
<PAGE>
                           OFFER TO PURCHASE FOR CASH
                     ALL OUTSTANDING SHARES OF COMMON STOCK
            (INCLUDING THE ASSOCIATED COMMON SHARE PURCHASE RIGHTS)
                                       OF
                                   CALMAT CO.
                                       BY
                          ALB ACQUISITION CORPORATION
                           A WHOLLY-OWNED SUBSIDIARY
                                       OF
                            VULCAN MATERIALS COMPANY
                                       AT
                              $31.00 NET PER SHARE
 
         THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
 NEW YORK CITY TIME, ON FRIDAY, JANUARY 1, 1999, UNLESS THE OFFER IS EXTENDED.
 
    THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY HAS DETERMINED THAT THE
OFFER AND THE MERGER (AS SUCH TERMS ARE DEFINED HEREIN), ARE FAIR TO AND IN THE
BEST INTERESTS OF THE STOCKHOLDERS OF THE COMPANY, HAS APPROVED THE OFFER AND
MERGER AGREEMENT AND RECOMMENDS ACCEPTANCE OF THE OFFER BY THE COMPANY'S
STOCKHOLDERS.
                           --------------------------
 
    THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, SHARES REPRESENTING AT
LEAST A MAJORITY OF THE TOTAL NUMBER OF OUTSTANDING SHARES OF COMMON STOCK OF
THE COMPANY ON A FULLY DILUTED BASIS BEING VALIDLY TENDERED AND NOT PROPERLY
WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER AND CERTAIN OTHER CONDITIONS. SEE
SECTION 14.
 
                           --------------------------
 
                                   IMPORTANT
 
    Any stockholder desiring to tender all or any portion of such stockholder's
Shares (as defined herein) either should (a) complete and sign the Letter of
Transmittal (or a facsimile thereof) in accordance with the instructions in the
Letter of Transmittal, including any required signature guarantees, and mail or
deliver it together with the certificate(s) representing tendered Shares and any
other required documents to the Depositary (as defined herein) or tender such
Shares pursuant to the procedures for book-entry transfer set forth in Section 3
or (b) request such stockholder's broker, dealer, commercial bank, trust company
or other nominee to effect such transaction. A stockholder whose Shares are
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee must contact such broker, dealer, commercial bank, trust company
or other nominee if such stockholder desires to tender such Shares.
 
    The Rights (as defined herein) are presently evidenced by the certificates
for the Shares and a tender by a stockholder of such stockholder's Shares will
also constitute a tender of the associated Rights. A stockholder who desires to
tender Shares and whose certificates representing such Shares are not
immediately available or who cannot comply with the procedures for book-entry
transfer on a timely basis may tender such Shares by following the procedures
for guaranteed delivery set forth in Section 3.
 
    Questions and requests for assistance may be directed to the Information
Agent or the Dealer Managers at their respective addresses and telephone numbers
set forth on the back cover of this Offer to Purchase. Additional copies of this
Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery
and other related materials may be obtained from the Information Agent or from
brokers, dealers, commercial banks, trust companies and other nominees.
 
                           --------------------------
 
                    THE INFORMATION AGENT FOR THE OFFER IS:
 
                                     [LOGO]
 
                     THE DEALER MANAGERS FOR THE OFFER ARE:
 
                              GOLDMAN, SACHS & CO.
 
November 20, 1998
<PAGE>
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                          PAGE
                                                                                          -----
<S>                                                                                    <C>
 Introduction........................................................................           1
 1. Terms of the Offer...............................................................           2
 2. Acceptance for Payment and Payment...............................................           4
 3. Procedures for Tendering Shares..................................................           5
 4. Withdrawal Rights................................................................           8
 5. Certain Tax Consequences.........................................................           8
 6. Price Range of the Shares; Dividends.............................................           9
 7. Possible Effects of the Offer on the Market for the Shares; NYSE Listing;
   Exchange Act Registration; Margin Regulations.....................................          10
 8. Certain Information Concerning the Company.......................................          11
 9. Certain Information Concerning Parent and the Purchaser..........................          13
10. Background of the Offer; Contacts with the Company...............................          14
11. Purpose of the Offer; the Merger Agreement; the Support Agreements; Appraisal
   Rights; Plans for the Company; "Going Private" Transactions; the Rights...........          15
12. Source and Amount of Funds.......................................................          25
13. Dividends and Distributions......................................................          25
14. Certain Conditions of the Offer..................................................          26
15. Certain Legal Matters; Required Regulatory Approvals.............................          27
16. Certain Fees and Expenses........................................................          29
17. Miscellaneous....................................................................          30
 
 SCHEDULE I Directors and Executive Officers of Parent and the Purchaser.............         I-1
</TABLE>
<PAGE>
To: All Holders of Shares of Common Stock of CalMat Co.:
 
                                  INTRODUCTION
 
    ALB Acquisition Corporation (the "Purchaser"), a Delaware corporation and a
wholly-owned subsidiary of Vulcan Materials Company, a New Jersey corporation
("Parent"), hereby offers to purchase all outstanding shares of common stock,
par value $1 per share (the "Shares"), of CalMat Co., a Delaware corporation
(the "Company"), and the associated Common Share Purchase Rights (the "Rights")
issued pursuant to the Rights Agreement, dated as of September 22, 1987, as
amended as of October 26, 1992, July 22, 1997, and November 14, 1998, between
the Company and First Chicago Trust Company of New York, as Rights Agent (as the
same may be amended, the "Rights Agreement"), at a purchase price of $31.00 per
Share (and associated Right), net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in this Offer to
Purchase and in the related Letter of Transmittal (which together constitute the
"Offer"). Unless the context otherwise requires, all references to Shares shall
include the associated Rights.
 
    Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the purchase of Shares by the Purchaser
pursuant to the Offer. The Purchaser will pay all charges and expenses of First
Chicago Trust Company of New York, as Depositary (the "Depositary"), Goldman,
Sachs & Co., as Dealer Managers (the "Dealer Managers"), and Georgeson & Company
Inc., as Information Agent (the "Information Agent"), incurred in connection
with the Offer. See Section 16.
 
    THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY HAS DETERMINED THAT THE
OFFER AND THE MERGER (AS SUCH TERMS ARE DEFINED HEREIN) ARE FAIR TO AND IN THE
BEST INTERESTS OF THE STOCKHOLDERS OF THE COMPANY, HAS APPROVED THE OFFER AND
THE MERGER AGREEMENT AND RECOMMENDS THAT STOCKHOLDERS OF THE COMPANY ACCEPT THE
OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
 
    Credit Suisse First Boston Corporation ("CSFB"), the Company's financial
advisor, has delivered to the Board of Directors of the Company an oral opinion
delivered November 11, 1998 (which opinion was subsequently confirmed in writing
on November 14, 1998), to the effect that, as of such date, the cash
consideration to be received by the holders of Shares pursuant to the Offer and
the Merger is fair to such holders from a financial point of view. A copy of
such opinion is included with the Company's Solicitation/ Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9"), which is being mailed to
stockholders concurrently herewith, and stockholders are urged to read such
opinion in its entirety for a description of the assumptions made, matters
considered and limitations of the review undertaken by CSFB.
 
    THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, SHARES REPRESENTING AT
LEAST A MAJORITY OF THE TOTAL NUMBER OF OUTSTANDING SHARES ON A FULLY DILUTED
BASIS (NOT TAKING INTO ACCOUNT THE RIGHTS) BEING VALIDLY TENDERED AND NOT
PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER (THE "MINIMUM
CONDITION"). THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER TERMS AND CONDITIONS.
THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JANUARY
1, 1999, UNLESS EXTENDED. SEE SECTIONS 1, 14, AND 15.
 
    The Offer is being made pursuant to the Agreement and Plan of Merger, dated
as of November 14, 1998 (the "Merger Agreement"), by and among the Company, the
Purchaser and Parent pursuant to which, following the consummation of the Offer
and the satisfaction or waiver of certain conditions, the Purchaser will be
merged with and into the Company (the "Merger"), with the Company continuing as
the surviving corporation (the "Surviving Corporation"). In the Merger, each
outstanding Share (other than Shares held by Parent, the Purchaser or any
wholly-owned subsidiary of Parent or the Purchaser or in the treasury of the
Company or by any wholly-owned subsidiary of the Company, which Shares will be
canceled with no payment being made with respect thereto, and other than Shares,
if any, held by stockholders who perfect their appraisal rights under Delaware
law ("Dissenting Shares")) will, by virtue of the Merger and without any action
by the holder thereof, be converted into the right to receive $31.00 (or any
higher price Purchaser determines in its sole discretion to pay in the Offer) in
cash, payable to the
<PAGE>
holder thereof, without interest thereon, upon the surrender of the certificate
formerly representing such Share. The Merger Agreement is more fully described
in Section 11 below. Certain federal income tax consequences of the sale of
Shares pursuant to the Offer and the Merger, as the case may be, are described
in Section 5 below.
 
    If the Minimum Condition and the other conditions to the Offer are satisfied
and the Offer is consummated, the Purchaser will own a sufficient number of
Shares to ensure that the Merger will be approved. Under the Delaware General
Corporation Law (the "GCL"), if, after consummation of the Offer the Purchaser
owns at least 90% of the Shares then outstanding, the Purchaser will be able to
cause the Merger to occur without a vote of the Company's stockholders. If,
however, after consummation of the Offer, the Purchaser owns less than 90% of
the then outstanding Shares, a vote of the Company's stockholders will be
required under the GCL to approve the Merger, and a significantly longer period
of time will be required to effect the Merger. See Section 11. The Merger
Agreement provides that Purchaser will vote its Shares in favor of the Merger
and thereby have enough votes to adopt the Merger Agreement.
 
    Concurrently with the execution of the Merger Agreement, Parent entered into
Support Agreements (the "Support Agreements") with each member of the Board of
Directors of the Company. Pursuant to the Support Agreements, such directors
have agreed, among other things, to validly tender, pursuant to and in
accordance with the terms of the Offer, all of the Shares directly owned
(beneficially or of record) by them, subject to certain exceptions. In the
aggregate, approximately 639,549 Shares are subject to the Support Agreements,
representing approximately 2.7% of the outstanding Shares. See Section 11.
 
    The Company has informed the Purchaser that, as of November 9, 1998, there
were 23,797,279 Shares issued and outstanding and, as of November 6, 1998, there
were 2,115,604 Shares reserved for issuance upon the exercise of outstanding
stock options ("Options") granted under the Company's stock option or similar
plans or agreements.
 
    Based on the foregoing and assuming no additional Shares (or warrants,
options or rights exercisable for, or securities convertible into, Shares), have
been issued (other than Shares issued pursuant to such Options) if the Purchaser
were to acquire approximately 12,957,000 Shares pursuant to the Offer (including
the Shares which pursuant to the Support Agreements are required to be tendered
in the Offer), the Minimum Condition would be satisfied.
 
    No appraisal rights are available in connection with the Offer; however,
stockholders may have appraisal rights in connection with the Merger regardless
of whether the Merger is consummated with or without a vote of the Company's
stockholders. See Section 11.
 
    THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.
 
1. TERMS OF THE OFFER.
 
    Upon the terms and subject to the conditions set forth in the Offer
(including, if the Offer is extended or amended, the terms and conditions of any
such extension or amendment), the Purchaser will accept for payment and thereby
purchase all Shares validly tendered on or prior to the Expiration Date and not
withdrawn in accordance with the procedures set forth in Section 4, as soon as
practicable after such Expiration Date. The Offer is conditioned upon, among
other things, the satisfaction of the Minimum Condition and the expiration or
termination of all waiting periods imposed by the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"). See Section 14. If at any
Expiration Date any of the conditions to the Offer are not satisfied or waived
by the Purchaser, or if required by any rule or position of the Securities and
Exchange Commission (the "Commission"), the Purchaser shall
 
                                       2
<PAGE>
extend the Offer until all such conditions are satisfied or waived; PROVIDED
that no individual extension shall extend beyond five business days, or for such
longer period as required by law or any such rule or position, and the Purchaser
shall in no event be required to extend the Offer beyond March 31, 1999. If all
the conditions to the Offer are satisfied or waived at any Expiration Date and
more than 70% but less than 90% of the outstanding Shares on a fully diluted
basis have been validly tendered and not withdrawn in the Offer, the Purchaser
reserves the right, in its sole discretion, to extend the Offer from time to
time for up to a maximum of ten additional business days in the aggregate for
all such extensions, notwithstanding the prior satisfaction or waiver of the
conditions to the Offer. The Offer will remain open until 12:00 midnight, New
York City time, on Friday, January 1, 1999 (the "Expiration Date"), unless and
until the Purchaser extends the period of time for which the Offer is open, in
which event the term "Expiration Date" will mean the time and date at which the
Offer, as so extended by the Purchaser, will expire. During any extension, all
Shares previously tendered and not withdrawn will remain subject to the Offer
and subject to the right of a tendering stockholder to withdraw such
stockholder's Shares. See Section 4. Under no circumstances will interest be
paid on the purchase price for tendered Shares, whether or not the Offer is
extended.
 
    Subject to the applicable regulations of the Commission, and except as set
forth in the Merger Agreement and discussed below, the Purchaser expressly
reserves the right, in its sole discretion, at any time or from time to time, to
waive any condition or otherwise amend the Offer in any respect, in each case,
by giving oral or written notice of such waiver or amendment to the Depositary.
In the Merger Agreement, the Purchaser has agreed that without the prior written
consent of the Company, it will not (i) decrease the price per Share or change
the form of consideration payable in the Offer, (ii) decrease the number of
Shares sought to be purchased in the Offer, (iii) subject to Parent's and
Purchaser's right to waive the same (subject to clause (iv) below), amend the
conditions to the Offer, (iv) waive the Minimum Condition, or (v) amend any
other term of the Offer in a manner adverse to the holders of Shares.
 
    Any extension, termination or amendment of the Offer will be followed as
promptly as practicable by public announcement thereof. In the case of an
extension, Rule 14e-1(d) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), requires that the announcement be issued no later than
9:00 a.m., New York City time, on the next business day after the previously
scheduled Expiration Date in accordance with the public announcement
requirements of Rule 14e-1 under the Exchange Act. Subject to applicable law
(including Rules 14d-4(c), 14d-6(d) and 14e-1 under the Exchange Act, which
require that any material change in the information published, sent or given to
stockholders in connection with the Offer be promptly disseminated to
stockholders in a manner reasonably designed to inform stockholders of such
change), and without limiting the manner in which the Purchaser may choose to
make any public announcement, the Purchaser will not have any obligation to
publish, advertise or otherwise communicate any such public announcement other
than by making a release to the Dow Jones News Service. As used in this Offer to
Purchase, "business day" has the meaning set forth in Rule 14d-1 under the
Exchange Act. The rights reserved by the Purchaser in the preceding paragraph
are in addition to the Purchaser's rights pursuant to Section 14.
 
    If the Purchaser makes a material change in the terms of the Offer, or if it
waives a material condition to the Offer, the Purchaser will extend the Offer
and disseminate additional tender offer materials to the extent required by
Rules 14d-4(c), 14d-6(d) and 14e-1 under the Exchange Act. With respect to a
change in price, a minimum ten business day period from the date of such change
is generally required under applicable Commission rules and regulations to allow
for adequate dissemination to stockholders. The minimum period during which a
tender offer must remain open following material changes in the terms of the
offer, other than a change in price or a change in percentage of securities
sought, will depend upon the facts and circumstances, including the materiality
of the changes. In the Commission's view, an offer should remain open for a
minimum of five business days from the date the material change is first
published, sent or given to stockholders, and, if material changes are made with
respect to information that approaches the significance of price and the
percentage of securities sought, a minimum of ten business days may be required
to allow for adequate dissemination and investor response.
 
                                       3
<PAGE>
    As of the date of this Offer to Purchase, the Rights are evidenced by the
certificates representing Shares and do not trade separately. Accordingly, by
tendering a certificate representing Shares, a stockholder is automatically
tendering a similar number of associated Rights. If, however, pursuant to the
Rights Agreement or for any other reason, the Rights detach and separate
certificates representing Rights ("Rights Certificates") are issued,
stockholders will be required to tender one Right for each Share tendered in
order to effect a valid tender of such Share.
 
