<PAGE> 1
As filed with the Securities and Exchange Commission on April 12, 1996
REGISTRATION NO. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
PUERTO RICAN CEMENT COMPANY, INC.
(Exact name of registrant as specified in its charter)
COMMONWEALTH OF 51-A-66-0189525
PUERTO RICO (I.R.S. employer)
(State of other jurisdiction identification no.)
of
incorporation or organization)
PO BOX 364487
SAN JUAN, PUERTO RICO 00936-4487
(809) 783-3000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
PUERTO RICAN CEMENT COMPANY, INC.
JOSE O. TORRES, VICE PRESIDENT OF FINANCE, TREASURER AND SECRETARY
PO BOX 364487
SAN JUAN, PUERTO RICO 00936-4487
(809) 783-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
COPIES TO:
JOSEPH L. SEILER III
LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
125 WEST 55TH STREET
NEW YORK, NEW YORK 10019
(212) 424-8000
------------------------
Approximate date of commencement of proposed sale to the public: At such
time or times after the effective date of this Registration Statement as the
Selling Stockholders named herein shall determine based on market factors and
other factors.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum
Proposed Maximum Aggregate Amount of
Title of Each Class of Amount to be Offering Price Offering Registration
Securities to be Registered Registered Per Share(1) Price(1) Fee
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value . . . . . . . . . 106,229 $33.50 $3,558,672 $1,228
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended.
The proposed maximum offering price is based upon the average of the high
and low prices reported for the Common Stock on The New York Stock Exchange
on April 9, 1996
___________________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT
WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER
BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933
OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
================================================================================
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BY ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED APRIL 10, 1996
PROSPECTUS
106,229 SHARES
PUERTO RICAN CEMENT COMPANY, INC.
COMMON STOCK
________________________
This Prospectus relates to the offer and sale of an
aggregate of 106,229 shares of the common stock, par value $1.00 per share (the
"Common Stock"), of Puerto Rican Cement Company, Inc., a Puerto Rican
corporation (the "Company"), by certain stockholders of the Company named
herein (the "Selling Stockholders"). The shares of Common Stock offered by the
Selling Stockholders hereby are referred to herein as the "Shares."
The Shares may be offered from time to time hereunder
directly by the Selling Stockholders or their pledgees, donees, transferees or
other successors in interest. Alternatively, the Shares may be offered to or
through brokers, dealers, agents or underwriters, as designated by the Selling
Stockholders from time to time, who may act solely as agents or who may acquire
Shares as principals. The distribution of the Shares may be effected in one or
more transactions that may take place on The New York Stock Exchange (the
"NYSE"), including block trades or ordinary broker's transactions, through
privately negotiated transactions, through an underwritten public offering, or
through a combination of such methods of sale, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at fixed
prices which may be changed or at negotiated prices. The brokers, dealers,
agents or underwriters to or through whom the Shares are sold may receive
compensation in the form of discounts, concessions, commissions or fees from
the Selling Stockholders, from the purchasers of such Shares for whom such
brokers, dealers, agents or underwriters may act as agents or to whom they may
sell as principals, or from both (which compensation, as to a particular
broker, dealer, agent or underwriter might be in excess of customary
commissions). Such underwriters, brokers, dealers or agents may be deemed
"underwriters" within the meaning of Section 2(11) of the Securities Act of
1933, as amended (the "Securities Act"), and the commissions paid or discounts
or concessions allowed to any of such underwriters, brokers, dealers or agents,
in addition to any profits received on resale of the Shares if any such
underwriters, brokers, dealers or agents should purchase any Shares as a
principal, may be deemed to be underwriting discounts or commissions under the
Securities Act. If Shares are sold in an underwritten offering, the names of
the underwriters with respect to any such offering and the terms of the
offering, including the purchase price paid for the Shares purchased from the
Selling Stockholders, any discounts, commissions and other items constituting
compensation from the Selling Stockholders, and any discounts, commissions or
concessions allowed or reallowed or paid to dealers, will be set forth in a
prospectus supplement relating to such offering. See "Selling Stockholders"
and "Plan of Distribution."
