-----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, FOrpP4XCLo0zUwtCLO1DqkHqWXcbZAdlV62nI5tLDi5+jM2PaUgLOKK6Nn9zk8hq MasObqYPT028VVPtHHT+7g== 0000950124-98-005729.txt : 19981020 0000950124-98-005729.hdr.sgml : 19981020 ACCESSION NUMBER: 0000950124-98-005729 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981019 SROS: NONE GROUP MEMBERS: CARMEUSE LIME, INC. GROUP MEMBERS: CARMEUSE S.A. GROUP MEMBERS: DLC ACQUISITION CORP GROUP MEMBERS: DLC ACQUISITION CORP. GROUP MEMBERS: LAFARGE S.A. GROUP MEMBERS: LVI HOLDING N.V. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DRAVO CORP CENTRAL INDEX KEY: 0000030067 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 250447860 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-10201 FILM NUMBER: 98727732 BUSINESS ADDRESS: STREET 1: 11 STANWIX ST. STREET 2: 11TH FLOOR CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 412-995-5535 MAIL ADDRESS: STREET 1: 11 STANWIX ST., 11TH FLOOR CITY: PITTSBURGH STATE: PA ZIP: 15222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DLC ACQUISITION CORP CENTRAL INDEX KEY: 0001070609 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 364248543 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 390 EAST JOE ORR RD STREET 2: PO BOX 488 CITY: CHICAGO HEIGHTS STATE: IL ZIP: 60411-0488 BUSINESS PHONE: 7087576201 MAIL ADDRESS: STREET 1: 390 EAST JOE ORR RD STREET 2: PO BOX 488 CITY: CHICAGO HEIGHTS STATE: IL ZIP: 60411-0488 SC 14D1/A 1 FORM SC 14D1/A 1 ------------------------------------------- ------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 2 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ DRAVO CORPORATION (Name of Subject Company) DLC ACQUISITION CORP., a wholly owned subsidiary of CARMEUSE LIME, INC. CARMEUSE S.A. LVI HOLDING N.V. LAFARGE S.A. (Bidders) COMMON STOCK, $1.00 PAR VALUE (Title of class of securities) ------------------------ 261471106 (CUSIP number of class of securities) ------------------------ SUZANNE E. RITZLER, ESQ. ANDRE-GILLES TAITHE EXECUTIVE VICE PRESIDENT SENIOR VICE PRESIDENT CARMEUSE LIME, INC. LAFARGE S.A. 390 EAST JOE ORR ROAD 61 RUE DES BELLES-FEUILLES CHICAGO HEIGHTS, ILLINOIS 60411 75116 PARIS - FRANCE (708) 757-1240 011-31-1-44-34-11-11 (Name, address and telephone number of (Name, address and telephone number of person authorized to receive notices and person authorized to receive notices and communications on behalf of bidders other than communications on behalf of Lafarge S.A.) Lafarge S.A.) WITH A COPY TO: WITH A COPY TO: MICHAEL E. BLOUNT, ESQ. CHRISTOPHE BOURGNINAUD SEYFARTH, SHAW, FAIRWEATHER & GERALDSON LAFARGE MATERIAUX 55 EAST MONROE, SUITE 4200 DE SPECIALITES CHICAGO, ILLINOIS 6060319 PLACE DE LA RESISTANCE (312) 346-8000 92446 ISSY LES MOULINEAUX FRANCE 011 - 33-1-41-17-18-14
SEPTEMBER 21, 1998 ------------------------ DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS 2 - -------------------------------------------------------------------------------- CUSIP No. 261471106 14D-1 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons S.S. or I.R.S. Identification No. of Above Person DLC Acquisition Corp. 36-4248543 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a member of a Group (a) / / (b) /x/ - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds AF, BK, OO - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) / / - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Pennsylvania - -------------------------------------------------------------------------------- 7. Aggregate Amount Beneficially Owned by Each Reporting Person None - -------------------------------------------------------------------------------- 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares / / - -------------------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row (7) 0.0% - -------------------------------------------------------------------------------- 10. Type of Reporting Person CO - -------------------------------------------------------------------------------- 3 ================================================================================ CUSIP No. 261471106 14D-1 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons S.S. or I.R.S. Identification No. of Above Person Carmeuse Lime, Inc. 36-3933140 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) / / (b) /x/ - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds AF, BK, OO - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(e) or 2(f) / / - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Aggregate Amount Beneficially Owned by Each Reporting Person None - -------------------------------------------------------------------------------- 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares / / - -------------------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row (7) 0.0% - -------------------------------------------------------------------------------- 10. Reporting Person HC and CO - -------------------------------------------------------------------------------- 4 ================================================================================ CUSIP No. 261471106 14D-1 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons S.S. or I.R.S. Identification No. of Above Person Carmeuse S.A. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a member of a Group (a) / / (b) /x/ - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds BK, OO - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) / / - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Belgium - -------------------------------------------------------------------------------- 7. Aggregate Amount Beneficially Owned by Each Reporting Person None - -------------------------------------------------------------------------------- 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares / / - -------------------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row (7) 0.0% - -------------------------------------------------------------------------------- 10. Type of Reporting Person CO - -------------------------------------------------------------------------------- 5 - -------------------------------------------------------------------------------- CUSIP No. 261471106 14D-1 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons S.S. or I.R.S. Identification No. of Above Person LVI Holding N.V. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a member of a Group (a) / / (b) /x/ - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds AF, BK, OO - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) / / - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Netherlands - -------------------------------------------------------------------------------- 7. Aggregate Amount Beneficially Owned by Each Reporting Person None - -------------------------------------------------------------------------------- 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares / / - -------------------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row (7) 0.0% - -------------------------------------------------------------------------------- 10. Type of Reporting Person HC and CO - -------------------------------------------------------------------------------- 6 - -------------------------------------------------------------------------------- CUSIP No. 261471106 14D-1 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons S.S. or I.R.S. Identification No. of Above Person Lafarge S.A. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a member of a Group (a) / / (b) /x/ - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds OO - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) / / - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization France - -------------------------------------------------------------------------------- 7. Aggregate Amount Beneficially Owned by Each Reporting Person None - -------------------------------------------------------------------------------- 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares / / - -------------------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row (7) 0.0% - -------------------------------------------------------------------------------- 10. Type of Reporting Person CO - -------------------------------------------------------------------------------- 7 This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule 14D-1 dated September 21, 1998, as amended ("Schedule 14D-1"), filed by DLC Acquisition Corp. ("Purchaser"), a Pennsylvania corporation and a wholly owned direct subsidiary of Carmeuse Lime, Inc. ("Parent"), a Delaware corporation and indirect subsidiary of LVI Holding N.V., a Dutch corporation ("LVI"), relating to Purchaser's offer to purchase all outstanding shares of common stock, $1.00 par value (the "Shares"), of Dravo Corporation (the "Company"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 21, 1998 (the "Offer to Purchase") and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, constitute the "Offer") at a purchase price of $13.00 per Share, in cash. ITEM 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended and supplemented as follows: (a)-(d); (g) This Schedule 14D-1 is being filed by Purchaser, Parent, LVI, Carmeuse S.A. ("Carmeuse SA") and Lafarge S.A. ("Lafarge"). Parent is a wholly owned direct subsidiary of Carmeuse North America, B.V., a Dutch corporation ("Carmeuse NA"), which is a wholly owned direct subsidiary of Carfin, S.A., a Belgian corporation ("Carfin"). Carfin is a direct subsidiary of LVI. Carmeuse SA, a Belgian corporation, is an affiliate of Purchaser and Parent and is the guarantor of the obligations of Purchaser and Parent under the Agreement and Plan of Merger, dated as of September 15, 1998, among Purchaser, Parent and the Company. Lafarge is a French corporation, the principal executive offices of which are located at 61 Rue des Belles-Feuilles, 75116 Paris, France. The telephone number of Lafarge at such offices is 011-33-1-44-34-11-11. Lafarge is a worldwide manufacturer and marketer of cement and construction materials. The information set forth under "INTRODUCTION," "THE TENDER OFFER -- Certain Information Concerning Purchaser, Parent, Carmeuse NA, Carfin, LVI, and Carmeuse SA," and "THE TENDER OFFER -- Source and Amount of Funds" in the Offer to Purchase and Schedule I thereto is incorporated herein by reference. The information contained in Schedule I of the Offer to Purchase is hereby supplemented as follows: 4. DIRECTORS AND EXECUTIVE OFFICERS OF CARMEUSE SA. Set forth below is the name, current business address, citizenship and present principal occupation or employment and material occupations, positions, offices or employments for the past five years of each director and executive officer of Carmeuse SA. Unless otherwise indicated, each person identified below is employed by Carmeuse SA or its affiliates, and has been employed by Carmeuse SA or its affiliates, in positions of increasing responsibility, for the past five years. The principal address of Carmeuse SA, and unless otherwise indicated below, the current business address for each individual listed below is Parc Scientifique Athena, Boulevard de Lauzelle 65, 1348 Louvain-la-Neuve Nord, Belgium. Except as otherwise noted below, each such person is a citizen of Belgium. Directors are identified by an asterisk. 8 NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS Dominique Collinet* Chairman of Carmeuse SA and The Carmeuse Group; Director of Compagnie Generale Mosane, S.A., Spadel, S.A. and Banque Brussels Lambert, S.A. Yves R. Collinet* Vice President - Technical of Carmeuse SA; Vice President-Technical of The Carmeuse Group Jacques A. Germay* Chairman of Parent and Purchaser; 47 Rue de L'Abbaye Chief Executive Officer of Alpha S.A. 4432 Alleur Belgium Yves Willems* Vice President of Parent and Purchaser; Managing Director of Carmeuse Coordination Center, S.A.; Chief Financial Officer of The Carmeuse Group; Director of Coil, S.A. Jean Denoel* Vice President - Operations of The Carmeuse Group Jacques-Bernard De Jongh* General Secretary of The Carmeuse Group Gerard Lob* President - West Europe of Carmeuse SA; President - West Europe of The Carmeuse Group; Managing Director of How To, S.A. Guy del Marmol* Retired; formerly Vice President - Le Petit Bois 3 Marketing and Sales of Carmeuse SA 4500 Tihange (Huy) Belgium 9 5. DIRECTORS AND EXECUTIVE OFFICERS OF LAFARGE. Set forth below is the name, current residence or business address, citizenship and the present principal occupation or employment and material occupations, positions, offices or employment and business addresses thereof for the past five years of each director and executive officer of Lafarge. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS HELD DURING THE PAST FIVE NAME YEARS Lord Blackenham Director of Lafarge since 1997; Director of 1 St. Leonard's Studios Sotheby's Holdlings Inc (1334 York Avenue, New Smith Street York, New York 10021--International auction London SW3 4EN house) since 1987; Member of the International England Advisory Board of the Toshiba Corporation (1-1 Citizen of the United Kingdom Shibaura 1-chome, Minato-ku, Tokyo 105, Japan--Manufacturer of electronic equipment) since 1997; Director of Leocot (Pvt) Ltd (c/o Alexander Katz Associates, 170 Chinhoyi Street, Nr Samor Machel Avenue, PO Box 5, Harare, Zimbabwe--Investments) since 1990; Chairman of Pearson plc (3 Burlington Gardens, London W1X 1LE, England--Media and investment banking) from 1983 until 1997; Chairman of the Financial Times Group Ltd (One Southwark Bridge, London SE1 9HL--Newspaper and financial information provider) from 1984 until 1996; Director of Lazard Brothers & Co. Ltd (21 Moorfields, London EC2P 2HT--Investment banking) from 1975 until 1997; Director of Pearson Management Services Ltd, Pearson Services Ltd, Whitehall Securities Corporation Ltd and Whitehall Trust, all subsidiaries of Pearson plc, all ending in 1996 or 1997; Chairman of MEPC plc (Nations House, 103 Wigmore Street, London W1H 9AB, England--Commercial real estate) from 1993 until 1998. 