    The Company has provided the Purchaser with the Company's stockholder lists
and security position listings for the purpose of disseminating the Offer to
holders of Shares. This Offer to Purchase, the related Letter of Transmittal and
other relevant materials will be mailed by the Purchaser to record holders of
Shares and will be furnished by the Purchaser to brokers, dealers, commercial
banks, trust companies and similar persons whose names, or the names of whose
nominees, appear on the securityholder lists or, if applicable, who are listed
as participants in a clearing agency's security position listing, for subsequent
transmittal to beneficial owners of Shares.
 
2. ACCEPTANCE FOR PAYMENT AND PAYMENT.
 
    Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of the Offer as so
extended or amended), the Purchaser will purchase, by accepting for payment, and
will pay for, all Shares validly tendered and not properly withdrawn (in
accordance with Section 4) prior to the expiration of the Offer as soon as
practicable after the Expiration Date. In addition, subject to applicable rules
of the Commission, the Purchaser expressly reserves the right, in its sole
discretion, to delay acceptance for payment of, or payment for, Shares in order
to comply with applicable law, including the HSR Act. See Sections 1 and 15.
 
    In all cases, payment for Shares purchased pursuant to the Offer will be
made only after timely receipt by the Depositary of (i) certificates
representing such Shares ("Share Certificates") or timely confirmation (a
"Book-Entry Confirmation") of the book-entry transfer of such Shares into the
Depositary's account at The Depository Trust Company (the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in Section 3; (ii) the
appropriate Letter of Transmittal (or a facsimile thereof), properly completed
and duly executed, with any required signature guarantees or an Agent's Message
(as defined below) in connection with a book-entry transfer; and (iii) any other
documents required by the Letter of Transmittal.
 
    The term "Agent's Message" means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has
received an express acknowledgment from the participant in the Book-Entry
Transfer Facility tendering the Shares which are the subject of such Book-Entry
Confirmation that such participant has received and agrees to be bound by the
terms of the Letter of Transmittal and that the Purchaser may enforce such
agreement against such participant.
 
    For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not withdrawn as, if
and when the Purchaser gives oral or written notice to the Depositary of the
Purchaser's acceptance of such Shares for payment pursuant to the Offer. In all
cases, upon the terms and subject to the conditions of the Offer, payment for
Shares purchased pursuant to the Offer will be made by deposit of the purchase
price therefor with the Depositary, which will act as agent for tendering
stockholders for the purpose of receiving payment from the Purchaser and
transmitting payment to validly tendering stockholders.
 
    UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PURCHASE PRICE FOR SHARES BE
PAID BY THE PURCHASER.
 
    The reservation by Purchaser of the right to delay the acceptance or
purchase of or payment for Shares is subject to the provisions of Rule 14e-1(c)
under the Exchange Act, which requires Purchaser to pay the consideration
offered or to return Shares deposited by or on behalf of stockholders promptly
after the termination or withdrawal of the Offer.
 
                                       4
<PAGE>
    If any tendered Shares are not purchased pursuant to the Offer for any
reason, or if Share Certificates are submitted representing more Shares than are
tendered, Share Certificates representing unpurchased or untendered Shares will
be returned, without expense to the tendering stockholder (or, in the case of
Shares delivered by book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3,
such Shares will be credited to an account maintained within the Book-Entry
Transfer Facility), as promptly as practicable following the expiration,
termination or withdrawal of the Offer.
 
    IF, PRIOR TO THE EXPIRATION DATE, THE PURCHASER SHALL INCREASE THE
CONSIDERATION OFFERED TO HOLDERS OF SHARES PURSUANT TO THE OFFER, SUCH INCREASED
CONSIDERATION SHALL BE PAID TO ALL HOLDERS OF SHARES THAT ARE PURCHASED PURSUANT
TO THE OFFER, WHETHER OR NOT SUCH SHARES WERE TENDERED PRIOR TO SUCH INCREASE IN
CONSIDERATION.
 
    The Purchaser reserves the right, subject to the provisions of the Merger
Agreement, to assign, in whole or from time to time in part, to one or more of
Parent's subsidiaries or affiliates the right to purchase all or any portion of
the Shares tendered pursuant to the Offer, but no such assignment will relieve
Parent of any liability under the Merger Agreement for any breach of the Merger
Agreement by any such assignee.
 
3. PROCEDURES FOR TENDERING SHARES.
 
    VALID TENDER.  Except as set forth below, in order for Shares to be validly
tendered pursuant to the Offer, a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof), together with any required signature
guarantees or an Agent's Message in connection with a book-entry delivery of
Shares and any other documents required by the Letter of Transmittal must be
received by the Depositary at one of its addresses set forth on the back cover
of this Offer to Purchase on or prior to the Expiration Date and either (i)
Share Certificates representing tendered Shares must be received by the
Depositary or tendered pursuant to the procedure for book-entry transfer set
forth below and Book-Entry Confirmation must be received by the Depositary, in
each case on or prior to the Expiration Date, or (ii) the guaranteed delivery
procedures set forth below must be complied with. No alternate, conditional or
contingent tenders will be accepted.
 
    THE METHOD OF DELIVERY OF SHARE CERTIFICATES, RIGHTS CERTIFICATES (IF
APPLICABLE), THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT
THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER, AND DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE
CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
 
    BOOK-ENTRY TRANSFER.  The Depositary will establish an account with respect
to the Shares at the Book-Entry Transfer Facility for purposes of the Offer. Any
financial institution that is a participant in the Book-Entry Transfer
Facility's system may make book-entry delivery of Shares by causing the
Book-Entry Transfer Facility to transfer such Shares into the Depositary's
account at the Book-Entry Transfer Facility in accordance with the Book-Entry
Transfer Facility's procedures for such transfer. However, although delivery of
Shares may be effected through book-entry transfer into the Depositary's account
at the Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile
thereof), properly completed and duly executed, with any required signature
guarantees, or an Agent's Message in connection with a book-entry transfer, and
any other required documents must, in any case, be transmitted to and received
by the Depositary at one of its addresses set forth on the back cover of this
Offer to Purchase on or prior to the Expiration Date, or the guaranteed delivery
procedure set forth below must be complied with.
 
                                       5
<PAGE>
    DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH
THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO
THE DEPOSITARY.
 
    SIGNATURE GUARANTEES.  Signatures on all Letters of Transmittal must be
guaranteed by a firm that is a bank, broker, dealer, credit union, savings
association or other entity which is a member in good standing of the Securities
Transfer Agents Medallion Program (an "Eligible Institution"), unless the Shares
tendered thereby are tendered (i) by a registered holder of Shares who has not
completed either the box labeled "Special Payment Instructions" or the box
labeled "Special Delivery Instructions" on the Letter of Transmittal or (ii) for
the account of an Eligible Institution. See Instructions 1 and 5 of the Letter
of Transmittal.
 
    If the Share Certificates are registered in the name of a person other than
the signer of the Letter of Transmittal, or if payment is to be made to, or
Share Certificates for unpurchased Shares are to be issued or returned to, a
person other than the registered holder, then the tendered certificates must be
endorsed or accompanied by appropriate stock powers, signed exactly as the name
or names of the registered holder or holders appear on the certificates, with
the signatures on the certificates or stock powers guaranteed by an Eligible
Institution as provided in the Letter of Transmittal. See Instructions 1 and 5
of the Letter of Transmittal.
 
    If the Share Certificates are forwarded separately to the Depositary, a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) must accompany each such delivery.
 
    GUARANTEED DELIVERY.  If a stockholder desires to tender Shares pursuant to
the Offer and such stockholder's Share Certificates are not immediately
available or time will not permit all required documents to reach the Depositary
on or prior to the Expiration Date or the procedures for book-entry transfer
cannot be completed on a timely basis, such Shares or Rights may nevertheless be
tendered if all of the following guaranteed delivery procedures are duly
complied with:
 
     (i) such tender is made by or through an Eligible Institution;
 
    (ii) a properly completed and duly executed Notice of Guaranteed Delivery,
         substantially in the form made available by the Purchaser, is received
         by the Depositary, as provided below, on or prior to the Expiration
         Date; and
 
    (iii) the Share Certificates (or a Book-Entry Confirmation) representing all
          tendered Shares, in proper form for transfer together with a properly
          completed and duly executed Letter of Transmittal (or facsimile
          thereof), with any required signature guarantees (or, in the case of a
          book-entry transfer, an Agent's Message) and any other documents
          required by the Letter of Transmittal are received by the Depositary
          within three New York Stock Exchange trading days after the date of
          execution of such Notice of Guaranteed Delivery. A "New York Stock
          Exchange trading day" is any day on which The New York Stock Exchange
          is open for business.
 
    The Notice of Guaranteed Delivery may be delivered by hand or mail to the
Depositary and must include a guarantee by an Eligible Institution in the form
set forth in such Notice of Guaranteed Delivery and a representation that the
stockholder on whose behalf the tender is being made is deemed to own the Shares
being tendered within the meaning of Rule 14e-4 under the Exchange Act.
 
    Notwithstanding any other provision hereof, payment for Shares accepted for
payment pursuant to the Offer will in all cases be made only after timely
receipt by the Depositary of Share Certificates for, or, of Book-Entry
Confirmation with respect to, such Shares, a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), together with any
required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message) and any other documents required by the appropriate Letter of
Transmittal. Accordingly, payment might not be made to all tendering
stockholders at the same time, and will depend upon when Share Certificates are
received by the Depositary or Book-Entry Confirmations of such Shares are
received into the Depositary's account at the Book-Entry Transfer Facility.
 
                                       6
<PAGE>
    BACKUP WITHHOLDING.  Under the backup federal income tax withholding laws
applicable to certain stockholders (other than certain exempt stockholders,
including, among others, all corporations and certain foreign individuals), the
Depositary may be required to withhold 31% of the amount of any payments made to
such stockholders pursuant to the Offer or the Merger. To prevent backup federal
income tax withholding, each such stockholder must provide the Depositary with
such stockholder's correct taxpayer identification number and certify that such
stockholder is not subject to backup federal income tax withholding by
completing the Substitute Form W-9 included in the Letter of Transmittal. See
Instruction 9 of the Letter of Transmittal.
 
    APPOINTMENT AS PROXY.  By executing the Letter of Transmittal, a tendering
stockholder irrevocably appoints designees of the Purchaser as such
stockholder's agents, attorneys-in-fact and proxies, with full power of
substitution, in the manner set forth in the Letter of Transmittal, to the full
extent of such stockholder's rights with respect to the Shares tendered by such
stockholder and accepted for payment by the Purchaser and with respect to any
and all other Shares and other securities or rights issued or issuable in
respect of such Shares on or after the date of this Offer to Purchase. All such
powers of attorney and proxies shall be considered irrevocable and coupled with
an interest in the tendered Shares. Such appointment will be effective upon the
acceptance for payment of such Shares by the Purchaser in accordance with the
terms of the Offer. Upon such acceptance for payment, all other powers of
attorney and proxies given by such stockholder with respect to such Shares and
such other securities or rights prior to such payment will be revoked, without
further action, and no subsequent powers of attorney and proxies may be given by
such stockholder (and, if given, will not be deemed effective). The designees of
the Purchaser will, with respect to the Shares and such other securities and
rights for which such appointment is effective, be empowered to exercise all
voting and other rights of such stockholder as they in their sole discretion may
deem proper at any annual or special meeting of the Company's stockholders, or
any adjournment or postponement thereof, or by consent in lieu of any such
meeting or otherwise. In order for Shares to be deemed validly tendered,
immediately upon the acceptance for payment of such Shares, the Purchaser or its
designee must be able to exercise full voting rights with respect to such Shares
and other securities, including voting at any meeting of stockholders.
 
    DETERMINATION OF VALIDITY.  All questions as to the form of documents and
the validity, eligibility (including time of receipt) and acceptance for payment
of any tender of Shares will be determined by the Purchaser, in its sole
discretion, whose determination shall be final and binding on all parties. The
Purchaser reserves the absolute right to reject any or all tenders determined by
it not to be in proper form or the acceptance of or payment for which may, in
the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves
the absolute right to waive any of the conditions of the Offer to the extent
permitted by applicable law and the Merger Agreement or any defect or
irregularity in any tender of Shares of any particular stockholder whether or
not similar defects or irregularities are waived in the case of other
stockholders.
 
    A tender of Shares pursuant to any of the procedures described above will
constitute the tendering Stockholder's acceptance of the terms and conditions of
the Offer, as well as the tendering Stockholder's representation and warranty to
Purchaser that (a) such Stockholder has a net long position in the Shares being
tendered within the meaning of Rule 14e-4 under the Exchange Act and (b) the
tender of such Shares complies with Rule 14e-4 under the Exchange Act. It is a
violation of Rule 14e-4 for a person, directly or indirectly, to tender Shares
for such person's own account unless, at the time of tender, the person so
tendering (i) has a net long position equal to or greater than the amount of (x)
Shares tendered or (y) other securities immediately convertible into or
exchangeable or exercisable for the Shares tendered and such person will acquire
such Shares for tender by conversion, exchange or exercise and (ii) will cause
such Shares to be delivered in accordance with the terms of the Offer. Rule
14e-4 provides a similar restriction applicable to the tender or guarantee of a
tender on behalf of another person.
 
                                       7
<PAGE>
    The Purchaser's interpretation of the terms and conditions of the Offer will
be final and binding. No tender of Shares will be deemed to have been validly
made until all defects and irregularities with respect to such tender have been
cured or waived by the Purchaser. None of Parent, the Purchaser or any of their
respective affiliates or assigns, the Depositary, the Information Agent or any
other person or entity will be under any duty to give any notification of any
defects or irregularities in tenders or incur any liability for failure to give
any such notification.
 
    The Purchaser's acceptance for payment of Shares tendered pursuant to any of
the procedures described above will constitute a binding agreement between the
tendering stockholder and the Purchaser upon the terms and subject to the
conditions of the Offer.
 
4. WITHDRAWAL RIGHTS.
 
    Except as otherwise provided in this Section 4, tenders of Shares made
pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may
be withdrawn at any time on or prior to the Expiration Date and, unless
theretofore accepted for payment as provided herein, may also be withdrawn at
any time after January 18, 1999.
 
    If, for any reason whatsoever, acceptance for payment of any Shares tendered
pursuant to the Offer is delayed, or the Purchaser is unable to accept for
payment or pay for Shares tendered pursuant to the Offer, then, without
prejudice to the Purchaser's rights set forth herein, the Depositary may,
nevertheless, on behalf of the Purchaser, retain tendered Shares and such Shares
may not be withdrawn except to the extent that the tendering stockholder is
entitled to and duly exercises withdrawal rights as described in this Section 4.
 
    In order for a withdrawal to be effective, a written or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover of this Offer to Purchase. Any
such notice of withdrawal must specify the name of the person who tendered the
Shares to be withdrawn, the number of Shares to be withdrawn, and (if Share
Certificates have been tendered) the name of the registered holder of the Shares
as set forth in the Share Certificate, if different from that of the person who
tendered such Shares. If Share Certificates have been delivered or otherwise
identified to the Depositary, then prior to the physical release of such
certificates, the tendering stockholder must submit the serial numbers shown on
the particular certificates evidencing the Shares to be withdrawn and the
signature on the notice of withdrawal must be guaranteed by an Eligible
Institution, except in the case of Shares tendered for the account of an
Eligible Institution. If Shares have been tendered pursuant to the procedures
for book-entry transfer set forth in Section 3, the notice of withdrawal must
specify the name and number of the account at the Book-Entry Transfer Facility
to be credited with the withdrawn Shares, in which case a notice of withdrawal
will be effective if delivered to the Depositary by any method of delivery
described in the first sentence of this paragraph. Withdrawals of Shares may not
be rescinded. Any Shares properly withdrawn will be deemed not validly tendered
for purposes of the Offer, but may be tendered at any subsequent time prior to
the Expiration Date by following any of the procedures described in Section 3.
 
    All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by the Purchaser, in its sole
discretion, whose determination shall be final and binding. None of Parent, the
Purchaser or any of their respective affiliates or assigns, the Depositary, the
Information Agent or any other person or entity will be under any duty to give
any notification of any defects or irregularities in any notice of withdrawal or
incur any liability for failure to give any such notification.
 
