SC TO-C

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

LAFARGE NORTH AMERICA INC.

(Name of Subject Company (issuer))

EFALAR INC.
a wholly owned subsidiary of
LAFARGE S.A.

(Names of Filing Persons (Offerors))

COMMON STOCK, PAR VALUE $1.00 PER SHARE

(Title of Class of Securities)

505862-10-2

(CUSIP Number of Class of Securities)

Laurent Alpert
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
Telephone: (212) 225-2340

(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)

Calculation of Filing Fee

Transaction valuation*	Amount of filing fee
N/A	N/A

*Set forth the amount on which the filing fee is calculated and state how it was determined.

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:                    
Form or Registration No.:                    
Filing Party:                                        
Date Filed:                                        

þ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

þ going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

_{SEC2559 (6-05)} Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

TABLE OF CONTENTS

	Items 1-11.
	Item 12. Exhibits.
	Item 13. Information Required by Schedule 13E-3.
EX-99.A.1.I: PRESS RELEASE
EX-99.A.1.II:LETTER TO BOARD OF LAFARGE NORTH AMERICA INC.

Items 1-11.

N/A

Item 12. Exhibits.

Exhibit (a)(1)(i): Press Release Issued by Lafarge S.A. on February 6, 2006

Exhibit (a)(1)(ii): Letter, dated February 5, 2006, from Bruno Lafont to the Board of Directors of Lafarge North America Inc.

Item 13. Information Required by Schedule 13E-3.

N/A

1

EXHIBIT INDEX

Exhibit No.

Exhibit (a)(1)(i):     Press Release Issued by Lafarge S.A. on February 6, 2006

Exhibit (a)(1)(ii):     Letter, dated February 5, 2006, from Bruno Lafont to the Board of Directors of Lafarge North America Inc.

EX-99.A.1.I

EXHIBIT (a)(1)(i)

Press Release Issued by Lafarge S.A. on February 6, 2006

PRESS RELEASE

Euronext: LG, NYSE: LR Paris, February 6, 2006

Lafarge To Launch Cash Tender Offer
For The Outstanding 46.8% Minority Stake in Lafarge North America

Lafarge, the world leader in building materials, and owner of a 53.2% stake in Lafarge North America (NYSE & TSX: LAF), today announced its intention to launch a cash tender offer (the “Offer”) for the remaining 46.8% minority stake it does not own. Lafarge intends to offer Lafarge North America shareholders US$75 in cash for each Lafarge North America share they hold, representing a 16.7% premium over Lafarge North America’s closing stock price on February 3, 2006, and a 31.0% premium over Lafarge North America’s average closing stock price over the past three months. Based on the 35.3 million minority-owned shares and on outstanding options, the Offer represents a total transaction value of US$3.0 billion.

The contemplated transaction, which Lafarge will fund entirely through debt, is expected to be immediately accretive to Lafarge earnings per share.

Bruno Lafont, who became Chief Executive Officer of Lafarge on January 1, 2006, said:
“Lafarge’s offer to acquire the minority shares of Lafarge North America represents a unique opportunity for Lafarge North America shareholders to realize the value of their shares at a significant premium to Lafarge North America’s current and recent stock price. The successful completion of our tender offer will also benefit Lafarge and its shareholders.

“This transaction makes strategic sense for Lafarge, because it will enable us to pursue business and growth opportunities in North America even more effectively. It makes operational sense, because it will streamline and accelerate decision-making, free of the complexity of operating through a partially owned, publicly traded subsidiary. And it makes financial sense, because it will enable us to improve the use of free cash flow at Group level and should be immediately accretive to our earnings per share.

“In short, this is a ‘win-win’ transaction for the shareholders, the customers and the employees of both companies,” Bruno Lafont said.

The Offer will be made directly to the shareholders of Lafarge North America, and Lafarge intends to commence the contemplated tender offer within two weeks. As part of the transaction, Lafarge will also offer to purchase all outstanding exchangeable preference shares of Lafarge Canada, a subsidiary of Lafarge North America.

The Offer will be conditioned upon, among other things, the tender of a majority of the shares not held by Lafarge and its affiliates and the ownership by Lafarge of at least 90% of the outstanding shares. Any common shares not acquired in the tender offer are expected to be acquired in a subsequent merger at the same price as the tender offer.

JP Morgan and BNP Paribas are acting as joint financial advisors and dealer managers and Cleary Gottlieb Steen & Hamilton LLP is acting as legal advisor to Lafarge in connection with the tender offer.

Page 1/3

Neither Lafarge nor any of its affiliates has commenced the tender offer to which this communication relates. Shareholders of Lafarge North America are advised to read the Tender Offer Statement on Schedule TO, the Offer to Purchase and any other documents relating to the tender offer that are filed with the SEC when they become available, because they will contain important information. Shareholders of Lafarge North America may obtain copies of these documents for free, when available, at the SEC’s website at www.sec.gov or by calling Innisfree M&A Incorporated, the Information Agent for the Offer, at 1-888-750-5834.

Notes to Editors:
Lafarge, the world leader in building materials, holds top-ranking positions in all four of its divisions: Cement, Aggregates & Concrete, Roofing and Gypsum. Lafarge employs 77,000 people in 75 countries and posted sales of €14.4 billion in 2004. Additional information is available on the web site at www.lafarge.com.

Lafarge North America is one of the largest publicly traded construction materials providers in North America. Lafarge North America today is a 53.2%-owned subsidiary of Lafarge. The company has been listed on the New York Stock Exchange since 1983 and is also listed on the Toronto Stock Exchange.

