<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Vulcan Materials Corporation
(Name of Issuer)
Common Stock, $1.00 par value per share
(Title of Class of Securities)
92916010
(CUSIP Number)
Gerald Ratner
Gould & Ratner
222 North LaSalle Street, Suite 800
Chicago, Illinois 60601
312-236-3003
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 13, 1998
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with this statement [_].
The information required in the remainder of this cover page (the pages numbered
2-12 herein) 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.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 92916010 PAGE 2 OF 13 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Longview Management Group, LLC
I.R.S. Identification No.: 36-4245844
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
7,207,551
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
7,207,551
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,207,551
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IA
- ------------------------------------------------------------------------------
*SEE ITEM 5 OF TEXT BELOW.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 92916010 PAGE 3 OF 13 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles H. Goodman
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
7,207,551
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
7,207,551
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,207,551
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 92916010 PAGE 4 OF 13 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James S. Crown
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
7,098,519
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
7,098,519
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,098,519
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 92916010 PAGE 5 OF 13 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
A. Steven Crown
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
7,098,519
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
7,098,519
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,098,519
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 92916010 PAGE 6 OF 13 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William H. Crown
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
7,098,519
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
7,098,519
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,098,519
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 92916010 PAGE 7 OF 13 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Geoffrey F. Grossman
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
7,207,551
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
7,207,551
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,207,551
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
<PAGE>
The Reporting Persons (as defined below) listed on the cover page to this
Schedule 13D hereby make the following Statement pursuant to Section 13(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and
regulations promulgated thereunder. This Statement is an amendment and
restatement of the Schedule 13D filed on December 10, 1986 (the "Original
Schedule 13D").
The number of shares of the Issuer reported herein has been adjusted to
reflect the issuance by the Issuer of a 4-for-1 stock split on March 13, 1989
and a 3-for-1 stock split on March 10, 1999.
ITEM 1. SECURITY AND ISSUER
-------------------
The class of equity securities to which this Statement relates is the
common stock, $1.00 par value per share (the "Common Stock"), of Vulcan
Materials Company, a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at One Metroplex Drive, Birmingham,
AL 35242.
ITEM 2. IDENTITY AND BACKGROUND
-----------------------
This statement is being filed on behalf of (i) Longview Management Group,
LLC ("Longview"); (ii) Charles H. Goodman ("Mr. Goodman"), (iii) James S. Crown
("Mr. J. Crown"), (iv) A. Steven Crown ("Mr. A. Crown"), (v) Mr. William H.
Crown ("Mr. W. Crown"), and (vi) Geoffrey F. Grossman, not individually but
solely as Trustee of The Edward Trust ("Mr. Grossman" and, together with
Longview, Mr. Goodman, Mr. J. Crown, Mr. A. Crown and Mr. W. Crown, the
"Reporting Persons").
Longview is engaged primarily in the investment advisory business. The
principal place of business and principal offices of Longview are located at 222
N. LaSalle Street, Suite 2000, Chicago, Illinois 60601. Longview manages
investment accounts for clients which include Mr. Goodman and affiliated and
associated persons and entities. Certain clients of Longview hold shares of
Common Stock. Longview has voting and dispositive power over the Common Stock
held in these accounts and, accordingly, is deemed to be the beneficial owner
for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), of the Common Stock in such accounts. Except for such deemed
beneficial ownership, or as otherwise described in this statement, Longview does
not own any Common Stock or other securities of the Issuer.
With respect to the other Reporting Persons, Mr. Goodman is the President
of Longview and a Vice President of Henry Crown & Company, diversified
investments ("HCC"); Mr. J. Crown is a Vice President of HCC and a director of
the Arie & Ida Crown Memorial; Mr. A. Crown is a Vice President of HCC and a
director of the Arie & Ida Crown Memorial; Mr. W. Crown is a Vice President of
HCC, President and Chief Executive Officer of CC Industries, Inc., a holding
company, and a director of the Arie & Ida Crown Memorial; and Mr. Grossman is a
Partner of D'Ancona & Pflaum, a Chicago, Illinois law firm.
8
<PAGE>
The address of each Reporting Person, other than Mr. Grossman, is 222 N.
