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Puerto Rican Cement Co Inc · DEF 14A · For 5/4/94

Filed On 3/29/94   ·   Accession Number 950144-94-735   ·   SEC File 1-04753

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

 3/29/94  Puerto Rican Cement Co Inc        DEF 14A     5/04/94    1:56K                                    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 - Definitive Proxy Statement      21    110K 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
12Summary Compensation Table
14Compensation Committee Report
15Salary
17Compensation Committee Interlocks and Insider Participation
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SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant / / Filed by a Party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement /X/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12 Puerto Rican Cement Company, Inc. -------------------------------------------------------------------------------- (Name of Registrant as Specified in Charter) Puerto Rican Cement Company, Inc. -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): /X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(j)(2). / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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: (4) Proposed maximum aggregate value of transaction: Set forth the amount on which the filing fee is calculated and state how it was determined. / / 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:
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PUERTO RICAN CEMENT COMPANY, INC. --------------------- NOTICE OF ANNUAL MEETING OF STOCKHOLDERS MAY 4, 1994 --------------------- 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 4, 1994 at 10:00 a.m. Atlantic Standard Time for the following purposes: 1. The election of six Class I 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 18, 1994 will be entitled 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. For your convenience, we enclose 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 material will be mailed to stockholders on or about March 31, 1994. By Order of the Board of Directors Daniel R. Dominguez Secretary Guaynabo, Puerto Rico March 31, 1994
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PUERTO RICAN CEMENT COMPANY, INC. --------------------- PROXY STATEMENT --------------------- ANNUAL MEETING OF STOCKHOLDERS, MAY 4, 1994 The enclosed proxy is being solicited by the Board of Directors of the Company for the annual meeting of stockholders to be held on May 4, 1994. This proxy statement, with the accompanying Notice of Annual Meeting of Stockholders and proxy card, is being mailed to stockholders beginning on or about March 31, 1994. In addition to solicitation by mail, solicitation of proxies may be made personally or by telephone or telegraph by the Company's regular employees. 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 cost of solicitation will be paid by the Company. 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 $6,000.00. 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 18, 1994, the Company had outstanding 5,807,700 shares (exclusive of 192,300 treasury shares) of Common Stock, par value $1 per share. Each outstanding share of Common Stock is entitled to one vote. Only stockholders of record at the close of business on March 18, 1994 will be entitled to vote at the meeting. For information regarding principal holders of the Company's Common Stock, see "Information about Nominees, Directors, and Principal Stockholders" below. ELECTION OF DIRECTORS The current Class I directors are Carlos J. Suarez, Hector Puig Ramirez, Oscar A. Blasini, Salvador E. Casellas, Hector del Valle and Mariano J. Mier. Class II directors are Rosario J. Ferre, Esteban D. Bird, Federico F. Sanchez, Jorge L. Fuentes, Juan A. Albors and Federico M. Stubbe. The Class III directors are Antonio Luis Ferre, Alberto M. Paracchini, Jose J. Suarez, Wallace Gonzalez Oliver, Emilio J. Venegas and Antonio Luis Ferre Rangel. Each class serves a three year term, which terms are currently to expire on the date of the respective annual meetings as follows: Class I, 1994; Class II, 1995; and Class III, 1996. It is anticipated that the proxy will be voted for the individual nominees for Class I directors named below, unless authority is withheld to vote for all or some of such individuals as indicated on the proxy card. The names of the nominees for Class I directors are: Carlos J. Suarez, Hector Puig Ramirez, Oscar A. Blasini, Salvador E. Casellas, Hector del Valle and Mariano J. Mier. All are directors at the present time. Pursuant to the Company's By-laws, the election of any director requires an affirmative vote of a majority of the votes of the Company's Common Stock represented at the Annual Meeting in person or by proxy and entitled to vote on that proposal. Votes cast by proxy or in person at the Annual Meeting will be counted by
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the persons appointed by the Company to act as election inspectors for the 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, however, will constitute a vote "against" any proposal. The election inspectors will treat "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) as if the broker never voted. If no directive is given, with respect to each proposal, the proxy will be tallied as a vote "for" management. Each Class I director elected at this meeting shall serve from the time of election and qualification until the third annual meeting following election and until a successor shall have been elected and shall have qualified. If any nominee is unable to serve as director, an event which 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 I DIRECTOR NOMINEES NAMED ABOVE. INFORMATION ABOUT NOMINEES, DIRECTORS AND PRINCIPAL STOCKHOLDERS [Enlarge/Download Table] NUMBER OF SHARES AND PERCENTAGE OF SERVED OUTSTANDING SHARES AS OF COMMON STOCK PRINCIPAL OCCUPATION DIRECTOR