<PAGE> 1
-------------------------------------------
-------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------
DRAVO CORPORATION
(Name of Subject Company)
DLC ACQUISITION CORP.,
a wholly owned subsidiary of
CARMEUSE LIME, INC.
CARMEUSE S.A.
LVI HOLDING N.V.
LAFARGE S.A.
(Bidders)
COMMON STOCK, $1.00 PAR VALUE
(Title of class of securities)
------------------------
261471106
(CUSIP number of class of securities)
------------------------
<TABLE>
<S> <C>
SUZANNE E. RITZLER, ESQ. ANDRE-GILLES TAITHE
EXECUTIVE VICE PRESIDENT SENIOR VICE PRESIDENT
CARMEUSE LIME, INC. LAFARGE S.A.
390 EAST JOE ORR ROAD 61 RUE DES BELLES-FEUILLES
CHICAGO HEIGHTS, ILLINOIS 60411 75116 PARIS - FRANCE
(708) 757-1240 011-31-1-44-34-11-11
(Name, address and telephone number of (Name, address and telephone number of
person authorized to receive notices and person authorized to receive notices and
communications on behalf of bidders other than communications on behalf of Lafarge S.A.)
Lafarge S.A.)
WITH A COPY TO: WITH A COPY TO:
MICHAEL E. BLOUNT, ESQ. CHRISTOPHE BOURGNINAUD
SEYFARTH, SHAW, FAIRWEATHER & GERALDSON LAFARGE MATERIAUX
55 EAST MONROE, SUITE 4200 DE SPECIALITES
CHICAGO, ILLINOIS 6060319 PLACE DE LA RESISTANCE
(312) 346-8000 92446 ISSY LES MOULINEAUX
FRANCE
011 - 33-1-41-17-18-14
</TABLE>
SEPTEMBER 21, 1998
------------------------
DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS
<PAGE> 2
- --------------------------------------------------------------------------------
CUSIP No. 261471106 14D-1
- --------------------------------------------------------------------------------
1. Names of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
DLC Acquisition Corp.
36-4248543
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a member of a Group
(a) / /
(b) /x/
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds
AF, BK, OO
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
/ /
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Pennsylvania
- --------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
None
- --------------------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
/ /
- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
0.0%
- --------------------------------------------------------------------------------
10. Type of Reporting Person
CO
- --------------------------------------------------------------------------------
<PAGE> 3
================================================================================
CUSIP No. 261471106 14D-1
- --------------------------------------------------------------------------------
1. Names of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Carmeuse Lime, Inc.
36-3933140
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) /x/
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds
AF, BK, OO
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Item 2(e) or 2(f)
/ /
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
None
- --------------------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
/ /
- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
0.0%
- --------------------------------------------------------------------------------
10. Reporting Person
HC and CO
- --------------------------------------------------------------------------------
<PAGE> 4
================================================================================
CUSIP No. 261471106 14D-1
- --------------------------------------------------------------------------------
1. Names of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Carmeuse S.A.
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a member of a Group
(a) / /
(b) /x/
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds
BK, OO
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
/ /
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Belgium
- --------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
None
- --------------------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
/ /
- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
0.0%
- --------------------------------------------------------------------------------
10. Type of Reporting Person
CO
- --------------------------------------------------------------------------------
<PAGE> 5
- --------------------------------------------------------------------------------
CUSIP No. 261471106 14D-1
- --------------------------------------------------------------------------------
1. Names of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
LVI Holding N.V.
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a member of a Group
(a) / /
(b) /x/
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds
AF, BK, OO
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
/ /
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Netherlands
- --------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
None
- --------------------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
/ /
- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
0.0%
- --------------------------------------------------------------------------------
10. Type of Reporting Person
HC and CO
- --------------------------------------------------------------------------------
<PAGE> 6
- --------------------------------------------------------------------------------
CUSIP No. 261471106 14D-1
- --------------------------------------------------------------------------------
1. Names of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Lafarge S.A.
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a member of a Group
(a) / /
(b) /x/
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds
OO
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
/ /
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
France
- --------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
None
- --------------------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
/ /
- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
0.0%
- --------------------------------------------------------------------------------
10. Type of Reporting Person
CO
- --------------------------------------------------------------------------------
<PAGE> 7
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule 14D-1 dated September 21, 1998, as amended ("Schedule 14D-1"), filed by
DLC Acquisition Corp. ("Purchaser"), a Pennsylvania corporation and a wholly
owned direct subsidiary of Carmeuse Lime, Inc. ("Parent"), a Delaware
corporation and indirect subsidiary of LVI Holding N.V., a Dutch corporation
("LVI"), relating to Purchaser's offer to purchase all outstanding shares of
common stock, $1.00 par value (the "Shares"), of Dravo Corporation (the
"Company"), upon the terms and subject to the conditions set forth in the Offer
to Purchase dated September 21, 1998 (the "Offer to Purchase") and in the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, constitute the "Offer") at a purchase price of $13.00 per
Share, in cash.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and supplemented as follows:
(a)-(d); (g) This Schedule 14D-1 is being filed by Purchaser, Parent, LVI,
Carmeuse S.A. ("Carmeuse SA") and Lafarge S.A. ("Lafarge"). Parent is a wholly
owned direct subsidiary of Carmeuse North America, B.V., a Dutch corporation
("Carmeuse NA"), which is a wholly owned direct subsidiary of Carfin, S.A., a
Belgian corporation ("Carfin"). Carfin is a direct subsidiary of LVI. Carmeuse
SA, a Belgian corporation, is an affiliate of Purchaser and Parent and is the
guarantor of the obligations of Purchaser and Parent under the Agreement and
Plan of Merger, dated as of September 15, 1998, among Purchaser, Parent and the
Company. Lafarge is a French corporation, the principal executive offices of
which are located at 61 Rue des Belles-Feuilles, 75116 Paris, France. The
telephone number of Lafarge at such offices is 011-33-1-44-34-11-11. Lafarge is
a worldwide manufacturer and marketer of cement and construction materials. The
information set forth under "INTRODUCTION," "THE TENDER OFFER -- Certain
Information Concerning Purchaser, Parent, Carmeuse NA, Carfin, LVI, and Carmeuse
SA," and "THE TENDER OFFER -- Source and Amount of Funds" in the Offer to
Purchase and Schedule I thereto is incorporated herein by reference. The
information contained in Schedule I of the Offer to Purchase is hereby
supplemented as follows:
4. DIRECTORS AND EXECUTIVE OFFICERS OF CARMEUSE SA. Set forth below is the
name, current business address, citizenship and present principal occupation or
employment and material occupations, positions, offices or employments for the
past five years of each director and executive officer of Carmeuse SA. Unless
otherwise indicated, each person identified below is employed by Carmeuse SA or
its affiliates, and has been employed by Carmeuse SA or its affiliates, in
positions of increasing responsibility, for the past five years. The principal
address of Carmeuse SA, and unless otherwise indicated below, the current
business address for each individual listed below is Parc Scientifique Athena,
Boulevard de Lauzelle 65, 1348 Louvain-la-Neuve Nord, Belgium. Except as
otherwise noted below, each such person is a citizen of Belgium. Directors are
identified by an asterisk.
