UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 15)
Lafarge Corporation
(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
505862-10-2
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(CUSIP Number)
Alfred J. Ross, Jr., Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-7058
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 1, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
Page 1 of 17
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SCHEDULE 13D
CUSIP No. 505862-10-2
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(1) Name of Reporting Person
I.R.S. Identification No. of Above Person
LAFARGE
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(2) Check the Appropriate Box if Member of a Group [x] (a)
[ ] (b)
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(3) SEC Use Only
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(4) Source of Funds OO
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(5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Item 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization FRANCE
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Number of (7) Sole Voting Power 38,607,871
Shares -----------------------------------------------------
Beneficially (8) Shared Voting Power 0
Owned By -----------------------------------------------------
Each (9) Sole Dispositive Power 38,607,871
Reporting -----------------------------------------------------
Person (10) Shared Dispositive Power 0
With
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(11) Aggregate Amount Beneficially Owned by Each Reporting
Person 38,607,871
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(12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
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(13) Percent of Class Represented
by Amount in Row (11) 55.6%
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(14) Type of Reporting Person CO
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Page 2 of 17
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SCHEDULE 13D
CUSIP No. 505862-10-2
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(1) Name of Reporting Person
I.R.S. Identification No. of Above Person
CEMENTIA HOLDING A.G.
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(2) Check the Appropriate Box if Member of a Group [x] (a)
[ ] (b)
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(3) SEC Use Only
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(4) Source of Funds OO
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(5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Item 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization SWITZERLAND
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Number of (7) Sole Voting Power 15,449,073
Shares -----------------------------------------------------
Beneficially (8) Shared Voting Power 0
Owned By -----------------------------------------------------
Each (9) Sole Dispositive Power 15,449,073
Reporting -----------------------------------------------------
Person (10) Shared Dispositive Power 0
With
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(11) Aggregate Amount Beneficially Owned by Each Reporting
Person 15,449,073
--------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
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(13) Percent of Class Represented
by Amount in Row (11) 22.2%
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(14) Type of Reporting Person CO
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Page 3 of 17
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Item 1. Security and Issuer
This Statement amends and supplements the Schedule 13D dated
March 21, 1985, as previously amended and supplemented on April 24, 1986,
September 26, 1986, December 8, 1986, October 16, 1987, July 8, 1988, August 11,
1988, August 1, 1990, January 17, 1991, April 10, 1991, July 1, 1991, July 13,
1991, January 10, 1992, October 20, 1993, and April 7, 1997, relating to the
common stock, $1.00 par value par share (the "Common Stock"), of Lafarge
Corporation (the "Company"), filed by Lafarge and Cementia Holding A.G. Unless
otherwise defined or provided herein, all terms are used as defined in the
Schedule 13D which this Statement amends.
Item 2. Identity and Background
Item 2 is hereby amended and restated in its entirety as
follows:
"The persons filing this Statement are Lafarge ("Lafarge"), a
corporation organized under the laws of France, and Cementia Holding A.G.
("Cementia"), a corporation organized under the laws of Switzerland and a
subsidiary of Lafarge and a member of the Lafarge Group (as defined below).
Lafarge and Cementia are hereunder collectively referred to as the "Reporting
Persons". Lafarge, in February 1984, had previously filed a statement on
Schedule 13G with respect to the Common Shares.
The address of Lafarge's principal business and principal
office is 61, rue des Belles Feuilles, 75782 Paris, Cedex 16, France. The
address of Cementia's principal business and principal office is
Nuschelerstrasse 45, CH-8001 Zurich, Switzerland.
Lafarge and its subsidiary and affiliated companies ("Lafarge
Group") are principally engaged in the manufacture and sale of most types of
cement, concrete and aggregates, aluminous cement, plaster, refractory products
and formulated, ready-to-use products. The activities of the Lafarge Group are
carried out in numerous countries in Europe, North America, South America,
Africa, Asia and the Indian Ocean. Lafarge is a public company whose voting
securities are traded on various European stock exchanges.
