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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934.
PUERTO RICAN CEMENT COMPANY, INC.
(Name of Subject Company (Issuer))
TRICEM ACQUISITION, CORP.,
an indirect wholly owned subsidiary of CEMEX, S.A. de C.V.
(Names of Filing Persons (Offerors))
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COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
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745075-10-1
(CUSIP Number of Class of Securities)
Ramiro Villarreal
CEMEX, S.A. de C.V.
Ave. Constitucion 444 Pte.
Monterrey, Nuevo Leon, Mexico 64000
Telephone: (011-528) 328-3000
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
Copies to:
Randall H. Doud, Esq.
Skadden, Arps, Slate,
Meagher & Flom LLP
Four Times Square
New York, New York
10036-6522
Telephone: 212-735-3000
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
$180,196,590 $16,578.09
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* For purposes of calculating amount of filing fee only. This amount assumes
the purchase of all outstanding shares of common stock of Puerto Rican
Cement Company, Inc. The amount of the filing fee calculated in accordance
with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals
$92 for every $1,000,000 of the transaction value.
[_] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.
Amount Previously Paid: Form or Registration
N/A No.: N/A
Filing party: N/A Date Filed: N/A
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [_]
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THIS TENDER OFFER STATEMENT ON SCHEDULE TO RELATES TO THE OFFER BY TRICEM
ACQUISITION, CORP. (THE "PURCHASER"), A PUERTO RICO CORPORATION AND AN INDIRECT
WHOLLY OWNED SUBSIDIARY OF CEMEX, S.A. DE C.V., A COMPANY ORGANIZED UNDER THE
LAWS OF THE UNITED MEXICAN STATES ("CEMEX"), TO PURCHASE ALL OUTSTANDING SHARES
OF COMMON STOCK OF PUERTO RICAN CEMENT COMPANY, INC. (THE "COMPANY"), PAR VALUE
$1.00 PER SHARE (THE "SHARES"), AT U.S. $35.00 PER SHARE, NET TO THE SELLER IN
CASH, WITHOUT INTEREST THEREON, UPON THE TERMS AND SUBJECT TO THE CONDITIONS
SET FORTH IN THE OFFER TO PURCHASE AND IN THE RELATED LETTER OF TRANSMITTAL,
COPIES OF WHICH ARE ATTACHED HERETO AS EXHIBITS (A)(1) AND (A)(2), RESPECTIVELY
(WHICH ARE HEREIN COLLECTIVELY REFERRED TO AS THE "OFFER").
ALL OF THE INFORMATION IN THE OFFER TO PURCHASE, THE RELATED LETTER OF
TRANSMITTAL, AND ANY SUPPLEMENTS THERETO RELATED TO THE OFFER HEREAFTER FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION BY THE PURCHASER AND CEMEX, HEREBY
IS INCORPORATED BY REFERENCE (WHERE APPROPRIATE) IN ANSWER TO ITEMS 1 THROUGH
12 OF THIS SCHEDULE TO (WHETHER OR NOT IDENTIFIED WITH SPECIFICITY).
Item 1. Summary Term Sheet.
The information set forth in the section of the Offer to
Purchase entitled "Summary Term Sheet" is incorporated herein
by reference.
Item 2. Subject Company Information.
(a) The name of the subject company is Puerto Rican Cement
Company, Inc, a Puerto Rico corporation (the "Company"), the
address of its principal executive offices is Amelia
Industrial Park in Guaynabo, Puerto Rico and its mailing
address is P.O. Box 364487, San Juan, Puerto Rico 00936-4487.
Its telephone number is (787) 783-3000.
(b) The title of the subject class of securities being sought is
Common Stock, par value $1.00 per share (the "Shares"). The
information concerning the securities outstanding set forth
under "Introduction" in the Offer to Purchase is incorporated
herein by reference.
(c) The information concerning the principal market in which the
Shares are traded and certain high and low sales prices for
the Shares in such principal market is set forth in "Price
Range of Shares; Dividends" and "Dividends and Distributions"
in the Offer to Purchase and is incorporated herein by
reference.
Item 3. Identity and Background of the Filing Person.
(a)-(c) The information set forth in "Certain Information Concerning
CEMEX and the Purchaser" and in Schedule I in the Offer to
Purchase is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) The information set forth under "Introduction," "Terms of the
Offer," "Procedures for Accepting the Offer and Tendering
Shares," "Withdrawal Rights," "Acceptance for Payment and
Payment for Shares," "Purpose of the Offer; Plans for the
Company," "Source and Amount of Funds" and "Material United
States Federal Income Tax Consequences" in the Offer to
Purchase is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a)-(b) The information set forth in "Background of the Offer; Past
Contacts or Negotiations with the Company," "The Merger
Agreement and the Transaction Support Agreements," "Certain
Information Concerning CEMEX and the Purchaser" and "Purpose
of the Offer; Plans for the Company" in the Offer to Purchase
is incorporated herein by reference.
Item 6. Purpose of the Transaction and Plans or Proposals.
