SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934.
(AMENDMENT NO. 1)
PUERTO RICAN CEMENT COMPANY, INC.
(Name of Subject Company (Issuer))
TRICEM ACQUISITION, CORP.,
an indirect wholly owned subsidiary of
CEMEX, S.A. de C.V.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
------------------
745075-10-1
(CUSIP Number of Class of Securities)
Ramiro Villarreal
CEMEX, S.A. de C.V.
Ave. Constitucion 444 Pte.
Monterrey, Nuevo Leon, Mexico 64000
Telephone: (011-528) 328-3000
(Name, address and telephone number of
person authorized to receive
notices and communications on
behalf of filing persons)
Copies to:
Randall H. Doud, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
Telephone: 212-735-3000
CALCULATION OF FILING FEE
==============================================================================
Transaction Valuation* Amount of Filing Fee**
$180,196,590 $16,578.09
==============================================================================
* For purposes of calculating amount of filing fee only. This amount
assumes the purchase of all outstanding shares of common stock of
Puerto Rican Cement Company, Inc. The amount of the filing fee
calculated in accordance with Rule 0-11 of the Securities Exchange Act
of 1934, as amended, equals $92 for every $1,000,000 of the
transaction value.
** Previously paid.
[_] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
statement number or the Form or Schedule and the date of its
filing.
Amount Previously Paid: N/A Form or Registration No.: N/A
Filing party: N/A Date Filed: N/A
[_] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [_]
This Amendment No.1 to the Tender Offer Statement on Schedule TO (the
"Schedule TO"), filed initially with the Securities and Exchange Commission
on July 1, 2002, relates to the offer by Tricem Acquisition, Corp. (the
"Purchaser"), a Puerto Rico corporation and an indirect wholly owned
subsidiary of CEMEX, S.A. de C.V., a company organized under the laws of
the United Mexican States ("CEMEX"), to purchase all outstanding shares of
common stock of Puerto Rican Cement Company, Inc., a Puerto Rico
corporation (the "Company"), par value $1.00 per share (the "Shares"), at
U.S. $35.00 per share, net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated July 1, 2002 (the "Offer to Purchase"), and in the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, constitute the "Offer"), which were filed as Exhibits (a)(1) and
(a)(2), respectively, to the Schedule TO. Unless otherwise defined herein,
all capitalized terms used herein shall have the respective meanings given
such terms in the Offer to Purchase.
Item 11. Additional Information.
(a)-(b) Item 11 is hereby amended and supplemented to add the
following:
On July 8, 2002, CEMEX issued a press release in English
and Spanish, copies of which are attached hereto as Exhibits (a)(12) and
(a)(13), announcing that (A) the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, applicable to the purchase
of the Shares pursuant to the Offer was terminated early on July 3, 2002,
(B) the United States Nuclear Regulatory Commission had no regulatory
objection to the tender offer and (C) the Company had received the consents
under its or its subsidiaries' credit agreements with Banco Popular de
Puerto Rico required in connection with the tender offer.
Item 12. Exhibits.
(a)(12) Press Release issued by CEMEX (English version) on July 8,
2002.
(a)(13) Press Release issued by CEMEX (Spanish version) on July 8, 2002.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Tricem Acquisition, Corp.
By: /s/ Jill Simeone
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Name: Jill Simeone
Title: Assistant Secretary
CEMEX, S.A. de C.V.
By: /s/ Ramiro G. Villarreal
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Name: Ramiro G. Villarreal
Title: General Counsel
Dated: July 8, 2002
EXHIBIT INDEX
Exhibit No. Exhibit Name
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(a)(12) Press Release issued by CEMEX (English version) on
July 8, 2002.
(a)(13) Press Release issued by CEMEX (Spanish version) on
July 8, 2002.