<PAGE> 8
NAME PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT; MATERIAL POSITIONS HELD
DURING THE PAST FIVE YEARS
Dominique Collinet* Chairman of Carmeuse SA and The
Carmeuse Group; Director of Compagnie
Generale Mosane, S.A., Spadel, S.A.
and Banque Brussels Lambert, S.A.
Yves R. Collinet* Vice President - Technical of Carmeuse
SA; Vice President-Technical of The
Carmeuse Group
Jacques A. Germay* Chairman of Parent and Purchaser;
47 Rue de L'Abbaye Chief Executive Officer of Alpha S.A.
4432 Alleur
Belgium
Yves Willems* Vice President of Parent and
Purchaser; Managing Director of
Carmeuse Coordination Center, S.A.;
Chief Financial Officer of The
Carmeuse Group; Director of Coil, S.A.
Jean Denoel* Vice President - Operations of The
Carmeuse Group
Jacques-Bernard De Jongh* General Secretary of The Carmeuse Group
Gerard Lob* President - West Europe of Carmeuse
SA; President - West Europe of The
Carmeuse Group; Managing Director of
How To, S.A.
Guy del Marmol* Retired; formerly Vice President -
Le Petit Bois 3 Marketing and Sales of Carmeuse SA
4500 Tihange (Huy)
Belgium
<PAGE> 9
5. DIRECTORS AND EXECUTIVE OFFICERS OF LAFARGE. Set forth below is the name,
current residence or business address, citizenship and the present principal
occupation or employment and material occupations, positions, offices or
employment and business addresses thereof for the past five years of each
director and executive officer of Lafarge.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
MATERIAL POSITIONS HELD DURING THE PAST FIVE
NAME YEARS
Lord Blackenham Director of Lafarge since 1997; Director of
1 St. Leonard's Studios Sotheby's Holdlings Inc (1334 York Avenue, New
Smith Street York, New York 10021--International auction
London SW3 4EN house) since 1987; Member of the International
England Advisory Board of the Toshiba Corporation (1-1
Citizen of the United Kingdom Shibaura 1-chome, Minato-ku, Tokyo 105,
Japan--Manufacturer of electronic equipment)
since 1997; Director of Leocot (Pvt) Ltd (c/o
Alexander Katz Associates, 170 Chinhoyi Street,
Nr Samor Machel Avenue, PO Box 5, Harare,
Zimbabwe--Investments) since 1990; Chairman of
Pearson plc (3 Burlington Gardens, London W1X
1LE, England--Media and investment banking)
from 1983 until 1997; Chairman of the Financial
Times Group Ltd (One Southwark Bridge, London
SE1 9HL--Newspaper and financial information
provider) from 1984 until 1996; Director of
Lazard Brothers & Co. Ltd (21 Moorfields,
London EC2P 2HT--Investment banking) from 1975
until 1997; Director of Pearson Management
Services Ltd, Pearson Services Ltd, Whitehall
Securities Corporation Ltd and Whitehall Trust,
all subsidiaries of Pearson plc, all ending in
1996 or 1997; Chairman of MEPC plc (Nations
House, 103 Wigmore Street, London W1H 9AB,
England--Commercial real estate) from 1993
until 1998.
<PAGE> 10
Michael M. Bon Director of Lafarge since 1993; Chairman and
France Telecom Chief Executive Officer of France Telecom
6, place d'Alleray (Telecommunications) since 1995; Director of
75015 Paris Sprint Corp. (Kansas City,
France Missouri--Telecommunications); Director of
Citizen of France SONAE Investimentos (Portugal); Director of
Deutsche Telekom (Bonn, Germany--Telecommuni-
cations); Director of Groupe Bull
(France--Information Technology); Director of
Air Liquide (75, quai d'Orsay, 75007 Paris,
France--Gas); Director of Sonapar; Director
of Grand Vision; Chief Executive Officer of
Agence Nationale pour l'Emploi
(France--Employment) from 1993 until 1995.
Bertrand P. Collomb Chairman since 1987 and Chief Executive
Lafarge Officer of Lafarge since 1989; Director of
61, rue des Belles-Feuilles Canadian Imperial Bank of Commerce (Commerce
75116 Paris Court, Toronto, M5L1A2, Ontario,
France Canada--Banking); Director of Elf-Aquitaine
Citizen of France (Tour Elf, Cedex 45, 92078 Paris, La Defense,
France--Energy, chemicals and
pharmaceuticals); Director of Credit
Commercial de France (103, avenue des Champs
Elysees, 75008, Paris--Banking).
Alain B. Crouy Head of the Aluminates, Lime and Admixtures
Lafarge Aluminates activities of the Lafarge group; Chairman and
28, rue Emile Menier Chief Executive Officer of Lafarge Paints
75782 Paris Cedex 16 (71, boulevard du General Leclerc, 92583
France Clichy Cedex, France) from July 1995 until
Citizen of France February 1998; Head of Paints and
International Development at Lafarge New
Materials (17 ter, rue de la Vanne, 92542
Montrouge, France) from October 1993 until
July 1995.
