SEC Info - Puerto Rican Cement Co Inc - ‘DEF 14A’ for 5/1/02

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Puerto Rican Cement Co Inc – ‘DEF 14A’ for 5/1/02

On: Thursday, 4/4/02 · For: 5/1/02 · Accession #: 950144-2-3517 · File #: 1-04753

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/04/02  Puerto Rican Cement Co Inc        DEF 14A     5/01/02    1:67K                                    Bowne of Atlanta Inc/FA

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Puerto Rican Cement Co. Inc.                          26    114K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) All Other Fees Audit Fees Compensation Committee Interlocks and Insider Participation Compensation Committee Report Financial Information Systems Design and Implementation Fees Salary Security Ownership of Certain Beneficial Owners Security Ownership of Management Summary Compensation Table
1	1st Page - Filing Submission
8	Security Ownership of Certain Beneficial Owners
10	Security Ownership of Management
12	Summary Compensation Table
17	Compensation Committee Interlocks and Insider Participation
"	Compensation Committee Report
18	Salary
23	Audit Fees
"	Financial Information Systems Design and Implementation Fees
"	All Other Fees

DEF 14A 1st Page of 26 TOC ↑Top Previous Next ↓Bottom Just 1st
SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[Enlarge/Download Table]

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Puerto Rican Cement Co. Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ ] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

------------------------------------------------------------------------

(5) Total fee paid:

------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials:

----------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

------------------------------------------------------------------------

(3) Filing Party:

------------------------------------------------------------------------

(4) Date Filed:

------------------------------------------------------------------------

DEF 14A 2nd Page of 26 TOC 1st Previous Next ↓Bottom Just 2nd
PUERTO RICAN CEMENT COMPANY, INC.

-------------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

MAY 1, 2002

-------------------------------

The annual meeting of stockholders of Puerto Rican Cement Company, Inc.
(the "Company") will be held at the office of the Company, Amelia Industrial
Park, Guaynabo, Puerto Rico, on Wednesday, May 1, 2002 at 10:00 A.M. Atlantic
Standard Time. At the meeting, the shareholders will consider and act upon the
following proposals:

1. The election of five Class III directors for a term of three years
and until election and qualification of their successors.

2. The transaction of such other business as may lawfully come before
the meeting or any adjournment thereof.

Only stockholders of record at the close of business on March 14, 2002 are
entitled to notice of, and to vote at, the meeting.

It is important that your stock be represented at the meeting. If you do
not expect to be present, you are urged to date, sign and mail promptly the
enclosed proxy card. For your convenience, we have enclosed a self-addressed
envelope to which no postage need be affixed if mailed in the United States or
Puerto Rico.

The Company's executive office is located in Guaynabo, Puerto Rico. Its
mailing address is P.O. Box 364487, San Juan, Puerto Rico 00936-4487. It is
anticipated that the proxy materials will be mailed to stockholders on or about
March 28, 2002.

By Order of the Board of Directors

Etienne Totti Del Valle
Secretary
Guaynabo, Puerto Rico
March 28, 2002

DEF 14A 3rd Page of 26 TOC 1st Previous Next ↓Bottom Just 3rd
PUERTO RICAN CEMENT COMPANY, INC.
---------------------

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS, MAY 1, 2002

---------------------

The enclosed proxy is being solicited by the Board of Directors of the
Company (the "Board") for the annual meeting of stockholders to be held on May
1, 2002 (the "Annual Meeting"). This proxy statement and the accompanying Notice
of Annual Meeting of Stockholders and proxy card are being mailed to
stockholders on or about March 28, 2002. In addition to solicitation by mail,
solicitation of proxies may be made personally or by telephone or other means by
the Company's regular employees or by employees of a proxy solicitor retained by
the Company. If the proxy is executed and returned in time for voting, the
shares represented thereby will be voted. Stockholders have the right to revoke
their proxies at any time prior to the time their shares are actually voted. If
revocation is made by mail, it should be sent to Jose O. Torres, Assistant
Secretary, Puerto Rican Cement Company, Inc., P.O. Box 364487, San Juan, Puerto
Rico 00936-4487.

The Company will pay the cost of solicitation of proxies. The Company has
retained the services of Georgeson & Co., Inc., New York, New York, to assist in
the solicitation of proxies at a cost of $6,500.00. Brokers, nominees and other
similar record holders will be requested to forward proxies and proxy materials
to the beneficial owners of the shares and will be reimbursed by the Company for
their expenses.

VOTING SECURITIES

As of March 14, 2002, the Company had 5,148,474 shares of Common Stock, par
value $1.00 per share outstanding (exclusive of 851,526 treasury shares). Each
outstanding share of Common Stock is entitled to one vote. Only stockholders of
record as of the close of business on March 14, 2002 are entitled to notice of,
and to vote at, the meeting. For information regarding principal holders of the
Company's Common Stock, see "Security Ownership of Certain Beneficial Owners"
and "Security Ownership of Management" below.

ELECTION OF DIRECTORS

The current Class I directors are Waldemar Del Valle Armstrong, Luis A.
Ferre Rangel, Oscar A. Blasini, Miguel A. Nazario, and Hector Del Valle. The
current Class II directors are Rosario J. Ferre, Federico F. Sanchez, Jorge L.
Fuentes, Juan A. Albors and Angel O. Torres. The current Class III directors are
Alberto M. Paracchini, Jose J. Suarez, Antonio Luis Ferre Rangel, Emilio Venegas
Vilaro and Maria Lorenza Ferre Rangel. Mr. Antonio Luis Ferre resigned from the
Board of Directors of the Company effective May 2001. Maria Lorenza Ferre Rangel
was elected at the 2001 Shareholders Meeting to occupy this vacancy. Each class
serves a three-year term, which terms are currently set to expire on the date of
the respective year's annual meetings as follows: Class I in year 2003, Class II
in year 2004 and Class III in 2002.

It is anticipated that each proxy will be voted for the individual nominees
for the Class III directors named below, unless authority is withheld to vote
for all or any of such individuals as indicated on the proxy card. The names of
the nominees for Class III directors are Alberto M. Paracchini, Jose J. Suarez,
Antonio Luis Ferre Rangel, Emilio Venegas Vilaro and Maria Lorenza Ferre Rangel.
All nominees are current directors of the Company.

DEF 14A 4th Page of 26 TOC 1st Previous Next ↓Bottom Just 4th
Pursuant to the Company's By-Laws, the election of any director requires an
affirmative vote of a majority of the shares of the Company's Common Stock
represented at the Annual Meeting in person or by proxy and entitled to vote.

The persons appointed by the Company to act as election inspectors for the
meeting will count votes cast by proxy or in person at the Annual Meeting. The
election inspectors will treat shares represented by proxies that reflect
abstentions as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. Abstentions will have no impact on the
election of directors; however, abstentions will constitute a vote "against" any
proposal. "Broker non-votes" (i.e., shares held by brokers or nominees as to
which instructions have not been received from the beneficial owners or persons
entitled to vote and with respect to which the broker or nominee does not have
discretionary power to vote on a particular matter) will be treated as present
for purposes of determining a quorum but "broker non-votes" will have no impact
on the election of directors and will not constitute a vote "for" or "against"
any proposal.

Each Class III director elected at this meeting will serve from the time of
election and qualification until the third annual meeting following election and
until a successor is elected and qualified. If any nominee is unable to serve as
a director, an event that the Company does not now anticipate, the proxy will be
voted for a substitute nominee.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
CLASS III DIRECTOR NOMINEES NAMED ABOVE.

INFORMATION ABOUT DIRECTORS AND NOMINEES FOR DIRECTOR

The following tables set forth certain information concerning the directors
of the Company.

