<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-------------
(Amendment No. 3)
Richton International Corporation
- --------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.10 765516109
per share
- ----------------------------------- -----------------------------------
(Title of class of securities) (CUSIP number)
George H. Hempstead, III, c/o Hanson Industries
99 Wood Avenue South, Iselin, New Jersey 08830 (908) 603-6600
- --------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive
notices and communications)
February 22, 1995
- --------------------------------------------------------------------------
(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 the statement [_].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following page(s))
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<PAGE>
CUSIP No. 765516109 13D
1 NAME OF REPORTING PERSON: HANSON PLC
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF ENGLAND
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 258,600
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 258,600
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 258,600
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.0%
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
CUSIP No. 765516109 13D
1 NAME OF REPORTING PERSON: HANSON HOLDINGS (1) LTD.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF ENGLAND
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 258,600
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 258,600
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 258,600
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.0%
14 TYPE OF REPORTING PERSON: CO
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<PAGE>
CUSIP No. 765516109 13D
1 NAME OF REPORTING PERSON: HANSON OVERSEAS HOLDINGS LTD.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF ENGLAND
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 258,600
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 258,600
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 258,600
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.0%
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
CUSIP No. 765516109 13D
1 NAME OF REPORTING PERSON: HANSON HOLDINGS NETHERLANDS B.V.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF KINGDOM OF THE NETHERLANDS
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 258,600
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 258,600
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 258,600
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.0%
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
CUSIP No. 765516109 13D
1 NAME OF REPORTING PERSON: HM ANGLO-AMERICAN LTD.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 258,600
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 258,600
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 258,600
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.0%
14 TYPE OF REPORTING PERSON: CO
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<PAGE>
CUSIP No. 765516109 13D
1 NAME OF REPORTING PERSON: HANSON AMERICA INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 258,600
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 258,600
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 258,600
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.0%
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
CUSIP No. 765516109 13D
1 NAME OF REPORTING PERSON: HM HOLDINGS, INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 258,600
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 258,600
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 258,600
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.0%
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
CUSIP No. 765516109 13D
1 NAME OF REPORTING PERSON: KIDDE INDUSTRIES, INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 258,600
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 258,600
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 258,600
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.0%
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
This Statement amends and restates the Statement on Schedule
13D filed with the Securities and Exchange Commission (the
"Commission") by Kidde Industries, Inc. (as successor by merger to
Kidde Inc.) ("Kidde"), HM Holdings, Inc. ("HM Holdings"), Hanson
America Inc. ("Hanson America"), HM Anglo-American, Ltd. ("Anglo"),
Hanson Holdings Netherlands B.V. ("Netherlands"), Hanson Overseas
Holdings Limited ("Overseas"), Hanson Holdings (1) Limited ("HH-1")
and Hanson PLC (collectively referred to herein as the "Beneficial
Owners"), with respect to their beneficial ownership of the Common
Stock, par value $.10 per share ("Common Stock") of Richton
International Corporation, a Delaware corporation (the "Company"), as
previously amended by Amendments Nos. 1 and 2 thereto.
Item 1. Security and Issuer.
-------------------
This statement relates to the Common Stock. The address of
the principal executive office of the Company is 340 Main Street,
Madison, New Jersey 07960.
Item 2. Identity and Background.
-----------------------
(a) - (c), (f) Kidde, a Delaware corporation, is engaged
principally in the business of owning Grove Crane and of holding other
investments. The outstanding capital stock of Kidde is owned by HM
Holdings. HM Holdings, a Delaware corporation, is engaged principally
in the business of holding investments. The outstanding capital stock
of HM Holdings is owned .66% by Hanson PLC, 90.39% by Hanson America,
a Delaware corporation, and 9.04% by Netherlands, a company organized
under the laws of the Kingdom of the Netherlands. Hanson America is
the principal holding company for Hanson PLC's operating subsidiaries
in the United States. Netherlands is engaged principally in the
business of holding investments.
