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EXHIBIT (a)(1)(E)
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.
To Our Clients:
Enclosed for your consideration is the Offer to Purchase dated October 5,
2000 (the "Offer to Purchase") and a 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") in connection with
the offer by CENA Acquisition Corp., a Delaware corporation ("Purchaser") and
an indirect subsidiary of CEMEX, S.A. de C.V., a company organized under the
laws of the United Mexican States ("CEMEX"), 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 and the Letter of
Transmittal enclosed herewith.
We are the holder of record of Shares for your account. A tender of such
Shares can be made only by us as the holder of record and pursuant to your
instructions. The enclosed Letter of Transmittal is furnished to you for your
information only and cannot be used by you to tender Shares held by us for your
account.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase. Your attention is invited to the
following:
1. The offer price is $73.00 per Share, net to you in cash, without
interest thereon.
2. The Offer is being made for all outstanding Shares.
3. 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, among other
things, that Purchaser will be merged with and into the Company (the
"Merger") following the satisfaction or waiver of each of the conditions to
the Merger set forth in the Merger Agreement.
4. The Company's Board of Directors, at a special meeting held on
September 28, 2000, unanimously (1) determined that the Merger Agreement
and the transactions contemplated thereby, including the Offer and the
Merger, are fair to the Company's shareholders and in the best interests of
the Company and the Company's 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
accept the Offer and, if shareholder approval is necessary, approve the
Merger Agreement and the Merger. Accordingly, the Company's Board of
Directors recommends that you accept the Offer and tender all of your
shares pursuant to the Offer.
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5. The Offer and withdrawal rights will expire at 12:01 a.m., New York
City time, on Friday, November 3, 2000 (the "Expiration Date"), unless the
Offer is extended.
6. Any stock transfer taxes applicable to the sale of Shares to
Purchaser pursuant to the Offer will be paid by Purchaser, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
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.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of
such jurisdiction. In those jurisdictions where securities, blue sky or other
laws require the Offer to be made by a licensed broker or dealer, the Offer
will be deemed to be made on behalf of Purchaser by Salomon Smith Barney Inc.,
the Dealer Manager for the Offer, or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form set forth
on the reverse side of this letter. An envelope to return your instructions to
us is also enclosed. If you authorize the tender of your Shares, all such
Shares will be tendered unless otherwise specified on the reverse side of this
letter. Your instructions should be forwarded to us in ample time to permit us
to submit a tender on your behalf prior to the Expiration Date.
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INSTRUCTIONS WITH RESPECT TO THE
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 undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated October 5, 2000, and the related Letter of Transmittal, in
connection with the offer by CENA Acquisition Corp., a Delaware corporation
("Purchaser") and an indirect subsidiary of CEMEX, S.A. de C.V., a company
organized under the laws of the United Mexican States (the "Parent"), 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 and the Letter of Transmittal.
This will instruct you to tender to Purchaser the number of Shares indicated
below (or, if no number is indicated below, all Shares) that are held by you
for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the related Letter of
Transmittal.
Number of Shares to be Sign Here: _________________________
Tendered*: ________ Signature _______________________
Date: ________________ ____________________________________
Printed Name
Address
____________________________________
____________________________________
____________________________________
____________________________________
Area Code and Telephone Number
____________________________________
Taxpayer Identification or Social
Security Number
____________________________________
Account No.
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* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
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