SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 2
TO
SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c), and (d) and
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
LAFARGE S.A.
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(Name of Issuer)
Ordinary Shares, par value E4 per share
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(Title Class of Securities)
505861401*
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(CUSIP Number)
December 15, 2006
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*This CUSIP number relates to American Depositary Shares.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of -the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act.
(Continued on following pages.)
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CUSIP NO. 505861401* 13G/A
* This CUSIP number relates to American Depositary Shares.
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1 Name of Reporting Person: GROUPE BRUXELLES LAMBERT
I.R.S. Identification No. of Above Person (Entities Only): 00-0000000
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2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Citizenship or Place of Organization
BELGIUM
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Number of 5 Sole Voting Power: 26,971,890 (1)
Shares
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Beneficially 6 Shared Voting Power: - 0 -
Owned By
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Each 7 Sole Dispositive Power: 26,971,890 (1)
Reporting
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Person With 8 Shared Dispositive Power: - 0 -
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9 Aggregate Amount Beneficially Owned by Each Reporting Person:
26,971,890 (1)
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10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
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11 Percent of Class Represented by Amount in Row (9):15.284%;
PERCENT OF VOTING RIGHTS: 14.427% (1)(2)(3)
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12 Type of Reporting Person: CO
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SCHEDULE 13G
ITEM 1(a). NAME OF ISSUER:
Lafarge S.A.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
61, rue des Belles Feuilles, 75116 Paris, France
ITEM 2.
(a). NAME OF PERSON FILING:
Groupe Bruxelles Lambert
(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
24 avenue Marnix, 1000 Brussels, Belgium
(c). CITIZENSHIP: Belgium
(d). TITLE OF CLASS OF SECURITIES:
Ordinary Shares, par value E4 per share, represented by American
Depositary Shares
(e). CUSIP NUMBER: 505861401 (CUSIP Number relates to American Depositary
Shares.)
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(b), OR 13D-2(b)
OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange
Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Exchange Act;
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act;
(e) [ ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F),
(g) [ ] A parent holding company or control person , in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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ITEM 4. OWNERSHIP.
The filing of this statement should not be construed as an admission by
any person that such person is, for purposes of Section 13(d) or 13(g) of the
Exchange Act, the beneficial owner of any securities covered by this statement,
other than the securities set forth opposite such person's name in Items 4 (a)
and (c) below.
(a) Amount beneficially owned:
Groupe Bruxelles Lambert 26,971,890 (1)
(b) Percent of class:
Groupe Bruxelles Lambert 15.284%; percent of voting rights:
14.427% (1)(2)(3)
(c) Number of shares as to which such person has: (i) Sole power to vote
or to direct the vote:
Groupe Bruxelles Lambert 26,971,890 (1)
(ii) Shared power to vote or to direct the vote:
Groupe Bruxelles Lambert - 0 -
(iii) Sole power to dispose or to direct the disposition of:
Groupe Bruxelles Lambert 26,971,890 (1)
(iv) Shared power to dispose or to direct the disposition of:
Groupe Bruxelles Lambert - 0 -
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Please see Note (1) and attached Exhibit A.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
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ITEM 10. CERTIFICATION.
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
[SIGNATURE APPEARS ON FOLLOWING PAGE.]
Page 5 of 9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: January 2, 2007
GROUPE BRUXELLES LAMBERT
By: /s/ Ann Opsomer
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Name: Ann Opsomer
Title: Head of Legal and Tax Department
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NOTES
(1) This Amendment No. 2 to the Statement on Schedule 13G, filed by Groupe
Bruxelles Lambert ("GBL") on February 3, 2006 (as amended on May 23, 2006, the
"Schedule 13G"), is being filed pursuant to Rule 13d-2(d) to disclose an
increase in GBL's beneficial ownership of the ordinary shares (the "Ordinary
Shares") of Lafarge S.A. (the "Company") of more than five percent from the
information reported by GBL in the Schedule 13G. As of December 15, 2006, GBL
owned 26,971,890 Ordinary Shares, representing 15.284% of the outstanding
Ordinary Shares and 14.427% of the voting rights.
GBL is a corporation organized under the laws of Belgium, and is a holding
company which holds a limited number of investments in leading companies. The
principal business address of GBL is 24 avenue Marnix, 1000 Brussels, Belgium.
As a result of direct and indirect securities holdings, Mr. Paul G.
Desmarais and Baron Frere may be deemed to control GBL. Mr. Paul G. Desmarais, a
citizen of Canada, has his principal business address at 751 Square Victoria,
Montreal (Quebec), Canada H2Y 2J3. Baron Frere, a citizen of Belgium, has his
principal business address at 12, rue de la Blanche Borne, 6280 Gerpinnes,
Belgium. Exhibit A attached hereto identifies additional persons through whom
Mr. Paul G. Desmarais and Baron Frere may be deemed to control GBL. The filing
of this Amendment, including the exhibits, shall not be construed as an
admission that any of the control relationships enumerated herein actually
exist.
(2) GBL beneficially owns 26,971,890 Ordinary Shares of the Company. Based on
the number of the Company's shares reported as outstanding by the Company in
recent public filings (176,476,205 as of December 14, 2006), as of December 15,
2006, GBL beneficially owns approximately 15.284% of the Company's Ordinary
Shares as calculated pursuant to Rule 13d-3(d)(1)(i). Through the mechanism of
double voting rights attached to certain of the Company's shares held by other
shareholders, as of December 15, 2006, GBL has voting rights equivalent to
approximately 14.427% of the Company's voting rights (based upon a total of
186,960,069 existing voting rights as of December 14, 2006).
(3) Calculated based on the number of outstanding Ordinary Shares of the Company
as published by the Autorite des Marches Financiers on December 14, 2006
(Nombres d'actions et de droits de vote des societes dont les actions sont
admises aux negociations sur un marche reglemente (Eurolist)). As of December
14, 2006, there were 176,476,205 issued and outstanding Ordinary Shares of the
Company, representing 186,960,069 voting rights.
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