CLASS I DIRECTORS

[Enlarge/Download Table]

SERVED AS
DIRECTOR POSITION WITH THE COMPANY, PRESENT PRINCIPAL OCCUPATION AND
NAME AGE SINCE THE PAST FIVE-YEAR EMPLOYMENT HISTORY
---- --- --------- -----------------------------------------------------------

Waldemar Del Valle Armstrong 49 1997 Attorney at law; Partner of Parra, Del Valle & Limeres (law
firm) since 1982; Director of Hospital Damas (non-profit
hospital) since 1996; Director of Damas Foundation, Inc.
(non-profit institution) since 1999; Secretary of the Board
of Directors of El Dia, Inc.(newspaper publishing group)
since 1998.
Oscar A. Blasini 65 1975 President of G.B. Investments, Inc. (real estate
development and investment company) since 1981.
Miguel A. Nazario 54 1994 President of the Board of Directors and Chief Executive
Officer of the Company since May 2001; President and Chief
Executive Officer of the Company from January 1995 through
April 2001 and Vice President from August 1994 through
December 1994; President of the Puerto Rico Manufacturer's
Association from November 1998 to September 2000.
Hector Del Valle 64 1987 Vice Chairman of the Board of the Company since January 1,
1995; President of the Company from 1988 to December 1994.

DEF 14A 5th Page of 26 TOC 1st Previous Next ↓Bottom Just 5th
[Enlarge/Download Table]

Luis Alberto Ferre Rangel 35 1996 Director of El Nuevo Dia newspaper since 1999, Co-Director
from 1996 to 1999, Business Editor from 1995 to 1996,
Assistant News Editor from 1994 to 1995 and Reporter from
February 1990 to July 1994; Member of the Board of
Directors of El Dia, Inc. (newspaper publishing group);
(adult son of Antonio Luis Ferre, nephew of Rosario J.
Ferre and brother of Antonio L. Ferre Rangel and Maria
Lorenza Ferre Rangel).

CLASS II DIRECTORS

[Enlarge/Download Table]

Rosario J. Ferre 63 1992 Writer and Journalist; Second Vice President since 1983 and
Director since 1960 of Luis A. Ferre Foundation, Inc. and
Ponce Museum of Art (non-profit foundations) (adult
daughter of Luis A. Ferre, sister of Antonio Luis Ferre and
aunt of
Luis A. Ferre Rangel, Antonio Luis Ferre Rangel and Maria
Lorenza Ferre Rangel).
Federico F. Sanchez 60 1982 President of Federico F. Sanchez and Company, Inc. (real
estate consulting company) since 1977; President of
Interlink Group, Inc. (real estate consultants, brokers and
developers) since 1986.
Jorge L. Fuentes 53 1984 Chairman of the Board and Chief Executive Officer of
Gabriel Fuentes, Jr. Construction Company, Inc. (general
contractors) since 1986; Chairman of the Board, Chief
Executive Officer and Director of Fuentes Concrete Pile,
Inc. (manufacturers of concrete pile foundations) since
1986; Director of The Bank and Trust of Puerto Rico
(commercial bank and trust) since 1988; Director of V.
Suarez Investment (investment company) since 1998.
Juan A. Albors 65 1986 Chairman and President of Albors Development Corp. and
affiliates (real estate developers and investors) since
1977; Director of Banco Popular de Puerto Rico (commercial
bank) since 1991; Director of Banco de Ponce (commercial
bank) from 1984 to 1990; President and CEO of Government
Development Bank for Puerto Rico from 1973 to 1975.
Angel O. Torres 47 1999 President and Director of Bacardi Corp. (beverage and
liquor producer & distributor) since 1997; Senior
Vice-President and General Manager of Bacardi -- Martini
Caribbean Corp. from January 1995 to December 1996;
Director of Ponce Museum of Art since 2001 (non-profit
institution).

DEF 14A 6th Page of 26 TOC 1st Previous Next ↓Bottom Just 6th
CLASS III DIRECTORS AND NOMINEES

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Alberto M. Paracchini 69 1968 Vice Chairman of the Board of the Company since 1968;
Chairman of the Board and Chief Executive Officer from 1983
to 1990 and President from 1980 to 1990 of Banco de Ponce
(commercial bank); Director of Popular, Inc. (bank holding
company) and Banco Popular de Puerto Rico (commercial bank)
from 1991 to present; Director of Equus Management Company,
Inc. and Equus Entertainment Corporation since August 1994;
Director of Venture Capital Fund, Inc. since March 1994.
Emilio Venegas Vilaro 47 2000 President of Venegas Construction Corporation (construction
company) since 1990; Secretary of Sanson Corporation
(aggregates supplier) since 1983; Director of Damas
Foundation (non-profit institution) since 1999.
Jose J. Suarez 66 1989 Consultant to the Company since January 1996; Executive
Vice President in Charge of Operations of the Company from
1988 to 1995 and Senior Vice President -- Operations of the
Company from 1983 to 1987; Director of Scotiabank de Puerto
Rico (commercial bank) from February 1992 to January 1997.
Antonio Luis Ferre Rangel 35 1993 President and Chief Operations Officer since May 2001 and
Senior Corporate Vice President of the Company from
February 1999 to April 2001; Executive Vice President of
the Company from February 1998 to January 1999; Vice
President -- Operations and Strategic Planning of the
Company from January 1996 to January 1998; Vice
President -- Strategic Planning of the Company from 1994 to
1995; Assistant Plant Manager of the Company from 1992 to
1994; Director of Centros Sor Isolina Ferre (charitable
institution) and El Nuevo Dia newspaper since November 1992
(adult son of Antonio Luis Ferre, nephew of Rosario J.
Ferre and brother of Luis A. Ferre Rangel and Maria Lorenza
Ferre Rangel).
Maria Lorenza Ferre Rangel 32 2001 Corporate Sales and Marketing Director of Grupo Ferre
Rangel (holding company) since February 2001; Assistant
General Manager from July 1999 to February 2001 and
Marketing Manager from 1997 to July 1999 of Primera Hora
newspaper; Chairman of the Advisory Council for the
Conservation Trust of Puerto Rico (non-profit trust);
Director of the Center for the New Economy and the San
Jorge Children Hospital Research Foundation (non-profit
institution); Director of El Nuevo Dia newspaper; (adult
daughter of Antonio Luis Ferre, niece of Rosario J. Ferre,
sister of Luis A. Ferre Rangel and Antonio Luis Ferre
Rangel).

DEF 14A 7th Page of 26 TOC 1st Previous Next ↓Bottom Just 7th
INFORMATION ABOUT EXECUTIVE OFFICERS OF THE COMPANY

Except as otherwise provided in this proxy statement, the information
required by Item 401 of Regulation S-K with respect to executive officers of the
Company is contained in the Company's Form 10-K for the fiscal year ended
December 31, 2001. Such information is contained in Part 1 of the Company's Form
10-K in the section entitled "Executive Officers of the Company," and is
incorporated herein by reference.

DEF 14A 8th Page of 26 TOC 1st Previous Next ↓Bottom Just 8th
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following persons or institutions beneficially own 5% or more of the
outstanding shares of the Company's Common Stock.

