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-