Cementia holds investments in companies active in the building
materials industries in Europe, America, Africa and Asia and is also engaged in
cement trading and shipping. Cementia is a public company whose voting
securities are listed on the Zurich stock exchange. Approximately 98% of
Cementia's voting shares are controlled by the Lafarge Group.
The name, residence or business address, citizenship and
present principal occupation or employment of Lafarge's and Cementia's directors
and executive officers, and the name, address and principal business of the
corporation (if other than Lafarge or Cementia) in which such employment is
conducted, are listed on Schedules I and II, respectively.
During the last five years, neither of the Reporting Persons,
nor any of the persons listed as directors or executive officers of the
Reporting Persons, has been convicted in a criminal proceeding, excluding
traffic violations and similar misdemeanors.
During the last five years, neither of the Reporting Persons,
nor any of the persons listed as directors or executive officers of the
Reporting Persons, was a party to a
Page 4 of 17
<PAGE>
civil proceeding of a United States judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding at the end thereof the
following paragraphs:
On March 3, 1997, subsequent to the date of Amendment No. 14
to Schedule 13D, the Lafarge Group acquired an additional 152,618 Common Shares
pursuant to the Company's Optional Stock Dividend Plan at $22.42 per Common
Share.
On June 1, 1999, subsequent to the date of Amendment No.14 to
Schedule 13D, the Lafarge Group acquired an additional 164,167 Common Shares
pursuant to the Company's Optional Stock Dividend Plan at $32.09 per Common
Share.
On September 1, 1999, subsequent to the date of Amendment
No.14 to Schedule 13D, the Lafarge Group acquired an additional 201,121 Common
Shares pursuant to the Company's Optional Stock Dividend Plan at $26.31 per
Common Share.
On December 1, 1999, subsequent to the date of Amendment No.14
to Schedule 13D, the Lafarge Group acquired an additional 203,837 Common Shares
pursuant to the Company's Optional Stock Dividend Plan at $26.10 per Common
Share.
On March 1, 2000, subsequent to the date of Amendment No.14 to
Schedule 13D, the Lafarge Group acquired an additional 283,777 Common Shares
pursuant to the Company's Optional Stock Dividend Plan at $18.85 per Common
Share.
On June 1, 2000, subsequent to the date of Amendment No.14 to
Schedule 13D, the Lafarge Group acquired an additional 223,730 Common Shares
pursuant to the Company's Optional Stock Dividend Plan at $24.09 per Common
Share.
Item 5. Interest in Securities of the Issuer.
Item 5. is hereby amended and restated in its entirety as
follows:
"As of June 1, 2000, the Lafarge Group beneficially owned, in
the aggregate, 38,607,871 Common Shares (computed as provided in Rule
13D-3(d)(1) and including 488,520 shares which there is a right to acquire by
exchange of the Exchangeable Shares for Common Shares).
Included within the Lafarge Group's aggregate beneficial
ownership of Common Shares are 23,017,252 Common Shares (computed as provided in
Rule 13D-3(d)(1)) held of record and legally owned by Lafarge Holdings, in which
Lafarge owns 100% of the beneficial interest. For purposes of this Statement,
the 23,017,252 Common Shares held of record and legally owned by Lafarge
Holdings are reported as directly owned by the Lafarge Group.
Also included within the beneficial ownership of Common Shares
are 15,028,542 Common Shares (computed as provided in Rule 13D-3(d)(1)) held of
record and
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<PAGE>
legally owned by Paris-Zurich Holdings, in which Lafarge Holdings owns 48.88 %
and Cementia owns 51.12 % of the beneficial interest. For purposes of this
Statement, the 15,028,542 Common Shares held of record and legally owned by
Paris-Zurich Holdings are reported as directly owned by the Lafarge Group.
