PUERTO RICAN CEMENT CO INC, DEF 14A, 2000-04-13

PUERTO RICAN CEMENT CO INC
DEF 14A, 2000-04-13
CEMENT, HYDRAULIC

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<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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, 2000

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

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, 2000 at 10:00 A.M. Atlantic
Standard Time, for the following purposes:

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

2. The election of one Class III director for a term of two years and
until election and qualification of a successor.

3. 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 16, 2000 are
entitled to notice of, and 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 card. For your convenience, we have enclosed 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 materials will be mailed to stockholders on or about
March 31, 2000.

By Order of the Board of Directors

Etienne Totti Del Valle
Secretary
Guaynabo, Puerto Rico
March 31, 2000
<PAGE> 3

PUERTO RICAN CEMENT COMPANY, INC.

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

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS, MAY 3, 2000

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

The enclosed proxy is being solicited by the Board of Directors of the
Company (the "Board") for the annual meeting of stockholders to be held on May
3, 2000 (the "Annual Meeting"). 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, 2000. 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 or by employees of a proxy solicitor
retained by the Company. If the proxy is executed and returned in time for
voting, the shares represented thereby will be voted. Stockholders have the
right to revoke their proxies at any time prior to the time their shares are
actually voted. If revocation is made by mail, it should be sent to Jose O.
Torres, Assistant Secretary, Puerto Rican Cement Company, Inc., P.O. Box 364487,
San Juan, Puerto Rico 00936-4487.

The Company will pay the cost of solicitation of proxies. 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 $6,500.00. 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 16, 2000, the Company had 5,186,274 shares of Common Stock, par
value $1.00 per share outstanding (exclusive of 813,726 treasury shares). Each
outstanding share of Common Stock is entitled to one vote. Only stockholders of
record as of the close of business on March 16, 2000 are entitled to notice of,
and to vote at, the meeting. For information regarding principal holders of the
Company's Common Stock, see "Information about Directors, Nominees, and
Principal Stockholders" below.

ELECTION OF DIRECTORS

The current Class I directors are Waldemar Del Valle Armstrong, Luis A.
Ferre Rangel, Oscar A. Blasini, Miguel A. Nazario, and Hector Del Valle. The
current Class II directors are Rosario J. Ferre, Federico F. Sanchez, Jorge L.
Fuentes, Juan A. Albors and Angel O. Torres. The current Class III directors are
Antonio Luis Ferre, Alberto M. Paracchini, Jose J. Suarez, Antonio Luis Ferre
Rangel and Emilio Venegas Vilaro. Class III director Carlos del Rio resigned as
director of the Company effective October 27, 1999. At its meeting on February
23, 2000, the Board appointed Mr. Emilio Venegas Vilaro as a director to fill
the vacancy created by Mr. del Rio's resignation based on the recommendation of
the Nominating Committee of the Board. Mr. Venegas Vilaro was appointed,
pursuant to the By-Laws of the Company, to fill the vacancy of Mr. Del Rio and
to serve as director of the Company until this annual meeting of stockholders,
at which the stockholders will elect the person who will serve as a Class III
director for the remaining two years of the term.
<PAGE> 4

Each class serves a three-year term, which terms are currently set to expire on
the date of the respective year's annual meetings as follows: Class I in year
2000, Class II in year 2001, and Class III in 2002.

It is anticipated that each proxy will be voted for the individual nominees
for Class I and III 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 I directors are Waldemar Del Valle Armstrong, Luis A.
Ferre Rangel, Oscar A. Blasini, Miguel A. Nazario and Hector Del Valle. The name
of the nominee for Class III director is Emilio Venegas Vilaro. All nominees are
current directors of the Company.

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 and
represented at the Annual Meeting in person or by proxy and entitled to vote.

The persons appointed by the Company to act as election inspectors for the
meeting will count votes cast by proxy or in person at the Annual Meeting. The
election inspectors will treat shares represented by proxies that reflect
abstentions as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. Abstentions, however, will constitute a
vote "against" any proposal. The election inspectors will treat "broker
non-votes" (i.e. shares held by brokers or nominees as to which instructions
have not been received from the beneficial owners or persons entitled to vote
and with respect to which the broker or nominee does not have discretionary
power to vote on a particular matter) as if the broker never voted.

Each Class I director elected at this meeting will serve from the time of
election and qualification until the third annual meeting following election and
until a successor is elected and qualified. The Class III director elected at
this meeting will serve until the second annual meeting following election and
until a successor is elected and qualified. If any nominee is unable to serve as
a director, an event that 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 THE CLASS III
DIRECTOR NOMINEE AND EACH OF THE CLASS I DIRECTOR NOMINEES NAMED ABOVE.