None of the proceeds from the sale of the Shares by the
Selling Stockholders will be received by the Company. See "Use of Proceeds."
The Company and the Selling Stockholders have agreed to
share the expenses incurred in connection with the registration of the Shares.
Such expenses are estimated to be $32,228. See "Plan of Distribution" herein
for a description of such expense-sharing arrangements.
The Common Stock trades on the NYSE under the symbol "PRN."
On April 9, 1996, the closing price of the Common Stock was $33.25.
________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS APRIL __, 1996.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information may be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
following regional offices of the Commission: 7 World Trade Center, Suite 1300,
New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such materials may be obtained at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. The Common Stock is listed on the
NYSE and such materials may also be inspected and copied at the offices of the
NYSE at 20 Broad Street, 7th Floor, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments, exhibits and schedules thereto,
referred to herein as the "Registration Statement") under the Securities Act
with respect to the Common Stock offered hereby. This Prospectus does not
contain all the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement. The information so omitted may be obtained from the
Commission's principal office in Washington, D.C. upon payment of the fees
prescribed by the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The Company hereby incorporates by reference in this Prospectus its
Annual Report on Form 10-K for the year ended December 31, 1995, which has been
filed with the Commission pursuant to the Exchange Act. All documents filed by
the Company pursuant to the Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act after the date hereof (including any amendments to previously filed
documents) and prior to the termination of the offering being made hereby shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for all purposes of this
Prospectus to the extent that a statement contained in this Prospectus, or in
any other subsequently filed document that also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon written or oral requests by such person, a copy
of any or all of the documents described above, other than exhibits to such
documents unless such exhibits are specifically incorporated by reference into
such documents. Requests should be addressed to: Jose O. Torres, Vice
President of Finance, Treasurer and Secretary, Puerto Rican Cement Company,
Inc., PO Box 364487, San Juan, Puerto Rico 00936-4487.
THE COMPANY
The Company is principally engaged in the production of cement and
related products. The Company produces Portland grey cement which is used
primarily in the construction of highways and residential, commercial and
public buildings. The Company also produces hydrated lime and multiwall paper
bags and engages in realty operations. The Company, as a result of a recent
acquisition of two companies, also produces ready-mixed concrete.
-2-
<PAGE> 4
SELLING STOCKHOLDERS
This Prospectus covers the offer and sale by each Selling Stockholder
of the Shares owned by each such Selling Stockholder. Set forth below are the
names of each Selling Stockholder, the number of Shares owned as of the date of
this Prospectus by each Selling Stockholder, the number of Shares as of the
date of this Prospectus that could be offered and sold by each Selling
Stockholder hereunder, and (if one percent or more) the percentage of Common
Stock to be owned by each Selling Stockholder upon the completion of the
offering if all Shares offered by such Selling Stockholder are sold. Mr.
Francisco Rexach Jr. is President of Ready Mix Concrete, Inc. which has been a
subsidiary of the Company since November 20, 1995.
<TABLE>
<CAPTION>
Shares Offered for Percent of
Selling Shares Owned Common Stock
Shares Owned Stockholder's After Owned After
Name Prior to Offering Account Offering(1) Offering(1)
- -------------------------------- ------------------- ----------------- -------------- -------------
<S> <C> <C> <C> <C>
Francisco Rexach Jr. 22,773 22,773 0 0
Maria L. Sanchez Vahamonde 22,352 22,352 0 0
Rosa Maria Carrasquillo 19,785 19,785 0 0
Monsita Navas Vda de Rexach 16,322 16,322 0 0
Garmora Corp. 9,892 9,892 0 0
Miriam Rexach de Zengotita 4,708 4,708 0 0
Jorge Rexach Sanchez 2,605 2,605 0 0
Aureo W. Garcia 2,119 2,119 0 0
Ilia M. Rexach Vda de Cortes 1,645 1,645 0 0
Elsa M. Rexach de Morell 1,645 1,645 0 0
Felix L. Rexach Santos 685 685 0 0
Antonio Rexach Feliciano 426 426 0 0
Lizette Rexach Feliciano 426 426 0 0
Carmen L. Rexach Feliciano 426 426 0 0
Marie C. Rexach Feliciano 420 420 0 0
</TABLE>
__________________
(1) Assuming all Shares offered hereby are eventually sold.
