PUERTO RICAN CEMENT CO INC, DEF 14A, 1994-03-29

PUERTO RICAN CEMENT CO INC
DEF 14A, 1994-03-29
CEMENT, HYDRAULIC

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<PAGE> 1

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant / /

Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement

/X/ Definitive Proxy Statement

/ / Definitive Additional Materials

/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12

Puerto Rican Cement Company, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)

Puerto Rican Cement Company, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(j)(2).

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

(4) Proposed maximum aggregate value of transaction:

Set forth the amount on which the filing fee is calculated and state how it
was determined.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
<PAGE> 2

PUERTO RICAN CEMENT COMPANY, INC.
---------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

MAY 4, 1994

---------------------

The annual meeting of stockholders of Puerto Rican Cement Company, Inc.
(the "Company") will be held at the office of the Company, Amelia Industrial
Park, Guaynabo, Puerto Rico, on Wednesday, May 4, 1994 at 10:00 a.m. Atlantic
Standard Time for the following purposes:

1. The election of six Class I directors for a term of three years and
until election and qualification of their successors.

2. The transaction of such other business as may lawfully come before the
meeting or any adjournment thereof.

Only stockholders of record at the close of business on March 18, 1994 will
be entitled to vote at the meeting.

It is important that your stock be represented at the meeting. If you do
not expect to be present, you are urged to date, sign and mail promptly the
enclosed proxy. For your convenience, we enclose a self-addressed envelope to
which no postage need be affixed if mailed in the United States or Puerto Rico.

The Company's executive office is located in Guaynabo, Puerto Rico. Its
mailing address is P. O. Box 364487, San Juan, Puerto Rico 00936-4487. It is
anticipated that the proxy material will be mailed to stockholders on or about
March 31, 1994.

By Order of the Board of Directors

Daniel R. Dominguez
Secretary

Guaynabo, Puerto Rico
March 31, 1994
<PAGE> 3

PUERTO RICAN CEMENT COMPANY, INC.
---------------------

PROXY STATEMENT

---------------------

ANNUAL MEETING OF STOCKHOLDERS, MAY 4, 1994

The enclosed proxy is being solicited by the Board of Directors of the
Company for the annual meeting of stockholders to be held on May 4, 1994. This
proxy statement, with the accompanying Notice of Annual Meeting of Stockholders
and proxy card, is being mailed to stockholders beginning on or about March 31,
1994. In addition to solicitation by mail, solicitation of proxies may be made
personally or by telephone or telegraph by the Company's regular employees. If
the proxy is executed and returned in time for voting, the shares represented
thereby will be voted. Stockholders have the right to revoke their proxies at
any time prior to the time their shares are actually voted. If revocation is
made by mail, it should be sent to Jose O. Torres, Assistant Secretary, Puerto
Rican Cement Company, Inc., P.O. Box 364487, San Juan, Puerto Rico 00936-4487.

The cost of solicitation will be paid by the Company. The Company has
retained the services of Georgeson & Co., Inc., New York, New York, to assist in
the solicitation of proxies at a cost of $6,000.00. Brokers, nominees and other
similar record holders will be requested to forward proxies and proxy materials
to the beneficial owners of the shares and will be reimbursed by the Company for
their expenses.

VOTING SECURITIES

As of March 18, 1994, the Company had outstanding 5,807,700 shares
(exclusive of 192,300 treasury shares) of Common Stock, par value $1 per share.
Each outstanding share of Common Stock is entitled to one vote. Only
stockholders of record at the close of business on March 18, 1994 will be
entitled to vote at the meeting. For information regarding principal holders of
the Company's Common Stock, see "Information about Nominees, Directors, and
Principal Stockholders" below.

ELECTION OF DIRECTORS

The current Class I directors are Carlos J. Suarez, Hector Puig Ramirez,
Oscar A. Blasini, Salvador E. Casellas, Hector del Valle and Mariano J. Mier.
Class II directors are Rosario J. Ferre, Esteban D. Bird, Federico F. Sanchez,
Jorge L. Fuentes, Juan A. Albors and Federico M. Stubbe. The Class III directors
are Antonio Luis Ferre, Alberto M. Paracchini, Jose J. Suarez, Wallace Gonzalez
Oliver, Emilio J. Venegas and Antonio Luis Ferre Rangel. Each class serves a
three year term, which terms are currently to expire on the date of the
respective annual meetings as follows: Class I, 1994; Class II, 1995; and Class
III, 1996.

It is anticipated that the proxy will be voted for the individual nominees
for Class I directors named below, unless authority is withheld to vote for all
or some of such individuals as indicated on the proxy card. The names of the
nominees for Class I directors are: Carlos J. Suarez, Hector Puig Ramirez, Oscar
A. Blasini, Salvador E. Casellas, Hector del Valle and Mariano J. Mier. All are
directors at the present time.

Pursuant to the Company's By-laws, the election of any director requires an
affirmative vote of a majority of the votes of the Company's Common Stock
represented at the Annual Meeting in person or by proxy and entitled to vote on
that proposal. Votes cast by proxy or in person at the Annual Meeting will be
counted by
<PAGE> 4

the persons appointed by the Company to act as election inspectors for the
meeting. The election inspectors will treat shares represented by proxies that
reflect abstentions as shares that are present and entitled to vote for purposes
of determining the presence of a quorum. Abstentions, however, will constitute a
vote "against" any proposal. The election inspectors will treat "broker
non-votes" (i.e. shares held by brokers or nominees as to which instructions
have not been received from the beneficial owners or persons entitled to vote
and with respect to which the broker or nominee does not have discretionary
power to vote on a particular matter) as if the broker never voted. If no
directive is given, with respect to each proposal, the proxy will be tallied as
a vote "for" management.

Each Class I director elected at this meeting shall serve from the time of
election and qualification until the third annual meeting following election and
until a successor shall have been elected and shall have qualified. If any
nominee is unable to serve as director, an event which the Company does not now
anticipate, the proxy will be voted for a substitute nominee.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE CLASS I
DIRECTOR NOMINEES NAMED ABOVE.

