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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 17, 1998
MEDUSA CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 1-1274-2 34-0394630
(State or other jurisdiction of (Commission file number) (IRS employer identification no.)
incorporation)
3008 MONTICELLO BOULEVARD 44118-1308
CLEVELAND HEIGHTS, OHIO
(Address of principal executive (Zip code)
offices)
Registrant's telephone number, including area code: (216) 371-4000
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT.
On March 18, 1998, Medusa Corporation issued a press release, a copy of
which is filed as Exhibit 99.1 hereto and incorporated herein by this reference.
The definitive agreement referred to in such press release is filed as Exhibit
2.1 hereto.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following material is filed as an exhibit to
this Current Report on Form 8-K:
Exhibit
Number Description of Exhibit
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2.1 Agreement and Plan of Merger dated as of March 17, 1998
between Medusa Corporation, Bedrock Merger Corp., and
Southdown, Inc.
99.1 Press Release dated March 18, 1998
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MEDUSA CORPORATION
By: /s/ ROBERT D. VILSACK
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Robert D. Vilsack
Title: Vice President, Secretary
and General Counsel
Dated: March 18, 1998
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger dated as of March 17, 1998
between Medusa Corporation, Bedrock Merger Corp., and
Southdown, Inc.
99.1 Press Release dated March 18, 1998