SC TO-T/A
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3235-0515 |
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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. 9)
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*
$2,610,174,308 |
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Amount of filing fee**
$279,288.65
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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 $82.00 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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x |
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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1. |
Amount Previously Paid:
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$255,446.94 |
2. |
Amount Previously Paid:
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$23,841.71 |
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Form or Registration No.:
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Schedule TO-T |
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Form or Registration No.:
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Schedule TO-T/A |
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Filing Party:
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Lafarge S.A. |
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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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Date Filed:
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April 7, 2006 |
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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 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
This Amendment No. 9 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 amended 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 $85.50 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 (Offer to
Purchase) and the Supplement to the Offer to Purchase dated April 7, 2006 (the Supplement), in each
case as amended by
amendments to the Schedule TO filed by Parent with the SEC prior to the date hereof, and the
related revised (pink) Letter of Transmittal (which, as amended or supplemented from time to time,
together constitute the Amended Offer).
Item 4. Terms of the Transaction.
Section (a) of Item 4 is amended and supplemented as follows:
The price per
Common Share to be paid pursuant to the Amended Offer is being increased from
$82.00 per Common Share to $85.50 per Common Share, net to the seller in cash, without interest,
upon the terms and subject to the conditions set forth in the Offer to Purchase and the Supplement and
to be set forth in a second supplement to the Offer to Purchase and
in a related revised (gray)
Letter of Transmittal, copies of which will be distributed to shareholders of the Company.
The
Offer is extended to, and will expire at, 12:00 midnight, New York
City time, on Friday,
May 12, 2006, unless the Offer is extended further.
Item 12. Exhibits.
(a)(1)(xxvi) Press Release Issued by Lafarge S.A. on April 24, 2006.
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: April 24, 2006
EXHIBIT INDEX
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EXHIBIT |
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DESCRIPTION |
(a)(1)(xxvi)
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Press Release Issued by Lafarge S.A. on April 24, 2006. |