UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form CB
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to file this Form:
Securities Act Rule 801 (Rights Offering) |_|
Securities Act Rule 802 (Exchange Offer) |X|
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) |X|
Exchange Act Rule 14d-1(c) (Third Party Tender Offer) |_|
Exchange Act Rule 14e-2(d) (Subject Company Response) |_|
Filed or submitted in paper if permitted by Regulation
S-T Rule 101(b)(8) |_|
CEMEX, S.A. de C.V.
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(Name of Subject Company)
CEMEX Corp.
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(Translation of Subject Company's Name into English (if applicable))
United Mexican States
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(Jurisdiction of Subject Company's Incorporation or Organization)
CEMEX, S.A. de C.V.
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(Name of Person(s) Furnishing Form)
Options to purchase Ordinary Participation
Certificates (CPOs), each CPO representing one Series
A share and two Series B shares of
CEMEX, S.A. de C.V., issued pursuant to the
CEMEX, S.A. de C.V. Employee Stock Option Plan
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(Title of Class of Subject Securities)
Not Applicable
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(CUSIP Number of Class of Securities (if applicable))
Jill Simeone
CEMEX NY Corp.
590 Madison Avenue, 41st Floor
New York, New York 10022
(Tel) +1-212-317-6000
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(Name, Address (including zip code) and Telephone Number
(including area code) of Person(s) Authorized to Receive
Notices and Communications on Behalf of Subject Company)
with a copy to:
Robert M. Chilstrom, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(Tel) +1-212-735-3950
January 30, 2004
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(Date Tender Offer/Rights Offering Commenced)
PART I - INFORMATION SENT TO SECURITY HOLDERS
Item 1. Home Jurisdiction Documents
(a) An English version of the 2004 Option Exchange Program Brochure
disseminated to participants in the CEMEX. S.A. de C.V. Employee
Stock Option Plan on January 30, 2004 is attached to this Form CB
as Exhibit A.
(b) Not Applicable
Item 2. Informational Legends
A legend in compliance with Rule 802(b) of the Rules and Regulations of the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, has been included on the cover page of the 2004 Option Exchange
Program Brochure listed in Item 1 above.
PART II - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
(1) Not Applicable
(2) Not Applicable
(3) Not Applicable
PART III - CONSENT TO SERVICE OF PROCESS
(1) CEMEX, S.A. de C.V. is filing with the Securities and Exchange
Commission a written irrevocable consent and power of attorney on
Form F-X concurrently with the furnishing of this Form CB.
(2) Not Applicable
PART IV - SIGNATURES
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.
/s/ Rodrigo Trevino
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(Signature)
Rodrigo Trevino, Chief Financial Officer
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(Name and Title)
February 2, 2004
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(Date)
EXHIBIT INDEX
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Exhibit
Number Description
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Exhibit A English version of 2004 Option Exchange Program Brochure
disseminated to participants in the CEMEX. S.A.
de C.V. Employee Stock Option Plan on January 30, 2004.
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INFORMATION BULLETIN
[GRAPHIC OMITTED]
Summary of CEMEX'S Stock Option
Exchange Program
CEMEX'S SUCCESS. You work hard to help CEMEX succeed. Through the Long-Term
Variable Compensation Plan, CEMEX rewards you for your contributions to the
company's success. Since 1995, ESOPs have been a key part of your total
compensation.
Now, CEMEX is evolving to a new program and offers you the opportunity to
modify the profile of your options.
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Notice to U.S. Residents Exchange Program
This exchange offer is made for the During the past three years, use of Restricted Stock has increased
securities of a foreign company. The offer is at global companies in the U.S.A. such as Coca-Cola, GE, IBM,
subject to disclosure requirements of a Microsoft, and many others.
foreign country that are different from those
of the United States.