On a percentage basis, the Lafarge Group's aggregate ownership
of 38,607,871 Common Shares (computed as provided in Rule 13D-3(d)(1) and
including 488,520 shares which there is a right to acquire) represents the
ownership of 55.55 % of the outstanding Common Shares. All calculations of
percentages of Common Shares herein are based on the number of Common Shares as
reported by the Company to be outstanding as of March 6, 2000 in its annual
report for the year ended December 31, 1999 on Form 10-k. Lafarge and its
subsidiaries and affiliates beneficially own 38,607,871 Common Shares 55.55% of
the outstanding Common Shares). Cementia beneficially owns 15,028,542 Common
Shares 22.23 % of the Outstanding Common Shares) directly and as a result of
Cementia's right to acquire Lafarge Holdings' 48.88 % interest in Paris-Zurich
Holdings.
In addition to the Common Shares, there were on June 1, 2000
other outstanding securities with general voting rights in the Company. If all
outstanding securities beneficially owned by the Lafarge Group were exchanged
for Common Shares, the Common Shares and the other outstanding securities of the
Company beneficially owned by the Lafarge Group would represent, as of June 1,
2000, approximately 52.53 % of the total number of votes entitled to be cast at
a meeting of shareholders of the Company.
If all outstanding securities beneficially owned by the
Lafarge Group were converted into or exchanged for Common Shares, the Common
Shares and the outstanding securities of the Company held of record and legally
owned by Lafarge Holdings, would represent, as of June 1, 2000, approximately
31.32 % of the total number of votes entitled to be cast at a meeting of
shareholders of the Company. If all outstanding securities beneficially owned by
the Lafarge Group were converted into or exchanged for Common Shares, the Common
Shares held of record and legally owned, directly and indirectly, by Cementia
would represent, as of June 1, 2000, approximately 21.02 % of the total number
of votes entitled to be cast at a meeting of shareholders of the Company. For
purposes of this statement, all Company securities held of record and legally
owned by Lafarge Holdings and Paris-Zurich Holdings are reported as directly
owned by the Lafarge Group.
Page 6 of 17
<PAGE>
Subject to the terms of the Lafarge Holdings Trust Agreement
(filed as an Exhibit to Amendment No. 7 to Schedule 13D and incorporated herein
by reference), the Paris-Zurich Trust Agreement (filed as an Exhibit to
Amendment No. 9 and incorporated herein by reference) and the Settlor Agreement
(filed as an Exhibit to Amendment No. 9 and incorporated herein by reference),
Lafarge, directly and indirectly through the Lafarge Group, has the sole power
to vote or to direct the vote of, and the power to dispose, or direct the
disposition of, all the Common Shares beneficially owned by the Lafarge Group.
Cementia, which is approximately 98% owned by the Lafarge
Group, has the sole power to vote and to dispose of the 15,028,542 Common Shares
held of record and legally owned by Paris-Zurich Holdings.
On September 1, 1993, the Lafarge Group acquired an additional
87,130 Common Shares pursuant to the Company's Optional Stock Dividend Plan at
$17.076 per Common Share.
On October 13, 1993 Lafarge acquired 400,000 Common Shares at
$18.25 per Common Share and Cementia acquired 600,000 Common Shares at $18.25
per Common Share pursuant to the 1993 Stock Purchase Agreement. Pursuant to a
Stock Transfer Agreement dated as of October 13, 1993 by and between Cementia
and Paris-Zurich Holdings, Cementia transferred 600,000 Common Shares to
Paris-Zurich Holdings in consideration for 600,000 Paris-Zurich Beneficial
Shares, with a value of $18.25 per share. Pursuant to a Stock Transfer Agreement
dated as of October 13, 1993 by and between Lafarge and Lafarge Holdings,
Lafarge transferred 400,000 Common Shares to Lafarge Holdings in consideration
for 400,000 shares of beneficial interest - series E in Lafarge Holdings, with a
value of $18.25 per share. Pursuant to a Stock Transfer Agreement dated as of
October 13, 1993 by and between Lafarge Holdings and Paris-Zurich Holdings,
Lafarge Holdings transferred 400,000 Common Shares to Paris-Zurich Holdings in
consideration for 400,000 Paris-Zurich Beneficial Shares, with a value of $18.25
per share. These Common Shares are included in the 37,362,654 Common shares
owned by the Lafarge Group.
