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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
SOUTHDOWN, INC.
(Name of Subject Company)
SOUTHDOWN, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $1.25 per share,
including the associated Rights to Purchase Preferred Stock
(Title of Class of Securities)
CUSIP NO. 841297104
(CUSIP Number of Class of Securities)
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Patrick S. Bullard
Senior Vice President - General Counsel and Secretary
1200 Smith Street
Suite 2400
Houston, Texas 77002
(713) 650-6200
(Name, address and telephone number of person
authorized to receive notices and communications
on behalf of the person(s) filing statement)
[X] Check the box if the filing relates solely to
preliminary communications made before the
commencement of a tender offer.
With a copy to:
R. Daniel Witschey, Jr.
Bracewell & Patterson, L.L.P.
711 Louisiana Street, Suite 2900
Houston, Texas 77002-2781
(713) 223-2900
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[LOGO CEMEX] [LOGO SOUTHDOWN]
FOR IMMEDIATE RELEASE
Contact Information:
FOR CEMEX: FOR SOUTHDOWN:
Winnie Lerner Thomas E. Daman
(800) 576-6555 (713) 650-6200
CEMEX TO ACQUIRE SOUTHDOWN IN US$2.8 BILLION TRANSACTION
MONTERREY, MEXICO AND HOUSTON, TEXAS, September 29, 2000 -- CEMEX (NYSE: CX,
BMV:CEMEXCPO) and Southdown (NYSE: SDW) announced today that the companies have
entered into a definitive merger agreement under which CEMEX will acquire all of
the outstanding stock of Southdown for US$73.00 in cash per share, or a total of
approximately US$2.8 billion including US$185 million in long term debt. The
transaction has been approved by the boards of both companies. CEMEX will
commence its tender offer on or before October 5th, 2000, and intends to fund
the purchase price through commitments it has arranged with The Chase Manhattan
Bank, Citibank, N.A., Salomon Smith Barney Inc and Deutsche Bank AG.
"Southdown is an excellent fit for CEMEX," said Lorenzo H. Zambrano, Chairman
and CEO of CEMEX. "The company's management and facilities are world class and,
I believe, will mesh well with our global network. This combination will not
only expand our presence in the United States, but help us compete more
effectively in all our markets. Integrating Southdown into a company with the
scale and resources to prosper in a rapidly consolidating, global industry will
create value for our shareholders," he added.
After the merger with Southdown, CEMEX will have annualized combined sales in
excess of US$6.3 billion pro forma as of June 30th 2000.
"As we indicated to our shareholders last March, we have been looking at many
alternatives for enhancing value and adding to the challenge of effectively
participating in the global economy. I believe that combining with CEMEX is far
and away the best of these," said Clarence C. Comer President and CEO of
Southdown. "We recommended this transaction to our board and, with their
endorsement, we are recommending it to our shareholders because we believe it
maximizes the value for all stakeholders. This transaction is good for our
shareholders; it is good for our customers; and it is good for our employees."
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The closing of the tender offer is conditioned upon, among other things, (1) at
least two-thirds of Southdown's fully diluted shares being tendered and not
withdrawn prior to the expiration of the tender offer, and (2) expiration or
termination of the appropriate waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976.
Subsequent to the consummation of the tender offer, CEMEX will acquire the
remaining shares of Southdown's outstanding common stock through a merger of an
indirect subsidiary of CEMEX with Southdown, after which each outstanding share
of Southdown common stock will be converted into the right to receive US$73.00
per share in cash.
Until completion of the tender offer and the regulatory process, the two
companies will remain independent. Thereafter, CEMEX intends to operate all its
U.S. operations, including Southdown, as a combined entity. Mr. Comer is
expected to become the President and CEO of the new entity.
"This acquisition meets all of our investment criteria," said Mr. Zambrano. "It
allows us to maintain the strength of our capital structure and is expected to
generate attractive returns, while diversifying the sources of our cash flow and
providing a better balance between our developed and developing country markets.
We believe that implementation of CEMEX's best practices in the new entity will
lead to significant cost savings. We expect this transaction to add to our cash
earnings and free cash flow per share from day one."
CEMEX is one of the three largest cement companies in the world with
approximately 65 million metric tons of production capacity. CEMEX is engaged in
the production, distribution, marketing and sale of cement, ready-mix concrete,
aggregates and clinker through operating subsidiaries in four continents. For
more information, visit www.cemex.com.
