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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
Amendment No. 14
SOUTHDOWN, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
84-129710
(CUSIP Number)
George A. Pavlov
Richard C. Blum & Associates, Inc.
909 Montgomery St., Suite 400
San Francisco, CA 94133
(415) 434-1111
(Name, Address and telephone Number of
Persons Authorized to Receive Notices and
Communications)
January 27, 1994
(Date of Event which Requires
Filing of this Statement)
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CUSIP No. 84-129710 13D
1. NAME OF REPORTING PERSON
Richard C. Blum & Associates, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IRS I.D. #94-2967812
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2 (e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
7. SOLE VOTING POWER Common Stock 739,100*
NUMBER OF 8. SHARED VOTING POWERSHARES
BENEFICIALLY
OWNED BY EACH 9. SOLE DISPOSITIVE POWER Common Stock 739,100*
REPORTING
PERSON WITH
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON Common Stock 739,100*<PAGE>
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 4.3%
14. TYPE OF REPORTING PERSON IA
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*As investment adviser with discretion over
the account of The Carpenters Pension Trust
for Southern California. The amount reported
includes 158,000 shares that could be
acquired upon conversion of 63,200 shares of
Series B Convertible Exchangeable Preferred
Stock. The amount reported does not include
options to acquire up to 2,500 shares of
Common Stock issued to Ronald N. Tutor, a Co-
Chairman of the Trust who has been a director
of the Issuer since July 1992, because it is
not clear whether such options could be
issued or transferred to the Trust under the
terms of the Issuer's option plan. Mr. Tutor
is holding such options for the benefit of
the Trust, which would ultimately be the
beneficiary of any profits earned on such
options under ERISA.
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CUSIP No. 84-12971013D
1. NAME OF REPORTING PERSON
Carpenters Pension Trust for Southern California
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IRS I.D. #95-6042875
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2 (e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
7. SOLE VOTING POWER
NUMBER OF 8. SHARED VOTING POWER Common Stock 739,100*
SHARES
BENEFICIALLY
OWNED BY EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH
10. SHARED DISPOSITIVE POWER Common Stock 739,100*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON Common Stock 739,100*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 4.3%
14. TYPE OF REPORTING PERSON EP
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*Carpenter's Pension Trust possesses economic
beneficial ownership. Full discretion,
voting and acquisition and disposition
authority has been granted to its investment
adviser, Richard C. Blum & Associates, Inc.
but the Trust has the power to terminate the
advisory agreement. Shares include 158,000
shares that could be acquired upon conversion
of its shares of Series B Convertible
Preferred Stock. The amount reported does
not include options to acquire up to 2,500
shares of Common Stock issued to Ronald N.
Tutor, a Co-Chairman of the Trust who has
been a director of the Issuer since July
1992, because it is not clear whether such
options could be issued or transferred to the
Trust under the terms of the Issuer's option
plan. Mr. Tutor is holding such options for
the benefit of the Trust, which would
ultimately be the beneficiary of any profits
earned on such options under ERISA.
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Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other
Consideration
No change.
Item 4. Purpose of Transaction
No change.
Item 5. Interest in Securities of the Issuer
(a) & (b) Based on the 17,045,809 shares of
Common Stock reported by the Issuer as being
issued and outstanding, the foregoing
holdings represent 4.3% of the total.
(c) On January 27, 1994 pursuant to the
Purchase Agreement and Pricing Agreement
attached to Amendment 13 to this Schedule 13D
as Exhibit 4.5 ("Purchase Agreement"), the
Reporting Persons transferred 1,782,500
shares of common stock (representing the
1,550,000 initial shares plus the 232,500
shares to cover over-allotments) by book
entry transfer at $25.635 per share to the
several underwriters listed in Schedule A to
the aforesaid agreements (the
"Underwriters").
(d) not applicable.
(e) On January 27, 1994, the Reporting
Persons ceased to be the beneficial owner of
more than five percent of Southdown common
stock.
Item 6. Contracts, Arrangements,
Understandings or Relationships With Respect
to Securities of the Issuer
On January 25, 1994, the Underwriters
provided written notice to the Reporting
Persons of the Underwriters' election to
exercise the option, pursuant to Section 2 of
the Purchase Agreement, to purchase 232,500
shares of common stock to cover over-
allotments. This written notice is attached
to this Amendment 14 to Schedule 13D as
Exhibit 6.1.
Item 7. Material to be Filed as Exhibits
Exhibit 6.1 Letter dated January 25, 1994
from the Underwriters to the Reporting
Persons.
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Signature
After reasonable inquiry and to the best of
the knowledge and belief of the undersigned,
the undersigned certifies that the
information set forth in this statement is
true, complete and correct.
DATED: January 28, 1994
CARPENTERS PENSION TRUST OF SOUTHERN
CALIFORNIA
By: Richard C. Blum & Associates, Inc.,
Investment Adviser
By: /s/ N. COLIN LIND
N. Colin Lind
Managing Director
RICHARD C. BLUM & ASSOCIATES, INC.
By: /s/ N. COLIN LIND
N. Colin Lind
Managing Director
January 25, 1994
Richard C. Blum & Associates, Inc.
909 Montgomery Street
Suite 400
San Francisco, California 94133
Gentlemen:
Pursuant to Section 2 of the Purchase Agreement dated
January 20, 1994 (the "Purchase Agreement") among Southdown, Inc. (the
"Company"), The Carpenters Pension Trust for Southern California,
Richard C. Blum & Associates, Inc. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Kidder, Peabody & Co. Incorporated and Lehman
Brothers Inc., as representatives of the several underwriters named in
Schedule A thereto (the "Underwriters"), we hereby exercise our option
to purchase all 232,500 shares of the Option Securities (as defined in
the Purchase Agreement) to cover over-allotments at the same purchase
price per share as the Underwriters shall pay for the Initial
Securities (as defined in the Purchase Agreement).
The closing of the purchase of the Option Securities shall
occur simultaneously with the closing of the purchase of the Initial
Securities as provided in Section 2 of the Purchase Agreement.
Very truly yours,
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
KIDDER, PEABODY & CO. INCORPORATED
LEHMAN BROTHERS INC.
Acting severally on behalf of themselves
and as Representatives of the several
Underwriters
By:Merrill Lynch, Pierce, Fenner & Smith
Incorporated
By: /s/ ALAN J. BLACKBURN
Alan J. Blackburn
Receipt Acknowledged:
By: /s/ N. COLIN LIND
N. Colin Lind
Managing Director