On December 1, 1993, the Lafarge Group acquired and additional
77,572 Common Shares pursuant to the Company's Optional Stock Dividend Plan at
$19.26 per Common Share.
On January 31, 1994, as the result of the exchange of
1,994,664 Exchangeable Shares into Common Shares by non-members of the Lafarge
Group, Lafarge Group's percentage of ownership of Common Shares decreased by
more than one percent. On February 28, 1994, as a result of exchange of 492,243
Exchangeable Shares into Common Shares by non-members of the Lafarge Group,
Cementia's percentage of ownership of Common Shares decreased by more than one
percent. Thereafter, Lafarge Group and Cementia's percentages of ownership of
Common Shares further decreased to 59.23% and 23.72%, respectively.
On March 1, 1994, the Lafarge Group acquired and additional
66,784 Common Shares pursuant to the Company's Optional Stock Dividend Plan at
$22.51 per Common Share.
Page 7 of 17
<PAGE>
On June 1, 1994, the Lafarge Group acquired and additional
117,531 Common Shares pursuant to the Company's Optional Stock Dividend Plan at
$20.71 per Common Share.
On September 1, 1994, the Lafarge Group acquired and
additional 129,290 Common Shares pursuant to the Company's Optional Stock
Dividend Plan at $18.89 per Common Share.
On December 1, 1994, the Lafarge Group acquired and additional
144,647 Common Shares pursuant to the Company's Optional Stock Dividend Plan at
$16.97 per Common Share.
On March 1, 1995, the Lafarge Group acquired and additional
147,419 Common Shares pursuant to the Company's Optional Stock Dividend Plan at
$16.696 per Common Share.
On June 1, 1995, subsequent to the date of Amendment No. 13 to
the Schedule 13D, the Lafarge Group acquired and additional 175,196 Common
Shares pursuant to the Company's Optional Stock Dividend Plan at $18.81 per
Common Share.
On September 1, 1995, the Lafarge Group acquired and
additional 166,000 Common Shares pursuant to the Company's Optional Stock
Dividend Plan at $19.95 per Common Share.
On November 30, 1995, Cementia exchanged 116,009 shares of
common stock of Lafarge against 30,017 Common Shares and 390,514 Exchangeable
Shares.
On December 1, 1995, the Lafarge Group acquired and additional
179,602 Common Shares pursuant to the Company's Optional Stock Dividend Plan at
$18.525 per Common Share.
On March 1, 1996, the Lafarge Group acquired and additional
188,979 Common Shares pursuant to the Company's Optional Stock Dividend Plan at
$17.694 per Common Share.
On June 3, 1996, the Lafarge Group acquired and additional
166,115 Common Shares pursuant to the Company's Optional Stock Dividend Plan at
$20.235 per Common Share.
On September 3, 1996, the Lafarge Group acquired and
additional 188,622 Common Shares pursuant to the Company's Optional Stock
Dividend Plan at $17.93 per Common Share.
On December 2, 1996, the Lafarge Group acquired and additional
196,386 Common Shares pursuant to the Company's Optional Stock Dividend Plan at
$18.382 per Common Share.
On December 12, 1996, all the Debentures held by the Lafarge
Group were redeemed by the Company at 101.4% of their principal amount. As a
result of this event,
Page 8 of 17
<PAGE>
Lafarge Group's percentage of ownership of Common Shares (computed as provided
in Rule 13D-3(d)(i)) decreased from 59.67% to 59.23%.
