As filed with the Securities and Exchange Commission on
August 29, 1994
Registration No. _______________
________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
LONE STAR INDUSTRIES, INC.
(Exact name of issuer as specified in its charter)
Delaware 13-0982660
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 First Stamford Place, P. O. Box 120014, Stamford, CT 06912-0014
(Address of Principal Executive Offices) (Zip Code)
LONE STAR INDUSTRIES, INC.
DIRECTORS STOCK OPTION PLAN
(Full Title of the plan)
_______________________
JOHN S. JOHNSON
Vice President
LONE STAR INDUSTRIES, INC.
300 First Stamford Place, P. O. BOX 120014
Stamford, CT 06912-0014
(Name and address of agent for service)
(203) 969-8600
Telephone number, including area code, of agent for service
CALCULATION OF REGISTRATION FEE
________________________________________________________________
Proposed Proposed
Title of maximum maximum Amount of
securities Amount offering aggregate regist-
to be to be price per offering ration
registered registered share price fee
________________________________________________________________
Common Stock, par
value $1 per share 50,000 $ * $836,625.00 $288.47
________________________________________________________________
*Based upon 6,000 shares at an option exercise price of $15.6875
and, solely for the purpose of calculating the registration fee,
44,000 shares at $16.875 (the average of high and low prices of
Common Stock in New York Stock Exchange composite transactions on
August 26, 1994).
________________________________________________________________
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The Section 10(a) prospectus is not being filed with the
Securities and Exchange Commission as part of this registration
statement.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which are on file with the Securities
and Exchange Commission are incorporated in this registration
statement by reference.
(a) The Company's Annual Report on Form 10-K/A-1 for the
fiscal year ended December 31, 1993 (File No. 1-06124)
filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (the "Act").
(b) All other reports filed by the Company pursuant to
Section 13(a) or Section 15(d) of the Act since the end
of the fiscal year covered by the documents referred to
in (a) above.
(c) A description of the Company's common stock contained in
a registration statement on Form 8-A (File No. 1-06124)
filed under the Act, including any amendment or report
filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a)
and (c), 14 and 15(d) of the Act after the date of this
registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of the
filing of such documents. Any statement contained herein, or in a
document all or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deeded, except as so modified or superseded, to constitute a
part of this registration statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Legal Opinion - the validity of the shares of common stock to
be offered hereunder has been passed upon for the Company by John
S. Johnson, Vice President, General Counsel and Secretary of the
Company.
As of August 26, 1994, Mr. Johnson had options to acquire
25,000 shares of common stock of the Company at $15.375 per share;
options for 6,250 of such shares being exercisable on that date.
Item 6. Indemnification of Directors and Officers.
The Company's By-laws and Article SEVENTH of the Company's
Amended and Restated Certificate of Incorporation provide that the
Company shall, to the fullest extent permitted by Section 145 of
the General Corporation Law of the State of Delaware, as amended
from time to time, indemnify all persons whom it may indemnify
pursuant thereto. In addition, Article SIXTH of the Company's
Amended and Restated Certificate of Incorporation eliminates or
limits personal liability of its directors to the full extent
permitted by Section 102(b)(7) of the General Corporation Law of
the State of Delaware, as amended from time to time.
Section 145 of the General Corporation Law of the State of
Delaware permits a corporation to indemnify its directors and
officers against expenses (including attorney's fees), judgments,
fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding
brought by third parties, if such directors or officers acted in
good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect
to any criminal action or proceeding, had no reason to believe
their conduct was unlawful. In a derivative action, i.e., one by
or in the right of the corporation, indemnification may be made
only for expenses actually and reasonably incurred by directors and
officers in connection with the defense or settlement of an action
or suit, and only with respect to a matter as to which they shall
have acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interest of the corporation,
except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to
the extent that the court in which the action or suit was brought
shall determine upon application that the defendant officers or
directors are reasonably entitled to indemnity for such expenses
despite such adjudication of liability.
