-----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, O9fMSBCwVxyR3F9JLD7yH8xmZoa9VeHEgQvaOcpgG0R4BwPzJVAUK+B9cBzXkOta 5CKDNDiafv5BljcN7c8CpQ== 0000950144-96-003458.txt : 19960617 0000950144-96-003458.hdr.sgml : 19960617 ACCESSION NUMBER: 0000950144-96-003458 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960614 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-02483 FILM NUMBER: 96581493 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 424B3 1 PUERTO RICAN CEMENT COMPANY 424(B)(3) 1 Filed Pursuant to Rule 424(b)(3) Registration No. 333-02483 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 June 12, 1996, the closing price of the Common Stock was $31.75. ________________________ 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 JUNE 14, 1996. 2 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 Form 10-Q for the quarter ended March 31, 1996 and its Annual Report on Form 10-K for the year ended December 31, 1995, both of which have been filed with the Commission pursuant to the Exchange Act. All documents filed by the Company pursuant to 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- 3 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- 4 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, Hato Rey, Puerto Rico. 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- 5 =============================================================================== 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 AN 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 ________________ June 14, 1996 ============================================================================== -----END PRIVACY-ENHANCED MESSAGE-----