10 Michael M. Bon Director of Lafarge since 1993; Chairman and France Telecom Chief Executive Officer of France Telecom 6, place d'Alleray (Telecommunications) since 1995; Director of 75015 Paris Sprint Corp. (Kansas City, France Missouri--Telecommunications); Director of Citizen of France SONAE Investimentos (Portugal); Director of Deutsche Telekom (Bonn, Germany--Telecommuni- cations); Director of Groupe Bull (France--Information Technology); Director of Air Liquide (75, quai d'Orsay, 75007 Paris, France--Gas); Director of Sonapar; Director of Grand Vision; Chief Executive Officer of Agence Nationale pour l'Emploi (France--Employment) from 1993 until 1995. Bertrand P. Collomb Chairman since 1987 and Chief Executive Lafarge Officer of Lafarge since 1989; Director of 61, rue des Belles-Feuilles Canadian Imperial Bank of Commerce (Commerce 75116 Paris Court, Toronto, M5L1A2, Ontario, France Canada--Banking); Director of Elf-Aquitaine Citizen of France (Tour Elf, Cedex 45, 92078 Paris, La Defense, France--Energy, chemicals and pharmaceuticals); Director of Credit Commercial de France (103, avenue des Champs Elysees, 75008, Paris--Banking). Alain B. Crouy Head of the Aluminates, Lime and Admixtures Lafarge Aluminates activities of the Lafarge group; Chairman and 28, rue Emile Menier Chief Executive Officer of Lafarge Paints 75782 Paris Cedex 16 (71, boulevard du General Leclerc, 92583 France Clichy Cedex, France) from July 1995 until Citizen of France February 1998; Head of Paints and International Development at Lafarge New Materials (17 ter, rue de la Vanne, 92542 Montrouge, France) from October 1993 until July 1995. 11 Guilherme A. Frering Director of Lafarge since 1997; Chairman Av. Rio Branco, 85-7 Andar of Caemi Mineracao e Metalurgia S.A. 20040-004 Rio de Janeiro, RJ (Praia de Botafogo, 300, 8 Andar, Brazil 22259-900, Rio de Janeiro, RJ, Citizen of Brazil Brazil--Iron ore mining, kaolin mining and railroad transportation) since 1988; Chairman of Jari Celulose S.A. (Rua do Mercado 17, 11th floor, 20010-120, Rio de Janeiro, RJ, Brazil--Pulp production) since 1993; Chairman of Cimento Maua S.A. (Av. Almirante Barroso, 52, 15th floor, 20031-000 Rio de Janeiro, RJ, Brazil--Cement) from April 1994 until April 1997; Director of S.A. White Martins (Rua Mayrink Veiga, 9, 26th floor, 20090 Rio de Janeiro, RJ, Brazil--Oxygen and other industrial gases) since 1991; Director of ALCOA Aluminio S.A. (Av. Maria Coelho Aguiar, 215 Bl. C, 4 Degrees Andar, Sao Paulo, SP, 05804-900, Brazil--Aluminum smelting and processing). Patrice le Hodey Director of Lafarge since 1987; Vice 25, avenue du Marechal Chairman of IPM (127, boulevard Emil 1180 Brussels Jacqmain, B1000 Brussels, Belgium Belgium--Newspaper publishing); Chairman Citizen of Belgium of Derouck (91/93, rue Navez, 1030 Brussels, Belgium--Map publishing) since 1997; Director of RTL-TVI (1 rue Ariane, Brussels, Belgium--Television) ; Vice Chairman of Agence Bella (Rue Pelletier, Brussels, Belgium--News agency). Bernard Isautier Director of Lafarge since 1989; Director Chauvco Resources International of Fracmaster (355-4 Avenue, S.W., Royal Albert House Calgary, Alberta, Canada--Energy) since Sheet Street April 1996; Director of Hurricane Windsor SL4 1BE Hydrocarbons 300-4R Avenue S.W., Berkshire, England Calgary, Alberta, Canada--Energy) since Citizen of France February 1996; Director of Firan Corporation (353, Iroquois Shore Road, Oaxville, Ontario, Canada) since April 1996; President of Canadian Occidental Petroleum (635, B Avenue S.W., Calgary, Canada--Energy) from May 1993 until December 1995. Alain A. Joly Director of Lafarge since 1983; Chairman Air Liquide and Chief Executive Officer of Air 75, quai d'Orsay Liquide (Gas) since May 1995; Director 75007 Paris of the Banque Nationale de Paris (16, France boulevard des Italiens, 75009 Citizen of France and Canada Paris--Banking) since 1995; Director of Inesse (96, boulevard Haussman, 75016 Paris, France) from May 1991 until May 1995. 12 Bernard L. Kasriel Director of Lafarge since 1989; Vice-Chairman Lafarge and Chief Operating Officer of Lafarge; 61, rue des Belles-Feuilles Vice-Chairman of Lafarge Corporation (Reston, 75116 Paris Virginia--Construction materials); Director France of Sonoco Products Company (Hartsville, South Citizen of France Carolina--Packaging) ; Director of Elyo (Paris, France); Director of other subsidiaries of Lafarge. Jean Keller Director of Lafarge since 1998; Otherwise 23, avenue Le Notre currently retired; Financial Officer of 92420 Vaucresson Lafarge Ciments (5, boulevard Louis Loucheur, France 92214 Saint Cloud, France--Cement). Citizen of France Raphael de Lafarge Director of Lafarge since 1982; Accountant 28, quai Claude Bernard with Ste. Achats Service Investissement (254, 69007 Lyon rue Fourny, 78530 Buc, France); Director of France Borgey SA (18, rue Royale, 69001 Lyon, Citizen of France France) since November 1989. Bruno Lafont Executive Vice President, Gypsum (Head of the Lafarge gypsum division), of Lafarge since 1998; 61, rue des Belles-Feuilles Executive Vice President, Finance, of 75116 Paris Lafarge, from April 1995 until September France 1998; Chief Financial Officer of Lafarge from Citizen of France August 1994 until March 1995; Group Director in Turkey for Lafarge from July 1990 until July 1994. Olivier Lecerf Director since 1971, and Honorary Chairman of Lafarge Lafarge; President of Financiere Lafarge (61, 61, rue des Belles-Feuilles rue des Belles-Feuilles, 75116 Paris, France) 75116 Paris since 1991; Director of L'Oreal (41, rue France Martre, Clichy, France--Cosmetics) since Citizen of France 1990; President of Sicau St.Honore Marches Emergents (Paris, France--Investment) since 1996; Director of Saint Gobain (Courbevoie, France--Industrial Materials) since 1993; Director of Sabelfi (Brussels, Belgium) since 1997; Member of the Advisory Board of Morgan Stanley Dean Witter (New York, New York--Financial services) since 1991. Jacques Lefevre Director of Lafarge since 1989; Vice Chairman Lafarge and Chief Operating Officer of Lafarge since 61, rue des Belles-Feuilles January 1995; Managing Director of Lafarge 75116 Paris from June 1989 until December 1994. France Citizen of France 13 Olivier Legrain Executive Vice President, Specialty Lafarge Products, for Lafarge, since 1994; 61, rue des Belles-Feuilles Executive Vice President of Rhone 75116 Paris Poulenc Chimie (Courbevoie, France France--Chemicals), until 1993. Citizen of France Robert W. Murdoch Director of Lafarge since 1983; Director 706 South Union Street of Lafarge Corp. (11130 Dunaise Valley Alexandria, Virginia 22314 Drive, Reston, Virginia--Constructi on Citizen of Canada materials) since April 1987; Director of Usinor S.A. (11-13 Cours Valmy TSA, 10001 La Defense, France--Steel) since October 1995; Director of Sierra Systems (1177 West Hastings Vancouver, B.C. V6E 2K3 Canada--Information technology) since March 1998; Director of Graymont Ltd Holding Co. (215 Shell Bridge