Hanson America is a direct wholly-owned subsidiary of Anglo,
a Delaware corporation. Each of Netherlands and Anglo is a direct
wholly-owned subsidiary of Overseas, an English company. Overseas is
a direct wholly-owned subsidiary of HH-1, an English company, which,
in turn, is a direct wholly-owned subsidiary of Hanson PLC, a public
limited company incorporated in England. Each of Anglo, Overseas and
HH-1 is principally engaged in the business of holding investments.
Hanson PLC is an industrial management company with
operating subsidiaries based principally in the United Kingdom and the
United States, employing approximately 74,000 people worldwide. In
the United Kingdom, Hanson PLC's principal
NYFS02...:\13\51513\0220\1733\13D2025W.380
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operating units are Imperial Tobacco Limited, which manufactures
tobacco products; ARC Limited, which produces aggregates, coated stone
and concrete products; and London Brick Company Limited and Butterley
Brick Limited, which produce clay bricks. In the United States,
Hanson PLC's principal operating units are Peabody Holding Company,
Inc., its subsidiaries and affiliates, which produce and market coal;
SCM Chemicals Inc., which produces titanium dioxide; Quantum Chemical
Company, which manufactures polyethylene and other industrial
chemicals; the Aggregates Group, which produces aggregates, sand and
gravel; Grove Worldwide, which manufacturers hydraulic lift cranes;
Suburban Propane Company, which is engaged in the retail distribution
of propane gas; and Cavenham Forest Industries, which harvests and
sells timber and manufactures lumber. Other Hanson PLC operating
units mine coal and manufacture a wide range of chemical, building,
industrial, consumer and material handling products in the United
Kingdom, the United States, Australia, South Africa and other
countries. In addition, Hanson PLC holds, indirectly, equity
interests in a number of public and private companies, including the
Company.
The principal business address of each of the Beneficial
Owners and the name, business address, citizenship and principal
occupation or employment of each director and executive officer of
each of the Beneficial Owners are listed on Schedule A.
(d) - (e) Neither any of the Beneficial Owners nor, to the
best of their knowledge, any of their respective directors and
executive officers has, during the last five years, (i) been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been a party to a civil proceeding of a
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 activities
subject to, federal or state securities laws or finding any violation
of such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Not applicable.
Item 4. Purpose of Transaction.
----------------------
On February 22, 1995, Hanson PLC announced that, subject to
shareholder approval and the satisfaction of certain other conditions,
it intends to transfer its non-core U.S. businesses, together with
certain equity interests in associated companies and real property
assets, to subsidiaries of U.S.
<PAGE>
<PAGE>
Industries, Inc. ("USI"), a newly-organized Delaware corporation. USI
will become a separate publicly traded company by means of a pro rata
dividend of its common stock by Hanson to Hanson shareholders. The
Common Stock will be among the equity interests to be transferred to
USI.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) (i) As of the date of this Amendment, Kidde was the
direct beneficial owner of 258,600 shares of Common Stock, which
constitute approximately 9.0% of the 2,890,570 shares of Common Stock
reported to be outstanding as of September 30, 1994.
(ii) By virtue of its ownership of all of the
outstanding shares of capital stock of Kidde, HM Holdings may be
deemed to be for purposes of this Schedule 13D, the beneficial owner
of all the shares of Common Stock beneficially owned by Kidde.
(iii) By virtue of their ownership of .66%, 90.39% and
9.04%, respectively, of the outstanding shares of capital stock of HM
Holdings, Hanson PLC, Hanson America and Netherlands may be deemed to
be, for purposes of this Schedule 13D, beneficial owners of all the
shares of Common Stock beneficially owned by HM Holdings.
(iv) By virtue of its ownership of all of the
outstanding capital stock of Hanson America, Anglo may be deemed to
be, for purposes of this Schedule 13D, the beneficial owner of all the
shares of Common Stock beneficially owned by Hanson America.
