SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): November 16, 1998
VULCAN MATERIALS COMPANY
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction of incorporation)
1-4033 63-0366371
(Commission File Number) (I.R.S. Employer Identification Number)
One Metroplex Drive, Birmingham, Alabama
(Address of principal executive offices)
Registrant's telephone number, including area code (205) 877-3000
Item 5. Other Events
On November 16, 1998, Vulcan Materials Company issued the
following press release:
VULCAN MATERIALS COMPANY TO ACQUIRE CALMAT COMPANY FOR
$31 PER SHARE
Creates Largest Coast-to-Coast Producer of Quality Construction Materials
BIRMINGHAM, ALA and LOS ANGELES (NOVEMBER 16, 1998) - Vulcan Materials
Company [NYSE: VMC] and CalMat Company [NYSE: CZM] today announced they have
entered into a definitive merger agreement providing for the acquisition of
all of the shares of CalMat by Vulcan Materials at a per-share price of $31
in cash. The transaction has a total equity value of $760 million, and
Vulcan Materials will assume approximately $130 million in CalMat debt for a
total transaction value of $890 million.
This combination further solidifies Vulcan Materials' position as the
nation's largest producer of construction aggregates, serving 21 western,
midwestern, southwestern and southern states from
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Virginia to California. The combined company, which will also be one of the
nation's largest producers of asphalt mix for highway construction, will have
1998 estimated sales of $2.3 billion and 8,700 employees.
Under the terms of the agreement, a tender offer will be commenced this week
to purchase all outstanding shares of CalMat for $31 per share in cash. The
tender offer is expected to expire on January 1, 1999, with anticipated
closing on January 4, 1999. The Boards of Directors of Vulcan Materials and
CalMat have approved the agreement, and CalMat's board has voted unanimously
to recommend that all CalMat shareholders tender their shares. The
transaction is expected to be neutral to Vulcan's 1999 earnings per share,
and to be accretive to earnings per share in 2000. The transaction is not
conditioned upon financing. Under the terms of the definitive agreement,
CalMat has agreed not to pay its regular quarterly dividend of $.10 a share
for the fourth quarter of 1998.
Donald M. James, Vulcan Materials chairman and chief executive officer, said,
"This combination creates a premier, fast-growing construction materials
company with strong positions throughout the Sunbelt, midwest and west. Our
combined geographic diversity and strong capital base will position us for
better growth than Vulcan Materials and CalMat could achieve as separate
companies, while strengthening our ability to withstand economic
uncertainty. The strategic fit of Vulcan and CalMat has been recognized by
both companies' managements for over a decade. We are pleased that Vulcan's
strong balance sheet makes this transaction possible at a time when Vulcan's
interest rates are extremely favorable and the outlook for our industry and
our markets is bright. In addition to the excellent strategic fit, we
believe that Vulcan Materials and CalMat should benefit through the exchange
of best practices in operations, procurement, product quality, and customer
service. CalMat, as a subsidiary of Vulcan Materials, will continue to be
headquartered in Los Angeles."
A. Frederick Gerstell, CalMat's chairman and chief executive officer, said,
"CalMat's roots in California go back more than a century, and we are proud
of what we have accomplished. As we look to the future, it is clear to us
that this strategic alliance will enhance our leadership role in the future
of the west. We are delighted to join with Vulcan Materials, which has
fulfilled a similar historic leadership role in the eastern half of the
United States. Together, we are positioned for continued growth as we enter
the next century."
"This transaction delivers an attractive price to CalMat's shareholders, and
provides our customers the assurance of reliable supplies of the
highest-quality products and services well into the future," Mr. Gerstell
continued. "This transaction provides our employees with greater
opportunities to grow along with our combined company. We believe that, as a
result, our communities, customers and employees will benefit. We look
forward to a productive partnership with Vulcan Materials."
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Donald M. James, chairman and chief executive officer of Vulcan Materials,
will continue as chairman and chief executive officer of the combined
company. A. Frederick Gerstell, chairman and chief executive officer of
CalMat, will become vice chairman and a director of Vulcan Materials. Mr.
James said, "We are extremely pleased that Fred will be joining our company.
Fred is a leader in the construction materials industry, and his background
and experience will be invaluable in helping to guide the combined company."
Goldman, Sachs & Co. acted as financial advisor to Vulcan Materials Company.
Credit Suisse First Boston Corporation acted as financial advisor to CalMat
Company.
Vulcan Materials Company is the largest producer of construction aggregates
in the United States and is recognized as one of the nation's leading
producers of chemicals.
CalMat Company is one of the largest U.S. producers of construction
aggregates and asphalt mix for highway construction.
This release contains forward-looking statements based on current
expectations that involve risk and uncertainties including, but not limited
to, national and regional economic conditions, adverse weather conditions in
the companies' markets, levels of construction spending in the companies'
major markets, unexpected operational difficulties and other risks as
described in the companies' annual reports on Form 10-K and quarterly reports
on Form 10-Q filed with the Securities and Exchange Commission. Although the
companies believe that the expectations reflected in such forward-looking
statements, are based upon reasonable assumptions, they can give no assurance
that its expectations will be achieved. Actual results and events may differ
materially from what is expressed or forecasted in such forward-looking
statements.
Note to Editors: Today's news release, along with other news about Vulcan
Materials Company and CalMat Company, is available on the Internet at
http//www calmat.com and http://www.vulcanmat.com.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VULCAN MATERIALS COMPANY
/s/ William F. Denson, III
William F. Denson, III
Senior Vice President, Law and Secretary
Date: November 16, 1998
