THIS DOCUMENT IS A COPY OF THE SCHEDULE 13D FILED ON MARCH 12 PURSUANT TO A
RULE 201 TEMPORARY HARDSHIP EXEMPTION.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LONESTAR HOSPITALITY CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
(Title of Class of Securities)
542387 10 5
(CUSIP Number)
Mark D. Wigder, Esq.
Jenkens & Gilchrist, a Professional Corporation
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202-2799
(214) 855-4500
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
February 29, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d--
l(b)(3) or (4), check the following box .
Check the following box if a fee is being paid with this
statement x. (A fee is not
required only if the reporting person (1) has a previous
statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and
(2) has filed no amendment subsequent thereto reporting
beneficial ownership of less than five percent of such class.)
(See Rule 13d-7.)
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CUSIP No. 542387 10 5
1 . Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Persons:
Gilbert Gertner
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) (b)
3. SEC Use Only
4. Source of Funds (See instructions) 00
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization United States
Number of
S h a r e s
Beneficially
Owned by Each
Reporting
Person With 7. Sole Voting Power 10,188,000
8. Shared Voting
Power 0
9. Sole Dispositive
Power 10,188,000
10. Shared
Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
10,188,000
12. Check if the Aggregate Amount in Row 11 Excludes
Certain Units (See Instructions)
13. Percent of Class Represented by Amount in Row 11.
40/1%
14. Type of Reporting Person (See Instructions):
IN
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Schedule 13D
Item 1. Security and Issuer.
(a) Title of the class of equity securities:
Common stock, par value $.01 ("Common Stock")
(b) Name and address of the issuer:
LoneStar Hospitality Corporation (the "Issuer" or
"Company")
3131 Turtle Creek Blvd., Suite 1301
Dallas, Texas 75219
Item 2. Identity and Background.
(a) Name:
The person on whose behalf this statement is filed
is Gilbert Gertner.
(b) Business address:
Mr. Gertner's business address is 2950 North Loop
West, Suite 1900
Houston, Texas 77092.
(c) Principal business:
Mr. Gertner is the Chairman of the Board of the
Issuer. The Issuer develops and markets software
products. The Issuer's address is 3131 Turtle Creek
Blvd., Dallas, Texas 75219.
(d) Criminal convictions:
Mr. Gertner has not been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) in the last five years.
(e) Civil proceedings:
Mr. Gertner has not been subject to a judgment,
decree or final order enjoining future violations of or
mandating activities subject to federal securities laws
or finding any violation with respect to such laws.
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(f) Mr. Gertner is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable.
Item 4. Purpose of Transactions.
Effective February 29, 1996, Citadel Computer
Systems Incorporated ("Citadel") merged into a wholly
owned Delaware subsidiary of the Company, pursuant to a
Second Amended and Restated Agreement and Plan of
Merger, dated February 29, 1996 (the "Merger
Agreement"). Pursuant to the terms of the Merger
Agreement, each stockholder of Citadel is entitled to
receive 4.5 shares of Common Stock of the Company for
each share of common stock of Citadel held by such
stockholder. Prior to the Merger, Citadel had
3,000,000 shares of common stock outstanding. In
addition, each outstanding option and warrant to
purchase capital stock of Citadel became an option or
warrant to purchase a number of shares of Common Stock
of the Company equal to 4.5 times the number of shares
subject to the Citadel options and warrants at the same
aggregate exercise price of the Citadel options and
warrants. Former stockholders of Citadel now own
approximately 75% of the issued and outstanding shares
of Common Stock of the Company on a fully diluted
basis. Pursuant to the terms of the Merger Agreement,
Mr. Gertner was elected to the Board of Directors of
the Company. The Company intends to submit for
stockholder approval changing the Company's name to
Citadel Computer Systems Incorporated, as soon as
practicable. The Merger Agreement is set forth as an
exhibit hereto.
Whether Mr. Gertner (the "Reporting Person")
purchases, otherwise acquires, sells or otherwise
disposes of any additional shares of Common Stock, and
the amount, method and timing of any such acquisitions
or dispositions, will depend upon such Reporting
Person's assessment, on a continuing basis, of
pertinent factors, including, among other things: (i)
the availability of such shares of Common Stock for
purchase or sale at particular price levels or upon
particular terms; (ii) the business and prospects of
the respective Reporting Person and the Company; (iii)
other business investment opportunities available to
the respective Reporting Person; (iv) economic
conditions; (v) money market and stock market
conditions; (vi) the attitude and actions of other
stockholders of the Company; (vii) the availability
and nature of opportunities to acquire or dispose of
Common Stock; and (viii) other plans and requirements
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of the respective Reporting Person. Depending upon the
respective Reporting Person's assessment of these facts
from time to time, the respective Reporting Person may
elect to acquire additional shares of Common Stock (by
means of privately negotiated purchases of shares,
market purchases, a tender offer, a merger or
otherwise) or to dispose of some or all of such
Reporting Person's Common Stock.
The Reporting Person, through his position as a
stockholder, officer and director, intends to influence
the policies of management and may from time to time
recommend actions relating to items (a)-(j) below;
however, at this time, except as stated above, the
Reporting Person has no plans or proposals that relate
to or would result in: (a) the acquisition by any
person of additional securities of the Company, or the
disposition of securities of the Company; (b) an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or
any of its subsidiaries; (c) a sale or transfer of a
material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present board of
directors or management of, including any plans or
proposals to change the number or term of directors or
to fill any existing vacancies on the board; (e) any
material change in the present capitalization or
dividend policy of the Company; (f) any other material
change in the Company's business or corporate
structure; (g) changes in the Company's Certificate of
Incorporation, bylaws or instruments corresponding
thereto or other actions that may impede the
acquisition or control of the Company by any person;
(h) causing a class of securities of the Company to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association; (i) a class of equity securities of the
Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act;
or (j) any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this filing, Mr. Gertner is the
beneficial owner of 10,188,000 shares of the Issuer's
Common Stock. This amount includes (i) 7,263,000
shares of Common Stock that Mr. Gertner is entitled to
receive pursuant to the Merger Agreement and
(ii) 2,925,000 shares that Mr. Gertner may acquire upon
exercise of options at an exercise price of $.44 per
share. These 10,188,000 shares represent approximately
40.1% of the outstanding Common Stock.
<PAGE>
(b) Mr. Gertner has sole voting and dispositive power over
the 10,188,000 shares of Common Stock.
(c) During the past 60 days, Mr. Gertner acquired
10,188,000 shares of Common Stock as described in Item
4.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Mr. Gertner holds options to purchase 2,925,000
shares of Common Stock at an exercise price of $0.44
per share for a term of five years from the date of
grant.
Mr. Gertner is party to a letter agreement
prohibiting Mr. Gertner from exercising his options
until the earlier of (i) the expiration of one year
from February 28, 1996, (ii) the effective date of an
increase in the authorized shares of Common Stock or
(iii) the effective date of a reverse split of Common
Stock of a split ratio of at least 1:2.
Item 7. Materials Filed as Exhibits.
(1) Second Amended and Restated Agreement and Plan of
Merger, dated February 29, 1996, by and among
LoneStar Hospitality Corporation, LSHC
Acquisition, Inc. and Citadel Computer Systems
Incorporated.
(2) Letter Agreement re exercise of options, by and
among Gilbert Gertner, George Sharp and Steven B.
Solomon.
(3) Option Agreement, between Citadel Computer Systems
Incorporated and Gilbert Gertner, dated December
11, 1996.
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SIGNATURE
After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Date: March 8, 1996 /s/ Gilbert Gertner
Gilbert Gertner
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Citadel Computer Systems
December 11, 1995
Mr. Gil Gertner
Citadel Computer Systems, Inc.
2950 North Loop West, Suite 1080
Houston, Texas 77092
Re: Options to purchase stock
Dear Gil:
In consideration of your past performance here at Citadel,
this letter serves as written confirmation that Citadel hereby
grants you an option to purchase six hundred fifty thousand
(650,000) shares of Citadel common stock, at an exercise price of
$2 per share, under the same terms and conditions with regard to
any anti-dilution and dividend provision(s) contained in
Citadel's six hundred and fifty thousand (650,000) Bridge
Warrants previously placed by Janssen-Meyers. This option is
exercisable immediately and has a term of five (5) years. If
Citadel goes public or merges with another public company,
Citadel will use its best efforts to cause these changes to be
registered under the Security Act of 1933 on a Form S8, or
another applicable registration if this is not available.
Sincerely,
George Sharp
For the Board of Directors
Citadel Computer Systems, Inc.
GS/mfs
DCC14205 26243-1
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LoneStar Hospitality Corporation
3131 Turtle Creek Boulevard
Suite 1301
Dallas, Texas 75219
Re: Authorized Shares of Common Stock of LoneStar
Hospitality Corporation
Gentlemen:
Notwithstanding any agreement or arrangement to the
contrary, the undersigned hereby agree, individually and not
jointly, not to exercise any option or warrant with respect to
the common stock, par value $.01 per share (the Common Stock"),
of LoneStar Hospitality Corporation (the "Company"), until the
earlier of (i) the expiration of one year from the date hereof,
(ii) the effective date of an increase in the number of
authorized shares of Common Stock or (iii) the effective date of
a reverse stock split of the Common Stock of a split ratio of at
least 1:2.
Dated: February 29, 1996
/s/ Gilbert Gertner
Gilbert Gertner
/s/ George Sharp
George Sharp
/s/ Steven B. Solomon
Steven B. Solomon
DCC13F8C 26243-1
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Citadel Computer Systems
December 11, 1995
Mr. Gil Gertner
Citadel Computer Systems, Inc.
2950 North Loop West, Suite 1080
Houston, Texas 77092
Re: Options to purchase stock
Dear Gil:
In consideration of your past performance here at Citadel,
this letter serves as written confirmation that Citadel hereby
grants you an option to purchase six hundred fifty thousand
(650,000) shares of Citadel common stock, at an exercise price of
$2 per share, under the same terms and conditions with regard to
any anti-dilution and dividend provision(s) contained in
Citadel's six hundred and fifty thousand (650,000) Bridge
Warrants previously placed by Janssen-Meyers. This option is
exercisable immediately and has a term of five (5) years. If
Citadel goes public or merges with another public company,
Citadel will use its best efforts to cause these changes to be
registered under the Security Act of 1933 on a Form S8, or
another applicable registration if this is not available.
Sincerely,
George Sharp
For the Board of Directors
Citadel Computer Systems, Inc.
GS/mfs
DCC14205 26243-1
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