SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
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)<PAGE>
January 5, 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
<PAGE>
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 792,927 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 792,927 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
792,927 (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)
6.9% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
PAGE
<PAGE>
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 83,908 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 83,908 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,908 (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% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
PAGE
<PAGE>
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 357,102 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 357,102 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
357,102 (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)
3.1% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
PAGE
<PAGE>
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 876,835 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 876,835 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
876,835 (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)
7.6% (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 1,233,937 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,233,937 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,233,937 (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)
10.7% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
PAGE
<PAGE>
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 1,233,937 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,233,937 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,233,937 (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)
10.7% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
PAGE
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Amendment No. 2 to Schedule 13D
This statement amends the Schedule 13D, dated September 26,
1994, as amended by Amendment No. 1 dated October 31, 1994 (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. 2, 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 October 31, 1994 (the date the Reporting Persons
filed Amendment No. 1 to Schedule 13D), the Reporting Persons in
the aggregate have acquired an additional 202,800 shares of
Common Stock in the open market. Dickstein & Co. acquired 72,000
shares at a total cost of $1,201,290; Dickstein International
acquired 104,800 shares at a total cost of $1,819,158; and
Dickstein Focus acquired 26,000 shares at a total cost of
$451,237. 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
1,233,937 shares of Common Stock, representing approximately
10.7% of the shares of Common Stock. Dickstein & Co.
beneficially owns 792,927 of such shares of Common Stock
(approximately 6.9% of the shares outstanding); Dickstein Focus
beneficially owns 83,908 of such shares of Common Stock
(approximately .7% of the shares outstanding); and Dickstein
International beneficially owns 357,102 of such shares of Common
Stock (approximately 3.1% 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 11,558,720 shares of Common
Stock reported as of November 7, 1994 in the Company's
Quarterly Report on Form 10-Q of the quarter ended
September 30, 1994.
-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: January 6, 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. COMPANY
Shares Purchased by Dickstein & Co., L.P.
Number of
Shares Price per Total
Date Purchased share Commission Cost
11/10/94 23,000 17.800 25.00 409,425.00
12/1/94 28,000 16.875 1,705.00 474,205.00
12/7/94 6,000 15.250 385.00 91,885.00
12/7/94 15,000 15.050 25.00 225,775.00
Shares Purchased by Dickstein International Limited
Number of
Shares Price per Total
Date Purchased share Commission Cost
11/10/94 8,000 17.800 25.00 142,425.00
12/1/94 9,800 16.875 613.00 165,988.00
12/7/94 2,000 15.250 145.00 30,645.00
12/7/94 5,000 15.050 25.00 72,275.00
1/5/95 80,000 17.500 4,825.00 1,404,825.00
Shares Purchased by Dickstein Focus Fund, L.P.
Number of
Shares Price per Total
Date Purchased share Commission Cost
11/10/94 1,800 17.80 25.00 32,065.00
12/1/94 2,200 16.88 157.00 37,282.00
12/7/94 2,000 15.25 145.00 30,645.00
1/5/95 20,000 17.50 1,245.00 351,245.00
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