SECURITIES AND EXCHANGE COMMISSION
Amendment No. 1 to
KIEWIT MATERIALS COMPANY
Common Stock, Par Value $0.01
Copies to:
Mark D. Kaufman
o | 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 going-private transaction subject to Rule 13e-3 | |
o issuer tender offer subject to Rule 13e-4 | o amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
This Amendment No. 1 to Tender Offer Statement on Schedule TO (this “Amendment No. 1”) relates to the offer by Jem Lear Acquisition Company, Inc. (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of Rinker Materials Corporation, a Georgia corporation (“Parent”), to purchase all the outstanding shares (the “Shares”) of common stock, par value $0.01 per share, of Kiewit Materials Company, a Delaware corporation (the “Company”) (including Shares that may be received upon the conversion of the Company’s 8.028% Series 2000A Convertible Debentures due 2010, 7.35% Series 2000B Convertible Debentures due 2010, 8.25% Series 2000C Convertible Debentures due 2010, 7.81% Series 2000D Convertible Debentures due 2010 and 6.60% Series 2001 Convertible Debentures due 2011), at a purchase price of $17.00 per Share, payable net to the seller in cash without interest, pursuant to the terms and subject to the conditions set forth in the Offer to Purchase, dated July 23, 2002 (the “Offer to Purchase”), and in the related Transmittal Letter (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO originally filed with the Securities and Exchange Commission on July 23, 2002 (the “Schedule TO”). This Amendment No. 1 is being filed on behalf of Purchaser and Parent solely to reflect additional materials that are being distributed to certain of the Company’s stockholders.
Item 12. Exhibits
(a)(1)(A) | Offer to Purchase, dated July 23, 2002.* | |
(a)(1)(B) | Form of Transmittal Letter.* | |
(a)(1)(C) | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* | |
(a)(1)(D) | Press Release of Rinker Materials Corporation, dated July 9, 2002 (incorporated by reference to Exhibit 99.1 to Schedule TO filed by Purchaser and Parent with the Securities and Exchange Commission on July 10, 2002). | |
(a)(1)(E) | Press Release of CSR Limited, dated July 10, 2002 (incorporated by reference to Exhibit 99.2 to Schedule TO filed by Purchaser and Parent with the Securities and Exchange Commission on July 10, 2002). | |
(a)(1)(F) | Press Release of Kiewit Materials Company, dated July 10, 2002 (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on July 10, 2002). | |
(a)(1)(G) | Summary Publication, dated July 23, 2002.* | |
(a)(1)(H) | Disclosure Statement for Canadian Residents, dated July 23, 2002.* | |
(a)(1)(I) | Stock Power and Related Correspondence. | |
(b) | Form of Loan Agreement of Rinker Materials Corporation.** | |
(d)(1) | Agreement and Plan of Merger, dated as of July 9, 2002, by and among Rinker Materials Corporation, Jem Lear Acquisition Company, Inc. and Kiewit Materials Company (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on July 10, 2002). | |
(d)(2) | Confidentiality Agreement, dated January 10, 2002, by and between Rinker Materials Corporation and Kiewit Materials Company.* |
* | Previously filed with the Schedule TO. |
** | Pursuant to Item 1007(d) of Regulation M-A, the name of the bank has been omitted from the Schedule TO but has been filed separately with the Securities and Exchange Commission. |
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SIGNATURE
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.
RINKER MATERIALS CORPORATION |
By: | /s/ THOMAS G. BURMEISTER |
Thomas G. Burmeister | |
Chief Financial Officer | |
JEM LEAR ACQUISITION COMPANY, INC. |
By: | /s/ THOMAS G. BURMEISTER |
Thomas G. Burmeister | |
Vice President and Treasurer |
Dated: July 26, 2002
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EXHIBIT INDEX
Exhibit | ||
Number | Description | |
(a)(1)(A) | Offer to Purchase, dated July 23, 2002.* | |
(a)(1)(B) | Form of Transmittal Letter.* | |
(a)(1)(C) | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* | |
(a)(1)(D) | Press Release of Rinker Materials Corporation, dated July 9, 2002 (incorporated by reference to Exhibit 99.1 to Schedule TO filed by Purchaser and Parent with the Securities and Exchange Commission on July 10, 2002). | |
(a)(1)(E) | Press Release of CSR Limited, dated July 10, 2002 (incorporated by reference to Exhibit 99.2 to Schedule TO filed by Purchaser and Parent with the Securities and Exchange Commission on July 10, 2002). | |
(a)(1)(F) | Press Release of Kiewit Materials Company, dated July 10, 2002 (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on July 10, 2002). | |
(a)(1)(G) | Summary Publication, dated July 23, 2002.* | |
(a)(1)(H) | Disclosure Statement for Canadian Residents, dated July 23, 2002.* | |
(a)(1)(I) | Stock Power and Related Correspondence. | |
(b) | Form of Loan Agreement of Rinker Materials Corporation.** | |
(d)(1) | Agreement and Plan of Merger, dated as of July 9, 2002, by and among Rinker Materials Corporation, Jem Lear Acquisition Company, Inc. and Kiewit Materials Company (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on July 10, 2002). | |
(d)(2) | Confidentiality Agreement, dated January 10, 2002, by and between Rinker Materials Corporation and Kiewit Materials Company.* |
* | Previously filed with the Schedule TO. |
** | Pursuant to Item 1007(d) of Regulation M-A, the name of the bank has been omitted from the Schedule TO but has been filed separately with the Securities and Exchange Commission. |