[Download Table]

NAME NUMBER OF SHARES PERCENTAGE
---- ---------------- ----------

Antonio Luis Ferre 1,079,924(1) 20.98%(1)
P.O. Box 9066590
San Juan, Puerto Rico 00936-6590
Luis A. Ferre 753,834(2) 14.64%(2)
P.O. Box 6108
San Juan, Puerto Rico 00936
Herman Ferre Roig 564,540(3) 10.97%(3)
Hato Rey Tower
Floor 18, Suite 1804
Ave. Munoz Rivera 268
Hato Rey, Puerto Rico 009l9
Charles M. Royce 542,900(4) 10.54%(4)
Royce & Associates, Inc.
Royce Management Company
1414 Avenue of the Americas
New York, New York 10019
Private Capital Management, Inc. 470,232(5) 9.13%(5)
8889 Pelican Bay Blvd., Ste 500
Naples, Florida 34108
T. Rowe Price Associates, Inc. 436,800(6) 8.48%(6)
T. Rowe Price Small Cap
Value Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202

---------------

(1) Includes 286,654 shares (5.57%) of the Company's outstanding Common Stock
held by Ferre Investment Fund, Inc., a Puerto Rico corporation wholly owned
by Antonio Luis Ferre, his spouse and five adult children. Of this amount,
Antonio Luis Ferre Rangel, Luis Alberto Ferre Rangel and Maria Lorenza Ferre
Rangel, adult children of Antonio Luis Ferre and also directors of the
Company, each claim economic beneficial ownership of 28,092 shares (0.55%).
Antonio Luis Ferre has voting and dispositive power with respect to all of
the shares owned by Ferre Investment Fund, Inc. and claims economic
beneficial ownership of 146,194 shares (2.84%). Antonio Luis Ferre's total
also includes 658,976 shares (12.80%) of the Company's outstanding Common
Stock held by El Dia, Inc., a Puerto Rico corporation. Ferre Investment
Fund, Inc. owns 90.17% of the shares of El Dia, Inc. Of the shares owned by
El Dia, Inc., Antonio Luis Ferre Rangel, Luis Alberto Ferre Rangel and Maria
Lorenza Ferre Rangel each claim beneficial ownership of 58,232 shares
(1.13%). Antonio Luis Ferre has voting and dispositive power with respect to
the total number of shares owned by El Dia, Inc. and claims economic
beneficial ownership of 303,043 shares (5.89%). In addition, Antonio Luis
Ferre has voting and investment power through his 25% ownership interest in
South Management Corporation, by which he owns and controls 134,294 shares.
Luis A. Ferre and Rosario J. Ferre have 50% and 25%

DEF 14A 9th Page of 26 TOC 1st Previous Next ↓Bottom Just 9th
ownership interests, respectively, in South Management Corporation, which
owns a total of 537,174 shares (10.43%) of the Company's Common Stock.
(2) As of March 14, 2002, Luis A. Ferre (father of Antonio Luis Ferre and
Rosario J. Ferre), while not directly owning of record any shares of the
Company's outstanding Common Stock, had indirect sole voting and dispositive
power with respect to 485,247 shares (9.43%) of the Company's Common Stock
through The Luis A. Ferre Foundation, Inc. (the "Foundation"), a charitable
institution. Mr. Ferre, as President of the Foundation, votes the Common
Stock owned by the Foundation. In addition, Luis A. Ferre has voting and
investment power with respect to 268,587 shares (5.22%) through his 50%
ownership interest in South Management Corporation. Antonio Luis Ferre and
Rosario J. Ferre each have a 25% ownership interest in South Management
Corporation, which owns a total of 537,174 shares (10.43%) of the Company's
Common Stock.
(3) As of March 14, 2002, Herman Ferre Roig (a first cousin of Antonio Luis
Ferre and Rosario J. Ferre) owned directly 94,866 shares (1.84%) of the
outstanding Common Stock of the Company. In addition, Herman Ferre Roig and
his wife and children have an economic interest in 469,674 shares (9.12%) of
the Company's Common Stock held of record by Brim Incorporado, a Puerto Rico
corporation, as a result of their 100% ownership interest in Brim
Incorporado. Mr. Ferre Roig has sole voting and dispositive power with
respect to the shares held by Brim Incorporado.
(4) As of February 7, 2002, Charles M. Royce, a U.S. citizen, and Royce &
Associates, Inc. ("Royce"), an investment adviser and a New York
corporation, respectively, as a group were the beneficial owners of 542,900
shares (10.54%) of the Company's Common Stock. Charles M. Royce is deemed to
be a controlling person of Royce, which has sole dispositive and voting
power regarding these shares. Mr. Royce disclaims beneficial ownership of
the shares held by Royce.
(5) As of February 15,2002, Private Capital Management, Inc. ("PCM"), an
investment adviser and a Florida corporation, was the beneficial owner of
470,232 shares (9.13%) of the Company's outstanding common stock. Mr. Bruce
S. Sherman is CEO and Gregg J. Powers is President of PCM. In these
capacities, Messrs. Sherman and Powers exercise shared dispositive and
voting power with respect to shares held by PCM's clients and managed by
PCM. Messrs. Sherman and Powers disclaim beneficial ownership for the shares
held by PCM's clients and disclaim the existence of a group.
(6) As of February 14, 2002, T. Rowe Price Associates, Inc. ("Price Associates")
was the beneficial owner of 436,800 shares (8.48%) of the Company's Common
Stock. These securities are owned by various individual and institutional
investors including T. Rowe Price Small-Cap Value Fund, Inc., a Maryland
corporation, which owns 425,500 shares representing 8.26% of the outstanding
shares of the Company's Common Stock. Price Associates serves as investment
adviser with power to direct investments and/or sole power to vote these
securities. For purposes of the reporting requirements of the Securities
Exchange Act of 1934, as amended, Price Associates is deemed to be the
beneficial owner of such securities; however, Price Associates expressly
disclaims that it is, in fact, the beneficial owner of such securities.

DEF 14A 10th Page of 26 TOC 1st Previous Next ↓Bottom Just 10th
SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth certain information as of March 14, 2002 as
to the number of shares and the percentage of outstanding shares of common stock
held on that date beneficially owned by (i) directors and nominees for director,
(ii) the executive officers of the Company named in the Summary Compensation
Table and (iii) all directors and executive officers as a group.

[Enlarge/Download Table]

NAME STATUS NUMBER OF SHARES PERCENTAGE
---- ------ ---------------- ----------

Waldemar Del Valle Armstrong Director (Class I) 800(1) (1)
Oscar A. Blasini Director (Class I) 300(1) (1)
Miguel A. Nazario Director (Class I) and 3,060(1) (1)
Executive Officer
Hector Del Valle Director (Class I) none --
Luis Alberto Ferre Rangel Director (Class I) 86,324(2) 1.68%(2)
Rosario J. Ferre Director (Class II) 134,294(3) 2.61%(3)
Federico F. Sanchez Director (Class II) 366(1) (1)
Jorge L. Fuentes Director (Class II) 1,000(1) (1)
Juan A. Albors Director (Class II) 2,100(1) (1)
Angel O. Torres Director (Class II) none --
Alberto M. Paracchini Director (Class III) 1,000(1) (1)
Emilio Venegas Vilaro Director (Class III) 50,000(4) 0.97%(4)
Jose J. Suarez Director (Class III) 2,000(1) (1)
Antonio Luis Ferre Rangel Director (Class III) and 86,324(2) 1.68%(2)
Executive Officer
Maria Lorenza Ferre Rangel Director (Class III) 86,324(2) 1.68%(2)
Jose O. Torres Executive Officer none --
Eufemio Toucet Executive Officer none --
All Directors, Nominees and 453,892(5) 8.82%(5)
Executive Officers as a
Group, 17 persons in total
including those listed
above