Way, Richmond B.C. Canada V6C 2W8--Lime construction materials waste) from June 1994 until April 1998; Director of Power Asia Capital Ltd Holding Co. (Clarendon House 2 Church Street, PO Box HM 1022, Hamilton HM DX, Bermuda--Asian infrastructure) since January 1998; Director of Power Pacific Corp. Ltd (2004 Central Plaza, 18 Harbour Road, Wanchai, Hong Kong) since May 1985. Lindsay Owen-Jones Director of Lafarge since 1993; Chairman L'Oreal and Chief Executive Officer of L'Oreal 41, rue Martre (Cosmetics); Chairman of the Board of 92117 Clichy Cedex Cosmair Inc. USA (New York--Cosmetics); France Director of the Banque Nationale de Citizen of the United Kingdom Paris (16, boulevard des Italiens, 75009 Paris--Banking); Director of Air Liquide (75, quai d'Orsay, 75007 Paris, France--Gas); President of L'Oreal UK Ltd.; Director of Gesparal; Director of Marie-Claire Album; Director of Biotherm Monaco; Director of Sofamo Monaco; Director of Saipo Italie; Director of Geral Inc U.S.A.; President and delegate Director of L'Oreal Japan Ltd until 1996; Director of Nihon L'Oreal KK until 1996; Director of Cosmefrance until 1996; Director of CIRD until 1995; Director of Galderma Laboratories until 1995; Chairman of Jeanne Lanvin (France--Fashion) until 1994; Director of Galderma Pharma SA until 1993; Representative of L'Oreal to the Board of Interedi until 1993. 14 Michel J.D. Pebereau Director of Lafarge since 1991; Chief Banque Nationale de Paris Exeuctive Officer of Banque Nationale de 16, boulevard des Italiens Paris (Banking) since May, 1993; 75009 Paris President of Compagnie d'Investissements France de Paris (Investment) since October Citizen of France 1993; Director of C.E.P. Communication from October 1986 until September, 1997; Director of S.A. des Galeries Lafayette (Retail) since June 24, 1988; Director of Saint Gobain (Courbevoie, France--Industrial Materials) since September 1993; Member of the Supervisory Board of Compagnie Bancaire (France--Banking) from October, 1993 until March 1996; Director of Elf Aquitaine (Tour Elf, Cedex 45, 92078 Paris, La Defense, France--Energy, chemicals, pharmaceuticals) since June 24, 1994; Director of U.A.P. (France--Insurance) from June, 1994 until January, 1997; Member of Supervisory Board of AXA-U.A.P (France--Insurance) since January, 1997; Member of Supervisory Board of Dresdner Bank AG (Germany--Banking) since May, 1997; Director (as BNP representative) of Lagardere Group (France--Media and Technology) from October 1993 until December 1996; Director (as BNP representative) of Rhone Poulenc (Courbevoie, France--Chemicals, pharmaceuticals) from December, 1993 until December, 1996; Director (as BNP representative) of Sovac from December, 1993 until December, 1995; Director (as BNP representative) of Renault (France--Automotive) since March, 1995; Member of the Supervisory Board (as BNP representative) of Banexi (France--Banking) since July, 1993; Chairman of the Institut d'Etudes Politiques de Paris; Director of A.F.B. (e)-(f) During the last five years, none of Purchaser, Parent, Carmeuse NA, Carfin, LVI, Carmeuse SA or Lafarge or any persons controlling Purchaser, nor, to the best knowledge of Purchaser, Parent, LVI, Carmeuse SA and Lafarge, respectively, any of the persons listed in this Item 2 or on Schedule I to the Offer to Purchase (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, Federal or State securities laws or finding any violation of such laws. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY 15 Item 3 is hereby amended to reflect that Mr. Alain R. Crouy is Head of the Aluminates, Lime and Admixtures activities of the Lafarge Group. ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 4 is hereby amended as follows: In connection with the Lafarge Facility (as defined in "THE TENDER OFFER - Source and Amount of Funds" in the Offer to Purchase), Carmeuse SA has assigned its right to receive funds under the Lafarge Facility to Carmeuse NA, and Carmeuse NA will advance the funds under the Lafarge Facility to Parent. ITEM 10. ADDITIONAL INFORMATION (c) CFIUS, on October 16, 1998, notified Parent that, in connection with the notice filed by Parent with CFIUS under the Exon-Florio Amendment, CFIUS had determined that there were no issues of national security sufficient to warrant investigation, and therefore action by CFIUS was concluded with respect to the proposed transaction. (f)(1) The net worth of Lafarge is significantly in excess of the maximum amount Lafarge may be required to fund to Carmeuse SA (or its asignee, Carmeuse NA) pursuant to the Lafarge Facility. (f)(2) On October 15, 1998, the Company received from the Prudential Insurance Company of America ("Prudential") a notice of conversion with respect to the 150,000 shares of Series D Cumulative Convertible, Exchangeable Preferred Stock (the "Prudential Preferred Stock") of the Company. Prudential elected to exercise its right to convert the Prudential Preferred Stock into 1,200,000 Shares and is expected to tender its Shares pursuant to the Offer. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS (c)(3) North American Memorandum of Understanding (English Translation), dated June 3, 1998, between LVI and Lafarge. Confidential portions of the Memorandum of Understanding have been omitted pursuant to Rule 24b-2. Copies of the omitted portions have been filed with the Securities and Exchange Commission in accordance with Rule 24b-2. 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: October 19, 1998 DLC ACQUISITION CORP. By: /s/ Suzanne E. Ritzler Name: Suzanne E. Ritzler Title: Secretary 16 CARMEUSE LIME, INC. By: /s/ Suzanne E. Ritzler Name: Suzanne E. Ritzler Title: Executive Vice President LVI HOLDING N.V. By: /s/ Jan de Niet Name: Jan de Niet Title: Managing Director CARMEUSE S.A. By: /s/ Dominique Collinet Name: Dominique Collinet Title: Chairman LAFARGE S.A. By: /s/ Jean-Pierre Cloiseau Name: Jean-Pierre Cloiseau Title: Senior Vice President - Finance EX-99.C(3) 2 EXHIBIT 99.C(3) 1 Exhibit (C)(3) [TRANSLATION] NORTH AMERICAN MEMORANDUM OF UNDERSTANDING 1. Parties 1.1. LVI HOLDING N.V., a corporation organized and existing under the laws of The Netherlands, the registered office of which is located at Nijverheidsstraat 32, NL-2802 Al Gouda, The Netherlands, registered with the Trade Registry of Gouda under number 29035510, acting on its own behalf as well as on behalf of all of the companies of which it controls 50% or more ("LVI Holding") 1.2. LAFARGE S.A., a corporation organized and existing under the laws of the French Republic, the registered office of which is located at 61 Rue des Belles Feuilles, 75782 Paris, Cedex 16, France, registered with the Trade Registry of Paris under number B 542 105 572, acting on its own behalf as well as on behalf of all of the companies of which it controls 50% or more ("Lafarge") hereinafter referred to as the "Parties", 2. Purpose The purpose of the present Memorandum of Understanding is to define the essential terms of an agreement