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) March 1, 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 3(b). BANKRUPTCY OR RECEIVERSHIP
An order ("Order") confirming a consolidated plan of
reorganization of registrant, Lone Star Industries, Inc.
("Lone Star") and certain of its subsidiaries ("Plan of
Reorganization") has been entered in the proceedings
entitled In re: New York Trap Rock Corporation; Lone Star
Industries, Inc.; San-Vel Concrete Corporation; NYTR
Transportation Corp.; Lone Star Cement Inc.; Construction
Materials Co.; I.C. Materials, Inc.; Lone Star Prestress
Concrete, Inc.; Lone Star Properties, Inc.; Southern
Aggregates, Inc.; Lone Star Transportation Corp.; Lone Star
Building Centers, Inc. and Lone Star Building Centers
(Eastern) Inc., Case Nos. 90B21276 to 90B21286, 90B21334 and
90B21335 (HS) (Jointly Administered).
1. The Order was issued by the United States Bankruptcy
Court, Southern District of New York ("Bankruptcy Court").
2. The Order was entered on March 1, 1994.
3. The Plan of Reorganization as approved by the
Bankruptcy Court provides that allowed unsecured claims
(estimated to be $570 million as of February 17, 1994) will
receive their pro rata share of (i) the approximately $182.7
million in cash expected to be available on the effective
date of the Plan of Reorganization, (ii) $78 million of 10%
Senior Notes due January 31, 2004 of reorganized Lone Star,
(iii) $138 million of 10% secured Asset Proceeds Notes due
July 31, 1997 of a liquidating corporation (to be paid out
of the proceeds from the sale of assets transferred to the
liquidating corporation by Lone Star and certain of its
subsidiaries) and guaranteed to a maximum of $28,000,000, by
reorganized Lone Star, and (iv) approximately 85% of the
common equity of reorganized Lone Star.
Holders of Lone Star preferred stock (both $4.50 Cumulative
Convertible Preferred Stock and $13.50 Cumulative
Convertible Preferred Stock) will receive their pro rata
share of 10.5% of the common equity of reorganized Lone Star
and 1.2 million warrants to purchase common stock in the
reorganized Lone Star. The holders of common stock of Lone
Star will receive the balance of the reorganized Lone Star's
common equity and 2.8 million warrants to purchase common
stock in the reorganized Lone Star. The warrants to be
issued to the preferred and common shareholders will be
exercisable through December 31, 2000 and will provide for
the purchase of shares of the common stock of reorganized
Lone Star at a price of $18.75 a share.
Reference is made (i) to the Disclosure Statement attached
to this Current Report on Form 8-K as Exhibit 1, to which
Statement is attached the Plan of Reorganization as an
exhibit and (ii) to the Modification of Debtors' Plan of
Reorganization attached to this Current Report on Form 8-K
as Exhibit 2, for a complete description of the terms
thereof.
4. As of the date of this Current Report on Form 8-K, Lone
Star has 16,644,000 shares of Common Stock and 11,020
shares of $4.50 Cumulative Convertible Preferred Stock and
375,000 shares of $13.50 Cumulative Convertible Preferred
Stock outstanding.
All shares of the presently outstanding Common Stock, $4.50
Cumulative Convertible Preferred Stock and $13.50 Cumulative
Convertible Preferred Stock will be cancelled upon the
effective date of the Plan of Reorganization.
12,000,000 shares of new Common Stock of reorganized Lone
Star will be issued in respect of the claims and interests
filed and allowed under the Plan of Reorganization.
Warrants to purchase an additional 4,003,333 shares of new
Common Stock will also be issued in respect of interests
filed and allowed.
5. The information as to assets and liabilities of Lone
Star in the form furnished to the Bankruptcy Court is
included in Exhibit 1 to this Current Report on Form 8-K,
the Disclosure Statement, particularly Exhibits E, F, J and
K thereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
(c) Exhibits
1. Modified Amended Disclosure Statement Regarding
Debtors' Modified Amended Consolidated Plan of
Reorganization and exhibits thereto incorporated by
reference to Lone Star Industries, Inc. Form T-3 filed
14 January, 1994, File Number 1.022-22175; except for
Exhibit J to said Modified Amendment Disclosure
Statement which is incorporated by reference to Lone
Star Industries, Inc. Annual Report on Form 10-K for
the fiscal year ended December 31, 1992, and Exhibit K
to said Modified Amended Disclosure Statement which is
incorporated by reference to Lone Star Industries, Inc.
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1993 filed 12 August 1993, File Number 1.001-
06124.
2. Modification of Debtors' Plan of Reorganization.
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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: March 7, 1994
EXHIBIT 1
Modified Amended Disclosure Statement Regarding Debtors'
Modified Amended Consolidated Plan of Reorganization and
exhibits thereto incorporated by reference to Lone Star
Industries, Inc. Form T-3 filed 14 January, 1994, File
Number 1.022-22175; except for Exhibit J to said Modified
Amendment Disclosure Statement which is incorporated by
reference to Lone Star Industries, Inc. Annual Report on
Form 10-K for the fiscal year ended December 31, 1992, and
Exhibit K to said Modified Amended Disclosure Statement
which is incorporated by reference to Lone Star Industries,
Inc. Quarterly Report on Form 10-Q for the quarter ended
June 30, 1993 filed 12 August 1993, File Number 1.001-
06124.
<PAGE>
EXHIBIT 2
Modification of Debtors' Plan of Reorganization.