LaSalle Street, Suite 2000, Chicago, Illinois 60601. Mr. Grossman's address is
30 North LaSalle Street, Suite 2900, Chicago, IL 60602.
Appendix A attached to this Statement and incorporated by reference herein
sets forth with respect to each executive officer of Longview, other than
certain of the Reporting Persons listed above, his: (a) name; (b) business
address; (c) present principal occupation or employment and the name, principal
business, and address of any corporation or other organization in which such
employment is conducted; and (d) citizenship.
During the last five years, none of the Reporting Persons nor any executive
officer or director of Longview has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors). During the last five
years, none of the Reporting Persons nor any executive officer or director of
Longview has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction which resulted in a judgment, decree or final
order (i) enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or (ii) finding a violation with
respect to such laws.
Each natural person listed as Reporting Persons is a citizen of the United
States of America. Longview is a limited liability company formed under the
laws of the State of Delaware.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
-------------------------------------------------
The securities of the Issuer were acquired by or on behalf of members of
the family of Reporting Persons (ii) through (v), including partnerships
established by those persons and/or for their benefit and other entities
controlled by them (the "Reporting Person Family Members and Entities"). The
securities have been held by the Reporting Person Family Members and Entities
for a number of years. No single Reporting Person Family Member or Entity owns
more than 5% of the outstanding shares of Common Stock of the Issuer.
The Reporting Person Family Members and Entities have, from time to time,
borrowed from brokers through margin accounts at prevailing interest rates, upon
customary terms and conditions, including the pledge of the acquired securities.
These borrowings have generally related to all securities owned by such persons
eligible for margin.
ITEM 4. PURPOSE OF TRANSACTION
----------------------
As of October 13, 1998, Longview entered into investment advisory
agreements pursuant to which it agreed to provide investment advisory services
to certain individuals and entities beneficially owning all of the shares of
Common Stock of the Issuer reported by Longview hereunder, including the
Reporting Person Family Members and Entities. Mr. Goodman is the President of
Longview and serves as its chief executive officer. Mr. Grossman, not
individually but solely as Trustee of The Edward Trust, is the sole equity owner
of Longview. The securities reported hereunder were acquired and are held by
the Reporting Person Family Members and Entities for investment purposes. The
Reporting Person Family Members and Entities have no
9
<PAGE>
present plans to acquire additional securities of the Issuer, or dispose of
securities of the Issuer. Depending on market conditions and other factors that
the Reporting Persons and the Reporting Person Family Members and Entities may
deem material to their investment decision, the Reporting Persons may purchase
additional shares of Common Stock in the open market or in private transactions.
Depending on these same factors, the Reporting Persons and the Reporting Person
Family Members and Entities may sell all or a portion of the shares of Common
Stock beneficially owned by such persons in the open market or in private
transactions. None of the Reporting Persons or, to their knowledge, any other
person named in Item 2 above, has any plans or proposals which relate to or
would result in any of the events or transactions described in Item 4(a) - (j)
of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
(a) - (b) (i) By virtue of its management of client accounts, including
accounts held for the benefit of certain of the Reporting Persons and Reporting
Person Family Members and Entities, as of April 30, 1999 Longview may be deemed
to beneficially own 7,207,551 shares of Common Stock, representing approximately
7.1% of the outstanding shares of Common Stock, calculated in accordance with
Rule 13d-3 under the Exchange Act (based on 100,874,704 shares of Common Stock
issued and outstanding as of April 30, 1999 as reported by the Issuer in its
Quarterly Report on Form 10-Q for the quarter ended March 31, 1999). Longview
shares the power to vote and dispose of the 7,207,551 shares of Common Stock
which it may be deemed to beneficially own.
(ii) Mr. Goodman may be deemed to beneficially own an aggregate of
7,207,551 shares of Common Stock as of April 30, 1999, representing in the
aggregate approximately 7.1% of the outstanding shares of Common Stock as of
such date, calculated in accordance with Rule 13d-3 under the Exchange Act, by
virtue of his status as President of Longview. Mr. Goodman shares the power to
vote and dispose of the 7,207,551 shares of Common Stock which he may be deemed
to beneficially own. Mr. Goodman and his wife are general partners and/or
limited partners of certain partnerships that own shares of Common Stock that
are managed by Longview, all of which shares are reported hereunder as being
beneficially owned by Longview and Mr. Goodman. Mr. Goodman disclaims
beneficial ownership of the shares of Common Stock reported hereunder in excess
of his pecuniary interest in such shares.