PLAN OF DISTRIBUTION
The Shares, when offered, may be offered directly by the Selling
Stockholders or by their pledgees, donees, transferees or other successors in
interest. Alternatively, the Shares may be offered to or through brokers,
dealers, agents or underwriters, as designated by the Selling Stockholders from
time to time, who may act solely as agents or who may acquire Shares as
principals. The distribution of the Shares may be effected in one or more
transactions that may take place on the NYSE, including block trades or
ordinary broker's transactions, through privately negotiated transactions,
through an underwritten public offering, or through a combination of such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at fixed prices which may be changed
or at negotiated prices.
The brokers, dealers, agents or underwriters to or through whom the
Shares are sold may receive compensation in the form of discounts, concessions,
commissions or fees from the Selling Stockholders, from the purchasers of such
Shares for whom such brokers, dealers, agents or underwriters may act as agents
or to whom they may sell as principals, or from both (which compensation, as to
a particular broker, dealer, agent or underwriter might be in excess of
customary commissions). Such underwriters, brokers, dealers or agents may be
deemed "underwriters" within the meaning of Section 2(11) of the Securities
Act, and the commissions paid or discounts or concessions allowed to any of
such underwriters, brokers, dealers or agents, in addition to any profits
received on resale of the Shares if any such underwriters, brokers, dealers or
agents should purchase any Shares as a principal, may be deemed to be
underwriting discounts or commissions under the Securities Act.
-3-
<PAGE> 5
If Shares are sold in an underwritten offering, the Shares may be
acquired by the underwriters for their own account and may be further resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The names of the underwriters with respect to any such
offering and the terms of the offering, including the purchase price paid for
the Shares purchased from the Selling Stockholders, any discounts, commissions
and other items constituting compensation from the Selling Stockholders, and
any discounts, commissions or concessions allowed or reallowed or paid to
dealers, will be set forth in a prospectus supplement relating to such
offering.
Certain brokers, dealers, agents or underwriters participating with
the Selling Stockholders in the distribution of the Shares may have other
business relationships with the Company and its affiliates, or the Selling
Stockholders, in the ordinary course of business.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such states only through registered or
licensed brokers or dealers. In addition, in certain states the Shares may not
be sold unless they have been registered or qualified for sale in the
applicable state or an exemption from registration or qualification is
available and is complied with.
The aggregate proceeds to the Selling Stockholders from the sale of
the Shares will be the purchase price of the Shares sold less the aggregate
discounts or concessions allowed or commissions or fees paid, if any, to
brokers, dealers, agents or underwriters, and other expenses of issuance and
distribution not borne by the Company. The Company has agreed to bear 50
percent of all expenses up to $100,000, and 100 percent of all expenses in
excess thereof in connection with the registration of the Shares being offered
by the Selling Stockholders.
USE OF PROCEEDS
The Company will receive no proceeds from the sale of Shares by the
Selling Stockholders.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon
for the Company by LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited liability
partnership including professional corporations, New York, New York and Totti,
Rodriguez, Diaz & Fuentes.
EXPERTS
The consolidated financial statements of the Company, incorporated by
reference in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, have been incorporated by reference herein in reliance upon
the report of Price Waterhouse, certified public accountants, which report is
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing.
-4-
<PAGE> 6
===============================================================================
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE
HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY
OF THE SECURITIES OFFERED HEREBY TO ANY PERSON OR BY ANYONE IN ANY
JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
________________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information . . . . . . . . . . . . . . . . 2
Documents Incorporated by Reference . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . 2
Selling Stockholders . . . . . . . . . . . . . . . . 3
Plan of Distribution . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . . . 4
Legal Matters . . . . . . . . . . . . . . . . . . . . 4
Experts . . . . . . . . . . . . . . . . . . . . . . . 4
</TABLE>
===============================================================================
===============================================================================
106,229 SHARES
Puerto Rican Cement Company, Inc.