(v) By virtue of its ownership of all of the
outstanding capital stock of each of Anglo and Netherlands, Overseas
may be deemed to be, for purposes of this Schedule 13D, the beneficial
owner of all the shares of Common Stock beneficially owned by each of
Anglo and Netherlands.
(vi) By virtue of its ownership of all of the
outstanding capital stock of Overseas, HH-1 may be deemed to be, for
purposes of this Schedule 13D, the beneficial owner of all the shares
of Common Stock beneficially owned by Overseas.
(vii) By virtue of its ownership of all of the
outstanding capital stock of HH-1, Hanson PLC may be deemed to be, for
purposes of this Schedule 13D, the beneficial owner of all the shares
of Common Stock beneficially owned by HH-1.
<PAGE>
<PAGE>
(viii) Certain directors, executive officers and/or
employees of the Beneficial Owners may beneficially own shares of
Common Stock, directly or through individual employee savings plan
accounts. The Beneficial Owners disclaim beneficial ownership of any
such shares.
(b) (i) Each of the Beneficial Owners, by virtue of its
direct or indirect ownership of all of the outstanding capital stock
of Kidde, is deemed to have, with Kidde, shared power to vote or to
direct the vote and shared power to dispose or direct the disposition
of the 258,600 shares of Common Stock directly beneficially owned by
Kidde.
(ii) The Beneficial Owners have no power to vote,
direct the vote, dispose or direct the disposition of any shares of
Common Stock referred to in paragraph (a) (viii) above.
(c) None of the Beneficial Owners has effected any
transactions in the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
--------------------------------------------------------
with Respect to Securities of the Issuer.
----------------------------------------
The information contained in Item 4 is incorporated in this
Item 6 by reference.
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<PAGE>
SIGNATURES
----------
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: February 28, 1995
HANSON PLC
HANSON HOLDINGS (1) LIMITED
HANSON OVERSEAS HOLDINGS LIMITED
HANSON HOLDINGS NETHERLANDS B.V.
By: /s/ George H. Hempstead, III
----------------------------------------
George H. Hempstead, III
Attorney-in-Fact
HM ANGLO-AMERICAN, LTD.
HANSON AMERICA INC.
HM HOLDINGS, INC.
KIDDE INDUSTRIES, INC.
By: /s/ George H. Hempstead, III
----------------------------------------
George H. Hempstead, III
Vice President
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<PAGE>
Schedule A
----------
1. HANSON PLC
Set forth below are the name, business address and position
with Hanson PLC ("Hanson") and the present principal occupation or
employment of each director, associate director and executive officer
(as defined in the regulations of the Securities and Exchange
Commission (the "Commission")) of Hanson. The principal business
address of Hanson is One Grosvenor Place, London, SW1X 7JH, England,
and unless otherwise indicated, the business address of each person
listed below is the aforesaid address. Each person listed below whose
name is followed by an asterisk is a citizen of the United Kingdom.
Alexander C. Notter is a citizen of Switzerland. All others are
citizens of the United States.
Position with Hanson
and Present Principal
Name and Business Address Occupation or Employment
------------------------- ------------------------
Lord Hanson* Chairman
Derek C. Bonham* Deputy Chairman, Chief
Executive Officer and
Director
Martin G. Taylor* Vice Chairman and Director
David H. Clarke Vice Chairman and Director;
Hanson Industries Deputy Chairman and Chief
99 Wood Avenue South Executive Officer of
Iselin, NJ 08830 Hanson Industries, a
division of
Tillotson Commercial
Motors Limited, a
subsidiary of Hanson
Anthony G.L. Alexander* Chief Operating Officer and
Director
John G. Raos Director; President and
Hanson Industries Chief Operating Officer
99 Wood Avenue South of Hanson Industries
Iselin, NJ 08830
<PAGE>
<PAGE>
Schedule A
----------
Position with Hanson
and Present Principal
Name and Business Address Occupation or Employment
------------------------- ------------------------
Anthony R. Cotton* Director
Renison Goldfields
Consolidated Ltd.