5. CERTAIN TAX CONSEQUENCES.
 
    The receipt of cash for Shares pursuant to the Offer or the Merger will be a
taxable transaction for federal income tax purposes and may also be a taxable
transaction under applicable state, local, foreign and other tax laws. For
federal income tax purposes, each selling or exchanging stockholder would
generally recognize gain or loss equal to the difference between the amount of
cash received and such
 
                                       8
<PAGE>
stockholder's tax basis for the sold or exchanged Shares. Such gain or loss will
be capital gain or loss (assuming the Shares are held as a capital asset) and
any such capital gain or loss will be long term capital gain if the stockholder
held the Shares for more than one year. In the case of a stockholder who is an
individual, such capital gain will generally be subject to tax at a maximum rate
of 20%. Stockholders with a calendar tax year will be treated as having taxable
gain or loss for the 1999 tax year.
 
    The foregoing discussion may not be applicable to certain types of
stockholders, including stockholders who acquired Shares pursuant to the
exercise of employee stock options or otherwise as compensation, individuals who
are not citizens or residents of the United States and foreign corporations, or
entities that are otherwise subject to special tax treatment under the Internal
Revenue Code of 1986, as amended (such as insurance companies, tax-exempt
entities and regulated investment companies). This discussion does not address
all aspects of federal income taxation that may be relevant to a particular
stockholder in light of such stockholder's personal investment circumstances nor
does it address any aspect of foreign, state, local or estate and gift taxation
that may be applicable to a stockholder.
 
    THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION ONLY. STOCKHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH
RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE OFFER AND MERGER,
INCLUDING FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES.
 
6. PRICE RANGE OF THE SHARES; DIVIDENDS.
 
    The Shares are traded on the New York Stock Exchange ("NYSE") under the
symbol "CZM." The following table sets forth, for the periods indicated, the
reported high and low sale prices for the Shares on the NYSE for the period
indicated, and the cash dividends declared on the Company's common stock during
each quarter presented.
 
                                   CALMAT CO.
 
<TABLE>
<CAPTION>
                                                        HIGH        LOW
                                                       -------    -------
<S>                                                    <C>        <C>       <C>
1996
First Quarter......................................... $18 3/4    $17 1/4    $     .10
Second Quarter........................................ $18 7/8    $16 3/8    $     .10
Third Quarter......................................... $18 3/4    $16 3/4    $     .10
Fourth Quarter........................................ $19 3/4    $18        $     .10
 
1997
First Quarter......................................... $19 1/4    $17 1/4    $     .10
Second Quarter........................................ $22        $17        $     .10
Third Quarter......................................... $26        $20 1/2    $     .10
Fourth Quarter........................................ $28        $23 3/8    $     .10
 
1998
First Quarter......................................... $29 1/2    $24 7/8    $     .10
Second Quarter........................................ $28 1/8    $21 9/16   $     .10
Third Quarter......................................... $23 15/16  $15 1/4    $     .10
Fourth Quarter (through November 19, 1998)............ $30 15/16  $15 13/16     --
</TABLE>
 
                                       9
<PAGE>
    On November 13, 1998, the last full day of trading prior to the announcement
of the execution of the Merger Agreement, according to publicly available
sources, the reported closing price on the NYSE for the Shares was $27 3/16 per
Share. Pursuant to the Merger Agreement, the Company agreed to discountinue its
regular $.10 per Share quarterly dividend.
 
    STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES.
 
7. POSSIBLE EFFECTS OF THE OFFER ON THE MARKET FOR THE SHARES; NYSE LISTING;
   EXCHANGE ACT REGISTRATION; MARGIN REGULATIONS.
 
    POSSIBLE EFFECTS OF THE OFFER ON THE MARKET FOR THE SHARES.  The purchase of
Shares pursuant to the Offer will reduce the number of Shares that might
otherwise trade publicly and could adversely affect the liquidity and market
value of the remaining Shares held by the public. The purchase of Shares
pursuant to the Offer can also be expected to reduce the number of holders of
Shares. The Purchaser cannot predict whether the reduction in the number of
Shares that might otherwise trade publicly would have an adverse or beneficial
effect on the market price for or marketability of the Shares or whether it
would cause future market prices to be greater or less than the Offer price
therefor.
 
    NYSE LISTING. The purchase of Shares pursuant to the Offer will reduce the
number of holders of Shares and the number of Shares that might otherwise trade
publicly and could adversely affect the liquidity and market value of the
remaining Shares held by the public.
 
    Depending upon the number of Shares purchased pursuant to the Offer, the
Shares may no longer meet the standards for continued listing if, among other
things, the number of publicly held Shares falls below 600,000, the number of
holders of 100 Shares or more (or a unit of trading if less than 100 shares)
falls below 1,200, or the aggregate market value of such publicly held Shares
falls below $8,000,0000. Shares held by officers or directors of the Company or
their immediate families, and other concentrated holdings of 10% or more of the
Shares, ordinarily will not be considered as being publicly held for this
purpose.
 
    In the event the Shares are no longer eligible for NYSE Listing, quotations
might still be available from other sources. The extent of the public market for
the Shares and the availability of such quotations would, however, depend upon
the number of holders of such Shares remaining at such time, the interest in
maintaining a market in such Shares on the part of securities firms, the
possible termination of registration of such Shares under the Exchange Act as
described below and other factors.
 
    EXCHANGE ACT REGISTRATION. The Shares are currently registered under the
Exchange Act. The purchase of the Shares pursuant to the Offer may result in the
Shares becoming eligible for deregistration under the Exchange Act. Registration
of the Shares may be terminated upon application by the Company to the
Commission if the Shares are not listed on a "national securities exchange" and
there are fewer than 300 record holders of Shares. Termination of registration
of the Shares under the Exchange Act would substantially reduce the information
required to be furnished by the Company to its stockholders and the Commission
and would make certain provisions of the Exchange Act, such as the short-swing
profit recovery provisions of Section 16(b) under the Exchange Act and the
requirements of furnishing a proxy statement in connection with stockholders'
meetings pursuant to Section 14(a) or 14(c) under the Exchange Act and the
related requirement of an annual report, no longer applicable to the Company. If
the Shares are no longer registered under the Exchange Act, the requirements of
Rule 13e-3 under the Exchange Act with respect to "going private" transactions
would no longer be applicable to the Company. Furthermore, the ability of
"affiliates" of the Company and persons holding "restricted securities" of the
Company to dispose of such securities pursuant to Rule 144 promulgated under the
Securities Act of 1933, as amended, may be impaired or, with respect to certain
persons, eliminated. If registration of the Shares under the Exchange Act were
terminated, the Shares would no longer be "margin securities" or eligible for
NYSE listing. The Purchaser believes that the purchase of the Shares pursuant to
the Offer may result in the Shares becoming eligible for deregistration under
the
 
                                       10
<PAGE>
Exchange Act, and it would be the intention of the Purchaser to cause the
Company to make an application for termination of registration of the Shares as
soon as possible after successful completion of the Offer if the registration of
Shares is then eligible for such termination.
 
    If registration of the Shares is not terminated prior to the Merger, then
the Shares will no longer be eligible for NYSE listing and the registration of
the Shares under the Exchange Act will be terminated following the consummation
of the Merger.
 
    MARGIN REGULATIONS.  The Shares are currently "margin securities" under the
regulations of the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board"), which have the effect, among other things, of allowing
brokers to extend credit on the collateral of such Shares for the purpose of
buying, carrying or trading in securities ("Purpose Loans"). Depending upon
factors such as the number of record holders of the Shares and the number and
market value of publicly held Shares, following the purchase of Shares pursuant
to the Offer, the Shares might no longer constitute "margin securities" for
purposes of the Federal Reserve Board's margin regulations and, therefore, could
no longer be used as collateral for Purpose Loans made by brokers. In addition,
if registration of the Shares under the Exchange Act were terminated, the Shares
would no longer constitute "margin securities."
 
8. CERTAIN INFORMATION CONCERNING THE COMPANY.
 
    The Company is a Delaware corporation with its principal executive offices
located at 3200 San Fernando Road, Los Angeles, California 90065. The following
description of the Company's business has been taken from, and is qualified in
its entirety by reference to, the Form 10-K filed by the Company for the year
ended December 31, 1997 (the "Form 10-K"):
 
       CalMat Co. (the "Company" or "Registrant") has its corporate headquarters
       in Los Angeles, California and has operations throughout the state of
       California, in Phoenix and Tucson, Arizona, and in Albuquerque, New
       Mexico. The Company was formed in 1984 by the business combination of
       California Portland Cement Company ("CPC") and Conrock Co. ("Conrock").
       Following its formation, the Company operated CPC as its Cement Division.
       The Company subsequently disposed of the Cement Division in an exchange
       transaction with Onoda California, Inc. in 1990. The Company's operations
       are primarily concentrated in two business segments. One business
       segment, the Construction Materials Division, is engaged in the
       manufacture, production, distribution and sale of construction materials:
       aggregates (crushed rock, sand and gravel), hot-mix asphalt and ready
       mixed concrete. This business segment experiences fluctuations with
       general levels of activity in the construction industry and with weather-
       related construction delays, which normally occur during the first and
       fourth quarters each year. The other business segment, the Properties
       Division, is engaged in the ownership, leasing and management of
       industrial and office buildings, the ownership and leasing of undeveloped
       real property and sales of real property.
 
    The selected financial information of the Company and its consolidated
subsidiaries set forth below has been excerpted and derived from the Form 10-K
and from the Form 10-Q filed by the Company for the nine months ended September
30, 1998. More comprehensive financial and other information is included in such
report (including management's discussion and analysis of financial condition
and results of operations) and in other reports and documents filed by the
Company with the Commission. The financial information set forth below is
qualified in its entirety by reference to such reports and documents filed with
the Commission and the financial statements and related notes contained therein.
These reports and other documents may be examined and copies thereof may be
obtained in the manner set forth below.
 
                                       11
<PAGE>
                                   CALMAT CO.
                         SELECTED FINANCIAL INFORMATION
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                 YEARS ENDED DECEMBER 31,
                                         NINE MONTHS ENDED    -------------------------------
                                         SEPTEMBER 30, 1998     1997       1996       1995
                                        --------------------  ---------  ---------  ---------
<S>                                     <C>                   <C>        <C>        <C>
STATEMENT OF OPERATIONS
REVENUES:
  Net sales and operating revenues....       $  379,108       $ 460,973  $ 399,083  $ 370,313
  Net gains on sale of real estate....            2,143           5,377      5,500      4,133
  Other income........................            5,284           6,462      3,312      3,736
                                             ----------       ---------  ---------  ---------
                                                386,535         472,812    407,895    378,182
                                             ----------       ---------  ---------  ---------
COST AND EXPENSES:
  Cost of products sold and operating
    expenses..........................          314,567         394,764    347,163    326,513
  Selling, general and administrative
    expenses..........................           34,867          44,908     37,746     35,847
  Interest expense....................            6,422           7,713      5,944      2,675
  Other expenses......................            1,378           1,783      1,864      3,005
  Special charges.....................               --              --         --     47,000
                                             ----------       ---------  ---------  ---------
                                                357,234         449,168    392,717    415,040
                                             ----------       ---------  ---------  ---------
Income (loss) before income taxes.....           29,301          23,644     15,178    (36,858)
Federal and state income taxes........            9,569           7,042      5,844    (15,487)
                                             ----------       ---------  ---------  ---------
Net income (loss).....................       $   19,732       $  16,602  $   9,334  $ (21,371)
                                             ----------       ---------  ---------  ---------
Net income (loss)--diluted............       $     0.82       $    0.70  $    0.40  $   (0.92)
                                             ----------       ---------  ---------  ---------
                                             ----------       ---------  ---------  ---------
Weighted average number of shares
  outstanding.........................           23,953          23,724     23,263     23,176
                                             ----------       ---------  ---------  ---------
                                             ----------       ---------  ---------  ---------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                            DECEMBER 31,
                                                        SEPTEMBER 30,   --------------------
                                                             1998         1997       1996
                                                        --------------  ---------  ---------
<S>                                                     <C>             <C>        <C>
BALANCE SHEET DATA (AT END OF PERIOD)
Current assets........................................    $  143,303    $ 121,552  $ 110,239
Property, plant and equipment, net....................       453,165      431,478    411,465
Goodwill, net.........................................        49,994       48,719     50,410
Other assets..........................................        37,217       34,059     28,602
Total assets..........................................       683,679      635,808    600,716
Current liabilities...................................        94,908       73,812     57,537
Other long-term liabilities...........................        35,909       37,701     38,429
Deferred income taxes.................................        59,345       59,349     56,325
Long-term debt........................................       130,256      118,401    116,233
Stockholders' equity..................................       363,261      346,545    332,192
Total liabilities and stockholders equity.............       683,679      635,808    600,716
</TABLE>
 
    The Company is subject to the information and reporting requirements of the
Exchange Act and in accordance therewith is required to file periodic reports,
proxy statements and other information with the Commission relating to its
business, financial condition and other matters. Certain information, as of
particular dates, concerning the Company's business, principal physical
properties, capital structure,
 
                                       12
<PAGE>
material pending legal proceedings, operating results, financial condition,
directors and officers (including their remuneration and the stock options
granted to them), the principal holders of the Company's securities, any
material interests of such persons in transactions with the Company and certain
other matters is required to be disclosed in proxy statements and annual reports
distributed to the Company's stockholders and filed with the Commission. Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities maintained by Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices at 500 West Madison Street, Chicago, Illinois 60606 and 7 World Trade
Center, New York, New York 10048. Copies of such material can also be obtained
at prescribed rates from the Public Reference Section of the Commission at its
principal office at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549. Such material may be obtained electronically by visiting the Commission's
web site on the Internet at http://www.sec.gov. The Shares are traded on the New
York Stock Exchange. Reports, proxy statements and other information concerning
the Company should also be available for inspection at the New York Stock
Exchange, at 20 Broad Street, New York, New York 10005.
 
    Although neither Parent nor the Purchaser has any knowledge that any such
information is untrue, neither Parent nor the Purchaser takes any responsibility
for the accuracy or completeness of information contained in this Offer to
Purchase with respect to the Company or any of its subsidiaries or affiliates or
for any failure by the Company to disclose events which may have occurred or may
affect the significance or accuracy of any such information.
 
9. CERTAIN INFORMATION CONCERNING PARENT AND THE PURCHASER.
 
    Parent is a New Jersey corporation whose principal executive offices are
located at One Metroplex Drive, Birmingham, Alabama 35209. Parent produces,
distributes and sells construction materials and industrial and specialty
chemicals. Parent is the nation's leading producer of construction aggregates.
Parent operates primarily through two business groups: Construction Materials
and Chemicals. In 1997, Parent had approximately 7,180 employees and net sales
of approximately $1.7 billion.
 
    The Purchaser's principal executive offices are located care of Vulcan
Materials Company, One Metroplex Drive, Birmingham, Alabama 35209. The Purchaser
is a newly formed Delaware corporation and a wholly-owned subsidiary of Parent.
The Purchaser has not conducted any business other than in connection with the
Offer and the Merger, and was formed solely for the purpose of consummating the
Offer and the Merger and carrying out related transactions.
 
    The name, business address, citizenship, present principal occupation and
employment history for the past five years of each of the directors and
executive officers of Parent and the Purchaser are set forth in Schedule I.
 
    Parent is subject to the information and reporting requirements of the
Exchange Act and in accordance therewith is required to file periodic reports,
proxy statements and other information with the Commission relating to its
business, financial condition and other matters. Certain information, as of
particular dates, concerning Parent's business, principal physical properties,
capital structure, material pending legal proceedings, operating results,
financial condition, directors and officers (including their remuneration and
stock options granted to them), the principal holders of Parent's securities,
any material interests of such persons in transactions with Parent and certain
other matters is required to be disclosed in proxy statements and annual reports
distributed to Parent's stockholders and filed with the Commission. Such
reports, proxy statements and other information may be inspected and copied at
the Commission's public reference facilities and should also be available for
inspection at the New York Stock Exchange, 20 Broad Street, New York, New York
10005. Such material may be obtained electronically by visiting the Commission's
website on the Internet at http://www.sec.gov.
 