OWNED BENEFICIALLY NAME AGE FOR THE LAST FIVE YEARS SINCE(A) AT MARCH 18, 1994 ------------------------- --- -------------------------------------- -------- ------------------ CLASS I DIRECTORS AND NOMINEES Carlos J. Suarez 69 Chairman of the Board and Chief 1980 390(b) Executive Officer of the Company since 1985 and President from 1983 to 1987. Hector Puig Ramirez 55 President of Ferreterias Puig, Inc. 1979 None (distributors of construction materials) since 1961; President of Livio Puig Inc. (real estate company) and President of Puig Rental Inc. (construction equipment and tool leasing company) since 1961. Oscar A. Blasini 57 President since 1981 of G.B. 1975 300(b) Investments, Inc. (real estate development and investment company). Salvador E. Casellas 58 Partner in Fiddler, Gonzalez Rodriguez 1984 None (law firm) since 1965. Hector del Valle 56 President of the Company since 1988, 1987 None Director since 1987 and Senior Vice President of Finance and Secretary from 1983 to 1987. 2
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[Enlarge/Download Table] NUMBER OF SHARES AND PERCENTAGE OF SERVED OUTSTANDING SHARES AS OF COMMON STOCK PRINCIPAL OCCUPATION DIRECTOR OWNED BENEFICIALLY NAME AGE FOR THE LAST FIVE YEARS SINCE(A) AT MARCH 18, 1994 ------------------------- --- -------------------------------------- -------- ------------------ Mariano J. Mier* 53 President of Mier Group Inc. 1988 None (commercial business and consultants) Dean of Business Administration at Universidad Metropolitana since July 1993; Professor at Fundacion Ana G. Mendez and Universidad Metropolitana (four year colleges) Director of York College, June 1992 to June 1993; Chairman of the Board and Director of First Continental Corp. (NASD broker dealer), First Continental Holding Corp. (holding company) and Athena Capital Management Corp. from 1990 to 1992; President from 1982 to 1990 and Director and Chairman of the Board from 1988 to 1990 of First Federal Savings Bank (commercial savings institution). CLASS II DIRECTORS Rosario J. Ferre 55 Second Vice President since 1983 and 1992 32,688(c) Director since 1960 of Luis A. Ferre (0.56%) Foundation, Inc. (non profit foundation) (an adult daughter of Luis A. Ferre and sister of Antonio Luis Ferre). Esteban D. Bird 62 President of Bird Construction Company 1973 None (general contractors), since 1964; Director of BanPonce Corporation (bank holding company) and of Banco de Ponce (commercial bank) from 1989 to 1990; Director of Banco Popular de Puerto Rico (commercial bank) since 1991. Federico F. Sanchez 52 President of Federico F. Sanchez and 1982 366(b) Company, Inc. since 1977; President of Interlink Group Inc. (real estate consultants, brokers and developers) since 1986. 3
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[Enlarge/Download Table] NUMBER OF SHARES AND PERCENTAGE OF SERVED OUTSTANDING SHARES AS OF COMMON STOCK PRINCIPAL OCCUPATION DIRECTOR OWNED BENEFICIALLY NAME AGE FOR THE LAST FIVE YEARS SINCE(A) AT MARCH 18, 1994 ------------------------- --- -------------------------------------- -------- ------------------ Jorge L. Fuentes 45 Chairman of the Board and Chief 1984 None 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. Juan A. Albors 57 Chairman and Chief Executive Officer 1986 2,100(b) of Albors Housing Development Corporation (real estate developers and investors) since 1977; Director of BanPonce Corporation (bank holding company) and Banco de Ponce (commercial bank) from 1984 to 1990; Director of Banco Popular de Puerto Rico (commercial bank) since 1990; member from 1985 to 1993 and Chairman of the Board of Governors of the Puerto Rico Maritime Shipping Authority from 1989 to 1993. Federico M. Stubbe 45 President of Comunidades Fermaral Inc. 1993 None (residential real estate developers) since 1987. 4
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[Enlarge/Download Table] NUMBER OF SHARES AND PERCENTAGE OF SERVED OUTSTANDING SHARES AS OF COMMON STOCK PRINCIPAL OCCUPATION DIRECTOR OWNED BENEFICIALLY NAME AGE FOR THE LAST FIVE YEARS SINCE(A) AT MARCH 18, 1994 ------------------------- --- -------------------------------------- -------- ------------------ CLASS III DIRECTORS Antonio Luis Ferre 60 Vice Chairman of the Board and 1959 433,467(d) Director of the Company since 1985 (7.46%) and Chairman of the Board from 1980 to 1985; President of El Dia, Inc. (newspaper publishing company) since 1969; Director of AMR Corporation (commercial airline) since 1976; Director of Metropolitan Life Insurance Company of New York (insurance company) since 1987; Director and Vice Chairman of BanPonce Corporation (bank holding company) since 1984 and Banco de Ponce (commercial bank) from 1959 to 1990; Director and Vice Chairman of Banco Popular de Puerto Rico (commercial bank) since 1991; Director of Pueblo Extra Supermarket (food retailer) since 1993 (father of Antonio Luis Ferre Rangel, adult son of Luis A. Ferre and brother of Rosario J. Ferre). Alberto M. Paracchini 61 Vice Chairman of the Board of the 1968 None Company and Director 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); President from 1984 to 1990 and Director and Chairman of the Board from 1985 to 1993 of BanPonce Corporation (bank holding company); Chairman of the Board from 1986 to 1993 of Vehicle Equipment Leasing Corporation (automobile leasing company); Director since 1991 and Chairman of the Board from 1991 to 1993 of Banco Popular de Puerto Rico (commercial bank), Popular Leasing & Rental, Inc. and Popular Consumer Services, Inc.; Director of HDA Management Corporation since December 1993. 5
