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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
CALMAT CO.
(Name of Subject Company)
ALB ACQUISITION CORPORATION
VULCAN MATERIALS COMPANY
(Bidders)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
WILLIAM F. DENSON, III
ALB ACQUISITION CORPORATION
VULCAN MATERIALS COMPANY
ONE METROPLEX DRIVE
BIRMINGHAM, ALABAMA 35209
(205) 877-3204
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
COPIES TO:
EDWARD D. HERLIHY, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
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This Statement amends and supplements the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1") filed with the Securities and Exchange
Commission on November 19, 1998 by ALB Acquisition Corporation (the
"Purchaser"), a Delaware corporation and a wholly-owned subsidiary of Vulcan
Materials Company, a New Jersey corporation ("Parent"), to purchase all
outstanding shares of Common Stock, par value $1.00 per share (the "Shares"), of
CalMat Co., a Delaware corporation (the "Company"), and the associated preferred
share purchase rights (the "Rights") issued pursuant to the Rights Agreement,
dated as of September 22, 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, 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 constitutes the "Offer"). Capitalized terms used and not
defined herein shall have the meanings assigned to them in the Offer to Purchase
and the Schedule 14D-1.
ITEM 15. CERTAIN LEGAL MATTERS; REQUIRED REGULATORY APPROVALS.
The response to Item 15 is hereby amended and supplemented by adding
thereto the following:
On November 25, 1998, a purported class action suit was filed on
behalf of Paul Green, who alleges that he is a stockholder of the Company,
against the Company, the members of the Board, Parent and the Purchaser in the
Delaware Court of Chancery. This complaint is captioned Paul Green v. John C.
Argue, Arthur Brown, Denis R. Brown, Harry M. Conger, Rayburn S. Dezember,
A. Frederick Gerstell, Richard A. Grant, Jr., Edward A. Landry, Thomas L. Lee,
Thomas M. Linden, Georgia R. Nelson, Stuart T. Peeler, CalMat Co., Vulcan
Materials Co. and ALB Acquisition Corporation (the "Green Complaint"). The Green
Complaint alleges, among other things, that the individual defendants abetted by
Parent have breached their fiduciary duties to the Company's stockholders by
failing to maximize stockholder value and by failing to make adequate
disclosure. The Green Complaint seeks, among other things, an order enjoining
consummation of the Offer and the Merger.
In addition, on November 30, 1998, a purported class action suit was
filed on behalf of Lauri Livingstone, who alleges that she is a stockholder of
the Company, against the Company and the members of the Board in the Superior
Court of the State of California for the County of Los Angeles. This complaint
is captioned Lauri Livingstone v. John C. Argue, Arthur Brown, Denis R. Brown,
Harry M. Conger, Rayburn S. Dezember, A. Frederick Gerstell, Richard A. Grant,
Jr., William T. Huston, Edward A. Landry, Thomas L. Lee, Thomas M. Linden,
Stuart T. Peeler, CalMat Co., Inc. and Does 1 through 100 (the "Livingstone
Complaint"). The Livingstone Complaint alleges, among other things, that the
individual defendants have breached their fiduciary duties to the Company's
stockholders by failing to maximize stockholder value. The Livingstone Complaint
seeks, among other things, an order enjoining consummation of the Offer and the
Merger. The Company belives both the Green Complaint and the Livingstone
Complaint are without merit.
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SIGNATURE
After due 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.
Dated: December 4, 1998
VULCAN MATERIALS COMPANY
By: /s/ William F. Denson, III
Name: William F. Denson, III
Title: Senior Vice President, Law and
Secretary
ALB ACQUISITION CORPORATION
By: /s/ William F. Denson, III
Name: William F. Denson, III
Title: Senior Vice President, Law and
Secretary
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EXHIBIT INDEX
(a)(1) -- Offer to Purchase, dated November 20, 1998.
(a)(2) -- Letter of Transmittal.
(a)(3) -- Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Nominees.
(a)(4) -- Letter to Clients for Use by Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees.
(a)(5) -- Notice of Guaranteed Delivery.
(a)(6) -- Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) -- Text of press release issued by the Company on November 16, 1998.
(a)(8) -- Form of Summary Advertisement dated November 20, 1998.
(c)(1) -- Agreement and Plan of Merger, dated as of November 14, 1998, by and
among the Company, the Purchaser and Parent.
(c)(2) -- Form of Support Agreements entered into between Parent and John C.
Argue, Arthur Brown, Denis R. Brown, Harry M. Conger, Rayburn S.
Dezember, A. Frederick Gerstell, Richard A. Grant, Jr., Edward A.
Landry, Thomas L. Lee, Thomas M. Linden, Georgia R. Nelson and
Stuart T. Peeler.
(c)(3) -- Confidentiality Agreement, dated as of September 24, 1998, between
the Company and Parent.
(d) -- Not applicable.
(e) -- Not applicable.
(f) -- Not applicable.
All exhibits previously filed.
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