<PAGE> 11
Guilherme A. Frering Director of Lafarge since 1997; Chairman
Av. Rio Branco, 85-7 Andar of Caemi Mineracao e Metalurgia S.A.
20040-004 Rio de Janeiro, RJ (Praia de Botafogo, 300, 8 Andar,
Brazil 22259-900, Rio de Janeiro, RJ,
Citizen of Brazil Brazil--Iron ore mining, kaolin mining
and railroad transportation) since 1988;
Chairman of Jari Celulose S.A. (Rua do
Mercado 17, 11th floor, 20010-120, Rio
de Janeiro, RJ, Brazil--Pulp production)
since 1993; Chairman of Cimento Maua
S.A. (Av. Almirante Barroso, 52, 15th
floor, 20031-000 Rio de Janeiro, RJ,
Brazil--Cement) from April 1994 until
April 1997; Director of S.A. White
Martins (Rua Mayrink Veiga, 9, 26th
floor, 20090 Rio de Janeiro, RJ,
Brazil--Oxygen and other industrial
gases) since 1991; Director of ALCOA
Aluminio S.A. (Av. Maria Coelho Aguiar,
215 Bl. C, 4 Degrees Andar, Sao Paulo,
SP, 05804-900, Brazil--Aluminum
smelting and processing).
Patrice le Hodey Director of Lafarge since 1987; Vice
25, avenue du Marechal Chairman of IPM (127, boulevard Emil
1180 Brussels Jacqmain, B1000 Brussels,
Belgium Belgium--Newspaper publishing); Chairman
Citizen of Belgium of Derouck (91/93, rue Navez, 1030
Brussels, Belgium--Map publishing) since
1997; Director of RTL-TVI (1 rue Ariane,
Brussels, Belgium--Television) ; Vice
Chairman of Agence Bella (Rue Pelletier,
Brussels, Belgium--News agency).
Bernard Isautier Director of Lafarge since 1989; Director
Chauvco Resources International of Fracmaster (355-4 Avenue, S.W.,
Royal Albert House Calgary, Alberta, Canada--Energy) since
Sheet Street April 1996; Director of Hurricane
Windsor SL4 1BE Hydrocarbons 300-4R Avenue S.W.,
Berkshire, England Calgary, Alberta, Canada--Energy) since
Citizen of France February 1996; Director of Firan
Corporation (353, Iroquois Shore Road,
Oaxville, Ontario, Canada) since April
1996; President of Canadian Occidental
Petroleum (635, B Avenue S.W., Calgary,
Canada--Energy) from May 1993 until
December 1995.
Alain A. Joly Director of Lafarge since 1983; Chairman
Air Liquide and Chief Executive Officer of Air
75, quai d'Orsay Liquide (Gas) since May 1995; Director
75007 Paris of the Banque Nationale de Paris (16,
France boulevard des Italiens, 75009
Citizen of France and Canada Paris--Banking) since 1995; Director of
Inesse (96, boulevard Haussman, 75016
Paris, France) from May 1991 until May
1995.
<PAGE> 12
Bernard L. Kasriel Director of Lafarge since 1989; Vice-Chairman
Lafarge and Chief Operating Officer of Lafarge;
61, rue des Belles-Feuilles Vice-Chairman of Lafarge Corporation (Reston,
75116 Paris Virginia--Construction materials); Director
France of Sonoco Products Company (Hartsville, South
Citizen of France Carolina--Packaging) ; Director of Elyo
(Paris, France); Director of other
subsidiaries of Lafarge.
Jean Keller Director of Lafarge since 1998; Otherwise
23, avenue Le Notre currently retired; Financial Officer of
92420 Vaucresson Lafarge Ciments (5, boulevard Louis Loucheur,
France 92214 Saint Cloud, France--Cement).
Citizen of France
Raphael de Lafarge Director of Lafarge since 1982; Accountant
28, quai Claude Bernard with Ste. Achats Service Investissement (254,
69007 Lyon rue Fourny, 78530 Buc, France); Director of
France Borgey SA (18, rue Royale, 69001 Lyon,
Citizen of France France) since November 1989.
Bruno Lafont Executive Vice President, Gypsum (Head of the
Lafarge gypsum division), of Lafarge since 1998;
61, rue des Belles-Feuilles Executive Vice President, Finance, of
75116 Paris Lafarge, from April 1995 until September
France 1998; Chief Financial Officer of Lafarge from
Citizen of France August 1994 until March 1995; Group Director
in Turkey for Lafarge from July 1990 until
July 1994.
Olivier Lecerf Director since 1971, and Honorary Chairman of
Lafarge Lafarge; President of Financiere Lafarge (61,
61, rue des Belles-Feuilles rue des Belles-Feuilles, 75116 Paris, France)
75116 Paris since 1991; Director of L'Oreal (41, rue
France Martre, Clichy, France--Cosmetics) since
Citizen of France 1990; President of Sicau St.Honore Marches
Emergents (Paris, France--Investment) since
1996; Director of Saint Gobain (Courbevoie,
France--Industrial Materials) since 1993;
Director of Sabelfi (Brussels, Belgium) since
1997; Member of the Advisory Board of Morgan
Stanley Dean Witter (New York, New
York--Financial services) since 1991.
Jacques Lefevre Director of Lafarge since 1989; Vice Chairman
Lafarge and Chief Operating Officer of Lafarge since
61, rue des Belles-Feuilles January 1995; Managing Director of Lafarge
75116 Paris from June 1989 until December 1994.
France
Citizen of France
<PAGE> 13
Olivier Legrain Executive Vice President, Specialty
Lafarge Products, for Lafarge, since 1994;
61, rue des Belles-Feuilles Executive Vice President of Rhone
75116 Paris Poulenc Chimie (Courbevoie,
France France--Chemicals), until 1993.
