-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BGFh9VEeLaehbJeH9xp1bFu1xK+foYeBL5uqTU0GkMOrDC9YJmub2TUp1zGojz+T q6DRU1P7KUUWqjefBgHBBQ== 0000950133-06-002123.txt : 20060428 0000950133-06-002123.hdr.sgml : 20060428 20060428173803 ACCESSION NUMBER: 0000950133-06-002123 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060428 DATE AS OF CHANGE: 20060428 GROUP MEMBERS: JUDITH S. TANENBAUM GROUP MEMBERS: KILMER LCW LIMITED GROUP MEMBERS: LAWRENCE M. TANENBAUM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LAFARGE NORTH AMERICA INC CENTRAL INDEX KEY: 0000716783 STANDARD INDUSTRIAL CLASSIFICATION: CEMENT, HYDRAULIC [3241] IRS NUMBER: 581290226 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34692 FILM NUMBER: 06791381 BUSINESS ADDRESS: STREET 1: 12950 WORLDGATE DR. SUITE 500 CITY: HERNDON STATE: VA ZIP: 20170 BUSINESS PHONE: 7034803600 MAIL ADDRESS: STREET 1: 12950 WORLDGATE DR. SUITE 500 CITY: HERNDON STATE: VA ZIP: 20170 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kilmer Van Nostrand Co. LTD CENTRAL INDEX KEY: 0001353868 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 40 KING ST. WEST STREET 2: SUITE 2700 CITY: TORONTO STATE: A6 ZIP: M5H 3Y2 BUSINESS PHONE: (416) 635-6100 MAIL ADDRESS: STREET 1: 40 KING ST. WEST STREET 2: SUITE 2700 CITY: TORONTO STATE: A6 ZIP: M5H 3Y2 SC 13D/A 1 w20428sc13dza.txt AMENDMENT NO. 2 TO SCHEDULE 13D CUSIP No. 505862-10-2 SCHEDULE 13D (Amendment No. 2) OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response 14.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Lafarge North America Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $1.00 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 505862-10-2 - -------------------------------------------------------------------------------- (CUSIP Number) Michael Griffiths President & Chief Operating Officer Kilmer Van Nostrand Co. Limited 40 King Street West Suite 2700 Toronto, Ontario, Canada M5H 3Y2 (416) 635-6100 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 24, 2006 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SEC 1746 (3-06) CUSIP No. 505862-10-2 SCHEDULE 13D (Amendment No. 2) - -------------------------------------------------------------------------------- 1. Name of Reporting Person: I.R.S. Identification No. of above person (entities only). Kilmer Van Nostrand Co. Limited IRS. Identification No.: 98-0040359 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ..................................................................[ ] (b) ..................................................................[X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): SC, OO - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)....................................................[ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization:.............................Ontario 7. Sole Voting Power: 4,400,000* Number of ---------------------------------------------------- Shares 8. Shared Voting Power: 0 Beneficially ---------------------------------------------------- Owned by 9. Sole Dispositive Power: 4,400,000* Each ---------------------------------------------------- Reporting 10. Shared Dispositive Power: 0 Person With ---------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,400,000* - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)....................................................[ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 5.7%** - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): CO * Consists of 4,400,000 shares of Common Stock (the "Warrant Shares") underlying the Warrant (as defined in Item 6 of the Schedule 13D and subject to certain future adjustments set forth in the Warrant). Pursuant to Rule 13d-3, Determination of Beneficial Ownership, this number represents the maximum number of shares of Common Stock the Reporting Person could acquire assuming exercise in full of the Warrant (see Item 4 of the original Schedule 13D). ** Represents the percentage obtained by dividing (i) the number of Warrant Shares by (ii) the sum of (a) the number of shares of Common Stock outstanding as of March 31, 2006 as reported in Amendment No. 1 to the Company's Annual Report on Form 10-K/A filed with the Commission on April 28, 2006 and (b) the number of Warrant Shares. (see footnote * above) CUSIP No. 505862-10-2 SCHEDULE 13D (Amendment No. 2) - -------------------------------------------------------------------------------- 1. Name of Reporting Person: I.R.S. Identification No. of above person (entities only). Kilmer LCW Limited - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) .................................................................[ ] (b) .................................................................[X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): SC, OO - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)...................................................[ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: ..........................Ontario 7. Sole Voting Power: 4,400,000* Number of ---------------------------------------------------- Shares 8. Shared Voting Power: 0 Beneficially ---------------------------------------------------- Owned by 9. Sole Dispositive Power: 4,400,000* Each ---------------------------------------------------- Reporting 10. Shared Dispositive Power: 0 Person With ---------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,400,000* - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)....................................................[ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 5.7%** - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): CO * Consists of 4,400,000 shares of Common Stock (the "Warrant Shares") underlying the Warrant (as defined in Item 6 of the Schedule 13D and subject to certain future adjustments set forth in the Warrant). Pursuant to Rule 13d-3, Determination of Beneficial Ownership, this number represents the maximum number of shares of Common Stock the Reporting Person could acquire assuming exercise in full of the Warrant (see Item 4 of the original Schedule 13D). ** Represents the percentage obtained by dividing (i) the number of Warrant Shares by (ii) the sum of (a) the number of shares of Common Stock outstanding as of March 31, 2006 as reported in Amendment No. 1 to the Company's Annual Report on Form 10-K/A filed with the Commission on April 28, 2006 and (b) the number of Warrant Shares. (see footnote * above) CUSIP No. 505862-10-2 SCHEDULE 13D (Amendment No. 2) - -------------------------------------------------------------------------------- 1. Name of Reporting Person: I.R.S. Identification No. of above person (entities only). Lawrence M. Tanenbaum - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ..................................................................[ ] (b) ..................................................................[X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): SC, OO - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)....................................................[ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: ............................Canada 7. Sole Voting Power: 4,411,000*** Number of ---------------------------------------------------- Shares 8. Shared Voting Power: 0 Beneficially ---------------------------------------------------- Owned by 9. Sole Dispositive Power: 4,411,000*** Each ---------------------------------------------------- Reporting 10. Shared Dispositive Power: 0 Person With ---------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,411,000*** - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)....................................................[ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 5.7%**** - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): IN *** Consists of 4,400,000 shares of Common Stock (the "Warrant Shares") underlying the Warrant (as defined in Item 6 of the Schedule 13D and subject to certain future adjustments set forth in the Warrant) plus 11,000 shares of Common Stock (the "Option Shares") underlying immediately exercisable options granted pursuant the Report Person's service on the Company's Board of Directors (the "Director Options"). Pursuant to Rule 13d-3, Determination of Beneficial Ownership, this number represents the maximum number of shares of Common Stock the Reporting Person could acquire assuming exercise in full of the Warrant (see Item 4 of the original Schedule 13D) and the Director Options. **** Represents the percentage obtained by dividing (i) the sum of (a) the number of Warrant Shares and (b) the number of Option Shares by (ii) the sum of (c) the number of shares of Common Stock outstanding as of March 31, 2006 as reported in Amendment No. 1 to the Company's Annual Report on Form 10-K/A filed with the Commission on April 28, 2006, (d) the number of Warrant Shares and (e) the number of Option Shares. (see footnote *** above) CUSIP No. 505862-10-2 SCHEDULE 13D (Amendment No. 2) - -------------------------------------------------------------------------------- 1. Name of Reporting Person: I.R.S. Identification No. of above person (entities only). Judith S. Tanenbaum - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ..................................................................[ ] (b) ..................................................................[X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): SC, OO - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)....................................................[ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: ..........................Canada 7. Sole Voting Power: 4,400,000* Number of ---------------------------------------------------- Shares 8. Shared Voting Power: 0 Beneficially ---------------------------------------------------- Owned by 9. Sole Dispositive Power: 4,400,000* Each ---------------------------------------------------- Reporting 10. Shared Dispositive Power: 0 Person With ---------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,400,000* - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)....................................................[ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 5.7%** - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): IN * Consists of 4,400,000 shares of Common Stock (the "Warrant Shares") underlying the Warrant (as defined in Item 6 of the Schedule 13D and subject to certain future adjustments set forth in the Warrant). Pursuant to Rule 13d-3, Determination of Beneficial Ownership, this number represents the maximum number of shares of Common Stock the Reporting Person could acquire assuming exercise in full of the Warrant (see Item 4 of the original Schedule 13D). ** Represents the percentage obtained by dividing (i) the number of Warrant Shares by (ii) the sum of (a) the number of shares of Common Stock outstanding as of March 31, 2006 as reported in Amendment No.1 to the Company's Annual Report on Form 10-K/A filed with the Commission on April 28, 2006 and (b) the number of Warrant Shares. (see footnote * above) CUSIP No. 505862-10-2 SCHEDULE 13D (Amendment No. 2) The statement on Schedule 13D dated October 30, 2005, relating to the common stock, par value $1.00 per share (the "Common Stock"), of Lafarge North America Inc., a Maryland corporation ("Lafarge" or the "Company"), as amended by Amendment No. 1 thereto dated March 16, 2006 (as so amended, the "Schedule 13D"), is hereby amended as set forth in this Amendment No. 2 (this "Amendment No. 2"). This Amendment No. 2 is being filed jointly by Kilmer Van Nostrand Co. Limited, Kilmer LCW Limited, Lawrence M. Tanenbaum and Judith S. Tanenbaum (together, the "Reporting Persons") to report certain recent developments with respect to the Tender Offer, as defined below, and the intentions of the Reporting Persons with respect to the Tender Offer. This Amendment No. 2 reflects no changes in the previously reported holdings of the Reporting Persons. This Amendment No. 2 should be read in conjunction with, and is qualified in its entirety by reference to, the Schedule 13D. Except as disclosed in and expressly amended by this Amendment No. 2, all information set forth in the Schedule 13D is unaffected hereby. Item 6 of the Schedule 13D is hereby amended to add the following: ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER As previously reported, the Reporting persons are the beneficial owners of the Warrant to purchase 4,400,000 shares of Common Stock of Lafarge. On April 24, 2006, Lafarge S.A. announced that, in connection with its previously-announced tender offer for shares of Lafarge Common Stock that Lafarge does not already own through its wholly-owned subsidiary Efalar Inc. (the "Tender Offer"), it would increase the cash price in the Tender Offer to $85.50 per share of Common Stock. Lafarge also announced that the Special Committee of Lafarge's Board of Directors, of which Lawrence M. Tanenbaum is a member, unanimously resolved to recommend that the minority holders of shares of Common Stock accept the revised Tender Offer and Lafarge announced that each of the members of Lafarge's Special Committee of the Board of Directors, including Lawrence M. Tanenbaum, indicated their intention to tender their shares of Common Stock in response to the revised Tender Offer. The Reporting Persons currently intend to exercise the Warrant in the manner permitted under the Warrant in conjunction with the execution of the revised Tender Offer and intend to tender or cause to be tendered the shares of Common Stock received therefor in the Tender Offer. The foregoing summary does not purport to be a complete description of the terms and conditions of the Tender Offer or of Lafarge's announcement with respect thereto and is qualified in its entirety by reference to the Schedule 13D and the Exhibits thereto and the press release filed as Exhibit 1 hereto. Except as described in this Amendment No. 2, and as set forth in the Schedule 13D and the Exhibits attached thereto and incorporated therein by reference, to the best knowledge of each Reporting Person, there exist no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of CUSIP No. 505862-10-2 SCHEDULE 13D (Amendment No. 2) proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 is hereby amended to add the following: Exhibit 1. Press Release of Lafarge S.A., dated April 24, 2006. Exhibit 2. Joint Filing Agreement, dated as of April 27, 2006, by and among each of the Reporting Persons. CUSIP No. 505862-10-2 SCHEDULE 13D (Amendment No. 2) SIGNATURES After reasonable 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. KILMER VAN NOSTRAND CO. LIMITED Date: April 27, 2006 /s/ LAWRENCE M. TANENBAUM ---------------------- ------------------------- Name: Lawrence M. Tanenbaum Title: Chairman and Chief Executive Officer KILMER LCW LIMITED Date: April 27, 2006 /s/ LAWRENCE M. TANENBAUM ---------------------- ------------------------- Name: Lawrence M. Tanenbaum Title: President LAWRENCE M. TANENBAUM Date: April 27, 2006 /s/ LAWRENCE M. TANENBAUM ---------------------- ------------------------- Name: Lawrence M. Tanenbaum JUDITH S. TANENBAUM Date: April 27, 2006 /s/ JUDITH S. TANENBAUM ---------------------- ----------------------- Name: Judith S. Tanenbaum ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) EX-1 2 w20428exv1.txt EXHIBIT 1 CUSIP No. 505862-10-2 SCHEDULE 13D (Amendment No. 2) EXHIBIT 1 PRESS RELEASE Lafarge Increases Offer for Outstanding Minority Shares of Lafarge North America to $85.50 Per Share; Special Committee of Lafarge North America Resolves to Recommend Revised Offer APRIL 24, 2006 6:00 A.M. PARIS--(BUSINESS WIRE)--April 24, 2006 Lafarge, the world leader in building materials, today announced that it will amend its cash tender offer (the "Offer") for the remaining 46.8% minority stake in Lafarge North America (NYSE & TSX: LAF) that it does not own by increasing the offer price to $85.50 per share. The Special Committee of Lafarge North America's Board of Directors has unanimously resolved to recommend that the minority shareholders accept the revised offer and tender their shares, as and when the Offer is amended. The increased offer price represents a premium of 33% over Lafarge North America's closing stock price on February 3, 2006, the last trading day before Lafarge announced its intention to commence the tender offer. At this price, the transaction will create value for Lafarge shareholders, and Lafarge believes that this price will be extremely attractive for Lafarge North America shareholders. Bruno Lafont, Chief Executive Officer of Lafarge, said: "We are delighted that, with the decision of the Special Committee of Lafarge North America's Board to recommend the Offer, we can proceed expeditiously to complete our tender offer and to deliver the benefits of the transaction to the shareholders of both companies." All of the members of the Special Committee of independent directors of Lafarge North America who own shares have indicated that they will tender their shares in the revised offer. Lafarge North America's financial advisors, Merrill Lynch & Co. and The Blackstone Group L.P., have each rendered an opinion that the amended offer is fair to Lafarge North America's minority shareholders from a financial point of view. Lafarge has also extended the expiration date of its Offer for the outstanding common shares of Lafarge North America until 12:00 midnight, New York City time, on Friday, May 12 2006. The Offer had previously been scheduled to expire at 12:00 midnight, New York City time, on Friday, April 28, 2006. Shareholders who have already tendered their shares will receive the increased offer price of $85.50 per share and need not take any additional action in order to receive such price. In the event that Lafarge North America's Board of Directors declares a dividend in the second quarter, the offer price will be reduced by the amount of any dividend with a record date prior to the date the shares are accepted for payment in the Offer. The Offer is conditioned upon, among other things, the tender of a majority of the shares not held by Lafarge and its affiliates and the ownership by Lafarge of at least 90% of the outstanding 1 CUSIP No. 505862-10-2 SCHEDULE 13D (Amendment No. 2) shares. Any common shares not acquired in the tender offer are expected to be acquired in a subsequent merger at the same price as the tender offer. Concurrently with the increase in the offer price for common shares of Lafarge North America, Lafarge also announced that it will increase the offer price of its cash offer for all outstanding exchangeable preference shares of Lafarge Canada Inc. (TSX: LCI.PR.E), a subsidiary of Lafarge North America Inc., to $85.50 per share, and that the voting members of the Board of Lafarge Canada have unanimously resolved to recommend, on behalf of Lafarge Canada, that the minority shareholders accept the revised offer and tender their exchangeable preference shares, as and when the Offer is amended. The term of the offer for all outstanding exchangeable preference shares of Lafarge Canada has also been extended until 12:00 midnight, New York City time, on Friday, May 12, 2006. The offer for exchangeable preference shares was also scheduled to expire at 12:00 midnight, New York City time, on Friday, April 28, 2006. Lafarge stated that it expects to mail early next week to shareholders of Lafarge North America a supplement to its Offer to Purchase and to amend its tender offer statement on file in with the United States Securities and Exchange Commission to reflect the increased offer price and other relevant changes. Lafarge North America is expected to file and mail its amended Solicitation/Recommendation Statement on Schedule 14D-9 shortly thereafter. Lafarge and Lafarge North America have also reached an agreement in principle, subject to certain conditions including definitive documentation and court approval, to settle the pending litigation. Lafarge North America shareholders and other interested parties are