Exhibit (c)(2)
FORM OF SUPPORT AGREEMENT
November 14, 1998
Vulcan Materials Company
Xxx Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Dear Sirs:
The undersigned understands that Vulcan Materials Company, a
New Jersey corporation ("Parent"), ALB Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of Parent (the "Purchaser"), and
CalMat Co., a Delaware corporation (the "Company"), are entering into an
Agreement and Plan of Merger dated as of the date hereof (the "Merger
Agreement"), pursuant to which the Purchaser agrees to make a tender offer (the
"Offer") for all outstanding shares of common stock, par value $1.00 per share,
of the Company (together with the associated rights under the Rights Agreement,
the "Common Stock"), at $31.00 per share net to the seller in cash (the "Offer
Price"), to be followed by a merger (the "Merger") of the Purchaser with and
into the Company. All capitalized terms used in this letter agreement but not
defined in this letter agreement shall have the meanings given such terms in the
Merger Agreement.
The undersigned is a stockholder of the Company and is
entering into this letter agreement to induce you to enter into the Merger
Agreement and to consummate the transactions contemplated thereby.
The undersigned confirms its agreement with you as follows:
1. The undersigned represents and warrants that Schedule I
annexed hereto sets forth the number of all Shares of which the undersigned is
the direct record or beneficial owner (together with any Shares acquired by the
undersigned after the date hereof and prior to the termination of the Offer
(whether upon the exercise of options or otherwise), the "Owned Shares") and
that the undersigned is on the date hereof the lawful owner of the number of the
Owned Shares set forth in Schedule I, free and clear of all Liens (including,
without limitation, voting agreements and commitments of any kind), except as
disclosed in Schedule I. The undersigned agrees that while this letter agreement
is in effect, she will promptly notify Parent of the number of all Shares and
Rights acquired by her after the date hereof, if any. As used in this Agreement,
"Rights" means any option, warrant, convertible or exchangeable security, right,
subscription, call, unsatisfied pre-emptive right or other agreement or right of
any kind to purchase or otherwise acquire (including, without limitation, by
exchange or conversion) any Shares. The Owned Shares shall in no event include
any Shares that are owned beneficially or of record by or held for the benefit
of any trust, foundation or other Person of which the undersigned is a trustee
or fiduciary.
2. The undersigned agrees that the undersigned will not,
subject to the proviso in Section 3 hereof, contract to sell, sell or otherwise
transfer or dispose of any of the Owned Shares, any interest in any of the Owned
Shares or any Rights or voting rights with respect to the Owned Shares, other
than (i) pursuant to the Offer, (ii) with your prior written consent and (iii)
Owned Shares transferred to the Company in connection with the exercise of stock
options to the extent that as of the date hereof the related option agreement
permits Owned Shares to be so used in connection with the exercise of stock
options.
3. The undersigned agrees to validly tender (or to cause the
record owner of such shares to validly tender), pursuant to and in accordance
with the terms of the Offer, as soon as practicable after commencement of the
Offer, the Owned Shares, by physical delivery of the certificates therefor, and
to not withdraw such Shares, except following termination of this letter
agreement pursuant to Section 7 hereof; provided, however, that nothing in this
letter agreement shall restrict the undersigned's ability to (i) withdraw Owned
Shares from the Offer or dispose of Owned Shares in open market sales, in each
case at any time after December 27, 1998, if a bona fide Acquisition Transaction
has not been proposed publicly or to the Company prior to such date or (ii) take
any action necessary or desirable in order to avoid any liability which might
otherwise arise under Section 16(b) of the Exchange Act. The undersigned hereby
acknowledges and agrees that Parent's and the Purchaser's obligation to accept
for payment and pay for the Owned Shares is subject to the terms and conditions
of the Offer.
4. Nothing herein shall be construed to require the
undersigned, or any Person controlled by the undersigned, to take any action or
fail to take any action in violation of any applicable law.
5. The undersigned represents, warrants and agrees that (i)
the undersigned has all necessary power and authority to enter into this letter
agreement, (ii) this letter agreement is the legal, valid and binding agreement
of the undersigned, and (iii) this letter agreement is enforceable against the
undersigned in accordance with its terms.
6. The undersigned recognizes and acknowledges that a breach
by her of any covenants or agreements contained in this letter agreement will
cause Parent and the Purchaser to sustain damages for which they would not have
an adequate remedy at law for money damages, and therefore the undersigned
agrees that in the event of any breach of her covenants and agreements under
this letter agreement, each of Parent and Purchaser will be entitled to specific
performance of such covenants and agreements and to injunctive and other
equitable relief in addition to any other remedy to which it may be entitled at
law or in equity.
7. This letter agreement may be terminated at the option of
any party hereto at any time after the earlier of (i) the payment for the Shares
pursuant to the Offer and (ii) termination of the Merger Agreement pursuant to
its terms.
8. This letter agreement will be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to the
conflicts of laws principles that would otherwise apply thereunder.
Please confirm that the foregoing correctly states the
understanding between us by signing and returning to us a counterpart hereof.
Very truly yours,
By:
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Shareholder
Confirmed and agreed to on
the date first above written.
Vulcan Materials Company
By:
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Title:
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Schedule 1