2
<PAGE> 5

INFORMATION ABOUT DIRECTORS, NOMINEES AND PRINCIPAL STOCKHOLDERS

<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) AS OF MARCH 16, 2000
---- --- ----------------------- --------- --------------------
<S> <C> <C> <C> <C>
CLASS I DIRECTORS AND NOMINEES
Waldemar Del Valle Armstrong 47 Attorney at law; Partner of Parra, 1997 800(b)
Del Valle, Frau & Limeres (law
firm) since 1982; Director of
Hospital Damas (non-profit
hospital) since 1996; Director of
Ranfe, Inc. (investment company)
since 1995; Secretary of El Dia,
Inc. (newspaper publishing group)
since 1998; Secretary and
Director of Advanced Graphics
Printing, Inc. (printing company)
since 1997.
Oscar A. Blasini 63 President of G.B. Investments, Inc. 1975 300(b)
(real estate development and
investment company) since 1981.
Miguel A. Nazario 52 President and Chief Executive 1994 3,060(b)
Officer of the Company since
January 1995 and Vice President
of the Company from August 1994
through December 1994; President
of the Puerto Rico Manufacturer's
Association since November 1998;
Process 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 62 Vice Chairman of the Board of the 1987 None
Company since January 1, 1995(f);
President of the Company from
1988 to December 1994.
</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) AS OF MARCH 16, 2000
---- --- ----------------------- --------- --------------------
<S> <C> <C> <C> <C>
Luis Alberto Ferre Rangel 33 Director of El Nuevo Dia newspaper 1996 49,902(d)
since 1999, Co-Director from 1996 (0.96%)
to 1999, Business Editor from
1995 to 1996; Assistant News
Editor from 1994 to 1995 and
Reporter from February 1990 to
July 1994. Member of the Board of
Directors of El Dia, Inc.
(newspaper publishing group), (an
adult son of Antonio Luis Ferre
and brother of Antonio L. Ferre
Rangel).
CLASS II DIRECTORS
Rosario J. Ferre 61 Writer and Journalist; Second Vice 1992 165,794(c)
President since 1983 and Director (3.2%)
since 1960 of Luis A. Ferre
Foundation, Inc. and Ponce Museum
of Art (non-profit foundations);
(adult daughter of Luis A. Ferre
and sister of Antonio Luis
Ferre).
Federico F. Sanchez 58 President of Federico F. Sanchez 1982 366(b)
and Company, Inc. (real estate
consulting company) since 1977;
President of Interlink Group,
Inc. (real estate consultants,
brokers and developers) since
1986.
Jorge L. Fuentes 51 Chairman of the Board and Chief 1984 1,000(b)
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; Director of V. Suarez
Investment (investment company)
since 1998.
</TABLE>

4
<PAGE> 7

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) AS OF MARCH 16, 2000
---- --- ----------------------- --------- --------------------
<S> <C> <C> <C> <C>
CLASS III DIRECTORS AND NOMINEE
Antonio Luis Ferre 66 Chairman of the Board of the 1959 1,079,924(d)
Company since January 1, 1995, (20.8%)
Vice Chairman of the Board of the
Company from 1985 to December
1994 and Chairman of the Board of
the Company from 1980 to 1985;
President and Chairman of the
Board of El Dia, Inc. (newspaper
publishing group) since 1969;
Editor of El Nuevo Dia newspaper;
Director of Metropolitan Life
Insurance Company of New York
(insurance company) from 1987 to
1995 and member of the Directors
Advisory Committee since 1995;
Director and Vice Chairman of
Popular, Inc. (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 Supermarkets (food
retailer) from 1993 to 1995. (The
father of Antonio Luis Ferre
Rangel and Luis Alberto Ferre
Rangel; adult son of Luis A.
Ferre and brother of Rosario J.
Ferre).
</TABLE>

6
<PAGE> 9

<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) AS OF MARCH 16, 2000
---- --- ----------------------- --------- --------------------
<S> <C> <C> <C> <C>
Alberto M. Paracchini 67 Vice Chairman of the Board of the 1968 1,000(b)
Company since 1968(f); 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
Popular, Inc. (bank holding
company); Director since 1991 and
Chairman of the Board from 1991
to 1993 of Banco Popular de
Puerto Rico (commercial bank);
Director of Equus Management
Company, Inc. since August 1994,
Venture Capital Fund, Inc. since
March 1994, and Equus
Entertainment Corporation.
Emilio Venegas Vilaro 45 President of Venegas Construction, 2000 50,000(g)
Corporation (construction Current
company) since 1990; Secretary Nominee
from 1981 to 1990; Secretary of
Sanson Corporation (aggregates
supplier) since 1983; Director of
Damas Foundation (non-profit
institution) since 1999.
Jose J. Suarez 64 Consultant to the Company since 1989 2,000(b)
January 1996; Executive Vice
President in Charge of Operations
of the Company from 1988 until
1995 and Senior Vice
President - Operations of the
Company from 1983 to 1987;
Director of Scotiabank de Puerto
Rico (commercial bank) from
February 1992 to January 1997.
</TABLE>

