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Exhibit (a)(1)(C)
Notice of Guaranteed Delivery
for
Tender of Shares of Common Stock
(Including the Related Rights to Purchase Preferred Stock)
of
Southdown, Inc.
to
CENA Acquisition Corp.,
an indirect subsidiary of
CEMEX, S.A. de C.V.
(Not to be used for signature guarantees)
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:01 A.M., NEW YORK CITY TIME,
ON FRIDAY, NOVEMBER 3, 2000, UNLESS THE OFFER IS EXTENDED.
This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) if certificates for
Shares (as defined below) are not immediately available, if the procedure for
book-entry transfer cannot be completed on a timely basis, or if time will not
permit all required documents to reach Citibank, N.A. (the "Depositary") on or
prior to the Expiration Date (as defined in Section 1 of the Offer to
Purchase). This form may be delivered by hand, transmitted by facsimile
transmission or mailed (to the Depositary). See Section 3 of the Offer to
Purchase.
The Depositary for the Offer is:
Citibank, N.A.
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By Overnight Courier,
By First Class Mail: Certified or Express Mail By Hand:
Delivery:
Citibank, N.A. Citibank, N.A. Citibank, N.A.
P.O. Box 685 915 Broadway, 5th Floor Corporate Trust Window
Old Chelsea Station New York, N.Y. 10010 111 Wall Street, 5th Floor
New York, N.Y. 10113 New York, N.Y. 10043
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Facsimile
Transmission for Eligible For Confirmation by Telephone:
Institutions: (800) 270-0808
(212) 505-2248
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN ONE
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE NUMBER OTHER THAN
THE FACSIMILE NUMBER SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO
THE DEPOSITARY.
THIS NOTICE OF GUARANTEED DELIVERY TO THE DEPOSITARY IS NOT TO BE USED TO
GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO
BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" (AS DEFINED IN THE OFFER TO
PURCHASE) UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR
IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER TO
TRANSMITTAL.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal or an
Agent's Message (as defined in Section 3 of the Offer to Purchase) and
certificates for Shares to the Depositary within the time period shown herein.
Failure to do so could result in a financial loss to such Eligible Institution.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
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Ladies and Gentlemen:
The undersigned hereby tenders to CENA Acquisition Corp., a Delaware
corporation and an indirect subsidiary of CEMEX, S.A. de C.V., a company
organized under the laws of the United Mexican States, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated October 5,
2000 (the "Offer to Purchase"), and the related Letter of Transmittal (the
"Letter of Transmittal" which, together with the Offer to Purchase and any
amendments or supplements thereto, constitute the "Offer"), receipt of which
is hereby acknowledged, the number of shares of common stock, par value $1.25
per share, including the related rights to purchase preferred stock (the
"Shares"), of Southdown, Inc., a Louisiana corporation (the "Company"), set
forth below, pursuant to the guaranteed delivery procedures set forth in the
Offer to Purchase.
Number of Shares Tendered: __________ SIGN HERE
Certificate No(s) (if available): Name(s) of Record Holder(s):
------------------------------------- --------------------------------------
------------------------------------- --------------------------------------
[_] Check if securities will be (Please Print)
tendered by book-entry transfer
Address(es):
Name of Tendering Institution: --------------------------------------
------------------------------------- --------------------------------------
(Zip Code)
Account: No: ________________________ Area Code and Telephone No(s):
Dated: ______________________________ --------------------------------------
Signature(s):
--------------------------------------
--------------------------------------
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a bank, broker, dealer, credit union, savings association
or other entity that is a member in good standing of the Securities Transfer
Agents Medallion Program, guarantees to deliver to the Depositary either the
certificates evidencing all tendered Shares, in proper form for transfer, or to
deliver Shares pursuant to the procedure for book-entry transfer into the
Depositary's account at The Depository Trust Company (the "Book-Entry Transfer
Facility"), in either case together with the Letter of Transmittal (or a
facsimile thereof) properly completed and duly executed, with any required
signature guarantees or an Agent's Message (as defined in the Offer to
Purchase) in the case of a book-entry delivery, and any other required
documents, all within three New York Stock Exchange trading days after the days
after the date hereof.
Name of Firm: _______________________ ___________________________________
Address: ____________________________ (Authorized Signature)
_____________________________________ Title: ______________________________
Zip Code Name: _______________________________
Area Code and Tel. No. ______________ (Please type or print)
Dated: , ___________________________
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES FOR
SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