It may be difficult for you to enforce your The exchange:
rights and any claim you may have arising
under the U.S. federal securities laws, since CEMEX is offering to exchange your current ESOPs for new ones.
the issuer is located in a foreign country,
and some or all of its officers and directors You can decide to exchange all (100%) or a portion (70% or 30% or
may be residents of a foreign country. You 0%) of your current ESOPs for new ones at a given exchange ratio.
may not be able to sue a foreign company or
its officers or directors in a foreign court The new ESOPs:
for violations of the U.S. securities laws.
It may be difficult to compel a foreign o Will pay US$0.10 per new ESOP per annum growing annually
company and its affiliates to subject at 10% until maturity or exercise.
themselves to a U.S. court's judgment.
o Will have a strike price of US$ 5.05 growing at the same
You should be aware that the issuer may rate (7%) than the current programs.
purchase securities otherwise than under the
exchange offer, such as in open market or o The new options will have a life of 8.4 years.
privately negotiated purchases.
o When exercised, your gain will be invested in restricted
CPOs at a 20% discount to market.
o Will be automatically exercised when the CPO price reaches
US $7.50.
Can be exercised by the executive below $7.50, receiving the
appreciation (difference in CPO price on exercise date and strike
price as of that date) in restricted CPOs instead of cash.
Exchange Your Current Stock Options
Between January 30 and February 13, 2004,
CEMEX is offering current ESOP participants a
new plan.
You will have the opportunity to exchange
your current options for new options that
provide you with a growing annual payment and
offer you restricted stock at a discount upon
exercise.
This program is voluntary, and it is a
one-time only offer.
INFORMATION BULLETIN
Why Participate? CPOs' restriction:
Participating in the Option Exchange Program Restricted CPOs are CEMEX CPOs that are held in a trust on your
offers some key benefits: behalf. You own them but you cannot sell or transfer them until
the restriction expires, that is, when they become vested.
Provides you an annual stream of cash during the
life of the option until exercise. Restricted CPOs exchanged in 2004 will vest at 1.67% every month
from the day you receive them. Totally vested in 5 years.
You continue to participate in CEMEX's growth.
Restricted CPOs exchanged in 2005 will vest at 2.08% every month
Reduces portfolio volatility. from the day you receive them. Totally vested in 4 years.
Value of vested and non-vested ESOPs will be Restricted CPOs exchanged in 2006 will vest at 2.78% every month
considered equal for exchange purposes. from the day you receive them. Totally vested in 3 years.
All your new ESOPs will become vested
immediately. Restricted CPOs exchanged in or after 2007 will vest at 4.17%
every month from the day you receive them. Totally vested in
2 years.
In case of death, ESOPs will be automatically exchanged into
unrestricted CPOs at a ratio of one CPO for every three
ESOPs.
CPOs will become unrestricted for people 60 years old or
older who are participating in CEMEX's retirement programs.
Participation is Voluntary
You are not obligated to take part in this exchange program.
If you choose not to participate, your options will remain
unchanged.
INFORMATION BULLETIN
It's Your Decision How the Exchange Program Works
Between January 30 and February 13, 2004, You will have access to a Lotus Notes tool that will provide
CEMEX is offering current ESOP participants a you with:
new plan. Each plan has a different exchange
ratio, as shown in the chart below: o A summary of your current ESOPs
One Current ESOP ... ...Can be exchanged for o The exchange conversion ratio for each of your options
this many New ESOPs
o A tool to simulate different scenarios
ESOP NOV 01 1.049
o The forms you will have to sign in order to participate
ESOP DEC 01 1.046
VESOP ABR 02 0.938 To participate in the Exchange Program, you must exchange:
VESOP MAY 02 0.976 o All of your current options or
ESOP JUN 02 0.946 o 70% of your current options or
ESOP DEC 02 1.177 o 30% of your current options
ESOP JUN 03 1.239 The portion you are exchanging will be taken pro-rata from
each plan in your portfolio.
ESOP DEC 03 1.114
This is a limited-time opportunity. Read the
information in this bulletin to help you
decide if exchanging your options is right
for you.