7
<PAGE> 10

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

(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) 165,794 shares (3.2%) of the Company's Common Stock are held as follows: (1)
1,500 shares (0.03%) directly owned by Rosario J. Ferre, (2) 30,000 shares
(0.58%) through Rosario J. Ferre's 100% ownership of R.F.T. Investment
Corp., a Puerto Rico corporation; and (3) 134,294 shares (2.6%) through her
25% ownership interest in South Management Corporation. Mr. Luis A. Ferre
and Mr. Antonio Luis Ferre have 50% and 25% ownership interests,
respectively, in South Management Corporation, which owns a total of 537,174
shares (10.36%) of the Company's Common Stock.
(d) Includes 282,854 shares (5.45%) of the Company's outstanding Common Stock
held by Ferre Investment Fund, Inc., a Puerto Rico corporation wholly owned
by Antonio Luis Ferre, his spouse and five adult children. Of this amount,
Antonio Luis Ferre Rangel and Luis Alberto Ferre Rangel, adult sons of
Antonio Luis Ferre, each claim economic beneficial ownership of 8,417 shares
(0.16%). Antonio Luis Ferre retains sole voting and dispositive power with
respect to all of the shares owned by Ferre Investment Fund, Inc. and claims
economic beneficial ownership of the remaining 266,020 shares (5.13%).
Antonio Luis Ferre's total also includes 3,800 shares (0.07%) which are held
by Alfra Investment Corp., a Puerto Rico corporation wholly owned by the
five adult children of Antonio Luis Ferre. Of this total, Antonio Luis Ferre
Rangel and Luis Alberto Ferre Rangel each claim economic beneficial
ownership of 760 shares (0.01%). Antonio Luis Ferre retains sole voting and
dispositive power with respect to all shares owned by Alfra Investment Corp.
and his five adult children claim economic beneficial ownership of the
shares. Antonio Luis Ferre's total also includes 658,976 shares (12.71%) of
the Company's outstanding Common Stock held by El Dia, Inc., a Puerto Rico
corporation. Antonio Luis Ferre, his spouse and five

8
<PAGE> 11

adult children own 89.97% of the shares of El Dia, Inc. Of this amount,
Antonio Luis Ferre Rangel and Luis Alberto Ferre Rangel each claim
beneficial ownership of 40,724 shares (0.79%). Antonio Luis Ferre retains
sole voting and dispositive power regarding the total shares owned by El
Dia, Inc. In addition, Antonio Luis Ferre has voting and investment power
through his 25% ownership interest in South Management Corporation, by which
he owns and controls 134,294 shares. Mr. Luis A. Ferre and Mrs. Rosario J.
Ferre have 50% and 25% ownership interests, respectively, in South
Management Corporation, which owns a total of 537,174 shares (10.36%) of the
Company's Common Stock.
(e) All of the directors and executive officers of the Company as a group,
including officers not listed, own 1,306,547 shares (25.1%) of the Company's
Common Stock.
(f) Since 1995, the Company has had two Vice Chairmen of the Board: Messrs.
Alberto M. Paracchini and Hector Del Valle.
(g) Includes 20,000 shares of the Company's Common Stock owned by Venegas
Construction Corp., which is 100% owned by Mr. Venegas Vilaro. Also includes
30,000 shares of the Company's Common Stock owned by Sanson Corp., in which
Mr. Venegas has a 20% ownership interest.

9
<PAGE> 12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

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

<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
BENEFICIALLY OWNED OUTSTANDING
NAME AND ADDRESS AS OF MARCH 16, 2000 SHARES
---------------- -------------------- -----------
<S> <C> <C>
Luis A. Ferre
P.O. Box 6108
San Juan, Puerto Rico 00936 753,834(a) 14.53%(a)
Herman Ferre Roig
Hato Rey Tower
Floor 18, Suite 1804
Ave. Munoz Rivera 268
Hato Rey, Puerto Rico 00919 564,540(b) 10.88%(b)
Charles M. Royce
Royce & Associates, Inc.
Royce Management Company
1414 Avenue of the Americas
New York, New York 10019 377,700(c) 7.29%(c)
T. Rowe Price Associates, Inc.
T. Rowe Price Small Cap
Value Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202 500,200(d) 9.64%(d)
</TABLE>

