UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MONROC, INC.
----------------
(Name of Issuer)
Common Stock, Par Value $0.01
-----------------------------
(Title of Class of Securities)
610242-10-9
------------
(CUSIP Number)
Murray A. Indick
Richard C. Blum & Associates, L.P.
909 Montgomery Street, Suite 400
San Francisco, CA 94133
(415) 434-1111
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 29, 1998
----------------
(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 [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 15
CUSIP NO. 610242-10-9 SCHEDULE 13D Page 2 of 15
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON BCCP I, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3235684
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* WC
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 3,721,577**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 3,721,577**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,721,577**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.9%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 610242-10-9 SCHEDULE 13D Page 3 of 15
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON BUILDING AND CONSTRUCTION
CAPITAL PARTNERS, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3213369
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* WC
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 3,721,577**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 3,721,577**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,721,577**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.9%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 610242-10-9 SCHEDULE 13D Page 4 of 15
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RICHARD C. BLUM & ASSOCIATES, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3205364
- ------------------------------------------------------------------------------
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 ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 3,721,577**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 3,721,577**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,721,577**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.9%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN, IA
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 610242-10-9 SCHEDULE 13D Page 5 of 15
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RICHARD C. BLUM & ASSOCIATES, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-2967812
- ------------------------------------------------------------------------------
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 ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 3,721,577**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 3,721,577**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,721,577**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.9%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 610242-10-9 SCHEDULE 13D Page 6 of 15
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RICHARD C. BLUM
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 ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 3,721,577**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 3,721,577**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,721,577**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.9%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 610242-10-9 SCHEDULE 13D Page 7 of 15
This Amendment No. 1 amends the Statement on Schedule 13D (the "Schedule 13D")
filed with the Securities and Exchange Commission (the "Commission") on
January 6, 1996 by BCCP I, L.P., a California limited partnership ("BCCP I"),
Building and Construction Capital Partners, L.P., a California limited
partnership ("BCCP"), Richard C. Blum & Associates, L.P., a California limited
partnership ("RCBA L.P."); Richard C. Blum & Associates, Inc., a California
corporation ("RCBA Inc."); and Richard C. Blum, the Chairman and a substantial
shareholder of RCBA Inc. (collectively, the "Reporting Persons"). The
principal executive office and mailing address of the Issuer is 1730 Beck
Street, Salt Lake City, Utah 84116. The following amendments to Items 4 and 5
of the Schedule 13D are hereby made. Unless otherwise defined herein, all
capitalized terms shall have the meanings ascribed to them in the Schedule
13D.
Item 4. Purpose of Transaction
- -------------------------------
Item 4 of the Schedule 13D is hereby amended to add the following additional
information:
On January 29, 1998, the Issuer entered into an Agreement and Plan of Merger
(the "Merger Agreement") with U.S. Aggregates, Inc., a Delaware corporation
("USAI"), and Western Acquisition, Inc., a Delaware corporation and wholly
owned subsidiary of USAI ("Sub"), providing for the merger of Sub with and
into the Issuer (the "Merger"), with the Issuer continuing as the surviving
corporation and wholly owned subsidiary of USAI. Reference is made to the
Merger Agreement attached as Exhibit 2.1 to Form 8-K filed by the Issuer on
February 2, 1998.
Pursuant to a Voting Agreement dated January 29, 1998 (attached as Exhibit B
hereto) by and between USAI and BCCP I, BCCP I has agreed, among other things,
to vote its shares of Common Stock in favor of approval and adoption of the
Merger Agreement and the Merger.
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
Item 5 of the Schedule 13D is hereby amended as follows:
(a),(b) According to information furnished to the Reporting Persons by the
Issuer, there were 6,014,200 shares of Common Stock issued and outstanding as
of January 31, 1998 (including the 1,500,000 shares it may acquire pursuant to
exercise of the Warrant). Pursuant to the Securities Exchange Act of 1934
(the "Exchange Act"), BCCP I may beneficially own not only 1,650,000 shares of
Common Stock and the 1,500,000 shares it may acquire pursuant to exercise of
the Warrant, but also 243,506 unallocated shares held by the ESOP which will
be voted in accordance with the Board's determination, and 328,071 shares
owned by Colonial because of a voting agreement to vote such shares in favor
of BCCP's nominees for five years. Based on such information, Reporting
Persons may have beneficial ownership of 3,721,577 shares of Common Stock,
which represents 61.9% of the Issuer's outstanding Common Stock.
CUSIP NO. 610242-10-9 SCHEDULE 13D Page 8 of 15
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
Exhibit A Joint Filing Undertaking.
Exhibit B Voting Agreement dated January 29, 1998, between U.S. Aggregates,
Inc. and BCCP I.
CUSIP NO. 610242-10-9 SCHEDULE 13D Page 9 of 15
SIGNATURES
After reasonable inquiry and to the best or our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: February 5, 1998
RICHARD C. BLUM & ASSOCIATES, L.P. RICHARD C. BLUM & ASSOCIATES, INC.