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[Enlarge/Download Table] NUMBER OF SHARES AND PERCENTAGE OF SERVED OUTSTANDING SHARES AS OF COMMON STOCK PRINCIPAL OCCUPATION DIRECTOR OWNED BENEFICIALLY NAME AGE FOR THE LAST FIVE YEARS SINCE(A) AT MARCH 18, 1994 ------------------------- --- -------------------------------------- -------- ------------------ Wallace Gonzalez Oliver 68 Attorney at Law and Partner in law 1975 600(b) firm Gonzalez Oliver, Correa Calzada, Collazo, Salazar, Herrero & Jimenez since July 1991; President of Las Americas Trust Company (commercial bank) from 1985 to 1991. Emilio J. Venegas 66 President of Sanson Corporation (rock 1977 43,000 and concrete products) since 1983; (0.7%) Secretary since 1989 of Venegas Construction Corporation (general contractors); Director of BanPonce Corporation (bank holding company) since 1984 and Banco de Ponce (commercial bank) from 1973 to 1990. Jose J. Suarez 58 Executive Vice President in Charge of 1989 None Operations of the Company since 1988, Senior Vice President -- Operations from 1983 to 1987; Director of Scotia Bank of Puerto Rico (commercial bank) since February 1992. Antonio Luis Ferre Rangel 27 Assistant Plant Manager of the Company 1993 18,412(d) since 1992 (an adult son of Antonio (0.3%) Luis Ferre). All Directors and Executive Officers as a Group (19 persons in total including those listed above) 531,383(e) --------------- (a) Dates refer to periods served as a director of either the Company or Ponce Cement Corporation, which was merged into the Company on March 14, 1963. (b) Number of shares set forth represents in each case less than 0.10% of the outstanding shares of Common Stock. (c) 32,688 shares (0.56%) of the Company's Common Stock are held as follows: (1) direct ownership by Rosario J. Ferre, director of the Company, of 2,688 shares (0.04%) of the Company's Common Stock; and (2) through her 100% ownership of R.F.T. Investment Corp., a Puerto Rico corporation, which owns of record 30,000 shares (0.52%) of the Company's Common Stock. In addition, Rosario J. Ferre shares voting and investment power regarding 537,174 shares (9.25%) of the Company's Common Stock held of record by South Management Corporation which corporation is wholly owned by Papelera Nacional, Inc., a Puerto Rico corporation, which in turn is wholly owned by Sanber Investments S. A. The reporting 6
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person has a 12.5% ownership interest in Sanber Investments S. A. and shares voting and investment power with Mr. Luis A. Ferre and Mr. Antonio Luis Ferre as a result of a contract arrangement dated April 21, 1989 granting said powers to the Board of Directors of South Management Corporation of which Mrs. Ferre is a member. (See also final footnote on page 9). (d) 276,804 shares (4.77%) of the outstanding Common Stock are held by Ferre Investment Fund, Inc., a Puerto Rico corporation wholly owned by Antonio Luis Ferre, a director of the Company since 1959, and his family. Out of this total, Antonio Luis Ferre Rangel, adult son of Antonio Luis Ferre, claims beneficial ownership of 8,237.7 shares (0.01%). Antonio Luis Ferre retains sole voting power with respect to the total shares owned by Ferre Investment Fund, Inc. and claims beneficial ownership of 268,566.3 shares (4.62%). 175,074 shares (3.01%) of the outstanding Common Stock are held by El Dia, Inc., a Puerto Rico corporation, 84.6% owned by Antonio Luis Ferre and his family. Out of this total, Antonio Luis Ferre Rangel, adult son of Antonio Luis Ferre, claims beneficial ownership of 10,173.5 shares (0.02%). Antonio Luis Ferre retains shared voting power with respect to 84.6% of the total shares owned by El Dia, Inc. and claims beneficial ownership of 164,900.5 shares (2.84%). In addition, Antonio Luis Ferre shares voting and investment power regarding 537,174 shares (9.25%) of the Company's Common Stock held of record by South Management Corporation which corporation is wholly owned by Papelera Nacional, Inc., a Puerto Rico corporation, which in turn is wholly owned by Sanber Investments S. A. The reporting person has a 12.5% ownership interest in Sanber Investments S. A. and shares voting and investment power with Mr. Luis A. Ferre and Mrs. Rosario J. Ferre as a result of a contract arrangement dated April 21, 1989 granting said powers to the Board of Directors of South Management Corporation of which Mr. Ferre is a member. (See also final footnote on page 9). (e) All of the directors and executive officers of the Company as a group, including officers not listed, own 531,383 shares (9.15%) of the Company's Common Stock and, as described above, Antonio Luis Ferre and Rosario J. Ferre share voting power and investment power regarding 537,174 shares (9.25%) of the Company's Common Stock held of record by South Management Corp. * In a settlement, without admitting to any violation, Mr. Mier agreed to a Consent Decree dated June 17, 1992 with the Office of the Thrift Supervision of the U.S. Department of the Treasury prohibiting him from holding any office or participating in the conduct of First Federal Savings Bank and the institutions and agencies specified in Sections 8(e), (7) and (8)(b) (8) of the Federal Deposit Insurance Act. Under the order, Mr. Mier was required to make restitution of the amount of $90,000 for the benefit of the Bank and pay $10,000 in civil penalties. 7
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS In addition to the directors listed above who beneficially own more than 5% of the outstanding shares of the Company's Common Stock, the following persons beneficially own 5% or more of the outstanding shares of Common Stock. [Download Table] NUMBER OF SHARES AND PERCENT OF BENEFICIAL OWNERSHIP OUTSTANDING NAME AND ADDRESS AS OF MARCH 18, 1994 SHARES ----------------------------- -------------------- ----------- Luis A. Ferre G.P.O. Box 6108 San Juan, Puerto Rico 00936 (a)* (a)* Herman Ferre, Jr. The Chase Manhattan Bank Building Suite 1214 254 Munoz Rivera Avenue Hato Rey, Puerto Rico 00919 (b)* (b)* Charles M. Royce Quest Management Company Quest Advisory Corp. 1414 Avenue of the Americas New York, New York 10019 496,200(c) 8.54%(c) Ryback Management Corporation 7711 Carondelet Ave., Suite 700 P.O. Box 16900 St. Louis, Missouri 63105 322,500(d) 5.55%(d) Lazard Freres & Co. One Rockefeller Plaza New York, N.Y. 10020 