Gold Fields House
24th Floor
1 Alfred Street
Sydney NSW 2000, Australia
Christopher D. Collins* Director
William M. Landuyt Finance Director
The Hon. Robert W. Hanson* Director
Graham Dransfield* Legal Director
Sir Christopher Harding MA* Non-executive Director
BET Public Limited Company
Stratton House
Piccadilly
London W1X 6AS, England
The Hon. Charles H. Price II Non-executive Director
Mercantile Bank of Kansas
City
Suite 300
One West Armour Blvd.
Kansas City, Missouri 64111
The Rt. Hon. Kenneth Baker CH Non-executive Director
MP*
Sir David Hardy FCA* Non-executive Director
1 Appold Street
Broadgate
London EC2A 2HE, England
Simon L. Keswick* Non-executive Director
Matheson & Co. Limited
3 Lombard Street
London EC3V 9AQ, England
Jonathan Scott-Barrett* Non-executive Director
Centaur Communications Limited
St. Giles House
50 Poland Street
London W1V 4AX, England
Ronald S. Fulford* Senior Associate Director
Malcolm J. Ablett* Associate Director
Mark A. Alexander Associate Director
Anthony Branson* Associate Director
<PAGE>
<PAGE>
Schedule A
----------
Position with Hanson
and Present Principal
Name and Business Address Occupation or Employment
------------------------- ------------------------
Andrew J.H. Dougal* Associate Director and
Deputy Finance Director
George H. Hempstead, III Associate Director
Robert E. Lee Associate Director
Karen B. Levy Non-executive Associate
Director
Kenneth J. Ludlam* Associate Director and Chief
Accountant
R. Ian Menzies-Gow* Associate Director
Alexander C. Notter Associate Director
Hanson PLC
3 quai du Mont Blanc
CH-1201
Geneva, Switzerland
John S. Oldford Associate Director
Dorothy E. Sander Associate Director
Craig C. Sergeant Associate Director
Edwin Silverstone Associate Director
David J. Snowdon* Associate Director
Paul Spencer* Associate Director and
Treasurer (U.K.)
Christopher J. Thomas* Associate Director
Peter J. Turner* Associate Director
John F. Whitehead* Associate Director
Yvette M. Newbold* Secretary
Management of the United States operations of Hanson is
provided by Hanson Industries, a division of Tillotson Commercial
Motors Limited, a subsidiary of Hanson. Set forth below are the name,
business address and position with Hanson Industries and the present
principal occupation or employment of each director and executive
officer (as defined in the regulations of the Commission) of Hanson
Industries. The principal business address of Hanson Industries and
the business address of each of the persons listed below is 99 Wood
Avenue South, Iselin, New Jersey 08830, except for the Lord White of
Hull, whose principal business address is 410 Park Avenue, New York,
New York 10022. Each person listed below is a citizen of the United
States,
<PAGE>
<PAGE>
Schedule A
----------
except for the Lord White of Hull, who is a citizen of the United
Kingdom.
Position with Hanson
Industries and
Present Principal
Name and Business Address Occupation or Employment
------------------------- ------------------------
The Lord White of Hull, KBE Chairman
David H. Clarke Director, Deputy Chairman
and Chief Executive
Officer
John G. Raos Director, President and Chief
Operating Officer
George H. Hempstead, III Director, Senior Vice
President and General
Counsel
Mark A. Alexander Vice President
Robert M. Brier Vice President - Finance
Charles D. Carpenter Vice President - Deputy
Chief Financial Officer
A.M. (Mickey) Foster Vice President
Robert E. Lee Vice President and Chief
Financial Officer
Frank V. Lloyd Vice President - Taxes
George H. MacLean Vice President
John S. Oldford Vice President
Dorothy E. Sander Vice President
Craig C. Sergeant Vice President
Edwin Silverstone Vice President
Peter J. Statile Vice President and
Controller
Christine Wubbolding Treasurer
<PAGE>
<PAGE>
Schedule A
----------
2. HANSON HOLDINGS (1) LIMITED
Set forth below are the name, business address and position
with Hanson Holdings (1) Limited ("HH-1") and the present principal
occupation or employment of each director and executive officer of HH-1.
