PUERTO RICAN CEMENT CO INC, DEF 14A, 1995-03-31

PUERTO RICAN CEMENT CO INC
DEF 14A, 1995-03-31
CEMENT, HYDRAULIC

Previous: PUBLIX SUPER MARKETS INC, 10-K, 1995-03-31

Next: PUERTO RICAN CEMENT CO INC, 10-K405, 1995-03-31

<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 /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>

PUERTO RICAN CEMENT COMPANY, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / 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 3, 1995
---------------------

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 3, 1995 at 10:00 a.m. Atlantic
Standard Time for the following purposes:

1. The election of six Class II 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 17, 1995 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, 1995.

By Order of the Board of Directors

Jose O. Torres
Secretary

Guaynabo, Puerto Rico
March 31, 1995
<PAGE> 3

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

PROXY STATEMENT
---------------------

ANNUAL MEETING OF STOCKHOLDERS, MAY 3, 1995

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 3, 1995. This
proxy statement and the accompanying Notice of Annual Meeting of Stockholders
and proxy card are being mailed to stockholders beginning on or about March 31,
1995. In addition to solicitation by mail, solicitation of proxies may be made
personally or by telephone or other means 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, 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 17, 1995, the Company had outstanding 5,494,200 shares
(exclusive of 505,800 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 17, 1995 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, Miguel A. Nazario, Hector del Valle and Mariano J. Mier. The
current Class II directors are Rosario J. Ferre, Esteban D. Bird, Federico F.
Sanchez, Jorge L. Fuentes, Juan A. Albors and Federico M. Stubbe. The current
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, 1997; Class
II, 1995; and Class III, 1996. Subsequent to his appointment as a Federal Judge,
Mr. Salvador Casellas resigned as a Class I director at the Board meeting held
in October 1994. The Board, at a meeting held in November 1994, named Mr. Miguel
A. Nazario to the Class I position left vacant by Mr. Casellas.

It is anticipated that the proxy will be voted for the individual nominees
for Class II directors named below, unless authority is withheld to vote for all
or any of such individuals as indicated on the proxy card. The names of the
nominees for Class II directors are: Rosario J. Ferre, Esteban D. Bird, Federico
F. Sanchez, Jorge L. Fuentes, Juan A. Albors and Federico M. Stubbe. All are
directors at the present time.
<PAGE> 4

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 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 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 II 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 a 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 II DIRECTOR NOMINEES NAMED ABOVE.

INFORMATION ABOUT NOMINEES, DIRECTORS AND PRINCIPAL STOCKHOLDERS

2
<PAGE> 5

<TABLE>
<CAPTION>
NUMBER OF SHARES
AND PERCENTAGE OF
OUTSTANDING SHARES
SERVED AS OF COMMON STOCK
PRINCIPAL OCCUPATION DIRECTOR OWNED BENEFICIALLY
NAME AGE FOR THE LAST FIVE YEARS SINCE(A) AT MARCH 17, 1995
------------------------ ---- --------------------------------------- --------- ------------------
<S> <C> <C> <C> <C>
Miguel A. Nazario 47 President and Chief Executive Officer 1994 None
of the Company since January 1, 1995
and Vice President from August 1994
through December 1994; Manager for
Worldwide Manufacturing of Digital
Equipment Corp. (computer company)
from 1993 to 1994; Manager for U.S.
and Latin American Operations of
Digital Equipment Corp. from 1992 to
1993; President and General Manager
of Puerto Rican Operations of Digital
Equipment Corp. from 1987 to 1992.
Hector del Valle 57 Vice Chairman of the Board of the 1987 None
Company since January 1, 1995,
President from 1988 to December 1994,
and Senior Vice President -- Finance
and Secretary from 1983 to 1987.
Mariano J. Mier* 54 President of Mier Group Inc. 1988 None
(commercial business and consultants)
and Dean of Business Administration
at Universidad Metropolitana since
July 1993; Professor at Fundacion Ana
G. Mendez and Universidad
Metropolitana (four year colleges)
from 1993 to 1994; Director of York
College from 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 January
1990 to December 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 AND NOMINEES
Rosario J. Ferre 56 Second Vice President since 1983 and 1992 32,688(c)
Director since 1960 of Luis A. Ferre (0.59%)
Foundation, Inc. (non-profit
foundation) (an adult daughter of
Luis A. Ferre and sister of Antonio
Luis Ferre).
</TABLE>