314,800(e) 5.42%(e) --------------- (a) As of March 18, 1994, Luis A. Ferre (father of Antonio Luis Ferre and Rosario J. Ferre), while not directly owning of record any shares of the Company's Common Stock, had a beneficial interest in 485,247 shares (8.36%) of the Company's Common Stock through the Luis A. Ferre Foundation, Inc., a charitable foundation, respecting which Mr. Ferre, as its President, votes the Company's Common Stock owned of record by the Foundation. In addition, Luis A. Ferre shares voting and investment power regarding 537,174 shares (9.25%) of the Company's Common Stock held of record by South Management Corporation, which corporation is wholly owned by Papelera Nacional, Inc., which in turn is 100% owned by Sanber Investments S. A. The reporting person has a 25% ownership interest in Sanber Investments S. A. and shares voting and investment power with Mr. Antonio Luis Ferre and Mrs. Rosario J. Ferre as a result of a contract arrangement dated April 21, 1989 granting said powers to the Board of Directors of South Management Corporation of which Mr. Ferre is a member. (See also final footnote on page 9). (b) As of March 18, 1994, Herman Ferre, Jr. (a first cousin of Antonio Luis Ferre and Rosario J. Ferre) owned 94,866 shares (1.63%) of the outstanding Common Stock of the Company. In addition, Herman Ferre, Jr. and his wife and children have a beneficial interest and investment power regarding 537,174 8
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shares (9.25%) of the Company's Stock held of record by Brim Incorporado which corporation is wholly owned by Papelera Nacional, Inc., a Puerto Rico corporation, which in turn is wholly owned by Sanber Investments S. A. The reporting person has a 50% ownership interest in Sanber Investments S. A. and has voting and investment power as a result of a contract arrangement dated April 21, 1989 granting said powers to the Board of Directors of Brim Incorporado of which Mr. Ferre is a member. (See also final footnote on page 9). (c) Charles M. Royce, a U.S. citizen; Quest Advisory Corp. ("Quest"), a New York corporation; and Quest Management Company ("QMC"), a Connecticut general partnership, as a group, is the beneficial owner of 496,200 shares (8.54%) of the Company's Common Stock. Mr. Charles M. Royce is deemed to be a controlling person of QMC and Quest. QMC has 42,700 shares (0.73%) of the Company's Common Stock registered under its name and Quest has 453,500 shares (7.81%) of the Company's Common Stock registered under its name. Both are registered investment advisers. Quest and QMC have sole dispositive and voting power regarding their respective portion of the Company's Common Stock. (d) Ryback Management Corporation ("RMC"), a Missouri corporation, is the beneficial owner of 322,500 shares (5.55%) of the Company's Common Stock. RMC is a registered investment adviser and one or more of its clients is the legal owner of the Company's Common Stock registered under RMC. The largest among these holdings is that of Lindner Fund, Inc. Lindner Fund, Inc. holds shared voting control and dispositive power over the shares owned by it (315,300 or 5.43%) and RMC shares voting control and holds sole dispositive power over the shares (7,200 or 0.12%) registered under its name. (e) Lazard Freres & Co. ("LFC"), a New York partnership, is the beneficial owner of 314,800 shares (5.42%) of the Company's Common Stock. LFC is a registered investment adviser and one or more of its clients is the legal owner of the Company's Common Stock registered under LFC. The largest among these holdings (171,900 or 2.96%) is that of Lazard Special Equity Fund, Inc. LFC holds sole voting control over 297,200 shares and sole dispositive power over all 314,800 shares registered under its name. * The shared voting and investment power regarding shares of the Company's Common Stock attributable to Antonio Luis Ferre (described in footnote (d) on page 7), Rosario J. Ferre (described in footnote (c) on page 6), Luis A. Ferre (described in footnote (a) on page 8), and Herman Ferre, Jr. (described in footnote (b) on page 8) by reason of their holdings of Sanber Investments, S. A. is based upon a contract arrangement dated April 21, 1989 granting voting and investment powers to the respective Board of Directors of South Management Corporation and Brim Incorporado. Each of said persons disclaims that he or she is acting as a group with regard to such shared voting and investment power. Sanber Investments, S. A., a Panama corporation, has a 100% ownership in Papelera Nacional, Inc., a Puerto Rico corporation, which in turn has a 100% ownership interest in both South Management Corporation, a Puerto Rico corporation, which holds of record 537,174 shares (9.25%) of the Company's Common Stock, and Brim Incorporado, a Puerto Rico corporation, which holds of record 537,174 shares (9.25%) of the Company's Common Stock. 9
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EXECUTIVE COMPENSATION Set forth below is the compensation paid by the Company (none is paid by any subsidiary) during each of the last three fiscal years ended December 31, 1993 to its Chairman and Chief Executive Officer and the Company's four other most highly paid executive officers whose aggregate remuneration exceeded $100,000.  SUMMARY COMPENSATION TABLE [Enlarge/Download Table] ANNUAL COMPENSATION --------------------- OTHER ANNUAL NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) ----------------------------------------------- ---- -------- -------- --------------- Carlos J. Suarez 1993 $340,000 $ 87,000 $18,443 Chairman, Director 1992 310,668 81,000 20,804 Chief Executive Officer 1991 370,313 102,951 17,295 Hector del Valle 1993 227,895 47,400 10,056 President, Director 1992 166,397 44,400 8,850 1991 154,933 40,189 8,956 Jose J. Suarez 1993 186,385 45,000 8,190 Executive V.P. 1992 162,400 42,000 5,754 Director 1991 145,600 54,810 9,485 Jose O. Torres 1993 103,683 16,522 12,227 Vice President of Finance, 1992 102,849 15,022 12,268 Assistant Secretary and Treasurer 1991 92,376 15,050 10,375 Rene Di Cristina 1993 95,786 19,125 14,348 Vice President -- Sales 1992 91,395 17,875 17,025 1991 83,448 15,565 9,382 --------------- (1) The Company furnished automobiles to its executive officers, including the five individuals named above. Other Annual Compensation reflects cost to the Company of furnishing such automobiles to the listed officers and paying related expenses. Named officers received no compensation other than that presented in the Summary Compensation Table included herein. Mr. Hector del Valle received payment in cash equivalent to $42,203 in 1993 for vacation time not taken in prior years. This is a non-recurrent event and has no relation to the Company's salary program. The column of the table marked as "salary" includes cash payments for vacation time not used by the executive. 10
