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Exhibit (a)(1)(D)
OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE RELATED RIGHTS TO PURCHASE PREFERRED STOCK)
of
Southdown, Inc.
by
CENA Acquisition Corp.,
an indirect subsidiary of
CEMEX, S.A. de C.V.
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.
October 5, 2000
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
CENA Acquisition Corp., a Delaware corporation ("Purchaser") and an indirect
subsidiary of CEMEX, S.A. de C.V., a corporation organized under the laws of
the United Mexican States ("CEMEX"), has made an offer to purchase all
outstanding shares of common stock, par value $1.25 per share, including the
related rights to purchase preferred stock (collectively, the "Shares"), of
Southdown, Inc., a Louisiana corporation (the "Company"), at a purchase price
of $73.00 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,
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, collectively constitute the
"Offer") enclosed herewith.
Holders of Shares whose certificates for such Shares (the "Share
Certificates") are not immediately available, who cannot complete the
procedures for book-entry transfer on a timely basis, or who cannot deliver all
other required documents to Citibank, N.A. (the "Depositary") prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase) must tender
their Shares according to the guaranteed delivery procedures set forth in
Section 3 of the Offer to Purchase.
The Offer is conditioned upon, among other things, (1) there being validly
tendered (other than by guaranteed delivery where actual delivery has not
occurred) and not properly withdrawn prior to the expiration of the Offer a
number of Shares that represents at least two-thirds of the Shares outstanding
on a fully diluted basis, and (2) any waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended, and the regulations
thereunder having expired or been terminated. The offer is subject to certain
other conditions contained in Section 15 of the Offer to Purchase. Please read
Sections 1 and 15 of the Offer to Purchase, which set forth in full the
conditions to the Offer.
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares registered in your name or in the name of your
nominee.
1. Offer to Purchase dated October 5, 2000;
2. Letter of Transmittal for your use in accepting the Offer and
tendering Shares and for the information of your clients (manually signed
facsimile copies of the Letter of Transmittal may be used to tender
Shares);
3. Notice of Guaranteed Delivery to be used to accept the Offer if Share
Certificates are not immediately available or if such certificates and all
other required documents cannot be delivered to the Depositary, or if the
procedures for book-entry transfer cannot be completed on a timely basis;
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4. A printed form of letter that may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Offer;
5. The letter to shareholders of the Company from Clarence C. Comer,
President and Chief Executive Officer of the Company, accompanied by the
Company's Tender Offer Solicitation/Recommendation Statement on Schedule
14D-9 filed with the Securities and Exchange Commission by the Company,
which includes the recommendation of the Board of Directors of the Company
(the "Board of Directors") that shareholders accept the Offer and tender
their Shares to the Purchaser pursuant to the Offer; and
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
The Company's Board of Directors, at a special meeting held on September 28,
2000, unanimously (1) determined that the Merger Agreement (as defined below)
and the transactions contemplated thereby, including the Offer and the Merger
(as defined below), are fair to the Company's shareholders and in the best
interests of the Company and its shareholders; (2) approved and adopted the
Merger Agreement and the transactions contemplated thereby, including the Offer
and the Merger; and (3) recommended that the Company's shareholders (i) accept
the Offer and (ii) if shareholder approval is necessary, approve the Merger
Agreement and the Merger. Accordingly, the Company's Board of Directors
recommends that your clients accept the Offer and tender all of their Shares
pursuant to the Offer.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of September 28, 2000 (the "Merger Agreement"), among CEMEX, Purchaser and
the Company. The Merger Agreement provides for, among other things, the making
of the Offer by Purchaser, and further provides that Purchaser will be merged
with and into the Company (the "Merger") as soon as practicable following the
satisfaction or waiver of each of the conditions to the Merger set forth in the
Merger Agreement. Following the Merger, the Company will continue as the
surviving corporation, an indirect subsidiary of CEMEX, and the separate
corporate existence of Purchaser will cease.
In order to take advantage of the Offer, (i) a duly executed and properly
completed Letter of Transmittal and any required signature guarantees, or an
Agent's Message (as defined in Section 3 of the Offer to Purchase) in
connection with a book-entry delivery of Shares, and other required documents
should be sent to the Depositary and (ii) Share Certificates representing the
tendered Shares should be delivered to the Depositary, or such Shares should be
tendered by book-entry transfer into the Depositary's account maintained at the
Book-Entry Transfer Facility (as described in Section 3 of the Offer to
Purchase), all in accordance with the instructions set forth in the Letter of
Transmittal and the Offer to Purchase.
If holders of Shares wish to tender, but it is impracticable for them to
forward their Share Certificates or other required documents prior to the
Expiration Date or to comply with the book-entry transfer procedures on a
timely basis, a tender may be effected by following the guaranteed delivery
procedures specified in Section 3 of the Offer to Purchase.
Purchaser will not pay any fees or commissions to any broker or dealer or
other person (other than the Depositary as described in the Offer to Purchase)
for soliciting tenders of Shares pursuant to the Offer. Purchaser will,
however, upon request, reimburse you for customary mailing and handling costs
incurred by you in forwarding the enclosed materials to your customers.
Purchaser will pay or cause to be paid all stock transfer taxes applicable
to its purchase of Shares pursuant to the Offer, except as otherwise provided
in Instruction 6 of the Letter of Transmittal.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT 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.
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Any inquiries you may have with respect to the Offer should be addressed to
the Information Agent or the Dealer Manager at their respective addresses and
telephone numbers set forth on the back cover of the Offer to Purchase.
Additional copies of the enclosed materials may be obtained from the
Information Agent.
Very truly yours,
Salomon Smith Barney Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF CEMEX, PURCHASER, THE COMPANY, THE
DEPOSITARY OR ANY AFFILIATE OF ANY OF THE FOREGOING OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM
IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE
STATEMENTS CONTAINED THEREIN.
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