3
<PAGE> 6

<TABLE>
<CAPTION>
NUMBER OF SHARES
AND PERCENTAGE OF
OUTSTANDING SHARES
SERVED AS OF COMMON STOCK
PRINCIPAL OCCUPATION DIRECTOR OWNED BENEFICIALLY
NAME AGE FOR THE LAST FIVE YEARS SINCE(A) AT MARCH 17, 1995
------------------------ ---- --------------------------------------- --------- ------------------
<S> <C> <C> <C> <C>
Esteban D. Bird 63 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 53 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.
Jorge L. Fuentes 46 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 58 Chairman and Chief Executive Officer of 1986 2,100(b)
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
from 1989 to 1993 of the Board of
Governors of the Puerto Rico Maritime
Shipping Authority.
Federico M. Stubbe 46 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
OUTSTANDING SHARES
SERVED AS OF COMMON STOCK
PRINCIPAL OCCUPATION DIRECTOR OWNED BENEFICIALLY
NAME AGE FOR THE LAST FIVE YEARS SINCE(A) AT MARCH 17, 1995
------------------------ ---- --------------------------------------- --------- ------------------
<S> <C> <C> <C> <C>
CLASS III DIRECTORS
Antonio Luis Ferre 61 Chairman of the Board of the Company 1959 480,136(d)
since January 1, 1995, Vice Chairman (8.73%)
from 1985 through December 1994 and
Chairman from 1980 through 1985;
President of El Dia, Inc. (newspaper
publishing company) since 1969;
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 62 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, Equus Management Co. since
August 1994 and Venture Capital Fund
since March 1994.
</TABLE>

5
<PAGE> 8

<TABLE>
<CAPTION>
NUMBER OF SHARES
AND PERCENTAGE OF
OUTSTANDING SHARES
SERVED AS OF COMMON STOCK
PRINCIPAL OCCUPATION DIRECTOR OWNED BENEFICIALLY
NAME AGE FOR THE LAST FIVE YEARS SINCE(A) AT MARCH 17, 1995
------------------------ ---- --------------------------------------- --------- ------------------
<S> <C> <C> <C> <C>
Wallace Gonzalez Oliver 69 Attorney at Law and Partner in the law 1975 600(b)
firm of 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 67 President of Sanson Corporation (rock 1977 33,000
and concrete products) since 1983; (0.6%)
Secretary of Venegas Construction
Corporation (general contractors)
since 1989; Director of BanPonce
Corporation (bank holding company)
since 1984 and Banco de Ponce
(commercial bank) from 1973 to 1990.
Jose J. Suarez 59 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 de Puerto Rico (commercial bank)
since February 1992.
Antonio Luis Ferre 28 Vice President -- Strategic Planning of 1993 21,742(d)
Rangel the Company since 1994 and Assistant (0.39%)
Plant Manager of the Company from
1992 to 1994 (an adult son of Antonio
Luis Ferre).
All Directors and Executive
Officers as a Group
(19 persons in total
including those listed
above) 571,382(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 (0.59%) 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 (0.55%) of the Company's Common Stock. In addition,
Rosario J. Ferre shares voting and investment power regarding 537,174 shares
(9.78%) 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. Rosario J. Ferre has a 12.5% ownership interest in Sanber Investments
S.A. and shares voting and investment power

6
<PAGE> 9

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 (5.04%) 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 (0.15%), 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
(4.88%). 225,074 shares (4.10%) of the outstanding Common Stock are held by
El Dia, Inc., a Puerto Rico corporation, which is 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 13,504.82
shares (0.24%), 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 211,569.18 shares (3.85%). In addition, Antonio Luis Ferre
shares voting and investment power regarding 537,174 shares (9.78%) of the
Company's outstanding 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. Antonio Luis Ferre 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 571,382 shares (10.39%) 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
(9.78%) 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 17, 1995 SHARES
----------------------------- --------------------- -----------
<S> <C> <C>
Luis A. Ferre
G.P.O. Box 6108
San Juan, Puerto Rico 00936 (a)* (a)*
Herman Ferre, Jr.
Hato Rey Tower
Floor 18 Suite 1804
Ave. Munoz Rivera 268
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 486,200(c) 8.99%(c)
Ryback Management Corporation
7711 Carondelet Ave., Ste 700
P.O. Box 16900
St. Louis, Missouri 63105 321,300(d) 5.84%(d)
Capital Research and
Management Company
333 South Hope Street
Los Angeles, California 90071 371,000(e) 6.75%(e)
</TABLE>