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PENSION PLANS 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 and years of credited service. Amounts are based on straight life annuities including estimated social security benefits deducted in calculating benefits paid under the plan. YEARS OF CREDITED SERVICE(A) [Download Table] HIGHEST FIVE YEAR AVERAGE COMPENSATION(B) 10 15 20 25 30 35 40 --------------- ------- ------- -------- -------- -------- -------- -------- $ 65,900 $ 8,778 $13,166 $ 17,555 $ 22,269 $ 26,983 $ 31,696 $ 36,410 90,000 12,528 18,791 25,055 31,769 38,483 45,196 51,910 115,000 16,278 24,416 32,555 41,269 49,983 58,696 67,410 140,000 20,028 30,041 40,055 50,769 61,483 72,196 82,910 165,000 23,778 35,666 47,555 60,269 72,983 85,696 98,410 190,000 27,528 41,291 55,055 69,769 84,483 99,196 113,910 215,000 31,278 46,916 62,555 79,269 95,983 112,696 129,410 240,000 35,028 52,541 70,055 88,769 107,483 126,196 144,910 265,000 38,778 58,166 77,555 98,269 118,983 139,696 160,410 290,000 42,528 63,791 85,055 107,769 130,483 153,196 175,910 315,000 46,278 69,416 92,555 117,269 141,983 166,696 191,410 340,000 50,028 75,041 100,055 126,769 153,483 180,196 206,910 365,000 53,778 80,666 107,555 136,269 164,983 193,696 222,410 390,000 57,528 86,291 115,055 145,769 176,483 207,196 237,910 --------------- (a) As of December 31, 1993, Carlos J. Suarez had 41 years of credited service and $302,135 of annual remuneration covered by the plan and was entitled to a yearly pension benefit of $180,000 at the retirement of age 69; Hector del Valle, 36 years and $189,600 (entitled to a yearly pension benefit of $173,000 at normal retirement age); Jose J. Suarez, 34 years and $180,000 (entitled to a yearly pension benefit of $136,000 at normal retirement age); Jose O. Torres, 16 years and $104,000 (entitled to a yearly pension benefit of $75,000 at normal retirement age); and Rene Di Cristina, 10 years and $91,800 (entitled to a yearly pension benefit of $102,000 at normal retirement age). All estimated pension benefit information assumes average salary increases of 5% up until retirement at age 65 except with respect to Mr. Carlos J. Suarez who is assumed to retire at age 69. (b) A participant's pension is based upon such participant's "covered compensation". Covered compensation is computed by annualizing the average monthly eligible compensation received by the participant from the Company during the 60-month period in which the participant received his 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. 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. 11
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Effective January 1, 1994, the Company amended the pension plan to modify the benefit formula for determining an active participant's basic benefit. The new 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 as 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 basic 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 plus (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 remain 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 for participants at least 55 years of age. EXECUTIVE SEPARATION POLICY The Company has entered into separate agreements with 19 members of management including Messrs. Antonio Luis Ferre, Carlos J. Suarez, Hector del Valle, Jose J. Suarez, Jose O. Torres and Rene Di Cristina. These contracts were ratified by the Company's Board of Directors at its meeting of August 24, 1988. The contracts, 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) are 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 which may be cast for the election of directors.  COMPENSATION COMMITTEE REPORT The purpose of this report is to inform shareholders of the Compensation Committee's compensation policies for executive officers and the rationale for compensation paid to the Chief Executive Officer (CEO). This report is submitted by the Compensation Committee. The Compensation Committee consists of three non-employee directors of the Company. The Compensation Committee's overall goal is to develop executive compensation policies that are consistent with, and linked to, strategic business objectives and Company 12