reached between LVI Holding and Lafarge regarding their establishing an entity held in common (the "Common Subsidiary") to which they will exclusively entrust all business within the Territory relating to lime, dolomite and limestone, but not including construction, buildings, and public works (the "Lime Activity"). The terms "Lime Activity" as defined in the present Memorandum of Understanding, include, subject to any restrictions resulting from applicable local law, title to deposits and quarries, title to industrial extraction and production facilities, permits and authorizations to operate, production quantities, customers, personnel, and, in general, everything that the Common Subsidiary requires to operate its Lime Activity, whether such business is transferred to the Common Subsidiary by means of an assignment by the legal entity proprietor of the business or otherwise. The parties nevertheless recognise that Lafarge's North American subsidiary shall continue to retain title to the ownership of the quarry and the extraction facilities in Dundas (Ontario - Canada). 3. The Territory The territory subject to this Memorandum of Understanding (the "Territory") is the territory of North America, including the United States of America and Canada. 4. Incorporating a Common Subsidiary 4.1. The Common Subsidiary shall be incorporated and organized in accordance with the laws of a Member States of the European Union acceptable to both parties and chosen in light of pertinent 2 legal and tax considerations. The parties anticipate, subject to further in-depth analysis, to incorporate the Common Subsidiary as a limited liability company [besloten vennotschap] in The Netherlands. 4.2. Each party shall contribute to the Common Subsidiary all of that party's operations in the Lime Activity within the Territory (the "Contributions"). Depending upon the circumstances subject to the parties' further negotiations, these Contributions may include equity interests and/or assets. 4.3 The parties agree that each will assure that its subsidiaries in which it holds a controlling interest shall also contribute to the Common Subsidiary every asset or equity interest that they may have within the territory covered by the Common Subsidiary. With regard to the subsidiaries in which the parties do not hold a controlling interest (including those in which they hold 50%), each party shall use its best efforts to assure that they do the same and/or abide by the spirit of the present Memorandum of Understanding, as best it can and without guaranteeing the result of such efforts. 4.4. As for the manner in which to proceed with these operations, the parties shall use the most favorable method, to be determined on a case by case basis, taking into account all of the identified constraints of each Contribution. At present, the parties anticipate to proceed with a contribution in kind or an assignment of the shares or assets to the Common Subsidiary. In case of a contribution in kind or an assignment of assets, such Contribution shall include the transfer of personnel operating the Lime Activity, the customers and the trademarks closely associated with the Lime Activity, as well as any other element deemed necessary. 4.5. The contributions in kind and/or the assignment of shares or assets shall be made in accordance with the evaluation set forth in Annex 1. 4.6. LVI Holding shall own 60% of the Common Subsidiary and Lafarge 40%; either party may substitute at any time any other company of its group in which it holds an interest greater than 50%. In order to achieve these percentages, the parties agree to use the method deemed most advantageous, taking into account the legal and tax constraints. The parties may thus contribute all or part of their Contributions to the Common Subsidiary with an additional contribution in cash to be made by the party owning, after making its contribution, less than its anticipated percentage. 4.7. If legal or contractual reasons prevent the contribution or assignment of a portion of the Lime Activity of Lafarge or LVI Holding to the Common Subsidiary, the parties shall together, to the extent possible and as quickly as possible, assure that equivalent measures are undertaken in order to obtain a result that is as close as possible to a contribution or assignment. 4.8. The parties shall do their utmost to assure practical solutions that will interfere with their respective businesses as little as possible with the objective of limiting the initial costs and operating expenses of the entities established. 5. Exclusivity 5.1. Each party agrees to operate all of its Lime Activity on the Territory exclusively through the Common Subsidiary, except as otherwise provided in the present Memorandum of Understanding. 5.2. Therefore, each party is prohibited from operating Lime Activity within the Territory, either 3 alone or with any third party, directly or indirectly, in any manner whatsoever, outside the framework of the Common Subsidiary. The parties intend to: * More generally, the parties agree to examine together all development proposals that could lead to the acquisition of a Lime Activity or an investment in a Lime Activity, especially for purposes of establishing the value of such business. All development proposals shall be prepared and presented by the General Management to the Board of Directors. The latter shall then decide whether to proceed with the proposal. Should a party decline to proceed with a proposal, the other party may then proceed with the proposal on its own. 5.3. However, should a proposal concern a company the principal business of which does not relate to Lime Activity (for example, the cement business), the party considering such a proposal shall disclose its intentions to the other party, as soon as it is possible to do so, taking into account the obligations of confidentiality and discretion required by such activities, by officially informing the Board of Directors and offering to the Common Subsidiary that portion of the proposed acquisition relating to the Lime Activity at financial conditions equivalent to those relating to the acquisition as a whole. Should the other Party within the Common Subsidiary refuse to have the Common Subsidiary acquire such Lime Activity, the Party having made the acquisition may retain such Lime Activity. 5.4. * 5.5. * 4 5.6. If one of the parties (the "Defaulting Party") is in serious breach of its obligations pursuant to the exclusivity provision contained in the present section 5, and, following receipt of notice addressed by the other party (the "Aggrieved Party"), fails to take measures within one month to remedy such breach within a maximum period of six months the Aggrieved Party may chose between either (i) an option to purchase ("Call") enabling it to purchase the Defaulting Party's shares in the Common Subsidiary, or (ii) an option to sell ("Put") enabling it to sell its shares in the Common Subsidiary to the Defaulting Party, without prejudice to any other remedies to which the Aggrieved Party may be legally entitled for such breach of contract. The Put or the Call must be exercised by the Aggrieved Party within six months of the date on which notice is given to the Defaulting Party, it having been established that upon expiration of the first six-month period referred in the first sentence of the present paragraph, the Defaulting Party has failed to cease violating the exclusivity provision referred to in the first notice given to the Defaulting Party by the Aggrieved Party. The Put or the Call shall be exercised at the prices specified in section 11.3. 