---------------

(1) Number of shares set forth represents in each case less than 0.10% of the
outstanding shares of Common Stock.
(2) Ferre Investment Fund, Inc., ("FIF") a Puerto Rico corporation wholly owned
by Antonio Luis Ferre, his spouse and five adult children owns a total of
286,654 shares (5.57%) of the Company's outstanding Common Stock. Of this
amount, Antonio Luis Ferre Rangel, Luis Alberto Ferre Rangel and Maria
Lorenza Ferre Rangel, adult children of Antonio Luis Ferre and also
directors of the Company, each claim economic beneficial ownership of 28,092
shares (0.55%). Antonio Luis Ferre has voting and dispositive power with
respect to all of the shares owned by FIF and claims economic beneficial
ownership of 146,194 shares (2.84%). FIF also owns 90.17% of the shares of
El Dia, Inc., a Puerto Rico corporation. Of the shares owned by El Dia,
Inc., Antonio Luis Ferre Rangel, Luis Alberto Ferre Rangel and Maria Lorenza
Ferre Rangel each claim beneficial ownership of 58,232 shares (1.13%).
Antonio Luis Ferre has voting and dispositive power with respect to the
total number of shares owned by El Dia, Inc. and claims economic beneficial
ownership of 303,043 shares (5.89%).
(3) Rosario J. Ferre holds 134,294 shares (2.61%) of the Company's Common Stock
through her 25% ownership interest in South Management Corporation. Luis A.
Ferre and Antonio Luis Ferre have 50% and 25% ownership interests,
respectively, in South Management Corporation, which owns a total of 537,174
shares (10.43%) of the Company's Common Stock.

DEF 14A 11th Page of 26 TOC 1st Previous Next ↓Bottom Just 11th
(4) Includes 20,000 shares of the Company's Common Stock owned by Venegas
Construction Corp., which is 100% owned by Mr. Venegas Vilaro. Also includes
30,000 shares of the Company's Common Stock owned by Sanson Corp., in which
Mr. Venegas has a 20% ownership.
(5) All of the directors and executive officers of the Company as a group, own
453,892 shares (8.82%) of the Company's Common Stock.

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EXECUTIVE COMPENSATION

Set forth below is the compensation paid by the Company during each of the
last three fiscal years ended December 31, 2001 to its President of the Board of
Directors and Chief Executive Officer, and to the Company's four other most
highly paid executive officers whose aggregate compensation exceeded $100,000.

SUMMARY COMPENSATION TABLE

[Enlarge/Download Table]

ANNUAL COMPENSATION
--------------------- OTHER ANNUAL
NAME AND POSITION YEAR SALARY BONUS COMPENSATION(1)
----------------- ---- -------- ------- ---------------

Miguel A. Nazario 2001 $366,072 $45,759 $ 14,911
President of the Board of Directors and 2000 $401,995(2) $91,518 $ 11,440
Chief Executive Officer 1999 $346,660 $90,199 $ 7,313
Hector Del Valle 2001 $ 71,760 $ 8,970 $450,848(3)
Vice Chairman of the Board 2000 $284,040 $71,760 $ 7,323
1999 $274,480 $71,248 $ 5,190
Antonio L. Ferre Rangel 2001 $187,674 $25,000 $ 14,851
President and Chief Operations 2000 $160,680 $40,756 $ 12,974
Officer and Director 1999 $153,385 $39,975 $ 12,067
Jose O. Torres 2001 $172,823 $20,648 $ 9,312
Chief Financial Officer and 2000 $167,868 $40,089 $ 5,658
Vice President Finance 1999 $161,414 $39,323 $ 7,209
Eufemio Toucet 2001 $152,104 $ 9,081 $ 8,158
Executive Vice President 2000 $146,309 $40,000 $ 8,778
Ready Mix Concrete, Inc. (wholly 1999 $121,301 $31,711 $ 6,423
owned subsidiary)

---------------

(1) The Company furnished automobiles to its executive officers, including the
five individuals named above. Other Annual Compensation reflects the cost to
the Company of furnishing such automobiles to the listed officers and paying
related expenses.
(2) Salary figures for Mr. Nazario in 2000 include compensation in lieu of
forgone vacation time in the amount of $40,615.
(3) Mr. Del Valle retired from the Company on March 31, 2001. This figure
represents amounts paid to Mr. Del Valle in connection with his retirement
as a salaried employee of the Company. It includes compensation in lieu of
foregone vacation time, personal days, sick leave and a special retirement
incentive given by the Company, in connection with the Early Retirement
Incentive Program explained hereunder.

Named officers received no compensation other than that presented in the
Summary Compensation Table included herein.

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PENSION PLAN TABLE

The following table illustrates estimated annual benefits payable under the
Company's pension plan upon normal retirement to persons with the specified
combination of remuneration (base salary) and years of credited service. Amounts
are based on straight life annuities and the benefits listed are not subject to
any deduction for Social Security or other offset amounts.

[Enlarge/Download Table]

HIGHEST FIVE YEARS OF CREDITED SERVICE(1)
YEAR AVERAGE ------------------------------------------------------------------------
COMPENSATION(2) 10 15 20 25 30 35 40
--------------- ------- ------- -------- -------- -------- -------- --------

$ 65,000 $ 8,172 $12,258 $ 16,344 $ 20,756 $ 25,167 $ 29,578 $ 33,989
90,000 11,922 17,883 23,844 30,256 36,667 43,078 49,489
115,000 15,672 23,508 31,344 39,756 48,167 56,578 64,989
140,000 19,422 29,133 38,844 49,256 59,667 70,078 80,489
165,000 23,172 34,758 46,344 58,756 71,167 83,578 95,989
190,000 26,922 40,383 53,844 68,256 82,667 97,078 111,489
215,000 30,672 46,008 61,344 77,756 94,167 110,578 126,989
240,000 34,422 51,633 68,844 87,256 105,667 124,078 142,489
265,000 38,172 57,258 76,344 96,756 117,167 137,578 157,989
290,000 41,922 62,883 83,844 106,256 128,667 151,078 173,489
315,000 45,672 68,508 91,344 115,756 140,167 164,578 188,989
340,000 49,422 74,133 98,844 125,256 151,667 178,078 204,489
365,000 53,172 79,758 106,344 134,756 163,167 191,578 219,989
390,000 56,922 85,383 113,844 144,256 174,667 205,078 235,489

---------------

(1) As of December 31, 2001, Miguel A. Nazario had 7 years of credited service,
would have $466,000 average final remuneration covered by the Company's
pension plan and would be entitled to a yearly pension benefit of $118,000
at normal retirement age. Jose O. Torres had 24 years of credited service,
would have $214,000 average final remuneration and would be entitled to a
yearly pension benefit of $103,000 at normal retirement age. Antonio Luis
Ferre Rangel had 9 years of credited service, would have $421,000 average
final remuneration and would be entitled to a yearly pension benefit of
$231,000 at normal retirement age. Eufemio Toucet had 5 years of credited
service, would have $169,000 average final remuneration and would be
entitled to a yearly pension benefit of $27,000 at normal retirement date.

All estimated pension benefit information assumes average annual salary
increases of 3.0% until normal retirement at age 65.
(2) A participant's pension benefit under the Company's pension plan is based
upon such participant's "pensionable earnings". Pensionable earnings are
computed by annualizing the average monthly eligible compensation received
by the participant from the Company during the 60-month consecutive period
in which the participant received his or her highest eligible compensation.
Eligible compensation is equal to "Salary" as reported in the "Summary
Compensation Table" not including bonuses (reported separately in such table
as "Bonus") or overtime payments, if any.

DEF 14A 14th Page of 26 TOC 1st Previous Next ↓Bottom Just 14th
The Company's pension plan covers all salaried employees of the Company who
are not subject to the terms of a union contract and who complete at least 1,000
hours of service with the Company during the 12-month period beginning with the
date of employment or during any subsequent calendar year.