Section 102(b)(7) of the General Corporation Law of the State
of Delaware provides that a corporation may eliminate or limit the
personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of the General Corporation Law of the State of Delaware, or (iv)
for any transaction from which the director derived an improper
personal benefit. No such provision shall eliminate or limit the
liability of a director for any act or omission occurring prior to
the date when such provision becomes effective.
In addition, the Company's directors and officers
reimbursement and liability insurance provides for indemnification
of the directors and officers of the Company against certain
liabilities. By contracts, the Company has agreed to indemnify
directors and certain executive officers against certain
liabilities. A bank trust fund ($1,324,146.96 at June 30, 1994)
formed by the Company in 1988 may be used to pay legal and other
expenses of directors arising out of their Company activities
pursuant to claims by them under their indemnification contracts
with the Company. The rights of directors to receive payments for
indemnified claims are not limited by the amount of money in this
fund.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
3(i)(A). Amended and Restated Certificate of Incorporation of
the Company was filed as Exhibit 3(i)A to the
Company's Quarterly Report on Form 10-Q for the
quarter ending June 30, 1994, (File No. 1-06124) and
is herein incorporated by reference.
3(i)B. Certificate of Correction of Amended and Restated
Certificate of Incorporation of the Company was
filed as Exhibit 3(i)B to the Company's Quarterly
Report on Form 10-Q for the quarter ending June 30,
1994, (File No. 1-06124) and is herein incorporated
by reference.
3(ii). By-laws were filed as Exhibit 3(ii) to the Company's
Quarterly Report on Form 10-Q for the quarter ending
June 30, 1994, (File No. 1-06124) and are herein
incorporated by reference.
4(A). Lone Star Industries, Inc. Directors Stock Option
Plan was filed as Appendix B to the Company's
Definitive Proxy Statement dated May 11, 1994, (File
No. 1-06124) and is incorporated herein by
reference.
4(B). Indenture dated as of March 29, 1994 between the
Company and Chemical Bank, as Trustee, relating to
the 10% Senior Notes Due 2003 of the Company was
filed as Exhibit 4A to the Company's Quarterly
Report on Form 10-Q for the quarter ending June 30,
1994, (File No. 1-06124) and is herein incorporated
by reference.
4(C). Financing Agreement dated as of April 13, 1994 among
the Company and New York Trap Rock Corporation and
The CIT Group/Business Credit Inc. was filed as
Exhibit 4C to the Company's Quarterly Report on Form
10-Q for the quarter ending June 30, 1994, (File No.
1-06124) and is herein incorporated by reference.
5. Opinion of John S. Johnson, Vice President, General
Counsel and Secretary of Lone Star Industries, Inc.
Filed with this Registration Statement.
23(A). Consent of Price Waterhouse LLP. Filed with this
Registration Statement.
23(B). Consent of Coopers & Lybrand L.L.P. Filed with this
Registration Statement.
23(C). Consent of John S. Johnson, Esquire is contained in
his opinion filed as Exhibit 5.
24. Power of Attorney authorizing signature (included on
signature pages hereto).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and Exchange
Commission by the registrant pursuant to section 13 or section
15(d) of the Act that are incorporated by reference in the
registration statement.
2. That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
4. That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Act (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer,
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, Lone Star Industries, Inc. certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Stamford, State of Connecticut, on August 24, 1994.
LONE STAR INDUSTRIES, INC.
By: John S. Johnson
JOHN S. JOHNSON
Vice President
<PAGE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints John S. Johnson
and William E. Roberts, and each of them, his attorney-in-fact,
with full power of substitution, for him in all capacities, to sign
any and all amendments (including post-effective amendments) to
this registration statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming
all that said attorneys-in-fact, or either of them, or their
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Signatures Title or Capacity Date
David W. Wallace Director, Chairman of August 24, 1994
DAVID W. WALLACE the Board and Chief
Executive Officer
(Principal Executive
Officer)
James E. Bacon Director August 24, 1994
JAMES E. BACON
Theodore F. Brophy Director August 24, 1994
THEODORE F. BROPHY
Arthur B. Newman Director August 24, 1994
ARTHUR B. NEWMAN
Allen E. Puckett Director August 24, 1994
ALLEN E. PUCKETT
Robert G. Schwartz Director August 24, 1994
ROBERT G. SCHWARTZ
<PAGE>
Signatures Title or Capacity Date
William M. Troutman Director, President and August 24, 1994
WILLIAM M. TROUTMAN Chief Operating Officer
William E. Roberts Vice President, Chief August 24, 1994
WILLIAM E. ROBERTS Financial Officer,
Treasurer and Corporate
Controller (Principal
Financial and Accounting
Officer)
Jack R. Wentworth Director August 24, 1994
JACK R. WENTWORTH
<PAGE>
INDEX OF EXHIBITS TO FORM S-8 REGISTRATION STATEMENT
OF LONE STAR INDUSTRIES, INC.