INFORMATION ABOUT NOMINEES, DIRECTORS AND PRINCIPAL STOCKHOLDERS

2
<PAGE> 5

<TABLE>
<CAPTION>
NUMBER OF SHARES
AND PERCENTAGE OF
SERVED OUTSTANDING SHARES
AS OF COMMON STOCK
PRINCIPAL OCCUPATION DIRECTOR OWNED BENEFICIALLY
NAME AGE FOR THE LAST FIVE YEARS SINCE(A) AT MARCH 18, 1994
- ------------------------- --- -------------------------------------- -------- ------------------
<S> <C> <C> <C> <C>
Mariano J. Mier* 53 President of Mier Group Inc. 1988 None
(commercial business and
consultants) Dean of Business
Administration at Universidad
Metropolitana since July 1993;
Professor at Fundacion Ana G. Mendez
and Universidad Metropolitana (four
year colleges) Director of York
College, June 1992 to June 1993;
Chairman of the Board and Director
of First Continental Corp. (NASD
broker dealer), First Continental
Holding Corp. (holding company) and
Athena Capital Management Corp. from
1990 to 1992; President from 1982 to
1990 and Director and Chairman of
the Board from 1988 to 1990 of First
Federal Savings Bank (commercial
savings institution).
CLASS II DIRECTORS
Rosario J. Ferre 55 Second Vice President since 1983 and 1992 32,688(c)
Director since 1960 of Luis A. Ferre (0.56%)
Foundation, Inc. (non profit
foundation) (an adult daughter of
Luis A. Ferre and sister of Antonio
Luis Ferre).
Esteban D. Bird 62 President of Bird Construction Company 1973 None
(general contractors), since 1964;
Director of BanPonce Corporation
(bank holding company) and of Banco
de Ponce (commercial bank) from 1989
to 1990; Director of Banco Popular
de Puerto Rico (commercial bank)
since 1991.
Federico F. Sanchez 52 President of Federico F. Sanchez and 1982 366(b)
Company, Inc. since 1977; President
of Interlink Group Inc. (real estate
consultants, brokers and developers)
since 1986.
</TABLE>

3
<PAGE> 6

<TABLE>
<CAPTION>
NUMBER OF SHARES
AND PERCENTAGE OF
SERVED OUTSTANDING SHARES
AS OF COMMON STOCK
PRINCIPAL OCCUPATION DIRECTOR OWNED BENEFICIALLY
NAME AGE FOR THE LAST FIVE YEARS SINCE(A) AT MARCH 18, 1994
- ------------------------- --- -------------------------------------- -------- ------------------
<S> <C> <C> <C> <C>
Jorge L. Fuentes 45 Chairman of the Board and Chief 1984 None
Executive Officer of Gabriel
Fuentes, Jr. Construction Company,
Inc. (general contractors) since
1986; Chairman of the Board, Chief
Executive Officer and Director of
Fuentes Concrete Pile Inc.
(manufacturers of concrete pile
foundations) since 1986; Director of
the Bank and Trust of Puerto Rico
(commercial bank and trust) since
1988.
Juan A. Albors 57 Chairman and Chief Executive Officer 1986 2,100(b)
of Albors Housing Development
Corporation (real estate developers
and investors) since 1977; Director
of BanPonce Corporation (bank
holding company) and Banco de Ponce
(commercial bank) from 1984 to 1990;
Director of Banco Popular de Puerto
Rico (commercial bank) since 1990;
member from 1985 to 1993 and
Chairman of the Board of Governors
of the Puerto Rico Maritime Shipping
Authority from 1989 to 1993.
Federico M. Stubbe 45 President of Comunidades Fermaral Inc. 1993 None
(residential real estate developers)
since 1987.
</TABLE>

4
<PAGE> 7

<TABLE>
<CAPTION>
NUMBER OF SHARES
AND PERCENTAGE OF
SERVED OUTSTANDING SHARES
AS OF COMMON STOCK
PRINCIPAL OCCUPATION DIRECTOR OWNED BENEFICIALLY
NAME AGE FOR THE LAST FIVE YEARS SINCE(A) AT MARCH 18, 1994
- ------------------------- --- -------------------------------------- -------- ------------------
<S> <C> <C> <C> <C>
CLASS III DIRECTORS
Antonio Luis Ferre 60 Vice Chairman of the Board and 1959 433,467(d)
Director of the Company since 1985 (7.46%)
and Chairman of the Board from 1980
to 1985; President of El Dia, Inc.
(newspaper publishing company) since
1969; Director of AMR Corporation
(commercial airline) since 1976;
Director of Metropolitan Life
Insurance Company of New York
(insurance company) since 1987;
Director and Vice Chairman of
BanPonce Corporation (bank holding
company) since 1984 and Banco de
Ponce (commercial bank) from 1959 to
1990; Director and Vice Chairman of
Banco Popular de Puerto Rico
(commercial bank) since 1991;
Director of Pueblo Extra Supermarket
(food retailer) since 1993 (father
of Antonio Luis Ferre Rangel, adult
son of Luis A. Ferre and brother of
Rosario J. Ferre).
Alberto M. Paracchini 61 Vice Chairman of the Board of the 1968 None
Company and Director since 1968;
Chairman of the Board and Chief
Executive Officer from 1983 to 1990
and President from 1980 to 1990 of
Banco de Ponce (commercial bank);
President from 1984 to 1990 and
Director and Chairman of the Board
from 1985 to 1993 of BanPonce
Corporation (bank holding company);
Chairman of the Board from 1986 to
1993 of Vehicle Equipment Leasing
Corporation (automobile leasing
company); Director since 1991 and
Chairman of the Board from 1991 to
1993 of Banco Popular de Puerto Rico
(commercial bank), Popular Leasing &
Rental, Inc. and Popular Consumer
Services, Inc.; Director of HDA
Management Corporation since
December 1993.
</TABLE>