By /s/ Murray A. Indick By /s/ Murray A. Indick
------------------------------- -----------------------------------
Murray A. Indick Murray A. Indick
Managing Director Managing Director, General Counsel
and General Counsel and Secretary
BCCP I, L.P
BUILDING AND CONSTRUCTION CAPITAL PARTNERS, L.P
By Richard C. Blum & Associates,
L.P., its General Partner
By /s/ Murray A. Indick
-------------------------------
Murray A. Indick
Managing Director
and General Counsel
By /s/ Murray A. Indick
-------------------------------------
RICHARD C. BLUM
By Murray A. Indick, Attorney-in-Fact
CUSIP NO. 610242-10-9 SCHEDULE 13D Page 10 of 15
Exhibit A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute this
agreement as an exhibit to this Schedule 13D to evidence the agreement of the
below-named parties, in accordance with the rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Schedule jointly on behalf of
each such party.
Dated: February 5, 1998
RICHARD C. BLUM & ASSOCIATES, L.P. RICHARD C. BLUM & ASSOCIATES, INC.
By /s/ Murray A. Indick By /s/ Murray A. Indick
------------------------------- -----------------------------------
Murray A. Indick Murray A. Indick
Managing Director Managing Director, General Counsel
and General Counsel and Secretary
BCCP I, L.P
BUILDING AND CONSTRUCTION CAPITAL PARTNERS, L.P
By Richard C. Blum & Associates,
L.P., its General Partner
By /s/ Murray A. Indick
-------------------------------
Murray A. Indick
Managing Director
and General Counsel
By /s/ Murray A. Indick
-------------------------------------
RICHARD C. BLUM
By Murray A. Indick, Attorney-in-Fact
CUSIP NO. 610242-10-9 SCHEDULE 13D Page 11 of 15
Exhibit B
VOTING AGREEMENT
This Voting Agreement is entered into as of January 29, 1998, between U.S.
Aggregates, Inc., a Delaware corporation ("Purchaser"), and Building and
Construction Capital Partners I, L.P., a California limited partnership (the
"Stockholder").
RECITALS
A. Pursuant to that certain Agreement and Plan of Merger dated as of January
29, 1998 (the "Merger Agreement") among Purchaser, Western Acquisition, Inc.,
a Delaware corporation and wholly owned indirect subsidiary of Purchaser
("Sub"), and Monroc, Inc., a Delaware corporation ("Monroc"), Sub will be
merged with and into Monroc (the "Merger").
B. The Stockholder is executing this Agreement as an inducement to Purchaser
to enter into and execute the Merger Agreement.
C. All capitalized terms used but not defined herein shall have the meanings
set forth in the Merger Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. Representations and Warranties of the Stockholder. The Stockholder hereby
represents and warrants to Purchaser:
(a) The Stockholder has all necessary power and authority to execute and
deliver this Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby. The execution and delivery of this
Agreement by the Stockholder and the consummation by the Stockholder of the
transactions contemplated hereby have been duly and validly authorized by the
Stockholder, and no other proceedings on the part of the Stockholder are
necessary to authorize the execution and delivery of this Agreement or to
consummate such transactions.
(b) The execution and delivery of this Agreement by the Stockholder do not,
and the performance of this Agreement by the Stockholder will not, result in a
violation of, or a default under, or conflict with, any contract, commitment,
agreement or arrangement which the Stockholder is a party or by which the
Stockholder is bound or affected, which violation, default or conflict would
materially and adversely affect the Stockholder's ability to perform its
obligations under this Agreement.
CUSIP NO. 610242-10-9 SCHEDULE 13D Page 12 of 15
(c) The Stockholder is the record holder of 1,650,000 shares of common stock,
par value $.01 per share, of Monroc (the "Shares"). The Stockholder has not
appointed or granted any proxy, which appointment or grant is still effective,
with respect to the Shares. Except for the Shares, the Stockholders is not
the record or beneficial owner of any shares of capital stock of Monroc.
2. Representations and Warranties of Purchaser. The Purchaser hereby
represents and warrants to the Stockholder:
(a) Purchaser has all necessary power and authority to execute and deliver
this Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this
Agreement by Purchaser and the consummation by Purchaser of the transactions
contemplated hereby have been duly and validly authorized by Purchaser, and no
other proceedings on the part of Purchaser are necessary to authorize the
execution and delivery of this Agreement or to consummate such transactions.
(b) The execution and delivery of this Agreement by Purchaser do not, and the
performance of this Agreement by Purchaser will not, result in a violation of,
or a default under, or conflict with, any contract, commitment, agreement or
arrangement which Purchaser is a party or by which Purchaser is bound or
affected, which violation, default or conflict would materially and adversely
affect Purchaser's ability to perform its obligations under this Agreement.
3. Disposition of Shares. During the term of this Agreement, the Stockholder
hereby covenants and agrees that it shall not transfer ownership of or pledge
any of its Shares unless the transferee or pledgee agrees in writing to be
bound by the terms and conditions of this Agreement.
