SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 10, 1994
Lone Star Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-06124 13-0982660
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
300 First Stamford Place, P. O. Box 120014, Stamford, CT 06912-0014
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 969-8600
ITEM 5. OTHER EVENTS.
On November 10, 1994, the Board of Directors of Lone Star
Industries, Inc. (the "Corporation") declared a dividend
distribution of one right (a "Right") to purchase one one-tenth
of a share of the Common Stock, $1.00 par value, of the
Corporation (the "Common Shares") for each outstanding share of
Common Stock, payable to the stockholders of record on December
19, 1994 (the "Record Date"). The Board of Directors also
authorized and directed the issuance of one Right with respect to
each Common Share issued thereafter until the Distribution Date
(as defined below) and, in certain circumstances, with respect to
Common Shares issued after the Distribution Date. Except as set
forth below, each Right, when it becomes exercisable, entitles
the registered holder to purchase from the Corporation one one-
tenth of a Common Share at a price of $70.00 per whole Common
Share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Corporation and
Chemical Bank, as Rights Agent (the "Rights Agent"), dated as of
November 10, 1994.
Initially, the Rights will be attached to all certificates
representing Common Shares then outstanding, and no separate
Right Certificates will be distributed. The Rights will separate
from the Common Shares upon the earliest to occur of (i) a person
or group of affiliated or associated persons having acquired
beneficial ownership of 15% or more of the outstanding Common
Shares (except pursuant to a Permitted Offer, as hereinafter
defined); or (ii) 10 days (or such later date as the Board of
Directors may determine) following the commencement of, or
announcement of an intention to make, a tender offer or exchange
offer the consummation of which would result in a person or group
becoming an Acquiring Person (as hereinafter defined) (the
earliest of such dates being called the "Distribution Date"). A
person or group whose acquisition of Common Shares causes a
Distribution Date pursuant to clause (i) above is an "Acquiring
Person." The date that a person or group becomes an Acquiring
Person is the "Shares Acquisition Date." Notwithstanding the
foregoing, certain stockholders who currently own in excess of
15% of the outstanding Common Shares and their affiliates and
permitted transferees will not be deemed to be Acquiring Persons
and their ownership will not cause a Distribution Date unless
they acquire an additional one percent or more of the outstanding
Common Shares. Furthermore, a person who acquires Common Shares
pursuant to a tender or exchange offer which is for all
outstanding Common Shares at a price and on terms which a
majority of the Board of Directors determines (prior to
acquisition) to be adequate and in the best interests of the
Corporation and its stockholders (other than such person, its
affiliates and associates) (a "Permitted Offer") will not be
deemed to be an Acquiring Person and such person's ownership will
not constitute a Distribution Date.
The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the
Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon the transfer or
new issuance of Common Shares will contain a notation
incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the
Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date, even without
such notation or a copy of this Summary of Rights being attached
thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution
Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common
Shares as of the close of business on the Distribution Date (and
to each initial record holder of certain Common Shares issued
after the Distribution Date), and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date,
and will expire at the close of business on November 10, 2004,
unless earlier redeemed by the Corporation as described below.
In the event that any person becomes an Acquiring Person,
each holder of Rights (other than Rights that have become void as
described below) will thereafter have the right (the "Flip-In
Right") to receive, upon exercise of such Rights, the number of
Common Shares (or, in certain circumstances, other securities of
the Corporation) having a value (immediately prior to such
triggering event) equal to two times the aggregate exercise price
of such Rights. The Board, at its option, may exchange each
Right (other than those that have become void as described below)
for one Common Share in lieu of the Flip-In Right, provided no
person is the beneficial owner of 50% or more of the Common
Shares at the time of such exchange. Notwithstanding the
foregoing, following the occurrence of the event described above,
all Rights that are or (under certain circumstances specified in
the Rights Agreement) were beneficially owned by any Acquiring
Person or any affiliate or associate thereof will be null and
void.
In the event that, at any time following the Shares
Acquisition Date, (i) the Corporation is acquired in a merger or
other business combination transaction in which the holders of
all of the outstanding Common Shares immediately prior to the
consummation of the transaction are not the holders of all of the
surviving corporation's voting power, or (ii) more than 50% of
the Corporation's assets or earning power is sold or transferred,
then each holder of Rights (except Rights which previously have
been voided as set forth above) shall thereafter have the right
(the "Flip-Over Right") to receive, upon exercise of such Rights,
common shares of the acquiring company having a value equal to
two times the aggregate exercise price of the Rights; provided,
however, that the Flip Over Right shall not apply to any
transaction described in clause (i) if (x) such transaction is
with a person or persons (or a wholly owned subsidiary of any
such person or persons) that acquired Common Shares pursuant to a
Permitted Offer and (y) the price and form of consideration
offered in such transaction is the same as that paid to all
holders of Common Shares whose shares were purchased to the
Permitted Offer. The holder of a Right will continue to have the
Flip-Over Right whether or not such holder exercises or
surrenders the Flip-In Right.
The Purchase Price payable, and the number of Common Shares
or other securities issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i)
in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Common Shares, (ii) upon
the grant to holders of the Common Shares of certain rights or
warrants to subscribe for or purchase Common Shares at a price,
or securities convertible into Common Shares with a conversion
price, less than the then current market price of the Common
Shares, or (iii) upon the distribution to holders of the Common
Shares of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants
(other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional
Common Shares will be issued and, in lieu thereof, an adjustment
in cash will be made based on the market price of the Common
Shares on the last trading day prior to the date of exercise.
At any time prior to the earlier to occur of (i) a person
becoming an Acquiring Person or (ii) the expiration of the
Rights, the Corporation may redeem the Rights in whole, but not
in part, at a price of $.01 per Right (the "Redemption Price"),
which redemption shall be effective at such time, on such basis
and with such conditions as the Board of Directors may establish
in its sole discretion. The Corporation may, at its option, pay
the Redemption Price in Common Shares.
All of the provisions of the Rights Agreement may be amended
by the Board of Directors prior to the Distribution Date. After
the Distribution Date, the provisions of the Rights Agreement may
be amended by the Board in order to cure any ambiguity, defect or
inconsistency, to make changes which do not adversely affect the
interests of holders of Rights (excluding the interests of any
Acquiring Person), or, subject to certain limitations, to shorten
or lengthen any time period under the Rights Agreement.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Corporation,
including, without limitation, the right to vote or to receive
dividends. While the distribution of the Rights will not be
taxable to stockholders of the Corporation, stockholders may,
depending upon the circumstances, recognize taxable income should
the Rights become exercisable or upon the occurrence of certain
events thereafter.
The Rights have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that
attempts to acquire the Company on terms not approved by the
Board of Directors, except pursuant to an offer conditioned on a
substantial number of Rights being acquired. The Rights should
not interfere with any merger or other business combination
approved by the Board of Directors, as the Rights may be redeemed
by the Corporation at $.01 per Right prior to the time that a
person or group has acquired beneficial ownership of 15% or more
of the Common Shares.
The foregoing description of the Rights is qualified in its
entirety by reference to the Rights Agreement, dated as of
November 10, 1994, between the Corporation and Chemical Bank, as
Rights Agent, incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION
AND EXHIBITS
(c) Exhibits.
Rights Agreement, dated as of November 10, 1994,
between Lone Star Industries, Inc. and Chemical Bank,
incorporated by reference to Lone Star Industries, Inc.
Form 8-A filed November 18, 1994 with the Securities
and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, Lone Star Industries, Inc. has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
LONE STAR INDUSTRIES, INC.
By: /s/ John S. Johnson
John S. Johnson
Vice President
Date: November 18, 1994