5
<PAGE> 8

<TABLE>
<CAPTION>
NUMBER OF SHARES
AND PERCENTAGE OF
SERVED OUTSTANDING SHARES
AS OF COMMON STOCK
PRINCIPAL OCCUPATION DIRECTOR OWNED BENEFICIALLY
NAME AGE FOR THE LAST FIVE YEARS SINCE(A) AT MARCH 18, 1994
- ------------------------- --- -------------------------------------- -------- ------------------
<S> <C> <C> <C> <C>
Wallace Gonzalez Oliver 68 Attorney at Law and Partner in law 1975 600(b)
firm Gonzalez Oliver, Correa
Calzada, Collazo, Salazar, Herrero &
Jimenez since July 1991; President
of Las Americas Trust Company
(commercial bank) from 1985 to 1991.
Emilio J. Venegas 66 President of Sanson Corporation (rock 1977 43,000
and concrete products) since 1983; (0.7%)
Secretary since 1989 of Venegas
Construction Corporation (general
contractors); Director of BanPonce
Corporation (bank holding company)
since 1984 and Banco de Ponce
(commercial bank) from 1973 to 1990.
Jose J. Suarez 58 Executive Vice President in Charge of 1989 None
Operations of the Company since
1988, Senior Vice
President -- Operations from 1983 to
1987; Director of Scotia Bank of
Puerto Rico (commercial bank) since
February 1992.
Antonio Luis Ferre Rangel 27 Assistant Plant Manager of the Company 1993 18,412(d)
since 1992 (an adult son of Antonio (0.3%)
Luis Ferre).
All Directors and
Executive Officers as a
Group (19 persons in
total including those
listed above) 531,383(e)
</TABLE>

- ---------------

(a) Dates refer to periods served as a director of either the Company or Ponce
Cement Corporation, which was merged into the Company on March 14, 1963.
(b) Number of shares set forth represents in each case less than 0.10% of the
outstanding shares of Common Stock.
(c) 32,688 shares (0.56%) of the Company's Common Stock are held as follows: (1)
direct ownership by Rosario J. Ferre, director of the Company, of 2,688
shares (0.04%) of the Company's Common Stock; and (2) through her 100%
ownership of R.F.T. Investment Corp., a Puerto Rico corporation, which owns
of record 30,000 shares (0.52%) of the Company's Common Stock. In addition,
Rosario J. Ferre shares voting and investment power regarding 537,174
shares (9.25%) of the Company's Common Stock held of record by South
Management Corporation which corporation is wholly owned by Papelera
Nacional, Inc., a Puerto Rico corporation, which in turn is wholly owned by
Sanber Investments S. A. The reporting

6
<PAGE> 9

person has a 12.5% ownership interest in Sanber Investments S. A. and
shares voting and investment power with Mr. Luis A. Ferre and Mr. Antonio
Luis Ferre as a result of a contract arrangement dated April 21, 1989
granting said powers to the Board of Directors of South Management
Corporation of which Mrs. Ferre is a member. (See also final footnote on
page 9).

(d) 276,804 shares (4.77%) of the outstanding Common Stock are held by Ferre
Investment Fund, Inc., a Puerto Rico corporation wholly owned by Antonio
Luis Ferre, a director of the Company since 1959, and his family. Out of
this total, Antonio Luis Ferre Rangel, adult son of Antonio Luis Ferre,
claims beneficial ownership of 8,237.7 shares (0.01%). Antonio Luis Ferre
retains sole voting power with respect to the total shares owned by Ferre
Investment Fund, Inc. and claims beneficial ownership of 268,566.3 shares
(4.62%). 175,074 shares (3.01%) of the outstanding Common Stock are held by
El Dia, Inc., a Puerto Rico corporation, 84.6% owned by Antonio Luis Ferre
and his family. Out of this total, Antonio Luis Ferre Rangel, adult son of
Antonio Luis Ferre, claims beneficial ownership of 10,173.5 shares (0.02%).
Antonio Luis Ferre retains shared voting power with respect to 84.6% of the
total shares owned by El Dia, Inc. and claims beneficial ownership of
164,900.5 shares (2.84%). In addition, Antonio Luis Ferre shares voting and
investment power regarding 537,174 shares (9.25%) of the Company's Common
Stock held of record by South Management Corporation which corporation is
wholly owned by Papelera Nacional, Inc., a Puerto Rico corporation, which
in turn is wholly owned by Sanber Investments S. A. The reporting person
has a 12.5% ownership interest in Sanber Investments S. A. and shares
voting and investment power with Mr. Luis A. Ferre and Mrs. Rosario J.
Ferre as a result of a contract arrangement dated April 21, 1989 granting
said powers to the Board of Directors of South Management Corporation of
which Mr. Ferre is a member. (See also final footnote on page 9).

(e) All of the directors and executive officers of the Company as a group,
including officers not listed, own 531,383 shares (9.15%) of the Company's
Common Stock and, as described above, Antonio Luis Ferre and Rosario J.
Ferre share voting power and investment power regarding 537,174 shares
(9.25%) of the Company's Common Stock held of record by South Management
Corp.

* In a settlement, without admitting to any violation, Mr. Mier agreed to a
Consent Decree dated June 17, 1992 with the Office of the Thrift
Supervision of the U.S. Department of the Treasury prohibiting him from
holding any office or participating in the conduct of First Federal Savings
Bank and the institutions and agencies specified in Sections 8(e), (7) and
(8)(b) (8) of the Federal Deposit Insurance Act. Under the order, Mr. Mier
was required to make restitution of the amount of $90,000 for the benefit
of the Bank and pay $10,000 in civil penalties.

7
<PAGE> 10

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

In addition to the directors listed above who beneficially own more than 5%
of the outstanding shares of the Company's Common Stock, the following persons
beneficially own 5% or more of the outstanding shares of Common Stock.