On March 3, 1997, subsequent to the date of Amendment No. 14
to Schedule 13D, the Lafarge Group acquired an additional 152,618 Common Shares
pursuant to the Company's Optional Stock Dividend Plan at $22.42 per Common
Share.
On June 1, 1999, subsequent to the date of Amendment No.14 to
Schedule 13D, the Lafarge Group acquired an additional 164,167 Common Shares
pursuant to the Company's Optional Stock Dividend Plan at $32.09 per Common
Share.
On September 1, 1999, subsequent to the date of Amendment
No.14 to Schedule 13D, the Lafarge Group acquired an additional 201,121 Common
Shares pursuant to the Company's Optional Stock Dividend Plan at $26.31 per
Common Share.
On December 1, 1999, subsequent to the date of Amendment No.14
to Schedule 13D, the Lafarge Group acquired an additional 203,837 Common Shares
pursuant to the Company's Optional Stock Dividend Plan at $26.10 per Common
Share.
On March 1, 2000, subsequent to the date of Amendment No.14 to
Schedule 13D, the Lafarge Group acquired an additional 283,777 Common Shares
pursuant to the Company's Optional Stock Dividend Plan at $18.85 per Common
Share.
On June 1, 2000, subsequent to the date of Amendment No.14 to
Schedule 13D, the Lafarge Group acquired an additional 223,730 Common Shares
pursuant to the Company's Optional Stock Dividend Plan at $24.09 per Common
Share.
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<PAGE>
Signature
After reasonable 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.
Date:
LAFARGE
By:
----------------------------------------
Name: Alfred J. Ross, Jr.
Attorney-in-Fact
Page 10 of 17
<PAGE>
Signature
After reasonable 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.
Date:
CEMENTIA HOLDING A.G
By:
----------------------------------------
Name: Max Vogeli
Title: Chief Financial Officer
Page 11 of 17
<PAGE>
Schedule I
Directors and Executive Officers of Lafarge
The name, residence or business address, citizenship and
present principal occupation or employment of Lafarge's directors and executive
officers, and the name, address and principal business of the corporation (if
other than Lafarge) in which such employment is conducted, are as follows:
Jean Bailly
61, rue des Belles Feuilles
75782 Paris, Cedex 16, France
French citizen
Honorary Chairman of Lafarge
Jean Francois
61, rue des Belles Feuilles
75782 Paris, Cedex 16, France
French Citizen
Honorary Chairman of Lafarge
Olivier Lecerf
61, rue des Belles Feuilles
75782 Paris, Cedex 16, France
French citizen
Honorary Chairman of Lafarge
Bertrand Collomb
61, rue des Belles Feuilles
75782 Paris, Cedex 16, France
French citizen
Chairman of the Board and Chief Executive Officer of Lafarge
Bernard Kasriel
61, rue des Belles Feuilles
75782 Paris, Cedex 16, France
French citizen
Director and Chief Operating Officer
Jacques Lefevre
61, rue des Belles Feuilles
75782 Paris, Cedex 16, France
French citizen
Director and Chief Operating Officer
Page 12 of 17
<PAGE>
Michael Blakenam
61, rue des Belles Feuilles
75782 Paris, Cedex 16, France
British citizen
President of Royal Botanic Gardens Kew
Director of Lafarge
Michel Bon
4, avenue de Camoens
75016 Paris, France
French citizen
Chairman and Chief Executive Officer
of France Telecom
Director of Lafarge
Guilherme Frering
61, rue des Belles Feuilles
75782 Paris, Cedex 16, France
President of Caemi
Mineracao e Metalurgiqua S.A. and of Cimento Mana
Director of Lafarge
Patrice le Hodey
61, rue des Belles Feuilles
75782 Paris, Cedex 16, France
Belgian citizen
Director of Lafarge
Bernard Isautier
26, avenue Foch
75016 Paris, France
French citizen
President of Hurricane Hydro-
carbons Ltd.
