SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Lone Star Industries, Inc.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
542290408
(CUSIP Number)
David P. Levin, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
March 31, 1995
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box: /__/
Check the following box if a fee is being paid with this
statement: /__/
Page 1 of 12 pages
PAGE
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SCHEDULE 13D
CUSIP No. 542290408 Page 2 of 12 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN & CO., L.P. 13-3321472
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 898,429 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 898,429 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
898,429 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP No. 542290408 Page 3 of 12 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN FOCUS FUND L.P. 13-3746015
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 108,108 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 108,108 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
101,108 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.9% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
PAGE
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SCHEDULE 13D
CUSIP No. 542290408 Page 4 of 12 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN INTERNATIONAL LIMITED
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 388,894 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 388,894 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
388,894 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
PAGE
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SCHEDULE 13D
CUSIP No. 542290408 Page 5 of 12 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS L.P. 13-3544838
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 1,006,537 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,006,537 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,006,537 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 542290408 Page 6 of 12 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS INC. 13-3537972
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 1,395,431 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,395,431 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,395,431 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
PAGE
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SCHEDULE 13D
CUSIP No. 542290408 Page 7 of 12 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK DICKSTEIN
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 1,395,431 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,395,431 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,395,431 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
PAGE
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Amendment No. 3 to Schedule 13D
This statement amends the Schedule 13D, dated September 26,
1994, as amended by Amendment No. 1 dated October 31, 1994 and
Amendment No. 2 dated January 6, 1995 (the "Schedule 13D"), filed
by Dickstein & Co., L.P. ("Dickstein & Co."), Dickstein Focus
Fund L.P. ("Dickstein Focus"), Dickstein International Limited
("Dickstein International"), Dickstein Partners, L.P. ("Dickstein
Partners"), Dickstein Partners Inc. ("Dickstein Inc.") and Mark
Dickstein with respect to the Common Stock, $1.00 par value (the
"Common Stock"), of Lone Star Industries, Inc., a Delaware
corporation (the "Company"). Notwithstanding this Amendment No.
3, the Schedule 13D speaks as of its date. Capitalized terms
used without definition have the meanings ascribed to them in the
Schedule 13D.
I. Item 3 of the Schedule 13D, "Source and Amount of Funds
or Other Consideration," is amended by adding the following
paragraph:
"Since January 6, 1995 (the date the Reporting Persons filed
Amendment No. 2 to Schedule 13D), the Reporting Persons in the
aggregate have acquired an additional 161,494 shares of Common
Stock in the open market. Dickstein & Co. acquired 105,102
shares at a total cost of $2,068,010; Dickstein International
acquired 31,792 shares at a total cost of $612,458; and Dickstein
Focus acquired 24,200 shares at a total cost of $465,779. Such
amounts were funded out of each entity's working capital, which
may include margin loans made by brokerage firms in the ordinary
course of business."
II. Items 5(a) and 5(c) of the Schedule 13D, "Interest in
Securities of the Issuer" are amended and restated as follows:
"(a) The Reporting Persons beneficially own an aggregate of
1,395,431 shares of Common Stock, representing approximately
11.6% of the shares of Common Stock. Dickstein & Co.
beneficially owns 898,429 of such shares of Common Stock
(approximately 7.4% of the shares outstanding); Dickstein Focus
beneficially owns 108,108 of such shares of Common Stock
(approximately .9% of the shares outstanding); and Dickstein
International beneficially owns 388,894 of such shares of Common
Stock (approximately 3.2% of the shares outstanding). Upon
resolution of all of the Company's pre-petition claims, the
Reporting Persons may be entitled to receive additional shares of
Common Stock pursuant to the Plan of Reorganization.1/"
1/ Percentages are based upon 12,070,301 shares of Common
Stock outstanding as reported to the Reporting Persons
on March 31, 1995.
-8-
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"(c) Except as set forth on Schedule II annexed hereto,
none of the persons identified in Item 2 has effected any
transactions in the Common Stock during the past 60 days."
-9-
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SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Date: April 4, 1995
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the general
partner of Dickstein Partners, L.P., the
general partner of Dickstein & Co., L.P.
/s/Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the agent of
Dickstein International Limited
/s/Alan Cooper
Name: Alan Cooper
DICKSTEIN FOCUS FUND L.P.
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the general
partner of Dickstein Partners, L.P., the
general partner of Dickstein Focus Fund
L.P.
/s/Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the general
partner of Dickstein Partners, L.P.
/s/Alan Cooper
Name: Alan Cooper
-10-
PAGE
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DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/Alan Cooper
Name: Alan Cooper
/s/Mark Dickstein
Name: Mark Dickstein
-11-
PAGE
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SCHEDULE II
TRANSACTIONS IN COMMON
STOCK OF
LONE STAR INDUSTRIES, INC.
Shares Purchased by Dickstein & Co., L.P.
Number of
Shares Price per Total
Date Purchased share Commission Cost
3/31/95 80,000 19.625 4,025.00 1,574,025.00
3/31/95 15,000 19.794 925.00 297,835.00
Shares Purchased by Dickstein International Limited
Number of
Shares Price per Total
Date Purchased share Commission Cost
3/31/95 18,692 19.625 959.60 367,790.10
Shares Purchased by Dickstein Focus Fund, L.P.
Number of
Shares Price per Total
Date Purchased share Commission Cost
3/31/95 11,700 19.794 727.00 232,316.80
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