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values. The Compensation Committee approves the design of, assesses the effectiveness of, and administers executive compensation programs in support of compensation policies. The Compensation Committee presents its decisions to the Board of Directors for approval. Compensation Philosophy The compensation program followed by the Company is based on the achievement of business objectives. The Company's primary business objective is to maximize shareholder value. To achieve this objective, the compensation program is designed to relate pay to performance. Expected corporate and individual performance goals are established by the Board of Directors at the beginning of each fiscal year. The program also strives to attract, retain, and reward executives who contribute to the overall success of the Company. Each program element, therefore, should target compensation levels that are at the median of a comparative market. Offering market-comparable pay opportunities allows the Company to maintain a stable, successful management team. Competitive Pay Competitive market data is provided by an independent compensation consultant. The data provided compares Company compensation practices to a group of comparable companies. The Company's market for compensation comparison purposes is comprised of a group of companies who tend to have similar philosophies, sales volumes, and operations in Puerto Rico or multinationally. The Compensation Committee reviews and approves the selection of companies used for compensation comparison purposes. The companies chosen for comparison are not in all cases the same companies which comprise the Peer Group in the Performance Graph included at page 15. The Compensation Committee believes that 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. With respect to the base salary granted to Mr. Carlos J. Suarez (Chairman and CEO) in 1993, the Compensation Committee took into account a comparison of base salaries of chief executive officers of local peer companies, the Company's success in meeting its return on equity goals in 1992, the performance of the Company's common stock and the assessment by the Compensation Committee of Mr. Suarez' individual performance. The Compensation Committee also took into account the longevity of Mr. Suarez' service to the Company and its firm belief that Mr. Carlos J. Suarez has established a reputation in the cement industry for his knowledge and experience in this field and is an excellent representative of the Company to the public by virtue of his stature in the industry and in the community. Mr. Suarez was granted a base salary of $340,000 for 1993, an increase of 9.5% over his $310,668 base salary for 1992. Compensation Vehicles 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 pension plans, insurance, and other benefits are considered.  Salary The Compensation Committee regularly reviews each executive's base salary. Base salaries for executives are initially determined by evaluating executives' levels of responsibility, prior experience, breadth of knowledge, and external pay practices. Increases to base salaries are driven primarily by corporate and individual performance. 13
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Base salaries are targeted at the median of the comparative market. The comparative market is determined by an objective evaluation of compensation provided in similar positions in a selected group of peer companies competing in the local job market. This comparison, which includes local companies in the same and other industries, is performed on a regular basis by outside personnel consultants hired for this purpose by the Company. Salaries paid can be adjusted above or below the median based on individual and corporate performance plus other factors such as experience in the position. Corporate and individual performance factors are equally weighted in determining base salaries. Corporate performance measures include return on shareholder's equity; Company performance against budget; and performance comparison with peer group cement companies. In 1993, the Company's target for return on shareholders' equity was met, the Company's net income before extraordinary items exceeded budgeted amounts by 18.2%, and the Company's performance goals in comparison to peer group cement companies were met. The Chairman and CEO received an additional non-recurring cash bonus in 1991 for the successful completion of the wet to dry process conversion. 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. This bonus opportunity promotes the Company's pay-for-performance philosophy. Bonus opportunities are based on a percentage of base salary. Target bonus opportunities are set at the median of the comparative market according to position. Corporate goals are based on total return on shareholder's equity, Company performance against budget and performance comparison with peer group cement companies for the year. Individual performance is also taken into account. Corporate and individual performance factors are equally weighted in determining bonuses. Local laws provide for a minimum bonus to be paid all employees; this bonus is enhanced when predetermined thresholds for corporate performance are met. The total appropriation for the bonus is approved by the Board of Directors each year, based on the level of achievement of these goals. Because corporate goals were achieved by reaching threshold levels, some of the named executive officers received substantially enhanced bonuses for the 1991 year. In 1993, corporate goals were achieved or exceeded, and all of the named executive officers received bonuses. On an occasional basis, the Compensation Committee recommends to the Board special bonuses for extraordinary achievement of specific objectives. These special bonuses are of a recurrent nature. No special bonuses were awarded in the last fiscal year. In 1993, Mr. Suarez's annual bonus payment represented the level of achievement of pre-specified financial and operational goals. Achievement was measured in terms of total return on stockholder's equity performance against budget and other specific performance goals. Major predetermined goals exceeded were: 1993 net income before extraordinary items exceeded budgeted amounts by 18.2%, the Company initiated modernization of its finished cement mills and the project was on schedule and within budget by year end 1993 and certain objectives regarding market share and sales were exceeded during 1993. Objectives regarding return to shareholders were met during 1993. Based on these factors and the Company's performance in its product markets, Mr. Suarez's annual bonus payment was increased by 7.4% as compared to his 1992 bonus payment. Compensation Committee: Jorge L. Fuentes, President Alberto M. Paracchini Hector Puig Ramirez 14