6. Managing of the Common Subsidiary The Board of Directors 6.1. Notwithstanding any laws governing the Common Subsidiary, the Board of Directors of the Common Subsidiary shall be for the parties the highest decision-making authority within the Common Subsidiary. Should a law governing the Common Subsidiary provide otherwise, for example by giving such authority to a general assembly of shareholders or any other entity, the parties agree to present first to the Board of Directors of the Common Subsidiary any decision, subject to such other legal authority. 6.2. The general management of the Common Subsidiary shall be entrusted to a Board of Directors, of which there are four members elected for a three-year period and are eligible for re-election, subject to applicable legal or regulatory restrictions. 6.3. Two directors shall be designated by LVI Holding and two directors shall be designated by Lafarge. Each party may at any time request, subject to procedures applicable by law, the replacement of its directors, either temporarily or definitively. The legal representative of the Board of Directors shall be appointed by the directors. 6.4. All directors may be recalled by the General Assembly of Shareholders by a simple majority of votes. It is understood that should a director designated by one of the parties be recalled, he shall he replaced by another director also designated by that same party. 6.5. The Board of Directors shall hold four meetings annually and additional meetings may be held if required or if at least two directors request such a meeting. 6.6. The resolutions of the Board of Directors shall be made by a simple majority of votes. However, should the members of the Board of Directors persistently fail to agree, the matters will then be submitted to the CEO's of both parties (at present, the General Director of Carmeuse and the Assisting General Manager of Lafarge) for decision. In this regard, the CEOs, if necessary, will consult with the General Manager of the Common Subsidiary. If the CEOs of both parties fail to reach an agreement within 15 days following the date on which the Common Subsidiary's Directors identified their disagreement, Carmeuse's CEO may resolve the differences and the latter's decision will then be submitted to the Common Subsidiary's Board of Directors for 5 implementation, thus avoiding that the Common Subsidiary finds itself unable to pursue its business. The parties agree to assure that the directors designated by each vote in favor of the decision rendered. General Management 6.7. The general and operating management of the Common Subsidiary and its subsidiaries shall be entrusted to a General Management consisting of the General Manager and the senior managers of the Common Subsidiary. 6.8. The General Manager shall be appointed by the Board of Directors of the Common Subsidiary upon proposals made by the parties. The terms and conditions of the General Manager's functions, including his remuneration, shall be defined by the Board of Directors. 6.9. The senior managers of the Common Subsidiary shall be appointed by its Board of Directors upon proposals made by the General Manager. The terms and conditions of their functions, including their remuneration, shall be defined by the Board of Directors. 6.10. The General Manager shall be entrusted with the following tasks: - submit proposals to the Board of Directors for establishing or modifying the Common Subsidiary's strategy; - proposing to the Board of Directors objectives, action plans and budgets for implementing the strategy established by the Board of Directors; - proposing to the Board the hiring or dismissal of senior managers of the Common Subsidiary; - performing or overseeing performance of the action plans and budget established by the Board of Directors in accordance with the terms and conditions set forth therein; - managing the Common Subsidiary's human and material resources in accordance with the decisions of the Board of Directors; - reporting on a regular basis to the Board of Directors regarding the business development and bringing to the Board's attention potential or actual divergences from projections, analysing the causes behind such divergences and proposing possible measures to overcome these divergences; - keeping all members of the Board informed of all events, problems or important matters surrounding the Common Subsidiary as they arise thus enabling the Common Subsidiary to take urgent measures if required. Other Provisions 6.11. The terms and conditions for appointment of the Common Subsidiary's auditor, including his mission and remuneration, shall be determined by the Board of Directors. 6.12. The parties shall ensure that the Common Subsidiary responds to all reasonable requests of each 6 party regarding financial, accounting and management information to be forwarded to their parent companies. 6.13. Lafarge and LVI Holding shall each have the right to request, at their own expense, that the Common Subsidiary's auditor, or any other auditor that they might designate, provide them with an additional audit report regarding the Common Subsidiary and its holdings. 6.14. In addition to the reports required pursuant to the laws applicable to the Common Subsidiary, the General Management shall provide the parties with quarterly Activity Reports. The General Management shall also immediately and systematically inform the parties of all operational matters of major importance for the Common Subsidiary. In general, each party shall assure that the other has access to all information requested regarding any matter concerning the Common Subsidiary and its facilities, consistent with parties' spirit of cooperation, but subject nonetheless to the parties' not interfering with the operations of the Common Subsidiary. Subsidiary of the Common Subsidiary 6.15. The provisions contained in the present section 6 shall apply, mutatis mutandis, to every interest held by or subsidiary of the Common Subsidiary. 7. Relations with Affiliates 7.1. The parties shall assure that the relationship between the Common Subsidiary and its subsidiaries, as well as the relationship between the parties and their affiliated companies, shall be conducted in a normal business-like manner. 