    Other than 37,000 Shares that are owned by Parent and were acquired in the
ordinary course of Parent's business and not during the past 60 days, and except
as set forth elsewhere in this Offer to
 
                                       13
<PAGE>
Purchase or Schedule I hereto: (i) neither Parent nor the Purchaser nor, to the
knowledge of Parent or the Purchaser, any of the persons listed in Schedule I
hereto or any associate or majority-owned subsidiary of Parent or the Purchaser
or any of the persons so listed, beneficially owns or has a right to acquire any
Shares or any other equity securities of the Company; (ii) neither Parent nor
the Purchaser nor, to the knowledge of Parent or the Purchaser, any of the
persons or entities referred to in clause (i) above or any of their executive
officers, directors or subsidiaries has effected any transaction in the Shares
or any other equity securities of the Company during the past 60 days; (iii)
neither Parent nor the Purchaser nor, to the knowledge of Parent or the
Purchaser, any of the persons listed in Schedule I hereto, has any contract,
arrangement, understanding or relationship with any other person with respect to
any securities of the Company (including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or the voting
of any such securities, joint ventures, loan or option arrangements, puts or
calls, guaranties of loans, guaranties against loss or the giving or withholding
of proxies, consents or authorizations); (iv) since January 1, 1995, there have
been no transactions which would require reporting under the rules and
regulations of the Commission between Parent or the Purchaser or any of their
respective subsidiaries or, to the knowledge of Parent or the Purchaser, any of
the persons listed in Schedule I hereto, on the one hand, and the Company or any
of its executive officers, directors or affiliates, on the other hand; and (v)
since January 1, 1995, there have been no contacts, negotiations or transactions
between Parent or the Purchaser or any of their respective subsidiaries or, to
the knowledge of Parent or the Purchaser, any of the persons listed in Schedule
I hereto, on the one hand, and the Company or any of its subsidiaries or
affiliates, on the other hand, concerning a merger, consolidation or
acquisition, a tender offer or other acquisition of securities, an election of
directors or a sale or other transfer of a material amount of assets.
 
10. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY.
 
    From time to time over the past ten years, Parent and the Company have
engaged in discussions on various matters relating to their respective
companies, including the possibility of a business combination or other
strategic transaction between Parent and the Company. In late August, 1998,
Donald M. James, Chairman and Chief Executive Officer of Parent, telephoned A.
Frederick Gerstell, Chairman and Chief Executive Officer of the Company, to
request a meeting.
 
    On September 8, 1998, Messrs. James and Gerstell met and discussed generally
a business combination. At the meeting, Mr. James indicated that Parent was
willing to consider an acquisition of the Company for cash, but that Parent
would need to conduct a due diligence investigation of the Company before it
would be in a position to make or proceed with any proposal regarding such a
transaction. Mr. Gerstell indicated that he might be willing to consider such a
possible transaction between the companies and that he would confer with the
Company's Board of Directors and its advisors regarding Parent's interest in
such a possible transaction. Following the meeting, the parties agreed that,
although specific terms with respect to a possible transaction had not been
discussed, it would be appropriate to enter into an agreement relating to the
exchange of confidential information, which was executed by Parent and the
Company on September 24, 1998.
 
    After conferring with and receiving authorization to proceed from the
Company's Board of Directors in early October, Mr. Gerstell contacted Mr. James
and indicated that the Company was willing to continue discussions regarding a
possible acquisition of the Company by Parent and to permit Parent to commence a
preliminary due diligence review of the Company. Between October 12 and October
31, 1998, the Company provided Parent with information relating to the Company
and its businesses, and representatives of Parent and the Company continued to
discuss generally the possible structures and potential valuations of an
acquisition transaction. During these discussions, representatives of Parent
proposed potential ranges of valuation for the Company which representatives of
the Company indicated were insufficient.
 
    At a meeting of Parent's Board of Directors held on November 1, 1998, Mr.
James and other members of Parent's senior management discussed with the
directors the results of the discussions
 
                                       14
<PAGE>
between the parties and of the preliminary due diligence review of the Company.
Following deliberation thereon, the Board authorized Mr. James and senior
management to continue discussions regarding the possible acquisition of the
Company by Parent and to make a definitive proposal to the Company. On November
1, 1998, Mr. James made a proposal to Mr. Gerstell for an acquisition of the
Company by Parent at a per Share price of $30.00 in cash, subject to completion
of its due diligence review of the Company and negotiation and execution of
definitive documentation and board approval thereof.
 
    A meeting of the Company's Board of Directors was held on November 4, 1998,
at which Parent's proposal was considered by the Company's directors, and
presentations relating thereto were given by senior management and financial and
legal advisors. Following that meeting, at the request of the Company's Board of
Directors, Mr. Gerstell informed Mr. James that the Company was prepared to
permit Parent to complete its due diligence and to negotiate definitive terms
with respect to the acquisition of the Company by Parent at a per Share price of
$31.00 in cash, subject to approval of the Company's Board of Directors of the
terms and conditions to be contained in the definitive documentation. After
consulting with Parent's Board of Directors, senior management and advisors, Mr.
James informed Mr. Gerstell on November 5, 1998, that Parent was prepared to
increase the proposed per Share price to $31.00, subject to the conditions
previously discussed.
 
    Between November 5 and November 10, 1998, representatives of Parent
continued their due diligence review of the Company at the Company's
headquarters in Los Angeles, California. On November 7, 1998, Parent furnished
the Company with a draft Merger Agreement. Additional discussions between
Parent, the Company and their respective advisors took place between November 7
and November 11, 1998, during which the significant terms of the Merger
Agreement were negotiated. At a meeting of the Company's Board of Directors held
on November 11, 1998, Mr. Gerstell, other members of the Company's management
and the Company's financial and legal advisors discussed the terms and
conditions of the contemplated transaction. At that meeting a form of the Merger
Agreement was presented to, and unanimously approved by, the Board of Directors
of the Company, subject to approval by Parent's Board of Directors of the Merger
Agreement and subject to satisfactory resolution of the final terms of the
Merger Agreement.
 
    From November 12 through November 14, 1998, Parent, the Company and their
respective advisors negotiated the remaining provisions of the Merger Agreement
on the terms authorized by the Company's Board of Directors at its November 11
meeting. At a meeting of Parent's Board of Directors held on November 14, 1998,
Mr. James, other members of Parent's senior management and Parent's financial
and legal advisors presented the terms of the proposed Merger Agreement and
discussed with the Board various factors relating to the transactions
contemplated thereby, including the per Share price. After due consideration,
the Board of Directors of Parent unanimously approved the Merger Agreement. The
Merger Agreement was executed later that day by Parent and the Company. On
November 16, 1998, the parties issued a joint press release announcing the
execution of the Merger Agreement.
 
11. PURPOSE OF THE OFFER; THE MERGER AGREEMENT; THE SUPPORT AGREEMENTS;
    APPRAISAL RIGHTS; PLANS FOR THE COMPANY; "GOING PRIVATE" TRANSACTIONS; THE
    RIGHTS.
 
    (A) PURPOSE.
 
    The purpose of the Offer and the Merger is to acquire control of, and the
entire equity interest in, the Company. The Offer, as the first step in the
acquisition of the Company, is intended to facilitate the acquisition of all the
Shares. The purpose of the Merger is to acquire all capital stock of the Company
not purchased pursuant to the Offer or otherwise. As a result of the Offer and
the Merger, the Company will become a wholly-owned subsidiary of Parent.
 
    The following is a summary of certain provisions of the Merger Agreement and
the Support Agreements. This summary is qualified in its entirety by reference
to the Merger Agreement and the Support
 
                                       15
<PAGE>
Agreements, which are incorporated by reference and copies of which have been
filed with the Commission as exhibits to the Schedule 14D-1. The Merger
Agreement and the Support Agreements may be examined and copies may be obtained
at the places set forth in Section 8. Defined terms used herein and not defined
herein shall have the respective meanings assigned to those terms in the Merger
Agreement.
 
    (B) THE MERGER AGREEMENT
 
    THE OFFER.  The Merger Agreement provides that the Purchaser will commence
the Offer and that, upon the terms and subject to prior satisfaction or waiver
of the conditions of the Offer, as set forth in Section 14, the Purchaser will
purchase all Shares validly tendered and not withdrawn pursuant to the Offer.
The Merger Agreement provides that, without the prior written consent of the
Company, the Purchaser will not (i) decrease the Offer price or change the form
of consideration payable in the Offer, (ii) decrease the number of Shares sought
to be purchased in the Offer, (iii) subject to Parent's and Purchaser's right to
waive same (subject to clause (iv) below), amend the conditions to the Offer or
impose additional conditions to the Offer, (iv) waive the Minimum Condition or
(v) amend any other term of the Offer in a manner adverse to the holders of
Shares. Notwithstanding the foregoing, the Purchaser is required to extend the
Offer from time to time, (i) if at the then scheduled Expiration Date of the
Offer any of the conditions to Purchaser's obligation to accept for payment and
pay for all Shares shall not have been satisfied or waived or (ii) for any
period required by any rule, regulation, interpretation or position of the
Commission or its staff applicable to the Offer; PROVIDED that no individual
extension shall extend beyond five business days, or for such longer period as
required by any applicable law or any such rule, regulation, interpretation or
position, from the immediately preceding Expiration Date and that Purchaser is
in no event required to extend the Offer beyond March 31, 1999. In addition, if
all conditions to the Offer are satisfied and the number of Shares tendered and
not withdrawn is more than 70%, but less than 90%, of the outstanding number of
Shares on a fully diluted basis, the Purchaser shall have the right, in its sole
discretion, to extend the Offer from time to time for up to a maximum of ten
additional business days in the aggregate for all such extensions beyond the
latest Expiration Date under the provisions described in the preceding sentence.
 
    RECOMMENDATION.  The Company has represented to Parent in the Merger
Agreement that the Board of Directors of the Company (the "Company Board"), at a
meeting duly called and held, has (i) determined by unanimous vote that the
Offer and the Merger are fair to and in the best interests of the Company's
stockholders, (ii) approved the Offer and the Merger Agreement in accordance
with the GCL, (iii) recommended acceptance of the Offer and adoption of the
Merger Agreement by the Company's stockholders (if such adoption is required by
applicable law), and (iv) taken all other action necessary to render Section 203
of the GCL and the Rights inapplicable to the Offer and the Merger; PROVIDED,
HOWEVER, that such recommendation and approval may be withdrawn, modified or
amended to the extent that the Company Board determines in good faith, after
consultation with its outside legal counsel, that failure to take such action
would constitute a breach of the Company Board's fiduciary obligations under
applicable law. The Company further represented that, prior to the execution of
the Merger Agreement, CSFB has delivered to the Company Board its opinion, and
as of the date of execution of the Merger Agreement (November 14, 1998)
delivered its written opinion, in each case to the effect that, as of the date
of such opinion, the cash consideration to be received by the holders of the
Shares pursuant to the Offer and the Merger is fair to such holders from a
financial point of view.
 
    DIRECTORS.  The Merger Agreement provides that, subject to compliance with
applicable law, Parent, promptly upon the payment by the Purchaser for Shares
pursuant to the Offer, and from time to time thereafter, is entitled to
designate such number of directors, rounded up to the next whole number, on the
Company Board as is equal to the product of the total number of directors on the
Company Board (determined after giving effect to the directors so elected
pursuant to such provision) multiplied by the percentage that the aggregate
number of Shares beneficially owned by Parent or its affiliates bears to the
total number of Shares then outstanding. The Company shall, upon request of
Parent, promptly take
 
                                       16
<PAGE>
all actions necessary to cause Parent's designees to be so elected, including,
if necessary, seeking the resignations of one or more existing directors;
PROVIDED, HOWEVER, that prior to the time the Merger becomes effective (the
"Effective Time"), the Company Board shall always have at least two members who
are neither officers, directors, affiliates or designees of the Purchaser or any
of its affiliates ("Purchaser Insiders"). If the number of directors who are not
Purchaser Insiders is reduced below two prior to the Effective Time, the
remaining director who is not a Purchaser Insider will be entitled to designate
a person who is not a Purchaser Insider to fill such vacancy. Following the
election or appointment of Parent's designees and prior to the Effective Time,
any amendment or termination of the Merger Agreement by the Company, any
extension by the Company of the time for performance of any of the obligations
or other acts of Parent or the Purchaser, any waiver of any of the Company's
rights thereunder or any other actions taken by the Company, will require the
concurrence of a majority of the directors of the Company then in office who are
not Purchaser Insiders (or in the case where there are two or fewer directors
who are not Purchaser Insiders, the concurrence of one director who is not a
Purchaser Insider) if such amendment, termination, extension, waiver or action
would be reasonably likely to have an adverse effect on the minority
stockholders of the Company.
 
    THE MERGER.  The Merger Agreement provides that, at the Effective Time, the
Purchaser will be merged with and into the Company. Following the Merger, the
separate corporate existence of the Purchaser will cease and the Company will
continue as the Surviving Corporation.
 
    The Company has agreed pursuant to the Merger Agreement that, if required by
applicable law in order to consummate the Merger, it will (i) duly call, give
notice of, convene and hold a special meeting of its stockholders as soon as
practicable following the acceptance for payment of and payment for Shares by
the Purchaser pursuant to the Offer for the purpose of adopting the Merger
Agreement; (ii) prepare and file with the Commission a preliminary proxy
statement relating to the Merger Agreement, and use its reasonable best efforts
(x) to obtain and furnish the information required to be included by the
Commission in the Proxy Statement (as defined herein) and, after consultation
with Parent, to respond promptly to any comments made by the Commission with
respect to the preliminary proxy statement and to cause a definitive proxy
statement (the "Proxy Statement") to be mailed to its stockholders and (y) to
obtain the necessary approvals of the Merger and adoption of the Merger
Agreement by its stockholders; and (iii) subject to the fiduciary obligations of
the Company Board under applicable law, include in the Proxy Statement the
recommendation of the Company Board that stockholders of the Company vote in
favor of the approval of the Merger Agreement. Parent has agreed in the Merger
Agreement that it will vote, or cause to be voted, all of the Shares then owned
by it, the Purchaser or any of its other subsidiaries in favor of the approval
of the Merger and the Merger Agreement.
 
    The Merger Agreement further provides that, notwithstanding the foregoing,
if Parent, the Purchaser or any other of Parent's subsidiaries acquires at least
90% of the outstanding Shares pursuant to the Offer or otherwise, the parties to
the Merger Agreement will take all necessary and appropriate action to cause the
Merger to become effective as soon as practicable after the acceptance for
payment of and payment for the Shares by the Purchaser pursuant to the Offer
without a meeting of the stockholders of the Company, in accordance with Section
253 of the GCL.
 
    CHARTER, BYLAWS, DIRECTORS AND OFFICERS.  The Certificate of Incorporation
of the Purchaser, as in effect immediately prior to the Effective Time, shall be
the Certificate of Incorporation of the Surviving Corporation, until thereafter
amended in accordance with the provisions thereof and applicable law. The
By-Laws of the Purchaser in effect at the Effective Time shall be the By-Laws of
the Surviving Corporation, until thereafter amended in accordance with
applicable law. Subject to applicable law, the directors of the Purchaser
immediately prior to the Effective Time will be the initial directors of the
Surviving Corporation and will hold office until their respective successors are
duly elected and qualified, or their earlier death, resignation or removal, and
the officers of the Purchaser immediately prior to the Effective Time will be
the initial officers of the Surviving Corporation.
 
                                       17
<PAGE>
    CONVERSION OF SECURITIES.  By virtue of the Merger and without any action on
the part of the holders thereof, at the Effective Time each Share issued and
outstanding immediately prior to the Effective Time (other than (i) any Shares
held by Parent, the Purchaser, any wholly-owned subsidiary of Parent or the
Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of
the Company, which Shares, by virtue of the Merger and without any action on the
part of the holder thereof, will be canceled and retired and will cease to exist
with no payment being made with respect thereto and (ii) Dissenting Shares) will
be canceled and retired and will be converted into the right to receive $31.00
(or any higher Purchaser determines in its sole discretion to pay in the Offer)
net per Share in cash, payable to the holder thereof, without interest thereon
(the "Merger Price"), upon surrender of the certificate formerly representing
such Share. At the Effective Time, each share of common stock of the Purchaser,
par value $.01 per share, issued and outstanding immediately prior to the
Effective Time will, by virtue of the Merger and without any action on the part
of the holder thereof, be converted into and become one validly issued, fully
paid and non-assessable share of common stock, par value $.01 per share, of the
Surviving Corporation.
 
