SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 6 (Final)
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)
November 20, 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 11 pages
<PAGE>
SCHEDULE 13D
CUSIP No. 542290408 Page 2 of 11 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 476,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH
476,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 476,000 (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)
4.1% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 542290408 Page 3 of 11 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 48,000(See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH
48,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 48,000 (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)
.4% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 542290408 Page 4 of 11 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 46,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH
46,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 46,000 (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)
.4% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 542290408 Page 5 of 11 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 524,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH
524,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 524,000 (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)
4.6% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 542290408 Page 6 of 11 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 570,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH
570,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 570,000 (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)
4.97% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 542290408 Page 7 of 11 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 570,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH
570,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 570,000 (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)
4.97% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
<PAGE>
Amendment No. 6 to Schedule 13D (Final)
This statement amends the Schedule 13D, dated September 26,
1994, as amended by Amendment No. 1 dated October 31, 1994,
Amendment No. 2 dated January 6, 1995, Amendment No. 3 dated
April 4, 1995, Amendment No. 4 dated June 9, 1995 and Amendment
No. 5 dated November 14, 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. 6, the Schedule 13D speaks as of its date. Capitalized terms used
without definition have the meanings ascribed to them in the Schedule 13D.
I. Items 5(a), 5(c) and 5(e) 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 570,000 shares
of Common Stock, representing approximately 4.97% of the shares of Common Stock.
Dickstein & Co. beneficially owns 476,000 of such shares of Common Stock
(approximately 4.1% of the shares outstanding); Dickstein Focus beneficially
owns 48,000 of such shares of Common Stock (approximately .4% of the shares
outstanding); and Dickstein International beneficially owns 46,000 of such
shares of Common Stock (approximately .4% 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/
Mark Kaufman, a Vice President of Dickstein Partners, Inc.
owns 1,500 shares of Common Stock."
"(c) Except for the transactions set forth on Schedule II hereto and as
described in Amendment No. 5 to the Schedule 13D, none of the persons identified
in Item 2 has effected any transactions in the Common Stock during the past 60
days."
"(e) The Reporting Persons ceased to be the beneficial owner of more than
5% of the Common Stock on November 21, 1995. Accordingly, the Reporting Persons
no longer have a reporting obligation under Section 13 (d) of the Exchange Act
with respect to the Common Stock, and the Reporting Persons intend not to
further amend their report on Schedule 13D to reflect changes in the facts set
forth herein which may occur after the date hereof."
1/ Percentages are based upon 11,473,101 shares of Common Stock
outstanding as of November 14, 1995 as determined by subtracting the
600,000 shares of Common Stock the Reporting Persons sold to the
Company on November 13,1995 from the 12,073,101 shares of Common Stock
reported as outstanding by the
Company as of November 3, 1995 as set forth in the Company's Quarterly
Report on Form 10Q for the quarter ended September 30, 1995.
-8-
<PAGE>
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: November 22, 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
-9-
<PAGE>
DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/Alan Cooper
Name: Alan Cooper
/s/Mark Dickstein
Name: Mark Dickstein
-10-
<PAGE>
TRANSACTIONS IN COMMON STOCK Schelule II
OF LONE STAR INDUSTRIES, Inc.
Shares Sold by Dickstein & Co., L.P.
Number of
Shares Price per Total
Date Sold Share Commission Proceeds
11/15/95 19,000 24.4385 1,180.48 463,151,.02
11/16/95 27,500 24.0000 1,697.00 658,303.00
11/20/95 175,000 24.2784 10,525.00 4,238,195.00
11/21/95 79,595 24.0098 4,800.70 1,906,259.33
Shares Sold by Dickstein International Limited
Number of
Shares Price per Total
Date Sold Share Commission Proceeds
11/15/95 3,500 24.4385 237.86 85,296.89
11/16/95 4,500 24.0000 298.60 107,701.40
11/20/95 52,500 24.278 3,175.00 1,271,441.00
11/21/95 21,513 24.0098 1,315.78 515,207.05
Shares Sold by Dickstein Focus Fund, L.P.
Number of
Shares Price per Total
Date Sold Share Commission Proceeds
11/15/95 2,500 24.4385 177.04 60,919.21
11/16/95 3,000 24.0000 207.40 71,792.60
11/20/95 22,500 24.2784 1,375.00 544,889.00
11/21/95 7,473 24.0098 473.38 178,951.86
Shares Purchased by Mark Kaufman
Number of
Shares Price per Total
Date Purchased Share Commission Cost
11/20/95 500 24.3750 103.85 12,291.35
-11-
<PAGE>
