-----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, E/DXrTviYCI1HhfKTNrbP8ePTLTpX0ueW/RpFk1RsF9F9/lfwlxyzstCRKX8Wvam bCmeR70S8dj4UsMpFsbaJw== 0000950133-06-002629.txt : 20060519 0000950133-06-002629.hdr.sgml : 20060519 20060519160737 ACCESSION NUMBER: 0000950133-06-002629 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060519 DATE AS OF CHANGE: 20060519 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: 06855526 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 w21547sc13dza.htm AMENDMENT NO. 3 TO SCHEDULE 13D sc13dza
 

CUSIP No. 505862-10-2   SCHEDULE 13D (Amendment No. 3)    
     
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3 )*

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)
May 15, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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).

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.

 
 


 

                     
CUSIP No.
 
505862-10-2 

 

           
1   NAMES OF REPORTING PERSONS:

Kilmer Van Nostrand Co. Limited
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
  98-0040359
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  SC, BK
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Ontario
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  0
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO


 

                     
CUSIP No.
 
505862-10-2 

 

           
1   NAMES OF REPORTING PERSONS:

Kilmer LCW Limited
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  SC, BK
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Ontario
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  0
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO


 

                     
CUSIP No.
 
505862-10-2 

 

           
1   NAMES OF REPORTING PERSONS:

Lawrence M. Tanenbaum
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  SC, BK
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Canada
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  0
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN


 

                     
CUSIP No.
 
505862-10-2 

 

           
1   NAMES OF REPORTING PERSONS:

Judith S. Tanenbaum
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  SC, BK
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Canada
       
  7   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  0
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN


 

CUSIP No. 505862-10-2   SCHEDULE 13D (Amendment No. 3)    
     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 (the “Company”), as amended by Amendment No. 1 thereto dated March 16, 2006 and Amendment No. 2 thereto dated April 24, 2006 (as so amended, the “Schedule 13D”), is hereby amended as set forth in this Amendment No. 3 (this “Amendment No. 3”). This Amendment No. 3 is being filed jointly by Kilmer Van Nostrand Co. Limited (“KVN”), Kilmer LCW Limited (“LCW”), Lawrence M. Tanenbaum (“Tanenbaum”) and Judith S. Tanenbaum (together, the “Reporting Persons”) to report certain recent developments with respect to the Tender Offer and Merger, as defined below. As a result of such developments and the dispositions described herein, each of the Reporting Persons are now deemed the beneficial owner of less than 5% of the Common Stock of the Company.
     This Amendment No. 3 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. 3, all information set forth in the Schedule 13D is unaffected hereby.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended to add the following:
     The funds used to finance the exercise of the Warrant, as defined below, were borrowed on a short-term basis from the Bank of Montreal, at current market terms, and repaid on May 16, 2006.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended to add the following:
     As previously reported, the Reporting Persons heretofore were the beneficial owners of a warrant to purchase 4,400,000 shares of Common Stock (the “Warrant”) of the Company and Lawrence M. Tanenbaum heretofore was the owner of 11,000 nonemployee director options (“Director Options”) that were convertible into 11,000 shares of Common Stock. Also as previously reported, on April 24, 2006, Lafarge S.A. (“Lafarge”) announced that, in connection with its previously-announced tender offer for shares of the Company’s 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.
     On May 15, 2006, LCW transferred the Warrant to KVN and the exercise of the Warrant became effective and unconditional. Upon payment that day of the exercise price in respect of the Warrant, 4,400,000 shares of Common Stock (the “Warrant Shares”) were issued to KVN and 525,000 of the Warrant Shares were thereupon transferred to an unrelated person. All of the Warrant Shares (including those that had been transferred to the unrelated person) were thereupon tendered to the Tender Offer pursuant to previously issued Notices of Guaranteed Delivery. On May 15, 2006, Lafarge announced that it had successfully completed the Tender Offer.