(iii) Mr. J. Crown may be deemed to beneficially own an aggregate of
7,098,519 shares of Common Stock on April 30, 1999, representing approximately
7.0% of the outstanding shares of Common Stock as of such date, calculated in
accordance with Rule 13d-3 under the Exchange Act, by virtue of his status as a
general partner and/or limited partner of certain partnerships that own shares
of Common Stock that are managed by Longview. Mr. J. Crown shares the power to
vote and dispose of the 7,098,519 shares of Common Stock which he may be deemed
to beneficially own. Mr. J. Crown disclaims beneficial ownership of the shares
of Common Stock reported hereunder in excess of his pecuniary interest in such
shares.
(iv) Mr. A. Crown may be deemed to beneficially own an aggregate of
7,098,519 shares of Common Stock on April 30, 1999, representing approximately
7.0% of the outstanding shares
10
<PAGE>
of Common Stock as of such date, calculated in accordance with Rule 13d-3 under
the Exchange Act, by virtue of his status as a general partner and/or limited
partner of certain partnerships that own shares of Common Stock that are managed
by Longview. Mr. A. Crown shares the power to vote and dispose of the 7,098,519
shares of Common Stock which he may be deemed to beneficially own. Mr. A. Crown
disclaims beneficial ownership of the shares of Common Stock reported hereunder
in excess of his pecuniary interest in such shares.
(v) Mr. W. Crown may be deemed to beneficially own an aggregate of
7,098,519 shares of Common Stock on April 30, 1999, representing approximately
7.0% of the outstanding shares of Common Stock as of such date, calculated in
accordance with Rule 13d-3 under the Exchange Act, by virtue of his status as a
general partner and/or limited partner of certain partnerships that own shares
of Common Stock that are managed by Longview. Mr. W. Crown shares the power to
vote and dispose of the 7,098,519 shares of Common Stock which he may be deemed
to beneficially own. Mr. W. Crown disclaims beneficial ownership of the shares
of Common Stock reported hereunder in excess of his pecuniary interest in such
shares.
(vi) Geoffrey F. Grossman, not individually but solely as Trustee of The
Edward Trust, may be deemed to beneficially own 7,207,551 shares of Common Stock
on April 30, 1999, representing approximately 7.1% of the outstanding shares of
Common Stock as of such date, calculated in accordance with Rule 13d-3 under the
Exchange Act, by virtue of his status as Trustee of The Edward Trust, the sole
equity owner of Longview. Mr. Grossman, not individually but as Trustee of The
Edward Trust, shares the power to vote and dispose of the 7,207,551 shares of
Common Stock which he may be deemed to beneficially own. Mr. Grossman has no
pecuniary interest in any of the shares he may be deemed to beneficially own.
Mr. Grossman disclaims beneficial ownership of all of the shares reported
hereunder.
(c) During the past 60 days from the date of this Schedule, the only
transaction effected by the Reporting Persons with respect to the Common Stock
was Longview's agreement to provide investment management and investment
advisory services to certain individuals and entities beneficially owning all of
the shares of Common Stock of the Issuer reported by Longview hereunder. To the
knowledge of the Reporting Persons, there were no transactions in the Common
Stock effected by an executive officer or director or controlling person of
Longview in the past 60 days from the date of this Schedule. From time to time,
the Reporting Person Family Members and/or Entities may enter into option, call
or put arrangements with brokers-dealers or other financial institutions with
respect to shares of the Common Stock. Depending on the price of the shares of
Common Stock at the expiration of any option, call or put, shares of Common
Stock owned by the Reporting Person Family Members or Entities may be sold or
otherwise disposed of.
