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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
CALMAT CO.
(Exact name of registrant as specified in its charter)
DELAWARE 95-0645790
(State of incorporation (IRS Employer
or organization) Identification No.)
3200 San Fernando Road 90065
Los Angeles, California (Zip Code)
(address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of exchange on
Title of each Class which each class is to
to be so registered be registered
Class A Common Stock Purchase Rights New York Stock Exchange
Pacific Stock Exchange
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this
form relates:
...............(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE>
Item 1 of Form 8-A dated September 28, 1987 (as amended through
September 30, 1997, the "Form 8-A"), of CalMat Co. is hereby amended as
follows:
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Item 1 of the Form 8-A is hereby amended by deleting the second
sentence of the first paragraph thereof and replacing it with the
following:
The Rights will be represented by the Common Stock certificates and will
not be exercisable, or transferable apart from the Common Stock, until the
earlier of (i) the tenth day after the public announcement that a person or
group has acquired beneficial ownership of 25% or more of the Common Stock
or (ii) the close of business on such date, if any, as may be designated by
the Board of Directors of the Company after a person or group commences, or
announces an intention to commence, a tender or exchange offer the
consummation of which would give such person or group beneficial ownership
of 30% or more of the Common Stock (the earlier of (i) and (ii) being
referred to herein as the "Distribution Date").
Item 1 of the Form 8-A is hereby further amended by adding the
following paragraph at the end of Item 1 of the Form 8-A:
On November 14, 1998, CalMat Co. (the "Company") executed
Amendment No. 3 (the "Amendment") to the Rights Agreement, dated as of
September 22, 1987 (as amended, the "Rights Agreement"), between the
Company and First Chicago Trust Company of New York, as Rights Agent. The
Amendment provides that neither Vulcan Materials Company, a New Jersey
corporation ("Parent"), ALB Acquisition Corporation, a Delaware corporation
and a wholly owned subsidiary of Parent ("Merger Sub"), any of their
respective Affiliates or Associates nor any of their respective permitted
assignees or transferees will become an Acquiring Person (as that term is
defined in the Rights Agreement) as a result of the occurrence of any of
the following: (i) the commencement of the Offer (as defined in the
Agreement and Plan of Merger dated as of November 14, 1998, among Parent,
Merger Sub and the Company (the "Merger Agreement")), (ii) the approval,
execution or delivery of the Merger Agreement, (iii) the acquisition of
shares of Common Stock pursuant to the Offer or (iv) the consummation of
the Merger (as defined in the Merger Agreement). The Amendment further
provides that, despite the occurrence of any of the events described under
(i), (ii), (iii) or (iv) above, a Distribution Date (as defined in the
Rights Agreement) will not occur, no Rights will separate from the shares
of Common Stock or otherwise become exercisable and no adjustment will be
made pursuant to Sections 11 or 13 of the Rights Agreement.
The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, which is attached
hereto as Exhibit A and is incorporated herein by reference, and to the
Rights Agreement which was attached as an exhibit to the Form 8-A filed on
September 28, 1987 and which is incorporated herein by reference.
<PAGE>
ITEM 2. EXHIBITS.
1. Rights Agreement, dated as of September 22, 1987, between the
Company and Security Pacific National bank, as Rights Agent. (filed as
Exhibit 1 to the Company's Registration Statement on Form 8-A dated
September 22, 1987 and filed on September 28, 1987 and incorporated by
reference herein).
2. Amendment No. 1 to the Rights Agreement, dated as of October
26, 1992, between the Company and Bank of America, N.T. & S.A., formerly
known as Security Pacific National Bank, as rights agent (filed as Exhibit
4.2 to the Company's 1992 Annual Report on Form 10-K, incorporated by
reference herein).
3. Amendment No. 2 to the Rights Agreement, dated as of July 22,
1997, between the Company and First Chicago Trust Company of New York, as
rights agent. (Filed as Exhibit 4.3 to the Company's Quarterly Report on
Form 10-Q, filed on August 12, 1997 and incorporated by reference herein).
4. Amendment No. 3 to the Rights Agreement, dated as of November
14, 1998, between the Company and First Chicago Trust Company of New York,
as rights agent (filed herewith).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: November 16, 1998 CALMAT CO.
(Registrant)
By: /s/ Paul Stanford
-----------------------------
Name: Paul Stanford
Title: Executive Vice President,
General Counsel and
Secretary
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
Index
1. Rights Agreement, dated as of September 22, 1987, between
the Company and Security Pacific National bank, as Rights
Agent. (filed as Exhibit 1 to the Company's Registration
Statement on Form 8-A dated September 22, 1987 and filed on
September 28, 1987 and incorporated by reference herein).
2. Amendment No. 1 to the Rights Agreement, dated as of October
26, 1992, between the Company and Bank of America, N.T. &
S.A., formerly known as Security Pacific National Bank, as
rights agent (filed as Exhibit 4.2 to the Company's 1992
Annual Report on Form 10-K, incorporated by reference
herein).
3. Amendment No. 2 to the Rights Agreement, dated as of July
22, 1997, between the Company and First Chicago Trust
Company of New York, as rights agent. (Filed as Exhibit 4.3
to the Company's Quarterly Report on Form 10-Q, filed on
August 12, 1997 and incorporated by reference herein).