<TABLE>
<CAPTION>
NUMBER OF SHARES AND PERCENT OF
BENEFICIAL OWNERSHIP OUTSTANDING
NAME AND ADDRESS AS OF MARCH 18, 1994 SHARES
- ----------------------------- -------------------- -----------
<S> <C> <C>
Luis A. Ferre
G.P.O. Box 6108
San Juan, Puerto Rico 00936 (a)* (a)*
Herman Ferre, Jr.
The Chase Manhattan Bank
Building
Suite 1214
254 Munoz Rivera Avenue
Hato Rey, Puerto Rico 00919 (b)* (b)*
Charles M. Royce
Quest Management Company
Quest Advisory Corp.
1414 Avenue of the Americas
New York, New York 10019 496,200(c) 8.54%(c)
Ryback Management Corporation
7711 Carondelet Ave.,
Suite 700
P.O. Box 16900
St. Louis, Missouri 63105 322,500(d) 5.55%(d)
Lazard Freres & Co.
One Rockefeller Plaza
New York, N.Y. 10020 314,800(e) 5.42%(e)
</TABLE>

- ---------------

(a) As of March 18, 1994, Luis A. Ferre (father of Antonio Luis Ferre and
Rosario J. Ferre), while not directly owning of record any shares of the
Company's Common Stock, had a beneficial interest in 485,247 shares (8.36%)
of the Company's Common Stock through the Luis A. Ferre Foundation, Inc., a
charitable foundation, respecting which Mr. Ferre, as its President, votes
the Company's Common Stock owned of record by the Foundation. In addition,
Luis A. Ferre shares voting and investment power regarding 537,174 shares
(9.25%) of the Company's Common Stock held of record by South Management
Corporation, which corporation is wholly owned by Papelera Nacional, Inc.,
which in turn is 100% owned by Sanber Investments S. A. The reporting
person has a 25% ownership interest in Sanber Investments S. A. and shares
voting and investment power with Mr. Antonio Luis Ferre and Mrs. Rosario J.
Ferre as a result of a contract arrangement dated April 21, 1989 granting
said powers to the Board of Directors of South Management Corporation of
which Mr. Ferre is a member. (See also final footnote on page 9).
(b) As of March 18, 1994, Herman Ferre, Jr. (a first cousin of Antonio Luis
Ferre and Rosario J. Ferre) owned 94,866 shares (1.63%) of the outstanding
Common Stock of the Company. In addition, Herman Ferre, Jr. and his wife
and children have a beneficial interest and investment power regarding
537,174

8
<PAGE> 11

shares (9.25%) of the Company's Stock held of record by Brim Incorporado
which corporation is wholly owned by Papelera Nacional, Inc., a Puerto Rico
corporation, which in turn is wholly owned by Sanber Investments S. A. The
reporting person has a 50% ownership interest in Sanber Investments S. A.
and has voting and investment power as a result of a contract arrangement
dated April 21, 1989 granting said powers to the Board of Directors of Brim
Incorporado of which Mr. Ferre is a member. (See also final footnote on
page 9).
(c) Charles M. Royce, a U.S. citizen; Quest Advisory Corp. ("Quest"), a New
York corporation; and Quest Management Company ("QMC"), a Connecticut
general partnership, as a group, is the beneficial owner of 496,200 shares
(8.54%) of the Company's Common Stock. Mr. Charles M. Royce is deemed to be
a controlling person of QMC and Quest. QMC has 42,700 shares (0.73%) of the
Company's Common Stock registered under its name and Quest has 453,500
shares (7.81%) of the Company's Common Stock registered under its name.
Both are registered investment advisers. Quest and QMC have sole
dispositive and voting power regarding their respective portion of the
Company's Common Stock.
(d) Ryback Management Corporation ("RMC"), a Missouri corporation, is the
beneficial owner of 322,500 shares (5.55%) of the Company's Common Stock.
RMC is a registered investment adviser and one or more of its clients is
the legal owner of the Company's Common Stock registered under RMC. The
largest among these holdings is that of Lindner Fund, Inc. Lindner Fund,
Inc. holds shared voting control and dispositive power over the shares
owned by it (315,300 or 5.43%) and RMC shares voting control and holds sole
dispositive power over the shares (7,200 or 0.12%) registered under its
name.
(e) Lazard Freres & Co. ("LFC"), a New York partnership, is the beneficial
owner of 314,800 shares (5.42%) of the Company's Common Stock. LFC is a
registered investment adviser and one or more of its clients is the legal
owner of the Company's Common Stock registered under LFC. The largest among
these holdings (171,900 or 2.96%) is that of Lazard Special Equity Fund,
Inc. LFC holds sole voting control over 297,200 shares and sole dispositive
power over all 314,800 shares registered under its name.

* The shared voting and investment power regarding shares of the Company's
Common Stock attributable to Antonio Luis Ferre (described in footnote (d)
on page 7), Rosario J. Ferre (described in footnote (c) on page 6), Luis A.
Ferre (described in footnote (a) on page 8), and Herman Ferre, Jr.
(described in footnote (b) on page 8) by reason of their holdings of Sanber
Investments, S. A. is based upon a contract arrangement dated April 21,
1989 granting voting and investment powers to the respective Board of
Directors of South Management Corporation and Brim Incorporado. Each of
said persons disclaims that he or she is acting as a group with regard to
such shared voting and investment power. Sanber Investments, S. A., a
Panama corporation, has a 100% ownership in Papelera Nacional, Inc., a
Puerto Rico corporation, which in turn has a 100% ownership interest in
both South Management Corporation, a Puerto Rico corporation, which holds
of record 537,174 shares (9.25%) of the Company's Common Stock, and Brim
Incorporado, a Puerto Rico corporation, which holds of record 537,174
shares (9.25%) of the Company's Common Stock.

9
<PAGE> 12

EXECUTIVE COMPENSATION

Set forth below is the compensation paid by the Company (none is paid by
any subsidiary) during each of the last three fiscal years ended December 31,
1993 to its Chairman and Chief Executive Officer and the Company's four other
most highly paid executive officers whose aggregate remuneration exceeded
$100,000.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------- OTHER ANNUAL
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
- ----------------------------------------------- ---- -------- -------- ---------------
<S> <C> <C> <C> <C>
Carlos J. Suarez 1993 $340,000 $ 87,000 $18,443
Chairman, Director 1992 310,668 81,000 20,804
Chief Executive Officer 1991 370,313 102,951 17,295
Hector del Valle 1993 227,895 47,400 10,056
President, Director 1992 166,397 44,400 8,850
1991 154,933 40,189 8,956
Jose J. Suarez 1993 186,385 45,000 8,190
Executive V.P. 1992 162,400 42,000 5,754
Director 1991 145,600 54,810 9,485
Jose O. Torres 1993 103,683 16,522 12,227
Vice President of Finance, 1992 102,849 15,022 12,268
Assistant Secretary and Treasurer 1991 92,376 15,050 10,375
Rene Di Cristina 1993 95,786 19,125 14,348
Vice President -- Sales 1992 91,395 17,875 17,025
1991 83,448 15,565 9,382
</TABLE>

- ---------------

(1) The Company furnished automobiles to its executive officers, including the
five individuals named above. Other Annual Compensation reflects cost to the
Company of furnishing such automobiles to the listed officers and paying
related expenses.