Citizen of France
Robert W. Murdoch Director of Lafarge since 1983; Director
706 South Union Street of Lafarge Corp. (11130 Dunaise Valley
Alexandria, Virginia 22314 Drive, Reston, Virginia--Constructi on
Citizen of Canada materials) since April 1987; Director of
Usinor S.A. (11-13 Cours Valmy TSA,
10001 La Defense, France--Steel) since
October 1995; Director of Sierra Systems
(1177 West Hastings Vancouver, B.C. V6E
2K3 Canada--Information technology)
since March 1998; Director of Graymont
Ltd Holding Co. (215 Shell Bridge Way,
Richmond B.C. Canada V6C 2W8--Lime
construction materials waste) from June
1994 until April 1998; Director of Power
Asia Capital Ltd Holding Co. (Clarendon
House 2 Church Street, PO Box HM 1022,
Hamilton HM DX, Bermuda--Asian
infrastructure) since January 1998;
Director of Power Pacific Corp. Ltd
(2004 Central Plaza, 18 Harbour Road,
Wanchai, Hong Kong) since May 1985.
Lindsay Owen-Jones Director of Lafarge since 1993; Chairman
L'Oreal and Chief Executive Officer of L'Oreal
41, rue Martre (Cosmetics); Chairman of the Board of
92117 Clichy Cedex Cosmair Inc. USA (New York--Cosmetics);
France Director of the Banque Nationale de
Citizen of the United Kingdom Paris (16, boulevard des Italiens, 75009
Paris--Banking); Director of Air Liquide
(75, quai d'Orsay, 75007 Paris,
France--Gas); President of L'Oreal UK
Ltd.; Director of Gesparal; Director of
Marie-Claire Album; Director of Biotherm
Monaco; Director of Sofamo Monaco;
Director of Saipo Italie; Director of
Geral Inc U.S.A.; President and delegate
Director of L'Oreal Japan Ltd until
1996; Director of Nihon L'Oreal KK until
1996; Director of Cosmefrance until
1996; Director of CIRD until 1995;
Director of Galderma Laboratories until
1995; Chairman of Jeanne Lanvin
(France--Fashion) until 1994; Director
of Galderma Pharma SA until 1993;
Representative of L'Oreal to the Board
of Interedi until 1993.
<PAGE> 14
Michel J.D. Pebereau Director of Lafarge since 1991; Chief
Banque Nationale de Paris Exeuctive Officer of Banque Nationale de
16, boulevard des Italiens Paris (Banking) since May, 1993;
75009 Paris President of Compagnie d'Investissements
France de Paris (Investment) since October
Citizen of France 1993; Director of C.E.P. Communication
from October 1986 until September, 1997;
Director of S.A. des Galeries Lafayette
(Retail) since June 24, 1988; Director
of Saint Gobain (Courbevoie,
France--Industrial Materials) since
September 1993; Member of the
Supervisory Board of Compagnie Bancaire
(France--Banking) from October, 1993
until March 1996; Director of Elf
Aquitaine (Tour Elf, Cedex 45, 92078
Paris, La Defense, France--Energy,
chemicals, pharmaceuticals) since June
24, 1994; Director of U.A.P.
(France--Insurance) from June, 1994
until January, 1997; Member of
Supervisory Board of AXA-U.A.P
(France--Insurance) since January, 1997;
Member of Supervisory Board of Dresdner
Bank AG (Germany--Banking) since May,
1997; Director (as BNP representative)
of Lagardere Group (France--Media and
Technology) from October 1993 until
December 1996; Director (as BNP
representative) of Rhone Poulenc
(Courbevoie, France--Chemicals,
pharmaceuticals) from December, 1993
until December, 1996; Director (as BNP
representative) of Sovac from December,
1993 until December, 1995; Director (as
BNP representative) of Renault
(France--Automotive) since March, 1995;
Member of the Supervisory Board (as BNP
representative) of Banexi
(France--Banking) since July, 1993;
Chairman of the Institut d'Etudes
Politiques de Paris; Director of A.F.B.
(e)-(f) During the last five years, none of Purchaser, Parent, Carmeuse NA,
Carfin, LVI, Carmeuse SA or Lafarge or any persons controlling Purchaser, nor,
to the best knowledge of Purchaser, Parent, LVI, Carmeuse SA and Lafarge,
respectively, any of the persons listed in this Item 2 or on Schedule I to the
Offer to Purchase (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which any such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting activities subject to,
Federal or State securities laws or finding any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY
<PAGE> 15
Item 3 is hereby amended to reflect that Mr. Alain R. Crouy is Head of the
Aluminates, Lime and Admixtures activities of the Lafarge Group.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 4 is hereby amended as follows:
In connection with the Lafarge Facility (as defined in "THE TENDER OFFER -
Source and Amount of Funds" in the Offer to Purchase), Carmeuse SA has assigned
its right to receive funds under the Lafarge Facility to Carmeuse NA, and
Carmeuse NA will advance the funds under the Lafarge Facility to Parent.
ITEM 10. ADDITIONAL INFORMATION
(c) CFIUS, on October 16, 1998, notified Parent that, in connection with
the notice filed by Parent with CFIUS under the Exon-Florio Amendment, CFIUS
had determined that there were no issues of national security sufficient to
warrant investigation, and therefore action by CFIUS was concluded with respect
to the proposed transaction.
(f)(1) The net worth of Lafarge is significantly in excess of the maximum
amount Lafarge may be required to fund to Carmeuse SA (or its asignee, Carmeuse
NA) pursuant to the Lafarge Facility.
(f)(2) On October 15, 1998, the Company received from the Prudential
Insurance Company of America ("Prudential") a notice of conversion with respect
to the 150,000 shares of Series D Cumulative Convertible, Exchangeable
Preferred Stock (the "Prudential Preferred Stock") of the Company. Prudential
elected to exercise its right to convert the Prudential Preferred Stock into
1,200,000 Shares and is expected to tender its Shares pursuant to the Offer.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(c)(3) North American Memorandum of Understanding (English Translation),
dated June 3, 1998, between LVI and Lafarge. Confidential portions of the
Memorandum of Understanding have been omitted pursuant to Rule 24b-2. Copies of
the omitted portions have been filed with the Securities and Exchange Commission
in accordance with Rule 24b-2.