The principal business address of HH-1 and the business address
of each person listed below is One Grosvenor Place, London SW1X 7JH,
England. Each person listed below is a citizen of the United Kingdom,
except for William M. Landuyt, who is a citizen of the United States.
Principal Occupation
Name Position or Employment
---- -------- --------------------
Malcolm J. Ablett Director See Part 1 of this
Schedule A
Derek C. Bonham Director See Part 1 of this
Schedule A
Anthony Branson Director See Part 1 of this
Schedule A
Andrew J.H. Dougal Director See Part 1 of this
Schedule A
Graham Dransfield Director See Part 1 of this
Schedule A
Ronald S. Fulford Director See Part 1 of this
Schedule A
William M. Landuyt Director See Part 1 of this
Schedule A
Kenneth J. Ludlam Director See Part 1 of this
Schedule A
R. Ian Menzies-Gow Director See Part 1 of this
Schedule A
Martin C. Murray Director See Part 1 of this
Schedule A
John H. Pattisson Director See Part 1 of this
Schedule A
David J. Snowdon Director See Part 1 of this
Schedule A
Paul Spencer Director See Part 1 of this
Schedule A
<PAGE>
<PAGE>
Schedule A
----------
Principal Occupation
Name Position or Employment
---- -------- --------------------
Peter J. Turner Director See Part 1 of this
Schedule A
3. HANSON OVERSEAS HOLDINGS LIMITED
Set forth below are the name, business address and position
with Hanson Overseas Holdings Limited ("Overseas") and present
principal occupation or employment of each director and executive
officer of Overseas. The principal business address is One Grosvenor
Place, London SW1X 7JH, England. Each person listed below is a
citizen of the United Kingdom, except for William M. Landuyt, who is a
citizen of the United States.
Principal Occupation
Name Position or Employment
---- -------- --------------------
Derek C. Bonham Director See Part 1 of this
Schedule A
Graham Dransfield Director See Part 1 of this
Schedule A
William M. Landuyt Director See Part 1 of this
Schedule A
Kenneth J. Ludlam Director See Part 1 of this
Schedule A
Paul Spencer Director See Part 1 of this
Schedule A
4. HANSON HOLDINGS NETHERLANDS B.V.
Set forth below are the name, business address, citizenship,
position with Hanson Holdings Netherlands B.V. ("Netherlands") and the
present principal occupation or employment of each director and
executive officer of Netherlands. The principal business address of
Netherlands is Schottegatwey-Oost, P.O. Box 3141, Curacao, Netherland
Antilles.
<PAGE>
<PAGE>
Schedule A
----------
Business Address
Citizenship and
Principal Occupation
Name Position or Employment
---- -------- --------------------
Brian A. Hellings Managing See Part 1 of this
2 Third Street Director Schedule A
Rumson, NJ 07760
John Farell Whitehead Managing Citizen of the United
Hirzel House, Director Kingdom;
Smith Street Chief Executive Officer
St. Peter Port, Hanson Island Management
Guernsey, Limited,
Channel Islands Hirzel House,
Smith Street,
St. Peter Port,
Guernsey,
Channel Islands
Johan Wilhelm Eduard Managing Citizen of the Kingdom
Moret Director of the Netherlands;
Dr. H. Fergusonweg
Residencias Gaito 1
Apartment 11A
Curacao
Netherlands Antilles
Edmund Franklin Promes Managing Citizen of the Kingdom
Julianaplein 22, Director of the Netherlands;
Willemstad, Partner of the law firm:
Curacao, Promes, Trenite van
Netherlands Antilles Doorne
Julianaplein 22,
Willemstad,
Curacao,
Netherlands Antilles
Rudolphus Franciscus Managing Citizen of the Kingdom
Maria Scholten Director of the Netherlands;
Kaya W F G (Jombi) Antillean Management
Mensing 36 Corporation "AMACO"
Curacao, Kaya W F G (Jombi)