Named officers received no compensation other than that presented in the
Summary Compensation Table included herein. Mr. Hector del Valle received
payment in cash equivalent to $42,203 in 1993 for vacation time not taken in
prior years. This is a non-recurrent event and has no relation to the Company's
salary program. The column of the table marked as "salary" includes cash
payments for vacation time not used by the executive.

10
<PAGE> 13

PENSION PLANS

The following table illustrates estimated annual benefits payable under the
Company's pension plan upon normal retirement to persons with the specified
combination of remuneration and years of credited service. Amounts are based on
straight life annuities including estimated social security benefits deducted in
calculating benefits paid under the plan.

YEARS OF CREDITED SERVICE(A)

<TABLE>
<CAPTION>
HIGHEST FIVE
YEAR AVERAGE
COMPENSATION(B) 10 15 20 25 30 35 40
- --------------- ------- ------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 65,900 $ 8,778 $13,166 $ 17,555 $ 22,269 $ 26,983 $ 31,696 $ 36,410
90,000 12,528 18,791 25,055 31,769 38,483 45,196 51,910
115,000 16,278 24,416 32,555 41,269 49,983 58,696 67,410
140,000 20,028 30,041 40,055 50,769 61,483 72,196 82,910
165,000 23,778 35,666 47,555 60,269 72,983 85,696 98,410
190,000 27,528 41,291 55,055 69,769 84,483 99,196 113,910
215,000 31,278 46,916 62,555 79,269 95,983 112,696 129,410
240,000 35,028 52,541 70,055 88,769 107,483 126,196 144,910
265,000 38,778 58,166 77,555 98,269 118,983 139,696 160,410
290,000 42,528 63,791 85,055 107,769 130,483 153,196 175,910
315,000 46,278 69,416 92,555 117,269 141,983 166,696 191,410
340,000 50,028 75,041 100,055 126,769 153,483 180,196 206,910
365,000 53,778 80,666 107,555 136,269 164,983 193,696 222,410
390,000 57,528 86,291 115,055 145,769 176,483 207,196 237,910
</TABLE>

- ---------------

(a) As of December 31, 1993, Carlos J. Suarez had 41 years of credited service
and $302,135 of annual remuneration covered by the plan and was entitled to
a yearly pension benefit of $180,000 at the retirement of age 69; Hector
del Valle, 36 years and $189,600 (entitled to a yearly pension benefit of
$173,000 at normal retirement age); Jose J. Suarez, 34 years and $180,000
(entitled to a yearly pension benefit of $136,000 at normal retirement
age); Jose O. Torres, 16 years and $104,000 (entitled to a yearly pension
benefit of $75,000 at normal retirement age); and Rene Di Cristina, 10
years and $91,800 (entitled to a yearly pension benefit of $102,000 at
normal retirement age). All estimated pension benefit information assumes
average salary increases of 5% up until retirement at age 65 except with
respect to Mr. Carlos J. Suarez who is assumed to retire at age 69.
(b) A participant's pension is based upon such participant's "covered
compensation". Covered compensation is computed by annualizing the average
monthly eligible compensation received by the participant from the Company
during the 60-month period in which the participant received his highest
eligible compensation. Eligible compensation is equal to "Salary" as
reported in the "Summary Compensation Table", not including bonuses
(reported separately in such table as "Bonus") or overtime payments, if
any.

The Company's pension plan covers all salaried employees of the Company who
are not subject to the terms of a union contract and who complete at least 1,000
hours of service with the Company during the 12-month period beginning with the
date of employment or during any subsequent calendar year.

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<PAGE> 14

Effective January 1, 1994, the Company amended the pension plan to modify
the benefit formula for determining an active participant's basic benefit. The
new formula produces a benefit at normal retirement age equal to 1.1% of the
participant's average monthly compensation up to "Covered Compensation" and 1.5%
of average monthly earnings in excess of "Covered Compensation" multiplied by
the first 20 years of "Credited Service", plus 1.2% of average monthly
compensation up to Covered Compensation and 1.6% of average monthly earnings in
excess of "Covered Compensation", multiplied by "Credited Service" in excess of
20 years. "Covered Compensation" is as defined in Section 401(1)(5)(E) of the
United States Internal Revenue Code of 1986, as amended.

For unmarried retired participants the normal retirement benefit is paid in
the form of a monthly straight life annuity commencing at retirement. For
married retired participants the normal retirement benefit generally is an
actuarially adjusted monthly joint and surviving spouse annuity commencing at
retirement and continuing for the participant's life with 50% of such benefit
continuing for the life of the participant's surviving spouse, if any. "Average
monthly compensation" under the plan is the highest average monthly basic salary
(including commissions, but excluding bonuses, overtime and other payments that
are not predetermined) during any five consecutive years in the ten-year period
immediately preceding the participant's actual retirement date. The minimum
monthly retirement benefit for participants who were participants in the plan on
December 31, 1975 is not less than the sum of (a) 1.2% of average monthly
compensation for each of the first 10 years of credited service plus (b) 1.5% of
such compensation for each year of credited service prior to age 65 in excess of
10, with the maximum benefit equal to 72% of average monthly compensation after
40 years of credited service. In computing the minimum retirement benefit,
compensation is assumed to remain unchanged since December 31, 1975. Effective
August 1, 1986, any participant retiring under the plan shall receive monthly
benefits of not less than $5.00 for each year of credited service. In addition
to annual retirement benefits the plan provides benefits for disability, death
and other terminations of employment after 10 years of credited service. Early
retirement is provided for participants at least 55 years of age.

EXECUTIVE SEPARATION POLICY

The Company has entered into separate agreements with 19 members of
management including Messrs. Antonio Luis Ferre, Carlos J. Suarez, Hector del
Valle, Jose J. Suarez, Jose O. Torres and Rene Di Cristina. These contracts were
ratified by the Company's Board of Directors at its meeting of August 24, 1988.
The contracts, among other things, grant an amount equal to two and a half times
compensation based on average salary plus bonus during the three years prior to
the date of a takeover or change in control of the ownership of the Company.
Benefits payable under the contracts are triggered if, as a result of a change
in control, these executives are (1) laid off or forced to resign or (2) are
unable to function in the position held prior to the change in control. A change
in control is generally defined as a third party acquisition of the Company's
shares representing 20% or more of the total number which may be cast for the
election of directors.

COMPENSATION COMMITTEE REPORT

The purpose of this report is to inform shareholders of the Compensation
Committee's compensation policies for executive officers and the rationale for
compensation paid to the Chief Executive Officer (CEO). This report is submitted
by the Compensation Committee. The Compensation Committee consists of three
non-employee directors of the Company. The Compensation Committee's overall goal
is to develop executive compensation policies that are consistent with, and
linked to, strategic business objectives and Company

12
<PAGE> 15

values. The Compensation Committee approves the design of, assesses the
effectiveness of, and administers executive compensation programs in support of
compensation policies. The Compensation Committee presents its decisions to the
Board of Directors for approval.

Compensation Philosophy

The compensation program followed by the Company is based on the
achievement of business objectives. The Company's primary business objective is
to maximize shareholder value. To achieve this objective, the compensation
program is designed to relate pay to performance. Expected corporate and
individual performance goals are established by the Board of Directors at the
beginning of each fiscal year. The program also strives to attract, retain, and
reward executives who contribute to the overall success of the Company. Each
program element, therefore, should target compensation levels that are at the
median of a comparative market. Offering market-comparable pay opportunities
allows the Company to maintain a stable, successful management team.

Competitive Pay

Competitive market data is provided by an independent compensation
consultant. The data provided compares Company compensation practices to a group
of comparable companies. The Company's market for compensation comparison
purposes is comprised of a group of companies who tend to have similar
philosophies, sales volumes, and operations in Puerto Rico or multinationally.
The Compensation Committee reviews and approves the selection of companies used
for compensation comparison purposes. The companies chosen for comparison are
not in all cases the same companies which comprise the Peer Group in the
Performance Graph included at page 15. The Compensation Committee believes that
the Company's most direct competitors for executive talent are not the same
companies that would be included in a peer group established for comparing
shareholder returns.

With respect to the base salary granted to Mr. Carlos J. Suarez (Chairman
and CEO) in 1993, the Compensation Committee took into account a comparison of
base salaries of chief executive officers of local peer companies, the Company's
success in meeting its return on equity goals in 1992, the performance of the
Company's common stock and the assessment by the Compensation Committee of Mr.
Suarez' individual performance. The Compensation Committee also took into
account the longevity of Mr. Suarez' service to the Company and its firm belief
that Mr. Carlos J. Suarez has established a reputation in the cement industry
for his knowledge and experience in this field and is an excellent
representative of the Company to the public by virtue of his stature in the
industry and in the community. Mr. Suarez was granted a base salary of $340,000
for 1993, an increase of 9.5% over his $310,668 base salary for 1992.

Compensation Vehicles

The key elements of the Company's executive compensation are base salary
and annual incentives. In determining compensation, all elements of an
executive's total compensation package, including pension plans, insurance, and
other benefits are considered.

Salary

The Compensation Committee regularly reviews each executive's base salary.
Base salaries for executives are initially determined by evaluating executives'
levels of responsibility, prior experience, breadth of knowledge, and external
pay practices. Increases to base salaries are driven primarily by corporate and
individual performance.

13
<PAGE> 16

Base salaries are targeted at the median of the comparative market. The
comparative market is determined by an objective evaluation of compensation
provided in similar positions in a selected group of peer companies competing in
the local job market. This comparison, which includes local companies in the
same and other industries, is performed on a regular basis by outside personnel
consultants hired for this purpose by the Company. Salaries paid can be adjusted
above or below the median based on individual and corporate performance plus
other factors such as experience in the position. Corporate and individual
performance factors are equally weighted in determining base salaries. Corporate
performance measures include return on shareholder's equity; Company performance
against budget; and performance comparison with peer group cement companies. In
1993, the Company's target for return on shareholders' equity was met, the
Company's net income before extraordinary items exceeded budgeted amounts by
18.2%, and the Company's performance goals in comparison to peer group cement
companies were met. The Chairman and CEO received an additional non-recurring
cash bonus in 1991 for the successful completion of the wet to dry process
conversion.

Annual Cash Bonus

All employees are eligible for an annual cash bonus. For executives, this
bonus is based on the achievement of pre-established annual corporate and
individual performance goals. This bonus opportunity promotes the Company's
pay-for-performance philosophy. Bonus opportunities are based on a percentage of
base salary. Target bonus opportunities are set at the median of the comparative
market according to position.

Corporate goals are based on total return on shareholder's equity, Company
performance against budget and performance comparison with peer group cement
companies for the year. Individual performance is also taken into account.
Corporate and individual performance factors are equally weighted in determining
bonuses. Local laws provide for a minimum bonus to be paid all employees; this
bonus is enhanced when predetermined thresholds for corporate performance are
met.

The total appropriation for the bonus is approved by the Board of Directors
each year, based on the level of achievement of these goals. Because corporate
goals were achieved by reaching threshold levels, some of the named executive
officers received substantially enhanced bonuses for the 1991 year. In 1993,
corporate goals were achieved or exceeded, and all of the named executive
officers received bonuses.

On an occasional basis, the Compensation Committee recommends to the Board
special bonuses for extraordinary achievement of specific objectives. These
special bonuses are of a recurrent nature. No special bonuses were awarded in
the last fiscal year.

