Kiewit Materials Co – ‘SC 14D9’ on 7/10/02 re: Kiewit Materials Co – EX-99.1

On:  Wednesday, 7/10/02, at 12:50pm ET   ·   Accession #:  899140-2-489   ·   File #:  5-59653

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Tender-Offer Solicitation/Recommendation Statement   —   Schedule 14D-9
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D9     Initial Statement on Schedule 14D9                     2      7K 
 2: EX-99.1     Press Release                                          2     10K 

EX-99.1   —   Press Release

EX-99.1
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[LOGO OF KIEWIT MATERIALS COMPANY]          Kiewit Materials News               

For Release 9 a.m. EDT                      Contacts: Chris Murphy, 402-536-3619
July 10, 2002                                           Don Bowman, 402-536-3628

 Kiewit Materials to be Acquired by Rinker

  Omaha, Nebraska, July 10, 2002 -Kiewit Materials Company today announced
that it has reached an agreement to be acquired by Rinker Materials Corporation,
the U.S. construction materials subsidiary of Australian-based CSR Limited.     

   Under the terms of the agreement, Rinker will commence a tender offer for
all of KMC's outstanding common stock for $17.00 in cash per share. Conditions  
of the offer require at least 90 percent of KMC's common stock to be tendered   
before the offer expires and completion of the tender offer by September 25,    
2002. The aggregate purchase price will be approximately $540 million, net of   
KMC's estimated cash at closing. The price represents an EBITDA (earnings before
interest, taxes, depreciation and amortization) multiple of approximately 7.1,  
and is approximately twice book value.                                          

"The construction materials industry in the United States is rapidly  
consolidating," said KMC President and CEO Chris Murphy. "With annual revenues  
of about $15 billion, the industry in total sells about 3.2 billion tons of     
construction materials a year. The top five producers in the United States      
represent about 25% of the total market. Compare that to Europe, where the top  
five producers have a combined market share of more than 75%. This explains the 
significant level of acquisition activity in the U.S."                          

     Founded by Omaha-based Peter Kiewit Sons', Inc., KMC grew primarily through
acquisition. In 1992, the company was a relatively small player in the industry 
and marginally profitable, with annual revenues of $40 million. Since 1994, KMC 
has made 16 acquisitions in Arizona, California, Oregon, Washington State and   
Nebraska. In 2001, annual sales reached $509 million and earnings before        
interest and taxes were $57.5 million, making KMC one of the ten largest firms  
in the industry. In 2000, the stock of KMC was distributed to the stockholders  
of Peter Kiewit Sons', Inc. in a tax-free spin-off.                             

EX-99.1
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[LOGO OF KIEWIT MATERIALS COMPANY]          Kiewit Materials News               

Kiewit Materials to be Acquired by Rinker                                 Page 2

Operations include 44 aggregates facilities, including eight hard rock
quarries, supplying 28 million tons of aggregate a year. KMC also produces 4.7  
million cubic yards of concrete a year in 60 plants, and 3.4 million tons of    
hot-mix asphalt in 16 asphalt plants. Aggregate reserves total over 800 million 
tons, with reserve life averaging over 30 years.                                

  "While we have continued to focus on growth, this is a business where at
some point you are either a buyer or seller," said Ken Stinson, KMC Chairman and
Chairman and CEO of Peter Kiewit Sons', Inc. "This is a great deal for both     
parties. Chris Murphy and his management team have created a lot of value for   
KMC's shareholders. Rinker's purchase provides value today that might have taken
us years to create. At the same time, this is a strategic acquisition for       
Rinker."                                                                        

 KMC holds leading positions in growth markets across the western United
States. The last large independent materials firm in the region, the company has
extensive aggregate reserves and a reputation for being well managed. KMC       
operates through four business units:                                           

o    United Metro Materials, which serves the state of Arizona,       

    o    Solano Concrete, located in the San Francisco Bay area of California,

o    Pacific Rock Products, serving the Portland metro area, and      

    o    The Quarries group, with facilities across the western United States.

"Chris and his team manage like owners because they are owners," said 
Stinson. "The management team owns about 12% of the company, so their interests 
are aligned with those of the other shareholders."                              

   "KMC brings a great team of seasoned managers and employees to the Rinker
organization," said Murphy. "We have some of the best people in the industry.   
We're excited about joining the Rinker organization, which is one of the most   
successful in the business. It's a great fit."                                  

 * * * * *

This announcement is neither an offer to purchase nor a solicitation of an offer
to sell securities of KMC. At the time the expected tender offer is commenced,  
Rinker will file tender offer materials with the Securities and Exchange        
Commission (the "SEC") and KMC will file a solicitation/recommendation statement
with respect to the tender offer. The tender offer materials, including an offer
to purchase, a related letter of transmittal and other offer documents, and the 
solicitation/recommendation statement will contain important information.       
Shareholders of KMC should read this information carefully before making any    
decisions about the tender offer. The tender offer materials, certain other     
offer materials, and the solicitation/recommendation statement will be sent to  
all shareholders of KMC free of charge. In addition, all of these materials will
be available free of charge on the SEC's website at www.sec.gov.                

- 30 -

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14D9’ Filing		Date		First		Last			Other Filings
		9/25/02		1
Filed on:		7/10/02		1					8-K,  SC TO-C
									List all Filings