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) +1-212-735-3000
December 3, 2004
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(Date Tender Offer/Rights Offering Commenced)
PART I - INFORMATION SENT TO SECURITY HOLDERS
Item 1. Home Jurisdiction Documents
(a) (1) An English version of the Early Exercise Program Brochure
disseminated on December 3, 2004 to participants in the
CEMEX. S.A. de C.V. Employee Stock Option Plan who participated
in the CEMEX 2004 Option Exchange Program is attached to
this Form CB as Exhibit A.
(2) An English version of the Early Exercise Program Brochure
disseminated on December 3, 2004 to participants in the CEMEX.
S.A. de C.V. Employee Stock Option Plan who did not
participate in the CEMEX 2004 Option Exchange Program is
attached to this Form CB as Exhibit B.
(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 each of the Early Exercise
Program Brochures 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
2
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)
December 3, 2004
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(Date)
3
EXHIBIT INDEX
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Exhibit
Number Description
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Exhibit A English version of the Early Exercise Program Brochure
disseminated on December 3, 2004 to participants in the
CEMEX. S.A. de C.V. Employee Stock Option Plan who
participated in the CEMEX 2004 Option Exchange Program.
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Exhibit B English version of the Early Exercise Program Brochure
disseminated on December 3, 2004 to participants in the
CEMEX. S.A. de C.V. Employee Stock Option Plan who did not
participate in the CEMEX 2004 Option Exchange Program.
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4
Exhibit A
INFORMATIVE BULLETIN
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INTER 04 CEMEX Plan INTER 04 CEMEX Plan
Early Exercise Program Information Early Exercise Program
[GRAPHIC OMITTED]
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CEMEX is facing challenges different from those anticipated at the beginning
of the year. We are therefore offering you the possibility to Early Exercise
your INTERC 04 Plan options (options which resulted from the last exchange in
February 2004), investing the intrinsic value (Accumulated Profit) in
RESTRICTED CPOs. In order to keep the remaining value of your current options,
which you will lose at the time of your Early Exercise, you will receive new
options with different parameters but with a similar value. This program has
benefits for both you and CEMEX.
If you agree to participate in this program, you will receive your Accumulated
Profit in Restricted CPOs at a 20% discount. Additionally, you will receive a
number of options equal to those you have today under the INTERC 04 Plan,
giving you the possibility of obtaining an additional profit in the future,
equivalent to the remaining value of the option you currently have (but with a
lower probability due the higher strike price) and you will maintain the
annual cash flow payment under the current conditions.
Notice to U.S. Residents
This exchange offer is made for the securities of a foreign company. The offer
is subject to disclosure requirements of a foreign country that are different
from those of the United States.
It may be difficult for you to enforce your rights and any claim you may have
arising under the U.S. federal securities laws, since the issuer is located in
a foreign country, and some or all of its officers and directors may be
residents of a foreign country. You may not be able to sue a foreign company
or its officers or directors in a foreign court for violations of the U.S.
securities laws. It may be difficult to compel a foreign company and its
affiliates to subject themselves to a U.S. court's judgment.
You should be aware that the issuer may purchase securities otherwise than
under the exchange offer, such as in open market or privately negotiated
purchases.
EARLY EXERCISE PROGRAM EXERCISE YOUR OPTIONS IN ADVANCE
CEMEX is offering you the possibility to exercise early your INTERC Between December 3 and December 16, 2004, CEMEX
04 Plan options, receiving the Accumulated Profit in Restricted is offering to exercise early your INTERC 04
CPOs. Additionally you will receive new options. options.
In order to participate in this program you must
The new options will be equal in number and similar in remaining exercise 100% of your INTERC 04 options. You
value (Future Potential Profit) to the INTERC 04 Plan options. cannot participate partially.
The new options will maintain the same Annual Cash Flow as the INTERC
04 Plan (US$0.10 per option per year, growing at a 10% annual rate)
CALCULATION OF NUMBER OF RESTRICTED CPOS
THE EARLY EXERCISE OF YOUR INTERC 04 OPTIONS:
Assuming a Reference CPO Market Price of US$6.00
and a strike price of US$5.1258, the resulting
The Accumulated Profit that you will receive in the Early Exercise, profit per option is US$0.8742.
will be the difference between the strike price at the Early Exercise
date (US$ 5.1258) and the Reference CPO Market Price, defined as the This profit will be adjusted by the Dividend
higher of: Adjustment Factor of 1.0424, resulting in an
Accumulated Profit of US$0.9113 per INTERC 04
a) US$ 6.3105 closing price of CPO of November 24, 2004 Plan option.
