SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Lone Star Industries, Inc.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
542290408
(CUSIP Number)
David P. Levin, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
October 27, 1994
(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 which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box: /__/
Check the following box if a fee is being paid with this
statement: /__/
Page 1 of 12 pages<PAGE>
<PAGE> SCHEDULE 13D
CUSIP No. 542290408 Page 2 of 12 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN & CO., L.P. 13-3321472
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 720,927 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 720,927 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
720,927 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
<PAGE> SCHEDULE 13D
CUSIP No. 542290408 Page 3 of 12 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN FOCUS FUND L.P. 13-3746015
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 57,908 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 57,908 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,908 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.5% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
<PAGE> SCHEDULE 13D
CUSIP No. 542290408 Page 4 of 12 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN INTERNATIONAL LIMITED
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 252,302 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 252,302 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
252,302 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
<PAGE> SCHEDULE 13D
CUSIP No. 542290408 Page 5 of 12 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS L.P. 13-3544838
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 778,835 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 778,835 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
778,835 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
<PAGE> SCHEDULE 13D
CUSIP No. 542290408 Page 6 of 12 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS INC. 13-3537972
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 1,031,137 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,031,137 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,031,137 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
<PAGE> SCHEDULE 13D
CUSIP No. 542290408 Page 7 of 12 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK DICKSTEIN
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
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
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 1,031,137 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,031,137 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,031,137 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
<PAGE>
<PAGE> Amendment No. 1 to Schedule 13D
This statement amends the Schedule 13D, dated September 26,
1994 (the "Schedule 13D"), filed by Dickstein & Co., L.P.
("Dickstein & Co."), Dickstein Focus Fund L.P. ("Dickstein
Focus"), Dickstein International Limited ("Dickstein
International"), Dickstein Partners, L.P. ("Dickstein Partners"),
Dickstein Partners Inc. ("Dickstein Inc.") and Mark Dickstein
with respect to the Common Stock, $1.00 par value (the "Common
Stock"), of Lone Star Industries, Inc., a Delaware corporation
(the "Company"). Notwithstanding this Amendment No. 1, the
Schedule 13D speaks as of its date. Capitalized terms used
without definition have the meanings ascribed to them in the
Schedule 13D.
I. Item 3 of the Schedule 13D, "Source and Amount of Funds
or Other Consideration," is amended by adding the following
paragraph:
"Since September 26, 1994 (the date the Reporting Persons
initially filed the Schedule 13D), the Reporting Persons in the
aggregate have acquired an additional 133,100 shares of Common
Stock in the open market. Dickstein & Co. acquired 54,000 shares
at a total cost of $1,033,575; Dickstein International acquired
69,000 shares at a total cost of $1,285,356; and Dickstein Focus
acquired 10,100 shares at a total cost of $189,681.80. Such
amounts were funded out of each entity's working capital, which
may include margin loans made by brokerage firms in the ordinary
course of business."
II. Items 5(a) and 5(c) of the Schedule 13D, "Interest in
Securities of the Issuer" are amended and restated as follows:
"(a) The Reporting Persons beneficially owned an aggregate
of 1,031,137 shares of Common Stock, representing approximately
9.0% of the shares of Common Stock. Dickstein & Co. beneficially
owns 720,927 of such shares of Common Stock (approximately 6.3%
of the shares outstanding); Dickstein Focus beneficially owns
57,908 of such shares of Common Stock (approximately .5% of the
shares outstanding); and Dickstein International beneficially
owns 252,302 of such shares of Common Stock (approximately 2.2%
of the shares outstanding). Upon resolution of all of the
Company's pre-petition claims, the Reporting Persons may be
entitled to receive additional shares of Common Stock pursuant to
the Plan of Reorganization." 1
1/ Percentages are based upon 11,417,670 shares of Common
Stock reported as of August 9, 1994 in the Company's
Quarterly Report on Form 10-Q of the quarter ended June
30, 1994.
-8-
PAGE
<PAGE>
"(c) Except as set forth on Schedule II annexed hereto and
Schedule II to the Schedule 13D, none of the persons identified
in Item 2 has effected any transactions in the Common Stock
during the past 60 days."
-9-
<PAGE>
<PAGE> SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Date: October 31, 1994
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the general
partner of Dickstein Partners, L.P., the
general partner of Dickstein & Co., L.P.
/s/Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the agent of
Dickstein International Limited
/s/Alan Cooper
Name: Alan Cooper
DICKSTEIN FOCUS FUND L.P.
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the general
partner of Dickstein Partners, L.P., the
general partner of Dickstein Focus Fund
L.P.
/s/Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the general
partner of Dickstein Partners, L.P.
/s/Alan Cooper
Name: Alan Cooper
-10-
<PAGE>
<PAGE> DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/Alan Cooper
Name: Alan Cooper
/s/Mark Dickstein
Name: Mark Dickstein
-11-<PAGE>
<PAGE> SCHEDULE II
TRANSACTIONS IN COMMON
STOCK OF LONE STAR INDUSTRIES, INC.
Shares Purchased by Dickstein & Co., L.P.
Number of
Shares Price per Total
Date Purchased share Commission Cost
10/27/94 34,000 19.000 2,065.00 648,065.00
10/27/94 10,000 19.051 625.00 191,135.00
10/28/94 10,000 19.375 625.00 194,375.00
Shares Purchased by Dickstein International Limited
Number of
Shares Price per Total
Date Purchased share Commission Cost
10/3/94 25,000 18.284 1,525.00 458,625.00
10/19/94 27,000 18.500 1,645.00 501,145.00
10/27/94 10,000 19.000 625.00 190,625.00
10/27/94 3,500 19.051 235.00 66,913.50
10/28/94 3,500 19.375 235.00 68,047.50
Shares Purchased by Dickstein Focus Fund, L.P.
Number of
Shares Price per Total
Date Purchased share Commission Cost
10/3/94 2,500 18.284 175.00 45,885.00
10/19/94 3,000 18.500 205.00 55,705.00
10/27/94 3,000 19.000 205.00 57,205.30
10/27/94 800 19.051 73.00 15,313.80
10/28/94 800 19.375 73.00 15,573.00
On October 14, 1994, the Reporting Person received the following
shares of Common Stock in respect of certain pre-petition claims.
The shares were issued as a supplemental distribution pursuant to
the terms of the Company's Plan of Reorganization. See Item 3 to
the Schedule 13D and Item 5.
Dickstein & Co. 3,501
Dickstein Focus 280
Dickstein International 887
-12-