    The Merger Agreement provides that, prior to the Effective Time, the Company
Board (or, if appropriate, any committee thereof) shall adopt appropriate
resolutions and use its reasonable best efforts to provide for the cancellation,
effective at the Effective Time, of all the outstanding Options granted under
any stock option or similar plan of the Company (the "Stock Plans"), or under
any agreement, without any payment therefor except as otherwise discussed in
this Section 11. Immediately prior to the Effective Time, all Options (whether
vested or unvested) will be canceled (and to the extent exercisable shall no
longer be exercisable) and will entitle each holder thereof, in cancellation and
settlement therefor, to a payment, if any, in cash by the Company (less any
applicable withholding taxes), at the Effective Time, equal to the product of
(i) the total number of Shares subject to such Option and (ii) the excess, if
any, of the Merger Price over the exercise price per Share subject to such
Option (the "Cash Payments").
 
    REPRESENTATIONS AND WARRANTIES.  Pursuant to the Merger Agreement, the
Company has made customary representations and warranties to the Parent and the
Purchaser with respect to, among other matters, its organization and
qualification, capitalization, authority, required filings, consents and
approvals, financial statements, public filings, litigation, compliance with
law, employee benefit plans, environmental matters, material contracts, opinion
of financial advisor, information to be included in the Schedule 14D-1, the
Proxy Statement or the other documents required to be filed with the Commission
or any other governmental authority relating to the Offer and the Merger, tax
status, condition of assets, relationships with customers and employees and the
absence of any material adverse effects on the Company. The Parent and the
Purchaser have made customary representations and warranties to the Company with
respect to, among other matters, its organization, qualifications, authority,
required filings, consents and approvals, information to be included in the
Schedule 14D-9, the Proxy Statement or the other documents required to be filed
with the Commission or any other governmental authority relating to the Offer
and the Merger and availability of funds.
 
    COVENANTS.  The Merger Agreement obligates the Company and its subsidiaries,
from the date of the Merger Agreement until the Effective Time, to conduct their
operations only in the ordinary and usual course of business consistent with
past practice and obligates the Company and its subsidiaries to use their
reasonable best efforts to preserve intact their business organizations, to keep
available the services of their present officers and key employees and to
preserve the good will of those having business relationships with them. The
Merger Agreement also contains specific restrictive covenants as to certain
impermissible activities of the Company prior to the Effective Time, which
provide that the Company will not (and will not permit any of its subsidiaries
to) take certain actions without the prior written consent of Parent including,
among other things, restrictions on amendments to its certificate of
incorporation or by-laws, issuances or sales of its securities, changes in
capital structure, dividends and other distributions, repurchases or redemptions
of securities, material acquisitions or dispositions, increases in compensation
or adoption of new benefit plans and certain other material events or
 
                                       18
<PAGE>
transactions. This provision prevents the Company from declaring and paying its
regular $.10 per Share quarterly dividend.
 
    ACCESS TO INFORMATION.  The Merger Agreement provides that, until the
Effective Time, the Company will give Parent and the Purchaser and their
representatives reasonable access, during normal business hours, to the offices
and other facilities and to the books and records of the Company and its
subsidiaries, and to provide Parent and the Purchaser copies of documents filed
pursuant to federal or state securities laws during this period, and, upon
reasonable request, other information with respect to the business and
operations of the Company and its subsidiaries.
 
    EFFORTS.  Subject to the terms and conditions provided in the Merger
Agreement, each of the Company, Parent and the Purchaser shall cooperate and use
their respective reasonable best efforts to make or cause to be made all filings
necessary or proper under applicable laws and regulations to consummate and make
effective the transactions contemplated by the Merger Agreement.
 
    Each of the parties also has agreed to use its reasonable best efforts to
obtain as promptly as practicable all Consents (as defined in the Merger
Agreement) of any governmental authorities or any other person required in
connection with, and waivers of any Violations (as defined in the Merger
Agreement) that may be caused by, the consummation of the transactions
contemplated by the Merger Agreement.
 
    PUBLIC ANNOUNCEMENTS.  The Merger Agreement provides that the Company, on
the one hand, and Parent and the Purchaser, on the other hand, agree to consult
promptly with each other prior to issuing any press release or otherwise making
any public statement with respect to the Offer, the Merger and the other
transactions contemplated by the Merger Agreement, agree to provide to the other
party for review a copy of any such press release or statement, and shall not
issue any such press release or make any such public statement prior to such
consultation and review, unless required by applicable law or any listing
agreement with a securities exchange.
 
    EMPLOYEE BENEFIT ARRANGEMENTS.  With respect to employee benefit matters,
the Merger Agreement provides that, from and after the Effective Time, Parent
will honor, or Parent will cause to have honored, all obligations under the
Company's employee benefit plans, subject to certain dollar limitations with
respect to specified employment, severance and change in control agreements.
Notwithstanding the foregoing, from and after the Effective Time, Parent or its
designee may exercise any right to amend, modify, alter or terminate any Plan,
provided that any such action will not adversely affect any vested rights or any
rights for which the agreement of the other party or a beneficiary is required.
The Merger Agreement also provides that employees of the Surviving Corporation
immediately following the Effective Time who immediately prior to the Effective
Time were employees of the Company or any Company subsidiary will be given
credit for purposes of eligibility, vesting and levels of benefits (other than
for benefit accrual purposes under defined benefit pension plans) under each
employee benefit plan, program, policy or arrangement of Parent or the Surviving
Corporation in which such employees participate subsequent to the Effective Time
for all service with the Company and any Company subsidiary prior to the
Effective Time (to the extent such credit was given by the Company or any
Company subsidiary). The Company has agreed that it will not take any action
which could prevent or impede the termination of the 1987 Stock Option Plan, the
1990 Stock Option Plan, the 1993 Stock Option Plan, the 1998 Stock Option Plan
and the Employee Stock Purchase Plan of the Company, as any of them may have
been amended, and all other Stock Plans and any other plan, program or
arrangement providing for the issuance or grant of any other interest in respect
of the capital stock of the Company or any subsidiary of the Company, in each
case, effective prior to the Effective Time. The Company has agreed to use its
reasonable best efforts to obtain all necessary consents so that after the
Effective Time, holders of Options will have no rights other than the rights of
the holders of Options to receive the Cash Payment, if any, in cancellation and
settlement thereof.
 
                                       19
<PAGE>
    INDEMNIFICATION; DIRECTORS' AND OFFICERS' INSURANCE.  Pursuant to the Merger
Agreement, Parent has agreed that from and after the Effective Time all rights
to indemnification, defense and advancement of funds existing at the date of the
Merger Agreement in favor of individuals who were directors or officers of the
Company or any of its subsidiaries at or prior to the Effective Time as set
forth in the Certificate of Incorporation or By-Laws of the Company or pursuant
to certain agreements shall survive the Merger and shall continue in full force
and effect and will be honored by the Surviving Corporation. The Merger
Agreement further provides that the Company shall, and from and after the
Effective Time, the Surviving Corporation shall, cause to be maintained in
effect for not less than six years (except as provided below) from the Effective
Time the current policies of the directors' and officers' liability insurance
maintained by the Company; PROVIDED that the Surviving Corporation may
substitute therefor other policies of at least the same coverage amounts and
which contain terms and conditions not less advantageous in the aggregate to the
beneficiaries for the current policies and PROVIDED that such substitution shall
not result in any gaps or lapses in coverage with respect to matters occurring
prior to the Effective Time; and PROVIDED, FURTHER, that the Surviving
Corporation shall not be required to pay an annual premium in excess of 200% of
the last annual premium paid by the Company prior to the date hereof (which the
Company represents to be $233,200 for the 12-month period ending June 27, 1998)
and if the Surviving Corporation is unable to obtain such insurance it shall
obtain as much comparable insurance as possible for an annual premium equal to
such maximum amount. Notwithstanding the foregoing, at any time on or after the
third anniversary of the Effective Time, Parent may, at its election, provide
funds to the Surviving Corporation to the extent necessary so that the Surviving
Corporation may self-insure with respect to the level and scope of insurance
coverage required in lieu of causing to remain in effect any directors' and
officers' liability insurance policy.
 
    Any indemnified party under the Merger Agreement wishing to claim such
indemnification, upon learning of any such claim, action, suit, proceeding or
investigation, must promptly notify Parent thereof (but any such failure or
delay will not relieve Parent of liability except to the extent Parent is
materially prejudiced as the indemnifying as a result of such failure or delay).
After the Effective Time, in the event of any such claim, action, suit,
proceeding or investigation (whether arising before or after the Effective
Time), (i) Parent or the Surviving Corporation will have the right to assume the
defense thereof and Parent will not be liable to such Indemnified Parties for
any legal expenses of other counsel or any other expenses subsequently incurred
by such indemnified parties in connection with the defense thereof, (ii) the
indemnified parties will cooperate in the defense of any such matter and (iii)
Parent will not be liable for any settlement effected without its prior written
consent, which consent will not be reasonably withheld, provided that Parent
shall not have any obligation to any indemnified party when and if a court of
competent jurisdiction shall ultimately determine, and such determination shall
have become final and non-appealable, that such person is not entitled to
indemnification in such manner under applicable law. The Merger Agreement
provides that any indemnified party may retain its own separate counsel
reasonably satisfactory to such party if there is a conflict of interest
requiring separate representation under applicable principles of professional
responsibility and Parent will be responsible for any reasonable legal fees or
expenses of such counsel subsequently incurred by such indemnified party in
connection with such participation or defense which will be paid promptly as
detailed statements of such fees and expenses are received.
 
    NOTIFICATION OF CERTAIN MATTERS.  Parent and the Company have agreed to
promptly notify each other of (i) the occurrence or non-occurrence of any fact
or event which would be reasonably likely (A) to cause any representation or
warranty contained in the Merger Agreement to be untrue or inaccurate in any
material respect at any time prior to the Effective Time or (B) to cause any
covenant, condition or agreement under the Merger Agreement not to be complied
with or satisfied and (ii) any failure of the Company, Parent or the Purchaser,
as the case may be, to comply with or satisfy any covenant, condition or
agreement to be complied with or satisfied by it under the Merger Agreement;
PROVIDED, HOWEVER, that no such notification will affect the representations or
warranties of any party or the conditions to the obligations of any party. Each
of the Company, Parent and the Purchaser is also required to give prompt notice
to the other parties of any notice or other communication from any third party
alleging that the consent of such third party is or may be required in
connection with the transactions contemplated by the Merger Agreement.
 
                                       20
<PAGE>
    RIGHTS AGREEMENT.  The Company covenants and agrees in the Merger Agreement
that it will not (i) redeem the Rights, (ii) amend the Rights Agreement or (iii)
take any action which would allow any Person (as defined in the Rights
Agreement) other than Parent or the Purchaser to acquire beneficial ownership of
25% or more of the Shares without causing a Distribution Date (as such term is
defined in the Rights Agreement) to occur.
 
    STATE TAKEOVER LAWS.  The Merger Agreement provides that each party will,
upon the request of another party, take all reasonable steps to assist in any
challenge by such other party to the validity or applicability to the
transactions contemplated by the Merger Agreement, including the Offer and the
Merger, of any state takeover law.
 
    NO SOLICITATION.  The Merger Agreement requires the Company, its affiliates
and their respective officers, directors (in their capacity as such), employees,
representatives and agents to immediately cease any existing discussions or
negotiations with any parties with respect to any acquisition or exchange of all
or any material portion of the assets of, or any material equity interest in,
the Company or any of its subsidiaries or any business combination with the
Company or any of its subsidiaries. The Merger Agreement further provides that,
prior to the Effective Time, the Company will not authorize or permit any of its
subsidiaries or any of its or its subsidiaries' directors (in their capacity as
such), officers, employees, agents or representatives, directly or indirectly,
to solicit, initiate, encourage or facilitate, or furnish or disclose non-public
information in furtherance of, any inquiries or the making of any proposal with
respect to any merger, liquidation, recapitalization, consolidation or other
business combination involving the Company or its subsidiaries or acquisition of
any material amount of capital stock or any material portion of the assets of
the Company or of its subsidiaries (except for acquisitions of assets in the
ordinary course of business consistent with past practice), or any combination
of the foregoing (an "Acquisition Transaction"), or negotiate or engage in
substantive discussions with any person with respect to any Acquisition
Transaction or enter into or resolve to enter into any agreement, arrangement or
understanding with respect to any Acquisition Transaction or requiring it to
abandon, terminate or fail to consummate the Merger or any other transaction
contemplated by the Merger Agreement; PROVIDED, HOWEVER, that the Company may
furnish information to, and negotiate or otherwise engage in substantive
discussions with, any person who has delivered a bona fide written proposal for
an Acquisition Transaction, and may terminate the Merger Agreement pursuant to
Section 8.1(g) of the Merger Agreement in order to immediately thereafter enter
into a definitive agreement with respect to such Acquisition Transaction, in
each case, if the Company Board determines in good faith following consultation
with outside counsel that failing to take such action would constitute a breach
of the fiduciary obligations of the Company Board under applicable law, provided
that prior to furnishing non-public information to any such party, the Company
shall have entered into a confidentiality agreement containing terms at least as
favorable to the Company as those of the Confidentiality Agreement (other than
the stand-still provisions thereof) with respect to the maintenance of
confidentiality and the permitted use of information provided by or on behalf of
the Company.
 
    The Merger Agreement further provides that, from and after the execution of
the Merger Agreement, the Company will promptly advise Parent of any
discussions, negotiations or proposals relating to an Acquisition Transaction,
identify the offeror and furnish to Parent a copy of any such proposal, if it is
in writing, or a written summary of any such proposal relating to an Acquisition
Transaction if it is not in writing, and that the Company will promptly advise
Parent of any material development relating to any such proposal, including
results of any discussions or negotiations with respect thereto.
 
    Nothing in the Merger Agreement prohibits the Company from taking and
disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule
14e-2(a) under the Exchange Act or from making any disclosure to the Company's
stockholders, in each case, if, in the good faith judgment of the Company Board
following consultation with outside counsel, failure to take such positions or
so to disclose such would constitute a violation of applicable law.
 
                                       21
<PAGE>
    CONDITIONS TO CONSUMMATION OF THE MERGER.  Pursuant to the Merger Agreement,
the respective obligations of Parent, the Purchaser and the Company to
consummate the Merger are subject to the satisfaction or waiver, at or before
the Effective Time, of each of the following conditions: (i) the stockholders of
the Company shall have duly adopted the Merger Agreement, if required by
applicable law; (ii) the Purchaser shall have accepted for payment and paid for
Shares pursuant to the Offer in accordance with the terms of the Merger
Agreement; and (iii) the consummation of the Merger is not restrained, enjoined
or prohibited by any order, judgment, decree, injunction or ruling of a court of
competent jurisdiction or any governmental authority and there is not any
statute, rule or regulation enacted, promulgated or deemed applicable to the
Merger by any governmental authority which prevents the consummation of the
Merger or has the effect of making the purchase of Shares illegal.
 