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: October 19, 1998
DLC ACQUISITION CORP.
By: /s/ Suzanne E. Ritzler
Name: Suzanne E. Ritzler
Title: Secretary
<PAGE> 16
CARMEUSE LIME, INC.
By: /s/ Suzanne E. Ritzler
Name: Suzanne E. Ritzler
Title: Executive Vice President
LVI HOLDING N.V.
By: /s/ Jan de Niet
Name: Jan de Niet
Title: Managing Director
CARMEUSE S.A.
By: /s/ Dominique Collinet
Name: Dominique Collinet
Title: Chairman
LAFARGE S.A.
By: /s/ Jean-Pierre Cloiseau
Name: Jean-Pierre Cloiseau
Title: Senior Vice President - Finance
<PAGE> 1
Exhibit (C)(3)
[TRANSLATION]
NORTH AMERICAN
MEMORANDUM OF UNDERSTANDING
1. Parties
1.1. LVI HOLDING N.V., a corporation organized and existing under the laws of
The Netherlands, the registered office of which is located at
Nijverheidsstraat 32, NL-2802 Al Gouda, The Netherlands, registered with
the Trade Registry of Gouda under number 29035510, acting on its own
behalf as well as on behalf of all of the companies of which it controls
50% or more ("LVI Holding")
1.2. LAFARGE S.A., a corporation organized and existing under the laws of the
French Republic, the registered office of which is located at 61 Rue des
Belles Feuilles, 75782 Paris, Cedex 16, France, registered with the Trade
Registry of Paris under number B 542 105 572, acting on its own behalf as
well as on behalf of all of the companies of which it controls 50% or more
("Lafarge")
hereinafter referred to as the "Parties",
2. Purpose
The purpose of the present Memorandum of Understanding is to define the
essential terms of an agreement reached between LVI Holding and Lafarge
regarding their establishing an entity held in common (the "Common Subsidiary")
to which they will exclusively entrust all business within the Territory
relating to lime, dolomite and limestone, but not including construction,
buildings, and public works (the "Lime Activity"). The terms "Lime Activity" as
defined in the present Memorandum of Understanding, include, subject to any
restrictions resulting from applicable local law, title to deposits and
quarries, title to industrial extraction and production facilities, permits and
authorizations to operate, production quantities, customers, personnel, and, in
general, everything that the Common Subsidiary requires to operate its Lime
Activity, whether such business is transferred to the Common Subsidiary by
means of an assignment by the legal entity proprietor of the business or
otherwise. The parties nevertheless recognise that Lafarge's North American
subsidiary shall continue to retain title to the ownership of the quarry and
the extraction facilities in Dundas (Ontario - Canada).
3. The Territory
The territory subject to this Memorandum of Understanding (the "Territory") is
the territory of North America, including the United States of America and
Canada.
4. Incorporating a Common Subsidiary
4.1. The Common Subsidiary shall be incorporated and organized in accordance
with the laws of a Member States of the European Union acceptable to both
parties and chosen in light of pertinent
<PAGE> 2
legal and tax considerations. The parties anticipate, subject to further
in-depth analysis, to incorporate the Common Subsidiary as a limited
liability company [besloten vennotschap] in The Netherlands.
4.2. Each party shall contribute to the Common Subsidiary all of that party's
operations in the Lime Activity within the Territory (the "Contributions").
Depending upon the circumstances subject to the parties' further
negotiations, these Contributions may include equity interests and/or
assets.
4.3 The parties agree that each will assure that its subsidiaries in which it
holds a controlling interest shall also contribute to the Common
Subsidiary every asset or equity interest that they may have within the
territory covered by the Common Subsidiary. With regard to the
subsidiaries in which the parties do not hold a controlling interest
(including those in which they hold 50%), each party shall use its best
efforts to assure that they do the same and/or abide by the spirit of the
present Memorandum of Understanding, as best it can and without
guaranteeing the result of such efforts.
4.4. As for the manner in which to proceed with these operations, the parties
shall use the most favorable method, to be determined on a case by case
basis, taking into account all of the identified constraints of each
Contribution. At present, the parties anticipate to proceed with a
contribution in kind or an assignment of the shares or assets to the
Common Subsidiary. In case of a contribution in kind or an assignment of
assets, such Contribution shall include the transfer of personnel
operating the Lime Activity, the customers and the trademarks closely
associated with the Lime Activity, as well as any other element deemed
necessary.
4.5. The contributions in kind and/or the assignment of shares or assets shall
be made in accordance with the evaluation set forth in Annex 1.
4.6. LVI Holding shall own 60% of the Common Subsidiary and Lafarge 40%;
either party may substitute at any time any other company of its group in
which it holds an interest greater than 50%. In order to achieve these
percentages, the parties agree to use the method deemed most advantageous,
taking into account the legal and tax constraints. The parties may thus
contribute all or part of their Contributions to the Common Subsidiary
with an additional contribution in cash to be made by the party owning,
after making its contribution, less than its anticipated percentage.
4.7. If legal or contractual reasons prevent the contribution or assignment of
a portion of the Lime Activity of Lafarge or LVI Holding to the Common
Subsidiary, the parties shall together, to the extent possible and as
quickly as possible, assure that equivalent measures are undertaken in
order to obtain a result that is as close as possible to a contribution or
assignment.
4.8. The parties shall do their utmost to assure practical solutions that will
interfere with their respective businesses as little as possible with the
objective of limiting the initial costs and operating expenses of the
entities established.
5. Exclusivity
5.1. Each party agrees to operate all of its Lime Activity on the Territory
exclusively through the Common Subsidiary, except as otherwise provided in
the present Memorandum of Understanding.
5.2. Therefore, each party is prohibited from operating Lime Activity within
the Territory, either
<PAGE> 3
alone or with any third party, directly or indirectly, in any manner whatsoever,
outside the framework of the Common Subsidiary.
The parties intend to: *
More generally, the parties agree to examine together all development
proposals that could lead to the acquisition of a Lime Activity or an
investment in a Lime Activity, especially for purposes of establishing the
value of such business.
