<PAGE> 1
================================================================================
REGISTRATION NO. 333-26523
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SOUTHDOWN, INC.
(Exact name of registrant as specified in its charter)
LOUISIANA 3241 72-0296500
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification No.)
incorporation or Code Number)
organization)
1200 SMITH STREET, SUITE 2400
HOUSTON, TEXAS 77002-4486
(Address of Principal Executive Offices, including Zip Code)
SOUTHDOWN, INC. PHANTOM STOCK AND DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
PATRICK S. BULLARD
SENIOR VICE PRESIDENT - GENERAL COUNSEL AND SECRETARY
1200 SMITH STREET, SUITE 2400
HOUSTON, TEXAS 77002-4486
(713) 650-6200
(Name, address and telephone number of agent for service)
With a copy to:
R. DANIEL WITSCHEY, JR.
BRACEWELL & PATTERSON, L.L.P.
SOUTH TOWER, PENNZOIL PLACE
711 LOUISIANA, SUITE 2900
HOUSTON, TEXAS 77002-2781
(713) 223-2900
================================================================================
<PAGE> 2
Pursuant to Rule 478(a)(4) under the Securities Act of 1933, as amended,
the Registrant hereby withdraws from registration under this Registration
Statement any and all shares of Common Stock, par value $1.25 per share,
originally registered hereunder which have not been issued. The Southdown, Inc.
Phantom Stock and Deferred Compensation Plan for Non-Employee Directors,
pursuant to which the shares would have been issued, has either expired by its
respective terms or been terminated and no additional shares may be issued or
sold under such plan.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Post-Effective Amendment No. 1 to its
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on this 16th day of November, 2000.
SOUTHDOWN, INC.
/s/ Patrick S. Bullard
--------------------------------------
By: Patrick S. Bullard
Senior Vice President - General
Counsel and Secretary
Pursuant to the Requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8
has been signed below by the following persons in the capacities indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Clarence C. Comer* President and Chief Executive Officer November 16, 2000
--------------------------- (Principal Executive Officer)
Clarence C. Comer
/s/ Dennis M. Thies* Executive Vice President - Finance and November 16, 2000
--------------------------- Chief Financial Officer (Principal
Dennis M. Thies Financial Officer)
/s/ Ricardo Arredondo* Vice President and Controller (Principal November 16, 2000
--------------------------- Accounting Officer)
Ricardo Arredondo
/s/ Andrew M. Miller* Director November 16, 2000
---------------------------
Andrew M. Miller
/s/ Jill Simeone* Director November 16, 2000
---------------------------
Jill Simeone
/s/ Jeffrey H. Smith* Director November 16, 2000
---------------------------
Jeffrey H. Smith
</TABLE>
* Signed by Patrick S. Bullard pursuant to Rule 478 under the Securities Act
of 1933.