urged to read the Tender Offer Statement on Schedule TO, as amended, the Offer to Purchase and any other documents relating to the tender offer that are filed with the United States Securities and Exchange Commission (the "SEC") because they contain important information. Lafarge North America shareholders will be able to receive such documents free of charge at the SEC's website, www.sec.gov, or by contacting Innisfree M&A Incorporated, the Information Agent for the transaction, at (877) 825-8730 for English speakers, (877) 825-8777 for French speakers or (212) 750-5833 for banks and brokers calling collect. Note to Editors Lafarge is the world leader in building materials, with top-ranking positions in all four of its businesses: Cement, Aggregates & Concrete, Roofing and Gypsum. With 80,000 employees in 75 countries, Lafarge posted sales of Euros 16 billions in 2005. Lafarge has been committed to sustainable development for many years, pursuing a strategy that combines industrial know-how with performance, value creation, respect for employees and local cultures, environmental protection and the conservation of natural resources and energy. Lafarge is the only company in the construction materials sector to be listed in the 2006 '100 Global Most Sustainable Corporations in the World'. To make advances in building materials, Lafarge places the customer at the heart of its concerns. It offers the construction industry and the general public innovative solutions bringing greater safety, comfort and quality to their everyday surroundings. Additional information is available on the web site at www.lafarge.com. Lafarge North America is one of the largest publicly traded construction materials providers in North America. Lafarge North America today is a 53.2%-owned subsidiary of Lafarge. 2 CUSIP No. 505862-10-2 SCHEDULE 13D (Amendment No. 2) Statements made in this press release that are not historical facts, with respect to the completion of the tender offer, the benefits and value creation of the transaction, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions ("Factors"), which are difficult to predict. Some of the Factors that could cause actual results to differ materially from those expressed in the forward-looking statements include, but are not limited to: whether the conditions of the tender offer will be satisfied; the cyclical nature of the Company's business; national and regional economic conditions in the countries in which the Company does business; currency fluctuations; seasonal nature of the Company's operations; levels of construction spending in major markets and, in particular, in North America; supply/demand structure of the industry; competition from new or existing competitors; unfavorable weather conditions during peak construction periods; changes in and implementation of environmental and other governmental regulations; our ability to successfully identify, complete and efficiently integrate acquisitions; our ability to successfully penetrate new markets; and other Factors disclosed in the Company's public filings with the French Autorite des Marches Financiers and the US Securities and Exchange Commission including the Company's Reference Document and Annual Report on Form 20-F. In general, the Company is subject to the risks and uncertainties of the construction industry and of doing business throughout the world. The forward-looking statements are made as of this date and the Company undertakes no obligation to update them, whether as a result of new information, future events or otherwise. CONTACT: Lafarge Communications Stephanie Tessier, 33-1 44-34-92-32 stephanie.tessier@lafarge.com or Lucy Wadge, 33-1 44-34-19-47 lucy.wadge@lafarge.com or Louisa Pearce-Smith, 33-1 44-34-18-18 louisa.pearce-smith@lafarge.com or Investor Relations Yvon Brind'Amour, 33-1 44-34-11-26 yvon.brindamour@lafarge.com or Daniele Daouphars, 33-1 44-34-11-51 daniele.daouphars@lafarge.com 3 EX-2 3 w20428exv2.txt EXHIBIT 2 CUSIP No. 505862-10-2 SCHEDULE 13D (Amendment No. 2) EXHIBIT 2 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Amendment No. 2 to Schedule 13D to which this agreement is attached as Exhibit 2, and any amendments thereto or to the Schedule 13D, will be filed with the Securities and Exchange Commission jointly on behalf of each of the undersigned. This agreement may be executed in more than one counterpart. Dated: April 27, 2006 KILMER VAN NOSTRAND CO. LIMITED /s/ LAWRENCE M. TANENBAUM ------------------------------------------------- Name: Lawrence M. Tanenbaum Title: Chairman and Chief Executive Officer KILMER LCW LIMITED /s/ LAWRENCE M. TANENBAUM ------------------------------------------------- Name: Lawrence M. Tanenbaum Title: President LAWRENCE M. TANENBAUM /s/ LAWRENCE M. TANENBAUM ------------------------------------------------- Name: Lawrence M. Tanenbaum JUDITH S. TANENBAUM /s/ JUDITH S. TANENBAUM ------------------------------------------------- Name: Judith S. Tanenbaum -----END PRIVACY-ENHANCED MESSAGE-----