7.2. The same obligation applies to all services to be provided by one or the other party to the Common Subsidiary (work performed by their personnel, particular studies and missions, assistance from centralized services, etc.). 8. Financing the Common Subsidiary 8.1. The Common Subsidiary shall be financed by LVI Holding and Lafarge, in accordance with their percentage of participation in accordance with procedures to be agreed upon by the parties at a later time. 8.2. The ratio, on a consolidated basis, between the obligations of the Common Subsidiary and its subsidiaries to lenders and the Common Subsidiary's assets *,. The creditors of the Common Subsidiary and of its subsidiaries shall be without recourse against LVI Holding and Lafarge and without guarantee from the latter. 9. Restrictions on the Transfer of Shares 9.1. Except for transfers to a company under common control, which shall always be authorized, the parties agree not to sell their shares held in the Common Subsidiary, and Lafarge also undertakes not to exercise the option to sell that it has obtained pursuant to section 10, before the end of * starting as of the establishment of the Common Subsidiary. 7 9.2. Upon expiration of the above mentioned five-year period, any transfer by either party of all or part of the shares it holds in the Common Subsidiary shall be subject to the other party's not exercising its right of first refusal under conditions (especially of price) equal to those offered by a potential third party purchaser, provided that the latter's offer is sincere and made in good faith. Should the third party's offer not be sincere or in good faith, the right of first refusal shall be exercised for the amount to be determined in accordance with the procedure set forth in section 11 below (with a right for the potential seller and the potential purchaser to withdraw once this amount is known). The procedures for exercising the right of first refusal shall be organized in such a manner as to enable the party having the right of first refusal to obtain necessary financing for the purchase of the shares subject to the right of first refusal (maximum of six months). 9.3. Each shareholder shall also have to right to purchase all shares held by the other shareholder should the latter be declared bankrupt. The present right may be exercised at a price equivalent to the market value of the shares, to be determined in accordance with a procedure similar to that described in section 11 below. 9.4. Should a party (the "Seller") decide to sell a majority of the shares it holds in the Common Subsidiary to a third party (the "Third Party"), the other party (the "Beneficiary") may, if it does not exercise its right of first refusal, simultaneously sell to the Third Party, all of its shares under the same terms and conditions as those set forth by the Seller when selling its own shares. If the Third Party is not willing to purchase the shares offered by the Beneficiary, the latter has an option to sell all of its shares to the Seller, under the same terms and conditions offered by the Seller when selling its own shares. The above mentioned option must be exercised within three months following notice by Seller of the actual sale of its shares to the Third Party. 9.5. The procedures governing the rights provided for in the present section shall be included in the additional definitive agreements referred to in Section 14 below. 10. Lafarge's Option to Sell 10.1. LVI Holding shall grant Lafarge an option to sell (the "Option to Sell") enabling Lafarge to sell its shares held in the Common Subsidiary (the "Lafarge Shares") to LVI Holding. 10.2. The Option to Sell may be exercised (i) for the first time at any moment during a six-month period following * of the incorporation of the Common Subsidiary and (ii) subsequently, at any time during six-month periods that start running * as of the * of the incorporation of the Common Subsidiary. 10.3. The Option to Sell may be exercised at a price corresponding to the market value of the Lafarge Shares, determined by a procedure similar to that set forth in Section 11.3. 11. Resolving Disagreements 11.1. If during the first three years of existence of the Common Subsidiary, a fundamental and unresolvable disagreement arises between the parties and systematically leads to a significant impasse within the Common Subsidiary (for example, if the parties persistently and systematically fail to agree on matters that require a unanimous vote from all Lafarge and LVI Holding representatives), the parties agree to use their best efforts in order to reach an amicable solution to their disagreement, through appropriate mediation and conciliation. 8 11.2. If such conciliation does not succeed, Lafarge shall an option to have LVI Holding purchase the Lafarge Shares at their market value, established pursuant to the provisions set forth below, but subject to *. This option may be exercised for the first time during a six-month period starting on * of the incorporation of the Common Subsidiary. However, notwithstanding the preceding paragraph, the parties agree that if the CEO of Carmeuse has used his predominant vote as stipulated in Section 6.6, and to the extent that this predominant vote was cast following an impasse within the Board of Directors caused by the LVI Holding representatives, Lafarge may *. 11.3. The market value of the Lafarge Shares shall be determined, by mutual agreement between the parties, or should the parties fail to reach such an agreement, in accordance with the following procedure: - - each party shall appoint an expert to determine the market value of the Lafarge Shares; - - if the values determined by the experts differ by less than 10% in comparison to the lower value, than it will be assumed that the market value of the Lafarge Shares is the arithmetic average of the two values; - - if the values determined by the experts differ by more than 10% in comparison to the lower value, the experts shall appoint a third expert of international reputation, with no connection to the parties, whose mission will exclusively be to chose, between the two values already determined, that which he believes to be the closer to the market value of the Lafarge Shares; - - thus it will be assumed that the market value of the Lafarge Shares will be the value chosen by the third expert. 11.4. LVI Holding shall have a maximum of six months from the date on which the final price of the option is determined to obtain the financing required for the purchase of the Lafarge Shares. 12. Audits Following signature of the present Memorandum of Understanding and prior to the signature of any additional definitive agreements, a general audit of the Lime Activity of each of the companies party to the present Memorandum of Understanding shall be carried out in order for each party to have a more accurate and complete image of the other party's Lime Activity. In the event that the finds of these audits are negative, i.e., that they vary * from the evaluation referred to in Section 4.5., the parties may reconsider implementation of the present Memorandum of Understanding and rely on these audits as grounds for termination of the present Memorandum of Understanding. The audit shall take place *. 