1
April 1, 1998
Xx. Xxxxxx X. Xxxxxxx
Vice President -- General Counsel and Secretary
Medusa Corporation
0000 Xxxxxxxxxx Xxxx.
Cleveland Heights, Ohio 44118
Dear Xxx:
In reviewing the Agreement and Plan of Merger, dated as of March 17, 1998
("Original Agreement"), among Medusa Corporation ("Medusa" or the "Company"),
Southdown, Inc. ("Southdown") and Bedrock Merger Corp. ("Subcorp"), our
respective Ohio counsel have concluded that Section 1.6 of the Original
agreement inappropriately provides that the directors and officers of the
Surviving Corporation from and after the Effective Date (as defined in the
Merger Agreement) will be the officers and directors of Subcorp on the date of
the Original Agreement. Because of the terms of Medusa's Articles of
Incorporation, Section 1.6 should have provided that the directors of the
Company and the officers of Subcorp on the date of the execution of the
Agreement will become the officers and directors of the Surviving Corporation
from and after the Effective Date, in the manner set forth in "Annex A" attached
hereto. Section 1.6 of the Original Agreement should have been captioned
"Directors and Officers of Surviving Corporation." Additionally, in Section 1.5
of the Original Agreement the blank for the name of the Surviving Corporation
should be "Southdown Medusa, Inc."
I suggest that the foregoing changes be made in the copy of the Original
Agreement that will be appended as Appendix A to our Joint Proxy
Statement/Prospectus. I further suggest that we continue to refer to that
document, including references made in the related Registration Statement on
Form S-4, as the Agreement of Plan of Merger dated as of March 17, 1998. To the
extent either of us has filed the Original Agreement with the Securities and
Exchange Commission as an exhibit to a Form 8-K or otherwise, we may want to
file a copy of this letter as an additional exhibit to such filing.
If the foregoing is acceptable to Medusa, please sign a counterpart of this
letter in the space provided below and return it to me for the files of
Southdown and Subcorp.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Authorized Officer of Southdown, Inc.
and Bedrock Merger Corp.
Xxxxxx and accepted as of
April 1, 1998
Medusa Corporation
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Authorized Officer