(d) The individuals and entities to which Longview serves as an
investment manager and investment adviser and for whose account the shares of
Common Stock reported hereunder are held have the right to receive dividends
from and the proceeds from the sale of the securities reported hereunder. The
natural person Reporting Persons, other than Mr. Grossman, are general partners
and/or limited partners of certain general partnerships and limited partnerships
that hold shares of Common Stock for the benefit of such Reporting Persons and
members of their
11
<PAGE>
immediate and extended families. Such Reporting Persons do not have the power to
receive dividends or sales proceeds from the shares of Common Stock reported
hereunder, except to the extent of their respective interests in such general
partnerships and limited partnerships. Mr. Grossman, has no right to receive
dividends from and the proceeds from the sale of any of the Shares reported
hereunder.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
As part of its client relationships, Longview has the power to direct the
voting and the disposition of shares of Common Stock owned by its clients,
including certain of the Reporting Persons and Reporting Person Family Members
and Entities, in the accounts that Longview manages, pursuant to investment
advisory agreements. Under such agreements, Longview's compensation in
consideration for its services varies with the value of the assets (including
shares of Common Stock) under its management; provided, however, the maximum
rate of fee shall not exceed 0.75% of the average assets held in such accounts
that Longview manages. None of such agreements, however, require that such
accounts be invested in securities of the Issuer or include in their provisions
any terms specifically relating to or varying with the investment of the
accounts in securities of the Issuer.
From time to time, the Reporting Person Family Members and/or Entities may
enter into option, call or put arrangements with brokers-dealers or other
financial institutions with respect to shares of Common Stock. Depending on the
price of the shares of Common Stock at the expiration of any option, call or
put, shares of Common Stock owned by the Reporting Person Family Members or
Entities may be sold or otherwise disposed of. Other than (i) the Reporting
Persons' investment advisory agreements entered into with Longview, as described
above, (ii) Mr. Goodman's participation in the management of Longview, (iii) Mr.
Grossman's ownership interest in Longview, not individually but solely as the
Trustee of The Edward Trust, and (iv) the options, call and/or puts that may be
entered into from time to time by the Reporting Person Family Members and/or
Entities described above, none of the Reporting Persons is a party to any
contract, arrangement, understanding or relationship (legal or otherwise) with
respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
See Exhibit Index appearing elsewhere herein, which is incorporated herein
by reference.
12
<PAGE>
SIGNATURE
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.
LONGVIEW CAPITAL MANAGEMENT, LLC
By: /s/ Charles H. Goodman
------------------------
President
CHARLES H. GOODMAN
/s/ Charles H. Goodman
-----------------------------
JAMES S. CROWN
/s/ James S. Crown
-----------------------------
A. STEVEN CROWN
/s/ A. Steven Crown
-----------------------------
WILLIAM H. CROWN
/s/ William H. Crown
-----------------------------
GEOFFREY F. GROSSMAN, Not Individually
But Solely as Trustee of The Edward Trust
/s/ Geoffrey F. Grossman
-----------------------------
13
<PAGE>
APPENDIX A
The following individuals are executive officers Longview. Each individual
is a citizen of the United States, and unless otherwise noted, the business
address of each executive officer of the Reporting Person is 222 N. LaSalle
Street; Suite 2000, Chicago, IL 60601. Neither of the following individuals
owns shares of Common Stock of the Issuer.
NAME TITLE AT LONGVIEW OTHER EMPLOYMENT
Paul A. Dwyer Vice President Vice President, Henry Crown & Company
Richard J. Boberg Vice President Trader, Henry Crown & Company
<PAGE>
EXHIBIT INDEX
NUMBER DESCRIPTION
1. Joint Filing Agreement dated as of June 30, 1999 by and among the
Reporting Persons.
<PAGE>
JOINT FILING AGREEMENT
----------------------
In accordance with Rule 13d-1(f) promulgated under the Securities Exchange
Act of 1934, as amended, each of the undersigned does hereby consent and agree
to the joint filing on behalf of each of them of a Statement on Schedule 13D and
all amendments thereto with respect to the Common Stock, par value $1.00 per
share, beneficially owned by each of them, and to the inclusion of this Joint
Filing Agreement as an exhibit thereto.
June 30, 1999
LONGVIEW CAPITAL MANAGEMENT, LLC
By: /s/ Charles H. Goodman
-------------------------
President
CHARLES H. GOODMAN
/s/ Charles H. Goodman
------------------------------
JAMES S. CROWN
/s/ James S. Crown
------------------------------
A. STEVEN CROWN
/s/ A. Steven Crown
------------------------------
WILLIAM H. CROWN
/s/ William H. Crown
------------------------------
GEOFFREY F. GROSSMAN, Not Individually
But Solely as Trustee of The Edward Trust
/s/ Geoffrey F. Grossman
------------------------------