INFORMATION BULLETIN
Questions
If you have any questions about the Restricted Stock Exchange Program, please contact your regional or local Human
Resources area, or the following executives:
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Person Area Telephone CEMEX.net/email
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Alberto Madero Human Resources 52 (81) 8888 4164 8052 3 4164
Alejandro Lopez Human Resources 52 (81) 8888 4185 8052 3 4185
Gerardo A. Guerra Finance 52 (81) 8888 4154 8052 3 4154
Carlos PerezSandi Finance 52 (81) 8888 4241 8052 3 4241
Edgar Rodriguez Ramirez Human Resources 52 (81) 8888 4264 8052 3 4264
Ernesto Sanchez(for tax info) KPMG Miami, FL, USA:(305) 913 2764 us-cemex@kpmg.com
Please do not discuss your questions with anyone inside or outside CEMEX except designated contacts listed in the table
above
INFORMATION BULLETIN
Important Factors to Consider As you consider the opportunity to take part in the Exchange Program, it is important for
you to understand the implications of your participation. The chart below provides a number of factors to consider.
If you remain in the current ESOP If you participate in the Exchange Program
Taxes Mexican residents: Mexican residents:
Exchanging your current stock options for new
Historically, earnings on stock options-- known options will not generate additional tax payments.
as "capital gains"-- are not subject to tax in
Mexico. The US$0.10 growing annual payment will be paid
net of taxes.
Residents of countries other than Mexico:
Your gains are generally subject to tax in your Exercise of the new options and disposal of
country; contact KPMG for more information. restricted shares (once restrictions lapse) should
be treated as "capital gains" and will not be
subject to tax in Mexico assuming the current
fiscal law remains unchanged.
KPMG will assist you to review your specific
case, and will assist you to report the
exchange in your tax return. For more
information about taxation, call the KPMG
representative listed on information.
Residents of countries other than Mexico:
Exchanging your current stock options for new
options will not generate additional tax
payments.
The US$0.10 growing annual payment will be
paid net of taxes.
In general, exercise of the new options and
disposal of restricted shares (once
restrictions lapse) are subject to tax in your
country. Please note that timing differences
between the moment your taxes are due and the
moment you receive the cash proceeds of your
new options will take place. If requested by
you, CEMEX could assist with a loan that will
be due when you receive your cash proceeds.
For more information about taxation, call the
KPMG representative listed on information.
Vesting The more recent plans are not yet vested All your new ESOPs will be immediately vested.
Restricted CPOs will be vested in two to five
years, according to the schedule shown on this
bulletin.
Remaining Term Between seven and ten years 8.4 years.
Potential If during the life time the CEMEX CPO price Your new options provide you with an annual stream
Gain /Loss is lower than the exercise price, you do not of cash regardless of the CPO price. Upon exercise
obtain gains; however, if the CPO price increases appreciation will be invested in Restricted CPOs
significantly, gains may be larger and in cash. at a 20% discount.
Total apreciation will be limited by the
maximum CPO price of US$7.50.
Q&A
[GRAPHIC OMITTED]
Questions and Answers
Overview of Changes
1. What is changing? 2. Why is CEMEX making these changes?
CEMEX is changing the current Long Term variable CEMEX is evolving to a new compensation program in order to
compensation plan effective June, 2004, and better align executive interests with those of our shareholders.
it is offering an Exchange Program between
January 30 and February 13, 2004.
Q&A
New Exchange Program
1. What is the New Exchange Program? 5. Why should I participate?
The New Option Exchange Program offers you the
opportunity to exchange your current options for o Provides you a growing annual stream of cash during the
new options. life of the option until exercise.
2. How is the new compensation program changing? o You continue to participate in CEMEX's growth.
Starting June 2004, CEMEX will provide CPOs o Reduces portfolio volatility.
instead of options as long-term variable
compensation. o Value of vested and non-vested ESOPs will be considered
equal for exchange purposes.
