SC TO-T/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or
13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)
LAFARGE NORTH AMERICA INC.
(Name of Subject Company (issuer))
EFALAR INC.
a wholly owned subsidiary of
LAFARGE S.A.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
505862-10-2
(CUSIP Number of Class of Securities)
Laurent Alpert
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
Telephone: (212) 225-2340
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing
persons)
Calculation of Filing Fee
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Transaction valuation*
$2,387,354,550 |
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Amount of filing fee**
$255,446.94
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*Estimated for purposes of calculating the amount of filing fee
only. The calculation assumes the purchase of all outstanding
shares of common stock, par value $1.00 per share, of
Lafarge North America Inc., a Maryland corporation, other than
the shares owned by Lafarge S.A. and its subsidiaries, at a
purchase price of $75.00 per share, net to the seller in
cash. As of December 31, 2005 there were
71,436,455 shares of common stock outstanding, of which
39,605,061 shares are owned by Lafarge S.A. and its
subsidiaries. As a result, this calculation assumes the purchase
of 31,831,394 shares.
**the amount of filing fee is calculated in accordance with
Rule 240.0-11 of the Securities Exchange Act of 1934, as
amended, and Fee Rate Advisory No. 5 for fiscal year 2006
issued by the Securities and Exchange Commission on
November 23, 2005. Such fee equals 0.010700% of the
transaction value.
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Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the Form or Schedule and
the date of its filing. |
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Amount Previously Paid:
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$255,446.94 |
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Form or Registration No.:
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Schedule TO-T |
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Filing Party:
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Lafarge S.A. |
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Date Filed:
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February 21, 2006 |
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions
to which the statement relates:
x third-party
tender offer subject to
Rule 14d-1.
o issuer
tender offer subject to
Rule 13e-4.
x going-private
transaction subject to
Rule 13e-3.
o amendment
to Schedule 13D under
Rule 13d-2.
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SEC2559 (6-05)
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Persons who respond to the collection of information
contained in this form are not required to respond unless the
form displays a currently valid OMB control number. |
Check the following box if the filing is a final amendment
reporting the results of the tender
offer: o
TABLE OF CONTENTS
This Amendment No. 3 amends and supplements the Tender Offer Statement and Rule 13E-3
Transaction Statement filed under cover of Schedule TO (this “Schedule TO”) with the Securities and
Exchange Commission (“SEC”) on February 21, 2006, by Lafarge S.A., a French société anonyme
(“Parent”) and Efalar Inc., a Delaware corporation and direct, wholly-owned subsidiary of Parent
(“Purchaser”). This Schedule TO relates to the offer by Purchaser to purchase all outstanding
shares of common stock, par value $1.00 per share (“Common Shares”), of Lafarge North America Inc.,
a Maryland corporation (the “Company”) not owned by Parent and its subsidiaries, at a purchase
price of $75.00 per Common Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated February 21, 2006 (“the Offer to Purchase”)
and the related Letter of Transmittal (which, as amended or supplemented from time to time,
together constitute the “Offer”).
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
The following is inserted after the
last paragraph under “SPECIAL FACTORS — Section
1. Background,” on page 14 of the Offer to Purchase:
“At the request of the Special Committee, on March 9, 2006 representatives of Merrill Lynch
(consisting of Mr. Steven A. Baronoff, Mr. Brian R. Hogan, Jr.,
Mr. Jeffrey B. Rose and Mr. Gregory C. Starkins) and representatives of JPMorgan
(consisting of Mr. Jimmy Elliott, Ms. Anu Aiyengar, Mr. Aaron J. Rubin and
Ms. Radhika Bhatia) met. At that meeting, Merrill Lynch presented to JPMorgan an
outlook by management of the Company for 2006 revising the 2006 Annual Budget previously presented
by management to the Board of Directors of the Company on January 31, 2006.
See “SPECIAL FACTORS — Section 5. Certain Projected
Company Financial Information,” of the Offer to Purchase for excerpts from the
January 31, 2006 Annual Budget and the 2006 outlook.
Merrill Lynch indicated at this meeting that the Special Committee might instruct its
financial advisors to request one or more further meetings with the financial advisors of
Parent to present and discuss the views of the Special Committee and its advisors as to the
Offer and inquired whether Parent would agree to such meetings. JPMorgan indicated that
Parent would agree to reasonable requests for further meetings for
this purpose. There can be no assurances that any of these meetings
will result in any agreement on any matter.”
Item 13. Information Required by Schedule 13E-3.
Item 8. Fairness of the Transaction.
The following is inserted before the last sentence under “SPECIAL FACTORS — Section 5. Certain
Projected Company Financial Information,” on page 27 of the
Offer to Purchase:
“On March 9, 2006, Merrill Lynch presented to JPMorgan the “outlook” specified in the February 16, 2006 letter. The
“outlook” contemplates sales of $4,745 million and operating income of
$663 million for 2006.”
The last paragraph under “SPECIAL FACTORS—Section 5.
Certain Projected Company Financial Information,” on page 26 of
the Offer to Purchase is moved to the end of “SPECIAL
FACTORS—Section 5. Certain Projected Company Financial
Information,” on page 27. The first sentence of the paragraph is
amended to read as follows:
“The
financial objectives, budget information and 2006 “outlook”
prepared by the Company, as well as the projections prepared by
Parent, were prepared for internal use and not with a view to
publication.”
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.
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LAFARGE S.A.
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By: |
/s/ Michel Bisiaux
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Michel Bisiaux |
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Corporate Secretary |
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EFALAR INC.
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By: |
/s/ Michel Bisiaux
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Michel Bisiaux |
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Secretary |
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Dated: March 9, 2006