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TOTAL RETURN TO SHAREHOLDERS Set forth below is a performance graph which was prepared with the aid of independent consultant Standard & Poor's Compustat Services Inc. It includes total return to shareholders assuming reinvestment of dividends on a monthly basis over a 5 year period using 1988 as the base year. Returns were based on a published industrial index and on the weighting of results at the beginning of each year between industry peer group members excluding the Company. Industry Peer Group members consist of eight major cement companies publicly listed on a national stock exchange in the U.S. with the same or similar business products as the Company. The companies included are: Calmat Co., Florida Rock Industries, Giant Group LTD, Holnam Inc., Lafarge Corp., Southdown Inc., Texas Industries Inc., and Vulcan Materials Co. Results were weighted according to market capitalization. The stock price performance on the graph below is not necessarily indicative of future price performance. [Download Table] Measurement Period Puerto Rican S&P Indus- (Fiscal Year Covered) Cement Co. trials Ltd. Peer Group 1988 100 100 100 1989 101 129 109 1990 85 128 77 1991 124 168 89 1992 161 177 100 1993 162 193 132  COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The Compensation Committee consists of the following non-employee directors of the Company: Jorge L. Fuentes, Alberto Paracchini and Hector Puig Ramirez. Mr. Paracchini is Vice-Chairman of the Board of the Company. During 1987, the Company entered into a loan agreement with Banco Popular de Puerto Rico pursuant to which this bank agreed to provide the Company interim (convertible to long term) financing until September 30, 1990 up to an aggregate principal amount of $10 million. The proceeds of the loan were used to convert certain of the Company's equipment to a process of cement production that is more cost-effective and efficient. This loan was converted into a term loan of $10 million to be repaid over a period of seven years in 15
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equal quarterly installments, plus accrued interest at an annual rate of 7%, commencing on December 31, 1990. As of December 31, 1993 the outstanding balance under this financing was $5,357,142. Effective January 31, 1991, Banco de Ponce merged into Banco Popular de Puerto Rico (the surviving corporation) in a transaction involving cash and an exchange of shares. After the merger, BanPonce Corporation became the holding company of Banco Popular de Puerto Rico. Messrs. Antonio Luis Ferre, Emilio J. Venegas, Esteban D. Bird, Alberto M. Paracchini and Juan A. Albors, who all are directors of the Company, are directors of BanPonce Corporation. As of December 31, 1993, the Company had available from Banco Popular de Puerto Rico, a commercial bank of which Messrs. Antonio Luis Ferre, Alberto M. Paracchini, Esteban D. Bird and Juan A. Albors are directors, lines of credit of $4,000,000 for unsecured short term borrowings and/or discounting customers' trade paper. A wholly-owned subsidiary, Florida Lime Corporation, had available a line of credit of $600,000 from such bank as of December 31, 1993 for unsecured short-term borrowings. At such date, the Company and its subsidiary had no outstanding borrowings under these lines of credit. During 1993 the bank extended a $6,000,000 term loan for general capital purposes payable over a 5 year period at a fixed interest rate of 6.25% p.a. and approved a construction loan term facility of $8,000,000 at a fixed rate of 6.25% on which advances totalled $3,476,731 as of December 31, 1993. During 1993, the Company sold its products in the normal course of business to Ferreterias Puig, Inc., a Puerto Rico corporation of which Mr. Hector Puig Ramirez is President, in the aggregate amount of $181,773. During 1993, the Company sold its products for the aggregate amount of $330,337 in the normal course of business to Fuentes Concrete Pile, Inc., a Puerto Rico corporation of which Mr. Jorge L. Fuentes is Chairman of the Board of Directors, Chief Executive Officer and a Director. Gabriel Fuentes Jr. Construction, of which Mr. Fuentes is Chairman of the Board and Chief Executive Officer, received during the year 1993 payments for $94,816 in the normal course of business for construction work related to foundations in the Company's cement plant. CERTAIN TRANSACTIONS WITH MANAGEMENT The following briefly summarizes certain transactions with the Company and certain transactions relating to the officers or directors of the Company. Transactions relating to Compensation Committee members are included under "COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION". As of December 31, 1993, the Company had available from Scotia Bank de Puerto Rico, a commercial bank of which Mr. Jose J. Suarez was named director effective January 1992, a line of credit of $4,000,000 for unsecured short term borrowings and a balance of $7,142,856 on a term loan to be repaid in 6 equal annual installments of principal commencing in 1992, plus monthly interest at an annual average rate of 8.3%. During 1993 the bank approved a construction loan term facility of $16,000,000 at a rate based on 100 basis points over the bank's funding costs on which advances totalled $3,148,083 as of December 31, 1993 with an average rate of 4.44% p.a. During 1993, Diesel del Sur, Inc., a Puerto Rico corporation and dealership, sold motor parts and provided services in the normal course of business to the Company in the aggregate amount of $889,685. The children of Mr. Carlos J. Suarez are majority stockholders of, and one son, Carlos J. Suarez, Jr., is President of Diesel del Sur, Inc. 16