In 1993, Mr. Suarez's annual bonus payment represented the level of
achievement of pre-specified financial and operational goals. Achievement was
measured in terms of total return on stockholder's equity performance against
budget and other specific performance goals. Major predetermined goals exceeded
were: 1993 net income before extraordinary items exceeded budgeted amounts by
18.2%, the Company initiated modernization of its finished cement mills and the
project was on schedule and within budget by year end 1993 and certain
objectives regarding market share and sales were exceeded during 1993.
Objectives regarding return to shareholders were met during 1993. Based on these
factors and the Company's performance in its product markets, Mr. Suarez's
annual bonus payment was increased by 7.4% as compared to his 1992 bonus
payment.

Compensation Committee:

Jorge L. Fuentes, President
Alberto M. Paracchini
Hector Puig Ramirez

14
<PAGE> 17

TOTAL RETURN TO SHAREHOLDERS

Set forth below is a performance graph which was prepared with the aid of
independent consultant Standard & Poor's Compustat Services Inc. It includes
total return to shareholders assuming reinvestment of dividends on a monthly
basis over a 5 year period using 1988 as the base year. Returns were based on a
published industrial index and on the weighting of results at the beginning of
each year between industry peer group members excluding the Company. Industry
Peer Group members consist of eight major cement companies publicly listed on a
national stock exchange in the U.S. with the same or similar business products
as the Company. The companies included are: Calmat Co., Florida Rock Industries,
Giant Group LTD, Holnam Inc., Lafarge Corp., Southdown Inc., Texas Industries
Inc., and Vulcan Materials Co. Results were weighted according to market
capitalization. The stock price performance on the graph below is not
necessarily indicative of future price performance.

<TABLE>
<CAPTION>
Measurement Period Puerto Rican S&P Indus-
(Fiscal Year Covered) Cement Co. trials Ltd. Peer Group
<S> <C> <C> <C>
1988 100 100 100
1989 101 129 109
1990 85 128 77
1991 124 168 89
1992 161 177 100
1993 162 193 132
</TABLE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee consists of the following non-employee directors
of the Company: Jorge L. Fuentes, Alberto Paracchini and Hector Puig Ramirez.
Mr. Paracchini is Vice-Chairman of the Board of the Company.

During 1987, the Company entered into a loan agreement with Banco Popular
de Puerto Rico pursuant to which this bank agreed to provide the Company interim
(convertible to long term) financing until September 30, 1990 up to an aggregate
principal amount of $10 million. The proceeds of the loan were used to convert
certain of the Company's equipment to a process of cement production that is
more cost-effective and efficient. This loan was converted into a term loan of
$10 million to be repaid over a period of seven years in

15
<PAGE> 18

equal quarterly installments, plus accrued interest at an annual rate of 7%,
commencing on December 31, 1990. As of December 31, 1993 the outstanding balance
under this financing was $5,357,142.

Effective January 31, 1991, Banco de Ponce merged into Banco Popular de
Puerto Rico (the surviving corporation) in a transaction involving cash and an
exchange of shares. After the merger, BanPonce Corporation became the holding
company of Banco Popular de Puerto Rico. Messrs. Antonio Luis Ferre, Emilio J.
Venegas, Esteban D. Bird, Alberto M. Paracchini and Juan A. Albors, who all are
directors of the Company, are directors of BanPonce Corporation.

As of December 31, 1993, the Company had available from Banco Popular de
Puerto Rico, a commercial bank of which Messrs. Antonio Luis Ferre, Alberto M.
Paracchini, Esteban D. Bird and Juan A. Albors are directors, lines of credit of
$4,000,000 for unsecured short term borrowings and/or discounting customers'
trade paper. A wholly-owned subsidiary, Florida Lime Corporation, had available
a line of credit of $600,000 from such bank as of December 31, 1993 for
unsecured short-term borrowings. At such date, the Company and its subsidiary
had no outstanding borrowings under these lines of credit. During 1993 the bank
extended a $6,000,000 term loan for general capital purposes payable over a 5
year period at a fixed interest rate of 6.25% p.a. and approved a construction
loan term facility of $8,000,000 at a fixed rate of 6.25% on which advances
totalled $3,476,731 as of December 31, 1993.

During 1993, the Company sold its products in the normal course of business
to Ferreterias Puig, Inc., a Puerto Rico corporation of which Mr. Hector Puig
Ramirez is President, in the aggregate amount of $181,773.

During 1993, the Company sold its products for the aggregate amount of
$330,337 in the normal course of business to Fuentes Concrete Pile, Inc., a
Puerto Rico corporation of which Mr. Jorge L. Fuentes is Chairman of the Board
of Directors, Chief Executive Officer and a Director. Gabriel Fuentes Jr.
Construction, of which Mr. Fuentes is Chairman of the Board and Chief Executive
Officer, received during the year 1993 payments for $94,816 in the normal course
of business for construction work related to foundations in the Company's cement
plant.

CERTAIN TRANSACTIONS WITH MANAGEMENT

The following briefly summarizes certain transactions with the Company and
certain transactions relating to the officers or directors of the Company.
Transactions relating to Compensation Committee members are included under
"COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION".

As of December 31, 1993, the Company had available from Scotia Bank de
Puerto Rico, a commercial bank of which Mr. Jose J. Suarez was named director
effective January 1992, a line of credit of $4,000,000 for unsecured short term
borrowings and a balance of $7,142,856 on a term loan to be repaid in 6 equal
annual installments of principal commencing in 1992, plus monthly interest at an
annual average rate of 8.3%. During 1993 the bank approved a construction loan
term facility of $16,000,000 at a rate based on 100 basis points over the bank's
funding costs on which advances totalled $3,148,083 as of December 31, 1993 with
an average rate of 4.44% p.a.

During 1993, Diesel del Sur, Inc., a Puerto Rico corporation and
dealership, sold motor parts and provided services in the normal course of
business to the Company in the aggregate amount of $889,685. The children of Mr.
Carlos J. Suarez are majority stockholders of, and one son, Carlos J. Suarez,
Jr., is President of Diesel del Sur, Inc.

16
<PAGE> 19

Mr. Antonio Luis Ferre, director and Vice-Chairman of the Board, received
during 1993 the aggregate amount of $115,000 in consulting fees for work
performed for the Company under a consulting contract. Consulting fees originate
from services performed as consultant in the management of the daily operations
of the Company and were paid in addition to directors' fees received by Mr.
Ferre as retainer and for his attendance to Board meetings. The terms of said
contract and consulting fees paid thereof are competitive with the terms of and
fees paid pursuant to contracts for similar services entered into by the Company
with outside parties.