Effective January 1, 1994, the Company amended its pension plan to modify
the benefit formula for determining an active participant's basic benefit. The
formula produces a benefit at normal retirement age equal to 1.1% of the
participant's average monthly compensation up to "Covered Compensation" and 1.5%
of average monthly earnings in excess of "Covered Compensation" multiplied by
the first 20 years of "Credited Service," plus 1.2% of average monthly
compensation up to "Covered Compensation" and 1.6% of average monthly earnings
in excess of "Covered Compensation," multiplied by "Credited Service" in excess
of 20 years. "Covered Compensation" is defined in Section 401(1)(5)(E) of the
United States Internal Revenue Code of 1986, as amended.

For unmarried retired participants, the normal retirement benefit is paid
in the form of a monthly straight life annuity commencing at retirement. For
married retired participants, the normal retirement benefit generally is an
actuarially adjusted monthly joint and surviving spouse annuity commencing at
retirement and continuing for the participant's life with 50% of such benefit
continuing for the life of the participant's surviving spouse, if any. "Average
monthly compensation" under the plan is the highest average monthly base salary
(including commissions, but excluding bonuses, overtime and other payments that
are not predetermined) during any five consecutive years in the ten-year period
immediately preceding the participant's actual retirement date.

The minimum monthly retirement benefit for participants who were
participants in the plan on December 31, 1975 is not less than the sum of (a)
1.2% of average monthly compensation for each of the first 10 years of credited
service and (b) 1.5% of such compensation for each year of credited service
prior to age 65 in excess of 10, with the maximum benefit equal to 72% of
average monthly compensation after 40 years of credited service. In computing
the minimum retirement benefit, compensation is assumed to have remained
unchanged since December 31, 1975.

Effective August 1, 1986, any participant retiring under the plan shall
receive monthly benefits of not less than $5.00 for each year of credited
service. In addition to annual retirement benefits, the plan provides benefits
for disability, death and other terminations of employment after 10 years of
credited service. Early retirement is provided, with unreduced benefits, for
participants who are at least 55 years of age and whose age plus years of
service equal at least 85, and with reduced benefits for participants who are at
least 60 years of age with a minimum of 10 years of service.

In November 2000, the Pension Committee of the Board of Directors approved
an "Early Retirement Incentive Program" ("the Program"). Under the Program, a
select group of Plan participants who were over age 60 and had at least 10 years
of service were offered the opportunity to retire with enhanced benefits.
Specifically, for purposes of benefit computations, they were credited with the
additional age and service that they would have had if they continued in the
employ of the Company until age 65 and also received a temporary annuity of $750
per month payable until age 65. To take advantage of the Program, the
participant had to retire effective March 30 2001, with benefit payments
commencing on April 1, 2001. Nineteen participants elected to retire under the
Program.

DEF 14A 15th Page of 26 TOC 1st Previous Next ↓Bottom Just 15th
SUBSIDIARY PENSION PLAN

During 1995, the Company acquired Ready Mix Concrete Inc. (the
"Subsidiary"), which had its own pension program (the "Subsidiary's Pension
Plan"). The Subsidiary's Pension Plan covers all salaried employees of the
Subsidiary who are not subject to the terms of a union contract and who complete
at least 1,000 hours of service with the Subsidiary during the 12-month period
beginning on the date of employment or during any subsequent plan year. A
participant's pension is based upon such participant's plan compensation. Plan
compensation is equal to regular salary or wages, plus overtime, commissions and
bonuses.

Effective June 28, 1994, the Subsidiary amended its pension plan to modify
the benefit formula for determining an active participant's basic benefit. The
new program produces a career-average benefit at normal retirement age equal to
0.75% of annual plan compensation up to the Social Security Taxable Wage Base,
and 1.25% of annual plan compensation in excess of the Taxable Wage Base, for
each year of service after June 28, 1994.

For service until June 27, 1994, the Subsidiary's Pension Plan provides a
frozen benefit at normal retirement age equal to 20% of "average annual
compensation" plus 20% of average annual compensation in excess of $4,800 (the
total reduced by 1/15th for each year of service less than 15), and 0.5% of such
average annual compensation for each year of service exceeding 15. "Average
annual compensation" is the highest average plan compensation during any five
consecutive plan years in the ten-year period ending June 27, 1994. For each
year of service after June 27, 1994, the Subsidiary's Pension Plan provides an
additional benefit of 0.75% of that year's compensation up to the Social
Security Taxable Wage Base, plus 1.25% of that year's compensation in excess of
the Social Security Taxable Wage Base.

Effective January 1, 1997, coverage under the Subsidiary's Pension Plan was
extended to employees of another subsidiary of the Company, Concreto Mixto,
Inc., which merged with the Subsidiary. All service with Concreto Mixto, Inc. is
recognized for purposes of determining eligibility and vesting under the
Subsidiary's Pension Plan, but benefit accruals begin no earlier than January 1,
1997 under the career-average formula described above.

For unmarried retired participants, the normal retirement benefit is paid
in the form of a monthly life annuity with 120 payments guaranteed commencing at
retirement. For married retired participants, the normal retirement benefit
generally is an actuarially adjusted monthly joint and surviving spouse annuity
commencing at retirement and continuing for the participant's life with 50% of
such benefit continuing for the life of the participant's surviving spouse, if
any.

Normal retirement benefits under the Subsidiary's Pension Plan are payable
upon attainment of age 65. In addition to annual retirement benefits, the
Subsidiary's Pension Plan provides benefits for disability, death and other
terminations of employment after five years of credited service. Early
retirement is provided, with reduced benefits, for participants who are at least
55 years of age with a minimum of 10 years of service.

In addition to the Subsidiary's Pension Plan, the Subsidiary offers a
Savings Plan for all salaried employees who are not subject to the terms of a
union contract and who complete at least 1,000 hours of service with the
Subsidiary during the 12-month period beginning with the date of employment or
during any subsequent plan year. The Savings Plan was effective July 1, 1994,
and coverage was extended to employees of Concreto Mixto, Inc., effective
January 1, 1997. Contributions to the Savings Plan are based upon each
participant's plan compensation. Plan compensation is equal to regular salary or
wages, plus overtime, commissions and bonuses.

DEF 14A 16th Page of 26 TOC 1st Previous Next ↓Bottom Just 16th
Participants may elect to make basic contributions of from 1% up to 6% of
plan compensation on a before-tax basis. Any excess over 6% of plan compensation
on a before-tax basis is considered supplemental contribution. The Subsidiary
makes annual matching contributions of 50% of participant basic contributions,
up to 6% of compensation or $2,000, whichever is lower, per participant. In
addition, the Subsidiary may make discretionary profit-sharing contributions at
the end of each year. Such profit-sharing contributions are allocated to all
eligible employees, whether or not they elect to contribute to the plan.

Participants become fully vested in the Subsidiary's Saving Plan's matching
contributions and profit-sharing contributions after 3 years of service.

Withdrawals from the Subsidiary's Savings Plan prior to retirement or other
termination of employment are not permitted except in the case of financial
hardship. Upon retirement, a participant's account balance is distributed either
in a lump sum payment or in installments.

EXECUTIVE SEPARATION POLICY

The Company has separate agreements with 20 current members of management
and Antonio Luis Ferre. On May 3, 2000, the Company amended and restated
agreements originally signed in July 1998 between the Company and Miguel A.
Nazario, Antonio Luis Ferre Rangel and Jose O. Torres, respectively. The amended
and restated agreements changed certain provisions specifying the conditions
pursuant to which benefits may be received and provisions relating to payments
by the Company in substitution for benefits that otherwise might have been
received under the Company's pension plan. The form of these amended and
restated agreements was included as an Exhibit to Amendment No. 1 to the Form
10Q for the quarter ended June 30, 2000.