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Mr. Antonio Luis Ferre, director and Vice-Chairman of the Board, received during 1993 the aggregate amount of $115,000 in consulting fees for work performed for the Company under a consulting contract. Consulting fees originate from services performed as consultant in the management of the daily operations of the Company and were paid in addition to directors' fees received by Mr. Ferre as retainer and for his attendance to Board meetings. The terms of said contract and consulting fees paid thereof are competitive with the terms of and fees paid pursuant to contracts for similar services entered into by the Company with outside parties. Dominguez and Totti law offices ("D&T"), of which Mr. Daniel R. Dominguez is a senior partner, have performed legal work for the Company as corporate general counsel and in labor law since 1970. At its meeting of June 24, 1992, the Board of Directors named Mr. Daniel R. Dominguez Secretary of the Company. Legal fees for the year 1993 paid to D&T amounted to $138,334. The terms of said legal fees paid thereof are competitive with the terms of and fees paid pursuant to contracts for similar services entered into by the Company with other outside parties. DATE OF RECEIPT OF STOCKHOLDERS' PROPOSALS Stockholders who intend to present proposals at the 1995 annual meeting of stockholders must submit their proposals to the Company on or before November 30, 1994. 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 $672 on behalf of each outside director in connection with group life and accident insurance coverage. Directors may elect to defer attendance and retainer fees. The Company paid approximately $8,478 during the fiscal year as interest for accumulated deferred compensation for two directors and compensates two directors an additional $50 per meeting for costs associated with traveling from outside the San Juan metropolitan area. OTHER MATTERS The Board of Directors of the Company has, among others, the following committees: an Audit Committee composed of outside directors Messrs. Esteban D. Bird, Federico F. Sanchez and Emilio J. Venegas; a Compensation Committee composed of outside directors Messrs. Hector Puig Ramirez, Alberto M. Paracchini and Jorge L. Fuentes and a Nominating Committee composed of outside directors Messrs. Wallace Gonzalez Oliver, Jorge L. Fuentes, Antonio Luis Ferre and Federico F. Sanchez. The Audit Committee makes recommendations for the appointment of independent auditors and, in conjunction with such auditors, makes recommendations to the Board of Directors concerning the Company's internal accounting controls and operating procedures, including the review and approval of internal audit programs. 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" found on pages 12-14. 17
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The Nominating Committee evaluates and makes recommendations to the Board of Directors on nominees for directors as vacancies arise. The Board of Directors met 12 times during the last fiscal year. The Nominating Committee met once in 1993. The Audit Committee met 3 times and the Compensation Committee met 5 times during the last fiscal year. Each director attended at least 75% of the aggregate meetings of the Board and each committee thereof of which he was a member. 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, 1993, all Section 16(a) filing requirements applicable to the Company were complied with, except that during 1992 Mr. Emilio Venegas had a late report covering one transaction, which was subsequently reported on a Form 5 for the same year. The Board of Directors again selected Price Waterhouse, certified public accountants, to audit the accounts of the Company for the year 1993. A representative of Price Waterhouse 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 included 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, in addition to consultation from time to time with officers of the Company in connection with various accounting methods and procedures. The Board of Directors does not intend to bring any other business before the meeting, nor is it aware that anyone else intends to do so. However, should any other business come before the meeting, it is the intention of the persons named in the enclosed proxy to vote as proxies in accordance with their best judgment. By Order of the Board of Directors Daniel R. Dominguez Secretary 18
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PUERTO RICAN CEMENT COMPANY, INC. PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, MAY 4, 1994 The undersigned stockholder of PUERTO RICAN CEMENT COMPANY, INC. (the "Company") hereby appoints RENE DI CRISTINA, ANGEL M. AMARAL, 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 18, 1994 at the annual meeting of stockholders to be held at the offices of the Company, Amelia Industrial Park, Guaynabo, Puerto Rico, on May 4, 1994 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. 1. / / FOR the election of all nominees for Class I Director listed below (except as marked to the contrary below). / / WITHHOLD all votes for the election of all nominees for Class I director listed below. Carlos J. Suarez, Hector Puig Ramirez, Oscar A. Blasini, Salvador E. Casellas, Hector del Valle and Mariano J. Mier. (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 such 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 1993, 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 should agree with name on stock certificate. When shares are held by joint tenants, both should sign. When signing as attorney, as 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. ------------------------------- Signature of Stockholder ------------------------------- Signature if held jointly Dated ,1994 ---------------------- THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.

Dates Referenced Herein   and   Documents Incorporated By Reference

Referenced-On Page
This DEF 14A Filing   Date First   Last      Other Filings
6/17/929
6/24/9219
12/31/93122010-K
1/1/9414
3/18/94221
Filed On / Filed As Of3/29/9410-K
3/31/942310-Q
For The Period Ended5/4/94221
11/30/9419
 
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