-----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, POmo9aY9zjngPjoFKQqFzAGdZCam+M+w2NTX+REr4gbUD+bife4BfrY+8SnOFonb xzwKWAC835+nvXTDsCMNXw== 0000898822-99-000005.txt : 19990105 0000898822-99-000005.hdr.sgml : 19990105 ACCESSION NUMBER: 0000898822-99-000005 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CALMAT CO CENTRAL INDEX KEY: 0000023533 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 950645790 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-13647 FILM NUMBER: 99500507 BUSINESS ADDRESS: STREET 1: 3200 SAN FERNANDO RD CITY: LOS ANGELES STATE: CA ZIP: 90065 BUSINESS PHONE: 2132582777 FORMER COMPANY: FORMER CONFORMED NAME: CONROCK CO DATE OF NAME CHANGE: 19840712 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED ROCK PRODUCTS CO DATE OF NAME CHANGE: 19720915 FILED BY: 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: SC 14D1/A BUSINESS ADDRESS: STREET 1: ONE METROPLEX DR CITY: BIRMINGHAM STATE: AL ZIP: 35209 BUSINESS PHONE: 2058773000 MAIL ADDRESS: STREET 1: PO BOX 530187 CITY: BIRMINGHAM STATE: AL ZIP: 35253-0187 SC 14D1/A 1 SCHEDULE 14D-1/A ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ AMENDMENT NO. 3 - FINAL AMENDMENT TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CALMAT CO. (Name of Subject Company) ALB ACQUISITION CORPORATION VULCAN MATERIALS COMPANY (Bidders) COMMON STOCK, PAR VALUE $1.00 PER SHARE (Title of Class of Securities) WILLIAM F. DENSON, III ALB ACQUISITION CORPORATION VULCAN MATERIALS COMPANY ONE METROPLEX DRIVE BIRMINGHAM, ALABAMA 35209 (205) 298-3204 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) COPIES TO: EDWARD D. HERLIHY, ESQ. WACHTELL, LIPTON, ROSEN & KATZ 51 WEST 52ND STREET NEW YORK, NEW YORK 10019 (212) 403-1000 ================================================================================ This Amendment No. 3 (this "Amendment"), the final amendment, amends and supplements the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") filed with the Securities and Exchange Commission on November 19, 1998 by ALB Acquisition Corporation (the "Purchaser"), a Delaware corporation and a wholly-owned subsidiary of Vulcan Materials Company, a New Jersey corporation ("Parent"), to purchase all outstanding shares of Common Stock, par value $1.00 per share (the "Shares"), of CalMat Co., a Delaware corporation (the "Company"), and the associated preferred share purchase rights (the "Rights") issued pursuant to the Rights Agreement, dated as of September 22, 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, 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 constitutes the "Offer"). Capitalized terms used and not defined herein shall have the meanings assigned to them in the Offer to Purchase and the Schedule 14D-1. ITEM 6. INTERESTS IN SECURITIES OF THE SUBJECT COMPANY. Paragraphs (a) and (b) of Item 6 are hereby amended and supplemented by adding thereto the following: The Offer expired at 12:00 midnight, New York City time, on Friday, January 1, 1999. Pursuant to the Offer, based upon a preliminary report from the Depositary, the Purchaser accepted for payment 22,342,304 Shares tendered by physical delivery and 333,982 Shares tendered by guaranteed delivery. Paragraphs (a) and (b) of Item 6 are hereby further amended to incorporate by reference the information set forth in the press release issued by Vulcan Materials Company and the Company on January 4, 1998, filed as Exhibit (a)(9) to this Amendment. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS (a)(9) - Text of press release issued by Vulcan Materials Company and the Company on January 4, 1999. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 4, 1998 VULCAN MATERIALS COMPANY By:/s/ William F. Denson, III Name: William F. Denson, III Title: Senior Vice President, Law and Secretary ALB ACQUISITION CORPORATION By:/s/ William F. Denson, III Name: William F. Denson, III Title: Vice President and Secretary -2- EXHIBIT INDEX (a)(1) -- Offer to Purchase, dated November 20, 1998. (a)(2) -- Letter of Transmittal. (a)(3) -- Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. (a)(4) -- Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. (a)(5) -- Notice of Guaranteed Delivery. (a)(6) -- Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(7) -- Text of press release issued by the Company on November 16, 1998 (a)(8) -- Form of Summary Advertisement dated November 20, 1998. (a)(9)* -- Text of press release issued by Parent and the Company on January 4, 1999. (c)(1) -- Agreement and Plan of Merger, dated as of November 14, 1998, by and among the Company, the Purchaser and Parent. (c)(2) -- Form of Support Agreements entered into between Parent and John C. Argue, Arthur Brown, Denis R. Brown, Harry M. Conger, Rayburn S. December, A. Frederick Gerstell, Richard A. Grant, Jr., Edward A. Landry, Thomas L. Lee, Thomas M. Linden, Georgia R. Nelson and Stuart T. Peeler. (c)(3) -- Confidentiality Agreement, dated as of September 24, 1998, between the Company and Parent. (d) -- Not applicable. (e) -- Not applicable. (f) -- Not applicable. * Filed herewith. -3- EX-99 2 EX-99.1 PRESS RELEASE January 4, 1999 FOR IMMEDIATE RELEASE VULCAN MATERIALS COMPANY ACQUIRES OVER 90 PERCENT OF CALMAT CO. SHARES IN TENDER OFFER AND ANNOUNCES MANAGEMENT TEAM FOR CALMAT CO. Birmingham, Alabama, January 4, 1999 - Vulcan Materials Company (NYSE:VMC) today announced that it has completed its $31.00 per share cash tender offer for all of the outstanding shares of common stock, and the associated common share purchase rights, of CalMat Co. through ALB Acquisition Corporation, a wholly-owned subsidiary of Vulcan. According to the depository's preliminary report, approximately 95 percent of CalMat's outstanding shares were tendered. The offer expired at 12:00 midnight, EST, on Friday, January 1, 1999. ALB Acquisition Corporation accepted for payment all shares validly tendered according to the terms of the tender offer. The tender offer will be followed by a merger of ALB Acquisition Corporation into CalMat, in which each CalMat share not acquired in the tender offer will be converted into the right to receive $31.00 in cash. Vulcan also announced that James W. Smack (55) has been appointed President of CalMat Co. Mr. Smack has served since 1991 as President of Vulcan's Mideast Division, headquartered in Winston-Salem, North Carolina. Mr. Smack has been employed by Vulcan in various management positions since 1982. Vulcan's Chairman and Chief Executive Officer, Donald M. James, said "Jim Smack has thirty years of experience in the construction materials industry and has been a major force in the outstanding performance of our Mideast Division. I'm certain that Jim Smack and his management team will provide the leadership for CalMat to contribute to Vulcan's growth in earnings and shareholder value." Mr. James also announced that Jeffrey L. McCormick (43) and Ronald L. Walker (37) will join Mr. Smack on the CalMat management team. Mr. McCormick will serve as Chief Transition Officer and Mr. Walker as Vice President, Operations Services. Both men are long-time Vulcan employees who have served in various management positions. Mr. James said that Scott J. Wilcott, formerly Senior Vice President of CalMat, will serve as President of CalMat's real estate division and that James Gallagher and Paul Stanford, formerly Executive Vice Presidents of CalMat, will be consultants to the Company. 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 - -----END PRIVACY-ENHANCED MESSAGE-----