At the July 2000 Board meeting, the Company entered into severance
compensation agreements with six executives. These contracts were granted for
the first time to these executives and have terms similar to those agreements
executed in July 1998 with other key executives of the Company. These, among
other things, grant an amount equal to two and a half times compensation based
on average salary plus bonus during the three years prior to the date of a
takeover or change in control of the ownership of the Company. Benefits payable
under the contracts are triggered if, as a result of a change in control, these
executives are (1) laid off or forced to resign or (2) unable to function in the
position held prior to the change in control. A change in control is generally
defined as a third-party acquisition of the Company's shares representing 20% or
more of the total number of shares that may be cast for the election of
directors.

DIRECTORS' FEES

Standard remuneration for directors not employed by the Company is a $2,500
quarterly retainer fee and $1,000 for each Board or committee meeting attended.
In addition, the Company pays yearly premiums of approximately $582 on behalf of
each outside director in connection with group life and accident insurance
coverage. The Company accrued approximately $12,362 during the year as interest
for accumulated deferred compensation for one director and compensated two
directors an additional $50 per meeting for costs associated with traveling from
outside the San Juan, Puerto Rico metropolitan area.

DEF 14A 17th Page of 26 TOC 1st Previous Next ↓Bottom Just 17th
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2001, the Compensation Committee consisted of the following
non-employee directors of the Company: Jorge L. Fuentes, Alberto M. Paracchini
and Federico F. Sanchez.

As of December 31, 2001, the Company had available from Banco Popular de
Puerto Rico (a commercial bank) lines of credit of $10,000,000 for unsecured
short-term borrowings and/or discounting customer's trade paper. Within that
credit facility, our wholly owned subsidiaries, Florida Lime Corporation and
Ready Mix Concrete, Inc., each had available a sub-limit of $600,000 and
$3,000,000, respectively, for unsecured short-term borrowings. In addition, in
October 1998, the Company signed a loan agreement with Banco Popular de Puerto
Rico pursuant to which the Company guarantees a revolving line of credit of
$5,500,000 for Ready Mix Concrete, Inc. In 1998, the Company also executed
another loan agreement with Banco Popular pursuant to which the Company
guarantees a revolving line of credit for $5,000,000 issued to Ponce Capital
Corp., a wholly owned subsidiary. In September 1999, this credit facility was
increased to $10,500,000 and to $18,000,000 in May 2001. Alberto M. Paracchini
and Juan A. Albors are members of the board of directors of Banco Popular de
Puerto Rico, and Antonio Luis Ferre is the Vice-Chairman of its board of
directors.

During 2001, the Company and its subsidiaries sold products, in the normal
course of business, in the aggregate amount of $1,485,785 to Fuentes Concrete
Pile, Inc. and Gabriel Fuentes Jr. Construction Co., both Puerto Rico
corporations. Jorge L. Fuentes is Chairman of the Board of Directors and Chief
Executive Officer of each of these companies.

Also during 2001, the Company and its subsidiaries sold products, in the
normal course of business, in the aggregate amount of $62,328 to Interlink
Group, Inc, of which Federico F. Sanchez is President.

COMPENSATION COMMITTEE REPORT

The purpose of the Compensation Committee Report is to inform shareholders
of the compensation policies for executive officers and the rationale for the
compensation paid to the Chief Executive Officer ("CEO"). The Compensation
Committee consists of three members of the Board of Directors not employed by
the Company. The Committee's overall goal is to develop executive compensation
policies that are consistent with, and linked to, strategic business objectives
and Company values. It approves the design, assesses the effectiveness and
administers executive compensation programs in support of compensation policies.
The committee presents its decisions to the Board of Directors for approval and,
from time to time, seeks and receives information from management.

Compensation Philosophy

The compensation program is based on the achievement of business
objectives. The Company's primary business objective is to maximize shareholder
value over both the near-term and the long-term. To achieve this objective, the
compensation program is designed to relate pay to performance. The program also
strives to attract, retain and reward executives who contribute to the overall
success of the Company. By offering market-comparable pay opportunities, the
Company is able to maintain a stable and successful management team.

DEF 14A 18th Page of 26 TOC 1st Previous Next ↓Bottom Just 18th
Competitive Pay

The Company obtains salary and compensation surveys produced independently.
These provide data which allows the Compensation Committee to compare Company
compensation practices to a group of comparable local companies. The companies
chosen for comparison are not the same companies that comprise the Peer Group in
the Performance Graph included on page 18. The Compensation Committee believes
that because of geographical and other factors, the Company's most direct
competitors for executive talent are not the same companies that would be
included in a peer group established for comparing shareholder returns.

The key elements of the Company's executive compensation are base salary
and annual incentives. In determining compensation, all elements of an
executive's total compensation package, including pensions, insurance and other
benefits, are considered.

COMPENSATION VEHICLES

Salary

The Compensation Committee reviews each executive's base salary. Base
salaries for executives are determined by evaluating executives' levels of
responsibility, prior experience and breadth of knowledge, as well as external
pay practices at comparable companies. Increases to base salaries are driven
primarily by corporate and individual performance.

Base salaries are targeted at the median of the comparative market.
Salaries may be adjusted above or below the median based on corporate and
individual performances as well as other factors such as years of experience in
the position. Corporate and individual performance factors are equally weighted
in determining base salaries. Performance measures include the Company's return
on stockholder's equity, individual performance in securing specific strategic
goals, the Company"s performance against budget, cash flow per share and
performance compared with peer group cement companies.

Annual Cash Bonus

All employees are eligible for an annual cash bonus. For executives, this
bonus is based on the achievement of pre-established annual corporate and
individual performance goals. Bonuses are based on a percentage of base salary
and are set at the median of the comparative market according to the
individual's position.

Corporate and individual performance factors are equally weighted in
determining bonuses. Local laws provide for a minimum bonus to be paid to all
employees; the amount is increased when predetermined thresholds for corporate
performance are met. The Board of Directors approves the total appropriation for
the bonus each year, based on the achievement of these goals. In 2001, several
of the goals established for this year were not met, therefore, the bonus paid
to executive officers, as well as to all other employees, was reduced by 50%.
The Board believes that results for the year were impacted primarily by external
factors such as the slowdown of the economy and a reduction in cement and ready
mix concrete sales on the Island. Therefore, the Company paid the bonus
considering the results obtained during the year.

DEF 14A 19th Page of 26 TOC 1st Previous Next ↓Bottom Just 19th
CHIEF EXECUTIVE OFFICER

With respect to the base salary granted in 2001 to Miguel A. Nazario, Chief
Executive Officer and Chairman of the Board of Directors of the Company, the
Compensation Committee considered a comparison of base salaries of chief
executive officers of local peer companies, the Company's success in meeting its
goals with respect to the Company's operations and the completion of certain
strategic goals.

In its assessment of Mr. Nazario's individual performance during 2001, the
Compensation Committee emphasized the results of operations, the performance
against budget and the return on stockholder's equity. The results for this year
were affected by restructuring charges associated with the early retirement of
certain employees and the consolidation of the operations of Ready Mix Concrete,
Inc., a wholly owned subsidiary. In addition, economic conditions affecting the
local construction industry also influenced cement and ready mix concrete sales,
resulting in lower margins for this year. Mr. Nazario was granted a base salary
of $366,072 for 2001, an increase of 1.30% over his base salary for 2000, a
percentage lower than the previous year. His annual bonus payment was also based
on the results for the year; therefore Mr. Nazario received a reduction of 50%
on his annual bonus payment, when compared to the amount received the previous
year. Based on these factors, Mr. Nazario's annual bonus payment was $45,759 in
2001.