Director of Lafarge
Alain Joly
47, boulevard Lannes
75016 Paris, France
French citizen
Chairman and Chief Executive Officer of
L'Air Liquide S.A.
Director of Lafarge
Jean Keller
61, rue des Belles Feuilles
75782 Paris Cedex 16, France
French citizen
Director of Lafarge
Robert W. Murdoch
706 South Union Street
Page 13 of 17
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Alexandria, VA 22314
Canadian citizen
Director of Lafarge
Lindsay Owen-Jones
21, rue du Bois de Boulogne
92200 Neuilly sur Seine, France
British citizen
Chairman and Chief Executive Officer of L'Oreal
Director of Lafarge
Raphael Pavin de Lafarge
28, Quai Claude Bernard
69007 Lyon, France
French citizen
Chief Financial Officer of
Etablissement BAUMANN
Director of Lafarge
Michel Pebereau
14, bis rue Mouton-Duvernet
75014 Paris, France
French citizen
Chairman of Banque Nationale de Paris
A French banking institution
Director of Lafarge
Helene Ploix
61, rue des Belles Feuilles
75782 Paris, Cedex 16
France
French citizen
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Schedule II
Directors and Executive Officers of Cementia
The name, residence of business address, citizenship and
present principal occupation or employment of Cementia's directors and executive
officers, and the name, and principal business of the corporation (if other than
Cementia) in which such employment is conducted, are as follows:
Jean-Charles Blatz
Nuschelerstrasse 45
CH-8001 Zurich
Switzerland
French citizen
Member of Management Board of Cementia
Patrick Chapel
Haldenstrasse 65
CH 8048 Zurich
French citizen
Member of Management Board
Serge Feneuille
61, rue des Belles Feuilles
75782 Paris Cedex 16, France
French citizen
Senior Executive Vice President
of Lafarge
Manufacture and sale of cement,
concrete and aggregates, aluminous
cement, plaster, refractory products
and formulated ready-to-use products
Director of Cementia
Richard Flury
Weinplatz 3
CH 8001 Zurich
Swiss citizen
Chairman of Board of Directors
Bruno Lafont
61, rue des Belles Feuilles
75016 Paris Cedex 16, France
French citizen
Senior Executive Vice President and
Chief Financial Officer of Lafarge
Manufacture and sale of cement,
concrete and aggregates, aluminous
cement, plaster, refractory products and
formulated ready-to-use products
Page 15 of 17
<PAGE>
Director of Cementia
Jacques Lefevre
61, rue des Belles Feuilles
75782 Paris, Cedex 16, France
French citizen
Director and Managing Director
of Lafarge
Manufacture and sale of cement,
concrete and aggregates, aluminous
cement, plaster, refractory products,
formulated and ready-to-use products
Managing Director of Cementia
Alain Le Meur
2, Square Mignot
F 75116 Paris
French citizen
Member of Management Board
Charles Poncet
14, Cours des Bastions
1205 Geneve, Switzerland
Swiss Citizen
Attorney at Etude de Me. Charles Poncet
Director of Cementia
Ernst Schneider
Nuschelerstrasse 45
CH-8001 Zurich
Switzerland
Swiss Citizen
Honorary Chairman of the Board of Directors of Cementia
Urs Steinegger
Nuschelerstrasse 45
CH-8001 Zurich
Switzerland
Swiss Citizen
Director of Cementia
Dr. Georg Stucky
Nuschelerstrasse 45
CH-8001 Zurich
Switzerland
Swiss Citizen
Director of Cementia
Max Vogeli
Nuschelerstrasse 45
CH-8001 Zurich
Page 16 of 17
<PAGE>
Switzerland
Swiss Citizen
Member of Management Board and
Chief Financial Officer of Cementia
Werner Wildschek
Pappelweg 4
CH 8132 Egg
Swiss citizen
Member of Board of Directors