 


 

CUSIP No. 505862-10-2   SCHEDULE 13D (Amendment No. 3)    
     On May 16, 2006, upon completion of the Tender Offer, at which time Lafarge owned in excess of 90% of the outstanding Common Stock on an as-converted basis, Lafarge announced that it had completed its acquisition of the remaining shares of the Company by completing a short-form merger of the Company (the “Merger”) with one of Lafarge’s wholly-owned subsidiaries. The Merger was effective on May 16, 2006. At the effective time of the Merger, each issued and outstanding share of Common Stock not owned by Efalar Inc., including the shares of Common Stock issuable upon the exercise of the Director Options, converted into the right to receive $85.50 per share (less the exercise price in the case of options to purchase shares of Common Stock). As a result of the foregoing transactions, the Director Options were effectively exercised and on or about May 19, 2006 Mr. Tanenbaum will receive $557,610, the difference between $85.50 and the exercise prices of the Director Options.
     Except as described in this Amendment No. 3, 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 Company, including but not limited to transfer or voting of any securities of the Company, 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 proxies.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated:
(a) As of May 16, 2006 and upon completion of the transactions described above in Item 4, the Reporting Persons owned no shares of Common Stock.
(b) As of May 16, 2006, the Reporting Persons have voting power over no shares of Common Stock.
(c) Transactions for the 60 days prior to the date of this Schedule 13D:
                         
    Transaction   Quantity of        
Reporting Person   Date   Common Stock   Type of Transaction   Price Per Share
 
                       
KVN
  5/15/2005     4,400,000     Exercise of the Warrant into Common Stock   $ 29.00  
 
                       
KVN
  5/15/2005     4,400,000     Exchange of Common Stock for cash pursuant to Tender Offer   $ 85.50  

 


 

                         
    Transaction   Quantity of        
Reporting Person   Date   Common Stock   Type of Transaction   Price Per Share
 
                       
Tanenbaum
  5/16/2005     11,000     Exercise of Director Options   Average Exercise Price of $34.80 per share*
 
                       
Tanenbaum
  on or about
5/19/2005
    11,000     Exchange of Director Options to receive cash pursuant to the Merger   $ 85.50  
(d) Not applicable.
(e) As a result of the dispositions described herein, each of the Reporting Persons are now deemed the beneficial owner of less than 5% of the Common Shares of the Company.
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 May 15, 2006.
Exhibit 2. Press Release of Lafarge S.A., dated May 16, 2006.
 
*   Director Options were granted on various dates and exercise prices. See Form 4 filed with the Securities and Exchange Commission on May 16, 2005 by Tanenbaum.

 


 

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:   May 19, 2006           /s/ LAWRENCE M. TANENBAUM
                 
 
              Name:   Lawrence M. Tanenbaum
 
              Title:   Chairman and Chief
 
                  Executive Officer
 
                   
            KILMER LCW LIMITED
 
                   
Date:   May 19, 2006           /s/ LAWRENCE M. TANENBAUM
                 
 
              Name:   Lawrence M. Tanenbaum
 
              Title:   President
 
                   
            LAWRENCE M. TANENBAUM
 
                   
Date:   May 19, 2006           /s/ LAWRENCE M. TANENBAUM
                 
 
              Name:   Lawrence M. Tanenbaum
 
                   
            JUDITH S. TANENBAUM
 
                   
Date:   May 19, 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-99.1 2 w21547exv99w1.htm EXHIBIT 1 exv99w1
 

EXHIBIT 1
PRESS RELEASE
Lafarge Successfully Completes Cash Tender Offer for Lafarge North America
Monday May 15, 7:01 am ET
PARIS, May 15 /CNW Group/
Lafarge, the world leader in building materials, has today announced that it has successfully completed its cash tender offer for the 46.8% minority stake in Lafarge North America (NYSE & TSX: LAF) that it did not previously own. Lafarge now holds approximately 92.37% of the shares of Lafarge North America (“LNA”).
“We are pleased with the swift and successful completion of our tender offer. This transaction will create value for our shareholders and will immediately be accretive to our earnings per share. We will now work together with our North American teams to deliver the benefits of this transaction. We will streamline our processes, accelerate decision-making and pursue business and growth opportunities even more effectively in the attractive North American market”, said Bruno Lafont, Chief Executive Officer of Lafarge.
The offer and withdrawal rights expired at 12:00 midnight, New York City time, on Friday, May 12, 2006, and Lafarge has accepted for payment all shares tendered. According to the report of the depositary for the tender offer, Lafarge acquired approximately 34, 253,627 shares of LNA common stock (including guaranteed deliveries) pursuant to the tender offer. In addition, Lafarge has accepted for payment all exchangeable preference shares of Lafarge Canada tendered pursuant to an offer for exchangeable preference shares that also expired at 12 midnight, New York City time, on Friday, May 12, 2006. According to the report of the depositary for the exchangeable preference shares tender offer, Lafarge acquired approximately 444,230 exchangeable preference shares (including guaranteed deliveries) pursuant to the tender offer. Lafarge thus acquired a total of 34,697,857 LNA common shares and Lafarge Canada exchangeable shares and holds approximately 92.37% of the LNA common shares and Lafarge Canada exchangeable preference shares taken together as a single class.
Lafarge expects to acquire the remaining shares of LNA not owned by Lafarge or its subsidiaries through a short-form merger. Following the merger, detailed instructions will be mailed outlining the steps that LNA shareholders who did not tender their shares must take in order to obtain payment. After completion of the merger, LNA will be a wholly-owned subsidiary of Lafarge.
LNA will deliver notices to the United States Securities and Exchange Commission requesting the deregistration of LNA shares and to the New York Stock Exchange and the Toronto Stock Exchange requesting the delisting of LNA shares following the completion of the short-form merger.

