SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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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):
January 6, 1999
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Vulcan Materials Company
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(Exact name of registrant as specified in its charter)
New Jersey 1-4033 63-0366371
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
One Metroplex Drive, Birmingham, Alabama 35209
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(Address of principal executive offices (Zip Code)
Registrant's telephone number, including area code: (205) 877-3000
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ITEM 5. ACQUISITION OR DISPOSITION OF ASSETS.
On January 6, 1999, Vulcan Materials Company ("Parent"), a New
Jersey corporation, became the owner of all of the capital stock of CalMat Co.,
a Delaware corporation (the "Company"), pursuant to the merger (the "Merger") of
ALB Acquisition Corporation ("Purchaser"), a Delaware corporation and
wholly-owned subsidiary of Parent, with and into the Company with the Company as
the surviving corporation. At the effective time of the Merger (the "Effective
Time"), the Company became a wholly-owned subsidiary of Parent. Prior to the
Merger, the Company was a producer of construction aggregates, asphalt and
ready-mixed concrete. Parent presently intends that the Company will continue
its business in substantially the same manner.
The Merger was consummated pursuant to an Agreement and Plan of
Merger (the "Merger Agreement"), dated as of November 14, 1998, by and among
Parent, Purchaser and the Company. Prior to the Merger, Parent consummated a
tender offer (the "Offer") to purchase all outstanding shares of Common Stock,
par value $1.00 per share (the "Shares") of the Company, and the associated
common share purchase rights (the "Rights") issued pursuant to the Rights
Agreement, dated as of September 14, 1987, as amended as of October 26, 1992,
July 22, 1997 and November 14, 1998 between the Company and First Chicago Trust
Company of New York, as Rights Agent (as the same may be amended, the "Rights
Agreement"), at a purchase price of $31.00 per Share (and associated Right), net
to the seller in cash without interest thereon (the "Offer Price"), upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
November 20, 1998 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which together with the Offer to Purchase constituted the "Offer").
On January 6, 1999, the Purchaser accepted for payment, pursuant to the Offer,
22,676,286 Shares. At the expiration of the Offer, Parent owned 37,020 Shares.
As of the Effective Time, each issued and outstanding Share (other than Shares
owned by the Company or any subsidiary of the Company, or by Parent, the
Purchaser, or any other subsidiary of Parent, which Shares were canceled with no
consideration delivered in exchange therefor, and other than Shares, if any,
held by any stockholders who are entitled to and who properly exercise appraisal
rights under the General Corporation Law of the State of Delaware) was, by
virtue of the Merger and without any action by the holder thereof, converted
into the right to receive the Offer Price, payable to the holder thereof, upon
the surrender of the certificate formerly representing such Share. Total
payments to former stockholders of the Company in the Offer and the Merger are
expected to be approximately $736 million in cash. The sources of funds used in
this acquisition of the Company included cash on hand and short-term borrowings.
The foregoing description of the Offer, the Merger and the Merger
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Offer to Purchase filed by Parent and the Purchaser as an
exhibit to their Tender Offer Statement on Schedule 14D-1, as amended, a copy of
which is filed as Exhibit 1 hereto, and the Merger Agreement, a copy of which is
filed as Exhibit 2 hereto. A copy of the press release announcing the completion
of the Offer is filed as Exhibit 3 hereto. A copy of the press release
announcing the consummation of the Merger is attached hereto as Exhibit 4 and is
incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND
EXHIBITS
(a) Financial statements for the Company will be filed by amendment to this Form
8-K not later than 60 days after the date that this Form 8-K was required to
have been filed.
(b) Pro forma financial information for the Company that would be required
pursuant to Article 11 of Regulation S-X will be filed by amendment to this Form
8-K not later than 60 days after the date that this Form 8-K was required to
have been filed.
(c) Exhibits
1. Offer to Purchase, dated November 20, 1998 (incorporated by
reference to Exhibit (a)(1) to the Tender Offer Statement on
Schedule 14D-1 of Parent and the Purchaser, dated November 20,
1998, as amended).
2. Agreement and Plan of Merger, dated as of November 14, 1998
(incorporated by reference to Exhibit (c)(1) to the Tender Offer
Statement on Schedule 14D-1 of Parent and the Purchaser, dated
November 20, 1998, as amended).
3. Press Release, dated January 4, 1999 (incorporated by reference
to Exhibit (a)(9) to the Tender Offer Statement on Schedule 14D-1
of Parent and the Purchaser, dated November 20, 1998, as amended).
4. Press Release, dated January 7, 1999.
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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 by the undersigned,
thereunto duly authorized.
VULCAN MATERIALS COMPANY
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(Registrant)
By: /s/ William F. Denson, III
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Name: William F. Denson, III
Title: Senior Vice President, Law and
Secretary
Dated: January 7, 1999
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<PAGE>
VULCAN MATERIALS COMPANY
Current Report on Form 8-K
Exhibit Index
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1. Offer to Purchase, dated November 20, 1998 (incorporated by
reference to Exhibit (a)(1) to the Tender Offer Statement on
Schedule 14D-1 of Parent and the Purchaser, dated November 20,
1998, as amended).
2. Agreement and Plan of Merger, dated as of November 14, 1998
(incorporated by reference to Exhibit (c)(1) to the Tender Offer
Statement on Schedule 14D-1 of Parent and the Purchaser, dated
November 20, 1998, as amended).
3. Press Release, dated January 4, 1999 (incorporated by
reference to Exhibit (a)(9) to the Tender Offer Statement on
Schedule 14D-1 of Parent and the Purchaser, dated November 20,
1998, as amended).
4. Press Release, dated January 7, 1999.
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Exhibit 4
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January 7, 1999
FOR IMMEDIATE RELEASE
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VULCAN MATERIALS COMPANY COMPLETES ACQUISITION
OF CALMAT CO.
Birmingham, Alabama, January 7, 1999 - Vulcan Materials Company (NYSE:VMC)
today announced that it successfully completed its acquisition of CalMat Co. on
Wednesday, January 6, 1999, when the merger of a subsidiary of Vulcan and CalMat
became effective. As a result of the merger, CalMat has become a wholly-owned
subsidiary of Vulcan and CalMat stockholders who did not tender their CalMat
shares to Vulcan in its tender offer (other than those stockholders who are
entitled to and who properly exercise appraisal rights under Delaware law) have
become entitled to receive $31 per share in cash, the same price paid for CalMat
shares in the tender offer.
In connection with the merger, CalMat terminated the registration of its
shares with the Securities and Exchange Commission and delisted the CalMat
shares from the New York Stock Exchange.
Donald M. James, Chairman and Chief Executive Officer of Vulcan, said "The
acquisition of CalMat further solidifies Vulcan's position as the nation's
largest producer of construction aggregates, serving 22 states from Virginia to
California. We welcome the employees of CalMat to the Vulcan family, and we look
forward to working together to increase earnings and add shareholder value
through operating improvements, cost reductions and excellent customer service
in the markets we serve. The consummation of this transaction is a significant
milestone in Vulcan's' development. We look forward to continued improvement and
growth, especially in the states served by CalMat."
As previously announced, James W. Smack will serve as the President of
CalMat which will be operated as a division of Vulcan through its wholly-owned
subsidiary.
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 Co. is one of the largest U.S. producers of construction
aggregates, asphalt and ready-mixed concrete.
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COMPANY CONTACT: E. STARKE SYNDOR - P.O.. BOX 385014, BIRMINGHAM, ALABAMA 35238
TELEPHONE 205 298-3206
Internet: http://www.vulcanmat.com