4. Voting. During the term of this Agreement, the Stockholder hereby agrees
that at any meeting of the stockholders of Monroc, however called, and in any
action by consent of the stockholders of Monroc, the Stockholder shall vote
its Shares owned as of the date hereof or hereafter acquired (a) in favor of
adoption of the Merger Agreement and approval of the transactions contemplated
thereby and (b) against approval or adoption of any action or agreement (other
than the Merger Agreement or the transactions contemplated thereby) that would
impede, interfere with, delay, postpone or attempt to discourage the Merger or
reasonably be expected to result in a breach of the Merger Agreement;
provided, however, that the Stockholder has no obligation to vote in favor of
adoption of any agreement other than the Merger Agreement as presently
constituted or approval of any transaction other than those transactions
described in the Merger Agreement.
5. Proxy. During the term of this Agreement, the Stockholder hereby
constitutes and appoints Purchaser, or any nominee of Purchaser, with full
power of substitution, as his or its true and lawful attorney and proxy, for
and in his, her or its name, place and stead, to vote as his, her or its proxy
at any meeting of the stockholders of Monroc, however called (a) in favor of
adoption of the Merger Agreement and approval of the transactions contemplated
thereby and (b) against approval or adoption of any action or agreement (other
than the Merger Agreement or the transactions contemplated thereby) that would
CUSIP NO. 610242-10-9 SCHEDULE 13D Page 13 of 15
impede, interfere with, delay, postpone or attempt to discourage the Merger or
reasonably be expected to result in a breach of the Merger Agreement;
provided, however, that the Stockholder has no obligation and the Purchaser
has no authority to vote in favor of adoption of any agreement other than the
Merger Agreement as presently constituted or approval of any transaction other
than those transactions described in the Merger Agreement. The Purchaser may
sign such Stockholder's name to any written consent of the stockholders of
Monroc with respect to the Shares but only with respect to matters referenced
in clauses (a) and (b) of this Section 5 and subject to the limitations set
forth in Section 4 and this Section 5.
6. Waiver of Appraisal Rights. To the extent applicable, the Stockholder
hereby waives any rights of appraisal or rights to dissent from the Merger
that the Stockholder may have on the terms set forth in the Merger Agreement
in effect on the date hereof.
7. Termination. This Agreement shall terminate upon the earliest to occur of
(a) the consummation of the Merger or (b) the termination of the Merger
Agreement.
8. Specific Performance. The parties hereto agree that irreparable damage
would occur in the event any provision of this Agreement were not performed in
accordance with the terms hereof and that the parties shall be entitled to
specific performance of the terms hereof, in addition to any other remedy at
law or in equity.
9. Entire Agreement. This Agreement constitutes the entire agreement between
the parties hereto and supersedes all prior written and oral and all
contemporaneous oral agreements and understandings with respect to the subject
matter hereof.
10. Amendment; Waiver. This Agreement shall not be amended, altered or
modified except by an instrument in writing duly executed by each of the
parties hereto. No failure or delay on the part of any party in exercising
any right, power or remedy hereunder shall operate as a waiver hereof; nor
shall any single or partial exercise of any right, power or remedy preclude
any other future exercise thereof or the exercise of any other right, power or
remedy hereunder.
11. Assignment. Neither this Agreement nor any right or obligation hereunder
is assignable in whole or in part, whether by operation of law or otherwise,
by the parties to this Agreement without the express written consent of the
other parties, and any such attempted assignment shall be void and
unenforceable
12. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to the
principles of conflict of laws thereof.
CUSIP NO. 610242-10-9 SCHEDULE 13D Page 14 of 15
13. Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance is held
invalid, illegal or unenforceable, the validity, legality and enforceability
of any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.
14. Notices. All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given (and shall be deemed to have
teen duly given upon receipt) by delivery in person, by cable, telegram, telex
or telecopies, or by registered or certified mail (postage prepaid, return
receipt requested) to the respective parties as follows:
If to Purchaser:
U.S. Aggregates, Inc.
400 South El Camino Real
Suite 500
San Mateo, California 94402
Attn: Michael J. Stone
with a copy to:
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
Attn: John A. Schoenfeld, Esq.
If to Stockholder:
Richard Blum & Associates
909 Montgomery Street
Suite 400
San Francisco, California 94133
Attn: Murray A. Indick, Esq.
with copies to:
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
136 South Main Street
1000 Kearns Building
Salt Lake City, Utah 84101
Attn: Nolan S. Taylor, Esq.
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above
(provided that notice of any change of address shall be effective only upon
receipt thereof).
15. Descriptive Headings. The descriptive headings herein are inserted for
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this Agreement.
CUSIP NO. 610242-10-9 SCHEDULE 13D Page 15 of 15
16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. It shall not be
necessary for all parties hereto to execute the same counterpart(s) of this
Agreement for this Agreement to become effective
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the date first written above.
U.S. AGGREGATES, INC.
By: /s/ Michael J. Stone
Name: Michael J. Stone
Title: Chief Financial Officer
BUILDING AND CONSTRUCTION CAPITAL
PARTNERS I, L.P.
By: BUILDING AND CONSTRUCTION CAPITAL
PARTNERS, L.P., as general partner
By: /s/ Marc T. Scholvinck
Name: Marc T. Scholvinck
Title: Chief Financial Officer
Richard C. Blum & Associates, L.P.
its general partner
