestone products
at three plants:

     Following the completion at the end of 1998 of a modernization and
expansion project at the Texas plant, the plant now has an annual capacity of
470,000 tons of quicklime from three rotary kilns. The plant has pulverized
limestone equipment which has a capacity to produce 700,000 tons of pulverized
limestone annually, depending on the product mix. The Texas project included the
installation of a new stone crushing and handling system, the addition of a
preheater to one of the existing kilns, additional storage, screening, and
shipping capacity, and a new support building housing a laboratory and
administrative and shop facilities. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital
Resources." In addition to the Cleburne plant, the Company owns a dormant plant
which is located near Blum, Texas on a tract of land covering approximately 40
acres. The Blum plant was acquired in 1989, and its kilns have not been operated
since that time; however, the plant's storage and shipment facilities are
currently being utilized.

     The Arkansas Lime production plant is situated on a tract of 290 acres
located approximately two miles from the Batesville Quarry to which it is
connected by a Company-owned light-gauge railroad. Utilizing six vertical kilns,
this plant has an annual capacity of 85,000 tons of quicklime. The plant has two
grinding systems which, depending on the product mix, have the capacity to
produce 700,000 tons of pulverized limestone annually.

     Over the past decade, Arkansas Lime Company has lost various accounts due
to poor product quality and service from the vertical lime kilns which were
installed in the 1920's. The Company has commenced a modernization and expansion
of the Arkansas facility, to be completed in two phases, which is designed to
improve quality and service and enable Arkansas Lime Company to compete for new
accounts and accounts with former customers lost due to the quality and service
issues. Phase I includes the redevelopment of the quarry plant, rebuilding of
the railroad to standard U.S. gauge, establishment of an out-of-state terminal,
and installation of a rotary kiln with preheater, along with increased product
storage and loading capacity. Completion of this phase is planned for the third
quarter of 2000, and will provide a modern lime works with an annual capacity of
up to approximately 200,000 tons of quicklime. In July 1999, the Company
purchased a disused feed mill in Shreveport, Louisiana. This facility is
connected to the Kansas City Southern railroad and is being re-furbished during
Phase I to provide lime storage and distribution capacity to service markets in
Louisiana and East Texas. Phase II will further expand lime production capacity
at Arkansas to approximately 350,000 tons of quicklime by the installation of a
second kiln with additional storage capacity. Phase II is currently scheduled
for completion in the first half of 2001, although the Company could defer, or
cancel, this phase depending on factors such as market demand and availability
of financing. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations - Liquidity and Capital Resources."

     The Company maintains lime hydrating equipment and limestone drying and
pulverizing equipment at both the Texas and Arkansas plants. Storage facilities
for lime and pulverized limestone products at each plant consist primarily of
cylindrical tanks, which are considered by the Company to be adequate to protect
its lime and limestone products and to provide an available supply for
customers' needs at the existing volume of shipments. Equipment is maintained at
each plant to load trucks, and at the Arkansas and Blum plants to load railroad
cars.

     The Colorado Lime Company operates a limestone drying, grinding and bagging
facility, with an annual capacity of 60,000 tons, on 99 acres of land in Salida,
Colorado. The property is leased from the Union Pacific Railroad for a term of 5
years, commencing June 1999, with renewal options for a further 10 years. A rail
loading spur is available, although the Company does not currently ship any
products by rail. This plant's facilities also include a small rotary lime kiln
which is permitted for operation but presently dormant. A mobile stone crushing
and screening plant is situated in the Monarch Pass Quarry, producing
agricultural grade limestone, with an annual capacity of up to 40,000 tons.

     The Company believes that its processing plants are adequately maintained
and insured. The Texas plant has recently been modernized and expanded, and the
Arkansas modernization and expansion project will replace the majority of the
old equipment at this facility. See "Managements Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital
Resources."


                                      -3-

<PAGE>   6


     EMPLOYEES. The Company employed, at December 31, 1999, 205 persons, 29 of
whom are engaged in sales, administrative, and management activities. Of the
Company's 176 production employees, 135 are covered by two collective bargaining
agreements. Both agreements were renewed during 1999. The Arkansas facility
agreement expires in January 2002, and the Texas facility agreement expires in
November 2002. The Company considers that its relationships with all employees
are good.

     COMPETITION. The lime industry is highly localized and competitive, with
quality, price, and proximity to customers being the prime competitive factors.
The Company's competitors are predominantly private companies.

     In recent years, the demand for lime has been relatively strong, and price
levels have gradually increased in the major business sectors. The Company
believes that the Transportation Equity Act for the 21st Century, signed into
law in June 1998, will provide a continuing strong level of demand from the
highway construction sector over the next few years.

     The lime industry is also characterized by high barriers to entry,
including: the scarcity of high-quality limestone deposits on which the required
zoning and permits for extraction can be obtained; the need for lime plants to
be located close to markets and railroad networks to enable cost-effective
production and distribution; recent clean air and anti-pollution legislation
which has made it more difficult to obtain permitting for new sources of
emissions such as lime kilns; and the high capital cost of the facilities. These
considerations reinforce the premium value of operations having permitted,
long-term, high-quality mineral reserves and good locations relative to markets.
Producers tend to be concentrated on known limestone formations where
competition takes place on a local basis. The industry as a whole has expanded
its customer base and, while the steel industry is still the largest market
sector, also counts pulp and paper producers and road builders among its major
customers. In recent years, the environmental-related uses for lime have been
expanding, including use in flue gas desulfurization and the treatment of both
waste and potable water.

     There is a continuing trend of consolidation in the lime and limestone
industry, with the three largest lime companies now accounting for approximately
70% of North American lime capacity. In addition to the consolidations, and
often in conjunction with them, many lime producers have undergone modernization
and expansion projects to upgrade their processing equipment in an effort to
improve operating efficiency. The Company's modernization and expansion projects
should allow it to continue to remain competitive, protect its markets, and
position itself for the future. In addition, the Company will continue to
evaluate external opportunities for expansion. However, circumstances outside of
the control of the Company may require it to revise its strategy, or otherwise
find ways to enhance the value of the Company, including entering into strategic
partnerships, mergers, or other transactions.

     ENVIRONMENTAL MATTERS. The Company owns or controls large areas of land
upon which it operates limestone quarries and their associated processing plants
with inherent environmental responsibilities. However, there is a low level of
environmental risk posed by the production of lime and limestone which are
benign and non-toxic to the environment.

     The Company's operations are subject to various federal, state, and local
environmental laws and regulations, including the Clean Air Act, the Clean Water
Act, the Resource Conservation and Recovery Act, and the Comprehensive
Environmental Response, Compensation, and Liability Act, as well as the Toxic
Substances Control Act. The rate of change of such legislation has been rapid
over the last decade, and compliance can require significant expenditures. For
example, recent federal legislation required Texas Lime Company and Arkansas
Lime Company to apply for "Title V" renewable operating permits which have
significant on-going compliance monitoring costs. While the Company cannot be
certain that it will always be able to comply with changing requirements without
a material impact on its business, it is not aware of any such impending change.
In part in response to requirements of environmental regulatory agencies, the
Company incurred capital expenditures of approximately $200,000 in 1999 and
$197,000 in 1998 on environmental compliance and is planning to incur
approximately $150,000 in 2000 excluding major capital projects. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources."

     In the judgment of management, forecastable expenditure requirements for
future environmental compliance are not of such dimension as to have a
materially adverse effect on the Company's financial condition, results of
operation, cash flows, or competitive position.

                                      -4-

<PAGE>   7


     The Company's recurring costs associated with managing and disposing of
potentially hazardous substances (such as fuels and lubricants used in
operations) and maintaining pollution control equipment amounted to
approximately $165,000 in 1999 and $167,000 in 1998. The Company has not been
named as a potentially responsible party in any superfund cleanup site.

     DISPOSITION OF ASSETS. Effective June 21, 1997, Corson Lime Company, a
wholly owned subsidiary of the Company, ceased operations and sold substantially
all of its aggregate and lime assets for $8,231,000 in cash, including a
$376,000 note collected in October 1997. The proceeds, net of expenses,
generated by the sale were used to partially fund the Texas plant modernization
and expansion project. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and Note 7 of Notes to Consolidated
Financial Statements for discussions regarding the disposition.

ITEM 2. PROPERTIES.

     Reference is made to Item 1 of this Report for a description of the
properties of the Company, and such description is hereby incorporated by
reference in answer to this Item 2. As discussed in Note 2 of Notes to
Consolidated Financial Statements, the Company's plant facilities and mineral
reserves are subject to encumbrances to secure the Company's loans.

ITEM 3. LEGAL PROCEEDINGS.

     Information regarding legal proceedings is set forth in Note 6 of Notes to
Consolidated Financial Statements and is hereby incorporated by reference in
answer to this Item 3.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     The Company did not submit any matters to a vote of security holders during
the fourth quarter 1999.


                                     PART II


ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     The Company's Common Stock is quoted on the Nasdaq Stock Market(R) under
the symbol "USLM." As of February 25, 2000, the Company had 825 stockholders of
record.

     As of February 25, 2000, the Company had 500,000 shares of $5.00 par value
preferred stock authorized, however, none had been issued.

     The high and low sales prices for the Company's Common Stock for the
periods indicated, as well as dividends declared, were:

<TABLE>
<CAPTION>
                                         1999                                          1998
                       ----------------------------------------      ----------------------------------------
                             MARKET PRICE                                MARKET PRICE
                       ------------------------     DIVIDENDS        ------------------------    DIVIDENDS
                           LOW          HIGH        DECLARED             LOW         HIGH        DECLARED
                       ------------ ----------- ---------------      ------------------------ ---------------
<S>                     <C>           <C>          <C>                <C>         <C>            <C>
First Quarter           $ 6 1/4       $ 8 1/32     $ 0.025            $ 6 1/2     $ 9            $ 0.025
Second Quarter          $ 6 1/2       $11          $ 0.025            $ 7 3/4     $ 9 1/8        $ 0.025
Third Quarter           $ 5 5/8       $ 8          $ 0.025            $ 6 5/16    $ 8 3/4        $ 0.025
Fourth Quarter          $ 6           $ 8          $ 0.025            $ 6         $ 8            $ 0.025
</TABLE>


                                      -5-

<PAGE>   8


ITEM 6. SELECTED FINANCIAL DATA.

<TABLE>
<CAPTION>
                                                       (dollars in thousands, except per share amounts)

                                                                       YEARS ENDED DECEMBER 31,
                                             ------------------------------------------------------------------------
                                                 1999           1998           1997           1996          1995
                                             ------------   ------------   ------------   ------------   ------------
<S>                                          <C>            <C>            <C>            <C>            <C>
Operating results
     Revenues                                $     31,537         28,769         32,404         40,159         41,419
                                             ============   ============   ============   ============   ============
     Net income                              $      2,533          2,929          3,096 a        2,602          4,260
                                             ============   ============   ============   ============   ============
Income per share of common stock
     Basic earnings                          $       0.64           0.74           0.79           0.67           1.11
                                             ============   ============   ============   ============   ============
     Diluted earnings                        $       0.64           0.74           0.78           0.66           1.11
                                             ============   ============   ============   ============   ============
</TABLE>

<TABLE>
<CAPTION>
                                                                        AS OF DECEMBER 31,
                                             ------------------------------------------------------------------------
                                                  1999          1998           1997           1996           1995
                                             ------------   ------------   ------------   ------------   ------------
<S>                                          <C>            <C>             <C>            <C>            <C>
  Total assets                               $     77,688         51,090         33,520         31,319         29,793
  Long-term debt,
       excluding current installments        $     42,500         16,196          2,167          3,238          4,381
  Stockholders' equity per
       outstanding share                     $       7.23           6.70           6.11           5.40           4.89
  Cash dividends per share                   $       0.10           0.10           0.10           0.10          0.075
  Employees at year end                               205            200            201            318            338
</TABLE>

---------------

    a.   Includes a loss on sale of Corson Lime Company assets of $405, net of
         related tax benefit ($506 gross), and the recognition of $2,300 in
         previously reserved deferred tax assets.


See "Management's Discussion and Analysis of Financial Condition and Results of
Operations," and Notes to Consolidated Financial Statements.


                                      -6-

<PAGE>   9


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.


RESULTS OF OPERATIONS.

     The following table sets forth selected financial information of the
Company expressed as a percentage of revenues for the periods indicated:


<TABLE>
<CAPTION>
                                                             YEARS ENDED DECEMBER 31,
                                                    ----------------------------------------
                                                       1999           1998           1997
                                                    ----------     ----------     ----------

<S>                                                 <C>            <C>            <C>
Revenues                                                   100%           100%           100%

Cost of revenues
     Labor and other operating expenses                    (58)           (66)           (73)
     Depreciation, depletion and amortization              (14)           (10)           (10)
                                                    ----------     ----------     ----------
         GROSS PROFIT                                       28             24             17

Selling, general and administrative expenses               (11)           (12)           (14)
                                                    ----------     ----------     ----------
         OPERATING PROFIT                                   17             12              3

Other (expenses) income:
     Interest expense                                       (8)            --              1
     Other, net                                              2              1              2

Federal and state income tax (expense) benefit              (3)            (3)             6
                                                    ----------     ----------     ----------

         NET INCOME                                          8%            10%            10%
                                                    ==========     ==========     ==========
</TABLE>

                                  1999 VS. 1998

     Revenues increased to $31,537,000 in 1999 from $28,769,000 in 1998, an
increase of $2,768,000, or 9.6%. This increase was a result of a 6.9% increase
in sales volume and a 2.7% increase in sales prices. Revenues from the Colorado
Lime plant in the last six months of 1999 contributed to the increase, as did
the continued strong demand from the Texas market.

     The Company's gross profit was $8,815,000 for 1999 compared to $7,061,000
for 1998, a 24.8%, or $1,754,000 increase. As a percentage of revenues, gross
profit margin increased to 28.0% in 1999 from 24.5% in 1998. Improving
production efficiencies at Texas Lime during the second half of 1999 contributed
to the increased gross profit margin.

     Selling, general and administrative ("SGA") expenses decreased slightly to
$3,482,000 in 1999 from $3,489,000 in 1998. As a percentage of revenues, SGA
expenses decreased to 11.0% in 1999 from 12.1% in 1998.

     Interest expense increased to $2,561,000 in 1999 from $26,000 in 1998. This
is a result of the Company's increased amount of debt. In addition, $962,000 of
interest costs associated with the modernization and expansion project at the
Texas facility were capitalized in 1998, while only $167,000 of interest costs
associated with the modernization and expansion project at the Arkansas facility
were capitalized in 1999.

     The Company's net income for 1999 decreased $396,000, or 13.5%, to
$2,533,000 ($0.64 per share) in 1999 from $2,929,000 ($0.74 per share) in 1998.
Although operating profit in 1999 increased by $1,761,000, or 49.3%, net income
was negatively impacted by the increase in interest expense in 1999 as compared
to 1998.


                                      -7-

<PAGE>   10

                                  1998 VS. 1997

     Revenues decreased from $32,404,000 in 1997 to $28,769,000 in 1998, a
decrease of $3,635,000 or 11.2%. The decrease in revenues resulted from the sale
of the assets of the Company's Corson Lime Company subsidiary in June 1997.
Excluding Corson, revenues increased by $1,268,000, or 4.6%, from 1997,
resulting from a 3.6% increase in sales volume and 1.0% increase in sales
prices. Demand remained strong in the Texas market during 1998, but sales at
Texas were negatively impacted by the inevitable production inefficiencies
caused by the extensive construction activities that took place at that facility
in 1998. Arkansas continued to be negatively impacted by production
inefficiencies at the facility resulting from the antiquated plant.

     The Company's gross profit was $7,061,000 for 1998 compared to $5,419,000
for 1997, a 30.3%, or $1,642,000 increase. The 1998 gross profit was improved
principally by eliminating the high production costs at the Corson operations,
partially offset by higher fuel costs in the first half of 1998.

     SG&A expenses decreased from $4,520,000 in 1997 to $3,489,000 in 1998, a
22.8% decrease. In 1997, SG&A was negatively impacted by a one-time severance
payment due to a former employee under an employment agreement and additional
professional consulting fees. SG&A expenses decreased as a percent of revenues
to 12.1% in 1998, from 13.9% in 1997.

     Interest expense decreased by $342,000 in 1998 from 1997, as substantially
all interest costs were capitalized in connection with the modernization and
expansion project at the Texas facility.

     The Company's net income for 1998 decreased $167,000, or 5.4%, from
$3,096,000 ($0.79 per share basic and $0.78 diluted) in 1997, to $2,929,000
($0.74 basic and diluted). This decrease is attributable principally to the
favorable impact in 1997 of recognizing $2,300,000 ($0.59 basic and $0.58
diluted) in previously reserved deferred tax assets, which was partially offset
by a loss of $405,000, net of tax benefit ($0.10 basic and diluted), on the sale
of the Corson assets.

FINANCIAL CONDITION.

     LIQUIDITY AND CAPITAL RESOURCES. In 1999, cash flow from operations was
$2,208,000, a decrease of $3,226,000, or 59.4%, from 1998. The decrease was
principally related to an increase in inventories arising from the increased
capacity of the expanded Texas plant and the acquisition of Calco, Inc., the
costs associated with the financing agreement, and a reduction in accounts
payable due to final settlements of contractual costs relating to the Texas
project.

     Capital expenditures for 1999 totaled $10,860,000, compared to $22,790,000
in 1998. Of the 1999 expenditures, approximately $5,700,000 related to the
modernization and expansion project at the Arkansas facility, while $17,394,000
of the 1998 expenditures related to the modernization and expansion project at
the Texas facility.

     At December 31, 1999, the Company had cash or cash equivalents totaling
$18,021,000, compared with $688,000 at the end of 1998. The increased balance is
due to the draw down of a total of $45,000,000 during 1999 in accordance with
the pre-determined draw schedule contained in the Company's new term loan
agreement (See "Banking Facilities"). Of this total, approximately $20,000,000
was used to retire all then-existing debt on April 22, 1999, and $10,860,000 was
used for capital expenditures.

     The Company completed the modernization and expansion project at the Texas
facility at the end of 1998 and, in November 1999, commenced a similar project
for the Arkansas facility. Excluding expenditures for the Company's planned
modernization and expansion project at Arkansas Lime, the Company expects to
spend approximately $2,000,000 to $3,000,000 per year over the next several
years. These expenditures are considered normal recurring capital and
re-equipping projects at the plant facilities to maintain or improve efficiency
and reduce costs.

     The Texas project was completed at the end of 1998, although the customary
"de-bugging" of the new plant required a further six months. By the end of 1999,
this plant was demonstrating the improved efficiencies projected, and the year
ended with maximum product inventories ready to service the market which is
expected to expand further in 2000.


                                      -8-

<PAGE>   11


     During 1999, Texas Lime's sales of pulverized limestone to roofing
manufacturers declined, principally because of reliability problems with this
production equipment, the problems with which had not been fully resolved as a
part of the major project. This issue is being addressed in 2000 when a
duplication of this production line, costing approximately $1,250,000, will
provide for equipment redundancy.

     The Arkansas modernization and expansion project commenced with ground
breaking in November 1999 and will be completed in two phases: Phase I will
cover the redevelopment of the quarry plant, rebuilding of the railroad to
standard U.S. gauge, establishment of an out-of-state terminal, and installation
of a rotary kiln with a preheater, along with increased product storage and
loading capacity. The financing for Phase I was secured in April 1999, and the
final operating air permit for this phase was received in September 1999,
enabling construction orders to be placed. Completion of Phase I is planned for
the third quarter of 2000.

     Phase II of the Arkansas project will further expand the plant capacity
through the installation of a second kiln with additional storage capacity.
Although the Company could determine to defer, or cancel, Phase II depending
upon such factors as market demand and the availability of financing, it has
applied for an operating air permit and currently plans to complete Phase II in
the first half of 2001.

     The Arkansas improvements should allow the Company to better serve its
customers by improving both product quality and customer service while
increasing the production capacity of quicklime and hydrated lime. With the
improvements, the Company expects to be in a better position to compete for
customers who currently cannot use the Company's lime in their processes due to
insufficient supply capability from the existing plant or quality constraints.
The rotary kiln will have lower operating costs and a greater capacity than the
six shaft kilns currently in use. In addition to increasing capacity, this kiln
will also be able to consistently produce high-quality lime for use by certain
manufacturing customers who currently do not buy lime from the Arkansas
facility. The storage, screening, and load-out facilities will also
substantially reduce the amount of time required for the loading of bulk
quicklime trucks and railcars. The modernization and expansion project will
increase both production and shipping capacity, will lower operating costs, and
will allow for a more efficient utilization of the work force.

     Phase I of the Arkansas project is currently projected to cost
approximately $24,000,000. If Phase II proceeds on schedule, it is currently
estimated to cost approximately $9,500,000. The Company intends to finance the
Arkansas project through a combination of internally generated funds and its
banking facilities. There can be no assurance that sufficient funds will be
available to the Company to complete Phase II of the Arkansas project as
currently contemplated.

     The Company is not contractually committed to any planned capital
expenditures until actual orders are placed for equipment or services. As of
December 31, 1999, the Company had liabilities for open equipment and
construction orders totaling approximately $14,000,000 related to the Arkansas
modernization and expansion project.

     BANKING FACILITIES. On April 22, 1999, the Company entered into a new
credit agreement with a consortium of commercial banks for a $50,000,000 Senior
Secured Term Loan (the "Loan"). The Loan is repayable over a period of
approximately 8 years, maturing on March 30, 2007, and requires monthly
principal payments of $277,777.78 beginning April 30, 2000, with a final
principal payment of $26,944,444.26 on March 30, 2007, which equates to a
15-year amortization, assuming the final draw down of $5,000,000 on March 30,
2000 is completed.

     The Company agreed to pay a fee equivalent to 2-1/2% of the Loan value to
the placement agent. The fee due on the first $30,000,000 advanced was paid on
closing, and the fee due on the remaining $20,000,000 was paid in September 1999
when the first installment of this portion was funded.

     Upon execution of the Loan agreement, the first $30,000,000 was advanced,
of which approximately $20,000,000 was used to retire all existing bank loans,
with the balance to be used primarily for the modernization and expansion of the
Arkansas operations. Under the terms of the Loan agreement, the remaining
$20,000,000 of the Loan facility could be drawn down in four equal quarterly
installments beginning June 30, 1999, and ending March 30, 2000, and will be
used exclusively for the Arkansas project. Commencement of the draw down of the
quarterly installments was conditional upon the Company receiving an operating
air permit for Phase I of the Arkansas project by December 31, 1999. In
September 1999, the Company received the final operating air permit for Phase I,
and immediately placed construction orders. As a consequence of receiving this
permit, the Company drew down a further $10,000,000 during September, and a
further $5,000,000 during December, making a total of $45,000,000 advanced at
December 31, 1999, under the terms of the Loan.


                                      -9-

<PAGE>   12

     The interest rate on the first $30,000,000 of the Loan is 8.875%.
Subsequent installments bear interest from the date they are funded at 3.52%
above the secondary market yield of the United States Treasury obligation
maturing May 15, 2005. On September 24, 1999, the Company drew down $5,000,000,
bearing an interest rate of 9.54%. On September 30, 1999, the Company drew down
a further $5,000,000, bearing an interest rate of 9.35%. On December 31, 1999,
the Company drew down a further $5,000,000, bearing an interest rate of 9.94%.

     In connection with the repayment of the prior term loan, the Company
terminated an interest rate protection agreement, which it had entered into with
its bank to modify the interest characteristics of $9,000,000 of its
then-outstanding term debt from a variable to a fixed rate (the "Swap
Agreement"). As a result of the termination of the Swap Agreement, the Company
was obligated to pay the bank a $102,000 termination payment, which was expensed
in the second quarter 1999 as an adjustment to interest expense.

     As of April 22, 1999, the Company also entered into a second amendment of
its amended and restated loan and security agreement with the lead bank which
provides for a $4,000,000 revolving credit facility. The current agreement
contains essentially the same terms as the previous agreement and has a maturity
date of April 21, 2000. The revolving credit facility bears interest at LIBOR
plus 1.40%, which rate will increase in accordance with a defined rate spread
based upon the Company's then-current ratio of total funded debt to earnings
before interest, taxes, depreciation and amortization (EBITDA). At December 31,
1999, the Company had not drawn down any funds under the revolving credit
facility.

     The Loan is secured by a first lien on substantially all of the Company's
assets, with the exception of accounts receivable and inventories which have
been used to secure the amended $4,000,000 revolving credit facility. The Loan
agreement contains covenants that restrict the incurrence of debt, guaranties
and liens, and places certain restrictions on the payment of dividends and the
sale of significant assets. The Company is also required to meet minimum debt
service coverage ratios on an on-going basis and maintain a minimum level of
tangible net worth.

     As of December 31, 1999, the Company had approximately $45,000,000 in total
bank debt outstanding.

     ENVIRONMENTAL MATTERS. The Company's operations are subject to various
environmental laws and regulations. In part in response to requirements of
environmental regulatory agencies, the Company incurred capital expenditures of
approximately $200,000 in 1999 and $197,000 in 1998. In the judgment of
management, forecastable environmental expenditure requirements for the future
are not of such dimension as to have a materially adverse effect on the
Company's financial condition, results of operations, cash flows, or competitive
position. See "Business--Environmental Matters."

     YEAR 2000 COMPLIANCE. The Company was previously using certain customized
accounting software which was not Y2K compliant. To address this problem, the
Company selected a commercially available accounting software and completed the
installation and conversion in November 1999. The cost of this installation was
approximately $250,000.

     There were no adverse impacts experienced by the Company or its major
customers and suppliers as a result of the new millennium. The Company will
continue to monitor the situation.

     FORWARD-LOOKING STATEMENTS. Any statements contained in this Annual Report
that are not statements of historical fact are forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995. Forward-looking
statements in this Report, including without limitation, statements relating to
the Company's plans, strategies, objectives, expectations, intentions, and
adequacy of resources, are identified by such words as "will," "could,"
"should," "believe," "expect," "intend," "plan," "schedule," "estimate," and
"project." The Company undertakes no obligation to publicly update or revise any
forward-looking statements. Investors are cautioned that forward-looking
statements involve risks and uncertainties that could cause actual results to
differ materially from expectations, including without limitation the following:
(i) the Company's plans, strategies, objectives, expectations, and intentions
are subject to change at any time at the discretion of the Company; (ii) the
Company's plans and results of operations will be affected by the Company's
ability to manage its growth and modernization; and (iii) other risks and
uncertainties set forth below or indicated from time to time in the Company's
filings with the Securities and Exchange Commission.


                                      -10-

<PAGE>   13

ADDITIONAL FACTORS.

     EFFECTS OF LEVERAGE AND RESTRICTIONS IMPOSED BY TERMS OF THE COMPANY'S
INDEBTEDNESS. Following the closing of the Company's $50,000,000 term loan
facility, the Company is significantly more leveraged than it has been in the
recent past, and a substantial portion of its cash flows from operations will be
dedicated to the payment of principal and interest on indebtedness. As of
December 31, 1999, the Company's total consolidated indebtedness and total
stockholders' equity were $45,000,000 and $28,800,000, respectively, and total
indebtedness represented 61.0% of total capitalization. The Company may need to
obtain additional financing to complete the Arkansas project.

     The ability of the Company to service its debt and to comply with the
financial and restrictive covenants contained in its loan agreements will depend
upon its future performance and business growth, including the Company's ability
to recapture the Arkansas Lime market, which, in turn, are subject to financial,
economic, competitive, and other factors, many of which are beyond the Company's
control.

     PERMITTING CONDITIONS FOR THE ARKANSAS PLANT. In September 1999, the
Company received a Prevention of Significant Deterioration ("PSD") permit in
respect of Phase I of the modernization and expansion project for its Arkansas
facility. This permit covers air emissions generated at the facility and
contains stringent emission limits and performance criteria that the proposed
rotary lime kiln and plant must meet. Until the new plant is operational and has
demonstrated its ability to achieve compliance with the permit conditions, there
can be no assurance that additional capital will not be required, or operating
conditions imposed, in order to achieve compliance with the PSD permit.

     A second PSD permit has been applied for in respect of the kiln to be
installed in Phase II of the project. There can be no guarantee that this permit
will be obtained or that it will contain achievable emission limits and
performance criteria.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


                                      NONE


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

<TABLE>
<CAPTION>
        INDEX TO CONSOLIDATED FINANCIAL STATEMENTS.

<S>                                                                                  <C>
        Report of Independent Auditors                                                 F1

        Consolidated Financial Statements:

                 Consolidated Balance Sheets as of December 31, 1999 and 1998          F2

                 Consolidated Statements of Income for the Years Ended
                          December 31, 1999, 1998 and 1997                             F3

                 Consolidated Statements of Stockholders' Equity for
                          the Years Ended December 31, 1999, 1998, and 1997            F4

                 Consolidated Statements of Cash Flows for the Years
                          Ended December 31, 1999, 1998 and 1997                       F5

                 Notes to Consolidated Financial Statements                            F6
</TABLE>


                                      -11-

<PAGE>   14

                 UNITED STATES LIME & MINERALS, INC. - FORM 10-K




                         REPORT OF INDEPENDENT AUDITORS






The Board of Directors and Stockholders
United States Lime & Minerals, Inc.




We have audited the consolidated balance sheets of United States Lime &
Minerals, Inc. and subsidiaries as of December 31, 1999 and 1998, and the
related consolidated statements of income, stockholders' equity, and cash flows
for each of the three years in the period ended December 31, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of United
States Lime & Minerals, Inc. and subsidiaries as of December 31, 1999 and 1998,
and the consolidated results of their operations and their cash flows for each
of the three years in the period ended December 31, 1999, in conformity with
accounting principles generally accepted in the United States.




                                                              ERNST & YOUNG LLP





Dallas, Texas
January 28, 2000


                                      -F1-

<PAGE>   15

                           CONSOLIDATED BALANCE SHEETS
                             (dollars in thousands)


<TABLE>
<CAPTION>
                                                                            DECEMBER 31,
                                                                      ------------------------
ASSETS                                                        NOTES      1999          1998
                                                              -----   ----------    ----------
<S>                                                           <C>     <C>           <C>
Current assets:
     Cash and cash equivalents                                        $   18,021           688
     Trade receivables, net                                      1         4,166         3,360
     Inventories                                                 1         4,266         3,154
     Prepaid expenses and other assets                                       163           139
                                                                      ----------    ----------
         Total current assets                                             26,616         7,341

Property, plant and equipment, at cost:                          1
     Land                                                                  3,366         2,991
     Building and building improvements                                    1,940         1,820
     Machinery and equipment                                              75,705        67,151
     Furniture and fixtures                                                  949           631
     Automotive equipment                                                    551           635
                                                                      ----------    ----------
                                                                          82,511        73,228
     Less accumulated depreciation                                      (35,381)      (32,152)
                                                                      ----------    ----------
         Property, plant and equipment, net                               47,130        41,076

Deferred tax asset, net                                          3         2,136         2,465
Other assets, net                                                1         1,806           208
                                                                      ----------    ----------
         TOTAL ASSETS                                                 $   77,688        51,090
                                                                      ==========    ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Current installments of long-term debt                      2    $    2,500         2,643
     Accounts payable - trade                                              1,953         3,668
     Accrued expenses                                                      1,580         1,666
                                                                      ----------    ----------
              Total current liabilities                                    6,033         7,977
Long-term debt, excluding current installments                   2        42,500        16,196
Other liabilities                                                            358           253
                                                                      ----------    ----------
         TOTAL LIABILITIES                                                48,891        24,426
Commitments and contingencies                                    6            --            --
Stockholders' equity:                                          2,4,5
     Preferred stock, $5 par value;
         authorized 500,000 shares; none issued                               --            --
     Common stock, $0.10 par value; authorized
         15,000,000 shares; issued 5,294,065 shares                          529           529
     Additional paid-in capital                                           14,819        14,866
     Retained earnings                                                    27,376        25,243
     Less treasury stock at cost; 1,312,401 shares
         and 1,316,876 shares of common stock                            (13,927)      (13,974)
                                                                      ----------    ----------
              Total stockholders' equity                                  28,797        26,664
                                                                      ----------    ----------
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $   77,688        51,090
                                                                      ==========    ==========
</TABLE>


           See accompanying notes to consolidated financial statements


                                      -F2-

<PAGE>   16

                        CONSOLIDATED STATEMENTS OF INCOME
                (dollars in thousands, except per share amounts)


<TABLE>
<CAPTION>
                                                                          YEARS ENDED DECEMBER 31,
                                                                   --------------------------------------
                                                            NOTES     1999          1998          1997
                                                            -----  ----------    ----------    ----------
<S>                                                         <C>    <C>           <C>           <C>
Revenues                                                           $   31,537        28,769        32,404
Cost of revenues:
     Labor and other operating expenses                                18,295        18,920        23,548
     Depreciation, depletion and amortization                           4,427         2,788         3,437
                                                                   ----------    ----------    ----------
                                                                       22,722        21,708        26,985
                                                                   ----------    ----------    ----------

         GROSS PROFIT                                                   8,815         7,061         5,419

Selling, general and administrative expenses                            3,482         3,489         4,520
                                                                   ----------    ----------    ----------

         OPERATING PROFIT                                               5,333         3,572           899

Other expenses (income):
     Interest expense                                         2         2,561            26           368
     Loss (gain) on sale of assets, net                                   (18)          124            14
     Other, net                                                          (587)         (432)         (477)
                                                                   ----------    ----------    ----------
                                                                        1,956          (282)          (95)
                                                                   ----------    ----------    ----------

         INCOME BEFORE TAXES                                            3,377         3,854           994
Income tax expense (benefit), net                             3           844           925        (2,102)
                                                                   ----------    ----------    ----------

         NET INCOME                                                $    2,533         2,929         3,096
                                                                   ==========    ==========    ==========

INCOME PER SHARE OF COMMON STOCK:                           1, 8
     Basic earnings per common share                               $     0.64          0.74          0.79
                                                                   ==========    ==========    ==========
     Diluted earnings per common share                             $     0.64          0.74          0.78
                                                                   ==========    ==========    ==========
</TABLE>


           See accompanying notes to consolidated financial statements


                                      -F3-
<PAGE>   17

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                             (dollars in thousands)


                  YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997



<TABLE>
<CAPTION>
                                     Common Stock      Additional  Retained   Accumulated   Comprehensive  Treasury     Total
                                 --------------------   Paid-In     Earnings    Other            Income     Stock
                                   Shares    Amount     Capital              Comprehensive
                                Outstanding                                     Income
                                 ---------  ---------  ---------   ---------   ---------    -------------  ---------  ---------

<S>                              <C>        <C>        <C>         <C>          <C>         <C>            <C>        <C>
  BALANCE AT DECEMBER 31, 1996   3,921,853  $     529     15,311      20,008        (120)             --     (14,562)     21,166
     Stock options exercised        30,000         --       (176)         --          --              --         319         143
     Common stock dividends             --         --         --        (394)         --              --          --        (394)
     Adjustments to reflect
       minimum pension
       liability                        --         --         --          --         139             139          --         139
     Net income                         --         --         --       3,096          --           3,096          --       3,096
                                                                                               ---------
        Comprehensive Income            --         --         --          --          --           3,235          --          --
                                 ---------  ---------  ---------   ---------   ---------       ---------   ---------   ---------

  BALANCE AT DECEMBER 31, 1997   3,951,853  $     529     15,135      22,710          19              --     (14,243)     24,150
     Stock options exercised        25,336         --       (269)         --          --              --         269          --
     Common stock dividends             --         --         --        (396)         --              --          --        (396)
     Adjustments to reflect
       minimum pension
       liability                        --         --         --          --         (19)            (19)         --         (19)
     Net income                         --         --         --       2,929          --           2,929          --       2,929
                                                                                               ---------
        Comprehensive Income            --         --         --          --          --           2,910          --          --
                                 ---------  ---------  ---------   ---------   ---------       ---------   ---------   ---------

  BALANCES AT DECEMBER 31, 1998  3,977,189  $     529     14,866      25,243          --              --     (13,974)     26,664
     Stock options exercised         4,475         --        (47)         --          --              --          47          --
     Common stock dividends             --         --         --        (400)         --              --          --        (400)
     Adjustments to reflect
       minimum pension
       liability                        --         --         --          --          --              --          --          --
     Net income                         --         --         --       2,533          --           2,533          --       2,533
                                                                                               ---------
        Comprehensive Income            --         --         --          --          --           2,533          --          --
                                 ---------  ---------  ---------   ---------   ---------       ---------   ---------   ---------
  BALANCES AT DECEMBER 31, 1999  3,981,664  $     529     14,819      27,376          --              --     (13,927)     28,797
                                 =========  =========  =========   =========   =========       =========   =========   =========
</TABLE>


           See accompanying notes to consolidated financial statements


                                      -F4-

<PAGE>   18

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (dollars in thousands)


<TABLE>
<CAPTION>
                                                                     YEARS ENDED DECEMBER 31,
                                                             -----------------------------------------
                                                                1999            1998           1997
                                                             -----------    -----------    -----------
<S>                                                          <C>            <C>            <C>
OPERATING ACTIVITIES:
Net income                                                   $     2,533          2,929          3,096
     Adjustments to reconcile net income
     to net cash provided by operations:
         Depreciation, depletion and amortization                  4,600          2,925          3,503
         Amortization of financing costs                             145             --             50
         Deferred income taxes (benefit)                             329             72         (2,537)
         Loss (gain) on sale of assets                               (18)           124             14
         Loss on sale of Corson Lime Company assets                   --             --            506
         Changes in assets and liabilities:
              (Increase) / decrease in trade receivables            (806)           264          1,528
              (Increase) / decrease in inventories                (1,112)          (153)           332
              (Increase) / decrease in prepaid expenses              (24)           (28)           (19)
              (Increase) / decrease in other assets               (1,743)          (154)           292
              Increase / (decrease) in accounts payable
               and accrued expenses                               (1,801)          (697)           973
              Increase / (decrease) in other liabilities             105            152           (474)
                                                             -----------    -----------    -----------
         Total adjustments
                                                                    (325)         2,505          4,168
                                                             -----------    -----------    -----------
         Net cash provided by operations                     $     2,208          5,434          7,264

INVESTING ACTIVITIES:
     Purchase of property, plant and equipment               $   (10,860)       (22,790)       (11,872)
     Proceeds from sale of Corson Lime Company
       assets, net of expenses                                        --             --          7,745
     Proceeds from sale of property, plant and
       equipment                                                     224             71             44
                                                             -----------    -----------    -----------
         Net cash used in investing activities               $   (10,636)       (22,719)        (4,083)

FINANCING ACTIVITIES:
     Proceeds from exercise of stock options                 $        --             --            143
     Payment of common stock dividends                              (400)          (396)          (394)
     Proceeds from borrowings                                     47,000         16,357          2,900
     Repayments of debt                                          (20,839)          (756)        (4,043)
     Repayment of pension fund liability                              --            (19)            --
                                                             -----------    -----------    -----------
         Net cash provided by (used in) financing
            activities                                       $    25,761         15,186         (1,394)
                                                             -----------    -----------    -----------
         Net increase (decrease) in cash and
            cash equivalents                                      17,333         (2,099)         1,787
     Cash and cash equivalents at beginning of period                688          2,787          1,000
                                                             -----------    -----------    -----------

     Cash and cash equivalents at end of period              $    18,021            688          2,787
                                                             ===========    ===========    ===========
</TABLE>


           See accompanying notes to consolidated financial statements

                                      -F5-

<PAGE>   19

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (dollars in thousands, except per share amounts)


                  YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997


(1)  Summary of Significant Accounting Policies

     (a)  Organization

          The Company is a manufacturer of lime and limestone products supplying
          primarily the steel, paper, agriculture, municipal sanitation and
          water treatment, and construction industries. The Company is
          headquartered in Dallas, Texas and operates lime and limestone plants
          in Arkansas, Colorado and Texas through its wholly owned subsidiaries,
          Arkansas Lime Company, Colorado Lime Company and Texas Lime Company,
          respectively. Through June 21, 1997, the Company also operated in
          Pennsylvania through a wholly owned subsidiary, Corson Lime Company
          (see Note 7 of Notes to Consolidated Financial Statements).

     (b)  Principles of Consolidation

          The consolidated financial statements include the accounts of the
          Company and its subsidiaries. All material intercompany balances and
          transactions have been eliminated.

     (c)  Use of Estimates

          The preparation of the financial statements in conformity with
          generally accepted accounting principles requires management to make
          estimates and assumptions that affect the amounts reported in the
          financial statements and accompanying notes. Actual results could
          differ from those estimates.

     (d)  Statements of Cash Flows

          For purposes of reporting cash flows, the Company considers all
          certificates of deposit and highly-liquid debt instruments, such as
          U.S. treasury bills and notes, with original maturities of three
          months or less to be cash equivalents. Cash equivalents are carried at
          cost plus accrued interest, which approximates fair market value.

          Supplemental cash flow information is presented below:

<TABLE>
<CAPTION>
                                                   1999         1998         1997
                                                ----------   ----------   ----------
<S>                                             <C>          <C>          <C>
Cash paid during the period for:
     Interest (net of amounts capitalized)      $    3,544          900          321
                                                ==========   ==========   ==========
     Income taxes                               $      470          439          654
                                                ==========   ==========   ==========
</TABLE>


     (e)  Trade Receivables

          Trade receivables are presented net of the related allowance for
          doubtful accounts, which totaled $93 and $52 at December 31, 1999 and
          1998, respectively.


                                      -F6-

<PAGE>   20

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (dollars in thousands, except per share amounts)


     (f)  Inventories

          Inventories are valued principally at the lower of cost, determined
          using the average cost method, or market. Costs include materials,
          labor, and production overhead.

          A summary of inventories is as follows:
<TABLE>
<CAPTION>
                                             DECEMBER 31,
                                      -----------------------
                                         1999          1998
                                      ----------   ----------
<S>                                   <C>          <C>
Lime and limestone inventories:
     Raw materials                    $    1,499          927
     Finished goods                          955          671
                                      ----------   ----------
                                           2,454        1,598
Service parts inventories                  1,812        1,556
                                      ----------   ----------
                                      $    4,266        3,154
                                      ==========   ==========
</TABLE>

     (g)  Property, Plant and Equipment

          For constructed assets, the capitalized cost includes the cash price
          paid by the Company for labor and materials plus interest and project
          management costs that are directly related to the constructed assets.
          Total interest costs of $167, $962 and $85 were capitalized for the
          years ended December 31, 1999, 1998 and 1997. Depreciation of
          property, plant and equipment is being provided for by the
          straight-line and declining-balance methods over estimated useful
          lives as follows:

                 Buildings and building improvements        3 - 40 years
                 Machinery and equipment                    3 - 20 years
                 Furniture and fixtures                     3 - 10 years
                 Automotive equipment                       3 -  8 years

          Maintenance and repairs are charged to expense as incurred; renewals
          and betterments are capitalized. When units of property are retired or
          otherwise disposed of, their cost and related accumulated depreciation
          are removed from the accounts, and any resulting gain or loss is
          credited or charged to income.

          The Company reviews its long-term assets for impairment in accordance
          with the guidelines of Statement of Financial Accounting Standards No.
          121, "Accounting for the Impairment of Long-Lived Assets and for
          Long-Lived Assets to be Disposed of" ("SFAS 121"). SFAS 121 requires
          that, when changes in circumstances indicate that the carrying amount
          of an asset may not be recoverable, the Company should determine if
          impairment of value exists. Impairment is measured as the amount by
          which the carrying amount of the assets exceeds the expected future
          undiscounted cash flows from the use and eventual disposal of the
          assets under review. Any write-downs are treated as a permanent
          reduction in the carrying value of the assets.


                                      -F7-

<PAGE>   21

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (dollars in thousands, except per share amounts)


     (h)  Other Assets

          Other assets consist of the following:
<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                          -----------------------
                                                             1999          1998
                                                          ----------   ----------
<S>                                                       <C>          <C>
                           Deferred stripping costs       $       --           56
                           Deferred financing costs            1,781          152
                           Goodwill                               25           --
                                                          ----------   ----------
                                                          $    1,806          208
                                                          ==========   ==========
</TABLE>


          Deferred stripping costs, all of which related to Arkansas Lime
          Company, were amortized by the straight-line method over 12 months in
          1999. Deferred financing costs are expensed over the shorter of the
          life of the debt or expected life of the loan using the straight-line
          method. Goodwill related to the purchase of Colorado Lime Company is
          being amortized by the straight-line method over 84 months.

     (i)  Environmental Expenditures

          Environmental expenditures that relate to current operations are
          expensed or capitalized as appropriate. Expenditures that relate to an
          existing condition caused by past operations, and which do not
          contribute to current or future revenue generation, are expensed.
          Liabilities are recorded when environmental assessments and/or
          remedial efforts are probable, and the costs can be reasonably
          estimated. Generally, the timing of these accruals will coincide with
          completion of a feasibility study or the Company's commitment to a
          formal plan of action.

     (j)  Stock Options

          The Company has elected to follow Accounting Principles Board Opinion
          No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), in
          accounting for its employee stock options. Under APB 25, if the
          exercise price of an employee's stock options equals or exceeds the
          market price of the underlying stock on the date of grant, no
          compensation expense is recognized. The Company adopted Statement of
          Financial Accounting Standards No. 123, "Accounting for Stock-Based
          Compensation" ("SFAS 123"), in 1996. SFAS 123 requires companies that
          elect to continue applying the provisions of APB 25 to provide pro
          forma disclosures for employee stock compensation awards as if the
          fair-value-based method defined in SFAS 123 had been applied. See Note
          5 of Notes to Consolidated Financial Statements.

     (k)  Earnings Per Share of Common Stock

          Effective December 31, 1997, Statement of Financial Accounting
          Standards No. 128, "Earnings per Share" ("SFAS 128"), was implemented
          by the Company. SFAS 128 requires the presentation of basic and
          diluted earnings per share for all periods presented.



                                      -F8-

<PAGE>   22
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (dollars in thousands, except per share amounts)

     (2)  Banking Facilities

          On April 22, 1999, the Company entered into a new credit agreement
          with a consortium of commercial banks for a $50,000 Senior Secured
          Term Loan (the "Loan"). The Loan is repayable over a period of
          approximately 8 years, maturing on March 30, 2007, and requires
          monthly principal payments of $278 beginning April 30, 2000, with a
          final principal payment of $26,944 on March 30, 2007, which equates to
          a 15-year amortization, assuming the final draw down of $5,000 on
          March 30, 2000 is completed.

          The Company agreed to pay a fee equivalent to 2-1/2% of the Loan value
          to the placement agent. The fee due on the first $30,000 advanced was
          paid on closing, and the fee due on the remaining $20,000 was paid in
          September 1999 when the first installment of this portion was funded.

          Upon execution of the Loan agreement, the first $30,000 was advanced,
          of which approximately $20,000 was used to retire all existing bank
          loans, with the balance to be used primarily for the modernization and
          expansion of the Arkansas operations. Under the terms of the Loan
          agreement, the remaining $20,000 of the Loan facility could be drawn
          down in four equal quarterly installments beginning June 30, 1999, and
          ending March 30, 2000, and will be used exclusively for the Arkansas
          project. Commencement of the draw down of the quarterly installments
          was conditional upon the Company receiving an operating air permit for
          Phase I of the Arkansas project by December 31, 1999. In September
          1999, the Company received the final operating air permit for Phase I,
          and immediately placed construction orders. As a consequence of
          receiving this permit, the Company drew down a further $10,000 during
          September, and a further $5,000 during December, making a total of
          $45,000 advanced at December 31, 1999, under the terms of the Loan.

          The interest rate on the first $30,000 of the Loan is 8.875%.
          Subsequent installments bear interest from the date they are funded at
          3.52% above the secondary market yield of the United States Treasury
          obligation maturing May 15, 2005. On September 24, 1999, the Company
          drew down $5,000, bearing an interest rate of 9.54%. On September 30,
          1999, the Company drew down a further $5,000, bearing an interest rate
          of 9.35%. On December 31, 1999, the Company drew down a further
          $5,000, bearing an interest rate of 9.94%.

          In connection with the repayment of the prior term loan, the Company
          terminated an interest rate protection agreement, which it had entered
          into with its bank to modify the interest characteristics of $9,000 of
          its then-outstanding term debt from a variable to a fixed rate (the
          "Swap Agreement"). As a result of the termination of the Swap
          Agreement, the Company was obligated to pay the bank a $102
          termination payment, which was expensed in the second quarter 1999 as
          an adjustment to interest expense.

          As of April 22, 1999, the Company also entered into a second amendment
          of its amended and restated loan and security agreement with the lead
          bank which provides for a $4,000 revolving credit facility. The
          current agreement contains essentially the same terms as the previous
          agreement and has a maturity date of April 21, 2000. The revolving
          credit facility bears interest at LIBOR plus 1.40%, which rate will
          increase in accordance with a defined rate spread based upon the
          Company's then-current ratio of total funded debt to earnings before
          interest, taxes, depreciation and amortization (EBITDA). At December
          31, 1999, the Company had not drawn down any funds under the revolving
          credit facility.

          The Loan is secured by a first lien on substantially all of the
          Company's assets, with the exception of accounts receivable and
          inventories which have been used to secure the amended $4,000
          revolving credit facility. The Loan agreement contains covenants that
          restrict the incurrence of debt, guaranties and liens, and places
          certain restrictions on the payment of dividends and the sale of
          significant assets. The Company is also required to meet minimum debt
          service coverage ratios on an on-going basis and maintain a minimum
          level of tangible net worth.

          As of December 31, 1999, the Company had approximately $45,000 in
          total bank debt outstanding.



                                      -F9-

<PAGE>   23

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (dollars in thousands, except per share amounts)


          A summary of long-term debt is as follows:

<TABLE>
<CAPTION>
                                                            DECEMBER 31,
                                                     -------------------------
                                                         1999          1998
                                                     -----------   -----------
<S>                                                  <C>           <C>
Term loan                                            $    45,000        17,839
Revolving credit facility                                     --         1,000
                                                     -----------   -----------
     Subtotal                                             45,000        18,839

Less current installments                                  2,500         2,643
                                                     -----------   -----------

Long-term debt, excluding current installments       $    42,500        16,196
                                                     ===========   ===========
</TABLE>

          Amounts payable on the long-term debt outstanding as of December 31,
          1999 to be paid in 2000 and thereafter are: 2000 = $2,500; 2001 =
          $3,333; 2002 = $3,333; 2003 = $3,334; 2004 = $3,333; 2005 = $3,333;
          2006 = $3,334; 2007 = $22,500. The carrying amount of the Company's
          long-term debt approximates its fair value.


     (3)  Income Taxes

          Income tax expense (benefit), net for the years ended December 31,
          1999, 1998, and 1997 was as follows:

<TABLE>
<CAPTION>
                                                                  1999         1998         1997
                                                               ----------   ----------   ----------
<S>                                                            <C>          <C>          <C>
                  Current income tax expense                   $      591          853          435
                  Deferred income tax expense (benefit)               253           72         (237)
                                                               ----------   ----------   ----------
                  Income tax expense                                  844          925          198
                  Recognition of previously reserved
                     deferred tax assets                               --           --       (2,300)
                                                               ----------   ----------   ----------
                  Income tax expense (benefit), net            $      844          925       (2,102)
                                                               ==========   ==========   ==========
</TABLE>

          A reconciliation of income taxes computed at the federal statutory
          rate to income tax expense (benefit), net for the years ended December
          31, 1999, 1998 and 1997 is as follows:

<TABLE>
<CAPTION>
                                                  1999                     1998                     1997
                                         ---------------------    --------------------     --------------------
                                                      Percent                  Percent                 Percent
                                                     of pretax               of pretax                of pretax
                                          Amount      income       Amount      income       Amount      income
                                         --------    --------     --------    --------     --------    --------
<S>                                      <C>         <C>          <C>         <C>          <C>         <C>
Income taxes computed at
   the federal statutory rate            $  1,148        34.0%       1,310        34.0%         338        34.0%
Increase (reductions) in taxes
   resulting from:
     Recognition of previously
       reserved deferred tax assets            --          --           --          --       (2,300)     (231.4)
     General business credit
       carryforwards                           --          --           --          --           --          --
     Statutory depletion in
       excess of cost depletion              (509)      (15.0)        (439)      (11.0)        (431)      (43.4)
     State income taxes, net of
       federal income tax benefit             125         3.7           39         1.0          191        19.2
     Other                                     80         2.3           15          --          100        10.1
                                         --------    --------     --------    --------     --------    --------
Income tax expense (benefit), net        $    844        25.0%         925        24.0%      (2,102)     (211.5)%
                                         ========    ========     ========    ========     ========    ========
</TABLE>


                                     -F10-

<PAGE>   24

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (dollars in thousands, except per share amounts)


          As reported in the Company's consolidated financial statements and
          notes contained in its Form 10-K for the year ended December 31, 1996,
          the Company had deferred tax assets which were previously fully
          reserved by a valuation allowance in accordance with Statement of
          Financial Accounting Standards No. 109, "Accounting for Income Taxes"
          ("SFAS 109"). The unrecognized deferred tax assets related primarily
          to net operating loss carryforwards, general business credit
          carryforwards, and alternative minimum tax credit carryforwards.

          Generally, the provisions of SFAS 109 require deferred tax assets to
          be reduced by a valuation allowance if, based on the weight of
          available evidence, it is "more likely" than not that some portion or
          all of the deferred tax assets will not be realized. SFAS 109 requires
          an assessment of all available evidence, both positive and negative,
          to determine the amount of any required valuation allowance. No
          benefit was given to the deferred tax assets at December 31, 1996 due
          to uncertainties related to their utilization.

          As a result of the sale of the Corson Lime Company assets (see Note 7
          of Notes to Consolidated Financial Statements), the Company reviewed
          the deferred tax assets and concluded that the uncertainties as to
          their realization had been favorably resolved, in that the net
          operating loss carryforwards and the general business credit
          carryforwards were expected to be fully utilized. The Company's future
          taxable income, enhanced by the sale of the Corson assets, indicated
          future utilization of the alternative minimum tax credit carryforwards
          in the future. The post-Corson sale assessment as to the ultimate
          realization of the deferred tax assets indicated that it is more
          likely than not that the deferred tax assets would be realized.

          As a result, the Company reduced the deferred tax assets' valuation
          allowance in the second quarter of 1997 by $2,300, recording the
          deferred tax assets and recognizing that amount in federal and state
          income tax expense (benefit), net.

          At December 31, 1999, the Company had deferred tax liabilities of $938
          and deferred tax assets of $3,074. The temporary differences related
          to the deferred tax liabilities are comprised of depreciation,
          depletion and other accelerated tax-deductible items. The principal
          temporary difference related to the deferred tax assets was the
          alternative minimum tax credit carryforward of $2,863.

          At December 31, 1998, the Company had deferred tax liabilities of $637
          and deferred tax assets of $3,102. The principal temporary difference
          related to the deferred tax liabilities was depreciation of $402. The
          principal temporary differences related to the deferred tax assets was
          the alternative minimum tax credit carryforward of $2,854.

     (4)  Employee Retirement Plans

          The Company had a noncontributory defined benefit pension plan that
          covered substantially all union employees previously employed by its
          wholly-owned subsidiary, Corson Lime Company. Benefits for the Corson
          Lime Union Pension Plan (the "Corson Plan") were based on certain
          multiples of years of service. In June 1997, the Company sold
          substantially all of the assets of Corson Lime Company to an unrelated
          third party. In connection with the sale of the assets, the Company
          resolved that all active participants in the Corson Plan as of July
          31, 1997 would be fully vested and that no employee would be admitted
          to the Corson Plan after July 31, 1997. The Company further resolved
          that all benefit accruals under the Corson Plan would cease as of July
          31, 1997. There was no material impact on the net assets of the Corson
          Plan as of December 31, 1997 as a result of the freezing of the Plan.
          In conjunction with the freezing of the Corson Plan, the Company
          determined that it was in its best interest to fully fund the Corson
          Plan so as to minimize any future impact on the Company's results of
          operations. The 1997 contribution of $607 was intended to provide for
          all benefits earned for the participants' vested benefits under the
          Corson Plan. In 1998, the Company made a final payment of $19 to fully
          fund the Plan. The Company did not make payments into the Plan in
          1999.



                                     -F11-

<PAGE>   25

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (dollars in thousands, except per share amounts)


          The Company also has a contributory retirement (401(k)) savings plan
          for nonunion employees. The Company contributions to the plan were $51
          during 1999, $50 during 1998 and $46 during 1997. The Company has
          contributory retirement (401(k)) savings plans for union employees of
          Arkansas Lime Company and Texas Lime Company. The Company
          contributions to these plans were $21 in 1999, $20 in 1998 and $13 in
          1997. In December 1986, the Company purchased 1,550,000 shares of its
          outstanding common stock, accounted for as treasury stock in the
          consolidated balance sheets, for $10.50 per share. Subsequent to that
          purchase, 300,000 shares, after stock split, were sold to the Employee
          Stock Ownership Plan ("ESOP") for $8.20 per share. The ESOP covered
          substantially all full-time nonunion employees and was designed to
          invest primarily in the Company's common stock. Effective July 31,
          1999, the Company merged the ESOP into the 401(k) savings plan for
          nonunion employees. Contributions to the ESOP had been at the option
          of the Company, which did not make contributions during 1999, 1998 or
          1997.

     (5)  Stock Option Plan

          The Company has a stock option plan under which options for shares of
          common stock may be granted to key employees. The options expire ten
          years from the date of grant and generally become exercisable after
          the expiration of one year from the grant date. On April 30, 1999,
          shareholders approved an increase of 100,000 in the maximum number of
          shares available under the plan. As of December 31, 1999, the number
          of shares remaining available for future grant under this plan was
          36,000.

          A summary of the Company's stock option activity and related
          information for the years ended December 31, 1999, 1998, and 1997 is
          as follows:
<TABLE>
<CAPTION>

                                                1999                     1998                     1997
                                      -----------------------   -----------------------   --------------------
                                                     Weighted                  Weighted               Weighted
                                                     Average                   Average                Average
                                                     Exercise                  Exercise               Exercise
                                       Options        Price     Options         Price     Options       Price
                                      --------       --------   --------       --------   --------    --------
<S>                                    <C>           <C>         <C>           <C>         <C>        <C>
Outstanding at beginning of            154,000       $   7.32    187,210       $   6.90    252,210    $   6.83
year
   Granted                              75,000           7.95     62,500           7.00         --          --
   Exercised                           (40,000)(a)       7.78    (92,210)(a)       6.27    (30,000)       4.75
   Forfeited                                --             --     (3,500)          7.00    (35,000)       8.25
                                      --------       --------   --------       --------   --------    --------

Outstanding at end of year             189,000           7.47    154,000           7.32    187,210        6.90
                                      ========       ========   ========       ========   ========    ========
Exercisable at end of year             114,000           7.15     95,000           6.90    187,210        6.90
                                      ========       ========   ========       ========   ========    ========
Weighted average fair value of
         options granted during the
           year                                      $   2.09                  $   1.84               $     --
                                                     ========                  ========               ========
      Weighted average remaining
         contractual life in years                       7.60                      7.00                   7.12
                                                     ========                  ========               ========
</TABLE>

--------------------

     (a)  In connection with the exercise of stock options in 1999 and 1998,
          certain option holders exchanged shares, and treasury stock was used
          in part or total to satisfy the exercise of such options.


     The following table summarizes information about options outstanding at
December 31, 1999:

<TABLE>
<CAPTION>
                                 Weighted Average Remaining
         Exercise Price            Contractual Life (Years)        Number of Shares
        ----------------        ------------------------------     ----------------
<S>                             <C>                                <C>
           $   4.75                         3.96                        20,000
           $   8.25                         5.96                        50,000
           $   7.00                         8.14                        44,000
           $   7.625                        9.67                        10,000
           $   8.00                         9.96                        65,000
                          Total:            7.83                       189,000
</TABLE>



                                     -F12-

<PAGE>   26

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (dollars in thousands, except per share amounts)

          SFAS 123 requires the disclosure of pro forma net income and income
          per share of common stock information computed as if the Company had
          accounted for its employee stock options granted subsequent to
          December 31, 1994 under the fair-value-based method set forth in SFAS
          123. The fair value for these options was estimated at the date of
          grant using the Black-Scholes option valuation model with the
          following weighted average assumptions for the 1999, 1998, and 1997
          grants: a risk-free interest rate of 6%; a dividend yield of 2%; and a
          volatility factor of 0.34. In addition, the fair value of these
          options was estimated based on an expected life of three years.

          The Black-Scholes options valuation model was developed for use in
          estimating the fair value of traded options which have no vesting
          restrictions and are fully transferable. In addition, option valuation
          models require the input of highly subjective assumptions, including
          expected stock price volatility.

          Because the Company's employee stock options have characteristics
          significantly different from those of traded options, and because
          changes in the subjective input assumptions can materially affect the
          fair value estimate, in management's opinion the existing models do
          not necessarily provide a reliable single measure of the fair value of
          its employee stock options. In addition, because SFAS 123 is
          applicable only to options granted subsequent to December 31, 1994,
          the pro forma information does not reflect the pro forma effect of all
          previous stock option grants of the Company, and thus the pro forma
          information is not necessarily indicative of future amounts.

          For purposes of pro forma disclosures, the estimated fair value of the
          options is amortized to expense over the expected life of the options.
          The Company's pro forma information follows:

<TABLE>
<CAPTION>
                                                          1999         1998       1997
                                                      -----------   ----------  ---------
<S>                                                   <C>            <C>        <C>
                  Pro forma net income                $     2,472        2,811      3,035

                  Pro forma earnings per share:
                       Basic earnings per share       $      0.62         0.71       0.77
                       Diluted earnings per share     $      0.62         0.71       0.77
</TABLE>

     (6)  Commitments and Contingencies

          The Company leases some of the equipment used in its operations.
          Generally, the leases are for periods varying from one to five years
          and are renewable at the option of the Company. Total rent expense was
          $78 for 1999, $185 for 1998, and $280 for 1997. As of December 31,
          1999, future minimum payments under noncancelable operating leases are
          $87 per year through 2008, and $44 for 2009.