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

(a) As of March 17, 1995, Luis A. Ferre (father of Antonio Luis Ferre and
Rosario Ferre), while not directly owning of record any shares of the
Company's outstanding Common Stock, had a beneficial interest in 485,247
shares (8.83%) of the Company's outstanding 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 (9.78%) of the Company's outstanding 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. Luis A. Ferre 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 17, 1995, Herman Ferre, Jr. (a first cousin of Antonio Luis
Ferre and Rosario J. Ferre) owned 94,866 shares (1.73%) 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 (9.78%) of the Company's outstanding Common 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. Herman Ferre, Jr. 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, are the beneficial owners of 486,200 shares
(8.99%) of the Company's outstanding Common Stock. Mr. Charles M. Royce is
deemed to be a controlling person of QMC and Quest. QMC has 25.700 shares
(0.47%) of the Company's outstanding Common Stock registered in its name
and Quest has 460,500 shares (8.52%) of the Company's outstanding Common
Stock registered in its name. Both are registered investment advisers.
Quest and QMC have sole dispositive and voting power regarding their
respective portions of the Company's outstanding Common Stock.
(d) Ryback Management Corporation ("RMC"), a Missouri corporation, is the
beneficial owner of 321,300 shares (5.84%) of the Company's outstanding
Common Stock. RMC is a registered investment adviser and one or more of its
clients is the legal owner of the Company's outstanding Common Stock
registered in the name of RMC. The largest among these holdings is that of
Lindner Fund, Inc. RMC holds sole voting control and dispositive power over
the shares held by Lindner Fund, Inc. (315,500 shares or 5.74%) and RMC
shares voting control and dispositive power over the remaining shares
(6,000 shares or 0.10%) registered in its name.
(e) Capital Research and Management Company ("CRMC"), a registered investment
adviser and an operating subsidiary of The Capital Group Companies Inc.,
exercises investment discretion with respect to 371,000 shares (6.75%) of
the outstanding Common Stock of the Company, which are owned by various
institutional investors. CRMC has no power to direct the voting of the
shares but holds sole dispositive power over all shares registered in 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 Boards 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 (9.78%) of the Company's outstanding Common Stock, and in
Brim Incorporado, a Puerto Rico corporation which holds of record 537,174
shares (9.78%) of the Company's outstanding 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,
1994 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 1994 $372,000 $96,000 $18,552
Chairman, Director 1993 340,000 87,000 18,443
and Chief Executive Officer(2) 1992 310,668 81,000 20,804
Hector del Valle 1994 199,080 52,140 9,935
President and Director(3) 1993 227,895 47,400 10,056
1992 166,397 44,400 8,850

Jose J. Suarez 1994 192,000 49,500 8,446
Executive Vice President 1993 186,385 45,000 8,190
and Director 1992 162,400 42,000 5,754

Jose O. Torres 1994 111,950 16,522 12,856
Vice President of Finance, 1993 103,683 16,522 12,227
Secretary and Treasurer 1992 102,849 15,022 12,268

Rene Di Cristina 1994 101,472 20,375 13,408
Vice President -- Sales 1993 95,786 19,125 14,348
1992 91,395 17,875 17,025
</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.
(2) Mr. Suarez retired from his position as Chairman and Chief Executive Officer
of the Company as of December 31, 1994, but remained as a Director.
(3) Mr. Del Valle was elected Vice Chairman of the Board of the Company by the
Board and, accordingly, vacated his position as President of the Company as
of December 31, 1994.