(a), (c) The information set forth in "Introduction," "The Merger
Agreement and the Transaction Support Agreements," "Purpose of
the Offer; Plans for the Company," "Certain Effects of the
Offer," and "Dividends and Distributions" in the Offer to
Purchase is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
(a)-(b), (d) The information set forth in "Source and Amount of Funds" in
the Offer to Purchase is incorporated herein by reference.
Item 8. Interest in Securities of the Subject Company.
(a)-(b) The information set forth in "Introduction," "Certain
Information Concerning the Company," "Certain Information
Concerning CEMEX and the Purchaser," "The Merger Agreement and
the Transaction Support Agreements" and Schedule I in the
Offer to Purchase is incorporated herein by reference.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
(a) The information set forth in "Introduction" and "Fees and
Expenses" of the Offer to Purchase is incorporated herein by
reference.
Item 10. Financial Statements.
(a)-(b) The information set forth in "Certain Information Concerning
CEMEX and the Purchaser" of the Offer to Purchase is
incorporated herein by reference.
Item 11. Additional Information.
(a)-(b) The information set forth in "Introduction," "Certain
Information Concerning CEMEX and the Purchaser," "The Merger
Agreement and the Transaction Support Agreements, "Certain
Conditions of the Offer" and "Certain Legal Matters;
Regulatory Approvals" of the Offer to Purchase is incorporated
herein by reference.
Item 12. Exhibits.
(a)(1) Offer to Purchase, dated July 1, 2002.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(7) Joint Press Release issued by CEMEX and the Company (English
version) on June 12, 2002 (incorporated herein by reference to
the Schedule TO-C filed by CEMEX on June 12, 2002).
(a)(8) Joint Press Release issued by CEMEX and the Company (Spanish
version) on June 12, 2002 (incorporated herein by reference to
the Schedule TO-C filed by CEMEX on June 12, 2002).
(a)(9) Press Release issued by CEMEX (English version) on July 1,
2002.
(a)(10) Press Release issued by CEMEX (Spanish version) on July 1,
2002.
(a)(11) Summary Advertisement as published in the Wall Street Journal
and The New York Times on July 1, 2002.
(d)(1) Agreement and Plan of Merger, dated as of June 11, 2002, among
CEMEX, the Purchaser and the Company.
(d)(2) Transaction Support Agreement, dated as of June 11, 2002,
among CEMEX, the Purchaser and El Dia, Inc.
(d)(3) Transaction Support Agreement, dated as of June 11, 2002,
among CEMEX, the Purchaser and Ferre Investment Fund, Inc.
(d)(4) Transaction Support Agreement, dated as of June 11, 2002,
among CEMEX, the Purchaser and South Management Corporation.
2
(d)(5) Transaction Support Agreement, dated as of June 11, 2002,
among CEMEX, the Purchaser and Alfra Investment Corporation.
(d)(6) Confidentiality Agreement, dated May 24, 2002, between Cemex,
Inc. and the Company.
[The remainder of this page is intentionally left blank]
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SIGNATURE
After due 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.
TRICEM ACQUISITION, CORP.
By: /s/ JILL SIMEONE
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Name: Jill Simeone
Title: Assistant Secretary
CEMEX, S.A. DE C.V.
By: /s/ RAMIRO G. VILLARREAL
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Name: Ramiro G. Villarreal
Title: General Counsel
Dated: July 1, 2002
EXHIBIT INDEX
Exhibit No. Exhibit Name Page Number
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(a)(1) Offer to Purchase, dated July 1, 2002.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form
W-9.
(a)(7) Joint Press Release issued by CEMEX and the Company (English version) on June
12, 2002 (incorporated herein by reference to the Schedule TO-C filed by CEMEX
on June 12, 2002).
(a)(8) Joint Press Release issued by CEMEX and the Company (Spanish version) on June
12, 2002 (incorporated herein by reference to the Schedule TO-C filed by CEMEX
on June 12, 2002).
(a)(9) Press Release issued by CEMEX (English version) on July 1, 2002.
(a)(10) Press Release issued by CEMEX (Spanish version) on July 1, 2002.
(a)(11) Summary Advertisement as published in the Wall Street Journal and The New York
Times on July 1, 2002.
(d)(1) Agreement and Plan of Merger, dated as of June 11, 2002, among CEMEX, the
Purchaser and the Company.
(d)(2) Transaction Support Agreement, dated as of June 11, 2002, among CEMEX, the
Purchaser and El Dia, Inc.
(d)(3) Transaction Support Agreement, dated as of June 11, 2002, among CEMEX, the
Purchaser and Ferre Investment Fund, Inc.
(d)(4) Transaction Support Agreement, dated as of June 11, 2002, among CEMEX, the
Purchaser and South Management Corporation.
(d)(5) Transaction Support Agreement, dated as of June 11, 2002, among CEMEX, the
Purchaser and Alfra Investment Corporation.
(d)(6) Confidentiality Agreement, dated May 24, 2002, between Cemex, Inc. and the
Company.