3. Do I have to participate in the Exchange
Program? o All your new ESOPs will become vested.
No, your participation is voluntary. 6. What do I have to do if I want to participate in the Program?
4. How does the Exchange Program work?
You complete the exchange authorization form that You have to complete the authorization form that you will
authorizes CEMEX to exchange all or a portion of receive in your e-mail by February 13, 2004. Make sure
your current options for new ones. Upon exercise that you receive your confirmation notice by Lotus Notes after
of your new options you will receive Restricted you submit your response.
CPOs, which will be deposited in a trust until
the restriction ends, when you can sell or
transfer them.
7. Will the new program recognize dividends in the 12. Can I exchange only
some of my options? same way that the ESOP does?
Yes you can exchange 100%, 70%, 30% or 0% of your current options.
Yes.
8. Is the new program as good as the current 13. What if I do not complete the authorization form?
program?
If you do not sign and submit the authorization form and receive
It depends. For a risk-averse person the new your confirmation notice via Lotus Notes by February 13, 2004,
program provides downside protection via a growing CEMEX will assume that you do not want to participate. Your
annual stream of cash. A more aggressive executive current stock options will remain unchanged.
with a very positive view on CEMEX's share price
will be better off with the current program. A mix 14. When do I have to make a decision?
of options is also possible according to your risk
profile. You have the opportunity to elect to participate in the Exchange
Program only from January 30 to February 13, 2004.
9. How would devaluation affect the plan?
15. Will I have another opportunity to participate in the Exchange
Devaluation will make more difficult for the CPO Program?
price to reach the required US $7.50 that triggers
the mandatory exchange. No. This is a one-time only offer to current participants.
10. What can I do with my Restricted Stocks? 16. What happens if I do not participate in the Exchange Program?
You will receive dividends either in cash or If you choose not to participate, your options will remain in the
unrestricted CPOs. Once they are not restricted current plan and will be subject to the provisions that govern you
can sell or transfer them at will. that plan.
11. How do you calculate the number of new
options for the exchange?
Taking into account the theoretical value of
each ESOP program to offer a similar value to
the executive.
Q&A
General Questions
1. What is an ESOP? 3. What does vesting mean?
The Employee Stock Option Plan, or ESOP, is one In this case, vesting refers to the time it takes to be able to
way for you to share in the success of the sell or transfer your stocks.
company. An ESOP gives you the right to purchase
shares of CEMEX stock (CPOs) in the future at a 4. Will I be taxed on any gains?
predetermined price, called your exercise price.
When you exercise your options, you may The tax laws of your country of residence apply. For more
immediately sell your shares and take any gain in information, call the KPMG representative listed in your
cash, or keep your shares of CEMEX stock to information bulletin.
achieve even greater gains in the future if the
stock price rises.
2. What is a Restricted Stock?
The Restricted Stock is common stock, but the
person entitled is not able to sell the stock
until vested.
Q&A
For More Information
Whom can I contact if I have other questions?
If you have questions about the Restricted Stock Exchange Program, please contact:
o Your country's regional or local Human o Carlos PerezSandi,
Resources area CEMEX Finance:
52(83) 8888 4241, cemex.net: 8052 3 4241
o Alberto Madero,
CEMEX Human Resources o Edgar Rodriguez Ramirez,
52(83) 8888 4164, cemex.net: 8052 3 4164 CEMEX Human Resources:
52 (83) 8888 4264, cemex.net: 8052 3 4264
o Alejandro Lopez,
CEMEX Human Resources: o Ernesto Sanchez,
52(83) 8888 4185, cemex.net: 8052 3 4185 KPMG (for tax information),
Miami, FL, USA:
o Gerardo A. Guerra F, (305) 913-27-64 or us-cemex@kpmg.com
CEMEX Finance:
52(83) 8888 4154, cemex.net: 8052 3 4154
Please do not discuss your questions with anyone inside or outside CEMEX except these designated contacts.