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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 16, 1996
SOUTHDOWN, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
LOUISIANA 1-6117 72-0296500
(STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NO.)
1200 SMITH STREET
SUITE 2400
HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 650-6200
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ITEM 5. OTHER EVENTS
On May 16, 1996, Southdown, Inc. (the Company) held its 1996 Annual
Meeting of Shareholders. At the Annual Meeting, Messrs. Frank J. Ryan, Whitson
Sadler and Ronald N. Tutor were elected as Class II directors to serve for a
three-year term expiring at the Company's annual meeting of shareholders in 1999
and until their successors are duly elected and have qualified. The shareholders
of the Company also ratified and approved the Board of Directors' amendment of
the 1991 Nonqualified Stock Option Plan for Non-Employee Directors of the
Company and ratified the appointment of Deloitte & Touche LLP as the independent
auditors of the Company for the year ending December 31, 1996.
The votes of the shareholders of the Company with respect to the
election of directors were as follows:
NOMINEE FOR WITHHELD
------- --- --------
Frank J. Ryan 17,077,532 67,046
Whitson Sadler 17,077,685 66,893
Ronald A. Tutor 16,984,036 160,542
The shareholder vote with respect to ratification and approval of the
Board of Directors' amendment of the 1991 Nonqualified Stock Option Plan for
Non-Employee Directors of the Company was 16,101,484 for ratification and
approval and 938,394 against, with 104,700 abstentions.
The shareholder vote with respect to ratification of the appointment
of Deloitte & Touche LLP as the independent auditors for the Company for the
year ending December 31, 1996 was 17,068,875 for ratification and 15,184
against, with 60,519 abstentions.
On May 16, 1996, after the Annual Meeting of Shareholders, the Board
of Directors of the Company also held its Annual Meeting of Directors. Mr. Frank
J. Ryan was reelected Chairman of the Board of Directors. Mr. Ryan will receive
a fee of $12,500 per month for his services as Chairman of the Board. Members of
the Board of Directors of the Company, other than the Chairman of the Board and
those directors who are employees of the Company or its subsidiaries, will
receive a fee of $2,000 per month for their services as directors. Members of
committees of the Board of Directors, other than the Chairman of the Board and
those members who are employees of the Company or its subsidiaries, will receive
an additional fee of $500 per month for their services on each such committee.
Mr. Patrick S. Bullard was elected to the position of Secretary in
addition to being reelected as Vice President and General Counsel. Each of
the other executive officers of the Company was reelected by the Board of
Directors.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SOUTHDOWN, INC.
(Registrant)
Date: May 21, 1996 By: JAMES L. PERSKY
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James L. Persky
Executive Vice President-Finance and Administration
(Principal Financial Officer)
