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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 3)
SOLICITATION/RECOMMENDATION STATEMENT
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
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CALMAT CO.
(Name of Subject Company)
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CALMAT CO.
(Name of Person(s) Filing Statement)
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Common Stock, par value $1.00 per share
(including the associated Common Share
Purchase Rights)
(Title of Class of Securities)
131271 10 8
(CUSIP Number of Class of Securities)
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Paul Stanford
General Counsel and Secretary
3200 San Fernando Road
Los Angeles, CA 90065
(323) 258-2777
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Robert A Kindler, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
(212) 474-1000
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INTRODUCTION
The Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9") originally filed on November 20, 1998, by CalMat Co., a
Delaware corporation (the "Company"), relates to an offer by ALB
Acquisition Corporation, a Delaware corporation (the "Purchaser") and a
wholly owned subsidiary of Vulcan Materials Company, a New Jersey
corporation ("Parent"), to purchase all of the shares of the common stock,
par value $1.00 per share (including the associated common share purchase
rights), of the Company. All capitalized terms used herein without
definition have the respective meanings set forth in the Schedule 14D-9.
Item 4. The Solicitation or Recommendation
The response to Item 4(b)(3) is hereby amended by deleting the
reference to the Company in the sixth sentence thereof so that the sentence
reads in its entirety as follows:
"None of Parent or the Purchaser assumes any responsibility for
the accuracy of the Company Projections."
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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.
CALMAT CO.
By /s/ Paul Stanford
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Name: Paul Stanford
Title: Executive Vice President,
General Counsel and
Secretary
Dated as of December 22, 1998
