Securities and Exchange Commission
Washington, D.C. 20549
__________
Form 8-A/A-2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934.
Lone Star Industries, Inc.
(Exact name or registrant as specified
in its charter)
Delaware
13-0982660
(State of Incorporation (IRS Employer
or organization) Identification No.)
300 First Stamford Place, P.O. Box 120014,
Stamford, Connecticut 06912-0014
(address of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class to Name of each exchange
be so registered on which each class
is to be registered
Common Stock,
per share $1.00 par value New York Stock Exchange
Common Stock New York Stock Exchange
Purchase Warrants
10% Senior Notes Due 2003 New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Page 1 of 3
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AMENDMENT NO. 2 TO REGISTRATION
STATEMENT ON FORM 8-A
The undersigned registrant hereby amends "Item 1. Description of
Registrant's Securities to be Registered -- A. Common Stock" by the
addition of the following paragraph:
The Registrant's Restated Certificate of Incorporation
provides that the Board of Directors shall be divided into three classes of
directors, each class to be as nearly equal in number of directors as
possible. The initial term of office of each director in the first class will
expire at the annual meeting of stockholders in 1994; the initial term of
office of each director in the second class will expire at the annual meeting
of stockholders in 1995; and the initial term of office of each director in
the third class shall expire at the annual meeting of stockholders in 1996.
At each annual election, commencing at the annual meeting of stockholders
in 1994, the successors to the class of directors whose term expires at that
time shall be elected to hold office for a term of three (3) years, and
until their respective successors shall be elected and qualified, to succeed
those directors whose term expires, so that the term of one class of
directors will expire each year. Under the Delaware General
Corporation Law, in the case of a corporation having a classified
board, stockholders may remove a director only for cause. The classification
of the Board of Directors of the Registrant makes it more difficult to
replace the Board of Directors as well as for another party to obtain control
of the Registrant by replacing the Board of Directors. Since the Board of
Directors has the power to retain and discharge officers of the Registrant,
these provisions could also make it more difficult for existing stockholders
or another party to effect a change in management.
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: April 29, 1994 LONE STAR INDUSTRIES, INC.
By:/s/ John J. Martin
John J. Martin
Senior Vice President,
General Counsel & Secretary