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

(a) As of March 16, 2000, Mr. Luis A. Ferre (father of Antonio Luis Ferre and
Rosario J. Ferre), while not directly owning of record any shares of the
Company's outstanding Common Stock, had indirect sole voting and dispositive
power with respect to 485,247 shares (9.35%) of the Company's Common Stock
through The Luis A. Ferre Foundation, Inc. (the "Foundation"), a charitable
institution. Mr. Ferre, as President of the Foundation, votes the Common
Stock owned by the Foundation. In addition, Mr. Luis A. Ferre has voting and
investment power with respect to 268,587 shares through his 50% ownership
interest in South Management Corporation. Mr. Antonio Luis Ferre and Mrs.
Rosario J. Ferre each have 25% ownership interests in South Management
Corporation, which owns a total of 537,174 shares (10.36%) of the Company's
Common Stock.
(b) As of March 16, 2000, Herman Ferre Roig (a first cousin of Antonio Luis
Ferre and Rosario J. Ferre) owned directly 94,866 shares (1.83%) of the
outstanding Common Stock of the Company. In addition, Herman Ferre Roig and
his wife and children have an economic interest in and investment power with
respect to 469,674 shares (9.06%) of the Company's Common Stock held of
record by Brim Incorporado as a result of their 100% ownership interest in
Brim Incorporado, a Puerto Rico corporation. Mr. Ferre Roig has sole voting
and dispositive power regarding the shares held by Brim Incorporado.
(c) As of February 1, 2000, Charles M. Royce, a U.S. citizen, and Royce &
Associates, Inc. ("Royce"), an investment adviser and a New York
corporation, respectively, as a group were the beneficial owners of 377,700
shares (7.28%) of the Company's Common Stock. Mr. Charles M. Royce is deemed
to be a controlling person of Royce, which has sole dispositive and voting
power regarding these shares. Mr. Royce disclaims beneficial ownership of
the shares held by Royce.

10
<PAGE> 13

(d) As of February 14, 2000, T. Rowe Price Associates, Inc. ("Price Associates")
was the beneficial owner of 500,200 shares (9.64%) of the Company's Common
Stock. These securities are owned by various individual and institutional
investors (including T. Rowe Price Small-Cap Value Fund, Inc., a Maryland
corporation, which owns 450,000 shares representing 8.68% of the outstanding
shares of the Company's Common Stock), for whom Price Associates serves as
investment adviser with power to direct investments and/or maintain sole
power to vote the securities. For purposes of the reporting requirements of
the Securities Exchange Act of 1934, as amended, Price Associates is deemed
to be the beneficial owner of such securities; however, Price Associates
expressly disclaims that it is, in fact, the beneficial owner of such
securities.

11
<PAGE> 14

EXECUTIVE COMPENSATION

Set forth below is the compensation paid by the Company during each of the
last three fiscal years ended December 31, 1999 to its President and Chief
Executive Officer, and to the Company's four other most highly paid executive
officers whose aggregate compensation exceeded $100,000.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------- OTHER ANNUAL
NAME AND POSITION YEAR SALARY BONUS COMPENSATION(1)
- ----------------- ---- -------- ------- ---------------
<S> <C> <C> <C> <C>
Miguel A. Nazario 1999 $346,660 $90,199 $ 7,313
President, Director and 1998 $330,667 $84,000 $13,675
Chief Executive Officer 1997 $349,024(2) $80,000 $14,160
Hector Del Valle 1999 $274,480 $71,248 $ 5,190
Vice Chairman 1998 $286,051(2) $66,840 $ 6,529
of the Board 1997 $295,440 $63,900 $12,124
Jose O. Torres 1999 $161,414 $39,323 $ 7,209
Chief Financial Officer 1998 $147,646 $31,970 $ 9,593
and Vice President Finance 1997 $138,385 $30,525 $ 9,172
Antonio L. Ferre Rangel 1999 $153,385 $39,975 $12,067
Senior Corporate 1998 $122,680 $31,155 $12,963
Vice President 1997 $116,533 $29,700 $10,709
Eufemio Toucet 1999 $153,012 $30,938 $ 6,423
Executive Vice President 1998 $124,963 $22,894 $ 6,834
Ready Mix Concrete, Inc, 1997 $126,471 $21,863 $ 5,346
(wholly owned subsidiary)
</TABLE>

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

(1) The Company furnished automobiles to its executive officers, including the
five individuals named above. Other Annual Compensation reflects the cost to
the Company of furnishing such automobiles to the listed officers and paying
related expenses.
(2) Salary figures for Mr. Nazario in 1997 and Mr. Del Valle in 1998 include
compensation in lieu of foregone vacation time in the amounts of $29,024 and
$22,611, respectively.

Named officers received no compensation other than that presented in the
Summary Compensation Table included herein.

12
<PAGE> 15

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 (base salary) and years of credited service. Amounts
are based on straight life annuities.

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 $ 8,346 $12,519 $ 16,692 $ 21,190 $ 25,688 $ 30,186 $ 34,684
90,000 12,096 18,144 24,192 30,690 37,188 43,686 50,184
115,000 15,846 23,769 31,692 40,190 48,688 57,186 65,684
140,000 19,596 29,394 39,192 49,690 60,188 70,686 81,184
165,000 23,346 35,019 46,692 59,190 71,688 84,186 96,684
190,000 27,096 40,644 54,192 68,690 83,188 97,686 112,184
215,000 30,846 46,269 61,692 78,190 94,688 111,186 127,684
240,000 34,596 51,894 69,192 87,690 106,188 124,686 143,184
265,000 38,346 57,519 76,692 97,190 117,688 138,186 158,684
290,000 42,096 63,144 84,192 106,690 129,188 151,686 174,184
315,000 45,846 68,769 91,692 116,190 140,688 165,186 189,684
340,000 49,596 74,394 99,192 125,690 152,188 178,686 205,184
365,000 53,346 80,019 106,692 135,190 163,688 192,186 220,684
390,000 57,096 85,644 114,192 144,690 175,188 205,686 236,184
</TABLE>