Netherlands Antilles Mensing 36,
Curacao
Netherlands Antilles
<PAGE>
<PAGE>
Schedule A
----------
5. HM ANGLO-AMERICAN LTD.
Set forth below are the name, business address, citizenship,
position with HM Anglo-American Ltd. ("Anglo") and present principal
occupation or employment of each director and executive officer of
Anglo. The principal business address of Anglo is 410 Park Avenue,
New York, New York 10022. Unless otherwise indicated, the business
address of each person listed below is 99 Wood Avenue South, Iselin,
New Jersey 08830.
Citizenship and
Principal
Name and Occupation
Business Address Position or Employment
---------------- -------- ---------------
The Lord White of Hull, KBE Chairman See Part 1 of
410 Park Avenue this
New York, NY 10022 Schedule A
David H. Clarke Deputy See Part 1 of
Chairman, this
Director and Schedule A
Chief
Executive
Officer
John G. Raos Director, See Part 1 of
President and this
Chief Schedule A
Operating
Officer
George H. Hempstead, III Director, See Part 1 of
Senior Vice this
President Schedule A
and Secretary
Mark A. Alexander Vice President See Part 1 of
this
Schedule A
Robert M. Brier Vice President See Part 1 of
- Finance this
Schedule A
Charles D. Carpenter Vice President See Part 1 of
- Deputy Chief this
Financial Schedule A
Officer
<PAGE>
<PAGE>
Schedule A
----------
Citizenship and
Principal
Name and Occupation
Business Address Position or Employment
---------------- -------- ---------------
A.M. (Mickey) Foster Vice President See Part 1 of
this
Schedule A
Robert E. Lee Vice President See Part 1 of
and Chief this
Financial Schedule A
Officer
Frank V. Lloyd Vice President See Part 1 of
- Taxes this
Schedule A
George H. MacLean Vice President See Part 1 of
and Assistant this
Secretary Schedule A
Dorothy E. Sander Vice President See Part 1 of
this
Schedule A
Peter J. Statile Vice President See Part 1 of
and Controller this
Schedule A
Christine Wubbolding Treasurer See Part 1 of
this
Schedule A
6. HANSON AMERICA INC.
Set forth below are the name, business address, citizenship,
position with Hanson America Inc. ("Hanson America") and present
principal occupation or employment of each director and executive
officer of Hanson America. The principal business address of Hanson
America is 2644 Capitol Trail, Suite B1, Newark, Delaware 19711.
