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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: October 26, 2004
CEMEX, S.A. de C.V.
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(Exact name of Registrant as specified in its charter)
CEMEX Corp.
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(Translation of Registrant's name into English)
United Mexican States
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(Jurisdiction of incorporation or organization)
Av. Ricardo Margain Zozaya #325, Colonia del Valle Campestre
Garza Garcia, Nuevo Leon, Mexico 66265
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(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
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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
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If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b):
N/A
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Contents
1. Press release issued by CEMEX, S.A. de C.V. ("CEMEX"), dated October
25, 2004, announcing that RMC Group p.l.c. ("RMC") posted to its
shareholders the scheme of arrangement document relating to the
recommended acquisition of RMC by CEMEX UK Limited, a wholly-owned
subsidiary of CEMEX (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.
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(Registrant)
Date: October 26, 2004 By: /s/ Ramiro Villarreal
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Name: Ramiro Villarreal
Title: General Counsel
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
1 Press release issued by CEMEX, S.A. de C.V.
("CEMEX"), dated October 25, 2004, announcing
that RMC Group p.l.c. ("RMC") posted to its
shareholders the scheme of arrangement
document relating to the recommended
acquisition of RMC by CEMEX UK Limited, a
wholly-owned subsidiary of CEMEX.
EXHIBIT 1
RMC Group p.l.c. and CEMEX, S.A. de C.V.
25 October 2004
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
AUSTRALIA, CANADA OR JAPAN
FOR IMMEDIATE RELEASE
RMC GROUP p.l.c.
RECOMMENDED ACQUISITION BY CEMEX UK LIMITED, A SUBSIDIARY OF
CEMEX, S.A. de C.V.
POSTING OF SCHEME DOCUMENT
RMC and CEMEX announce that RMC has today posted to Shareholders the Scheme
Document relating to the recommended acquisition by CEMEX UK of RMC.
The Acquisition is being implemented by way of a scheme of arrangement under
section 425 of the Companies Act 1985. The Court Meeting and the Extraordinary
General Meeting of RMC Shareholders to approve the Scheme will be held on 17
November 2004. Subject to the receipt of regulatory clearances, it is expected
that the Scheme will become effective on 12 January 2005.
Terms defined in the recommended acquisition announcement issued by RMC and
CEMEX dated 27 September 2004 have the same meaning in this announcement.
Enquiries:
RMC Tel: +44 (0) 1932 568 833
Gary Rawlinson (Investor Relations)
Tim Stokes (Media Relations)
Cazenove JPMorgan
(Financial Adviser and Corporate Broker to RMC) (Financial Adviser to RMC)
Tel: +44 (0) 20 7588 2828
Nick Wiles Tel: +44 (0) 20 7742 4000
Piers Coombs Robert McGuire
Roger Clarke Henry Lloyd
Eamon Brabazon
ABN Amro Hoare Govett Tel: +44 (0) 20 7601 0101
(Corporate Broker to RMC)
Peter Meinertzhagen
Chris Zeal
Citigate Dewe Rogerson Tel: +44 (0) 20 7638 9571
(PR Adviser to RMC)
Jonathan Clare
Michael Berkeley
CEMEX
Javier Trevino (Media Relations) Tel: +44 (0) 20 7379 5151
Maher Al-Haffar (Investor Relations) Tel: +1 212 317 6006
Goldman Sachs International Citigroup
(Financial Adviser and Corporate Broker (Financial Adviser and
to CEMEX and CEMEX UK) Corporate Broker to CEMEX
Tel: +44 (0) 20 7774 1000 and CEMEX UK)
Simon Dingemans Tel: +44 (0) 20 7986 4000
Basil Geoghegan Philip Robert-Tissot
Cyrus Shabi
Jan Skarbek
The Maitland Consultancy Tel: +44 (0) 20 7379 5151
(PR Adviser to CEMEX and CEMEX UK)
Angus Maitland
Philip Gawith
The directors of RMC accept responsibility for the information contained in
this announcement and confirm that, to the best of their knowledge and belief
(having taken all reasonable care to ensure that such is the case), the
information contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such information.
The directors of CEMEX UK and the directors of CEMEX accept responsibility for
the information contained in this announcement relating to CEMEX UK and CEMEX.
To the best of the knowledge and belief of the directors of CEMEX UK and the
directors of CEMEX (who have taken all reasonable care to ensure that such is
the case), the information contained in this announcement for which they are
responsible is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Cazenove, which is regulated by the Financial Services Authority, is acting as
financial adviser and corporate broker to RMC in connection with the
Acquisition and no one else and will not be responsible to anyone other than
RMC for providing the protections afforded to customers of Cazenove or for
providing advice in relation to the Acquisition, or the contents of this
announcement.
JPMorgan, which is regulated by the Financial Services Authority, is acting as
financial adviser to RMC in connection with the Acquisition and no one else
and will not be responsible to anyone other than RMC for providing the
protections afforded to customers of JPMorgan or for providing advice in
relation to the Acquisition, or the contents of this announcement.
Hoare Govett, which is regulated by the Financial Services Authority, is
acting as corporate broker to RMC in connection with the Acquisition and no
one else and will not be responsible to anyone other than RMC for providing
the protections afforded to customers of Hoare Govett or for providing advice
in relation to the Acquisition, or the contents of this announcement.
Citigroup and Goldman Sachs International, which are regulated by the
Financial Services Authority, are acting as financial advisers and corporate
brokers to CEMEX and CEMEX UK in connection with the Acquisition and no one
else and will not be responsible to anyone other than CEMEX and CEMEX UK for
providing the protections afforded to their respective customers or for
providing advice in relation to the Acquisition, or the contents of this
announcement.