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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9/A
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
(AMENDMENT NO. 3)
KIEWIT MATERIALS COMPANY
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(Name of Subject Company)
KIEWIT MATERIALS COMPANY
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(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
US49387R1005
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(CUSIP Number of Class of Securities)
Mark E. Belmont, Esq.
Vice President and General Counsel
Kiewit Materials Company
1100 Kiewit Plaza
Omaha, Nebraska 68131
(402) 536-3661
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(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
David K. Boston, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer
This Amendment No. 3 to Schedule 14D-9 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 of Kiewit Materials
Company, a Delaware corporation (the "Company"), filed with the Securities and
Exchange Commission (the "Commission") on July 23, 2002, as amended by Amendment
No. 1 thereto, filed with the Commission on August 19, 2002, and as further
amended by Amendment No. 2 thereto, filed with the Commission on August 20, 2002
(as amended, the "Schedule 14D-9"), with respect to the offer made by Jem Lear
Acquisition Company, Inc., a Delaware corporation ("Purchaser"), and a
wholly-owned subsidiary of Rinker Materials Corporation, a Georgia corporation
("Parent"), to purchase all of the outstanding shares of common stock, par value
$0.01 per share, of the Company (the "Shares"), at a purchase price of $17.00
per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in Purchaser's Offer to Purchase, dated July 23, 2002, and
in the related Transmittal Letter (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"). The Offer is
described in a Tender Offer Statement on Schedule TO, as the same may be amended
from time to time, that was initially filed by Parent and Purchaser with the
Commission on July 23, 2002.
Item 9. Exhibits
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by
adding the following exhibit:
"(a)(8) Information Sheet for telephone contacts with Kiewit Materials
Company Stockholders by employees of Kiewit Materials Company and/or Peter
Kiewit Sons', Inc."
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.
KIEWIT MATERIALS COMPANY
By: /s/ Donald E. Bowman
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Name: Donald E. Bowman
Title: Vice President and
Chief Financial Officer
Dated: September 11, 2002
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Exhibit No. Description
(a)(8) Information Sheet for telephone contacts with Kiewit Materials
Company Stockholders by employees of Kiewit Materials Company
and/or Peter Kiewit Sons', Inc.
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