 


 

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 76 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.
Lafarge North America is one of the largest publicly traded construction materials providers in North America. Prior to the tender offer, Lafarge North America was a 53.2%-owned subsidiary of Lafarge.
     
Contacts
   
 
   
COMMUNICATIONS:
  INVESTOR RELATIONS:
 
   
Stéphanie Tessier
  Yvon Brind’Amour
33-1 44-34-92-32
  33-1 44-34-11-26
stephanie.tessier@lafarge.com
  yvon.brindamour@lafarge.com
 
   
Louisa Pearce-Smith
  Danièle Daouphars
33-1 44-34-18-18
  33-1 44-34-11-51
louisa.pearce-smith@lafarge.com
  daniele.daouphars@lafarge.com
 
   
Lucy Wadge
  Stéphanie Billet
33-1 44-34-19-47
  33-1 44-34-94-59
lucy.wadge@lafarge.com
  stephanie.billet@lafarge.com
Statements made in this press release that are not historical facts, with respect to 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 Autorité des Marchés 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.

2

EX-99.2 3 w21547exv99w2.htm EXHIBIT 2 exv99w2
 

EXHIBIT 2
PRESS RELEASE
Lafarge Owns 100% of Lafarge North America
Tuesday May 16, 4:29 pm ET
PARIS, May 16 /CNW Group/
Lafarge, the world leader in building materials, has today announced that it has successfully completed its acquisition of the remaining shares of Lafarge North America (NYSE & TSX: LAF) that it did not acquire previously through its tender offer that expired on May 12, 2006. The acquisition was made by way of a short-form merger with one of its wholly-owned subsidiaries, and the merger was effective prior to the close of business on May 16, 2006. Lafarge now owns 100% of the shares of Lafarge North America (“LNA”).
Shareholders of LNA who did not tender their shares will receive $85.50 as a result of the short-form merger, and will not receive the dividend previously announced and payable to shareholders of record as of the close of business on May 16.
As the result of the merger, exchangeable preference shares of Lafarge Canada that were not tendered pursuant to a tender offer for such shares that also expired on May 12, 2006 will no longer be exchangeable for shares of LNA, but will be exchangeable for $85.26. Record holders of exchangeable preference shares as of the close of business on May 16, 2006 will be entitled to receive a dividend of $0.24 per share payable on June 1, 2006.
LNA has delivered notices to the United States Securities and Exchange Commission requesting the deregistration of LNA shares and to the New York Stock Exchange and the Toronto Stock Exchange requesting the delisting of LNA shares. Exchangeable preference shares of Lafarge Canada will continue to be listed on the Toronto Stock Exchange.
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 76 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.

 


 

Lafarge North America is one of the largest publicly traded construction materials providers in North America. Lafarge North America is now a 100%-owned subsidiary of Lafarge.
     
Contacts
   
 
   
COMMUNICATIONS:
  INVESTOR RELATIONS:
 
   
Stéphanie Tessier
  Yvon Brind’Amour
33-1 44-34-92-32
  33-1 44-34-11-26
stephanie.tessier@lafarge.com
  yvon.brindamour@lafarge.com
 
   
Louisa Pearce-Smith
  Danièle Daouphars
33-1 44-34-18-18
  33-1 44-34-11-51
louisa.pearce-smith@lafarge.com
  daniele.daouphars@lafarge.com
 
   
Lucy Wadge
  Stéphanie Billet
33-1 44-34-19-47
  33-1 44-34-94-59
lucy.wadge@lafarge.com
  stephanie.billet@lafarge.com
Statements made in this press release that are not historical facts, with respect to 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 Autorité des Marchés 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.

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