All development proposals shall be prepared and presented by the General
Management to the Board of Directors. The latter shall then decide whether
to proceed with the proposal. Should a party decline to proceed with a
proposal, the other party may then proceed with the proposal on its own.
5.3. However, should a proposal concern a company the principal business of
which does not relate to Lime Activity (for example, the cement business),
the party considering such a proposal shall disclose its intentions to the
other party, as soon as it is possible to do so, taking into account the
obligations of confidentiality and discretion required by such activities,
by officially informing the Board of Directors and offering to the Common
Subsidiary that portion of the proposed acquisition relating to the Lime
Activity at financial conditions equivalent to those relating to the
acquisition as a whole. Should the other Party within the Common
Subsidiary refuse to have the Common Subsidiary acquire such Lime
Activity, the Party having made the acquisition may retain such Lime
Activity.
5.4. *
5.5. *
<PAGE> 4
5.6. If one of the parties (the "Defaulting Party") is in serious breach
of its obligations pursuant to the exclusivity provision contained in the
present section 5, and, following receipt of notice addressed by the other
party (the "Aggrieved Party"), fails to take measures within one month to
remedy such breach within a maximum period of six months the Aggrieved
Party may chose between either (i) an option to purchase ("Call") enabling
it to purchase the Defaulting Party's shares in the Common Subsidiary, or
(ii) an option to sell ("Put") enabling it to sell its shares in the Common
Subsidiary to the Defaulting Party, without prejudice to any other remedies
to which the Aggrieved Party may be legally entitled for such breach of
contract. The Put or the Call must be exercised by the Aggrieved Party
within six months of the date on which notice is given to the Defaulting
Party, it having been established that upon expiration of the first
six-month period referred in the first sentence of the present paragraph,
the Defaulting Party has failed to cease violating the exclusivity
provision referred to in the first notice given to the Defaulting Party by
the Aggrieved Party. The Put or the Call shall be exercised at the prices
specified in section 11.3.
6. Managing of the Common Subsidiary
The Board of Directors
6.1. Notwithstanding any laws governing the Common Subsidiary, the Board of
Directors of the Common Subsidiary shall be for the parties the highest
decision-making authority within the Common Subsidiary. Should a law
governing the Common Subsidiary provide otherwise, for example by giving
such authority to a general assembly of shareholders or any other entity,
the parties agree to present first to the Board of Directors of the Common
Subsidiary any decision, subject to such other legal authority.
6.2. The general management of the Common Subsidiary shall be entrusted to a
Board of Directors, of which there are four members elected for a
three-year period and are eligible for re-election, subject to applicable
legal or regulatory restrictions.
6.3. Two directors shall be designated by LVI Holding and two directors shall
be designated by Lafarge. Each party may at any time request, subject to
procedures applicable by law, the replacement of its directors, either
temporarily or definitively. The legal representative of the Board of
Directors shall be appointed by the directors.
6.4. All directors may be recalled by the General Assembly of Shareholders by
a simple majority of votes. It is understood that should a director
designated by one of the parties be recalled, he shall he replaced by
another director also designated by that same party.
6.5. The Board of Directors shall hold four meetings annually and additional
meetings may be held if required or if at least two directors request such
a meeting.
6.6. The resolutions of the Board of Directors shall be made by a simple
majority of votes. However, should the members of the Board of Directors
persistently fail to agree, the matters will then be submitted to the
CEO's of both parties (at present, the General Director of Carmeuse and
the Assisting General Manager of Lafarge) for decision. In this regard,
the CEOs, if necessary, will consult with the General Manager of the
Common Subsidiary. If the CEOs of both parties fail to reach an agreement
within 15 days following the date on which the Common Subsidiary's
Directors identified their disagreement, Carmeuse's CEO may resolve the
differences and the latter's decision will then be submitted to the Common
Subsidiary's Board of Directors for
<PAGE> 5
implementation, thus avoiding that the Common Subsidiary finds itself
unable to pursue its business. The parties agree to assure that the
directors designated by each vote in favor of the decision rendered.
General Management
6.7. The general and operating management of the Common Subsidiary and its
subsidiaries shall be entrusted to a General Management consisting of the
General Manager and the senior managers of the Common Subsidiary.
6.8. The General Manager shall be appointed by the Board of Directors of the
Common Subsidiary upon proposals made by the parties. The terms and
conditions of the General Manager's functions, including his remuneration,
shall be defined by the Board of Directors.
6.9. The senior managers of the Common Subsidiary shall be appointed by its
Board of Directors upon proposals made by the General Manager. The terms
and conditions of their functions, including their remuneration, shall be
defined by the Board of Directors.
6.10. The General Manager shall be entrusted with the following tasks:
- submit proposals to the Board of Directors for establishing or
modifying the Common Subsidiary's strategy;
- proposing to the Board of Directors objectives, action plans and
budgets for implementing the strategy established by the Board of
Directors;
- proposing to the Board the hiring or dismissal of senior managers of
the Common Subsidiary;
- performing or overseeing performance of the action plans and budget
established by the Board of Directors in accordance with the terms and
conditions set forth therein;
- managing the Common Subsidiary's human and material resources in
accordance with the decisions of the Board of Directors;
- reporting on a regular basis to the Board of Directors regarding the
business development and bringing to the Board's attention potential
or actual divergences from projections, analysing the causes behind
such divergences and proposing possible measures to overcome these
divergences;
- keeping all members of the Board informed of all events, problems or
important matters surrounding the Common Subsidiary as they arise thus
enabling the Common Subsidiary to take urgent measures if required.
Other Provisions
6.11. The terms and conditions for appointment of the Common Subsidiary's
auditor, including his mission and remuneration, shall be determined by
the Board of Directors.
6.12. The parties shall ensure that the Common Subsidiary responds to all
reasonable requests of each
<PAGE> 6
party regarding financial, accounting and management information to be
forwarded to their parent companies.
6.13. Lafarge and LVI Holding shall each have the right to request, at their
own expense, that the Common Subsidiary's auditor, or any other auditor
that they might designate, provide them with an additional audit report
regarding the Common Subsidiary and its holdings.
