As filed with the Securities and Exchange Commission on
August 25, 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 registrant 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, Connecticut 06912-0014
Address of Principal Executive Offices)(Zip Code)
LONE STAR INDUSTRIES, INC.
EMPLOYEES STOCK PURCHASE PLAN
(Full Title of Plan)
____________________
JOHN S. JOHNSON
Vice President
LONE STAR INDUSTRIES, INC.
300 First Stamford Place
P.O. Box 120014
Stamford, Connecticut 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 Amount maximum maximum
securities to be offering aggregate Amount of
to be regis- price per offering registration
registered tered share price fee
___________________________________________________________________
Common Stock, par
value $1 per share 200,000 $16.875 $3,375,000* $1,163.70
___________________________________________________________________
*Based upon 200,000 shares at $16.875 (the average of high and
low prices of Common Stock in New York Stock Exchange composite
transactions on August 22, 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
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.
Not Applicable.
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. Employees Stock
Purchase Plan was filed as Appendix C 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.
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.
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: /s/ John S. Johnson
JOHN S. JOHNSON
Vice President
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
/s/ David W. Wallace Director, Chairman of August 24, 1994
DAVID W. WALLACE the Board and Chief
Executive Officer
(Principal Executive
Officer)
/s/ James E. Bacon Director August 24, 1994
JAMES E. BACON
/s/ Theodore F. Brophy Director August 24, 1994
THEODORE F. BROPHY
/s/ Arthur B. Newman Director August 24, 1994
ARTHUR B. NEWMAN
/s/ Allen E. Puckett Director August 24, 1994
ALLEN E. PUCKETT
/s/ Robert G. Schwartz Director August 24, 1994
ROBERT G. SCHWARTZ
Signatures Title or Capacity Date
/s/ William M. Troutman Director, President and August 24, 1994
WILLIAM M. TROUTMAN Chief Operating Officer
/s/ William E. Roberts Vice President, Chief August 24, 1994
WILLIAM E. ROBERTS Financial Officer,
Treasurer and Corporate
Controller (Principal
Financial and Accounting
Officer)
/s/ Jack R. Wentworth Director August 24, 1994
JACK R. WENTWORTH
INDEX OF EXHIBITS TO FORM S-8 REGISTRATION STATEMENT
OF LONE STAR INDUSTRIES, INC.
23(A). Consent of Price Waterhouse LLP. Filed with this
Registration Statement.
23(B). Consent of Coopers & Lybrand LLP. Filed with this
Registration Statement.
EXHIBIT 23(A)
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
EXHIBIT 23(B)
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. Employees Stock Purchase 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 fiscal 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