    TERMINATION.  The Merger Agreement may be terminated and the Merger may be
abandoned at any time prior to the Effective Time, notwithstanding approval
thereof by the stockholders of the Company (with any termination by Parent also
being an effective termination by the Purchaser), provided that if Shares are
accepted for payment pursuant to the Offer, neither Parent nor the Purchaser may
terminate the Merger Agreement or abandon the Merger except pursuant to clause
(a) below:
 
        (a)  by the mutual written consent of Parent and the Company, by action
    of their respective Boards of Directors;
 
        (b)  by the Company if (i) Parent or the Purchaser fails to commence the
    Offer as provided in Section 1.1 of the Agreement, or (ii) Parent or the
    Purchaser has not accepted for payment and paid for the Shares pursuant to
    the Offer in accordance with the terms of the Offer on or before March 31,
    1999;
 
        (c)  by Parent or the Company if the Offer expires pursuant to its terms
    without any Shares being purchased thereunder;
 
        (d)  by Parent or the Company if any court of competent jurisdiction or
    other governmental authority shall have issued an order, decree or ruling or
    taken any other action permanently enjoining, restraining or otherwise
    prohibiting the Merger or the acceptance for payment of, or payment for,
    Shares pursuant to the Offer and such order, decree or ruling or other
    action shall have become final and nonappealable, provided that the party
    seeking to terminate the Merger Agreement shall have used its reasonable
    best efforts to remove or lift such order, decree or ruling;
 
        (e)  by Parent if the Company breaches its covenant in Section 6.8 of
    the Merger Agreement (relating to the Rights Agreement);
 
        (f)  by Parent if the Company Board shall have withdrawn or modified
    (including by amendment of the Schedule 14D-9) in a manner adverse to the
    Purchaser its approval or recommendation of the Offer, the Merger Agreement
    or the Merger, shall have approved or recommended any Acquisition
    Transaction, or shall have resolved to effect any of the foregoing; and
 
        (g)  by the Company in accordance with Section 6.10 of the Merger
    Agreement.
 
    In the event of the termination of the Merger Agreement in accordance with
its terms, the Merger Agreement will become void and have no effect, without any
liability on the part of any party or its directors, officers or stockholders,
other than certain specified provisions, which shall survive any such
termination; PROVIDED that no party would be relieved from liability for any
willful breach of the Merger Agreement.
 
    FEES AND EXPENSES.  Except as provided below, whether or not the Merger is
consummated, all costs and expenses incurred in connection with the Offer, the
Merger Agreement and the transactions contemplated by the Merger Agreement will
be paid by the party incurring such expenses. In the event that the Merger
Agreement is terminated pursuant to subparagraphs (e), (f) or (g) under
"Termination" as described above (or is terminated pursuant to subparagraph (c)
as a result of the failure to satisfy the conditions set forth in paragraph (d)
of Section 14), then the Company will within two business days after
 
                                       22
<PAGE>
such termination (except for a termination under subparagraph (g) in which case
payment is to be made upon or prior to such termination) pay Parent a
termination fee of $20,000,000 (the "Termination Fee") in immediately available
funds by wire transfer to an account designated by Parent. In the event that (i)
a bona fide Acquisition Transaction has been proposed to the Company or publicly
announced or disclosed, (ii) the Merger Agreement is subsequently terminated
pursuant to subparagraph (b)(ii) or (c) (other than as a result of the failure
of any of the conditions set forth in paragraph (d) of Section 14) under
"Termination" above and (iii) within six months of such termination the Company
shall have entered into a definitive agreement or a written agreement in
principle providing for an Acquisition Transaction with respect to, directly or
indirectly, more than 50% of the capital stock of the Company or of the assets
(based on fair market value) of the Company and its subsidiaries, taken as a
whole, then the Company shall pay Parent the Termination Fee at or prior to
execution of such agreement or agreement in principle in immediately available
funds by wire transfer to an account designated by Parent.
 
    AMENDMENT.  The Merger Agreement may be amended by the Company, Parent and
the Purchaser at any time before or after any approval of the Merger Agreement
by the stockholders of the Company but, after any such approval, no amendment
will be made which decreases the price to be paid in the Merger or which
adversely affects the rights of the Company's stockholders thereunder without
the approval of such stockholders or which otherwise violates applicable law.
The Merger Agreement provides that any amendment or termination of the Merger
Agreement following the election of Parent's designees to the Company Board,
which would be reasonably likely to have an adverse effect on the minority
stockholders, requires the concurrence of a majority of the directors of the
Company Board who are not Purchaser Insiders (or in the case where there are two
or fewer directors who are not Purchaser Insiders, the concurrence of one
director who is not a Purchaser Insider).
 
    EXTENSION; WAIVER.  Subject to the Merger Agreement, at any time prior to
the Effective Time, the parties thereto may (i) extend the time for the
performance of any of the obligations or other acts of any other party thereto,
(ii) waive any inaccuracies in the representations and warranties contained
therein of any other party thereto or in any document, certificate or writing
delivered pursuant to the Merger Agreement by any other party thereto or (iii)
waive compliance by any other party with any of the agreements or conditions.
The Merger Agreement provides that following the election of Parent's designees
to the Company Board and prior to the Effective Time, any extension by the
Company of the time for the performance of any of the obligations or other acts
of Parent or the Purchaser or waiver of any of the Company's rights under the
Merger Agreement or any other actions by the Company, in each case, which would
be reasonably likely to have an adverse effect on the minority stockholders,
will require the concurrence of a majority of the directors of the Company then
in office who are not Purchaser Insiders (or in the case where there are two or
fewer directors who are not Purchaser Insiders, the concurrence of one director
who is not a Purchaser Insider).
 
    (C)  THE SUPPORT AGREEMENTS
 
    Concurrently with the execution of the Merger Agreement, Parent entered into
Support Agreements with each member of the Board of Directors of the Company. In
the aggregate, such stockholders owned 639,549 Shares, representing
approximately 2.7% of the Shares outstanding as of November 14, 1998.
 
    Pursuant to the Support Agreements the stockholder(s) have agreed to tender
and not withdraw their Shares pursuant to and in accordance with the terms of
the Offer.
 
    Each of these stockholders also agreed that such stockholder will not sell,
contract to sell or otherwise dispose of such stockholder's Shares other than
(i) pursuant to the Offer, (ii) with Parent's written consent and (iii) Shares
transferred to the Company in connection with the exercise of stock options.
Nothing in the Support Agreements restricts the stockholders' abilities to (i)
withdraw Shares from the Offer or dispose of 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 certain other actions.
 
                                       23
<PAGE>
    The agreements contained in each Support Agreement may be terminated by any
party thereto at any time after the earlier of payment for the Shares pursuant
to the Offer and the termination of the Merger Agreement in accordance with its
terms.
 
    (D)  APPRAISAL RIGHTS.  No appraisal rights are available in connection with
the Offer. If the Merger is consummated, however, stockholders of the Company
who have not tendered their Shares will have certain rights under the GCL to
dissent and demand appraisal of, and to receive payment in cash of the fair
value of, their Shares. Stockholders who perfect such rights by complying with
the procedures set forth in Section 262 of the GCL ("Section 262") will have the
fair value of their Shares (exclusive of any element of value arising from the
accomplishment or expectation of the Merger) determined by the Delaware Court of
Chancery and will be entitled to receive a cash payment equal to such fair value
from the Surviving Corporation. In addition, such dissenting stockholders would
be entitled to receive payment of a fair rate of interest from the date of
consummation of the Merger on the amount determined to be the fair value of
their Shares. In determining the fair value of the Shares, the court is required
to take into account all relevant factors. Accordingly, such determination could
be based upon considerations other than, or in addition to, the market value of
the Shares, including, among other things, asset values and earning capacity. In
WEINBERGER V. UOP, INC., the Delaware Supreme court stated that "proof of value
by any techniques or methods which are generally considered acceptable in the
financial community and otherwise admissible in court" should be considered in
an appraisal proceeding. The WEINBERGER court also noted that under Section 262,
fair value is to be determined "exclusive of any element of value arising from
the accomplishment of exception of the merger." In CEDE & CO. v. TECHNICOLOR,
INC., however, the Delaware Supreme Court stated that, in the context of a
two-step cash merger, "to the extent that value has been added following a
change in majority control before cash-out, it is still value attributable to
the going concern," to be included in the appraisal process. As a consequence,
the fair value determined in any appraisal proceeding could be more or less than
the consideration to be paid in the Offer and the Merger.
 
    Parent does not intend to object, assuming the proper procedures are
followed, to the exercise of appraisal rights by any stockholder and the demand
for appraisal of, and payment in cash for the fair value of, the Shares. Parent
intends, however, to cause the Surviving Corporation to argue in an appraisal
proceeding that, for purposes of such proceeding, the fair value of each Share
is less than the price paid in the Merger. In this regard, stockholders should
be aware that opinions of investment banking firms as to the fairness from a
financial point of view (including CSFB's opinion described herein) are not
necessarily opinions as to "fair value" under Section 262.
 
    THE PRESERVATION AND EXERCISE OF DISSENTERS' RIGHTS REQUIRE STRICT ADHERENCE
TO THE APPLICABLE PROVISIONS OF THE GCL.
 
    (E)  PLANS FOR THE COMPANY.  In connection with the Offer, Parent and the
Purchaser have reviewed, and will continue to review various possible business
strategies that they might consider in the event that the Purchaser acquires
control of the Company, whether pursuant to this Offer, the Merger or otherwise.
Such strategies could include, among other things, changes in the Company's
business, corporate structure, capitalization or management.
 
    (F)  "GOING PRIVATE" TRANSACTIONS.  The Commission has adopted Rule 13e-3
under the Exchange Act which is applicable to certain "going private"
transactions and which may under certain circumstances be applicable to the
Merger. However, Rule 13e-3 would be inapplicable if (i) the Shares are
deregistered under the Exchange Act prior to the Merger or other business
combination or (ii) the Merger or other business combination is consummated
within one year after the purchase of the Shares pursuant to the Offer and the
amount paid per Share in the Merger or other business combination is at least
equal to the amount paid per Share in the Offer. If applicable, Rule 13e-3
requires, among other things, that certain financial information concerning the
fairness of the proposed transaction and the consideration offered to minority
stockholders in such transaction be filed with the Commission and disclosed to
stockholders prior to the consummation of the transaction.
 
                                       24
<PAGE>
    (G)  THE RIGHTS.  According to the Company's Form 10-K for the fiscal year
ended December 31, 1992 (together with subsequent filings relating to the Rights
Agreement, the "Company 10-K"), on September 22, 1987, the Company declared a
dividend distribution of one Right for each outstanding Share, which entitles
the registered holder to purchase from the Company one Share, par value $1 per
share, of the Company at an exercise price of $90 per Share (the "Exercise
Price"), subject to adjustment.
 
    The Rights Agreement provides that in the event that a person becomes the
beneficial owner of 25% or more of the outstanding Shares, each holder of a
Right can receive upon exercise that number of Shares of the Company having at
the time of such transaction a market value equal to two times the Exercise
Price. In the event that the Company is acquired in a merger or other business
combination transaction in which the Company is not the surviving corporation or
where 50% or more of the assets or earning power is sold or transferred, each
holder of a Right can receive common stock of the acquiring company having a
value equal to two times the Exercise Price. As a condition of the Offer and
pursuant to the Merger Agreement, the Company has taken all actions necessary to
make the Rights inapplicable to the Offer and the Merger.
 
    The foregoing summary of the Rights Agreement does not purport to be
complete and is qualified in its entirety by reference to the Company 10-K and
the text of the Rights Agreement as set forth as an exhibit thereto filed with
the Commission, copies of which may be obtained in the manner set forth in
Section 8.
 
    STOCKHOLDERS ARE REQUIRED TO TENDER ONE ASSOCIATED RIGHT FOR EACH SHARE
TENDERED IN ORDER TO EFFECT A VALID TENDER OF SUCH SHARE. IF THE DISTRIBUTION
DATE (AS DEFINED IN THE RIGHTS AGREEMENT) DOES NOT OCCUR PRIOR TO THE EXPIRATION
DATE, A TENDER OF SHARES WILL ALSO CONSTITUTE A TENDER OF THE ASSOCIATED RIGHTS.
SEE SECTIONS 1 AND 3.
 
12. SOURCE AND AMOUNT OF FUNDS.
 
    The total amount of funds required by the Purchaser to consummate the Offer
and the Merger and to pay related fees and expenses is estimated to be
approximately $820 million. Parent will ensure that the purchaser has sufficient
funds to acquire all of the outstanding Shares pursuant to the Offer and the
Merger. The source of funds for the Offer and Merger will be comprised of
approximately $180 million in cash and cash equivalents and approximately $640
million in short-term borrowings. The short-term borrowings will consist of
commercial paper and, possibly, bank lines. Parent has arranged to have in place
bank lines of credit of $775 million to provide liquidity support for the
commercial paper. There is no financing condition to the Offer.
 
13. DIVIDENDS AND DISTRIBUTIONS.
 
    The Merger Agreement provides that without the prior written consent of
Parent, the Company will not, and will not permit any of its subsidiaries to,
prior to the Effective Time, (i) issue, reissue or sell, or authorize the
issuance, reissuance or sale of (A) additional shares of capital stock of any
class, or securities convertible into capital stock of any class, or any rights,
warrants or options to acquire any convertible securities or capital stock,
other than the issuance of Shares (and the related Rights) pursuant to the
exercise of Options outstanding on the date of the Merger Agreement, or (B) any
other securities in respect of, in lieu of, or in substitution for, the Shares
outstanding on the date hereof, (ii) declare, set aside or pay any dividend or
other distribution (whether in cash, securities or property or any combination
thereof) in respect of any class or series of its capital stock other than
between any of the Company and any of its wholly-owned subsidiaries or (iii)
split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire
or propose to redeem or purchase or otherwise acquire, any shares of its capital
stock, or any of its other securities. The restriction in clause (ii) of the
preceding sentence precludes the Company from declaring or paying its regular
$.10 per Share quarterly dividend.
 
                                       25
<PAGE>
14. CERTAIN CONDITIONS OF THE OFFER.
 
    Notwithstanding any other provisions of the Offer, the Purchaser shall not
be required to accept for payment or pay for any tendered Shares and, subject to
the terms of the Merger Agreement, may amend the Offer, if (i) there shall not
be validly tendered and not properly withdrawn prior to the expiration of the
Offer that number of Shares which represents at least a majority of the total
number of outstanding Shares on a fully diluted basis on the date of purchase
(not taking into account the Rights) (the Minimum Condition), (ii) any waiting
period under the HSR Act applicable to the Offer or the Merger shall not have
expired or been terminated prior to the expiration of the Offer, or (iii) at any
time on or after November 14, 1998, and prior to the expiration of the Offer,
any of the following events (each, an "Event") shall occur:
 
        (a) there shall be any action taken, or any statute, rule, regulation,
    legislation, interpretation, judgment, order or injunction enacted,
    enforced, promulgated, amended, issued or deemed applicable to the Offer or
    the Merger, by any Governmental Entity (as defined in the Merger Agreement),
    other than the application of the waiting period provisions of the HSR Act
    to the Offer or to the Merger, that reasonably would be expected to: (i)
    make illegal or otherwise prohibit consummation of the Offer or the Merger
    or seek to obtain material damages or make materially more costly the making
    of the Offer, (ii) prohibit or materially limit the ownership or operation
    by Parent or the Purchaser of all or any material portion of the business or
    assets of the Company or any of its subsidiaries taken as a whole or compel
    Parent or the Purchaser to dispose of or hold separately all or any material
    portion of the business or assets of Parent or the Company or any of its
    subsidiaries taken as a whole, or seek to impose any material limitation on
    the ability of Parent or the Purchaser to conduct its business or own such
    assets, in each case as a result of or principally in connection with the
    Offer or the Merger, (iii) impose material limitations on the ability of
    Parent or the Purchaser effectively to acquire, hold or exercise full rights
    of ownership of the Shares, including, without limitation, the right to vote
    any Shares acquired or owned by the Purchaser or Parent on all matters
    properly presented to the Company's stockholders or (iv) require divestiture
    by Parent or the Purchaser of any Shares; or
 
        (b) there shall be instituted or pending any action or proceeding by any
    Governmental Entity seeking, or that would reasonably be expected to result
    in, any of the consequences referred to in clauses (i) through (iv) of
    paragraph (a) above or by any third party for which there is a substantial
    likelihood of resulting in any of the consequences referred to in clauses
    (i) through (iv) of paragraph (a) above; or
 
        (c) there have been any changes or effects that would, individually or
    in the aggregate, reasonably be expected to have a Material Adverse Effect
    (as defined in the Merger Agreement) on the Company; or
 
        (d) (i) it shall have been publicly disclosed or the Purchaser shall
    have otherwise learned that beneficial ownership (determined for the
    purposes of this paragraph (d) as set forth in Rule 13d-3 promulgated under
    the Exchange Act) of 50% or more of the outstanding Shares has been acquired
    by any person (including the Company or any of its subsidiaries or
    affiliates) or group (as defined in Section 13(d)(3) under the Exchange
    Act), (ii) the Company Board or any committee thereof shall have withdrawn,
    or shall have modified or amended in a manner adverse to Parent or the
    Purchaser, the approval, adoption or recommendation, as the case may be, of
    the Offer or the Merger Agreement, or approved or recommended any
    Acquisition Transaction, (iii) a person shall have entered into a definitive
    agreement or an agreement in principle with the Company with respect to an
    Acquisition Transaction (whether in violation of the Merger Agreement or
    not) or (iv) the Company Board or any committee thereof shall have resolved
    to do any of the foregoing; or
 
        (e) the Company and the Purchaser and Parent shall have reached a
    written agreement authorized by their respective Boards of Directors that
    the Offer or the Merger Agreement be terminated, or the Merger Agreement
    shall have been terminated in accordance with its terms; or
 
                                       26
<PAGE>
        (f) any of the representations and warranties of the Company set forth
    in the Merger Agreement, when read without any exception or qualification as
    to materiality or Material Adverse Effect on the Company, shall not be true
    and correct, as if such representations and warranties were made at the time
    of such determination (except as to any such representation or warranty
    which speaks as of a specific date, which must be untrue or incorrect as of
    such specific date), except where the failure to be so true and correct
    would not, individually or in the aggregate, reasonably be expected to have
    a Material Adverse Effect on the Company or prevent the consummation of the
    Offer or the Merger; or
 
        (g) the Company shall have failed to perform or to comply with any of
    its obligations, covenants or agreements under the Merger Agreement in any
    material respect.
 
