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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Amendment No. 2)
Under the Securities Exchange Act of 1934
SOUTHDOWN, INC.
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(Name of Issuer)
CUMULATIVE CONVERTIBLE PREFERRED STOCK SERIES D $2.875
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(Title or Class of Securities)
841297500
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(CUSIP Number)
Check the following box if a fee is being paid with this statement. / / (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
(Continued on following page(s))
Page 1 of 4 Pages
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CUSIP No. 841297500 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE TCW GROUP, INC.
(FORMERLY KNOWN AS TCW MANAGEMENT COMPANY)
95-3703295
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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 CITIZEN OR PLACE OF ORGANIZATION
NEVADA
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5 SOLE VOTING POWER
129,200
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NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 129,200
PERSON --------------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
129,200
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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
8.6%
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12 TYPE OF REPORTING PERSON
HC
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Cusip No. 841297500 Page 3 of 4 Pages
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Item 1(a) Name of Issuer:
SOUTHDOWN, INC.
Item 1(b) Address of Issuer's Principal Executive Offices:
1200 SMITH ST., SUITE 2400, HOUSTON, TX 77002-4486
Item 2(a) Name of Person Filing:
THE TCW GROUP, INC. (FORMERLY KNOWN AS TCW MANAGEMENT COMPANY)
Item 2(b) Address of Principal Business Office or, if none,
Residence:
865 SOUTH FIGUEROA STREET, LOS ANGELES, CA 90017
Item 2(c) Citizenship: NEVADA
Item 2(d) Title or Class of Securities: CUMULATIVE CONVERTIBLE
PREFERRED STOCK SERIES D $2.875
Item 2(e) CUSIP Number: 841297500
Item 2. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) [X] Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)
(G) Note: See Item 7)
(h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership.*
(a) Amount Beneficially Owned: 129,200
(b) Percent of Class 8.6%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 129,200
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the disposition of 129,200
(iv) shared power to dispose or to direct the disposition of 0
* THE FILING OF THIS SCHEDULE 13G SHALL NOT BE CONSTRUED AS AN ADMISSION THAT
THE REPORTING PERSON OR ANY OF ITS AFFILIATES IS, FOR THE PURPOSES OF
SECTION 13(D) OR 13(G) OF THE SECURITIES EXCHANGE ACT OF 1934, THE
BENEFICIAL OWNER OF ANY SECURITIES COVERED BY THIS SCHEDULE 13G. IN
ADDITION, THE FILING OF THIS SCHEDULE 13G SHALL NOT BE CONSTRUED AS AN
ADMISSION THAT THE REPORTING PERSON OR ANY OF ITS AFFILIATES IS THE
BENEFICIAL OWNER OF ANY SECURITIES COVERED BY THIS SCHEDULE 13G FOR ANY
OTHER PURPOSES THAN SECTION 13(D) OF THE SECURITIES EXCHANGE ACT OF 1934.
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Cusip No. 841297500 Page 4 of 4 Pages
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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.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
The reporting person is the parent company of (i) Trust Company
of the West, a California corporation and a bank as defined in
Section 3(a)(6) of the Securities Exchange Act of 1934 ("TCW"),
(ii) TCW Asset Management Company, a California corporation and
an Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940, and (iii) TCW Funds Management,
Inc., a California corporation and an Investment Adviser
registered under Section 203 of the Investment Advisers Act of
1940.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participation in any transaction having
such purpose or effect.
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: April 18, 1995
SIGNATURE: /s/ Mohan V. Phansalkar
NAME/TITLE: MOHAN V. PHANSALKAR - VICE PRESIDENT
