=============================================================================== 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: February 15, 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 del Valle 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") and RMC Group p.l.c. ("RMC"), dated February 15, 2005, announcing that the U.S. anti-trust authorities cleared the acquisition of RMC by CEMEX UK Limited, a wholly-owned subsidiary of CEMEX, under the applicable U.S. anti-trust legislation (attached hereto as exhibit 1).
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: February 15, 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") and RMC Group p.l.c. ("RMC"), dated February 15, 2005, announcing that the U.S. anti-trust authorities cleared the acquisition of RMC by CEMEX UK Limited, a wholly-owned subsidiary of CEMEX, under the applicable U.S. anti-trust legislation.
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 [OBJECT OMITTED] U.S. AUTHORITIES CLEAR RMC ACQUISITION MONTERREY, MEXICO, February 15, 2005 - CEMEX, S.A. de C.V. (NYSE: CX) is pleased to announce that the U.S. anti-trust authorities have cleared the Acquisition of the RMC Group under the applicable U.S. anti-trust legislation. Accordingly, all of the Regulatory Approvals have now been received. The Court Hearing is scheduled to be held on 28 February 2005, and RMC and CEMEX therefore expect the Scheme to become effective on 1 March 2005. The Scheme Record Time will be 6:00 p.m. on 28 February 2005. CEMEX UK has agreed to dispatch the consideration under the Scheme by 8 March 2005. Terms used in this announcement shall have the same meanings as set out in the Scheme document dated 25 October 2004. The U.S. anti-trust authorities approved the $5.8 billion acquisition of RMC, subject to the divestment of certain ready-mix concrete assets in the metropolitan area of Tucson, Arizona. Accordingly, CEMEX will divest the RMC ready-mix Tucson, Arizona assets that represent less than 0.5% of the total acquisition value of RMC Group. CEMEX is a growing global building solutions company. The company provides consistent quality products and reliable services for customers and communities in more than 30 countries across four continents. CEMEX improves their well-being because of its passion to do things better and care for the future. For more information about the company, 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 future facts to be materially different from those expressed or implied in this release, including, among others, changes in general economic, political, governmental and business conditions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual future facts may vary materially from those described herein. CEMEX assumes no obligation to update or correct the information contained in this press release.