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 PLAN TABLE

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>
$ 65,000 $ 8,713 $13,070 $ 17,426 $ 22,108 $ 26,790 $ 31,471 $ 36,153
90,000 12,463 18,695 24,926 31,608 38,290 44,971 51,653
115,000 16,213 24,320 32,426 41,108 49,790 58,471 67,153
140,000 19,963 29,945 39,926 50,608 61,290 71,971 82,653
165,000 23,713 35,570 47,426 60,108 72,790 85,471 98,153
190,000 27,463 41,195 54,926 69,608 84,290 98,971 113,653
215,000 31,213 46,820 62,426 79,108 95,790 112,471 129,153
240,000 34,963 52,445 69,926 88,608 107,290 125,971 144,653
265,000 38,713 58,070 77,426 98,108 118,790 139,471 160,153
290,000 42,463 63,695 84,926 107,608 130,290 152,971 175,653
315,000 46,213 69,320 92,426 117,108 141,790 166,471 191,153
340,000 49,963 74,945 99,926 126,608 153,290 179,971 206,653
365,000 53,713 80,570 107,426 136,108 164,790 193,471 222,153
390,000 57,463 86,195 114,926 145,608 176,290 206,971 237,653
</TABLE>

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

(a) As of December 31, 1994, Carlos J. Suarez had 42 years of credited service
and $384,000 annual remuneration covered by the plan and was entitled to a
yearly pension benefit of $207,000 at the retirement age of 70; Hector del
Valle, 37 years and $208,560 (entitled to a yearly pension benefit of
$139,870 at normal retirement age); Jose J. Suarez, 35 years and $198,000
(entitled to a yearly pension benefit of $120,625 at normal retirement
age); Jose O. Torres, 17 years and $111,300 (entitled to a yearly pension
benefit of $51,367 at normal retirement age) and Rene Di Cristina, 11 years
and $97,800 (entitled to a yearly pension benefit of $40,478 at normal
retirement age). All estimated pension benefit information assumes present
average salary up until retirement at age 65, except information for Mr.
Carlos J. Suarez, who retired at age 70.
(b) A participant's pension is based upon such participant's "pensionable
earnings." Pensionable earnings are 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.

Effective January 1, 1994, the Company amended its 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

11
<PAGE> 14

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 base 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, with unreduced benefits, for participants who are at
least 55 years of age and whose age plus years of service equal at least 85,
and, with reduced benefits, for participants who are at least 60 years of age
with at least 10 years of service.

EXECUTIVE SEPARATION POLICY

The Company has entered into separate agreements with 27 members of
management including Messrs. Antonio Luis Ferre, Carlos J. Suarez, Hector del
Valle, Jose J. Suarez, Miguel A. Nazario, Antonio Luis Ferre Rangel, Jose O.
Torres and Rene Di Cristina. Nineteen contracts were ratified by the Company's
Board of Directors at its meeting on August 24, 1988 and eight of these
contracts were ratified by the Board of Directors at its meeting of October 26,
1994. All 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)
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 the following Compensation Committee 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 for 1994. During
1994, the Compensation Committee consisted of three outside 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 values. The Compensation Committee approves the

12
<PAGE> 15

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, is intended to 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, Hewitt Associates Caribe Inc. The data provided compares Company
compensation practices to the compensation practices of 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 on 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 1994, 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 1994, 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 years of Mr. Suarez' service to the Company and its firm belief that
Mr. Carlos J. Suarez has an established reputation in the cement industry
because of his knowledge and experience in the 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 $372,000
for 1994, an increase of 9.4% over his $340,000 base salary for 1993.

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.

COMPENSATION VEHICLES

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 and breadth of

13
<PAGE> 16

knowledge, as well as external pay practices. Increases to base salaries are
driven primarily by corporate and individual performances.

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 performances 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 comparisons with peer group cement companies. In
1994, the Company's target for return on shareholder's equity was met, the
Company's net income before extraordinary items exceeded budgeted amounts by
38.9%, and the Company's performance goals in comparison to peer group cement
companies were met.

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 comparisons 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 to 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. In 1994, 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 non-recurrent nature. No special bonuses were awarded
in the last fiscal year.