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

(a) As of December 31, 1999, Miguel A. Nazario had 5 years of credited service,
would have $543,000 average final remuneration covered by the Company's
pension plan and would be entitled to a yearly pension benefit of $138,000
at normal retirement age; Hector Del Valle had 42 years of credited service,
would have $291,000 average final remuneration and would be entitled to a
yearly pension benefit of $197,000 at normal retirement age; Jose O. Torres
had 22 years of credited service, would have $242,000 average final
remuneration and would be entitled to a yearly pension benefit of $118,000
at normal retirement age; Antonio Luis Ferre Rangel had 7 years of credited
service, would have $559,000 average final remuneration and would be
entitled to a yearly pension benefit of $307,000 at normal retirement age;
Eufemio Toucet had 3 years of credited service, would have $195,000 average
final remuneration and would be entitled to a yearly pension benefit of
$31,000 at normal retirement age.

All estimated pension benefit information assumes average annual salary
increases of 4.5% until normal retirement at age 65.

(b) A participant's pension benefit under the Company's pension plan 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 or her 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.

13
<PAGE> 16

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 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 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 and (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 have remained
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 a minimum of 10 years of service.

SUBSIDIARY PENSION PLAN

During 1995, the Company acquired Ready Mix Concrete Inc., (the
"Subsidiary"), which had its own pension program (the Subsidiary's Pension
Plan). The Subsidiary's Pension Plan covers all salaried employees of the
Subsidiary who are not subject to the terms of a union contract and who complete
at least 1,000 hours of service with the Subsidiary during the 12-month period
beginning on the date of employment or during any subsequent plan year. A
participant's pension is based upon such participant's plan compensation. Plan
compensation is equal to regular salary or wages, plus overtime, commissions,
and bonuses.

Effective June 28, 1994, the Subsidiary amended its pension plan to modify
the benefit formula for determining an active participant's basic benefit. The
new program produces a career-average benefit at normal retirement age equal to
0.75% of annual plan compensation up to the Social Security Taxable Wage

14
<PAGE> 17

Base, and 1.25% of annual plan compensation in excess of the Taxable Wage Base,
for each year of service after June 28, 1994.

For service until June 27, 1994, the Subsidiary's Pension Plan provides a
frozen benefit at normal retirement age equal to 20% of "average annual
compensation" plus 20% of average annual compensation in excess of $4,800 (the
total reduced by 1/15th for each year of service less than 15), and 0.5% of such
average annual compensation for each year of service exceeding 15. "Average
annual compensation" is the highest average plan compensation during any five
consecutive plan years in the ten-year period ending June 27, 1994.

Effective January 1, 1997, coverage under the Subsidiary's Pension Plan was
extended to employees of another subsidiary of the Company, Concreto Mixto,
Inc., which merged with the Subsidiary. All service with Concreto Mixto, Inc. is
recognized for purposes of determining eligibility and vesting under the
Subsidiary's Pension Plan, but benefit accruals begin no earlier than January 1,
1997 under the career-average formula described above.

For unmarried retired participants, the normal retirement benefit is paid
in the form of a monthly life annuity with 120 payments guaranteed 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.

Normal retirement benefits under the Subsidiary's Pension Plan are payable
upon attainment of age 65. In addition to annual retirement benefits, the
Subsidiary's Pension Plan provides benefits for disability, death, and other
terminations of employment after five years of credited service. Early
retirement is provided, with reduced benefits, for participants who are at least
55 yeas of age with a minimum of 10 years of service.

In addition to the Subsidiary's Pension Plan, the Subsidiary offers a
Savings Plan for all salaried employees who are not subject to the terms of a
union contract and who complete at least 1,000 hours of service with the
Subsidiary during the 12-month period beginning with the date of employment or
during any subsequent plan year. The Savings Plan was effective July 1, 1994,
and coverage was extended to employees of Concreto Mixto, Inc., effective
January 1, 1997. Contributions to the Savings Plan are based upon each
participant's plan compensation. Plan compensation is equal to regular salary or
wages, plus overtime, commissions and bonuses.

Participants may elect to make basic contributions of from 1% up to 6% of
plan compensation on a before-tax basis. Any excess over 6% of plan compensation
on a before-tax basis is considered supplemental contribution. The Subsidiary
makes annual matching contributions of 50% of participant basic contributions,
up to 6% of compensation or $2,000, whichever is lower, per participant. In
addition, the Subsidiary may make discretionary profit-sharing contributions at
the end of each year. Such profit-sharing contributions are allocated to all
eligible employees, whether or not they elect to contribute to the plan.

Participants become fully vested in the Subsidiary's Saving Plan's matching
contributions and profit-sharing contributions after 3 years of service.

