SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 5
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 13, 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 14 pages
<PAGE>
SCHEDULE 13D
CUSIP No. 542290408 Page 2 of 14 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 777,095 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 777,095 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
777,095 (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)
6.4% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 542290408 Page 3 of 14 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 83,473 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 83,473 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
83,473 (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>
SCHEDULE 13D
CUSIP No. 542290408 Page 4 of 14 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 128,013 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 128,013 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
128,013 (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)
1.1% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 542290408 Page 5 of 14 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 860,568 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 860,568 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
860,568 (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)
7.1% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 542290408 Page 6 of 14 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 988,581 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 988,581 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
988,581 (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)
8.2% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 542290408 Page 7 of 14 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 988,581 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 988,581 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
988,581 (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)
8.2% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
<PAGE>
Amendment No. 5 to Schedule 13D
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 and Amendment No. 4 dated June 9, 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. 5,
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) 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
988,581 shares of Common Stock, representing approximately
8.2% of the shares of Common Stock. Dickstein & Co.
beneficially owns 777,095 of such shares of Common Stock
(approximately 6.4% of the shares outstanding); Dickstein Focus
beneficially owns 83,473 of such shares of Common Stock
(approximately .7% of the shares outstanding); and Dickstein
International beneficially owns 128,013 of such shares of Common
Stock (approximately 1.1% 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/
"(c) On November 13, 1995, Dickstein & Co., Dickstein
International and Dickstein Focus sold 250,000, 300,000
and 50,000 shares of Common Stock, respectively, to the Company, at
a price per share of $23.528, in a privately negotiated
transaction. Except as set in the previous sentence, none
of the persons identified in Item 2 has effected any
transactions in the Common Stock during the past 60 days."
1/ Percentages are based upon 12,073,101 shares of Common
Stock outstanding 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>
II. Item 6 of the Schedule 13D, "Contracts, Arrangements,
Understandings or Relationships with Respect to Securities
of the Issuer", is amended by adding the following:
"On November 13, 1995, the Company and Dickstein & Co.,
Dickstein International and Dickstein Focus entered into an
agreement with respect to the sale of certain shares of
Common Stock to the Company. See Item 5(c). A copy of the
agreement is annexed as Exhibit 2 and incorporated in this Item
by reference."
III. Item 7 of the Schedule 13D, "Exhibits", is amended by adding the
following Exhibit.
Exhibit 2 Agreement, dated November 13, 1995, between
Lone Star Industries, Inc. and Dickstein &
Co., L.P. Dickstein International Limited and
Dickstein Focus Fund L.P.
-9-
<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 14, 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>
DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/Alan Cooper
Name: Alan Cooper
/s/Mark Dickstein
Name: Mark Dickstein
-11-
<PAGE>
EXHIBIT 2
November 13, 1995
Lone Star Industries, Inc.
300 First Stamford Place
Stamford, CT 06912-0014
Gentlemen:
This will confirm the agreement between us
(on a several basis) and you as follows:
(i) We are today agreeing to sell,
assign and deliver to you an aggregate of
600,000 shares of Common Stock of Lone Star
Industries, Inc. (the "Shares") at a price of
$23.528 per Share (the "Sale"). The number
of shares being sold by each of us is set
forth opposite our signatures below.
(ii) The parties hereto have full power
and authority to execute and deliver this
Agreement and to consummate the transactions
contemplated hereby. This Agreement has been
duly authorized and validly executed and
delivered and constitutes each party's legal,
valid and binding obligation, enforceable in
accordance with its terms.
(iii) Each of us is the lawful
beneficial owner of the Shares set forth
opposite our respective signatures, and will
transfer to you good and marketable title to
such Shares, fee and clear of (i) any and
all security interests, liens, pledges,
claims of third parties of any nature
whatsoever, charges, escrows, encumbrances,
rights of first refusal, mortgages,
indentures, security agreements or other
agreements, arrangements, contracts,
commitments, understandings or obligations,
whether written or oral; (ii) options,
warrants or other rights to purchase; and
(iii) any and all other agreements,
understandings or restrictions affecting the
voting rights and other incidents of record
or beneficial ownership pertaining thereto.
(iv) In case at any time hereafter any
further action is necessary or desirable to
carry out the purposes of this Agreement, the
parties will take all such necessary action.
(v) Each party represents and warrants
that no broker, finder, investment banker or
other similar agent is entitled to any
brokerage, finder's or other fee or
commission in connection with this Agreement
or the transactions contemplated hereby based
upon any agreement, written or oral, made by
such party or on such party's behalf.
-12-
<PAGE>
Lone Star Industries, Inc.
November 13, 1995
Page 2
(vi) The Sale will be settled on
November 14, 1995 by the following means:
through our clearing broker, Spear Leeds &
Kellogg, we will prior to noon on that date
deliver the Shares to your transfer agent,
Chemical Bank, 450 West 33rd Street, New
York, NY 10001-2697, through the DWAC
system. You will instruct your transfer
agent to receive the Shares into your
account. You will promptly upon confirmation
of that delivery remit the purchase price to
us by wire transfer not later than 2:00 p.m.
on that date, to the accounts specified in
Exhibit A hereto. Your obligation to remit
those funds to us against delivery of the
Shares shall be absolute and shall not be
subject to offset or recoupment.
If the foregoing comports with the agreement between
you and us, please sign in the space indicated below.
Number of Shares Very truly yours,
DICKSTEIN & CO., L.P.
250,000 By: /s/Mark D. Brodsky
Name: Mark D. Brodsky
Title: Vice President of
Dickstein Partners, L.P.,
its General Partner
DICKSTEIN INTERNATIONAL LIMITED
300,000 By: /s/Mark D. Brodsky
Name: Mark D. Brodsky
Title: Vice President of
Dickstein Partners Inc.,
its Agent
DICKSTEIN FOCUS FUND L.P.
50,000 By: /s/Mark D. Brodsky
Name: Mark D. Brodsky
Title: Vice President of
Dickstein Partners, L.P.,
its General Partner
AGREED TO:
LONE STAR INDUSTRIES, INC.
By: /s/James W. Langham
Name: James W. Langham
Title: Vice President, General
Counsel and Secretary
-13-
<PAGE>
EXHIBIT A
Wire Transfer Instructions
For Dickstein & Co., L.P. ($5,882,000):
Chemical Bank
ABA 021-000128
a/c #066-005442
a/c name: Spear Leeds & Kellogg
a/c # 4132-5519
a/c name: Dickstein & Co., L.P.
For Dickstein International Limited ($7,058,400):
Chemical Bank
ABA 021-000128
a/c #066-005442
a/c name: Spear Leeds & Kellogg
a/c # 41XK-5519
a/c name: Dickstein International Limited
For Dickstein Focus Fund L.P. ($1,176,400):
Chemical Bank
ABA 021-000128
a/c #066-005442
a/c name: Spear Leeds & Kellogg
a/c # 45JH-5519
a/c name: Dickstein Focus Fund L.P.
<PAGE>