6.14. In addition to the reports required pursuant to the laws applicable to
the Common Subsidiary, the General Management shall provide the parties
with quarterly Activity Reports.
The General Management shall also immediately and systematically inform
the parties of all operational matters of major importance for the Common
Subsidiary.
In general, each party shall assure that the other has access to all
information requested regarding any matter concerning the Common
Subsidiary and its facilities, consistent with parties' spirit of
cooperation, but subject nonetheless to the parties' not interfering with
the operations of the Common Subsidiary.
Subsidiary of the Common Subsidiary
6.15. The provisions contained in the present section 6 shall apply, mutatis
mutandis, to every interest held by or subsidiary of the Common
Subsidiary.
7. Relations with Affiliates
7.1. The parties shall assure that the relationship between the Common
Subsidiary and its subsidiaries, as well as the relationship between the
parties and their affiliated companies, shall be conducted in a normal
business-like manner.
7.2. The same obligation applies to all services to be provided by one or the
other party to the Common Subsidiary (work performed by their personnel,
particular studies and missions, assistance from centralized services,
etc.).
8. Financing the Common Subsidiary
8.1. The Common Subsidiary shall be financed by LVI Holding and Lafarge, in
accordance with their percentage of participation in accordance with
procedures to be agreed upon by the parties at a later time.
8.2. The ratio, on a consolidated basis, between the obligations of the Common
Subsidiary and its subsidiaries to lenders and the Common Subsidiary's
assets *,. The creditors of the Common Subsidiary and
of its subsidiaries shall be without recourse against LVI Holding and
Lafarge and without guarantee from the latter.
9. Restrictions on the Transfer of Shares
9.1. Except for transfers to a company under common control, which shall
always be authorized, the parties agree not to sell their shares held in
the Common Subsidiary, and Lafarge also undertakes not to exercise the
option to sell that it has obtained pursuant to section 10, before the end
of * starting as of the establishment of the Common Subsidiary.
<PAGE> 7
9.2. Upon expiration of the above mentioned five-year period, any transfer by
either party of all or part of the shares it holds in the Common
Subsidiary shall be subject to the other party's not exercising its right
of first refusal under conditions (especially of price) equal to those
offered by a potential third party purchaser, provided that the latter's
offer is sincere and made in good faith. Should the third party's offer
not be sincere or in good faith, the right of first refusal shall be
exercised for the amount to be determined in accordance with the procedure
set forth in section 11 below (with a right for the potential seller and
the potential purchaser to withdraw once this amount is known). The
procedures for exercising the right of first refusal shall be organized in
such a manner as to enable the party having the right of first refusal to
obtain necessary financing for the purchase of the shares subject to the
right of first refusal (maximum of six months).
9.3. Each shareholder shall also have to right to purchase all shares held by
the other shareholder should the latter be declared bankrupt. The present
right may be exercised at a price equivalent to the market value of the
shares, to be determined in accordance with a procedure similar to that
described in section 11 below.
9.4. Should a party (the "Seller") decide to sell a majority of the shares it
holds in the Common Subsidiary to a third party (the "Third Party"), the
other party (the "Beneficiary") may, if it does not exercise its right of
first refusal, simultaneously sell to the Third Party, all of its shares
under the same terms and conditions as those set forth by the Seller when
selling its own shares. If the Third Party is not willing to purchase the
shares offered by the Beneficiary, the latter has an option to sell all of
its shares to the Seller, under the same terms and conditions offered by
the Seller when selling its own shares. The above mentioned option must be
exercised within three months following notice by Seller of the actual
sale of its shares to the Third Party.
9.5. The procedures governing the rights provided for in the present section
shall be included in the additional definitive agreements referred to in
Section 14 below.
10. Lafarge's Option to Sell
10.1. LVI Holding shall grant Lafarge an option to sell (the "Option to Sell")
enabling Lafarge to sell its shares held in the Common Subsidiary (the
"Lafarge Shares") to LVI Holding.
10.2. The Option to Sell may be exercised (i) for the first time at any
moment during a six-month period following * of the incorporation of the
Common Subsidiary and (ii) subsequently, at any time during six-month
periods that start running * as of the * of the incorporation of the
Common Subsidiary.
10.3. The Option to Sell may be exercised at a price corresponding to the
market value of the Lafarge Shares, determined by a procedure similar to
that set forth in Section 11.3.
11. Resolving Disagreements
11.1. If during the first three years of existence of the Common Subsidiary, a
fundamental and unresolvable disagreement arises between the parties and
systematically leads to a significant impasse within the Common Subsidiary
(for example, if the parties persistently and systematically fail to agree
on matters that require a unanimous vote from all Lafarge and LVI Holding
representatives), the parties agree to use their best efforts in order to
reach an amicable solution to their disagreement, through appropriate
mediation and conciliation.
<PAGE> 8
11.2. If such conciliation does not succeed, Lafarge shall an option to have
LVI Holding purchase the Lafarge Shares at their market value, established
pursuant to the provisions set forth below, but subject to *.
This option may be exercised for the first time during a six-month period
starting on * of the incorporation of the Common Subsidiary.
However, notwithstanding the preceding paragraph, the parties agree that
if the CEO of Carmeuse has used his predominant vote as stipulated in
Section 6.6, and to the extent that this predominant vote was cast
following an impasse within the Board of Directors caused by the LVI
Holding representatives, Lafarge may *.
11.3. The market value of the Lafarge Shares shall be determined, by mutual
agreement between the parties, or should the parties fail to reach such an
agreement, in accordance with the following procedure:
- - each party shall appoint an expert to determine the market value of the
Lafarge Shares;
- - if the values determined by the experts differ by less than 10% in
comparison to the lower value, than it will be assumed that the market
value of the Lafarge Shares is the arithmetic average of the two values;
- - if the values determined by the experts differ by more than 10% in
comparison to the lower value, the experts shall appoint a third expert of
international reputation, with no connection to the parties, whose mission
will exclusively be to chose, between the two values already determined,
that which he believes to be the closer to the market value of the Lafarge
Shares;
- - thus it will be assumed that the market value of the Lafarge Shares will
be the value chosen by the third expert.