In 1994, 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 shareholder's equity, performance against
budget and other specific performance goals. Major predetermined goals exceeded
were: 1994 net income before extraordinary items exceeded budgeted amounts by
38.9%; the Company continued the modernization of its finishing cement mills and
the project was on schedule and within budget by year end 1994; and certain
objectives regarding market share and sales were exceeded during 1994.
Objectives regarding return to shareholders were met during 1994. Based on these
factors and the Company's performance in its product markets, Mr. Suarez's
annual bonus payment was increased by 10% as compared to 1993.

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

14
<PAGE> 17

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG PUERTO RICAN CEMENT COMPANY, INC.,
STANDARD AND POOR'S INDUSTRIALS INDEX AND PEER GROUP

Set forth below is a performance graph which was prepared with the aid of
independent consultant Standard & Poor's Compustat Services Inc. It assumes a
$100 investment in January 1, 1989 and includes total return to shareholders
assuming reinvestment of dividends on a monthly basis over a five-year period
using 1989 as 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
seven major companies in the cement or related industries 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, Lafarge Corp., Southdown Inc., Texas Industries Inc., and
Vulcan Materials Co. Holnam Inc., included in the 1993 comparison, was
privatized in 1994 and dropped from public listings and from the peer group
comparison. Results were weighted according to market capitalization. The stock
price performance on the graph below is not necessarily indicative of future
price performance.

[Camera Ready Copy]

<TABLE>
<CAPTION>
Indexed returns
Years Ending
Dec 89 Dec 90 Dec 91 Dec 92 Dec 93 Dec 94
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
S&P Industrials Index 100 99.11 129.59 136.98 149.35 155.05
Puerto Rican Cement Co Inc 100 84.36 122.81 159.76 160.56 188.13
Peer Group 100 70.93 78.37 94.35 116.20 106.83
</TABLE>

15
<PAGE> 18

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1994, the Compensation Committee consisted of the following
non-employee directors of the Company: Jorge L. Fuentes, Alberto Paracchini and
Hector Puig Ramirez. Mr. Paracchini is a Vice Chairman of the Board of the
Company.

During 1987, the Company entered into a loan agreement with 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, pursuant to
which such 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 equal quarterly installments, plus accrued
interest at an annual rate of 7%, commencing on December 31, 1990. As of
December 31, 1994, the outstanding balance under this financing was $3,928,571.

As of December 31, 1994, the Company had available from Banco Popular de
Puerto Rico lines of credit of $4,000,000 for unsecured short term borrowings
and/or discounting customers' trade paper. A wholly-owned subsidiary of the
Company, Florida Lime Corporation, had available a line of credit of $600,000
from such bank as of December 31, 1994 for unsecured short-term borrowings. At
such date, the Company and such subsidiary had an aggregate of $620,000 in
outstanding borrowings under these lines of credit. During 1993, such bank
granted the Company a $6,000,000 term loan for working capital purposes payable
over a five-year period at a fixed interest rate of 6.25% per annum and approved
a construction loan term facility of $8,000,000 at a fixed rate of 6.25% per
annum. In 1994, the Company obtained from such bank a $7,000,000 term loan for
working capital purposes payable over a five-year period at a fixed interest
rate of 7.30% per annum.

During 1994, the Company sold its products, in the normal course of
business, for the aggregate amount of $234,376, to Ferreterias Puig, Inc., a
Puerto Rico corporation of which Mr. Hector Puig Ramirez is President.

During 1994, the Company sold its products for the aggregate amount of
$432,484 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, during 1994 received payments in the aggregate amount of $51,632 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, 1994, the Company had available from Scotia Bank de
Puerto Rico, a commercial bank of which Mr. Jose J. Suarez is a Director, a line
of credit of $4,000,000 for unsecured short-term borrowings. In 1993, the bank
approved a construction loan term facility of $16,000,000, which was reduced to
$8,000,000 in 1994, at a rate based on 100 basis points over the bank's funding
costs on which advances

16
<PAGE> 19

totalled $5,696,402 with an actual rate of 7.00% per annum as of December 31,
1994. During 1994, such bank approved a $3,000,000 term loan for working capital
purposes payable over a five-year period at a fixed interest rate of 7.35% per
annum.

During 1994, 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 $1,029,490. 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.

