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0000950133-06-001397.txt : 20060322 0000950133-06-001397.hdr.sgml : 20060322 20060322132951 ACCESSION NUMBER: 0000950133-06-001397 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060322 DATE AS OF CHANGE: 20060322 GROUP MEMBERS: JUDITH S. TANENBAUM GROUP MEMBERS: KILMER LCW LIMITED GROUP MEMBERS: LAWRENCE M. TANENBAUM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LAFARGE NORTH AMERICA INC CENTRAL INDEX KEY: 0000716783 STANDARD INDUSTRIAL CLASSIFICATION: CEMENT, HYDRAULIC [3241] IRS NUMBER: 581290226 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34692 FILM NUMBER: 06703151 BUSINESS ADDRESS: STREET 1: 12950 WORLDGATE DR. SUITE 500 CITY: HERNDON STATE: VA ZIP: 20170 BUSINESS PHONE: 7034803600 MAIL ADDRESS: STREET 1: 12950 WORLDGATE DR. SUITE 500 CITY: HERNDON STATE: VA ZIP: 20170 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kilmer Van Nostrand Co. LTD CENTRAL INDEX KEY: 0001353868 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 40 KING ST. WEST STREET 2: SUITE 2700 CITY: TORONTO STATE: A6 ZIP: M5H 3Y2 BUSINESS PHONE: (416) 635-6100 MAIL ADDRESS: STREET 1: 40 KING ST. WEST STREET 2: SUITE 2700 CITY: TORONTO STATE: A6 ZIP: M5H 3Y2 SC 13D/A 1 w18861sc13dza.htm SCHEDULE 13D/A sc13dza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

Lafarge North America Inc.

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

505862-10-2

(CUSIP Number)

Michael Griffiths
Kilmer Van Nostrand Co. Limited
40 King Street West
Suite 2700
Ontario, Canada M5H 3Y2
(416) 635-6100

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

March 16, 2006

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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.

NAMES OF REPORTING PERSONS:

Kilmer Van Nostrand Co. Limited

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

98-0040359

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

SC, OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Ontario

SOLE VOTING POWER:

NUMBER OF

4,400,000*

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

4,400,000*

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

4,400,000*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

5.8%**

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

* Consists of 4,400,000 shares of Common Stock (the “Warrant Shares”) underlying a warrant (the “Warrant”) that became exercisable on December 29, 2005. Pursuant to Rule 13d-3, Determination of Beneficial Ownership, this number represents the maximum number of shares of Common Stock the Reporting Person could acquire assuming exercise in full of the Warrant (as defined herein below) (see Item 4 below).

** Represents the percentage obtained by dividing (i) the number of shares of Common Stock underlying the Warrant by (ii) the sum of (a) the number of shares of Common Stock outstanding as of October 31, 2005 as reported in the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 7, 2005 and (b) the number of Warrant Shares. (see footnote * above)

NAMES OF REPORTING PERSONS:

Kilmer LCW Limited

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

SC, OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Ontario

SOLE VOTING POWER:

NUMBER OF

4,400,000*

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

4,400,000*

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

4,400,000*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

5.8%**

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

NAMES OF REPORTING PERSONS:

Lawrence M. Tanenbaum

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

SC, OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Canada

SOLE VOTING POWER:

NUMBER OF

4,400,000*

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

4,400,000*

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

4,400,000*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

5.8%**;

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

NAMES OF REPORTING PERSONS:

Judith S. Tanenbaum

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

SC, OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Canada

SOLE VOTING POWER:

NUMBER OF

4,400,000*

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

4,400,000*

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

4,400,000*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

5.8%**

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

Explanatory Note: The Reporting Persons are filing this amendment No. 1 to their Schedule 13D to disclose an amendment to the Warrant, as defined below, filed as an exhibit hereto. This amendment No. 1 reflects no changes in the previously reported holdings of the Reporting Persons.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended to add the following:

As previously disclosed, on December 29, 2000, Lafarge North America Inc. (“Lafarge”) issued to Kilmer Van Nostrand Co. Limited (“Kilmer”), for a purchase price of Cdn$21,647,000, a warrant to purchase 4,400,000 shares of common stock, par value $1.00 per share, of Lafarge (the “Common Stock”) for an exercise price of US$29 per share over a period from December 29, 2005 to December 29, 2015 (the “Warrant”). Unless otherwise specified, capitalized terms used herein have the meaning assigned to them in the Warrant.