Withdrawals from the Subsidiary's Savings Plan prior to retirement or other
termination of employment are not permitted except in the case of financial
hardship. Upon retirement, a participant's account balance is distributed either
in a lump sum payment or in installments.

15
<PAGE> 18

EXECUTIVE SEPARATION POLICY

The Company has entered into separate agreements with 18 current members of
management and Mr. Antonio Luis Ferre. The agreements include, among others,
Messrs. Miguel A. Nazario, Antonio Luis Ferre Rangel, Jose O. Torres and Eufemio
Toucet. The Company's Board of Directors ratified these contracts at its meeting
of June 24, 1998. 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 that 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 the compensation paid to the Chief Executive
Officer ("CEO"). The Board of Director's Compensation Committee consists of
three members of the Board of Directors of the Company, who are not employed by
the Company. The Committee's overall goal is to develop executive compensation
policies that are consistent with, and linked to, strategic business objectives
and Company values. It approves the design of, assesses the effectiveness of,
and administers executive compensation programs in support of, compensation
policies. The committee presents its decisions to the Board of Directors for
approval and, from time to time, seeks and receives information from management.

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 over both the near-term and the long-term. 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 to the median levels paid in the relevant local market.
Offering market-comparable pay opportunities allows the Company to maintain a
stable, successful management team.

Competitive Pay

The Company obtains salary and compensation surveys produced by an
independent compensation consultant, Hewitt Associates Caribe Inc., and by the
Puerto Rico Manufacturer's Association. Each provides data which allows the
Compensation Committee to compare Company compensation practices to a group of
comparable local companies. For compensation comparison purposes, the Company's
market 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 the same companies that comprise the Peer Group in the Performance Graph
included on page 20. The Compensation Committee believes that, because of
geographical and other factors, the Company's most direct competitors for
executive

16
<PAGE> 19

talent are not the same companies that would be included in a peer group
established for comparing shareholder returns.

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 pensions, insurance and other
benefits are considered.

COMPENSATION VEHICLES

Salary

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

Base salaries are targeted at the median of the comparative market. The
Company performs this comparison, which includes local companies in the same and
other industries, on a regular basis by purchasing independent salary surveys.
Salaries may be adjusted above or below the median based on individual and
corporate performances as well as other factors such as years of experience in
the position. Corporate and individual performance factors are equally weighted
in determining base salaries. Corporate performance measures include the
Company's return on stockholder's equity, individual performance in securing
specific strategic goals, the Company's performance against budget, cash flow
per share and performance compared with peer group cement companies. The
following specific strategic goals were met during the year: improvements in the
production capacity of the cement plant; establishment of new ready-mix concrete
batching plants in strategic locations; the development of a new aggregate
manufacturing plant now in construction; the development of an additional cement
distribution center at the northwest sector of the Island, and the
reorganization of our management structure in February 1999.

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 incentive promotes the Company's
pay-for-performance philosophy. Bonuses are based on a percentage of base salary
and are set at the median of the comparative market according to the
individual's position.

Corporate and individual performance factors are equally weighted in
determining bonuses. Local laws provide for a minimum bonus to be paid to all
employees; the amount is increased when predetermined thresholds for corporate
performance are met. The Board of Directors approves the total appropriation for
the bonus each year, based on the achievement of these goals. In 1999, several
corporate goals mentioned above were achieved or exceeded, resulting in all
executive officers receiving bonuses.

CHIEF EXECUTIVE OFFICER

With respect to the base salary granted to Mr. Miguel A. Nazario (President
and CEO), in 1999, the Compensation Committee considered a comparison of base
salaries of chief executive officers of local peer companies, the Company's
success in meeting its goals with respect to the Company's operations and the
completion of certain strategic goals.

17
<PAGE> 20

In its assessment of Mr. Nazario's individual performance during 1999, the
Compensation Committee placed increased emphasis on operational goals and in the
completion of certain strategic goals mentioned above as a means of improving
future return on equity and securing the development of new business
opportunities. This year the Board emphasized on the excellent operational
results in 1999, despite the legal costs associated with the civil rights suit
filed by the Company and El Dia. Inc., and the shortage in aggregates, which
impacted the cost of materials at Ready Mix Concrete, Inc. The Compensation
Committee concluded that during 1999 Mr. Nazario excelled at securing strategic
objectives that will position the Company to take advantage of the opportunities
presented by the strong construction activity in Puerto Rico expected by
economists for the next few years. The investments relating to improvements in
the production capacity of the cement plant, new aggregate operations which will
come up by mid-year, new ready mix trucks, and the cement distribution centers
that will cover the east and west sector of the Island, are strategic
initiatives that will help establish the base for excellent growth potential.

Mr. Nazario was granted a base salary of $346,660 for 1999, an increase of
4.8% over his $330,667 base salary for 1998. This compares to a 5.0% increase
granted in 1998. Mr. Nazario's annual bonus payment was also based on
accomplished operational and strategic goals achieved during 1999. Based on
these factors, Mr. Nazario's annual bonus payment was $90,199 in 1999 as
compared to $84,000 in 1998.