4. Amendment No. 3 to the Rights Agreement, dated as of
November 14, 1998, between the Company and First Chicago
Trust Company of New York, as rights agent (filed herewith).
EXECUTION COPY
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT No. 3 dated as of November 14,
1998 (this "Amendment"), to the Rights
Agreement dated as of September 22, 1987 (as
amended, the "Rights Agreement"), between
CalMat Co., a Delaware corporation (the
"Company"), and First Chicago Trust Company of
New York, as Rights Agent (the "Rights
Agent"). All capitalized terms not otherwise
defined herein shall have the meaning ascribed
to such terms in the Rights Agreement.
WHEREAS Vulcan Materials Company, a New Jersey
corporation ("Parent"), ALB Acquisition Corporation, a
Delaware corporation and a wholly owned subsidiary of Parent
("Merger Sub") and the Company have proposed to enter into an
Agreement and Plan of Merger to be dated the date hereof (the
"Merger Agreement");
WHEREAS the Company desires to amend the Rights
Agreement to, among other things, render the Rights
inapplicable to the Merger (as defined in the Merger
Agreement), the Offer (as defined in the Merger Agreement)
and the other transactions contemplated by the Merger
Agreement;
WHEREAS the Company deems this Amendment to the
Rights Agreement to be necessary and desirable and in the
best interests of the holders of the Rights and has duly
approved this Amendment; and
WHEREAS Section 26 of the Rights Agreement permits
the Company and the Rights Agent at any time to amend the
Rights Agreement in the manner provided herein and provides
that this Amendment shall become effective immediately upon
execution by the Company and the Rights Agent.
NOW, THEREFORE, the Company hereby amends the
Rights Agreement as follows:
1. Section 1 of the Rights Agreement is hereby
amended by adding the following new paragraph as the last
paragraph of Section 1:
"Notwithstanding anything in this Agreement to the
contrary, none of Vulcan Materials Company, a New Jersey
corporation ("Parent") or ALB Acquisition Corporation, a
Delaware corporation and a wholly owned subsidiary of
Parent ("Merger Sub") or any of their respective
Affiliates or Associates shall become an Acquiring
Person, no Distribution Date shall occur, no
<PAGE>
Rights shall separate from the Common Shares or
otherwise become exercisable and no adjustment shall be
made pursuant to Section 11 or 13, in each case, solely
by reason of (i) the announcement or commencement of the
Offer (as defined in the Agreement and Plan of Merger
dated as of November 14, 1998 (the "Merger Agreement")
among Parent, Merger Sub and the Company), (ii) the
acquisition of Common Shares pursuant to the Offer,
(iii) the announcement, approval, execution or delivery
of the Merger Agreement or (iv) the consummation of the
Merger (as defined in the Merger Agreement)."
2. Section 3(a) of the Rights Agreement is hereby
amended by deleting the first sentence thereof and replacing
it with the following sentence:
"Until the earlier of (i) the tenth day after the Shares
Acquisition Date or (ii) the close of business on such
date, if any, as may be designated by the Board of
Directors of the Company following the commencement of,
or first public announcement of the intent of any Person
(other than the Company, any Subsidiary of the Company,
any employee benefit plan of the Company or any
Subsidiary of the Company or any entity holding shares
of capital stock of the Company for or pursuant to the
terms of any such plan, in its capacity as an agent or
trustee for any such plan) to commence, a tender or
exchange offer the consummation of which would result in
any Person becoming the Beneficial Owner of Common
Shares aggregating more than 30% or more of the then
outstanding Common Shares of the Company (including any
such date which is after the date of this Agreement; the
earlier of (i) and (ii) being herein referred to as the
"Distribution Date"), (x) the Rights will be evidenced
(subject to the provisions of paragraph (b) of this
Section 3) by certificates for Common Shares registered
in the names of the holders thereof (which certificates
for Common Shares shall also be deemed to be Right
Certificates) and not by separate Right Certificates,
and (y) the right to receive the Right Certificates will
be transferable only in connection with the transfer of
Common Shares."
3. The Rights Agreement shall not otherwise be
supplemented or amended by virtue of this Amendment, but
shall remain in full force and effect as amended hereby.
<PAGE>
4. The Rights Agent is hereby directed, immediately
prior to any Distribution Date, to make such amendments to
the form of Right Certificate attached to the Rights
Agreement to conform with the Rights Agreement as amended by
this Amendment and any subsequent amendments thereto.
5. This Amendment shall be governed by and
construed in accordance with the law of the State of Delaware
applicable to contracts to be made and performed entirely
within such State.
6. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.
7. This Amendment shall be deemed effective as of
the date first written above.
IN WITNESS WHEREOF, the Company has executed this
Amendment as of the date and year first above written.
CalMat Co.,
by
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/s/ A. Frederick Gerstell
Name: A. Frederick Gerstell
Title: Chairman and Chief
Executive Officer
First Chicago Trust Company of
New York, as Rights Agent,
by
--------------------------------
/s/ Joanne Gorostiola
Name: Joanne Gorostiola
Title: Assistant Vice
President
