SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 1998
MEDUSA CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 1-1274-2 34-0394630
(State or other (Commission file (IRS employer
jurisdiction number) identification no.)
of incorporation)
3008 Monticello Boulevard
Cleveland Heights, Ohio 44118-1308
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:(216) 371-4000
Item 5. Other Events
On March 18, 1998, Medusa issued a press release, a
copy of which is filed as Exhibit 99.1 hereto and incorporated
herein by this reference. The definitive agreement referred to
in such press release is filed as Exhibit 2.1 hereto and
incorporated herein by this reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following material is filed as an
exhibit to this Current Report on Form 8-K:
Exhibit
Number Description of Exhibit
2.1* Agreement and Plan of Merger dated as of March 17,
1998 between Medusa Corporation, Bedrock Merger
Corp., and Southdown, Inc.
14.1 Letter Agreement dated April 1, 1998 between Medusa
Corporation and Southdown, Inc.
99.1* Press Release dated March 18, 1998
- --------------------
* Previously filed.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
MEDUSA CORPORATION
By: /s/ Robert D. Vilsack
Robert D. Vilsack
Title: Vice President,
Secretary and General Counsel
Dated: 27 April 1998
April 1, 1998
Mr. Robert D. Vilsack
Vice President - - General Counsel and Secretary
Medusa Corporation
3008 Monticello Blvd.
Cleveland Heights, Ohio 44118
Dear Bob:
In reviewing the Agreement and Plan of Merger, dated as of
March 17, 1998 ("Original Agreement"), among Medusa Corporation
("Medusa" or the "Company"), Southdown, Inc. ("Southdown") and
Bedrock Merger Corp. ("Subcorp"), our respective Ohio counsel
have concluded that Section 1.6 of the Original agreement
inappropriately provides that the directors and officers of the
Surviving Corporation from and after the Effective Date (as
defined in the Merger Agreement) will be the officers and
directors of Subcorp on the date of the Original Agreement.
Because of the terms of Medusa's Articles of Incorporation,
Section 1.6 should have provided the directors of the Company and
the officers of Subcorp on the date of the execution of the
Agreement will become the officers and directors of the Surviving
Corporation from and after the Effective Date, in the manner set
forth in "Annex A" attached hereto. Section 1.6 of the Original
Agreement should have been captioned "Directors and Officers of
Surviving Corporation." Additionally, in Section 1.5 of the
Original Agreement the blank for the name of the Surviving
Corporation should be "Southdown Medusa, Inc."
I suggest that the foregoing changes be made in the copy of
the Original Agreement that will be appended as Appendix A to our
Joint Proxy Statement/Prospectus. I further suggest that we
continue to refer to that document, including references made in
the related Registration Statement on Form S-4, as the Agreement
of Plan of merger dated as of March 17, 1998. To the extent
either of us has filed the Original Agreement with the Securities
and Exchange Commission as an exhibit to a Form 8-K or otherwise,
we may want to file a copy of this letter as an additional
exhibit to such filing.
If the foregoing is acceptable to Medusa, please sign a
counterpart of this letter in the space provided below and return
it to me for the files of Southdown and Subcorp.
Very truly yours,
/s/Patrick S. Bullard
Patrick S. Bullard
Authorized Officer of Southdown, Inc.
and Bedrock Merger Corp.
Agreed and accepted as of
April 1, 1998
Medusa Corporation
By: /s/ Robert D. Vilsack
Robert D. Vilsack
Authorized Officer
