SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 9, 1999.
Giant Cement Holding, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-24850 57-0997411
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
360-D Midland Parkway, Summerville, SC 29485
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (843) 851-9898
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Item 1. Changes in Control of the Registrant.
On December 9, 1999, Cementos Portland, S.A., a corporation formed
under the laws of the Kingdom of Spain ("Parent"), closed its previously
announced tender offer (the "Offer") for all of the issued and outstanding
shares of common stock, par value $0.01 per share (the "Shares"), of Giant
Cement Holding, Inc., a Delaware corporation (the "Company") for $31.00 per
Share in cash. CP Acquisition, Inc., a Delaware corporation ("Purchaser") and
wholly owned subsidiary of Parent accepted for payment over 8.5 million Shares,
which represents approximately 98% of the Shares.
The Offer was made pursuant to an Agreement and Plan of Merger, dated
as of November 4, 1999, among Parent, Purchaser and the Company (the "Merger
Agreement"). The Merger Agreement provides that following the Offer, Purchaser
will be merged with and into the Company, and each outstanding Share (other than
Shares held by the Company as treasury stock and Shares owned by stockholders
who have properly exercised their appraisal rights under Delaware law) will be
converted at the effective time of the merger into the right to receive $31.00
per Share in cash, without interest and less any withholding taxes.
On December 13, 1999, the Board of Directors of the Company was
reconstituted and currently consists of Gary L. Pechota, Edward Brodsky, Dean
Boylan, Rafael Martinez-Ynzenga, Manuel de Melgar y Oliver, Andrew C. Culbert,
Jose Ignacio Martinez-Ynzenga and Fernando Ferreras Fernandez.
The terms of Purchaser's financing for the Offer and the merger are
described in Purchaser's Offer to Purchase, dated November 10, 1999, which is
incorporated herein by reference.
Additional information regarding the Offer and the merger, including
descriptions thereof and of any arrangements or understandings with respect to
the election of directors and other matters, is included in the Company's
Solicitation/Recommendation Statement on Schedule 14D-9, which was filed with
the Securities and Exchange Commission on November 10, 1999 (the "Schedule
14D-9) and provided to the Company's stockholders. The Schedule 14D-9 is hereby
incorporated herein by reference.
A copy of the press release announcing the consummation of the Offer is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit 99.1 - Press release, dated November 10, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Giant Cement Holding, Inc. has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: December 13, 1999
GIANT CEMENT HOLDING, INC.
By: /s/ Terry Kinder
Terry L. Kinder
Vice President and Chief Financial
Officer
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For Immediate Release
CEMENTOS PORTLAND, S.A.
TENDER OFFER FOR GIANT CEMENT HOLDING, INC.
SUCCESSFULLY COMPLETED
NEW YORK AND MADRID (December 10, 1999) - - Cementos Portland, S.A.
("CP") announces the successful completion of its tender offer to purchase all
of the outstanding shares of common stock of Giant Cement Holding, Inc.("Giant")
at U.S. $31.00 net per share in cash.
The tender offer expired at 12:00 midnight, New York City time, on
Thursday, December 9, 1999. CP accepted for payment over 8.5 million shares of
Giant's common stock.
As a result of the tender offer, CP now owns approximately 98% of
Giant's approximately 8.7 million outstanding shares of common stock. CP intends
promptly to complete the acquisition by means of a second-step merger in which
the remaining shareholders of the Company will receive US $31.00 net per share
in cash.
The United Sates Department of Justice has approved the transaction.
For Additional Information, contact: Manuel de Melgar y Oliver at 011-3491
396-0100 in Madrid, Spain or Terry Kinder at (843)851-9898 in the United States.
