As filed with the Securities and Exchange Commission on August 29, 1996
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 issuer 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, CT 06912-0014
(Address of Principal Executive Offices) (Zip Code)
LONE STAR INDUSTRIES, INC.
VOLUNTARY DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full Title of the plan)
_______________________
JAMES W. LANGHAM
Vice President, General Counsel and Secretary
LONE STAR INDUSTRIES, INC.
300 First Stamford Place, P. O. BOX 120014
Stamford, CT 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 maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
________________________________________________________________________
Common Stock, par
value $1 per share 50,000 $31.375(1) $1,568,750 $541
________________________________________________________________________
(1) Calculated pursuant to Rule 457(c) and (h) based on the average
high and low sales price of the stock on August 23, 1996
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.
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 for the year ended
December 31, 1995 (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 year
covered by the document referred to in (a) above.
(c) A description of the Company's common stock and related
common stock purchase rights contained in registration
statements 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
deemed, 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.
Legal Opinion - the validity of the shares of common stock to be
offered hereunder has been passed upon for the Company by James W.
Langham, Vice President, General Counsel and Secretary of the Company.
As of August 29, 1996, Mr. Langham had options to acquire 25,000
shares of common stock of the Company at $21.50 per share; options for
12,500 of such shares being exercisable on that date.
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. Bank trust funds
formed by the Company in 1988 and 1994 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.
4.1 Indenture, dated as of March 29, 1994, between Lone
Star Industries, Inc. and Chemical Bank, as Trustee,
relating to 10% Senior Notes Due 2003 of Lone Star
Industries, Inc. (incorporated herein by reference to
Exhibit 4A of the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1994).
<PAGE>
4.2 Warrant Agreement, dated April 13, 1994, between Lone
Star Industries, Inc. and Chemical Bank, as Warrant
Agent (incorporated herein by reference to Exhibit 4B
of the Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1994).
4.3 Financing Agreement, dated as of April 13, 1994 (the
"Financing Agreement"), among Lone Star Industries,
Inc., its subsidiary, New York Trap Rock Corporation,
and The CIT Group/Business Credit, Inc. (incorporated
herein by reference to Exhibit 4C of the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1994).
4.3(i) Amendment No. 1, dated as of March 24, 1995, to the
Financing Agreement (incorporated herein by reference
to Exhibit 4C(i) of the Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1995).
4.3(ii) Second Amendment, dated as of November 14, 1995, to
the Financing Agreement (incorporated herein by
reference to Exhibit 4.3(ii) of the Registrant's
Annual Report on Form 10-K for the year ended December
31, 1995).
4.3(iii) Third Amendment, dated as of December 11, 1995, to the
Financing Agreement (incorporated herein by reference
to Exhibit 4.3(iii) of the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1995).
4.4 Rights Agreement, dated as of November 10, 1994,
between Lone Star Industries, Inc. and Chemical Bank
(incorporated herein by reference to the Registrant's
Form 8-A, dated November 17, 1994).
4.5 Lone Star Industries, Inc. Voluntary Deferred
Compensation Plan for Non-Employee Directors
(incorporated herein by reference to Annex B to the
Company's 1996 definitive Proxy Statement).
5. Opinion of James W. Langham, Vice President, General
Counsel and Secretary of Lone Star Industries, Inc.
Filed with this Registration Statement.
23(A). Consent of Coopers & Lybrand L.L.P. Filed with this
Registration Statement.
23(B). Consent of James W. Langham is contained in his
opinion filed as Exhibit 5.
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.
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 22, 1996.
LONE STAR INDUSTRIES, INC.
By: /s/ James W. Langham
JAMES W. LANGHAM
Vice President
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints James W. Langham 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 the August 22, 1996
DAVID W. WALLACE Board and Chief Executive
Officer (Principal Executive
Officer)
/s/ William E. Roberts Vice President, Chief Finan- August 22, 1996
WILLIAM E. ROBERTS cial Officer, Treasurer and
Corporate Controller (Principal
Financial and Accounting Officer)
/s/ James E. Bacon Director August 22, 1996
JAMES E. BACON
/s/ Theodore F. Brophy Director August 22, 1996
THEODORE F. BROPHY
Director August , 1996
ARTHUR B. NEWMAN
/s/ Allen E. Puckett Director August 22, 1996
ALLEN E. PUCKETT
Signatures Title or Capacity Date
/s/ Robert G. Schwartz Director August 22, 1996
ROBERT G. SCHWARTZ
/s/ William M. Troutman Director, President and August 22, 1996
WILLIAM M. TROUTMAN Chief Operating Officer
/s/ Jack R. Wentworth Director August 22, 1996
JACK R. WENTWORTH
INDEX OF EXHIBITS TO FORM S-8 REGISTRATION STATEMENT
OF LONE STAR INDUSTRIES, INC.
5. Opinion of James W. Langham, Vice President, General
Counsel and Secretary of Lone Star Industries, Inc.
Filed with this Registration Statement.
23(A). Consent of Coopers & Lybrand L.L.P. Filed with this
Registration Statement.
EXHIBIT 5
August 29, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
I am Vice President, General Counsel and Secretary for Lone Star
Industries, Inc., a Delaware corporation (the "Company"), and am
familiar with the registration statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933 covering
the registration of 50,000 shares of the Company's common stock, $1
par value ("Common Stock"), issuable pursuant to the Lone Star
Voluntary Deferred Compensation Plan for Non-Employee Directors
adopted by the Company's Board of Directors and ratified by its
stockholders (the "Plan").
Based on the foregoing, at this date, it is my opinion that the
50,000 shares of Common Stock which may be issued in the future
pursuant to the Plan, when issued and sold in accordance with the
terms of the Plan, will be legally issued, fully paid and
nonassessable.
I consent to the use of my name in the Registration Statement and
also to the filing of this opinion as Exhibit 5 to such Registration
Statement.
This opinion is limited to matters governed by the federal laws
of the United States of America and the General Corporation Law of the
State of Delaware.
The opinions set forth in this letter are rendered only to the
Securities and Exchange Commission pursuant to Regulation S-K, Rule
601 under the Securities Exchange Act of 1934 in connection with the
Registration Statement and may not be relied upon by any other person
for any purpose without my prior written consent.
Very truly yours,
/s/ James W. Langham
JWL:jam James W. Langham
Vice President, General
Counsel and Secretary
Exhibit 23(A)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of Lone Star Industries, Inc. on Form S-8 (File No.
____________) of our report, included in the Annual Report (Form 10-K),
dated January 31, 1996, which includes an explanatory paragraph
related to the Company's reorganization effective April 14, 1994, on
our audits of the consolidated financial statements and financial
statement schedule of Lone Star Industries, Inc. and Consolidated
Subsidiaries as of December 31, 1995 and 1994 and for the year ended
December 31, 1995, the nine months ended December 31, 1994 (post-
confirmation), the three months ended March 31, 1994 and the year
ended December 31, 1993 (pre-confirmation).
COOPERS & LYBRAND L.L.P.
Stamford, Connecticut
August 29, 1996