Conference Call
An analyst conference call will be held on February 6, 2006 at 14:00 French time, in English
(13:00 UK time; 08:00AM EDT in North America)
A slide presentation will be available from 12:00 French time on the Lafarge website
(www.lafarge.com)

If you wish to participate in the conference call, please dial:
From France: 0805 11 13 39
From UK toll free (UK only): 0800 073 89 89
From UK dial in local number: +44 (0) 1452 542 300
From USA toll free (US only): 1 866 220 14 52
Conference call name: “Lafarge”

COMMUNICATIONS:	INVESTOR RELATIONS:
Stéphanie Tessier	Yvon Brind’Amour
33-1 44-34-92-32	33-1 44-34-92-93
stephanie.tessier@Lafarge.com	yvon.brindamour@Lafarge.com
Louisa Pearce-Smith / Lucy Wadge	Danièle Daouphars
33-1 44-34-58-30	33-1 44-34-92-93
	daniele.daouphars@Lafarge.com

Page 2/3

Statements made in this press release that are not historical facts, including the expected immediacy of earnings accretion, the improved use of free cash flow and increased flexibility and efficiency in implementing its North American strategy, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions (“Factors”), which are difficult to predict. Some of the Factors that could cause actual results to differ materially from those expressed in the forward-looking statements include, but are not limited to: whether the conditions of the tender offer will be satisfied; the cyclical nature of the Company’s business; national and regional economic conditions in the countries in which the Company does business; currency fluctuations; seasonal nature of the Company’s operations; levels of construction spending in major markets and, in particular, in North America; supply/demand structure of the industry; competition from new or existing competitors; unfavorable weather conditions during peak construction periods; changes in and implementation of environmental and other governmental regulations; our ability to successfully identify, complete and efficiently integrate acquisitions; our ability to successfully penetrate new markets; and other Factors disclosed in the Company’s public filings with the French Autorité des Marchés Financiers and the US Securities and Exchange Commission including the Company’s Reference Document and Annual Report on Form 20-F. In general, the Company is subject to the risks and uncertainties of the construction industry and of doing business throughout the world. The forward-looking statements are made as of this date and the Company undertakes no obligation to update them, whether as a result of new information, future events or otherwise.

Page 3/3

EX-99.A.1.II

EXHIBIT (a)(1)(ii)

Letter, dated February 5, 2006, from Bruno Lafont to the Board of Directors of
Lafarge North America Inc.

February 5, 2006

Board of Directors
Lafarge North America Inc.
12950 Worldgate Dr., Suite 500
Herndon, Virginia 20170
Attention: Mr. Marshall A. Cohen
Mr. Philippe R. Rollier

Ladies and Gentlemen:

     Lafarge S.A. (“Lafarge”) is pleased to advise you that it intends to commence a tender offer for all of the outstanding shares of common stock of Lafarge North America Inc. (“LNA” or the “Company”) not owned by Lafarge, at a purchase price of $75 per share in cash. This represents a premium of approximately 16.7% over the closing price on February 3, 2006 and 31.0% over the average closing price during the past three months. In our view, this represents a fair price to LNA’s shareholders and this transaction will be mutually beneficial to LNA’s shareholders and Lafarge. We also intend to commence a tender offer for all of the exchangeable preference shares of Lafarge Canada not owned by Lafarge at the same offer price.

     The tender offer will be conditioned upon, among other things, the tender of a majority of the shares of LNA not owned by Lafarge and its affiliates and ownership by Lafarge of at least 90% of the outstanding shares of LNA, in each case taking into account both the common shares and exchangeable preference shares together as a group. We expect that any common shares not acquired in the tender offer will be acquired in a subsequent “short form” merger at the same price per share offered in the tender offer. We have entered into a credit agreement with JPMorgan and BNP Paribas that, together with our existing credit facilities, will enable us to complete the transaction.

     We believe that Lafarge’s offer to acquire the minority shares of LNA represents a unique opportunity for LNA shareholders to realize the value of their shares at a significant premium to LNA’s current and recent stock price. We also believe that the successful completion of the tender offer will benefit Lafarge itself. In short, we believe that this transaction is a “win-win” situation for the shareholders, as well as the customers and employees, of both companies.

     As the longtime majority stockholder of LNA, we wish to acknowledge your dedicated efforts as board members and management of the Company and to express our appreciation for the significant contribution that the board members and management of LNA have made to the success of the Company over the past several years.

61, rue des Belles Feuilies B.P. 40 75782 Paris cedex 16 France
Telephone : 33.1 44 34 12 99 Telecopie : 33.1 44 34 19 90
S.A. au capital de 702 304 324 €542 105 572 RCS Paris

     Please note that, as evidenced by our long history with LNA, Lafarge is not interested in selling its shares of the Company.

     We intend to commence our tender offer within two weeks. Lafarge expects that the Company’s board of directors will form a special committee consisting of independent directors to consider Lafarge’s proposal and to make a recommendation to the Company’s shareholders with respect to our proposal. In addition, Lafarge will encourage the special committee to retain its own legal and financial advisors to assist in its review of our proposal and the development of its recommendation. We are hopeful that, by proceeding with a tender offer, the Company’s shareholders will be able to receive payment for their shares earlier than would otherwise be the case if we sought to negotiate a merger agreement.

     A copy of the press releases announcing the tender offer is attached for your information. We expect to make these releases public prior to the opening of the New York Stock Exchange on February 6, 2006.

Very truly yours,
 

 

Bruno Lafont