13. Confidentiality 13.1. The parties agree to consider and hold as strictly confidential all information that they have 9 provided to each other during the discussions that have occurred until now as well as the information that they will provide to each other when implementing the present Memorandum of Understanding, including such information that relates to the financial, accounting, legal and equity situation, the business operations, contracts, personnel and any other aspects relating to the business if the parties or their subsidiaries, whether disclosed orally or in writing or by any other means of communication (the "Confidential Information"). The parties also consider the signature of the present Memorandum of Understanding as confidential. 13.2. The Confidential Information does not include: - information that is considered as public knowledge to the extent that the disclosure of such information is not due to any breach by a party or to the latter's violating the present confidentiality clause; - information disclosed by a party which, when disclosed, was already known to the other party by non-confidential means; - information legally obtained from any person other than the persons known by the parties to be bound by an obligation not to disclose confidential information; - information obtained through investigations independently carried out by a party as long as the investigator(s) did not have access to the Confidential Information, and the results of these independently carried-out investigations are sustained by reliable and relevant documents. 13.3. Without prejudice to that which is permitted by the present confidentiality clause, the parties agree: - not to disclose nor authorize disclosure of any Confidential Information to any third party, in any manner whatsoever; - to use the Confidential Information solely for purposes of performing their contractual obligations set forth in the present Memorandum of Understanding; - not to disclose nor authorize disclosure of even the existence of their discussions within the framework of the present Memorandum of Understanding; 13.4. The parties are nevertheless authorized to disclose the Confidential Information to their directors, managers, employees, agents, representatives or counsel but only to the extent that such individuals are required to have access to such information because of their involvement in evaluating and utilizing the Confidential Information for purposes of implementing the present Memorandum of Understanding. Aside from those who, in light of their profession, are bound by an obligation not to disclose confidential information, the parties shall assure and guarantee that the persons referred to above agree to abide by the confidentiality clause set forth in the present section, as if they were party to this agreement 13.5. If a party is legally required to disclose all or part of the Confidential Information, it will immediately inform the other party, by facsimile transmission and registered mail, in order to enable the latter to take all necessary protective measures or waive its rights under the present confidentiality clause. In any event, if such protective measures are taken or if a party waives its 10 rights under the present confidentiality clause, the other party legally required to disclose the Confidential Information shall only disclose what would appear to be strictly required to be disclosed in light of its legal obligation. 13.6. The parties acknowledge that the Confidential Information disclosed by each party are its property. Therefore, should the present negotiations fail and end for whatever reason, each party agrees to deliver to the other, upon the latter's written request, the documents received containing Confidential Information, as well as immediately destroy, with written confirmation, all documents, spreadsheets, notes, reports and memoranda prepared based on the Confidential Information. Also the parties agree to delete definitively and completely all traces of contents of the documents mentioned above, which may have been included in a computer, a program (word processing or spreadsheet program or others) or preserved on any electronic or computer devise. 13.7. In the event that the present Memorandum of understanding is rendered void, as contemplated in Section 14.3. below, the obligations described in the present confidentiality clause shall remain effective and enforceable during a five-year term beginning as of the date on which the Protocol becomes void. 14. Additional Definitive Agreements 14.1 The present Memorandum of Understanding contains the parties' agreement on the essential elements of their agreement regarding the creation and operation of the Common Subsidiary. 14.2. The parties shall do their utmost to negotiate and execute as early as possible, and in any event before September 30, 1998, all of the additional definitive agreements required for carrying out all aspects of the present Memorandum of Understanding. 14.3. If, for extraordinary reasons, the agreements mentioned above are not executed within the above mentioned time frame, and that there are no reasonable possibilities for the agreements to be executed within the following three months, the parties agree to meet and decide how they will proceed. 15. Costs Without prejudice to any specific agreements to be entered into, the parties agree that all expenses (such as, for example, the cost for financial advice, legal counsel, the costs incurred for conducting audits, etc.) shall be borne by the party having incurred such expenses. The parties shall equally share the joint expenses. 16. Nature of the Memorandum of Understanding The present Memorandum of Understanding constitutes a binding and enforceable obligation. 17. Governing Law and Arbitration 17.1. The present Memorandum of Understanding shall be governed in its entirety by Belgian law. 17.2. Any dispute relating to the present Memorandum of Understanding shall be resolved pursuant to the Rules of Conciliation and Arbitration of the International Chamber of Commerce, by a panel of three arbitrator appointed in accordance with the above- mentioned Rules. The place of 11 arbitration shall be Paris and the language of arbitration shall be French. 18. Notification The present Memorandum of Understanding shall be deemed without effect in the event that the parties are unable to obtain any approvals of the Competition Authorities that may be required. Done in Paris, on June 3, 1998, in two originals, each party hereby acknowledging having received one signed original. LVI HOLDING N.V. /s/ Dominique COLLINET Chairman of the Board LAFARGE, S.A. /s/ Olivier LEGRAIN Deputy General Manager 12 Annex 1 * ___________ * Portions omitted pursuant to Rule 24b-2. -----END PRIVACY-ENHANCED MESSAGE-----