8-K 1 h80603e8-k.txt FORM 8-K DATED 9-28-2000 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 28, 2000 SOUTHDOWN, INC. (Exact name of registrant as specified in its charter) LOUISIANA 1-6117 72-0296500 (State or other jurisdiction (Commission File Number) (IRS Employer Identification No.) of incorporation) 1200 SMITH STREET, SUITE 2400 77002-4486 HOUSTON, TEXAS (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (713) 650-6200 2 ITEM 5. OTHER EVENTS. On September 29, 2000, Southdown, Inc. issued a press release, a copy of which is filed as Exhibit 2.1 hereto and incorporated herein by this reference. The definitive agreement referred to in such press release is filed as Exhibit 2.1 hereto. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K: Exhibit Number Description of Exhibit ------ ---------------------- 2.1 Agreement and Plan of Merger by and among Cemex, S.A. de C.V., CENA Acquisition Corp. and Southdown, Inc. dated as of September 28, 2000 99.1 Press Release dated September 29, 2000 -2- 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SOUTHDOWN, INC. By: /s/ Patrick S. Bullard ---------------------------------- Patrick S. Bullard Title: Senior Vice President--General Counsel and Secretary Date: September 29, 2000 4 INDEX TO EXHIBITS

SOUTHDOWN INC 8-K