    The foregoing conditions (including those set forth in clauses (i) and (ii)
of the initial paragraph) may be asserted by Parent or the Purchaser regardless
of the circumstances giving rise to any such conditions. The conditions set
forth in clauses (a) through (g) above are for the benefit of the Parent and the
Purchaser and may be waived by Parent or the Purchaser in whole or in part at
any time and from time to time in their reasonable discretion, in each case,
subject to the terms of the Merger Agreement. The failure by Parent or the
Purchaser at any time to exercise any of the foregoing rights shall not be
deemed a waiver of any such right and each such right shall be deemed an ongoing
right which may be asserted at any time and from time to time.
 
15. CERTAIN LEGAL MATTERS; REQUIRED REGULATORY APPROVALS.
 
    GENERAL.  Except as set forth in this Offer to Purchase, based on its review
of publicly available filings by the Company with the Commission, neither Parent
nor the Purchaser is aware of any licenses or regulatory permits that appear to
be material to the business of the Company and its subsidiaries, taken as a
whole, and that might be adversely affected by the Purchaser's acquisition of
Shares (and the indirect acquisition of the stock of the Company's subsidiaries)
as contemplated herein, or any filings, approvals or other actions by or with
any domestic, foreign or supranational governmental authority or administrative
or regulatory agency that would be required for the acquisition or ownership of
the Shares (or the indirect acquisition of the stock of the Company's
subsidiaries) by the Purchaser pursuant to the Offer as contemplated herein.
Should any such approval or other action be required, it is presently
contemplated that such approval or action would be sought except as described
below under "State Takeover Laws." Should any such approval or other action be
required, there can be no assurance that any such approval or action would be
obtained without substantial conditions or that adverse consequences might not
result to the Company's or its subsidiaries' businesses, or that certain parts
of the Company's, Parent's, the Purchaser's or any of their respective
subsidiaries' businesses might not have to be disposed of or held separate or
other substantial conditions complied with in order to obtain such approval or
action or in the event that such approvals were not obtained or such actions
were not taken. The Purchaser's obligation to purchase and pay for Shares is
subject to certain conditions, including conditions with respect to litigation
and governmental actions. See Introduction and Section 14.
 
    LITIGATION.  On November 16 and 17, 1998, two purported stockholder class
action suits were filed on behalf of William Steiner and Charles Miller, who
allege that they are stockholders of the Company, against the Company and the
members of the Board and, in the case of the suit filed on behalf of Mr. Miller,
Parent in the Delaware Court of Chancery. These complaints are captioned WILLIAM
STEINER V. CALMAT CO., A. FREDERICK GERSTELL, JOHN C. ARGUE, ARTHUR BROWN, DENIS
R. BROWN, HARRY M. CONGER, RAYBURN S. DEZEMBER, WILLIAM P. HUSTON, EDWARD A.
LANDRY, THOMAS L. LEE, THOMAS M. LINDEN, GEORGIA R. NELSON AND STUART T. PEELER
and CHARLES MILLER V. A. FREDERICK GERSTELL, ARTHUR BROWN, DENIS R. BROWN,
RAYBURN S. DEZEMBER, HARRY M. CONGER, EDWARD A. LANDRY, THOMAS M. LINDEN,
RICHARD A. GRANT, JR., GEORGIA R. NELSON, STUART T. PEELER, JOHN C. ARGUE,
THOMAS L. LEE, CALMAT CO. AND VULCAN MATERIALS
 
                                       27
<PAGE>
COMPANY (collectively, the "Complaints"). The Complaints allege, among other
things, that the defendants have breached their fiduciary duties to the
Company's stockholders by failing to maximize stockholder value. The Complaints
seek, among other things, an order enjoining consummation of the Offer and the
Merger. The Company believes that the Complaints are without merit.
 
    STATE TAKEOVER LAWS.  A number of states (including Delaware where the
Company is incorporated) have adopted takeover laws and regulations which
purport, to varying degrees, to be applicable to attempts to acquire securities
of corporations which are incorporated in such states or which have substantial
assets, stockholders, principal executive offices or principal places of
business therein. To the extent that certain provisions of certain of these
state takeover statutes purport to apply to the Offer or the Merger, the
Purchaser believes that such laws conflict with federal law and constitute an
unconstitutional burden on interstate commerce. In 1982, the Supreme Court of
the United States, in EDGAR V. MITE CORP., invalidated on constitutional grounds
the Illinois Business Takeovers Statute, which as a matter of state securities
law made takeovers of corporations meeting certain requirements more difficult.
The reasoning in such decision is likely to apply to certain other state
takeover statutes. In 1987, however, in CTS CORP. V. DYNAMICS CORP. OF AMERICA,
the Supreme Court of the United States held that the State of Indiana could as a
matter of corporate law and, in particular, those aspects of corporate law
concerning corporate governance, constitutionally disqualify a potential
acquiror from voting on the affairs of a target corporation without the prior
approval of the remaining stockholders, provided that such laws were applicable
only under certain conditions. Subsequently, in TLX ACQUISITION CORP. V. TELEX
CORP., a Federal district court in Oklahoma ruled that the Oklahoma statutes
were unconstitutional insofar as they apply to corporations incorporated outside
Oklahoma in that they would subject such corporations to inconsistent
regulations. Similarly, in TYSON FOODS, INC. V. MCREYNOLDS, a Federal district
court in Tennessee ruled that four Tennessee takeover statutes were
unconstitutional as applied to corporations incorporated outside Tennessee. This
decision was affirmed by the United States Court of Appeals for the Sixth
Circuit. In December 1988, a Federal district court in Florida held, in GRAND
METROPOLITAN PLC V. BUTTERWORTH, that the provisions of the Florida Affiliated
Transactions Act and Florida Control Share Acquisition Act were unconstitutional
as applied to corporations incorporated outside of Florida.
 
    Section 203 of the GCL prevents certain "business combinations" with an
"interested stockholder" (generally, any person who owns or has the right to
acquire 15% or more of a corporation's outstanding voting stock) for a period of
three years following the time such person became an interested stockholder,
unless, among other things, prior to the time the interested stockholder became
such, the Board of Directors of the corporation approved either the business
combination or the transaction in which the interested stockholder became such.
The Board of Directors of the Company has unanimously approved the Offer, the
Merger and the Merger Agreement and the transactions contemplated thereby for
the purposes of Section 203 of the GCL.
 
    The Purchaser has not attempted to comply with any state takeover statutes
in connection with the Offer or the Merger although, pursuant to the Merger
Agreement, the Company has represented that the Company Board has taken
appropriate action to render Section 203 of the GCL inapplicable to the Offer,
the Merger and the transactions contemplated by the Merger Agreement. The
Purchaser reserves the right to challenge the validity or applicability of any
state law allegedly applicable to the Offer or the Merger, and nothing in this
Offer to Purchase nor any action taken in connection herewith is intended as a
waiver of that right. In the event that it is asserted that one or more takeover
statutes apply to the Offer or the Merger, and it is not determined by an
appropriate court that such statute or statutes do not apply or are invalid as
applied to the Offer or the Merger, as applicable, the Purchaser may be required
to file certain documents with, or receive approvals from, the relevant state
authorities, and the Purchaser might be unable to accept for payment or purchase
Shares tendered pursuant to the Offer or be delayed in continuing or
consummating the Offer. In such case, the Purchaser may not be obligated to
accept for purchase, or pay for, any Shares tendered. See Section 14. The
parties have agreed under the Merger Agreement to take, at the request of
another party, all reasonable steps to assist in any challenge by
 
                                       28
<PAGE>
such requesting party to the validity or applicability to the transactions
contemplated by the Merger Agreement, including the Offer and the Merger, of any
state takeover law.
 
    UNITED STATES ANTITRUST APPROVALS.  Under the HSR Act, and the rules and
regulations that have been promulgated thereunder by the Federal Trade
Commission (the "FTC"), certain acquisition transactions may not be consummated
until certain information and documentary material has been furnished for review
by the FTC and the Antitrust Division of the Department of Justice (the
"Antitrust Division") and certain waiting period requirements have been
satisfied. The acquisition of Shares pursuant to the Offer and the Merger is
subject to such requirements.
 
    Under the provisions of the HSR Act applicable to the Offer and the Merger,
the purchase of Shares pursuant to the Offer and the Merger may not be
consummated until the expiration of a 15-calendar-day waiting period following
the filing of certain required information and documentary material with respect
to the Offer with the FTC and the Antitrust Division, unless such waiting period
is earlier terminated by the FTC and the Antitrust Division. Parent expects to
file a Premerger Notification and Report Form with the FTC and the Antitrust
Division in connection with the purchase of Shares pursuant to the Offer and the
Merger under the HSR Act on November 20, 1998, and the required waiting period
with respect to the Offer and the Merger would expire at 12:00 a.m., New York
City time, on December 5, 1998, unless earlier terminated by the FTC or the
Antitrust Division or Parent receives a request for additional information or
documentary material prior thereto. If within such 15-calendar-day waiting
period either the FTC or the Antitrust Division were to request additional
information or documentary material from Parent, the waiting period with respect
to the Offer and the Merger would be extended for an additional period of 10
calendar days following the date of substantial compliance with such request by
Parent. Only one extension of the waiting period pursuant to a request for
additional information is authorized by the rules promulgated under the HSR Act.
Thereafter, the waiting period could be extended only by court order or with the
consent of Parent. The additional 10-calendar-day waiting period may be
terminated sooner by the FTC or the Antitrust Division. Although the Company is
required to file certain information and documentary material with the FTC and
the Antitrust Division in connection with the Offer, neither the Company's
failure to make such filings nor a request made to the Company from the FTC or
the Antitrust Division for additional information or documentary material will
extend the waiting period with respect to the purchase of Shares pursuant to the
Offer and the Merger.
 
    The FTC and the Antitrust Division frequently scrutinize the legality under
the antitrust laws of transactions such as the acquisition of Shares by the
Purchaser pursuant to the Offer and the Merger. At any time before or after the
Purchaser's purchase of Shares, the FTC or the Antitrust Division could take
such action under the antitrust laws as either deems necessary or desirable in
the public interest, including seeking to enjoin the purchase of Shares pursuant
to the Offer and the Merger, the divestiture of Shares purchased pursuant to the
Offer or the divestiture of substantial assets of Parent, the Purchaser, the
Company or any of their respective subsidiaries or affiliates. Private parties
as well as state attorneys general may also bring legal actions under the
antitrust laws under certain circumstances. See Section 14.
 
    Based upon an examination of publicly available information relating to the
businesses in which the Company is engaged, the Purchaser believes that the
acquisition of Shares pursuant to the Offer and the Merger should not violate
the applicable antitrust laws. Nevertheless, there can be no assurance that a
challenge to the Offer and the Merger on antitrust grounds will not be made, or,
if such challenge is made, what the result will be. See Section 14.
 
16. CERTAIN FEES AND EXPENSES.
 
    Goldman Sachs, & Co. ("Goldman Sachs") are acting as Dealer Managers in
connection with the Offer and have provided certain financial advisory services
in connection with the acquisition of the Company. Parent and the Purchaser have
agreed to pay Goldman Sachs a fee of (i) $6,000,000 in the
 
                                       29
<PAGE>
event that Purchaser acquires at least 50% of the Shares or at least 50% of the
assets (based on the book value thereof) of the Company, (ii) $3,450,000 in the
event that Purchaser acquires less than 50% but more than 25% of the Shares or
assets (based on the book value thereof) of the Company, and (iii) 1.25% of the
consideration up to a maximum of $2,000,000 in the event that all or a portion
of the block of Shares held by the Dan Murphy Foundation is acquired. If the
Merger Agreement is terminated and the Company is required to pay the
Termination Fee to Parent, Parent has agreed to pay Goldman Sachs, upon payment
of the Termination Fee, an amount equal to 15% of the Termination Fee. Purchaser
has also agreed to reimburse Goldman Sachs for all reasonable out-of-pocket
expenses incurred by Goldman Sachs, including the fees and disbursements of
Goldman Sachs' attorneys, and to indemnify Goldman Sachs against liabilities and
expenses in connection with its engagement, including certain liabilities under
the federal securities laws.
 
    Georgeson & Co. Inc. has been retained by the Purchaser as Information Agent
in connection with the Offer. The Information Agent may contact holders of
Shares by mail, telephone, telex, telegraph and personal interview and may
request brokers, dealers and other nominee stockholders to forward material
relating to the Offer to beneficial owners of Shares. The Purchaser will pay the
Information Agent reasonable and customary compensation for all such services in
addition to reimbursing the Information Agent for reasonable out-of-pocket
expenses in connection therewith.
 
    In addition, First Chicago Trust Company of New York has been retained as
the Depositary. The Purchaser will pay the Depositary reasonable and customary
compensation for its services in connection with the Offer, will reimburse the
Depositary for its reasonable out-of-pocket expenses in connection therewith and
will indemnify the Depositary against certain liabilities and expenses in
connection therewith, including certain liabilities under the federal securities
laws.
 
    Except as set forth above, neither Parent nor the Purchaser will pay any
fees or commissions to any broker, dealer or other person for soliciting tenders
of Shares pursuant to the Offer. Brokers, dealers, commercial banks and trust
companies and other nominees will, upon request, be reimbursed by Parent or the
Purchaser for customary clerical and mailing expenses incurred by them in
forwarding offering materials to their customers.
 
17. MISCELLANEOUS.
 
    The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares residing in any jurisdiction in which the making of
the Offer or the acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. However, the Purchaser
may, in its discretion, take such action as it may deem necessary to make the
Offer in any jurisdiction and extend the Offer to holders of Shares in such
jurisdiction.
 
    In any jurisdiction where the securities, blue sky or other laws require the
Offer to be made by a licensed broker or dealer, the Offer will be deemed to be
made on behalf of the Purchaser by one or more registered brokers or dealers
that are licensed under the laws of such jurisdiction.
 
    Parent and the Purchaser have filed with the Commission a Schedule 14D-1,
together with exhibits, pursuant to Rule 14d-3 of the General Rules and
Regulations under the Exchange Act, furnishing certain additional information
with respect to the Offer, and may file amendments thereto. Such Schedule 14D-1
and any amendments thereto, including exhibits, may be examined and copies may
be obtained from the office of the Commission in the same manner as described in
Section 8 with respect to information concerning the Company, except that copies
will not be available at the regional offices of the Commission.
 
