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. 2)
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
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
(Name, address and telephone number of person(s) authorized to receive
notices and communications on behalf of filing persons)
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. 2 (this "Amendment No. 2") 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 7. Source and Amount of Funds or Other Consideration.
(a)-(b), (d) Item 7 of the Schedule TO, which incorporates by
reference certain information contained in the Offer to Purchase,
hereby is amended and supplemented as follows:
The subsection entitled "Source and Amount of Funds" of
the Offer to Purchase hereby is amended and supplemented
with the following information:
On July 15, 2002, CEMEX executed two promissory
notes in favor of BBVA Bancomer, S.A., Institucion de
Banca Multiple, Grupo Financiero, BBVA Bancomer, S.A.,
Grand Cayman Branch, British West Indies in the principal
amounts of U.S. $180 million and U.S. $30 million,
respectively. The promissory note in the principal amount
of U.S. $180 million matures on January 10, 2003 and bears
interest at a rate per annum equal to 2.67%. The
promissory note in the principal amount of U.S. $30 million
matures on September 30, 2002 and bears interest at a
rate per annum equal to 2.61%. The promissory notes are
filed as Exhibits (b)(1) and (b)(2) to this Amendment No.
2 and are incorporated by reference herein.
The proceeds of the promissory notes will be
contributed or loaned through several subsidiaries of
CEMEX to the Purchaser, which will use such proceeds to
purchase shares in the Offer and the Merger and to pay
related fees and expenses. In addition, the Purchaser may
use a portion of such proceeds to repay a portion of the
Company's long term indebtedness and bank credit lines
concurrently with or following the consummation of the
Offer or the Merger.
CEMEX and its subsidiaries, including the
Purchaser, expect to repay such amounts borrowed under
the promissory notes through internally generated free
cash flow.
No alternative financing plans or arrangements
have been made in the event that CEMEX or its
subsidiaries making capital contributions and loans to
the Purchaser are unable to borrow the amounts
anticipated under these promissory notes. In the event
that financing is unavailable under these promissory
notes or any alternative financing or arrangement, it is
anticipated that all of the funds necessary to consummate
the Offer and the Merger would come from capital
contributions or intra-company loans to the Purchaser
from subsidiaries of CEMEX, which in turn would be funded
from CEMEX's internally generated free cash flow.
Item 12. Exhibits.
(b)(1) Promissory note, dated as of July 15, 2002, by and among
CEMEX and BBVA Bancomer, S.A., Institucion de Banca
Multiple, Grupo Financiero, BBVA Bancomer, S.A., Grand
Cayman Branch, British West Indies in the amount of
U.S. $180 million.
(b)(2) Promissory note, dated as of July 15, 2002, by and among
CEMEX and BBVA Bancomer, S.A., Institucion de Banca
Multiple, Grupo Financiero, BBVA Bancomer, S.A., Grand
Cayman Branch, British West Indies in the amount of U.S. $30
million.
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
------------------------
Name: Jill Simeone
Title: Assistant Secretary
CEMEX, S.A. de C.V.
By: /s/ Ramiro G. Villarreal
---------------------------
Name: Ramiro G. Villarreal
Title: General Counsel
Dated: July 23, 2002
EXHIBIT INDEX
Exhibit No. Exhibit Name
(b)(1) Promissory note, dated as of July 15, 2002,
by and among CEMEX and BBVA Bancomer, S.A.,
Institucion de Banca Multiple, Grupo
Financiero, BBVA Bancomer, S.A., Grand Cayman
Branch, British West Indies in the amount of
U.S. $180 million.
(b)(2) Promissory note, dated as of July 15, 2002,
by and among CEMEX and BBVA Bancomer, S.A.,
Institucion de Banca Multiple, Grupo
Financiero, BBVA Bancomer, S.A., Grand Cayman
Branch, British West Indies in the amount of
U.S. $30 million.