The Compensation Committee:

Jorge L. Fuentes, President
Alberto M. Paracchini
Federico F. Sanchez

DEF 14A 20th Page of 26 TOC 1st Previous Next ↓Bottom Just 20th
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
PUERTO RICAN CEMENT COMPANY, INC.'S COMMON STOCK PERFORMANCE,
THE S&P 500 INDUSTRIAL INDEX AND PEER GROUPS.

The graph presented below compares the cumulative total shareholder return
on the Company's Common Stock for the five years ended December 31, 2001, with
the cumulative total shareholder return for such period reflected in the
Standard and Poor's ("S&P") 500 Stock Index and in peer group indexes. It
includes comparisons with a peer group index of two competing cement, ready mix
concrete and aggregates companies. The peer group is comprised of Florida Rock
Industries and Lafarge North America, Inc. (formerly Lafarge Corp.). Texas
Industries, Inc. was included on last year's peer group comparison. After a
thorough analysis of this company, we concluded that, even thought it is in the
cement, concrete and aggregates industries, its primary industrial
classification is Iron and Steel and therefore it should be eliminated from our
peer group. The Company believes that the businesses conducted by the companies
included in this peer group are similar to the Company's business mix, providing
a meaningful comparison of stock performance.

The Company obtained the graph (and the information related to it) from
Standard & Poor's Compustat Services. The comparative returns shown in the graph
assume (i) a $100 investment in the Company's Common Stock, the common stock of
the companies included in the S&P 500 stock index or the common stock of the
companies in each of the peer groups at the market close on December 31, 1996
and (ii) the reinvestment of all dividends on a monthly basis over a five-year
period using 1996 as the base year.

Each of the companies included in the peer group has the same or similar
business products as the Company and is publicly listed on a national stock
exchange in the United States. Results were weighted according to market
capitalization. The stock price performance on the graph below is not
necessarily indicative of future price performance.

TOTAL SHAREHOLDER RETURN

(PERFORMANCE GRAPH)

[Enlarge/Download Table]

-------------------------------------------------------------------------------------------
DEC 96 DEC 97 DEC 98 DEC 99 DEC 00 DEC 01
-------------------------------------------------------------------------------------------

Puerto Rican Cement Co.,
Inc. $100.00 $164.37 $116.43 $115.76 $102.93 $ 67.93
S&P 500 Index $100.00 $133.36 $171.48 $207.56 $188.66 $166.24
Peer Group $100.00 $147.66 $204.94 $158.03 $149.80 $233.12

DEF 14A 21st Page of 26 TOC 1st Previous Next ↓Bottom Just 21st
CERTAIN TRANSACTIONS WITH MANAGEMENT

The following briefly summarizes certain transactions with the Company and
certain transactions relating to the officers, directors, or 5% beneficial
owners of the Company. Please see also "Compensation Committee Interlocks and
Insider Participation" on page 15 of this proxy statement.

Jose J. Suarez, a Director of the Company at December 31, 2001, received
the aggregate amount of $129,861 in consulting fees, including automobile
expenses, for work performed for the Company during 2001 under a consulting
contract. Mr. Suarez performed as a consultant in the management of the daily
operations of the Company and the amounts paid were in addition to directors'
fees received as a retainer and for his attendance at Board meetings. The terms
of such contract and consulting fees paid pursuant thereto are comparable to the
terms of and fees paid pursuant to contracts for similar services entered into
by the Company with outside parties. Mr. Suarez occupied the position of
Executive Vice President in charge of Operations of the Company until December
1995.

Antonio Luis Ferre, Director and Chairman of the Board of the Company until
May 2001, received the aggregate amount of $216,725 in consulting fees,
including automobile expenses, for work performed for the Company during 2001
under a consulting contract. Mr. Ferre performed as a consultant in the
management of the daily operations of the Company and the amounts paid were in
addition to directors' fees received as a retainer and for his attendance at
Board meetings up to May 2001. The terms of such contract and consulting fees
paid pursuant thereto are comparable to the terms of and fees paid pursuant to
contracts for similar services entered into by the Company with outside parties.
Mr. Ferre was the Chairman of the Board of the Company from January 1995 through
May 2001.

During 2001, the Company and its subsidiaries sold cement and ready mix
concrete in the aggregate of $486,943 to Venegas Construction Corporation in the
ordinary course of business, of which director Emilio Venegas Vilaro is the
President. The Company and its subsidiaries also paid an aggregate of $488,780
during 2001 to Venegas Construction Corporation for engineering and construction
services performed primarily at the Company's aggregate plant in Carolina,
Puerto Rico. The contract for the engineering and constructions work was awarded
based on competitive bids and amounts charged are competitive with amounts that
would have been charged for similar work by third parties.

The law firm Parra, Del Valle & Limeres, in which director Waldemar Del
Valle Armstrong is a partner, received the aggregate amount of $69,295 for legal
services and $3,949 for expenses incurred on behalf of the Company during 2001.
Mr. Del Valle Armstrong has been a director of the Company since 1997.

The law firm Totti & Rodriguez Diaz, legal counsel to the Company and in
which the Secretary of the Board of Directors of the Company, Etienne Totti Del
Valle is a partner, received the aggregate amount of $350,181 in fees for legal
services rendered during 2001 to the Company and its subsidiaries. The Company
also paid $12,000 in 2001 to Mr. Del Valle for his attendance to board meetings.

BOARD OF DIRECTORS COMMITTEES

The Board of Directors of the Company has, among others, the following
committees, which consisted of the following members during 2001: an Audit
Committee consisting of outside directors Messrs. Waldemar del Valle Armstrong,
Angel O. Torres and Juan A. Albors; a Compensation Committee consisting of
outside directors Alberto M. Paracchini, Federico F. Sanchez and Jorge L.
Fuentes; and a Nominating Committee consisting of directors Jorge L. Fuentes,
Luis Alberto Ferre Rangel and Alberto M. Paracchini.

DEF 14A 22nd Page of 26 TOC 1st Previous Next ↓Bottom Just 22nd
The functions of the Audit Committee and its activities during 2000 are
described below under the heading Report of the Audit Committee. During the
year, the Board of Directors examined the composition of the Audit Committee in
light of the adoption by the New York Stock Exchange (the "Exchange") of new
rules governing audit committees. Based upon this examination, the board
confirmed that all members of the Audit Committee are "independent" within the
meaning of the Exchange's new rules and within the meaning of the Company's
Audit Committee Charter, which was incorporated as Appendix A to last year's
proxy statement.

The Compensation Committee evaluates and makes recommendations to the Board
of Directors regarding the remuneration of directors, officers and salaried
employees. The policies and mission of the Compensation Committee are set forth
in the "Compensation Committee Report", which can be found beginning on page 15.

The Nominating Committee evaluates and makes recommendations to the Board
of Directors regarding nominees for directors. These nominations are submitted
to the Board, which votes on the candidates for acceptance as nominees.

The Board of Directors met 12 times, the Nominating Committee did not meet,
the Audit Committee met 5 times and the Compensation Committee met 3 times
during 2001. All directors attended at least 75% of the meetings of the Board
and each committee thereof of which he/she was a member during this year.

REPORT OF THE AUDIT COMMITTEE

The following report of the Audit Committee does not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other Company filing under the Securities Act of 1933 or the Securities Exchange
Act of 1934, except to the extent that the Company specifically requests that
the information be treated as soliciting material or specifically incorporates
the report by reference therein.

