-----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, Mh5xlX8Q5EYchktE4M/yDGf4YnWVnFqoosj/Zwnrc/yi/6NQxpl3QxOI1/pfafO2 CWoy+PRDHMmTOdQLwpQIsg== 0000899140-02-000651.txt : 20020911 0000899140-02-000651.hdr.sgml : 20020911 20020911140602 ACCESSION NUMBER: 0000899140-02-000651 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020911 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KIEWIT MATERIALS CO CENTRAL INDEX KEY: 0001102755 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 470819021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59653 FILM NUMBER: 02761504 BUSINESS ADDRESS: STREET 1: KIEWIT PLAZA CITY: OMAHA STATE: NE ZIP: 68131 BUSINESS PHONE: 4023422052 MAIL ADDRESS: STREET 1: KIEWIT PLAZA CITY: OMAHA STATE: NE ZIP: 68131 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KIEWIT MATERIALS CO CENTRAL INDEX KEY: 0001102755 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 470819021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: KIEWIT PLAZA CITY: OMAHA STATE: NE ZIP: 68131 BUSINESS PHONE: 4023422052 MAIL ADDRESS: STREET 1: KIEWIT PLAZA CITY: OMAHA STATE: NE ZIP: 68131 SC 14D9/A 1 kiew1094772.txt AMENDMENT NO. 3 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 14D-9/A Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 (AMENDMENT NO. 3) KIEWIT MATERIALS COMPANY - -------------------------------------------------------------------------------- (Name of Subject Company) KIEWIT MATERIALS COMPANY - -------------------------------------------------------------------------------- (Name of Person(s) Filing Statement) Common Stock, Par Value $0.01 Per Share --------------------------------------- (Title of Class of Securities) US49387R1005 ------------ (CUSIP Number of Class of Securities) Mark E. Belmont, Esq. Vice President and General Counsel Kiewit Materials Company 1100 Kiewit Plaza Omaha, Nebraska 68131 (402) 536-3661 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of the Person(s) Filing Statement) Copy to: David K. Boston, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019 (212) 728-8000 - -------------------------------------------------------------------------------- [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer This Amendment No. 3 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of Kiewit Materials Company, a Delaware corporation (the "Company"), filed with the Securities and Exchange Commission (the "Commission") on July 23, 2002, as amended by Amendment No. 1 thereto, filed with the Commission on August 19, 2002, and as further amended by Amendment No. 2 thereto, filed with the Commission on August 20, 2002 (as amended, the "Schedule 14D-9"), with respect to the offer made by Jem Lear Acquisition Company, Inc., a Delaware corporation ("Purchaser"), and a wholly-owned subsidiary of Rinker Materials Corporation, a Georgia corporation ("Parent"), to purchase all of the outstanding shares of common stock, par value $0.01 per share, of the Company (the "Shares"), at a purchase price of $17.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in Purchaser's Offer to Purchase, dated July 23, 2002, and in the related Transmittal Letter (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). The Offer is described in a Tender Offer Statement on Schedule TO, as the same may be amended from time to time, that was initially filed by Parent and Purchaser with the Commission on July 23, 2002. Item 9. Exhibits Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit: "(a)(8) Information Sheet for telephone contacts with Kiewit Materials Company Stockholders by employees of Kiewit Materials Company and/or Peter Kiewit Sons', Inc." 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. KIEWIT MATERIALS COMPANY By: /s/ Donald E. Bowman ------------------------------ Name: Donald E. Bowman Title: Vice President and Chief Financial Officer Dated: September 11, 2002 -2- Exhibit No. Description (a)(8) Information Sheet for telephone contacts with Kiewit Materials Company Stockholders by employees of Kiewit Materials Company and/or Peter Kiewit Sons', Inc. -3- EX-99.A(8) 3 kiew1090378.txt INFORMATION SHEET Information Sheet for telephone contacts with Kiewit Materials Company Stockholders by employees of Kiewit Materials Company and/or Peter Kiewit Sons', Inc. Kiewit Materials Company Stockholder: - - By now you should have received two separate mailings from Jem Lear Acquisition Company, Inc., a subsidiary of Rinker Materials Corporation, relating to its offer to purchase all outstanding shares of Kiewit Materials Company (the "Company") at price of $17.00 per share, in cash. - - As noted in those mailings, the offer to purchase expires on September 25, 2002 and the purchase is contingent upon 90% of all the shares of the Company being tendered by that date. - - Included in these mailings was a letter from Kenneth Stinson, Chairman of the Board of Directors of the Company, informing stockholders that the Board of Directors of the Company has unanimously approved the offer to purchase and unanimously recommended that stockholders accept the offer and tender their shares. - - You should have also received a mailing from Peter Kiewit Sons', Inc. confirming your receipt of the prior mailings. - - As noted in the mailings, in order to tender your shares, if you have not already done so, you must complete the blue Transmittal Letter included in the mailings and mail it to the depositary for the offer at the address set forth on the document, together with the certificates representing your shares. - [For stockholders with pledged shares: - If your shares are pledged to a bank or other lender and you wish to tender your shares, you must first contact the lender to arrange for the delivery of the certificate representing the shares to Jem Lear and provide the information requested on the blue Transmittal Letter. If the offer is completed, the depositary will pay the offer price ($17.00) to the lender, and the lender must represent to Jem Lear that upon payment of the offer price, the shares will be free and clear of any lien or other restriction imposed by the pledge.] - - If you have not received any of the mailings, or if you have any questions regarding the tender offer process, including help in completing the blue Transmittal Letter, please call D.F. King & Co., Inc., Rinker's information agent for the tender offer, toll free at 800-549-6746. Alternatively, we can arrange to have them send you the materials or have them call you. Their address is as follows: D.F. KING & CO., INC. 77 Water Street New York, New York 10005 (212) 269-5550 (800) 549-6746 -----END PRIVACY-ENHANCED MESSAGE-----