Southdown, headquartered in Houston, has a network of 12 cement-manufacturing
plants and 45 cement distribution terminals serving 27 states throughout the
United States. Southdown also mines, processes, and sells construction
aggregates and specialty mineral products in the eastern half of the U.S. and in
California. In addition, the company produces and distributes ready-mixed
concrete products in California and Florida. For more information, visit
www.southdown.com.
Salomon Smith Barney Inc. is acting as exclusive financial advisor to CEMEX in
connection with the acquisition and the related financing. Lehman Brothers Inc.
is acting as exclusive financial advisor to Southdown in this transaction and
rendered a fairness opinion.
EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED, THE MATTERS DISCUSSED IN THIS
PRESS RELEASE ARE FORWARD-LOOKING STATEMENTS, THE ACCURACY OF WHICH IS
NECESSARILY SUBJECT TO RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY DIFFER
SIGNIFICANTLY FROM THE DISCUSSION OF CERTAIN MATTERS IN THE FORWARD-LOOKING
STATEMENTS. FACTORS THAT MAY CAUSE SUCH DIFFERENCE INCLUDE THOSE FACTORS SET
FORTH IN SOUTHDOWN'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31,
1999 AND CEMEX'S ANNUAL REPORT ON FORM 20-F FOR THE YEAR ENDED DECEMBER 31,
1999, AND OTHER FILINGS MADE BY EACH COMPANY FROM TIME TO TIME WITH THE
SECURITIES AND EXCHANGE COMMISSION.
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INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ BOTH THE TENDER
OFFER DOCUMENTS AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE
TENDER OFFER REFERRED TO IN THIS PRESS RELEASE, WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. THE TENDER OFFER DOCUMENTS WILL
BE FILED BY CEMEX WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL BE FILED BY SOUTHDOWN WITH THE
COMMISSION. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THESE
DOCUMENTS AND OTHER RELATED MATERIAL FILED BY CEMEX AND SOUTHDOWN WITH THE
COMMISSION AT WWW.SEC.GOV.
THE TENDER OFFER STATEMENT AND RELATED OFFERING DOCUMENTS MAY BE OBTAINED FROM
CEMEX BY DIRECTING SUCH REQUEST TO: WWW.CEMEX.COM. THE
SOLICITATION/RECOMMENDATION STATEMENT AND SUCH OTHER DOCUMENTS MAY BE OBTAINED
FROM SOUTHDOWN BY DIRECTING SUCH REQUEST TO: WWW.SOUTHDOWN.COM.
A WEB CAST PRESENTATION WILL BE ACCESSIBLE LIVE AT 10:00 AM EDT AT:
HTTP://WWW03.ACTIVATE.NET/CEMEX. IF YOU ARE UNABLE TO PARTICIPATE, A REPLAY OF
THE WEB CAST WILL BE AVAILABLE UNTIL OCTOBER 6.
AN ANALYST CONFERENCE CALL/WEB CAST PRESENTATION WILL BE HELD TODAY AT 10:00 AM
EDT. PARTICIPANTS IN THE US, MEXICO AND NASSAU, PLEASE DIAL: (800) 406-5345.
PARTICIPANTS FROM FRANCE ON FRANCE TELECOM, HONG KONG ON HONG KONG TELECOM, AND
SINGAPORE ON SINGAPORE TEL CAN DIAL TOLL FREE: 001-800-77771111. PARTICIPANTS IN
GERMANY ON DEUTSCHE TELECOM, SPAIN ON TELFONICA, ENGLAND, SCOTLAND AND ANYWHERE
ELSE IN THE UK ON BT MERCURY CAN DIAL TOLL FREE: 00-800-77771111.
INTERNATIONAL CALLERS EXPERIENCING DIFFICULTY ACCESSING THE TOLL FREE NUMBER CAN
DIAL DIRECT: (913) 981-5571 (PARTICIPANTS FROM THE NETHERLANDS SHOULD USE THIS
NUMBER ONLY).
IF YOU ARE UNABLE TO PARTICIPATE IN THE CONFERENCE CALL, A REPLAY WILL BE
AVAILABLE BEGINNING AT 3:00 PM EDT ON SEPTEMBER 29 AND RUNNING THROUGH 11:59 PM
EDT ON OCTOBER 5. TO ACCESS THE REPLAY, PLEASE DIAL: (719) 457-0820, RESERVATION
#520564.
IF YOU HAVE ANY QUESTIONS REGARDING THE CONFERENCE CALL/WEB CAST, PLEASE CONTACT
JESSICA BAGA, ABERNATHY MACGREGOR GROUP, (212) 371-5999.