Mr. Antonio Luis Ferre, a Director and Vice Chairman of the Board of the
Company until December 31, 1994, received during 1994 the aggregate amount of
$115,000 in consulting fees for work performed for the Company under a
consulting contract. The consulting fees were earned for services performed as a
consultant in the management of the daily operations of the Company and were
paid in addition to directors' fees received by Mr. Ferre as a retainer and for
his attendance at Board meetings. The terms of such contract and consulting fees
paid pursuant thereto are competitive with the terms of and fees paid pursuant
to contracts for similar services entered into by the Company with outside
parties. At the Board meeting of December 21, 1994, Mr. Ferre was elected
Chairman of the Board of the Company effective January 1, 1995. In accordance
with his new duties, the Board revised the terms of his consulting contract to,
among other things, increase his annual consulting fees to $200,000 per annum,
commencing January 1, 1995.

Dominguez and Totti law offices ("D&T"), of which Mr. Daniel R. Dominguez
was previously 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. Mr. Dominguez, subsequent to his nomination as a Federal Judge,
terminated his membership in the law offices and resigned from his position as
Secretary of the Company at the Board of Directors meeting held in October 1994.
Legal fees for the year 1994 paid to D&T amounted to $145,962. The terms of such
legal fees are competitive with the fees paid by the Company pursuant to
contracts for similar services entered into with other outside parties.

Venegas Construction Corporation ("VCC"), a Puerto Rico corporation of
which Mr. Emilio J. Venegas is Secretary, billed a total of $714,817 to the
Company during 1994 primarily for construction work performed at the Company's
Ponce cement plant related to the completion of the Company's finishing mills
conversion project. The contract for the construction work was awarded based on
competitive bids and amounts charged are competitive with amounts that would
have been charged for similar work by outsiders.

DATE OF RECEIPT OF STOCKHOLDERS' PROPOSALS

Stockholders who intend to present proposals at the 1996 annual meeting of
stockholders must submit their proposals to the Company on or before November
30, 1995.

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 $612 on behalf of
each outside director in connection with group life and accident insurance
coverage. The Company paid approximately $3,739 during the fiscal year as
interest for accumulated deferred compensation for one director and compensates
two directors an additional $50 per meeting for costs associated with traveling
from outside the San Juan metropolitan area.

17
<PAGE> 20

OTHER MATTERS

The Board of Directors of the Company has, among others, the following
committees: an Audit Committee composed during 1994 of outside directors Messrs.
Esteban D. Bird, Federico F. Sanchez and Emilio J. Venegas; a Compensation
Committee composed during 1994 of outside directors Messrs. Hector Puig Ramirez,
Alberto M. Paracchini and Jorge L. Fuentes and a Nominating Committee composed
during 1994 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.

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

During 1994, the Board of Directors met 12 times, the Nominating Committee
met 2 times, the Audit Committee met 3 times and the Compensation Committee met
3 times. Each director, except for Mr. Hector Puig, attended at least 75% of the
aggregate meetings of the Board and each committee thereof of which such
director 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, 1994, all
Section 16(a) filing requirements applicable to the Company were complied with.

The Board of Directors again selected Price Waterhouse, certified public
accountants, to audit the accounts of the Company for the year 1994. A
representative of Price Waterhouse is expected to be present at the annual
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 annual meeting, nor is it aware that anyone else intends to do so. However,
should any other business come before the annual 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

Jose O. Torres
Secretary

18
<PAGE> 21
APPENDIX A

PUERTO RICAN CEMENT COMPANY, INC.

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, MAY 3, 1995

The undersigned stockholder of PUERTO RICAN CEMENT COMPANY, INC. (the "Company")
hereby appoints RENE DI CRISTINA, ANGEL 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 17, 1995 at the annual meeting of stockholders to be held
at the offices of the Company, Amelia Industrial Park, Guaynabo, Puerto Rico, on
May 3, 1995 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 II Director listed below
(except as marked to the contrary below).

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

Rosario J. Ferre, Esteban D. Bird, Federico F. Sanchez, Jorge L. Fuentes, Juan
A. Albors and Federico M. Stubbe

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

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

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 THE ENCLOSED
ENVELOPE.
NO POSTAGE REQUIRED.

The undersigned hereby acknowledges receipt of the Annual Report for 1994, 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
1995
--------------------------,

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