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) February 17, 1994
Lone Star Industries, Inc.
Debtor-in-Possession
(Exact name of registrant as specified in its charter)
Delaware 1-2333 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
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ITEM 5. OTHER EVENTS.
On February 17, 1994 Lone Star Industries, Inc. made public
disclosure of the following by a press release for immediate
release:
Stamford, Connecticut, February 17, 1994 --- Lone Star
Industries, Inc. (NYSE/LCE) announced today that Bankruptcy
Court Judge Tina L. Brozman had confirmed the Lone Star Plan
of Reorganization which had been voted on and approved by
the various interests involved in the Lone Star bankruptcy
at the end of 1993. At the hearing for the confirmation of
the Plan, The Official Committee of Equity Holders withdrew
its objections to confirmation of the Plan. An alternative
plan which had been proposed by that committee had
previously been voted down by the Company's creditors and
preferred stockholders and was withdrawn. Under the Plan
confirmed today, certain core cement, concrete and
aggregates assets will constitute the reorganized Lone Star.
Other non-core assets of the Company are to be transferred
to a liquidating corporation for distribution for the
benefit of creditors.
The Company said that it expected that distribution to the
creditors and the stockholders would begin some time in
March.
The Plan of Reorganization as approved by the Bankruptcy
Court provides that allowed unsecured claims (currently
estimated to amount to about $570 million) would receive
their pro rata share of (i) the approximately $182.7 million
in cash expected to be available on the effective date, (ii)
$78 million of senior notes of reorganized Lone Star, (iii)
$138 million of secured notes of the liquidating corporation
(to be paid out of the proceeds from the sale of assets
transferred to the liquidating corporation), (iv)
approximately 85% of the common equity of reorganized Lone
Star. In the aggregate, the recovery on unsecured claims is
anticipated to range between 85% and 99.9% depending upon,
among other things, the ultimate sums realized from the
disposal of assets and the ultimate value of the common
equity in reorganized Lone Star.
Holders of Lone Star preferred stock would receive their pro
rata share of 10.5% of the common equity of reorganized Lone
Star and 1.25 million warrants to purchase common stock in
the reorganized Lone Star. The distribution to preferred
shareholders is estimated to have a value between
approximately $20 million and approximately $26 million.
The holders of common stock of Lone Star would receive the
balance of the reorganized Company's common equity and 2.8
million warrants to purchase common stock in the reorganized
Lone Star with an aggregate value currently estimated to be
between $17.3 million and $19.8 million (or $1.04 to $1.19 a
share). The warrants proposed to be issued to the preferred
and common shareholders would be exercisable through
December 31, 2000 and would provide for the purchase of
shares of the common stock of reorganized Lone Star at a
price of $18.75 a share. There can be no assurance that the
estimated values will be achieved.
In connection with the confirmation of the Company's Plan,
the Lone Star Board of Directors has been reconstituted and
presently consists of Messrs. James E. Bacon, Theodore F.
Brophy, Allen E. Puckett, William M. Troutman, David W.
Wallace, and John R. Wentworth, all previous directors of
the Company, as well as Robert G. Schwartz, a new director.
Mr. Schwartz is the former Chairman and Chief Executive
Officer of the Metropolitan Life Insurance Company.
David W. Wallace, Chairman of Lone Star, said that the
Company looks forward to emerging from Chapter 11 as a
competitively viable domestic cement, concrete and aggregate
company. He complimented all who had participated in the
development of the Plan of Reorganization and said that he
believed that the new Lone Star would show that the
confidence of the employees, creditors and security holders
in the Company was deserved.
Lone Star Industries, Inc. is a leading producer of cement,
ready-mixed concrete, sand and gravel, crushed stone, and
other construction materials.
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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.
Debtor-in-Possession
By: /s/ John S. Johnson
John S. Johnson
Vice President
Date: February 18, 1994
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