5. Opinion of John S. Johnson, Vice President,
General Counsel and Secretary of Lone Star
Industries, Inc. Filed with this Registration
Statement.
23(A). Consent of Price Waterhouse LLP. Filed with
this Registration Statement.
23(B). Consent of Coopers & Lybrand L.L.P. Filed with
this Registration Statement.
<PAGE>
EXHIBIT 5<PAGE>
August 29, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
I am Vice President, General Counsel and Secretary for
Lone Star Industries, Inc., a Delaware corporation (the "Company"),
and am familiar with the registration statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933 covering
the registration of 50,000 shares of the Company's Common Stock, $1
par value ("Common Stock"), issuable pursuant to the Company's
Directors Stock Option Plan adopted by the Company's Board of
Directors on March 10, 1994 (the "Plan"). On June 9, 1994, the
stockholders of the Company ratified the action of the Board.
Based on the foregoing, at this date, it is my opinion
that the 50,000 shares of Common Stock which may be issued in the
future pursuant to the Plan, when issued and sold in accordance
with the terms of the Plan, will be legally issued, fully paid and
nonassessable.
I consent to the use of my name in the Registration
Statement and also to the filing of this opinion as an exhibit to
such Registration Statement.
This opinion is limited to matters governed by the
federal laws of the United States of America, the laws of the State
of Connecticut, and the General Corporation Law of the State of
Delaware.
The opinions set forth in this letter are rendered only
to the Securities and Exchange Commission pursuant to Regulation S-
K, Rule 601 under the Securities Exchange Act of 1934 in connection
with the Registration Statement and may not be relied upon by any
other person for any purpose without my prior written consent.
Very truly yours,
John S. Johnson
JSJ:jam John S. Johnson
Vice President, General
Counsel and Secretary
<PAGE>
EXHIBIT 23(A)<PAGE>
Exhibit 23(A)
Consent of Other Independent Accountants
We hereby consent to the incorporation by
reference in this Registration Statement on
Form S-8 of our report dated February 4, 1993,
relating to the financial statements of Lone
Star Industries, Inc. International Division
and appearing on page 42 of the Lone Star
Industries, Inc. Annual Report on Form 10-K/A-1
for the fiscal year ended December 31, 1993
(File No. 1-06124). We also consent to the
application of such report to the Financial
Statement Schedules for the Lone Star
Industries, Inc. International Division for the
two years ended December 31, 1992, when such
schedules are read in conjunction with the
financial statements referred to in our report.
The audits referred to in such report also
included these schedules.
Price Waterhouse LLP
Stamford, Connecticut
August 24, 1994
<PAGE>
EXHIBIT 23(B)<PAGE>
Exhibit 23(B)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement of Lone Star Industries, Inc. on Form S-8, pertaining to
the Lone Star Industries, Inc. Directors Stock Option Plan, of our
report, which includes explanatory paragraphs related to the
Company's ability to continue as a going concern and certain
remediation costs at environmental sites, dated February 17, 1994
on our audit of the consolidated financial statements and financial
statements schedules of Lone Star Industries, Inc. as of December
31, 1993 and 1992 and for the three years in the period ended
December 31, 1993, which report is incorporated by reference in
this registration statement.
COOPERS & LYBRAND L.L.P.
Stamford, Connecticut
August 25, 1994