Also as previously disclosed, on February 21, 2006, Lafarge S.A., the parent company of Lafarge, commenced a tender offer (the “Tender Offer”) for the shares of Common Stock it does not already own through its wholly-owned subsidiary Efalar Inc.

On March 16, 2006, Kilmer and Lafarge executed an agreement to amend the Warrant (the “Amendment”) to permit Kilmer to effect a conditional exercise of the Warrant in connection with the Tender Offer. The Amendment provides that, in the event of a tender offer for the Common Stock or other transaction requiring the tender or surrender of the Common Stock in order to participate (an “Offer”), Kilmer may exercise the Warrant without regard to the 30 day notice period otherwise applicable to the Notice of Exercise for the Warrant at any time prior to the acceptance of shares of Common Stock for payment pursuant to the Offer (the “Acceptance”). However, if (i) an Offer expires without an Acceptance of the shares of Common Stock tendered in connection with the Notice of Exercise, or (ii) Kilmer revokes the Notice of Exercise at least two New York Stock Exchange trading days before Acceptance, the Notice of Exercise will be null and void and the Warrant will remain outstanding and unexercised by Kilmer.

The above summary does not purport to be a complete description of the terms and conditions of the Amendment and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 3.1 hereto.

Item 7. Material to be Filed as Exhibits

Item 7 is hereby amended to add the following:


Exhibit 3.1.		Agreement dated March 16, 2006, between Lafarge North America Inc. and Kilmer Van Nostrand Co., Limited

SIGNATURES

After reasonable 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.


		KILMER VAN NOSTRAND CO. LIMITED

Date:	March 16, 2006		/s/ Lawrence M. Tanenbaum

			Name:	Lawrence M. Tanenbaum
			Title:	Chairman and Chief
				Executive Officer

		KILMER LCW LIMITED

Date:	March 16, 2006		/s/ Lawrence M. Tanenbaum

			Name:	Lawrence M. Tanenbaum
			Title:	President

		LAWRENCE M. TANENBAUM

Date:	March 16, 2006		/s/ Lawrence M. Tanenbaum

			Name:	Lawrence M. Tanenbaum

		JUDITH S. TANENBAUM

Date:	March 16, 2006		/s/ Judith S. Tanenbaum

			Name:	Judith S. Tanenbaum

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

EX-3.1 2 w18861exv3w1.htm EXHIBIT 3.1 exv3w1

EXHIBIT 3.1

AGREEMENT

This Agreement dated March 16, 2006, between Lafarge North America Inc., a Maryland corporation (“Lafarge N.A.”) formerly known as Lafarge Corporation, Kilmer Van Nostrand Co. Limited, an Ontario corporation (“Kilmer”) and Kilmer LCW Limited, an Ontario subsidiary corporation of Kilmer (“LCW”):

WHEREAS, on December 29, 2000, Lafarge N.A. issued a certain Warrant to Purchase Lafarge Corporation Common Stock in favor of Kilmer, pursuant to which, subject to the terms and conditions set forth therein, the Holder of the warrant from December 29, 2005 through December 29, 2015 is entitled to receive 4,400,000 shares of the Common Stock of Lafarge N.A., upon the proper exercise of the warrant, including payment of the exercise price of U.S. $29.00 per share (the “Warrant”);

WHEREAS, Kilmer transferred the Warrant to LCW as of August 22, 2001;

WHEREAS, on February 21, 2006, Lafarge S.A., a société anonyme organized under the laws of France, and the majority stockholder of Lafarge N.A., commenced a tender offer through its wholly-owned subsidiary Efalar Inc., a Delaware corporation, for the shares of Common Stock of Lafarge N.A. that it does not already own (the “Tender Offer”);

WHEREAS, Kilmer and LCW have requested and Lafarge N.A. deems it advisable and has agreed to amend the terms of the Warrant to abridge the warrant exercise notice period provided in the Warrant in order to permit the Holder, should the Holder deem it appropriate in its absolute discretion, to effect a conditional tender to the Tender Offer, as it may be amended, or to any other tender offer or other transaction involving the Common Stock of Lafarge N.A. that may hereafter be implemented by any person, and Kilmer and LCW have agreed to waive the notice of any going private transaction or change of control transaction required, to the extent applicable, by the last paragraph of Section 1.1 of the Warrant in respect of the Tender Offer.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, Lafarge N.A., Kilmer and LCW agree as follows:

1. Section 3.2 of the Warrant is hereby amended inserting “(a)” prior to the first full sentence thereof and by adding new subsections (b), (c) and (d) as follows:

(b) At the option of the Holder and without limitation to the Holder’s ability to exercise the Warrant in accordance with Section 3.2(a), notwithstanding Section 3.2(a), in the event of a tender offer for Common Stock of the Company or other transaction requiring the tender or surrender of Common Stock in order to participate (an “Offer”), the Holder may exercise the Warrant without regard to the thirty (30) day notice period applicable to the Notice of Exercise provided in Section 3.2(a) at any time prior to the acceptance of shares of Common Stock for payment pursuant to the Offer (the “Acceptance”). The Exercise Notice delivered as provided in this Section 3.2(b) shall be in the form attached as Attachment B hereto. Such Notice of Exercise shall be revocable by the Holder at any time prior to the Acceptance.

(c) In the event that the Holder exercises the Warrant in accordance with Section 3.2(b), notwithstanding Section 3.3, the Company shall instruct and use its best efforts to cause its transfer agent to issue and deliver to the Person or Persons entitled to receive the same a certificate or certificates for the number of shares of Common Stock issuable upon such exercise such that the Holder may tender in accordance with the requirements of the Offer.

(d) In the event that (i) an Offer expires without an Acceptance of the shares tendered in connection with the Exercise Notice or (ii) the Notice of Exercise delivered pursuant to Section 3.2(b) is revoked no later than two New York Stock Exchange trading days prior to an Acceptance, such Notice of Exercise shall be null and void and without any further effect and this Warrant shall continue to be outstanding and unexercised by the Holder thereof and no exercise price shall have been due in respect thereof (and any advance payment of exercise price shall be returned to the Holder).

2. Kilmer and LCW hereby waive the requirement that the Holder receive prior notice as specified in the last paragraph of Section 1.1 of the Warrant in respect of the Tender Offer to the extent applicable.

3. Except as provided herein, the terms and conditions of the Warrant have not been amended, modified or waived and remain in full force and effect. Initially capitalized terms used herein without definition shall have the same definitions assigned to them in the Warrant.

[Signature page follows]

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be executed and delivered by a duly authorized person on the date first written above.


	LAFARGE NORTH AMERICA INC.
	By:
		Name:
		Title:

	KILMER VAN NOSTRAND CO. LIMITED
	By:
		Name:
		Title:

	KILMER LCW LIMITED
	By:
		Name:
		Title:

ATTACHMENT B

CONDITIONAL NOTICE OF EXERCISE

To: LAFARGE NORTH AMERICA INC. (the “Company”)

The undersigned hereby elects to exercise the right to purchase set forth within and represented by the Warrant attached hereto shares of Common Stock of the Company as provided for therein, which exercise is to be effective as of the date that, pursuant to the offer made by [name of offeror] for Common Stock of the Company pursuant to [title of document implementing the Offer] (the “Offer”), such shares of Common Stock have been accepted for payment (the “Acceptance”, and the date thereof, the “Exercise Date”) and agrees to tender no later than the first business day immediately following such Exercise Date (unless the Acceptance occurs prior to 11:00 a.m. Maryland time, in which case such purchase price shall be paid on such Exercise Date) payment of the full purchase price for such shares in the form of a wire transfer in immediately available funds, or by such other means as may be agreed by the Company and the Holder, in the aggregate amount of $ U.S. Dollars. If said number of shares shall not be all the shares purchasable under the within Warrant, a new Warrant Certificate is to be issued in the name of said undersigned for the balance remaining of the shares purchasable thereunder less any fraction of a share paid in cash. Please issue a certificate or certificates for such shares of Common Stock in the name of, and pay any cash for any fractional share to .

In the event that the Offer expires without an Acceptance, this Notice of Exercise shall be null and void and without any further effect and the Warrant attached hereto shall continue to be outstanding and unexercised by the Holder thereof.

This Conditional Notice of Exercise shall be revocable by the Holder by notice in writing to the Company (including by facsimile transmission) addressed to its General Counsel at any time prior to two New York Stock Exchange trading days prior to an acceptance of shares of Common Stock for payment pursuant to the Offer.

The undersigned certifies that he/she is not a U.S. person and the warrant being exercised hereby is not being exercised on behalf of a U.S. person as such term is defined within Regulation 902(k) promulgated under the Securities Act of 1933, as amended.

Dated: , 20