-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DBkdkfyC4QzSJfBpoC614LaWhWo3vsPIkDBRBb3CH898xhDJ/MK31PJT29uB337b FCPB+diTUk5sYW2xuUFSjg== 0000950144-96-001623.txt : 19960416 0000950144-96-001623.hdr.sgml : 19960416 ACCESSION NUMBER: 0000950144-96-001623 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960412 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUERTO RICAN CEMENT CO INC CENTRAL INDEX KEY: 0000081076 STANDARD INDUSTRIAL CLASSIFICATION: CEMENT, HYDRAULIC [3241] IRS NUMBER: 516601895 STATE OF INCORPORATION: PR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-02483 FILM NUMBER: 96546846 BUSINESS ADDRESS: STREET 1: P.O.BOX 364487 CITY: SAN JUAN STATE: PR ZIP: 00936-4487 BUSINESS PHONE: 8097833000 MAIL ADDRESS: STREET 2: POST OFFICE BOX 364887 CITY: SAN JUAN STATE: PR ZIP: 09336-4487 S-3 1 PUERTO RICAN CEMENT COMPANY, INC. FORM S-3 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
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 Common Stock, $1.00 par value . . . . . . . . . 106,229 $33.50 $3,558,672 $1,228
(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. ================================================================================ 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. 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- 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.
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) - -------------------------------- ------------------- ----------------- -------------- ------------- 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
__________________ (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- 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- 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
Page ---- 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
=============================================================================== =============================================================================== 106,229 SHARES Puerto Rican Cement Company, Inc. COMMON STOCK ________________ PROSPECTUS ________________ April ___, 1996 ============================================================================== 7 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. 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 ========
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 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 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 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. /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
II-4 12 /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
II-5 13 INDEX TO EXHIBITS
Sequential Exhibit No. Description Page Number ----------- ----------- ----------- 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).
II-6 EX-4 2 SPECIMEN COPY OF COMMON STOCK CERTIFICATE 1 EXHIBIT 4 --------- PUERTO RICAN CEMENT COMPANY, INC. [COMMON STOCK CERTIFICATE] 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. EX-5.1 3 OPINION OF LEBOEVE, LAMB, GREENE & MACRAE 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, EX-5.2 4 OPINION OF TOTTI RODRIGUEZ 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, EX-23.3 5 CONSENT OF PRICE WATERHOUSE 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 -----END PRIVACY-ENHANCED MESSAGE-----