COMMON STOCK
________________
PROSPECTUS
________________
April ___, 1996
==============================================================================
<PAGE> 7
<PAGE> 8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Expenses in connection with the issuance and distribution of the securities
covered by this registration statement, other than underwriting discounts and
commissions, are estimated as set forth below. The Company will pay 50 percent
of all expenses up to $100,000, and 100 percent of all expenses in excess
thereof.
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee . . . . . . . . . . . . . . $ 1,228
Legal Fees and Expenses of Counsel for the Company . . . . . . . . . . . . 25,000
Fees and Expenses of Accountants . . . . . . . . . . . . . . . . . . . . . 5,000
--------
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000
--------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 32,228
========
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Puerto Rico General Corporation Law empowers a Puerto Rico corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation or business association against expenses
(including attorney's fees), judgements, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. Such indemnification shall not be deemed exclusive of an
other rights to which those indemnified may be entitled, under any bylaw,
agreement, vote of stockholders or otherwise.
The Company's Certificate of Incorporation provides that the Company shall
indemnify each person who served or has served as a director, officer or agent
of the Company, and each person who, at the request of the Company, serves as a
director or officer of another corporation in which the Company owns shares of
capital stock or of which it is a creditor, and the legal representatives of
each such person, against all liabilities, expenses, counsel fees and costs
incurred by such person, or the estate of such person in connection with or
arising out of any action, suit, proceeding or claim, whether civil or
criminal, to which such person is made a party by reason of being, or having
been, such director, officer, or agent. In no case shall the Company indemnify
any such person, or the legal representatives of such person, with respect to
any matters as to which such person shall be finally adjudged in any such
action, suit or proceeding to be liable for negligence or misconduct in the
performance of his duties; provided, however, that an entry of judgment by
consent as part of a settlement shall not be deemed a final adjudication of
liability for negligence or misconduct in the performance of duty; and
provided, further, that in the event of a settlement (whether by agreement,
entry of a judgement of consent, or otherwise), indemnification shall be
provided only in connection with such matters covered by the settlement as to
which the Company is advised by counsel that such person was not negligent or
guilty of misconduct in the performance of his duties. The foregoing rights of
indemnification shall not be exclusive of any other rights to which any such
person may be entitled under law, by-law, agreement, vote of stockholders or
otherwise.
II-1
<PAGE> 9
ITEM 16. EXHIBITS
Exhibit No. Description
----------- -----------
4 Specimen copy of Common Stock certificate.
5.1 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P. as
to the legality of the Shares.
5.2 Opinion of Totti, Rodriguez, Diaz & Fuentes as to the
legality of the Shares.
23.1 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
(included in Exhibit 5).
23.2 Consent of Totti, Rodriguez, Diaz & Fuentes
(included in Exhibit 5.2).
23.3 Consent of Price Waterhouse.
24 Power of Attorney (included on the signature pages
hereto).
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set-forth in the registration statement;
provided, however, that notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to 424(b) of the
Securities Act if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid
II-2
<PAGE> 10
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
II-3
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Guaynabo, Island of Puerto Rico, on April 10, 1996.
PUERTO RICAN CEMENT COMPANY, INC.
By: /s/ Miguel A. Nazario
--------------------------------
Miguel A. Nazario
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 10, 1996. Each of the directors and/or officers
of Puerto Rican Cement Company, Inc., whose signature appears below hereby
appoints Miguel A. Nazario and Jose O. Torres, and each of them severally, as
his attorney-in-fact to sign his name and on his behalf, in any and all
capacities stated below, and to file with the Securities and Exchange
Commission any and all amendments, including post-effective amendments to this
Registration Statement, making such changes in this Registration Statement as
appropriate, and generally to do all such things on their behalf in their
capacities as officers and directors to enable Puerto Rican Cement Company,
Inc. to comply with the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission.
