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 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
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
Xxxxxx X. Xxxxxxx
Authorized Officer
