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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 - FINAL AMENDMENT
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) 298-3204
(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 Amendment No. 3 (this "Amendment"), the final amendment, 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 6. INTERESTS IN SECURITIES OF THE SUBJECT COMPANY.
Paragraphs (a) and (b) of Item 6 are hereby amended and supplemented
by adding thereto the following:
The Offer expired at 12:00 midnight, New York City time, on Friday,
January 1, 1999. Pursuant to the Offer, based upon a preliminary
report from the Depositary, the Purchaser accepted for payment
22,342,304 Shares tendered by physical delivery and 333,982 Shares
tendered by guaranteed delivery.
Paragraphs (a) and (b) of Item 6 are hereby further amended to incorporate by
reference the information set forth in the press release issued by Vulcan
Materials Company and the Company on January 4, 1998, filed as Exhibit (a)(9) to
this Amendment.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(9) - Text of press release issued by Vulcan Materials Company and the
Company on January 4, 1999.
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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: January 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: Vice President 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.
(a)(9)* -- Text of press release issued by Parent and the Company on
January 4, 1999.
(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. December, 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.
* Filed herewith.
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January 4, 1999
FOR IMMEDIATE RELEASE
VULCAN MATERIALS COMPANY ACQUIRES OVER 90 PERCENT OF CALMAT CO. SHARES IN
TENDER OFFER AND
ANNOUNCES MANAGEMENT TEAM FOR CALMAT CO.
Birmingham, Alabama, January 4, 1999 - Vulcan Materials Company (NYSE:VMC)
today announced that it has completed its $31.00 per share cash tender offer for
all of the outstanding shares of common stock, and the associated common share
purchase rights, of CalMat Co. through ALB Acquisition Corporation, a
wholly-owned subsidiary of Vulcan.
According to the depository's preliminary report, approximately 95 percent
of CalMat's outstanding shares were tendered. The offer expired at 12:00
midnight, EST, on Friday, January 1, 1999. ALB Acquisition Corporation accepted
for payment all shares validly tendered according to the terms of the tender
offer. The tender offer will be followed by a merger of ALB Acquisition
Corporation into CalMat, in which each CalMat share not acquired in the tender
offer will be converted into the right to receive $31.00 in cash.
Vulcan also announced that James W. Smack (55) has been appointed
President of CalMat Co. Mr. Smack has served since 1991 as President of Vulcan's
Mideast Division, headquartered in Winston-Salem, North Carolina. Mr. Smack has
been employed by Vulcan in various management positions since 1982. Vulcan's
Chairman and Chief Executive Officer, Donald M. James, said "Jim Smack has
thirty years of experience in the construction materials industry and has been a
major force in the outstanding performance of our Mideast Division. I'm certain
that Jim Smack and his management team will provide the leadership for CalMat to
contribute to Vulcan's growth in earnings and shareholder value."
Mr. James also announced that Jeffrey L. McCormick (43) and Ronald L.
Walker (37) will join Mr. Smack on the CalMat management team. Mr. McCormick
will serve as Chief Transition Officer and Mr. Walker as Vice President,
Operations Services. Both men are long-time Vulcan employees who have served in
various management positions.
Mr. James said that Scott J. Wilcott, formerly Senior Vice President
of CalMat, will serve as President of CalMat's real estate division and
that James Gallagher and Paul Stanford, formerly Executive Vice Presidents
of CalMat, will be consultants to the Company.
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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