b) The closing price of CPO of December 16, 2004. This Accumulated Profit will be invested in CPOs
at the Reference CPO Market Price minus a 20%
discount, which is US$4.80
The Accumulated Profit, once adjusted for dividends, will be invested
in Restricted CPOs at 20% discount of the Reference CPO Market Price. For example, if you decide to Early Exercise
10,000 INTERC 04 options, you will receive:
The CPOs acquired in the Early Exercise will belong to you as of (US$0.9113 * 10,000 options)
December 2004, and will be deposited under your name in Banamex ---------------------------- = 1,898 RESTRICTED
Trust #111183-1. US$4.80 per CPO CPOs
Furthermore, you will receive 10,000 new EADIC
04 Plan options.
During the time the CPOs are in the trust, they will be voted
together with the election of the majority of CPO holders.
RATE OF REMOVAL OF CPOS RESTRICTIONS:
RESTRICTION OF THE CPOS FROM THE EARLY EXERCISE:
The rate of removal of the restrictions will
The Restricted CPOs, acquired with the Accumulated Profit resulting depend on the year of occurrence of the Initial
from the Early Exercise, will belong to you, but you will not be Condition:
allowed to sell or transfer them until the restriction period
elapses. o If the condition occurs during 2005,
the CPOs will become unrestricted at a
The Restricted CPOs will gradually become unrestricted upon rate of 2.08% each month.
occurrence of any of the following Initial Conditions:
o If the condition occurs during 2006,
o That the CPO price in US$ reaches or exceeds the level of the CPOs will become unrestricted at a
US$7.50(1) rate of 2.78% each month.
o Voluntary exercise of new options (EADIC 04 Plan) o If the condition occurs on or after
2007, the CPOs will become unrestricted
o At maturity of the new options. at a rate of 4.17% each month.
In case of death of the option holder, the Restricted CPOs will
become automatically unrestricted.
For CEMEX retirees older than 60 years, the CPOs will not have a
restriction.
______________________
(1) Calculated by dividing the closing CPO price in the Bolsa Mexicana de
Valores by the Fix exchange rate published by Banco de Mexico
DESCRIPTION OF THE NEW OPTIONS:
THE NEW OPTIONS, EADIC 04 PLAN:
o Assuming a Reference CPO Market Price
o Will have a strike price US$0.50 higher than the Reference of US$6.00, the initial exercise price
CPO Market Price, and will grow at a 5.50% annual rate and of the new options is US$6.50
will be adjusted down by dividends.
o The maximum Future Potential Profit in
o Will have a period of 7.5 years, maturing on June 29, 2012 this example is the difference between
US$8.50 and US$6.50.
o Will continue paying you the Annual Cash Flow until:
o The Annual Cash Flow you will receive
o The CPO price reaches or exceeds the level of US$8.501 is the payment of US$0.10 per option
per year, growing at a rate of 10%
o The new option Expires annually (US$0.11 in 2005)
o Voluntary exercise o The payments will be made based on the
number of options outstanding that you
o The Accumulated Profit will be invested in Restricted CPOs have one business day before the last
at the market price as of the exercise date, without business day* of June, including the
discount. year of maturity of the option.
o Will be exercised automatically when the CPO closing price
reaches or exceeds US$8.50(1). o These new options EADIC 04 will not
have a 20% discount in the Restricted CPOs
o The new option can be exercised voluntarily even if the CPO purchase as the INTERC 04 Plan does.
has not reached the US $8.501price.
* Business days in Mexico
__________________________
(1) Calculated by dividing the closing CPO price in the Bolsa Mexicana de
Valores by the Fix exchange rate published by Banco de Mexico
REMOVAL RATE OF RESTRICTIONS OF THE CPOS RESULTING FROM THE EXERCISE
OF THE NEW OPTIONS (EADIC 04 PLAN): Through this restriction mechanism, CEMEX
intends to improve the alignment of its
executives' interests with those of its
If the Restricted CPOs are received during 2005, they will become shareholders.
unrestricted at a rate of 2.08% per month.
If the CPOs are received during 2006, they will become unrestricted REMOVAL OF RESTRICTIONS EXAMPLE:
at a rate of 2.78% per month.
Assuming that you receive 10,000 Restricted CPOs
If the CPOs are received on or after 2007, they will become as a result of the exercise of the EADIC 04
unrestricted at a rate of 4.17% per month. options during 2006, the number of CPOs that
will become unrestricted every month are 278
In case of death of the holder, the new options will be automatically starting one month after the exercise date.
exchanged for Unrestricted CPOs at a rate of one CPO per three
options of the EADIC 04 Plan. Upon receipt of unrestricted CPOs, you may:
o Keep them in Banamex trust No. 111183-1
For CEMEX retirees older than 60 years the CPOs will not have a o Transfer them to your broker account
restriction. o Sell them in the market and receive the
cash.
YOUR PARTICIPATION IS VOLUNTARY
You do not have the obligation to participate in this Early Exercise
Program. If you elect to not participate, your INTERC 04 Plan options
will remain unchanged.
WHY PARTICIPATE?
HOW TO PARTICIPATE o LOCK-IN THE ACCUMULATED PROFIT AS OF
THE EARLY EXERCISE DATE, AND INVEST IN
Starting December 3 and until December 16, 2004, you will have access RESTRICTED CPOS AT A 20% DISCOUNT.
to a tool through Lotus Notes, which will provide you the following
information: o MAINTAIN THE ANNUAL CASH FLOW.
o The number of your INTERC 04 Plan options and the o RECEIVE NEW OPTIONS (EADIC 04) THAT
Accumulated Profit. GIVE YOU THE POSSIBILITY TO OBTAIN AN
ADDITIONAL PROFIT.
o An Early-Exercise pro-forma result, indicating the number of
Restricted CPOs and the number of options of the EADIC 04 o THE NEW OPTIONS WILL BE 100% VESTED
Plan that you would receive should you decide to participate. (AVAILABLE FOR EXERCISE) IMMEDIATELY.
o The participation form that you will have to sign in order o REDUCE THE VOLATILITY OF THE VALUE OF
to participate. YOUR PORTFOLIO.
The decision to participate or not to participate should be made
before 4:00 p.m. Mexico City time on December 16, 2004.
In case we do not receive confirmation of your decision, it will be
understood that you do not want to participate, and your INTERC 04
Plan options will remain unchanged.
THIS PROGRAM IS VOLUNTARY AND IS BEING OFFERED
In order to participate in the Early Exercise Program, you must AT THIS TIME ONLY
exercise All of your INTERC 04 Plan options.
QUESTIONS
If you have any question regarding the Early Exercise Program, please contact your local or regional Human
Resources area, or the following executives:
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EXECUTIVE AREA TELEPHONE CEMEX.NET
Carlos PerezSandi Finance 52 (81) 8888 4241 8052 3 4241
Edgar Rodriguez Ramirez Human Resources 52 (81) 8888 4264 8052 3 4264
Francisco Figueroa Finance 52 (81) 8888 4278 8052 3 4278
Alberto Madero Human Resources 52 (81) 8888 4164 8052 3 4164
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PLEASE, DO NOT COMMENT OR MAKE ANY QUESTION TO ANYBODY INSIDE OR OUTSIDE CEMEX EXCEPT THE PEOPLE MENTIONED ABOVE.
Exhibit B
INFORMATIVE BULLETIN
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Early Exercise Program Information Early Exercise Program
USD Unlimited Upside Options USD Unlimited Upside Options
[GRAPHIC OMITTED]
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CEMEX is facing challenges different from those anticipated at the beginning of
the year. We are therefore offering you the possibility to Early Exercise your
options from your plans in USD that do not have a mandatory exercise level, that
is, that have unlimited upside (PARTICIPANT PLANS), by paying you the intrinsic
value (Accumulated Profit) in cash. In order to keep the remaining value of your
current options, which you will lose at the time of your Early Exercise, you
will receive another option with different parameters but with a similar value.
This program has benefits for both, you and CEMEX.
If you agree to participate in this program, you will receive your Accumulated
Profit in cash. Additionally, you will receive an equivalent number of options
as the ones you have today in the Participant Plans giving you the possibility
of obtaining an additional profit in the future, equivalent to the remaining
value of the options you currently have (but with a lower probability due the
higher strike price)
The new options will give you the right to receive an annual payment of cash of
US$0.10 growing at a rate of 10% annually (Annual Cash Flow).
========================================================================================================
PARTICIPANT PLANS
========================================================================================================
INTERC 01 JUN 02 JUN 03 CxN 03 CONS 03 ESP 01 ESP 02 ESP 03 ABR 02 MAY 02
========================================================================================================
Notice to U.S. Residents
This exchange offer is made for the securities of a foreign company. The offer
is subject to disclosure requirements of a foreign country that are different
from those of the United States.
It may be difficult for you to enforce your rights and any claim you may have
arising under the U.S. federal securities laws, since the issuer is located in
a foreign country, and some or all of its officers and directors may be
residents of a foreign country. You may not be able to sue a foreign company
or its officers or directors in a foreign court for violations of the U.S.
securities laws. It may be difficult to compel a foreign company and its
affiliates to subject themselves to a U.S. court's judgment.
You should be aware that the issuer may purchase securities otherwise than
under the exchange offer, such as in open market or privately negotiated
purchases.
EARLY EXERCISE PROGRAM EXERCISE YOUR OPTIONS IN ADVANCE
CEMEX is offering you the possibility to exercise early your Between December 3 and December 16, 2004, CEMEX
Participant Plans options receiving the Accumulated Profit in cash. is offering to exercise early your Participant
Additionally, you will receive new options. Plans options.
In order to participate in this program you must
The new options will be equivalent in number and similar in remaining exercise 100% of your Participant Plans options.
value (Future Potential Profit) to your Participant Plans options and You cannot participate partially.
will pay you an Annual Cash Flow of US$0.10 per option per year,
growing at a 10% annual rate.
CALCULATION OF THE ACCUMULATED PROFIT
Assuming a Reference CPO Market Price of US$6.00
and you Early Exercise 10,000 options from the
THE EARLY EXERCISE OF YOUR PARTICIPANT PLAN OPTIONS: INTERC 01 Plan and 15,000 options from the JUN
03 Plan, with strike prices of US$5.2647 and
US$4.2221 respectively, you will obtain the
The Accumulated Profit that you will receive in the Early Exercise, following Accumulated Profit:
will be the difference between the strike price of each of your
Participant Plans at the Early Exercise date and the Reference CPO Profit INTERC 01: US$6.00 - US$5.2647 =
Market Price, defined as the higher of: US$0.7353, adjusted by the Dividend Adjustment
Factor of these options (1.1479) the profit per
a) US$ 6.3105 closing price of the CPO as of November 24, 2004 option will be US$ 0.8441
b) The closing price of the CPO as of December 16, 2004. Profit JUN 03: US$6.00 - US$4.2221 = US$1.7779,
adjusted by the Dividend Adjustment Factor of
these options (1.0424) the profit per option
The Accumulated Profit, once adjusted for dividends, will be will be US$ 1.8533
deposited in your banking account following your instructions
(to be send by you via Lotus Notes) THE ACCUMULATED PROFIT WILL BE:
INTERC 04: 10,000 x US$0.8441 = US$8,441.00
JUN 03: 15,000 x US$1.8533 = US$27,799.50
In total, you will receive US$36,240.50 in cash
and you will receive new options.
CALCULATION OF THE NEW SLDIC 04 OPTIONS TO BE
CONVERSION RATIO FOR THE NEW O RECEIVED:
Options under each Participant Plan have different Following the same example, if you have 10,000 INTERC
parameters, consequently, each of the plans will have a 01 Plan options and 15,000 JUN 03 Plan options,
different conversion ratio, as shown in the following table: then you will receive:
INTERC 01: 10,000 x 1.0534 = 10,534
...is equivalent to JUN 03: 15,000 x 1.1074 = 16,611
this number of new
A current option under Plan... SLDIC 04 options In total, you will receive 27,145 options of
(Conversion Ratio) SLDIC 04 Plan.
INTERC 01 1.0534 The calculation of the Conversion Ratio incorporates
the different maturity dates and Dividend Adjustment
JUN 02 1.0445 Factors. These new options will begin with
a Dividend Adjustment Factor of 1.0000.
JUN 03 1.1074
CxN 03 1.1074
CONS 03 1.1074
ESP 01 1.0534
ESP 02 1.1430
ESP 03 1.2067
ABR 02 1.0534
MAY 02 1.0534
DESCRIPTION OF THE NEW OPTIONS:
THE NEW OPTIONS, SLDIC 04 PLAN:
o Assuming a Reference CPO Market Price
o Will have a strike price US$0.50 higher than the Reference of US$6.00, the initial exercise price of
CPO Market Price, and will grow at a 5.50% annual rate and the new options is US$6.50
will be adjusted down by dividends.
o The Annual Cash Flow you will receive
o Will have a period of 7.5 years, maturing June 29, 2012. is the payment of US$0.10 per option per
year, growing at a rate of 10% annually
o Will pay the Annual Cash Flow until: (US$0.11 in 2005), subject to the described
conditions.
o The CPO price reaches or exceeds the level of US$8.501
o The payments will be made based on the
o The new option expires number of options outstanding that you
have one business day before the last
o Voluntary exercise business day* of June, including the
year of maturity of the option.
o The Accumulated Profit will be invested in Restricted CPOs
at the market price as of the exercise date, without o The Restricted CPOs, resulting from the
discount. exercise of SLDIC 04 options, will be
purchased at the average sell price of the
o The Restricted CPOs will be deposited under your name in exercise date.
Banamex Trust #111183-1.
o During the time the CPOs are in the trust, they will be
voted together with the election of the majority of CPO
holders.
* Business days in Mexico
_______________________
(1) Calculated by dividing the closing CPO price in the Bolsa Mexicana de
Valores by the Fix exchange rate published by Banco de Mexico
REMOVAL RATE OF RESTRICTIONS OF THE CPOS RESULTING FROM THE EXERCISE
OF THE NEW OPTIONS (SLDIC 04 PLAN): Through this restriction mechanism, CEMEX
intends to improve the alignment of its
executives' interests with those of its
If the Restricted CPOs are received during 2005, they will become shareholders.
unrestricted at a rate of 2.08% per month.
If the CPOs are received during 2006, they will become unrestricted REMOVAL OF RESTRICTION EXAMPLE:
at a rate of 2.78% per month.
Assuming that you receive 10,000 Restricted CPOs
If the CPOs are received on or after 2007, they will become as a result of the exercise of 27,145 options
unrestricted at a rate of 4.17% per month. from the SLDIC 04 Plan during 2006, the number
of CPOs that will become unrestricted every
In case of death of the holder, the beneficiaries will have the month are 278 CPOs during three years, starting
right, during the remaining duration of the new option, to receive at one month after the exercise date.
the exercise date at least one unrestricted CPO per three SLDIC 04
options. Upon receipt of unrestricted CPOs you may:
o Keep them in the Banamex trust No.
For CEMEX retirees older than 60 years the CPOs will not have a 111183-1
restriction. o Transfer them to your broker account
o Sell them in the market and receive the
YOUR PARTICIPATION IS VOLUNTARY cash.
You do not have the obligation to participate in this Early Exercise
Program. If you elect to not participate, your Participant Plans
options will remain unchanged.
WHY PARTICIPATE?
HOW TO PARTICIPATE o LOCK-IN THE ACCUMULATED PROFIT IN CASH
AS OF THE EARLY EXERCISE DATE.
Starting December 3 and until December 16, 2004, you will have access
to a tool through Lotus Notes, which will provide you the following o OBTAIN THE ANNUAL CASH FLOW OF THE
information: GROWING US$0.10.
o The number of your Participant Plans options and the o RECEIVE NEW OPTIONS (SLDIC 04) THAT
Accumulated Profit. GIVE YOU THE POSSIBILITY TO OBTAIN AN
ADDITIONAL PROFIT.
o An Early-Exercise pro-forma result, that is, the number of
new options of the SLDIC 04 Plan and the cash that you would o THE NEW OPTIONS WILL BE 100% VESTED
receive should you decide to participate. (AVAILABLE FOR EXERCISE) IMMEDIATELY.
o The participation form that you will have to sign in order o REDUCE THE VOLATILITY OF THE VALUE OF
to participate. YOUR PORTFOLIO.
The decision to participate or not to participate should be made
before 4:00 p.m. Mexico City time on December 16, 2004.
In case we do not receive confirmation of your decision, it will be
understood that you do not want to participate, and your Participant
Plans options will remain unchanged. THIS PROGRAM IS VOLUNTARY AND IS BEING OFFERED
AT THIS TIME ONLY
In order to participate in the Early Exercise Program you must
exercise All of your Participant Plans options.
QUESTIONS
If you have any question regarding the Early Exercise Program, please contact your local or regional Human Resources
area, or the following executives:
===================================================================================================================
EXECUTIVE AREA TELEPHONE CEMEX.NET
Carlos PerezSandi Finance 52 (81) 8888 4241 8052 3 4241
Edgar Rodriguez Ramirez Human Resources 52 (81) 8888 4264 8052 3 4264
Francisco Figueroa Finance 52 (81) 8888 4278 8052 3 4278
Alberto Madero Human Resources 52 (81) 8888 4164 8052 3 4164
===================================================================================================================
PLEASE, DO NOT COMMENT OR MAKE ANY QUESTIONS TO ANYBODY INSIDE OR OUTSIDE CEMEX EXCEPT FOR THE PEOPLE MENTIONED ABOVE.