Dominguez and Totti law offices ("D&T"), of which Mr. Daniel R. Dominguez
is a senior partner, have performed legal work for the Company as corporate
general counsel and in labor law since 1970. At its meeting of June 24, 1992,
the Board of Directors named Mr. Daniel R. Dominguez Secretary of the Company.
Legal fees for the year 1993 paid to D&T amounted to $138,334. The terms of said
legal fees paid thereof are competitive with the terms of and fees paid pursuant
to contracts for similar services entered into by the Company with other outside
parties.

DATE OF RECEIPT OF STOCKHOLDERS' PROPOSALS

Stockholders who intend to present proposals at the 1995 annual meeting of
stockholders must submit their proposals to the Company on or before November
30, 1994.

DIRECTORS' FEES

Standard remuneration for directors not employed by the Company is a $2,500
quarterly retainer fee and $1,000 for each Board or committee meeting attended.
In addition, the Company pays yearly premiums of approximately $672 on behalf of
each outside director in connection with group life and accident insurance
coverage. Directors may elect to defer attendance and retainer fees. The Company
paid approximately $8,478 during the fiscal year as interest for accumulated
deferred compensation for two directors and compensates two directors an
additional $50 per meeting for costs associated with traveling from outside the
San Juan metropolitan area.

OTHER MATTERS

The Board of Directors of the Company has, among others, the following
committees: an Audit Committee composed of outside directors Messrs. Esteban D.
Bird, Federico F. Sanchez and Emilio J. Venegas; a Compensation Committee
composed of outside directors Messrs. Hector Puig Ramirez, Alberto M. Paracchini
and Jorge L. Fuentes and a Nominating Committee composed of outside directors
Messrs. Wallace Gonzalez Oliver, Jorge L. Fuentes, Antonio Luis Ferre and
Federico F. Sanchez.

The Audit Committee makes recommendations for the appointment of
independent auditors and, in conjunction with such auditors, makes
recommendations to the Board of Directors concerning the Company's internal
accounting controls and operating procedures, including the review and approval
of internal audit programs.

The Compensation Committee evaluates and makes recommendations to the Board
of Directors regarding the remuneration of directors, officers and salaried
employees. The policies and mission of the Compensation Committee are set forth
in the "Compensation Committee Report" found on pages 12-14.

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<PAGE> 20

The Nominating Committee evaluates and makes recommendations to the Board
of Directors on nominees for directors as vacancies arise.

The Board of Directors met 12 times during the last fiscal year. The
Nominating Committee met once in 1993. The Audit Committee met 3 times and the
Compensation Committee met 5 times during the last fiscal year. Each director
attended at least 75% of the aggregate meetings of the Board and each committee
thereof of which he was a member.

To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the two fiscal years ended December 31, 1993, all
Section 16(a) filing requirements applicable to the Company were complied with,
except that during 1992 Mr. Emilio Venegas had a late report covering one
transaction, which was subsequently reported on a Form 5 for the same year.

The Board of Directors again selected Price Waterhouse, certified public
accountants, to audit the accounts of the Company for the year 1993. A
representative of Price Waterhouse is expected to be present at the meeting of
stockholders and available to answer stockholders' questions and, if he so
desires, to make a statement. The audit services performed for the Company
included the examination of the annual financial statements and financial
information contained in the Company's report on Form 10-K filed with the
Securities and Exchange Commission, in addition to consultation from time to
time with officers of the Company in connection with various accounting methods
and procedures.

The Board of Directors does not intend to bring any other business before
the meeting, nor is it aware that anyone else intends to do so. However, should
any other business come before the meeting, it is the intention of the persons
named in the enclosed proxy to vote as proxies in accordance with their best
judgment.

By Order of the Board of Directors

Daniel R. Dominguez
Secretary

18
<PAGE> 21

PUERTO RICAN CEMENT COMPANY, INC.

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, MAY 4, 1994

The undersigned stockholder of PUERTO RICAN CEMENT COMPANY, INC. (the "Company")
hereby appoints RENE DI CRISTINA, ANGEL M. AMARAL, and JOSE A. COSTA, and each
of them, proxies of the undersigned, each with power of substitution, to vote as
designated below all shares of common stock of the Company held of record by the
undersigned on March 18, 1994 at the annual meeting of stockholders to be held
at the offices of the Company, Amelia Industrial Park, Guaynabo, Puerto Rico, on
May 4, 1994 at 10:00 o'clock A.M., Atlantic Standard Time, and at any
adjournment thereof, with all powers the undersigned would possess if personally
present.

The Board of Directors recommends a vote FOR proposal 1.

1. / / FOR the election of all nominees for Class I Director listed below
(except as marked to the contrary below).

/ / WITHHOLD all votes for the election of all nominees for Class I director
listed below.

Carlos J. Suarez, Hector Puig Ramirez, Oscar A. Blasini, Salvador E. Casellas,
Hector del Valle and Mariano J. Mier.

(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below).

- --------------------------------------------------------------------------------

2. In their discretion, the proxies are authorized to vote upon such other
business as may lawfully come before the meeting or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION TO VOTE IS MADE DIRECTLY BY A
BENEFICIAL HOLDER, THIS PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS.

PLEASE SIGN AND DATE WHERE INDICATED BELOW AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
NO POSTAGE REQUIRED.

The undersigned hereby acknowledges receipt of the Annual Report for 1993, the
Notice of Annual Meeting of Stockholders and the Proxy Statement relating to
said Annual Meeting, and hereby revokes any proxy or proxies heretofore given in
respect of the same shares of stock.

Signature should agree with
name on stock certificate. When
shares are held by joint
tenants, both should sign. When
signing as attorney, as
executor, administrator,
trustee or guardian, please
give full title as such. If a
corporation, please sign in
full corporate name by
President or other authorized
officer. If a partnership,
please sign in partnership name
by authorized person.

-------------------------------
Signature of Stockholder

-------------------------------
Signature if held jointly

Dated ,1994
----------------------

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.