11.4. LVI Holding shall have a maximum of six months from the date on which
the final price of the option is determined to obtain the financing
required for the purchase of the Lafarge Shares.
12. Audits
Following signature of the present Memorandum of Understanding and prior to the
signature of any additional definitive agreements, a general audit of the Lime
Activity of each of the companies party to the present Memorandum of
Understanding shall be carried out in order for each party to have a more
accurate and complete image of the other party's Lime Activity.
In the event that the finds of these audits are negative, i.e., that they vary *
from the evaluation referred to in Section 4.5., the parties may reconsider
implementation of the present Memorandum of Understanding and rely on these
audits as grounds for termination of the present Memorandum of Understanding.
The audit shall take place *.
13. Confidentiality
13.1. The parties agree to consider and hold as strictly confidential all
information that they have
<PAGE> 9
provided to each other during the discussions that have occurred until now
as well as the information that they will provide to each other when
implementing the present Memorandum of Understanding, including such
information that relates to the financial, accounting, legal and equity
situation, the business operations, contracts, personnel and any other
aspects relating to the business if the parties or their subsidiaries,
whether disclosed orally or in writing or by any other means of
communication (the "Confidential Information"). The parties also consider
the signature of the present Memorandum of Understanding as confidential.
13.2. The Confidential Information does not include:
- information that is considered as public knowledge to the extent
that the disclosure of such information is not due to any breach
by a party or to the latter's violating the present confidentiality
clause;
- information disclosed by a party which, when disclosed, was already
known to the other party by non-confidential means;
- information legally obtained from any person other than the persons
known by the parties to be bound by an obligation not to disclose
confidential information;
- information obtained through investigations independently carried
out by a party as long as the investigator(s) did not have access to
the Confidential Information, and the results of these independently
carried-out investigations are sustained by reliable and relevant
documents.
13.3. Without prejudice to that which is permitted by the present
confidentiality clause, the parties agree:
- not to disclose nor authorize disclosure of any Confidential
Information to any third party, in any manner whatsoever;
- to use the Confidential Information solely for purposes of
performing their contractual obligations set forth in the present
Memorandum of Understanding;
- not to disclose nor authorize disclosure of even the existence of
their discussions within the framework of the present Memorandum of
Understanding;
13.4. The parties are nevertheless authorized to disclose the Confidential
Information to their directors, managers, employees, agents,
representatives or counsel but only to the extent that such individuals
are required to have access to such information because of their
involvement in evaluating and utilizing the Confidential Information for
purposes of implementing the present Memorandum of Understanding. Aside
from those who, in light of their profession, are bound by an obligation
not to disclose confidential information, the parties shall assure and
guarantee that the persons referred to above agree to abide by the
confidentiality clause set forth in the present section, as if they were
party to this agreement
13.5. If a party is legally required to disclose all or part of the
Confidential Information, it will immediately inform the other party, by
facsimile transmission and registered mail, in order to enable the latter
to take all necessary protective measures or waive its rights under the
present confidentiality clause. In any event, if such protective measures
are taken or if a party waives its
<PAGE> 10
rights under the present confidentiality clause, the other party legally
required to disclose the Confidential Information shall only disclose what
would appear to be strictly required to be disclosed in light of its legal
obligation.
13.6. The parties acknowledge that the Confidential Information disclosed by
each party are its property. Therefore, should the present negotiations
fail and end for whatever reason, each party agrees to deliver to the
other, upon the latter's written request, the documents received
containing Confidential Information, as well as immediately destroy, with
written confirmation, all documents, spreadsheets, notes, reports and
memoranda prepared based on the Confidential Information. Also the parties
agree to delete definitively and completely all traces of contents of the
documents mentioned above, which may have been included in a computer, a
program (word processing or spreadsheet program or others) or preserved on
any electronic or computer devise.
13.7. In the event that the present Memorandum of understanding is rendered
void, as contemplated in Section 14.3. below, the obligations described in
the present confidentiality clause shall remain effective and enforceable
during a five-year term beginning as of the date on which the Protocol
becomes void.
14. Additional Definitive Agreements
14.1 The present Memorandum of Understanding contains the parties' agreement
on the essential elements of their agreement regarding the creation and
operation of the Common Subsidiary.
14.2. The parties shall do their utmost to negotiate and execute as early as
possible, and in any event before September 30, 1998, all of the
additional definitive agreements required for carrying out all aspects of
the present Memorandum of Understanding.
14.3. If, for extraordinary reasons, the agreements mentioned above are not
executed within the above mentioned time frame, and that there are no
reasonable possibilities for the agreements to be executed within the
following three months, the parties agree to meet and decide how they will
proceed.
15. Costs
Without prejudice to any specific agreements to be entered into, the parties
agree that all expenses (such as, for example, the cost for financial advice,
legal counsel, the costs incurred for conducting audits, etc.) shall be borne
by the party having incurred such expenses. The parties shall equally share the
joint expenses.
16. Nature of the Memorandum of Understanding
The present Memorandum of Understanding constitutes a binding and enforceable
obligation.
17. Governing Law and Arbitration
17.1. The present Memorandum of Understanding shall be governed in its
entirety by Belgian law.
17.2. Any dispute relating to the present Memorandum of Understanding shall be
resolved pursuant to the Rules of Conciliation and Arbitration of the
International Chamber of Commerce, by a panel of three arbitrator
appointed in accordance with the above- mentioned Rules. The place of
<PAGE> 11
arbitration shall be Paris and the language of arbitration shall be French.
18. Notification
The present Memorandum of Understanding shall be deemed without effect in the
event that the parties are unable to obtain any approvals of the Competition
Authorities that may be required.
Done in Paris, on June 3, 1998, in two originals, each party hereby
acknowledging having received one signed original.
LVI HOLDING N.V.
/s/
Dominique COLLINET
Chairman of the Board
LAFARGE, S.A.
/s/
Olivier LEGRAIN
Deputy General Manager
<PAGE> 12
Annex 1
*
___________
* Portions omitted pursuant to Rule 24b-2.
