================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
-----------------------
Date of Report: September 14, 2005
CEMEX, S.A. de C.V.
-------------------
(Exact name of Registrant as specified in its charter)
CEMEX Corp.
-----------
(Translation of Registrant's name into English)
United Mexican States
---------------------
(Jurisdiction of incorporation or organization)
Av. Ricardo Margain Zozaya #325, Colonia Valle del Campestre
Garza Garcia, Nuevo Leon, Mexico 66265
------------------------------------------------------------
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
----- -----
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
----- -----
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
N/A
================================================================================
================================================================================
Contents
1. Press release issued by CEMEX, S.A. de C.V. ("CEMEX"), dated September
12, 2005, announcing that it intends to commence a non-dilutive equity
offering (attached hereto as exhibit 1).
2. Press release issued by CEMEX, dated September 12, 2005, providing
guidance with respect to its projected earnings for the third quarter
of 2005 (attached hereto as exhibit 2).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
CEMEX, S.A. de C.V. has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
CEMEX, S.A. de C.V.
-----------------------------
(Registrant)
Date: September 13, 2005 By: /s/ Rafael Garza
-------------------------------------- -------------------------
Name: Rafael Garza
Title: Chief Comptroller
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
1 Press release issued by CEMEX, S.A. de C.V. ("CEMEX"), dated
September 12, 2005, announcing that it intends to commence a
non-dilutive equity offering.
2 Press release issued by CEMEX, dated September 12, 2005,
providing guidance with respect to its projected earnings for
the third quarter of 2005.
EXHIBIT 1
Media Relations Investor Relations Analyst Relations
Jorge Perez Abraham Rodriguez Ricardo Sales
(52 81) 8888-4334 (52 81) 8888-4262 (212) 317-6008
[CEMEX GRAPHIC OMITTED]
CEMEX ANNOUNCES NON-DILUTIVE
EQUITY OFFERING
MONTERREY, MEXICO, September 12, 2005 - CEMEX, S.A. de C.V. (NYSE: CX) announced
today that it intends, subject to market and other conditions, to commence a
global public offering of 27 million of its American Depositary Shares (ADSs)
plus up to an additional 3.99 million ADSs to cover over-allotments, through a
Mexican trust created to sell the ADSs in the offering. This transaction will
not increase the number of shares outstanding and thus will not dilute existing
shareholders. Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. will
act as joint bookrunning managers for the offering.
The ADSs are being offered in connection with the unwinding of several forward
contracts entered into between certain banks and CEMEX. The proceeds of the sale
of the ADSs being offered will be applied against amounts CEMEX is obligated to
pay under the forward contracts in respect of the ADSs sold, with remaining
amounts payable to CEMEX.
A shelf Registration Statement relating to these securities has been filed with
the Securities and Exchange Commission and is effective. This announcement shall
not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be 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.
The offering is made solely by prospectus. Copies of the prospectus supplement
and prospectus, when available, may be obtained from the Prospectus departments
of Citigroup Global Markets Inc. or J.P. Morgan Securities Inc. at the following
addresses:
Citigroup Global Markets Inc. J.P. Morgan Securities Inc.
Brooklyn Army Terminal One Chase Manhattan Plaza
140 58th Street Floor 5B
Brooklyn, NY 11220 New York, NY 10081
Tel: (718) 765-6732 Tel: (212) 552-5164
Fax: (718) 765-6734 Fax: (212) 552-5319
CEMEX is a growing global building solutions company that provides products of
consistently high quality and reliable service to customers and communities in
more than 50 countries throughout the world. The company improves the well-being
of those it serves through its relentless focus on continuous improvement and
efforts to promote a sustainable future. For more information, visit
www.CEMEX.com.
This press release contains forward-looking statements and information that are
necessarily subject to risks, uncertainties and assumptions. The proposed ADS
offering is dependent upon market conditions, which are subject to change. In
addition, many factors could cause the actual results, performance or
achievements of CEMEX to be materially different from those expressed or implied
in this release, including, among others, changes in general economic,
political, governmental and business conditions globally and in the countries in
which CEMEX does business, changes in interest rates, changes in inflation
rates, changes in exchange rates, the level of construction generally, changes
in cement demand and prices, changes in raw material and energy prices, changes
in business strategy and various other factors. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described herein. CEMEX
assumes no obligation to update or correct the information contained in this
press release.
EXHIBIT 2
Media Relations Investor Relations Analyst Relations
Jorge Perez Abraham Rodriguez Ricardo Sales
(52 81) 8888-4334 (52 81) 8888-4262 (212) 317-6008
[CEMEX GRAPHIC OMITTED]
CEMEX PROVIDES GUIDANCE FOR
THE THIRD QUARTER OF 2005
MONTERREY, MEXICO, September 12, 2005 - CEMEX, S.A. de C.V. (NYSE: CX) announced
today that it expects EBITDA for the quarter ending September 30, 2005 of close
to US$1.0 billion, an increase of about 50% versus the year earlier period,
while operating income is expected at about US$750 million, 52% higher than the
same period a year ago. For the third quarter, CEMEX expects revenue of about
US$4.4 billion, an increase of 115% versus the same period a year ago. Revenue
and EBITDA are expected to be in line with those of second quarter 2005. For the
first nine months of the year, CEMEX expects EBITDA in excess of US$2.6 billion,
while revenue is expected at about US$11.4 billion, increases of about 39% and
94% respectively. These results include the effect of consolidating the RMC
group starting March 1st 2005.