Compensation Committee:

Jorge L. Fuentes, President
Alberto M. Paracchini
Federico F. Sanchez

18
<PAGE> 21

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG PUERTO RICAN
CEMENT COMPANY, INC.'S COMMON STOCK PERFORMANCE,
THE S&P 500 INDUSTRIAL INDEX AND PEER GROUPS.

The graph presented below compares the cumulative total shareholder return
on the Company's Common Stock for the five years ended December 31, 1999, with
the cumulative total shareholder return for such period reflected in the
Standard and Poor's (S&P) 500 Stock Index and in peer group indexes. It includes
comparisons with a peer group index of five competing cement, ready-mix and
aggregates companies. The peer group is comprised of Florida Rock Industries,
Giant Group LTD., Lafarge Corp., Southdown, Inc., Texas Industries Inc., and
Lone Star Industries. The Company believes that the companies reflected in this
peer group are reflective of the Company's business mix, therefore providing a
meaningful comparison of stock performance.

The Company obtained the graph (and the information related to it) from
Standard & Poor's Compustat Services. The comparative returns shown in the graph
assume (i) a $100 investment in the Company's Common Stock, the common stock of
the companies included in the S&P 500 stock index or the common stock of the
companies in each of the peer groups at the market close on December 31, 1994
and (ii) the reinvestment of all dividends on a monthly basis over a five-year
period using 1994 as the base year.

Each of the companies included in the peer group has the same or similar
business products as the Company and is publicly listed on a national stock
exchange in the U.S. Results were weighted according to market capitalization.
The stock price performance on the graph below is not necessarily indicative of
future price performance.

19
<PAGE> 22

TOTAL SHAREHOLDER RETURN

<TABLE>
<CAPTION>
PUERTO RICAN CEMENT CO
INC. S&P 500 INDEX PEER GROUP
---------------------- ------------- ----------
<S> <C> <C> <C>
Dec 94 100.00 100.00 100.00
Dec 95 120.42 137.58 121.83
Dec 96 116.11 169.17 143.13
Dec 97 190.85 225.60 230.04
Dec 98 135.19 290.08 266.08
Dec 99 134.41 351.12 234.08
</TABLE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1999, the Compensation Committee consisted of the following
non-employee directors of the Company: Jorge L. Fuentes, Alberto M. Paracchini
and Federico F. Sanchez.

As of December 31, 1999, the Company had available from Banco Popular de
Puerto Rico (a commercial bank) lines of credit of $10,000,000 for unsecured
short-term borrowings and/or discounting customer's trade paper. Within that
credit facility, our wholly owned subsidiaries, Florida Lime Corporation and
Ready Mix Concrete, Inc., each had available a sub-limit of $600,000 and
$3,000,000, respectively, for unsecured short-term borrowings. In addition,
during October 1998, the Company signed a loan agreement with Banco Popular de
Puerto Rico pursuant to which the Company guarantees a revolving line of credit
of $5,500,000 for Ready Mix Concrete, Inc. In November 1998, the Company also
executed another loan agreement with Banco Popular pursuant to which the Company
guarantees a revolving line of credit for $5,000,000 issued to Ponce Capital
Corp., a wholly owned subsidiary. In September 1999 this credit facility was
increased by an additional $5,500,000 to $10,500,000. Mr. Alberto M. Paracchini
is a member of the Board of Directors, Mr. Antonio Luis Ferre is the
Vice-Chairman of the Board of Directors, and Mr. Juan A. Albors is a Director,
of Banco Popular de Puerto Rico.

20
<PAGE> 23

During 1999, the Company and its subsidiaries sold products, in the normal
course of business, in the aggregate amount of $687,515 to Fuentes Concrete
Pile, Inc. and Gabriel Fuentes Jr. Construction Co., both Puerto Rico
corporations. Mr. Jorge L. Fuentes is Chairman of the Board of Directors and
Chief Executive Officer of each of the companies.

Also during 1999, the Company and its subsidiaries sold products, in the
normal course of business, in the aggregate amount of $283,539 to Interlink
Group, Inc, of which Mr. Federico F. Sanchez is the President.

CERTAIN TRANSACTIONS WITH MANAGEMENT

The following briefly summarizes certain transactions with the Company and
certain transactions relating to the officers, directors, or 5% beneficial
owners of the Company. Transactions relating to Compensation Committee members
are included under "COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION"
above.

Mr. Jose J. Suarez, a Director of the Company as of December 31, 1999,
received the aggregate amount of $147,574 in consulting fees, including
automobile expenses, for work performed for the Company during 1999 under a
consulting contract. Mr. Suarez performed as a consultant in the management of
the daily operations of the Company and the amounts paid were in addition to
directors' fees received as a retainer and for his attendance at Board meetings.
The terms of such contract and consulting fees paid pursuant thereto are
comparable to the terms of and fees paid pursuant to contracts for similar
services entered into by the Company with outside parties. Mr. Suarez occupied
the position of Executive Vice President in charge of Operations of the Company
until December 1995.