<TABLE>
<S> <C>
/s/ Antonio Luis Ferre Chairman of the Board and Director
- ---------------------------------------------------
Antonio Luis Ferre
/s/ Miguel A. Nazari President and Chief Executive Officer
- ---------------------------------------------------
Miguel A. Nazario
Vice Chairman of the Board and Director
- ---------------------------------------------------
Alberto M. Paracchini
/s/ Hector del Valle Vice Chairman of the Board and Director
- ---------------------------------------------------
Hector del Valle
/s/ Antonio Luis Ferre Rangel Vice President Operations and Strategic Planning
- --------------------------------------------------- and Director
Antonio Luis Ferre Rangel
/s/ Jose J. Suarez Director
- ---------------------------------------------------
Jose J. Suarez
/s/ Jose Angel Fernandez Paoli Director
- ----------------------------------------------------
Jose Angel Fernandez Paoli
Director
- ---------------------------------------------------
Esteban D. Bird
/s/ Emilio J. Venegas Director
- ---------------------------------------------------
Emilio J. Venegas
/s/ Oscar A. Blasini Director
- --------------------------------------------------
Oscar A. Blasini
/s/ Hector Puig Ramirez Director
- ---------------------------------------------------
Hector Puig Ramirez
</TABLE>
II-4
<PAGE> 12
<TABLE>
<S> <C>
/s/ Rosario J. Ferre Director
- ---------------------------------------------------
Rosario J. Ferre
/s/ Federico F. Sanchez Director
- ---------------------------------------------------
Federico F. Sanchez
/s/ Jorge L. Fuentes Director
- ---------------------------------------------------
Jorge L. Fuentes
/s/ Carlos J. Suarez Director
- ---------------------------------------------------
Carlos J. Suarez
Director
- ---------------------------------------------------
Luis Alberto Ferre Rangel
/s/ Juan A. Albors Director
- ---------------------------------------------------
Juan A. Albors
Director
- ---------------------------------------------------
Federico M. Stubbe
</TABLE>
II-5
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequential
Exhibit No. Description Page Number
----------- ----------- -----------
<S> <C>
4 Specimen copy of Common Stock certificate.
5.1 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P. as to the legality of
the Shares.
5.2 Opinion of Totti, Rodriguez, Diaz & Fuentes as to the legality of the
Shares.
23.1 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in Exhibit 5.1).
23.2 Consent of Totti, Rodriguez, Diaz & Fuentes
(included in Exhibit 5.2).
23.3 Consent of Price Waterhouse.
24 Power of Attorney (included on the signature pages the registration
statement).
</TABLE>
II-6
<PAGE> 1
EXHIBIT 4
---------
PUERTO RICAN CEMENT COMPANY, INC.
[COMMON STOCK CERTIFICATE]
<PAGE> 2
PUERTO RICAN CEMENT COMPANY, INC.
The Corporation is authorized to issue Preferred Stock, which shall rank
prior to Common Stock with respect to dividends and distribution of assets of
the Corporation. Neither holders of Preferred Stock nor Common Stock have
preemptive rights. Preferred Stock, which may be issued in series by action of
the Board of Directors, shall have such voting powers and other preferences and
rights as may be granted by the Board of Directors in the resolution or
resolutions providing for the issuance thereof; except as so provided in such
resolution or resolutions, or as otherwise provided by the laws of the
Commonwealth of Puerto Rico, holders of Common Stock shall have exclusive
voting rights, each share being entitled to one vote.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common UNIF GIFT MIN ACT - ..........Custodian..........
(Cust) (Minor)
under Uniform Gifts to Minors Act ...............
(State)
Additional abbreviations may also be used though not in the above list.
For value received _______________ hereby sell, assign and transfer unto
__________ (PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE)
_________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE)
_________________________________________________________________
___________ shares of the capital stock represented by the within Certificate,
and do hereby irrevocably constitute and appoint _____________________________
Attorney to transfer the said stock on the books of the within named
Corporation, with full power of substitution in the premises.
