KBC Asset Management NV has filed a lawsuit in Alabama alleging that Vulcan Materials' Board of Directors is not acting in shareholders best interest by rejecting Martin Marietta Materials hostile takeover bid.

The suit, filed in U.S. District Court in Alabama, says Raleigh-based Martin Marietta's offer provides "significant bird-in-the-hand value to Vulcan's shareholders in light of Vulcan's poor performance over the recent periods."

Vulcan has lost money in three of the past four quarters.

The suit accuses Vulcan's board and management of merely seeking "to entrench themselves in lucrative positions in Vulcan that would otherwise be wiped out of Marietta were to effectuate the exchange offer and acquire Vulcan."

Martin Marietta's proposal, announced Dec. 12, calls for each outstanding share of Vulcan stock to be exchanged for 0.50 Martin Marietta shares, with Vulcan shareholders owning 58 percent of the combined company.

About ten days after Martin Marietta made its offer, Vulcan's board announced that it had rejected the deal. The board described the proposal as a lowball offer that seeks to exploit the downturn in U.S. construction spending to acquire a larger rival.
 

Martin Marietta Materials, hurt by erratic weather and reduced spending on infrastructure projects, reported disappointing second-quarter earnings this morning that missed Wall Street estimates.

The Raleigh company, which produces rock, gravel and other materials used to build roads, subdivisions and commercial buildings, had sales of $426.7 million for the quarter that ended June 30, down from $442.8 million in the same period in 2010.

The company reported earnings of 78 cents per share for the quarter, compared to $1.18 per share in the second quarter of 2010.

That was below the $1.07 per share expected by Wall Street analysts who cover the company. Analysts also expected sales to come in at $513 million for the quarter.

Martin Marietta Materials, which sells gravel and other construction products, reported stronger quarterly sales this morning.

But the Raleigh company's third-quarter profit declined in part because of "competitive pricing pressure."

Total sales for the quarter that ended Sept. 30 were $443.7, up 3.6 percent from a year earlier.

Earnings per share fell slightly to $1.13, less than the average expectation of Wall Street analysts.

Martin Marietta shares closed Monday at $80.26, down 10 percent so far this year.

Since so much of Martin Marietta's business is tied to residential, commercial and government construction projects, it's seen as a barometer of the broader economy.

Shipments of the company's construction materials have increased for two consecutive quarters after declining for four years.

The company has gotten a boost from revived state and federal spending on roads and other projects to bolster the economy.