This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).
The Offer (as defined below) is made only by the Offer to Purchase (as defined below), dated October 5, 2000,
and the related Letter of Transmittal (as defined below) and any amendments or supplements thereto, and is not
being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which
the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction.
In those jurisdictions where securities, blue sky or other laws require the Offer to be made by a licensed broker
or dealer, the Offer shall be deemed to be made on behalf of Purchaser by Salomon Smith Barney Inc., the
Dealer Manager (as defined below), or one or more registered brokers or dealers licensed under the laws of
Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock
(Including the Related Rights to Purchase Preferred Stock)
$73.00 Net Per Share
CENA Acquisition Corp.,
an indirect subsidiary of
CEMEX, S.A. de C.V.
CENA Acquisition Corp., a Delaware corporation ("Purchaser") and an indirect subsidiary of CEMEX, S.A. de
C.V., a corporation organized under the laws of the United Mexican States ("CEMEX"), is offering to purchase
all outstanding shares of common stock, par value $1.25 per share, including the related rights to purchase
preferred stock (the "Shares"), of Southdown, Inc., a Louisiana corporation (the "Company"), at a price of
$73.00 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated October 5, 2000 (the "Offer to Purchase"), and in the related Letter of
Transmittal (the "Letter of Transmittal," which, together with the Offer to Purchase and any amendments or
supplements thereto, collectively constitute the "Offer"). Te