The Audit Committee is charged with monitoring the preparation of quarterly
and annual financial reports by the Company's management, including discussions
with management and the Company's outside directors. The committee also is
responsible for matters concerning the relationship between the Company and its
outside auditors. The committee has the ultimate authority to select, oversee,
evaluate and, where appropriate, to replace the outside auditor. The committee
also evaluates the Company's internal accounting controls and operating
procedures, including the review and approval of internal audit programs.

The Audit Committee has reviewed and discussed the audited financial
statements of the Company with management and has discussed with
PricewaterhouseCoopers LLP, the Company's independent auditors, the matters
required to be discussed under Statements on Auditing Standards No. 61 ("SAS
61"). In addition, the Audit Committee has received from PricewaterhouseCoopers
LLP the written disclosures and the letter required to be delivered by
PricewaterhouseCoopers LLP under Independent Standards Board Standard No. 1
("ISB Standard No. 1") addressing all relationships between the auditors and the
Company that might bear on the auditor's independence. The Audit Committee has
considered whether the provision of the services discussed under "Audit Fees",
"Financial Information Systems Design and Implementation Fees" and "All Other
Fees" below are compatible with maintaining PricewaterhouseCoopers LLP
independence and has satisfied itself that the provision of these services is so
compatible. The Audit Committee has reviewed the materials received from
PricewaterhouseCoopers LLP, has met with representatives from
PricewaterhouseCoopers LLP to discuss the independence of the auditing firm and
has satisfied itself as to the auditor's independence.

DEF 14A 23rd Page of 26 TOC 1st Previous Next ↓Bottom Just 23rd
Based on the Audit Committee's review of the financial statements, its
discussion with PricewaterhouseCoopers LLP regarding SAS 61 and the written
materials provided by PricewaterhouseCoopers LLP under ISB Standard No. 1 and
the related discussion with PricewaterhouseCoopers LLP of their independence,
the Audit Committee has recommended to the Board of Directors that the audited
financial statements of the Company be included in its Annual Report on Form
10-K for the fiscal year ended December 31, 2001, for filing with the Securities
and Exchange Commission.

On June 28, 2000 the Board of Directors adopted a written charter for the
Audit Committee. A copy of the Company's Audit Committee Charter is attached as
Appendix A to last year's proxy statement.

THE AUDIT COMMITTEE:

Juan A. Albors, President
Waldemar Del Valle Armstrong
Angel O. Torres

INDEPENDENT ACCOUNTANTS

The Board of Directors again selected certified public accountants,
PricewaterhouseCoopers LLP, to audit the accounts of the Company for the year
2002 during its February meeting. A representative of PricewaterhouseCoopers LLP
is expected to be present at the meeting of stockholders and available to answer
stockholders' questions and, if he so desires, to make a statement. The audit
services performed for the Company by PricewaterhouseCoopers LLP include the
examination of the annual financial statements and financial information
contained in the Company's report on Form 10-K filed with the Securities and
Exchange Commission and the reviews of the financial statements included in the
Forms 10Q, in addition to consultation from time to time with officers of the
Company in connection with various accounting methods and procedures.

AUDIT FEES

The aggregate fees for professional services rendered by
PricewaterhouseCoopers LLP relating to the audit of the Company's annual
financial statements for the year and the reviews of the financial statements
included in the forms 10-Q for the year totaled $292,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

The aggregate fees billed during 2001 by PricewaterhouseCoopers LLP
relating to information technology systems design and implementation, completed
in June 2001 totaled $716,000.

ALL OTHER FEES

Fees billed for all other services during 2001, primarily fees for tax
services, totaled approximately $88,000.

DATE OF RECEIPT OF STOCKHOLDERS' PROPOSALS

Stockholders who intend to present proposals at the 2003 annual meeting of
stockholders must submit their proposals to the Company on or before November
28, 2002.
21

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OTHER MATTERS

To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the two fiscal years ended December 31, 2001, all
Section 16 (a) filing requirements of the Securities and Exchange Act of 1934,
as amended, applicable to the Company were complied with.

As of the date of this proxy statement, the Board of Directors does not
intend to bring any other business before the meeting, nor is it aware of anyone
else intending to do so. However, should any other business properly come before
the meeting, it is the intention of the persons named in the enclosed proxy to
vote as proxies on such matters in accordance with their best judgment.

By Order of the Board of Directors

Etienne Totti Del Valle
Secretary

PUERTO RICAN CEMENT COMPANY, INC.

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PROXY
PUERTO RICAN CEMENT COMPANY, INC.

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, MAY 1, 2002

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.

The undersigned stockholder of PUERTO RICAN CEMENT COMPANY, INC. (the
"Company") hereby appoints FERNANDO L. VARGAS, ROBERTO ROMANELLI, and JOSE A.
COSTA, and each of them, proxies of the undersigned, each with power of
substitution, to vote as designated below all shares of common stock of the
Company held of record by the undersigned on March 14, 2002 at the Annual
Meeting of Stockholders to be held at the offices of the Company, Amelia
Industrial Park, Guaynabo, Puerto Rico, on May 1, 2002 at 10:00 o'clock A.M.,
Atlantic Standard Time, and at any adjournment thereof, with all powers the
undersigned would possess if personally present.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)

- FOLD AND DETACH HERE. -

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your votes as [X]
indicated in
this example

[Enlarge/Download Table]

FOR WITHHOLD
all nominees all votes for the election
listed below (except as marked of all nominees
to the contrary below). listed below.
1. ELECTION OF CLASS III DIRECTORS [ ] [ ]

Nominees: 01 Alberto M. Paracchini, 02 Jose J. Suarez, 03 Antonio Luis Ferre
Rangel, 04 Emillo Venegas Vilaro and 05 Maria Lorenza Ferre Rangel

(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)

--------------------------------------------------------------------------------

2. In their discretion, the proxies are authorized to vote upon other
business as may lawfully come before the meeting or any adjournment
thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION TO VOTE IS MADE DIRECTLY BY A
BENEFICIAL HOLDER, THIS PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS.

PLEASE SIGN AND DATE WHERE INDICATED BELOW AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE. NO POSTAGE REQUIRED.

The undersigned hereby acknowledges receipt of the Annual Report for 2001, the
Notice of Annual Meeting of Stockholders and the Proxy Statement relating to
said Annual Meeting, and hereby revokes any proxy or proxies heretofore given
in respect of the same shares of stock.

________
|
|
|

Signature Date
-------------------------------------------- --------------------
Signature should agree with name on stock certificate. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.

--FOLD AND DETACH HERE--

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEF 14A’ Filing	Date	First	Last	Other Filings

	11/28/02	23
For Period End:	5/1/02	2	25
Filed on:	4/4/02
	3/28/02	2	3	10-K
	3/14/02	2	25
	2/14/02	9		SC 13G/A
	2/7/02	9
	12/31/01	7	24	10-K
	4/1/01	14
	3/31/01	12		10-Q
	6/30/00	16		10-Q, 10-Q/A
	6/28/00	23
	5/3/00	16		DEF 14A
	1/1/97	15
	12/31/96	20		10-K405
	1/1/95	4
	7/1/94	15
	6/28/94	15
	6/27/94	15
	1/1/94	14
				List all Filings

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Filing Submission 0000950144-02-003517 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Puerto Rican Cement Co Inc – ‘DEF 14A’ for 5/1/02

On: Thursday, 4/4/02 · For: 5/1/02 · Accession #: 950144-2-3517 · File #: 1-04753

Previous ‘DEF 14A’: ‘DEF 14A’ on 4/20/01 for 5/2/01 · Latest ‘DEF 14A’: This Filing

Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents