-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ti5mT8Brj/nvLtJlqhHjKmnzpGq17HJQCeUWBzJS+VWSlED7cSN7U8po641RdwHc c1WKP79xtBxL7PkuA6oQuA== 0000898822-99-000013.txt : 19990108 0000898822-99-000013.hdr.sgml : 19990108 ACCESSION NUMBER: 0000898822-99-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990106 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VULCAN MATERIALS CO CENTRAL INDEX KEY: 0000103973 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 630366371 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-04033 FILM NUMBER: 99501982 BUSINESS ADDRESS: STREET 1: 1200 URBAN CENTER DR CITY: BIRMINGHAM STATE: AL ZIP: 35242 BUSINESS PHONE: 2052983000 MAIL ADDRESS: STREET 1: PO BOX 530187 CITY: BIRMINGHAM STATE: AL ZIP: 35253-0187 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 --------------------- FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 1999 --------------- Vulcan Materials Company ------------------------ (Exact name of registrant as specified in its charter) New Jersey 1-4033 63-0366371 ---------- ---------------- ----------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) One Metroplex Drive, Birmingham, Alabama 35209 ---------------------------------------- ----- (Address of principal executive offices (Zip Code) Registrant's telephone number, including area code: (205) 877-3000 -------------- ITEM 5. ACQUISITION OR DISPOSITION OF ASSETS. On January 6, 1999, Vulcan Materials Company ("Parent"), a New Jersey corporation, became the owner of all of the capital stock of CalMat Co., a Delaware corporation (the "Company"), pursuant to the merger (the "Merger") of ALB Acquisition Corporation ("Purchaser"), a Delaware corporation and wholly-owned subsidiary of Parent, with and into the Company with the Company as the surviving corporation. At the effective time of the Merger (the "Effective Time"), the Company became a wholly-owned subsidiary of Parent. Prior to the Merger, the Company was a producer of construction aggregates, asphalt and ready-mixed concrete. Parent presently intends that the Company will continue its business in substantially the same manner. The Merger was consummated pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 14, 1998, by and among Parent, Purchaser and the Company. Prior to the Merger, Parent consummated a tender offer (the "Offer") to purchase all outstanding shares of Common Stock, par value $1.00 per share (the "Shares") of the Company, and the associated common share purchase rights (the "Rights") issued pursuant to the Rights Agreement, dated as of September 14, 1987, as amended as of October 26, 1992, July 22, 1997 and November 14, 1998 between the Company and First Chicago Trust Company of New York, as Rights Agent (as the same may be amended, the "Rights Agreement"), at a purchase price of $31.00 per Share (and associated Right), net to the seller in cash without interest thereon (the "Offer Price"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 20, 1998 (the "Offer to Purchase"), and in the related Letter of Transmittal (which together with the Offer to Purchase constituted the "Offer"). On January 6, 1999, the Purchaser accepted for payment, pursuant to the Offer, 22,676,286 Shares. At the expiration of the Offer, Parent owned 37,020 Shares. As of the Effective Time, each issued and outstanding Share (other than Shares owned by the Company or any subsidiary of the Company, or by Parent, the Purchaser, or any other subsidiary of Parent, which Shares were canceled with no consideration delivered in exchange therefor, and other than Shares, if any, held by any stockholders who are entitled to and who properly exercise appraisal rights under the General Corporation Law of the State of Delaware) was, by virtue of the Merger and without any action by the holder thereof, converted into the right to receive the Offer Price, payable to the holder thereof, upon the surrender of the certificate formerly representing such Share. Total payments to former stockholders of the Company in the Offer and the Merger are expected to be approximately $736 million in cash. The sources of funds used in this acquisition of the Company included cash on hand and short-term borrowings. The foregoing description of the Offer, the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Offer to Purchase filed by Parent and the Purchaser as an exhibit to their Tender Offer Statement on Schedule 14D-1, as amended, a copy of which is filed as Exhibit 1 hereto, and the Merger Agreement, a copy of which is filed as Exhibit 2 hereto. A copy of the press release announcing the completion of the Offer is filed as Exhibit 3 hereto. A copy of the press release announcing the consummation of the Merger is attached hereto as Exhibit 4 and is incorporated herein by reference. -2- ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements for the Company will be filed by amendment to this Form 8-K not later than 60 days after the date that this Form 8-K was required to have been filed. (b) Pro forma financial information for the Company that would be required pursuant to Article 11 of Regulation S-X will be filed by amendment to this Form 8-K not later than 60 days after the date that this Form 8-K was required to have been filed. (c) Exhibits 1. Offer to Purchase, dated November 20, 1998 (incorporated by reference to Exhibit (a)(1) to the Tender Offer Statement on Schedule 14D-1 of Parent and the Purchaser, dated November 20, 1998, as amended). 2. Agreement and Plan of Merger, dated as of November 14, 1998 (incorporated by reference to Exhibit (c)(1) to the Tender Offer Statement on Schedule 14D-1 of Parent and the Purchaser, dated November 20, 1998, as amended). 3. Press Release, dated January 4, 1999 (incorporated by reference to Exhibit (a)(9) to the Tender Offer Statement on Schedule 14D-1 of Parent and the Purchaser, dated November 20, 1998, as amended). 4. Press Release, dated January 7, 1999. -3- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned, thereunto duly authorized. VULCAN MATERIALS COMPANY ------------------------ (Registrant) By: /s/ William F. Denson, III --------------------------- Name: William F. Denson, III Title: Senior Vice President, Law and Secretary Dated: January 7, 1999 -4- VULCAN MATERIALS COMPANY Current Report on Form 8-K Exhibit Index ------------- 1. Offer to Purchase, dated November 20, 1998 (incorporated by reference to Exhibit (a)(1) to the Tender Offer Statement on Schedule 14D-1 of Parent and the Purchaser, dated November 20, 1998, as amended). 2. Agreement and Plan of Merger, dated as of November 14, 1998 (incorporated by reference to Exhibit (c)(1) to the Tender Offer Statement on Schedule 14D-1 of Parent and the Purchaser, dated November 20, 1998, as amended). 3. Press Release, dated January 4, 1999 (incorporated by reference to Exhibit (a)(9) to the Tender Offer Statement on Schedule 14D-1 of Parent and the Purchaser, dated November 20, 1998, as amended). 4. Press Release, dated January 7, 1999. -5- EX-99 2 EX-99.4 PRESS RELEASE DATED JANUARY 7, 1999 Exhibit 4 --------- January 7, 1999 FOR IMMEDIATE RELEASE --------------------- VULCAN MATERIALS COMPANY COMPLETES ACQUISITION OF CALMAT CO. Birmingham, Alabama, January 7, 1999 - Vulcan Materials Company (NYSE:VMC) today announced that it successfully completed its acquisition of CalMat Co. on Wednesday, January 6, 1999, when the merger of a subsidiary of Vulcan and CalMat became effective. As a result of the merger, CalMat has become a wholly-owned subsidiary of Vulcan and CalMat stockholders who did not tender their CalMat shares to Vulcan in its tender offer (other than those stockholders who are entitled to and who properly exercise appraisal rights under Delaware law) have become entitled to receive $31 per share in cash, the same price paid for CalMat shares in the tender offer. In connection with the merger, CalMat terminated the registration of its shares with the Securities and Exchange Commission and delisted the CalMat shares from the New York Stock Exchange. Donald M. James, Chairman and Chief Executive Officer of Vulcan, said "The acquisition of CalMat further solidifies Vulcan's position as the nation's largest producer of construction aggregates, serving 22 states from Virginia to California. We welcome the employees of CalMat to the Vulcan family, and we look forward to working together to increase earnings and add shareholder value through operating improvements, cost reductions and excellent customer service in the markets we serve. The consummation of this transaction is a significant milestone in Vulcan's' development. We look forward to continued improvement and growth, especially in the states served by CalMat." As previously announced, James W. Smack will serve as the President of CalMat which will be operated as a division of Vulcan through its wholly-owned subsidiary. Vulcan Materials Company is the largest producer of construction aggregates in the United States and is recognized as one of the nation's leading producers of chemicals. CalMat Co. is one of the largest U.S. producers of construction aggregates, asphalt and ready-mixed concrete. - END - COMPANY CONTACT: E. STARKE SYNDOR - P.O.. BOX 385014, BIRMINGHAM, ALABAMA 35238 TELEPHONE 205 298-3206 Internet: http://www.vulcanmat.com -----END PRIVACY-ENHANCED MESSAGE-----