The mark-to-market of our derivatives position has improved by US$281 million
since June 30, 2005, from a positive US$149 million to positive US$430 million
as of September 9, 2005. More than 95% percent of the improvement will flow
through our income statement during the third quarter.
Rodrigo Trevino, Chief Financial Officer, said: "Our strong year to date
performance puts us on track to achieve our stated full-year EBITDA guidance and
to increase our estimates for free cash flow, which is now expected at US$1.9
billion in 2005. As a result of our solid operating performance and
de-leveraging efforts since the RMC acquisition, we expect to achieve a leverage
ratio of net debt to EBITDA of 2.7 times or better by the end of the third
quarter, and about 2.5 times by the end of the year."
For the third quarter, CEMEX Mexico's domestic cement volume is expected to
remain flat versus the same quarter a year ago and is expected to be 1% lower
for the first nine months of the year versus the same period of last year.
Cement volume year to date has been driven primarily by the residential sector
and to a lesser extent by spending in infrastructure. The self-construction
sector remains stable. For the full year, cement volume growth is now expected
to be flat versus 2004.
Cement sales volumes for CEMEX's operations in the United States are expected to
increase 2% in the third quarter versus the same quarter of last year. This
increase includes the effect of the consolidation of RMC's operations for third
quarter 2005 and the sale of assets completed on March 31, 2005. For the first
nine months of 2005 cement volumes are expected to increase 4% versus the same
period in 2004.
In the United States, on a like-to-like basis for the ongoing operations, cement
volumes would have increased 6% both for the quarter and the first nine months
of the year versus the same periods last year. For the full year, we continue to
expect cement sales volumes to increase about 5% versus 2004 on a like-to-like
basis.
All segments of cement demand in the United States have been strong during the
year. The residential sector continues to benefit from favorable interest-rate
environment, while spending on infrastructure - especially on street and highway
construction and maintenance - remains strong.
Cement sales volumes for CEMEX's operations in Spain are expected to remain flat
versus the third quarter of last year, and to increase 5% for the first nine
months of 2005 compared to the same period in 2004. Residential construction has
been one of the main drivers of demand during the year. Spending in
infrastructure has also contributed to the increased levels of cement demand
year to date. For the full year, we are increasingly confident that we will meet
our 3% volume growth in the full year guidance.
In the United Kingdom, cement sales volumes for the third quarter are expected
to decrease by about 3% versus RMC's volumes for the third quarter of last year.
For the first nine months of the year, cement volumes are expected to decline by
about 2% compared to those of RMC for the same period of last year. The
reduction in volumes is mainly due to a decline in spending on the
infrastructure and maintenance and repairs sectors. In addition, the residential
construction sector continues to reduce its growth rate compared to last year.
For the full year, we now expect cement volumes to decrease between 2% and 3%
versus RMC's 2004 volumes.
The performance of the rest of the portfolio for the year is, in the aggregate,
in line with our previously stated guidance. We expect full-year EBITDA and free
cash flow to benefit from the positive momentum experienced during the first
nine months of the year as well as from the incorporation of the RMC operations.
Guidance numbers are calculated on the basis of market close exchange rates as
of September 9, 2005.
CEMEX is a growing global building solutions company that provides products of
consistently high quality and reliable service to customers and communities in
more than 50 countries throughout the world. The company improves the well-being
of those it serves through its relentless focus on continuous improvement and
efforts to promote a sustainable future. For more information, visit
www.cemex.com.
-- ### --
This press release contains forward-looking statements and information that are
necessarily subject to risks, uncertainties and assumptions. Many factors could
cause the actual results, performance or achievements of CEMEX to be materially
different from those expressed or implied in this release, including, among
others, changes in general economic, political, governmental and business
conditions globally and in the countries in which CEMEX does business, changes
in interest rates, changes in inflation rates, changes in exchange rates, the
level of construction generally, changes in cement demand and prices, changes in
raw material and energy prices, changes in business strategy and various other
factors. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those described herein. CEMEX assumes no obligation to update or
correct the information contained in this press release.
EBITDA is defined as operating income plus depreciation and amortization. Free
Cash Flow is defined as EBITDA minus net interest expense, capital expenditures,
change in working capital, taxes paid, dividends on preferred equity and other
cash items. Net debt is defined as total debt plus equity obligations minus cash
and cash equivalents. The net debt to EBITDA ratio is calculated by dividing net
debt at the end of the quarter by EBITDA for the last twelve months. EBITDA for
the last twelve months includes the estimated EBITDA for RMC for those periods
not consolidated in CEMEX. All of the above items are presented under generally
accepted accounting principles in Mexico. EBITDA and Free Cash Flow (as defined
above) are presented herein because CEMEX believes that they are widely accepted
as financial indicators of CEMEX's ability to internally fund capital
expenditures and service or incur debt. EBITDA and Free Cash Flow should not be
considered as indicators of CEMEX's financial performance, as alternatives to
cash flow, as measures of liquidity or as being comparable to other similarly
titled measures of other companies.