          The Company is party to lawsuits and claims arising in the normal
          course of business, none of which, in the opinion of management, is
          expected to have a material adverse effect on the Company's financial
          condition, results of operation, or cash flows.

          The Company is not contractually committed to any planned capital
          expenditures until actual orders are placed for equipment or services.
          As of December 31, 1999, the Company had liabilities for open
          equipment and construction orders totaling approximately $14,000
          related to the Arkansas modernization and expansion project.

     (7)  Sale of Corson Lime Company Assets

          Effective June 21, 1997, Corson Lime Company, a wholly owned
          subsidiary of the Company, sold substantially all of its aggregate and
          lime assets for $8,231 in cash, including a $376 note collected in
          October 1997. A portion of the proceeds from the sale was used to pay
          down the outstanding balance under the Company's revolving credit
          facility of $2,900. The remainder of the proceeds was used to
          partially fund the Texas plant's modernization and expansion project.
          The sale resulted in a loss of $506 ($405 net of tax benefit), which
          is included in labor and other operating expenses in the accompanying
          consolidated statements of operations.



                                     -F13-

<PAGE>   27

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (dollars in thousands, except per share amounts)

     (8)  Earnings Per Share

          The following table sets forth the computation of basic and diluted
          earnings per share:

<TABLE>
<CAPTION>
                                                                    DECEMBER 31,
                                                     ------------------------------------------
                                                         1999           1998           1997
                                                     ------------   ------------   ------------
<S>                                                  <C>            <C>           <C>
Numerator:
   Net income for basic and diluted
     earnings per common share                       $      2,533          2,929          3,096
                                                     ============   ============   ============

Denominator:
   Denominator for basic earnings per
     common share - weighted-average shares             3,979,988      3,967,247      3,929,579

   Effect of dilutive securities:
     Employee stock options                                 1,187          3,755         15,928
                                                     ------------   ------------   ------------

   Denominator for diluted earnings per common
     share - adjusted weighted-average shares
     and assumed conversions                            3,981,175      3,971,002      3,945,507
                                                     ============   ============   ============

Basic earnings per common share                      $       0.64           0.74           0.79
                                                     ============   ============   ============

Diluted earnings per common share                    $       0.64           0.74           0.78
                                                     ============   ============   ============
</TABLE>

     (9)  Summary of Quarterly Financial Data (unaudited)

<TABLE>
<CAPTION>
                                                                            1999
                                           ---------------------------------------------------------------------
                                              MARCH 31,          JUNE 30,       SEPTEMBER 30,      DECEMBER 31,
                                           ---------------   ---------------   ---------------   ---------------
<S>                                        <C>               <C>                <C>              <C>
Revenues                                   $         6,931             7,613             9,268             7,725
                                           ---------------   ---------------   ---------------   ---------------
Gross profit                                         1,877             2,032             2,896             2,010
                                           ---------------   ---------------   ---------------   ---------------
Net income                                             458               444             1,113               518
                                           ===============   ===============   ===============   ===============
Net income per common share:
     Basic earnings per share              $          0.12              0.11              0.28              0.13
                                           ===============   ===============   ===============   ===============
     Diluted earnings per share            $          0.12              0.11              0.28              0.13
                                           ===============   ===============   ===============   ===============
</TABLE>

<TABLE>
<CAPTION>
                                                                            1998
                                           ---------------------------------------------------------------------
                                              MARCH 31,          JUNE 30,       SEPTEMBER 30,      DECEMBER 31,
                                           ---------------   ---------------   ---------------   ---------------
<S>                                        <C>               <C>                <C>              <C>
Revenues                                   $         6,469             8,016             7,423             6,861
                                           ---------------   ---------------   ---------------   ---------------
Gross profit                                         1,276             2,169             1,819             1,797
                                           ---------------   ---------------   ---------------   ---------------
Net income                                             303             1,063               776               787
                                           ===============   ===============   ===============   ===============

Net income per common share:
     Basic earnings per share              $          0.08              0.27              0.19              0.20
                                           ===============   ===============   ===============   ===============
     Diluted earnings per share            $          0.08              0.27              0.19              0.20
                                           ===============   ===============   ===============   ===============
</TABLE>



                                     -F14-

<PAGE>   28

                 UNITED STATES LIME & MINERALS, INC. - FORM 10-K
                      For the Year Ended December 31, 1999

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

                                      NONE


                                    PART III

     The information required in response to Items 10, 11, 12 and 13 is hereby
incorporated by reference to the information under the captions "Election of
Directors," "Executive Officers of the Company Who Are Not Also Directors,"
"Executive Compensation," "Voting Securities and Principal Shareholders" and
"Shareholdings of Company Directors and Executive Officers" in the definitive
Proxy Statement for the Company's 2000 Annual Meeting of Shareholders. The
Company anticipates that it will file the definitive Proxy Statement with the
Securities and Exchange Commission on or before April 30, 2000.


                                     PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

     (a)  1. The following financial statements are included in Item 8:

             Report of Independent Auditors

             Consolidated Financial Statements:

                 Consolidated Balance Sheets as of December, 31, 1999 and 1998;

                 Consolidated Statements of Income for the Years

                 Ended December 31, 1999, 1998, and 1997;

                 Consolidated Statements of Stockholders' Equity for the Years
                 Ended December, 31, 1999, 1998, and 1997;

                 Consolidated Statements of Cash Flows for the Years

                 Ended December 31, 1999, 1998, and 1997; and Notes to
                 Consolidated Financial Statements.

          2. All financial statement schedules are omitted because they are not
             applicable, or are immaterial, or the required information is
             presented in the consolidated financial statements or the related
             notes.


                                      -12-

<PAGE>   29

                UNITED STATES LIME & MINERALS, INC. - FORM 10-K
                      For the Year Ended December 31, 1999


3.   The following documents are filed with or incorporated by reference
     into this Report:

     3(a)      Articles of Amendment to the Articles of Incorporation of
               Scottish Heritable, Inc. dated January 25th, 1994 (incorporated
               by reference to Exhibit 3(a) to the Company's Annual Report on
               Form 10-K for the fiscal year ended December 31, 1993, File
               Number 0-4197).

     3(b)      Restated Articles of Incorporation of the Company (incorporated
               by reference to Exhibit 3(b) to the Company's Annual Report on
               Form 10-K for the fiscal year ended December 31, 1993, File
               number 0-4197).

     3(c)      Composite Copy of Bylaws of the Company, as currently in effect
               (incorporated by reference to Exhibit 3(b) to the Company's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               1991, File Number 0-4197).

     10(a)     Amendment No. Three to United States Lime & Minerals, Inc.
               Employee Stock Ownership Plan, effective July 31, 1999.

     10(b)     United States Lime & Minerals, Inc. 401(k) Profit Sharing Plan
               effective August 1, 1983, as amended and restated effective
               January 1, 1997 (incorporated by reference to Exhibit 10(c) to
               the Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1996, File Number 0-4197).

     10(c)     Arkansas Lime Company Bargaining Unit 401(k) Plan effective as of
               January 1, 1998 (incorporated by reference to Exhibit 10(m) to
               the Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1997, File Number 0-4197). 10(d) Texas Lime
               Company Bargaining Unit 401(k) Plan, effective as of January 1,
               1992 (incorporated by reference to Exhibit 19(f) to the Company's
               Quarterly Report on Form 10-Q for the quarter ended June, 30,
               1992, File Number 0-4197).

     10(e)     Executive Retention Agreement dated as of June 10, 1992 between
               the Company and Timothy W. Byrne (incorporated by reference to
               Exhibit 19(b) to the Company's Quarterly Report on Form 10-Q for
               the quarter ended June 30, 1992, File Number 0-4197).

     10(f)     Employment Agreement between the Company and Timothy W. Byrne
               (incorporated by reference to Exhibit 19(c) to the Company's
               Quarterly Report on Form 10-Q for the quarter ended June 30,
               1992, File Number 0-4197).

     10(g)     United States Lime & Minerals, Inc. 1992 Stock Option Plan, as
               Amended and Restated (incorporated by reference to Exhibit 10(c)
               to the Company's Quarterly Report on Form 10-Q for the quarter
               ended June 30, 1999, File Number 0-4197).

     10(h)     Employment Agreement dated as of September 27, 1993 between the
               Company and Robert F. Kizer (incorporated by reference to Exhibit
               10(a) to the Company's Quarterly Report on Form 10-Q for the
               quarter ended March 31, 1994, File Number 0-4197).

     10(i)     Consulting Agreement dated April 18, 1996 between the Company and
               Wallace G. Irmscher (incorporated by reference to Exhibit 10(t)
               to the Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1996, File Number 0-4197).

     10(j)     Amendment to the Texas Lime Company Bargaining Unit 401(k) Plan
               dated January 1, 1992, effective November 9, 1997 (incorporated
               by reference to Exhibit 10(j) to the Company's Annual Report on
               Form 10-K for the fiscal year ended December 31, 1997, File
               Number 0-4197).

     10(k)     Asset Purchase Agreement among Corson Lime Company, United States
               Lime & Minerals, Inc., and Highway Materials, Inc., dated as of
               April 22, 1997 (incorporated by reference to Exhibit 2 to the
               Company's Current Report on Form 8-K dated June 21, 1997, File
               Number 0-4197).


                                      -13-


<PAGE>   30

                UNITED STATES LIME & MINERALS, INC. - FORM 10-K
                      For the Year Ended December 31, 1999




    10(l)      Amended and Restated Loan and Security Agreement dated December
               30, 1997 among United States Lime & Minerals, Inc., Arkansas Lime
               Company and Texas Lime Company and CoreStates Bank, N.A.
               (incorporated by reference to Exhibit 10(l) to the Company's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               1997, File Number 0-4197).

    10(m)      First Amendment to Amended and Restated Loan and Security
               Agreement dated August 31, 1998 among United States Lime &
               Minerals, Inc., Arkansas Lime Company and Texas Lime Company and
               First Union National Bank (incorporated by reference to Exhibit
               10(a) to the Company's Quarterly Report on Form 10-Q for the
               quarter ended September, 30, 1998, File Number 0-4197).

    10(n)      International Swap Dealers Association Master Agreement dated as
               of April 3, 1998 among CoreStates Bank, N.A. and the Company
               (incorporated by reference to Exhibit 10 to the Company's
               Quarterly Report on Form 10-Q for the quarter ended March 31,
               1998, File Number 0-4197).