Dated ________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
<PAGE> 1
EXHIBIT 5.1
OPINION OF LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
April __, 1996
Puerto Rican Cement Company, Inc.
PO Box 364487
San Juan, Puerto Rico 00936-4487
Ladies and Gentlemen:
We have acted as counsel for Puerto Rican Cement Company, Inc. (the
"Company") in connection with the offer and sale of an aggregate of 106,229
shares of the Company's common stock, par value $1.00 per share (the "Shares"),
by certain stockholders of the Company pursuant to a Registration Statement on
Form S-3 filed with the Securities and Exchange Commission under the
Securities Act of 1933.
We have examined originals (or copies certified or otherwise
identified to our satisfaction) of such agreements, instruments, certificates
and documents, and have reviewed such questions of law, as we have deemed
necessary or appropriate for the purposes of the opinion rendered below. In
such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
the original documents of all documents submitted to us as copies and the
authenticity of the originals of such latter documents. As to any facts
material to our opinion, we have, when relevant facts were not independently
established, relied upon the aforesaid agreements, instruments, certificates
and documents.
Based upon and subject to the foregoing and subject to the limitations
and qualifications set forth herein, we are of the opinion that the Shares
being issued and sold have been duly authorized and validly issued and are
fully paid and nonassessable.
This opinion is limited to the law of the State of New York and the
Federal law of the United States. To the extent that Puerto Rico law is
relevant to the opinion expressed herein, we have relied solely upon the
opinion of Totti, Rodriquez, Diaz & Fuentes.
This opinion is provided to you for your benefit. It may not be
delivered to, or in any manner relied upon or used by, any other person or
entity without our express written consent.
Very truly yours,
<PAGE> 1
EXHIBIT 5.2
-----------
OPINION OF TOTTI, RODRIGUEZ, DIAZ & FUENTES
April __, 1996
Puerto Rican Cement Company, Inc.
PO Box 364487
San Juan, Puerto Rico 00936-4487
Ladies and Gentlemen:
We have acted as counsel for Puerto Rican Cement Company, Inc. (the
"Company") in connection with the offer and sale of an aggregate of 106,229
shares of the Company's common stock, par value $1.00 per share (the "Shares"),
by certain stockholders of the Company pursuant to a Registration Statement on
Form S-3 filed with the Securities and Exchange Commission under the
Securities Act of 1933.
We have examined originals (or copies certified or otherwise
identified to our satisfaction) of such agreements, instruments, certificates
and documents, and have reviewed such questions of law, as we have deemed
necessary or appropriate for the purposes of the opinion rendered below. In
such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
the original documents of all documents submitted to us as copies and the
authenticity of the originals of such latter documents. As to any facts
material to our opinion, we have, when relevant facts were not independently
established, relied upon the aforesaid agreements, instruments, certificates
and documents.
Based upon and subject to the foregoing and subject to the limitations
and qualifications set forth herein, we are of the opinion that the Shares
being issued and sold have been duly authorized and validly issued and are
fully paid and nonassessable.
This opinion is limited to the law of the State of New York and the
Federal law of the United States. To the extent that Puerto Rico law is
relevant to the opinion expressed herein, we have relied solely upon the
opinion of Totti, Rodriquez, Diaz & Fuentes.
This opinion is provided to you for your benefit. It may not be
delivered to, or in any manner relied upon or used by, any other person or
entity without our express written consent, other than LeBoeuf, Lamb, Greene &
MacRae, L.L.P.
Very truly yours,
<PAGE> 1
EXHIBIT 23.3
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 16, 1996, which appears on page 17 of the 1995 Annual Report to
Shareholders of Puerto Rican Cement Company, Inc., which is incorporated by
reference in Puerto Rican Cement Company, Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1995. We also consent to the incorporation by
reference of our report on the Financial Statement Schedules, which appears on
page 23 of such Annual Report on form 10-K. We also consent to the reference
to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE
San Juan, Puerto Rico
April 10, 1995