                                       30
<PAGE>
    NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION ON BEHALF OF PARENT OR THE PURCHASER NOT CONTAINED IN THIS OFFER
TO PURCHASE OR IN THE LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, ANY SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
 
    Neither the delivery of the Offer to Purchase nor any purchase pursuant to
the Offer shall under any circumstances create any implication that there has
been no change in the affairs of Parent, the Purchaser, the Company or any of
their respective subsidiaries since the date as of which information is
furnished or the date of this Offer to Purchase.
 
                                          ALB ACQUISITION CORPORATION
 
November 20, 1998
 
                                       31
<PAGE>
                                                                      SCHEDULE I
 
                   DIRECTORS AND EXECUTIVE OFFICERS OF PARENT
 
    The name, principal business address, present principal occupation or
employment and five-year employment history of each of the directors and
executive officers of Parent are set forth below. Unless otherwise indicated,
the principal business address of each such director and each such executive
officer is One Metroplex Drive, Birmingham, Alabama 35209. Unless otherwise
indicated below, each occupation set forth opposite an individual's name refers
to employment with Parent. Unless otherwise indicated below, all directors and
executive officers listed below are citizens of the United States.
 
                                   DIRECTORS
 
<TABLE>
<CAPTION>
                                       POSITION WITH PARENT; PRINCIPAL BUSINESS ADDRESS; PRINCIPAL
NAME                          AGE          OCCUPATION OR EMPLOYMENT; 5-YEAR EMPLOYMENT HISTORY
------------------------      ---      -----------------------------------------------------------
<S>                       <C>          <C>
John K. Greene..........          69   Director since 1974. Special Principal, William Blair &
                                       Company, Chicago, Illinois (an investment banking firm),
                                       since 1995; Partner of that company prior thereto.
 
                                       Committee memberships: Audit Review; Governance and Succes-
                                       sion; Finance and Pension Funds.
 
Douglas J. McGregor.....          57   Director since 1992. Formerly Chairman and Chief Executive
                                       Officer, M.A. Hanna Company, Cleveland, Ohio (an
                                       international specialty chemicals company with interests in
                                       formulated polymers), from July, 1997; President and Chief
                                       Executive Officer from January, 1997 to July, 1997;
                                       President and Chief Operating Officer prior thereto.
 
                                       Other directorships: KeyCorp.
 
                                       Committee memberships: Audit Review; Compensation; Safety,
                                       Health and Environmental Affairs.
 
Donald B. Rice..........          59   Director since 1986.*President and Chief Executive Officer
                                       of UroGenesys, Inc., Santa Monica, California (a
                                       biotechnology company developing therapeutics and
                                       diagnostic testing for urogenital cancer), since 1996;
                                       President and Chief Operating Officer of Teledyne, Inc.,
                                       Los Angeles, California (a manufacturer of aviation,
                                       electronic, industrial, specialty metal and consumer
                                       products), from 1993 to 1996; Secretary of the Air Force,
                                       from 1989 to 1993.
 
                                       Other directorships: Scios Inc.; UroGenesys, Inc.; Wells
                                       Fargo & Company and Pilkington Aerospace.
 
                                       Committee memberships: Audit Review; Executive; Finance and
                                       Pension Funds; Governance and Succession.
</TABLE>
 
------------------------------
*   Dr. Rice was first elected a director in 1986, and served until May, 1989,
    when he was appointed Secretary of the Air Force. He was reelected a
    director of Parent by the Board of Directors on February 12, 1993.
 
                                      I-1
<PAGE>
<TABLE>
<CAPTION>
                                       POSITION WITH PARENT; PRINCIPAL BUSINESS ADDRESS; PRINCIPAL
NAME                          AGE          OCCUPATION OR EMPLOYMENT; 5-YEAR EMPLOYMENT HISTORY
------------------------      ---      -----------------------------------------------------------
<S>                       <C>          <C>
Orin R. Smith...........          63   Director since 1983. Chairman and Chief Executive Officer
                                       of Engelhard Corporation, Iselin, New Jersey (provider of
                                       environmental technologies, performance products,
                                       engineered materials and related services), since January,
                                       1995; President and Chief Executive Officer of that company
                                       prior thereto.
 
                                       Other Directorships: Engelhard Corporation; Ingersoll-Rand
                                       Company; Perkin-Elmer Corporation; Summit Bancorporation.
 
                                       Committee memberships: Compensation; Executive; Governance
                                       and Succession; Safety, Health and Environmental Affairs.
 
Marion H. Antonini......          68   Director since 1983. Principal, Kohlberg & Company, Mount
                                       Kisco, New York (a private merchant banking firm), since
                                       January, 1998; Chairman, Chief Executive Officer and
                                       President of Welbilt Corporation, Stamford, Connecticut (a
                                       manufacturer and distributor of commercial food service
                                       equipment and residential furnaces) prior thereto.
 
                                       Other directorships: Engelhard Corporation;
                                       Scientific-Atlanta, Inc. Turbo Chef; Northwestern Steel and
                                       Wire.
 
                                       Committee memberships: Compensation; Executive; Governance
                                       and Succession; Finance and Pension Funds.
 
James V. Napier.........          61   Director since 1983. Chairman of the Board of
                                       Scientific-Atlanta, Inc., Atlanta, Georgia (a manufacturer
                                       and designer of telecommunication systems, satellite-based
                                       communications networks, and instrumentation for
                                       industrial, telecommunications and government
                                       applications).
 
                                       Other directorships: Engelhard Corporation; HBO & Co.;
                                       Intelligent Systems, Inc.; Personnel Group of America,
                                       Inc.; Scientific-Atlanta, Inc.; Westinghouse Air Brake Co.
 
                                       Committee memberships: Audit Review; Compensation; Finance
                                       and Pension Funds.
 
Livio D. DeSimone.......          62   Director since 1987. Chairman and Chief Executive Officer
                                       of Minnesota Mining & Manufacturing Company, St. Paul,
                                       Minnesota (a diversified manufacturer).
 
                                       Other directorships: Cargill, Incorporated; Dayton Hudson
                                       Corporation; General Mills, Inc.; Minnesota Mining &
                                       Manufacturing Company.
 
                                       Committee memberships: Compensation; Executive; Governance
                                       and Succession; Safety, Health and Environmental Affairs.
</TABLE>
 
                                      I-2
<PAGE>
<TABLE>
<CAPTION>
                                       POSITION WITH PARENT; PRINCIPAL BUSINESS ADDRESS; PRINCIPAL
NAME                          AGE          OCCUPATION OR EMPLOYMENT; 5-YEAR EMPLOYMENT HISTORY
------------------------      ---      -----------------------------------------------------------
<S>                       <C>          <C>
Donald M. James.........          49   Director since 1996. Chairman and Chief Executive Officer
                                       of the Parent since May, 1997; President and Chief
                                       Executive Officer from February, 1997 to May, 1997;
                                       President and Chief Operating Officer from February, 1996
                                       to February, 1997; President of the Parent's Southern
                                       Division from 1994 to 1996; Senior Vice President, South,
                                       Construction Materials Group of the Parent from 1995 to
                                       1996; Senior Vice President and General Counsel of the
                                       Parent from December, 1992 through 1993.
 
                                       Other directorships: Protective Life Corporation.
 
                                       Committee memberships: Executive.
 
Ann D. McLaughlin.......          57   Director since 1990. Chairman, The Aspen Institute, Aspen,
                                       Colorado (an independent, nonprofit organization whose
                                       programs are designed to enhance the ability of leaders to
                                       understand national and international issues), since 1996;
                                       Vice Chairman of that organization from 1993 to 1996;
                                       President, Federal City Council, Washington, D.C. (a
                                       nonpartisan, nonprofit organization which is dedicated to
                                       improving the nation's capital), from 1990 until 1995;
                                       President and Chief Executive Officer, New American Schools
                                       Development Corporation, Arlington, Virginia (a private
                                       organization which supports the design and establishment of
                                       high-performance learning environments), from 1992 until
                                       1993.
 
                                       Other directorships: AMR Corporation; Donna Karan
                                       International, Inc.; Fannie Mae; General Motors
                                       Corporation; Harman International Industries, Inc.; Host
                                       Marriott Corporation; Kellogg Company; Nordstrom, Inc.;
                                       Union Camp Corporation.
 
                                       Committee memberships: Audit Review; Executive; Finance and
                                       Pension Funds; Safety, Health and Environmental Affairs.
 
Herbert A. Sklenar......          67   Director since 1973. Chairman Emeritus of the Company since
                                       May, 1997; Chairman of the Board from February, 1997 to
                                       May, 1997; Chairman and Chief Executive Officer from May,
                                       1992 to February, 1997; President and Chief Executive
                                       Officer prior thereto.
 
                                       Other directorships: AmSouth Bancorporation; Protective
                                       Life Corporation; Temple-Inland, Inc.
 
                                       Committee memberships: Finance and Pension Funds; Safety,
                                       Health and Environmental Affairs.
</TABLE>
 
                                      I-3
<PAGE>
<TABLE>
<CAPTION>
                                       POSITION WITH PARENT; PRINCIPAL BUSINESS ADDRESS; PRINCIPAL
NAME                          AGE          OCCUPATION OR EMPLOYMENT; 5-YEAR EMPLOYMENT HISTORY
------------------------      ---      -----------------------------------------------------------
<S>                       <C>          <C>
                                        EXECUTIVE OFFICERS
 
Donald M. James.........          49   Chairman and Chief Executive Officer. Elected Chairman of
                                       the Board of Directors in May 1997. He became President and
                                       Chief Executive Officer in February 1997. He was elected
                                       President and Chief Operating Officer in February 1996. In
                                       January 1994, he was elected President of the Southern
                                       Division and in August 1995, he was also elected Senior
                                       Vice President, South Construction Materials Group. He
                                       joined Parent in 1992 as Senior Vice President and General
                                       Counsel.
 
Peter J. Clemens, III...          54   Executive Vice President, Finance and Administration and
                                       Treasurer since May 1997. He served as Executive Vice
                                       President and Chief Administrative Officer from May 1996 to
                                       May 1997. Prior to that time, he served as Senior Vice
                                       President, West, Construction Materials Group and Senior
                                       Vice President, Finance.
 
William F. Denson,
  III...................          55   Senior Vice President, Law and Secretary since February
                                       1998. He has served as Secretary since April 1981. He
                                       served as Vice President and Assistant General Counsel
                                       until he was elected Vice President, Law effective January
                                       1, 1994.
 
Richard K. Carnwath.....          50   Vice President, Planning and Development since 1985.
 
J. Wayne Houston........          49   Vice President, Human Resources since October 1997. Prior
                                       to that time, he served as Director of Compensation and
                                       Benefits.
 
Ejaz A. Khan............          41   Controller since September 1995. He previously served as
                                       Controller, Chemicals Division.
 
John A. Heilala.........          58   President, Chloralkali Business Unit since May 1996. From
                                       1994, he served as Executive Vice President, Chlorakali,
                                       and prior to that time he served as Vice President,
                                       Manufacturing, Chemicals Division.
 
Robert A. Wason, IV.....          47   President, Performance Systems Business Unit, since May
                                       1996. From 1994 until 1996, he served as Executive Vice
                                       President, Performance Systems, and prior to that time he
                                       served as Executive Vice President, Administration and
                                       Business Development, Chemicals Division.
 
Guy M. Badgett, III.....          50   Chairman, Southern Division and President, Southeast
                                       Division, since May 1997. He has served as President,
                                       Southeast Division, since 1992.
 
William L. Glusac.......          48   President, Midwest Division, since 1994. Prior to that
                                       time, he served as President, Southwest Division.
 
Daniel J. Leemon........          60   President, Midsouth Division, since 1993. He previously
                                       served as Senior Vice President, West, Construction
                                       Materials Group.
 
Thomas R. Ransdell......          56   President, Southwest Division, since 1994. He also served
                                       as President, Vulcan Gulf Coast Materials, Inc., from 1987
                                       to May 1997.
</TABLE>
 
                                      I-4
<PAGE>
<TABLE>
<CAPTION>
                                       POSITION WITH PARENT; PRINCIPAL BUSINESS ADDRESS; PRINCIPAL
NAME                          AGE          OCCUPATION OR EMPLOYMENT; 5-YEAR EMPLOYMENT HISTORY
------------------------      ---      -----------------------------------------------------------
<S>                       <C>          <C>
Daniel F. Sansone.......          46   President, Vulcan Gulf Coast Materials Divisions, since May
                                       1997. From January 1994 to May 1997, he served as Vice
                                       President, Finance. He previously served as Vice President
                                       and Controller.
 
James W. Smack..........          55   President, Mideast Division, since 1991.
</TABLE>
 
                                      I-5
<PAGE>
                        DIRECTORS AND EXECUTIVE OFFICERS
                                OF THE PURCHASER
 
    The name, principal business address, present principal occupation or
employment and five-year history of each of the directors and executive officers
of the Purchaser are set forth below. Unless otherwise indicated, the principal
business address of each such director and each such executive officer is One
Metroplex Drive, Birmingham, Alabama 35209. Unless otherwise indicated, all
directors and executive officers listed below are citizens of the United States.
 
                                   DIRECTORS
 
<TABLE>
<CAPTION>
                                        POSITION WITH THE PURCHASER; PRINCIPAL BUSINESS ADDRESS;
                                                   PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME                          AGE                       5-YEAR EMPLOYMENT HISTORY
------------------------      ---      -----------------------------------------------------------
<S>                       <C>          <C>
 
Donald M. James.........          49   Chairman and Chief Executive Officer. Otherwise, same as
                                       above.
</TABLE>
 
                               EXECUTIVE OFFICERS
 
<TABLE>
<CAPTION>
                                        POSITION WITH THE PURCHASER; PRINCIPAL BUSINESS ADDRESS;
                                                   PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME                          AGE                       5-YEAR EMPLOYMENT HISTORY
------------------------      ---      -----------------------------------------------------------
<S>                       <C>          <C>
 
Donald M. James.........          49   Chairman and Chief Executive Officer. Otherwise, same as
                                       above.
 
Peter J. Clemens, III...          54   Vice President and Treasurer. Otherwise, same as above.
 
William F. Denson,
  III...................          55   Vice President and Secretary. Otherwise, same as above.
 
</TABLE>
 
                                      I-6
<PAGE>
    Facsimile copies of the Letter of Transmittal, properly completed and duly
executed, will be accepted. The Letter of Transmittal, certificates for Shares
and any other required documents should be sent or delivered by each stockholder
of the Company or his broker, dealer, commercial bank, trust company or other
nominee to the Depositary at one of its addresses set forth below:
 
                        THE DEPOSITARY FOR THE OFFER IS:
 
                    FIRST CHICAGO TRUST COMPANY OF NEW YORK
 
<TABLE>
<S>                                        <C>                                        <C>
                BY MAIL:                            BY OVERNIGHT DELIVERY:                            BY HAND:
 First Chicago Trust Company of New York    First Chicago Trust Company of New York    First Chicago Trust Company of New York
           Tenders & Exchanges                        Tenders & Exchanges                        Tenders & Exchanges
               Suite 4660                    c/o Securities Transfer and Reporting                   Suite 4680
              P.O. Box 2569                              Services Inc.                        14 Wall Street, 8th Floor
       Jersey City, NJ 07303-2569               One Exchange Plaza--Third Floor                  New York, NY 10005
                                                      New York, NY 10006
</TABLE>
 
    Questions and requests for assistance may be directed to the Information
Agent or the Dealer Managers at their respective addresses and telephone numbers
set forth below. Additional copies of this Offer to Purchase, the Letter of
Transmittal and other tender offer materials may be obtained from the
Information Agent as set forth below and will be furnished promptly at the
Purchaser's expense. Stockholders may also contact their broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Offer.
 
                    THE INFORMATION AGENT FOR THE OFFER IS:
 
                                     [LOGO]
 
                               Wall Street Plaza
                            New York, New York 10005
                           (800) 223-2064 (Toll Free)
                         (212) 440-9800 (Call Collect)
 
                     THE DEALER MANAGERS FOR THE OFFER ARE:
 
                              GOLDMAN, SACHS & CO.
 
                                85 BROAD STREET
                               NEW YORK, NY 10004
                           (800) 323-5678 (TOLL FREE)