Mr. Antonio Luis Ferre, Director and Chairman of the Board of the Company
as of December 31, 1999, received the aggregate amount of $205,755 in consulting
fees, including automobile expenses, for work performed for the Company during
1999 under a consulting contract. Mr. Ferre performed as a consultant in the
management of the daily operations of the Company and the amounts paid were in
addition to directors' fees received as a retainer and for his attendance at
Board meetings. The terms of such contract and consulting fees paid pursuant
thereto are comparable to the terms of and fees paid pursuant to contracts for
similar services entered into by the Company with outside parties. Mr. Ferre has
been the Chairman of the Board of the Company since January 1, 1995.

The law firm Parra, Del Valle, Frau & Limeres, in which director Waldemar
Del Valle Armstrong is a partner, received the aggregate amount of $46,725 for
legal services and $9,838 for expenses incurred on behalf of the Company during
1999. Mr. Del Valle Armstrong has been a director of the Company since 1997.

DATE OF RECEIPT OF STOCKHOLDERS' PROPOSALS

Stockholders who intend to present proposals at the 2001 annual meeting of
stockholders must submit their proposals to the Company on or before November
30, 2000.

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 $13,742 during the fiscal year as
interest for accumulated
21
<PAGE> 24

deferred compensation for one director and compensated one director an
additional $50 per meeting for costs associated with traveling from outside the
San Juan metropolitan area.

OTHER MATTERS

The Board of Directors of the Company has, among others, the following
committees: an Audit Committee composed during 1999 of outside directors Messrs.
Waldemar Del Valle Armstrong, Angel O. Torres and Juan A. Albors; a Compensation
Committee composed during 1999 of outside directors Messrs. Alberto M.
Paracchini, Federico F. Sanchez and Jorge L. Fuentes; and a Nominating Committee
composed during 1999 of directors Messrs. Jorge L. Fuentes, Luis Alberto Ferre
Rangel and Alberto M. Paracchini.

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", which can be found on page 16.

The Nominating Committee evaluates and makes recommendations to the Board
of Directors on nominees for directors. These nominations are submitted to the
Board, which votes on the candidates for acceptance as nominees.

The Board of Directors met 11 times, the Nominating Committee met 2 times,
the Audit Committee met 3 times and the Compensation Committee met 3 times
during 1999. Except for Mr. Antonio Luis Ferre, who was absent from certain
meetings of the Board due to temporary illness, each director attended at least
75% of the aggregate meetings of the Board and each committee thereof of which
he was a member.

To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the two fiscal years ended December 31, 1999, all
Section 16(a) filing requirements of the Securities and Exchange Act of 1934, as
amended, applicable to the Company were complied with.

The Board of Directors again selected certified public accountants,
PricewaterhouseCoopers, LLP, to audit the accounts of the Company for the year
1999. A representative of PricewaterhouseCoopers is expected to be present at
the meeting of stockholders and available to answer stockholders' questions and,
if he so desires, to make a statement. The audit services performed for the
Company by PricewaterhouseCoopers, LLP include 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.

22
<PAGE> 25

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

By Order of the Board of Directors

Etienne Totti Del Valle
Secretary

PUERTO RICAN CEMENT COMPANY, INC.

23
<PAGE> 26

PROXY

PUERTO RICAN CEMENT COMPANY, INC.

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, MAY 3, 2000

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

The undersigned stockholder of PUERTO RICAN CEMENT COMPANY, INC. (the
"Company") hereby appoints FERNANDO L. VARGAS, ROBERTO ROMANELLI, 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 16, 2000 at the Annual
Meeting of Stockholders to be held at the offices of the Company, Amelia
Industrial Park, Guaynabo, Puerto Rico, on May 3, 2000 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 PROPOSALS 1 AND 2.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)

Please mark your
vote as indicated [X]
in this example

<TABLE>
<S> <C> <C>
FOR WITHHOLD
all nominees listed all votes for the
1. ELECTION OF CLASS I DIRECTORS below (except as marked election of all
to the contrary below). nominees listed below.
[ ] [ ]
</TABLE>

Nominees: Waldemar Del Valle Armstrong, Luis A. Ferre Rangel,
Oscar A. Blasini, Miguel A. Nazario and Hector Del Valle

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

_______________________________________________________________________________

<TABLE>
<S> <C> <C>
FOR WITHHOLD
all nominees listed all votes for the
2. ELECTION OF CLASS III DIRECTOR below (except as marked election of all
to the contrary below). nominees listed below.
[ ] [ ]
</TABLE>

Nominees: Emilio Venegas Vilaro

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

_______________________________________________________________________________

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

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

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

The undersigned hereby acknowledges receipt
of the Annual Report for 1999, 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 _________________________________________________ DATE ______________
Signature should agree with name on stock certificate. When shares are held by
joint tenants, both should sign. When signing as attorney, 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.

- FOLD AND DETACH HERE -