Citizenship and
Principal
Name and Occupation
Business Address Position or Employment
---------------- -------- ---------------
The Lord White of Hull, Chairman See Part 1 of
KBE this Schedule A
David H. Clarke Deputy See Part 1 of
Chairman, this Schedule A
Director and
Chief Executive
Officer
<PAGE>
<PAGE>
Schedule A
----------
Citizenship and
Principal
Name and Occupation
Business Address Position or Employment
---------------- -------- ---------------
John G. Raos Director, See Part 1 of
President and this Schedule A
Chief Operating
Officer
George H. Hempstead, III Director, See Part 1 of
Senior Vice this Schedule A
President
and Secretary
Mark A. Alexander Vice President See Part 1 of
this Schedule A
Robert M. Brier Vice President See Part 1 of
- Finance this Schedule A
Charles D. Carpenter Vice President See Part 1 of
- Deputy Chief this Schedule A
Financial
Officer
A.M. (Mickey) Foster Vice President See Part 1 of
this Schedule A
Robert E. Lee Vice President See Part 1 of
and Chief this Schedule A
Financial
Officer
Frank V. Lloyd Vice President See Part 1 of
- Taxes this Schedule A
George H. MacLean Vice President See Part 1 of
and Assistant this Schedule A
Secretary
Dorothy E. Sander Vice President See Part 1 of
this Schedule A
Peter J. Statile Vice President See Part 1 of
and Controller this Schedule A
Christine Wubbolding Treasurer See Part 1 of
this Schedule A
7. HM HOLDINGS INC.
Set forth below are the name, business address, citizenship,
position with HM Holdings Inc. ("HM Holdings") and present principal
occupation or employment of each director and
<PAGE>
<PAGE>
Schedule A
----------
executive officer of HM Holdings. The principal business address of
HM Holdings is 99 Wood Avenue South, Iselin, NJ 08830.
Citizenship and
Principal
Name and Occupation
Business Address Position or Employment
---------------- -------- ---------------
The Lord White of Hull, Chairman See Part 1 of this
KBE Schedule A
David H. Clarke Deputy See Part 1 of this
Chairman, Schedule A
Director and
Chief
Executive
Officer
John G. Raos Director, See Part 1 of this
President and Schedule A
Chief
Operating
Officer
George H. Hempstead, III Director, See Part 1 of this
Senior Vice Schedule A
President
and Secretary
Mark A. Alexander Vice President See Part 1 of this
Schedule A
Robert M. Brier Vice President See Part 1 of this
- Finance Schedule A
Charles D. Carpenter Vice President See Part 1 of this
- Deputy Chief Schedule A
Financial
Officer
A.M. (Mickey) Foster Vice President See Part 1 of this
Schedule A
Robert E. Lee Vice President See Part 1 of this
and Chief Schedule A
Financial
Officer
Frank V. Lloyd Vice President See Part 1 of this
- Taxes Schedule A
<PAGE>
<PAGE>
Schedule A
----------
Citizenship and
Principal
Name and Occupation
Business Address Position or Employment
---------------- -------- ---------------
George H. MacLean Vice President See Part 1 of this
and Assistant Schedule A
Secretary
John S. Oldford Vice President See Part 1 of this
Schedule A
Dorothy E. Sander Vice President See Part 1 of this
Schedule A
Craig C. Sergeant Vice President See Part 1 of this
Schedule A
Edwin Silverstone Vice President See Part 1 of this
Schedule A
Peter J. Statile Vice President See Part 1 of this
and Controller Schedule A
Christine Wubbolding Treasurer See Part 1 of this
Schedule A
8. KIDDE INDUSTRIES, INC.
Set forth below are the name, business address, citizenship,
position with Kidde Industries, Inc. ("Kidde") and present principal
occupation or employment of each director and executive officer of
Kidde. The principal business address of Kidde is 99 Wood Avenue
South, Iselin, N. J. 08830.
Citizenship and
Principal
Name and Occupation
Business Address Position or Employment
---------------- -------- ---------------
John G. Raos President See Part 1 of this
Schedule A
George H. Hempstead, III Director, Senior See Part 1 of this
Vice President, Schedule A
Secretary
Robert E. Lee Vice President See Part 1 of this
and Chief Schedule A
Financial
Officer
Robert M. Brier Vice President See Part 1 of this
-Finance Schedule A
<PAGE>
<PAGE>
Schedule A
----------
Citizenship and
Principal
Name and Occupation
Business Address Position or Employment
---------------- -------- ---------------
Peter J. Statile Vice President See Part 1 of this
and Controller Schedule A
Robert C. Stift Director and See Part 1 of this
Vice President Schedule A
G. Fred Heidinger Vice President See Part 1 of this
Schedule A
James A. Kolinski Vice President See Part 1 of this
Schedule A
Christine Wubbolding Treasurer See Part 1 of this
Schedule A
Edwin Silverstone Director See Part 1 of this
Schedule A