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
- ----------------------------------x
:
In re : Chapter 11
:
NEW YORK TRAP ROCK CORPORATION : Case Nos. 90 B 21276
LONE STAR INDUSTRIES, INC., : to 90 B 21286,
et al., : 90 B 21334 and
Debtors. : 90 B 21335 (HS)
: (Jointly Administered)
:
- ----------------------------------x
MODIFICATION OF DEBTORS' PLAN OF REORGANIZATION
Pursuant to Section 1127 of Title 11 of the United States Code
and Rule 3019 of the Federal Rules of Bankruptcy Procedure, Lone Star
Industries, Inc. ("Lone Star"), on its own behalf and on behalf of the
other above-captioned debtors-in-possession (together with Lone Star,
collectively, the "Debtors") by its attorneys, Proskauer Rose Goetz
& Mendelsohn, submits the following modification to the Debtors'
Modified Amended Consolidated Plan of Reorganization, dated November
4, 1993 (the "Plan"):
1. Section 1.15 of the Plan is amended by inserting
following after the phrase "payable in semi-annual installments":
which interest shall accrue beginning March 1, 1994
2. Section 1.38 of the Plan is amended by deleting
"January 31, 1994" and replacing it with "March 31, 1994".
3. Section 1.66 of the Plan is deleted in its entirety and
is replaced with the following:
"Reorganized Lone Star Warrants" shall mean the warrants to
purchase 4,003,333 shares of New Lone Star Common Stock
pursuant to the Warrant Agreement exercisable until
December 31, 2000 at a price of $18.75 per share, which
warrants shall not be redeemable by Reorganized Lone Star.
4. Section 1.76 of the Plan is amended by (i) deleting
"$75,000,000" and replacing it with "$78,000,000", and (ii) inserting
the following after the phrase "semi-annually in cash":
which interest shall accrue beginning February 1, 1994
5. Section 1.81 is hereby amended to insert "and the
Equity Committee" after the phrase "Official Committee of Unsecured
Creditors" and such Agreement shall be modified to provide for
standard anti-dilution provisions.
6. Section 3.3 of the Plan is deleted in its entirety and
is replaced with the following:
All final applications for Professional Fees for services
rendered in connection with the Reorganization Cases and
this Plan prior to the Confirmation Date shall be filed by
March 31, 1994. Payments respecting Professional Fee
holdbacks and final Professional Fee applications shall be
made from the Professional Fee Reserve within five (5) days
following the Bankruptcy Court's authorization thereof.
All professional fees for services rendered in connection
with the Reorganization Cases and the Plan after the
Confirmation Date, including those relating to the
resolution of Disputed Claims, shall be paid by the Debtors
without further Bankruptcy Court authorization.
7. Section 5.2.1(a)(ii) of the Plan is amended by deleting
"$6,471,000" and replacing it with "$6,574,000".
8. Section 5.2.2(a)(ii) of the Plan is amended by deleting
"$68,529,000" and replacing it with "$71,426,000".
9. Section 5.4(a)(i) of the Plan is amended by deleting
"2,083,333" and replacing it with "2,753,333".
10. Section 5.5 of the Plan is deleted in its entirety and
replaced with the following:
Class 7 (Rescission and Damage Claims Respecting Common
Stock). Each holder of an Allowed Unsecured Claim in Class
7 shall retain all proceeds derived from any litigation
instituted by any such holder or on his or their behalf
payable by any entity other than the Debtors but shall
receive no distribution under this Plan from the Debtors or
Reorganized Debtors, except as specifically provided for in
the Confirmation Order or other order of this Court.
11. Section 6.15(ii)(a) of the Plan shall be amended by
inserting the following language after "(a) any individuals":
(to the extent that such individuals were not members of
the Debtors' Board of Directors as of February 16, 1994)
12. The word "or" at the end of clause (ii)(b) of Section
6.15 of the Plan is deleted. The period at the end of Section 6.15
of the Plan is deleted and replaced with a comma and the following
language is inserted thereafter:
or, (d) any claims asserted or assertable by the United
States of America or its agencies in connection with the
Debtors and their operations on or prior to the Effective
Date.
13. Section 6.5 of the Plan is amended by (i) deleting
"3,333,333" and replacing it with "4,003,333", (ii) inserting the
following at the end thereof:
Lone Star will use its best efforts to have the Reorganized
Lone Star Warrants listed on a national securities
exchange.
14. Section 9.3 of the Plan is amended by deleting
"$577,000,000" and replacing it with "$571,500,000".
15. Section 11.1 of the Plan is deleted in its entirety and
is replaced with the following:
Termination of Committees. Each Committee shall dissolve
and all powers of each such committee shall terminate as
follows: (a) with respect to the Official Committee of
Equity Security Holders, on the later of (i) the Effective
Date, or (ii) the date on which an order is entered
respecting final Professional Fee applications filed
pursuant to Section 3.3 of this Plan; provided, however,
Professional Fees of all Professionals of the Official
Committee of Equity Security Holders for the period between
the Confirmation Date and the date of dissolution of such
committee shall not exceed $25,000 in the aggregate
excluding the time expended in connection with the Warrant
Agreement and preparing final fee applications; (b) with
respect to the Official Committee of Retired Employees, as
set forth in the "Order (i) Reconfirming the Appointment of
the Retiree Committee as the Authorized Representative for
All Pre- and Post-Petition Salaried Retirees for Certain
Purposes, (ii) Authorizing the Debtors to Enter Into a
Settlement Agreement With the Retiree Committee, and (iii)
Approving the Terms of Such Settlement Agreement"; and (c)
with respect to the Official Committee of Unsecured
Creditors, on the final Reserve Surplus Distribution Date.
Dated: New York, New York
February 17, 1994
PROSKAUER ROSE GOETZ & MENDELSOHN
Attorneys for the Debtors and
Debtors-in-Possession
1585 Broadway
New York, New York 10036
By: /s/ Alan B. Hyman
Alan B. Hyman (AH-6655)
A Member of the Firm
