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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 28, 2000
SOUTHDOWN, INC.
(Exact name of registrant as specified in its charter)
LOUISIANA 1-6117 72-0296500
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1200 SMITH STREET, SUITE 2400 77002-4486
HOUSTON, TEXAS
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 650-6200
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ITEM 5. OTHER EVENTS.
On September 28, 2000, Southdown, Inc. amended its Bylaws by adding a
sentence at the end of Article VIII. A copy of the Bylaws, as amended through
September 28, 2000, is filed as Exhibit 3.1 hereto and incorporated herein by
reference. As of September 28, 2000, Southdown, Inc. also amended its Rights
Agreement, and a copy of the First Amendment to Rights Agreement dated as of
September 28, 2000 between Southdown, Inc, and American Stock Transfer and Trust
Company, as successor Rights Agent, is filed as Exhibit 4.1 hereto and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following material is filed as an exhibit to this
Current Report on Form 8-K:
Exhibit
Number Description of Exhibit
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3.1 Bylaws of Southdown, Inc., as amended through
September 28, 2000.
4.1 First Amendment to Rights Agreement, dated as
of September 28, 2000, by and between
Southdown, Inc. and American Stock Transfer and
Trust Company, incorporated by reference to
Exhibit (e)(29) to the Schedule 14D-9 filed by
Southdown, Inc. on October 5, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SOUTHDOWN, INC.
By: /s/ PATRICK S. BULLARD
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Patrick S. Bullard
Title: Senior Vice President - General Counsel
and Secretary
Date: October 20, 2000
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EXHIBIT INDEX
Exhibit
Number Description
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3.1 Bylaws of Southdown, Inc., as amended through September 28,
2000.
4.1 First Amendment to Rights Agreement, dated as of September 28,
2000, by and between Southdown, Inc. and American Stock
Transfer and Trust Company, incorporated by reference to
Exhibit (e)(29) to the Schedule 14D-9 filed by Southdown, Inc.
on October 5, 2000.
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