    10(o)      Employment Agreement dated as of October 11, 1989 between the
               Company and Billy R. Hughes (incorporated by reference to Exhibit
               10(a) to the Company's Quarterly Report on Form 10-Q for the
               quarter ended March 31, 1999, File Number 0-4197).

    10(p)      Mutual Release Agreement dated as of February 27, 1998 between
               the Company and Robert F. Kizer (incorporated by reference to
               Exhibit 10(n) to the Company's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1997, File Number 0-4197).

    10(q)      Employment Agreement dated as of April 17, 1997 between the
               Company and Johnney G. Bowers (incorporated by reference to
               Exhibit 10(o) to the Company's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1997, File Number 0-4197).

    10(r)      Employment Agreement dated as of December 1, 1998 between the
               Company and Herbert G.A. Wilson (incorporated by reference to
               Exhibit 10(r) to the Company's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1998, File Number 0-4197).

    10(s)      Credit Agreement dated April 22, 1999 among United States Lime &
               Minerals, Inc., Arkansas Lime Company, Texas Lime Company, the
               Lenders who are, or may become, a party to this Agreement, and
               First Union National Bank (incorporated by reference to Exhibit
               10(a) to the Company's Quarterly Report on Form 10-Q for the
               quarter ended June 30, 1999, File Number 0-4197).

    10(t)      Second Amendment to Amended and Restated Loan and Security
               Agreement dated as of April 22, 1999 among United States Lime &
               Minerals, Inc., Arkansas Lime Company, Texas Lime Company, and
               First Union National Bank (incorporated by reference to Exhibit
               10(b) to the Company's Quarterly Report on Form 10-Q for the
               quarter ended June 30, 1999, File Number 0-4197).

    21         Subsidiaries of the Company.

    23         Consent of Independent Auditors.

    27         Financial Data Schedule.

--------------

     Exhibits 10(a) through 10(j), and 10(o) through 10(r) are management
     contracts or compensatory plans or arrangements required to be filed as
     exhibits.

     (b)  The Company did not file any Current Reports on Form 8-K during the
          fourth quarter of 1999.


                                      -14-

<PAGE>   31

                                   SIGNATURES


     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.

                                     UNITED STATES LIME & MINERALS, INC.


Date:  February 25, 2000                 By: \s\ Herbert G.A. Wilson
                                             ----------------------------------
                                             Herbert G.A. Wilson, President and
                                             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 the
Registrant and in the capacities and on the dates indicated.


Date:  February 25, 2000                 By: \s\ Herbert G.A. Wilson
                                             ----------------------------------
                                             Herbert G.A. Wilson, President,
                                             Chief Executive Officer, and
                                             Director (Principal Executive
                                             Officer)

Date:  February 25, 2000                 By: \s\ Larry T. Ohms
                                             ----------------------------------
                                             Larry T. Ohms, Vice President of
                                             Finance, Company Secretary and
                                             Corporate Controller (Principal
                                             Financial and Accounting Officer)

Date:  February 25, 2000                 By: \s\ Edward A. Odishaw
                                             ----------------------------------
                                             Edward A. Odishaw, Director and
                                             Chairman of the Board

Date:  February 25, 2000                 By: \s\ Antoine M. Doumet
                                             ----------------------------------
                                             Antoine M. Doumet, Director and
                                             Vice Chairman of the Board

Date:  February 25, 2000                 By: \s\ John J. Brown
                                             ----------------------------------
                                             John J. Brown, Director


Date:  February 25, 2000                 By: \s\ Wallace G. Irmscher
                                             ----------------------------------
                                             Wallace G. Irmscher, Director


Date:  February 25, 2000                 By: \s\ Richard W. Cardin
                                             ----------------------------------
                                             Richard W. Cardin, Director


Date:  February 25, 2000                 By: \s\ Timothy W. Byrne
                                             ----------------------------------
                                             Timothy W. Byrne, Director


                                      -15-
<PAGE>   32

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER         DESCRIPTION
-------        -----------

<S>            <C>
 3(a)          Articles of Amendment to the Articles of Incorporation of
               Scottish Heritable, Inc. dated January 25th, 1994 (incorporated
               by reference to Exhibit 3(a) to the Company's Annual Report on
               Form 10-K for the fiscal year ended December 31, 1993, File
               Number 0-4197).

 3(b)          Restated Articles of Incorporation of the Company (incorporated
               by reference to Exhibit 3(b) to the Company's Annual Report on
               Form 10-K for the fiscal year ended December 31, 1993, File
               number 0-4197).

 3(c)          Composite Copy of Bylaws of the Company, as currently in effect
               (incorporated by reference to Exhibit 3(b) to the Company's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               1991, File Number 0-4197).

 10(a)         Amendment No. Three to United States Lime & Minerals, Inc.
               Employee Stock Ownership Plan, effective July 31, 1999.

 10(b)         United States Lime & Minerals, Inc. 401(k) Profit Sharing Plan
               effective August 1, 1983, as amended and restated effective
               January 1, 1997 (incorporated by reference to Exhibit 10(c) to
               the Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1996, File Number 0-4197).

 10(c)         Arkansas Lime Company Bargaining Unit 401(k) Plan effective as of
               January 1, 1998 (incorporated by reference to Exhibit 10(m) to
               the Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1997, File Number 0-4197). 10(d) Texas Lime
               Company Bargaining Unit 401(k) Plan, effective as of January 1,
               1992 (incorporated by reference to Exhibit 19(f) to the Company's
               Quarterly Report on Form 10-Q for the quarter ended June, 30,
               1992, File Number 0-4197).

 10(e)         Executive Retention Agreement dated as of June 10, 1992 between
               the Company and Timothy W. Byrne (incorporated by reference to
               Exhibit 19(b) to the Company's Quarterly Report on Form 10-Q for
               the quarter ended June 30, 1992, File Number 0-4197).

 10(f)         Employment Agreement between the Company and Timothy W. Byrne
               (incorporated by reference to Exhibit 19(c) to the Company's
               Quarterly Report on Form 10-Q for the quarter ended June 30,
               1992, File Number 0-4197).

 10(g)         United States Lime & Minerals, Inc. 1992 Stock Option Plan, as
               Amended and Restated (incorporated by reference to Exhibit 10(c)
               to the Company's Quarterly Report on Form 10-Q for the quarter
               ended June 30, 1999, File Number 0-4197).

 10(h)         Employment Agreement dated as of September 27, 1993 between the
               Company and Robert F. Kizer (incorporated by reference to Exhibit
               10(a) to the Company's Quarterly Report on Form 10-Q for the
               quarter ended March 31, 1994, File Number 0-4197).

 10(i)         Consulting Agreement dated April 18, 1996 between the Company and
               Wallace G. Irmscher (incorporated by reference to Exhibit 10(t)
               to the Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1996, File Number 0-4197).

 10(j)         Amendment to the Texas Lime Company Bargaining Unit 401(k) Plan
               dated January 1, 1992, effective November 9, 1997 (incorporated
               by reference to Exhibit 10(j) to the Company's Annual Report on
               Form 10-K for the fiscal year ended December 31, 1997, File
               Number 0-4197).

 10(k)         Asset Purchase Agreement among Corson Lime Company, United States
               Lime & Minerals, Inc., and Highway Materials, Inc., dated as of
               April 22, 1997 (incorporated by reference to Exhibit 2 to the
               Company's Current Report on Form 8-K dated June 21, 1997, File
               Number 0-4197).
</TABLE>

<PAGE>   33

<TABLE>
<S>            <C>
 10(l)         Amended and Restated Loan and Security Agreement dated December
               30, 1997 among United States Lime & Minerals, Inc., Arkansas Lime
               Company and Texas Lime Company and CoreStates Bank, N.A.
               (incorporated by reference to Exhibit 10(l) to the Company's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               1997, File Number 0-4197).

 10(m)         First Amendment to Amended and Restated Loan and Security
               Agreement dated August 31, 1998 among United States Lime &
               Minerals, Inc., Arkansas Lime Company and Texas Lime Company and
               First Union National Bank (incorporated by reference to Exhibit
               10(a) to the Company's Quarterly Report on Form 10-Q for the
               quarter ended September, 30, 1998, File Number 0-4197).

 10(n)         International Swap Dealers Association Master Agreement dated as
               of April 3, 1998 among CoreStates Bank, N.A. and the Company
               (incorporated by reference to Exhibit 10 to the Company's
               Quarterly Report on Form 10-Q for the quarter ended March 31,
               1998, File Number 0-4197).

 10(o)         Employment Agreement dated as of October 11, 1989 between the
               Company and Billy R. Hughes (incorporated by reference to Exhibit
               10(a) to the Company's Quarterly Report on Form 10-Q for the
               quarter ended March 31, 1999, File Number 0-4197).

 10(p)         Mutual Release Agreement dated as of February 27, 1998 between
               the Company and Robert F. Kizer (incorporated by reference to
               Exhibit 10(n) to the Company's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1997, File Number 0-4197).

 10(q)         Employment Agreement dated as of April 17, 1997 between the
               Company and Johnney G. Bowers (incorporated by reference to
               Exhibit 10(o) to the Company's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1997, File Number 0-4197).

 10(r)         Employment Agreement dated as of December 1, 1998 between the
               Company and Herbert G.A. Wilson (incorporated by reference to
               Exhibit 10(r) to the Company's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1998, File Number 0-4197).

 10(s)         Credit Agreement dated April 22, 1999 among United States Lime &
               Minerals, Inc., Arkansas Lime Company, Texas Lime Company, the
               Lenders who are, or may become, a party to this Agreement, and
               First Union National Bank (incorporated by reference to Exhibit
               10(a) to the Company's Quarterly Report on Form 10-Q for the
               quarter ended June 30, 1999, File Number 0-4197).

 10(t)         Second Amendment to Amended and Restated Loan and Security
               Agreement dated as of April 22, 1999 among United States Lime &
               Minerals, Inc., Arkansas Lime Company, Texas Lime Company, and
               First Union National Bank (incorporated by reference to Exhibit
               10(b) to the Company's Quarterly Report on Form 10-Q for the
               quarter ended June 30, 1999, File Number 0-4197).

 21            Subsidiaries of the Company.

 23            Consent of Independent Auditors.

 27            Financial Data Schedule.
</TABLE>

--------------

     Exhibits 10(a) through 10(j), and 10(o) through 10(r) are management
     contracts or compensatory plans or arrangements required to be filed as
     exhibits.

     (b)  The Company did not file any Current Reports on Form 8-K during the
          fourth quarter of 1999.