SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 2, 1999.
Lone Star Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-2333 13-0982660
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
300 First Stamford Place, P. O. Box 120014, Stamford, CT 06912-0014
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 969-8600
ITEM 5. OTHER EVENTS.
On September 2, 1999, the Company made the following press
release:
Stamford, Connecticut, September 2, 1999 --- Lone Star Industries,
Inc. (NYSE/LCE) and Dyckerhoff AG (Dyckerhoff) announced today that
they have entered into a definitive merger agreement providing for the
acquisition of Lone Star Industries by Dyckerhoff.
Under the merger agreement, Dyckerhoff will shortly commence an all-
cash tender offer for all of Lone Star's outstanding common stock at a
price of $50 per share and for all of Lone Star's outstanding warrants
(each to purchase two shares of common stock) at a price of $81.25 per
warrant. Following successful completion of the tender offer,
Dyckerhoff will acquire for the same cash price any shares of common
stock that are not tendered by means of a merger of Lone Star with a
wholly owned subsidiary of Dyckerhoff. The per share offer price
represents a 45 percent premium to the September 1, 1999 closing price
for Lone Star common stock and the total purchase price will be
approximately $1.2 billion, including debt assumed. In connection
with the merger agreement, certain executives of Lone Star have agreed
to tender their shares in the offer.
Lone Star's Board of Directors has approved the transaction
unanimously and has recommended acceptance by the Lone Star
stockholders. David W. Wallace, Chairman of the Board of Lone Star,
stated, "We believe this merger is in the best interests of all those
connected with Lone Star. Our shareholders will receive a substantial
premium to the current market value of their stock, and our customers,
suppliers and employees will benefit from the combined resources of
the two companies. We are also pleased that realizing the benefits of
this merger will result in minimal dislocations in our operations."
Peter Rohde, Chairman of the Board of Management of Dyckerhoff, said,
"We are excited about the combination of Lone Star with Dyckerhoff,
and we believe this transaction will help us achieve excellent
geographic balance, diversifying the Company's business from its heavy
emphasis on Europe. Furthermore, it establishes critical mass in the
important North American market, and provides a strong platform for
future growth. These benefits, combined with the excellent stand-
alone operating performance of Lone Star and the high quality of its
employees, should provide both immediate and longer term value to our
shareholders."
The tender offer is conditioned upon, among other things, there being
tendered and not withdrawn prior to the expiration date of the offer
at least a majority of the outstanding Lone Star shares on a fully
diluted basis, and on the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. The offer will
expire in early October, 1999, unless further extended.
Morgan Stanley Dean Witter is acting as financial advisor and dealer
manager in the transaction and Dresdner Kleinwort Benson is acting as
co-financial advisor. Dechert Price & Rhoads is acting as legal
counsel to Dyckerhoff. Merrill Lynch & Co. is acting as financial
advisor and Proskauer Rose LLP is acting as legal counsel to Lone
Star.
Lone Star Industries, Inc. is a producer of cement and ready-mixed
concrete.
Dyckerhoff is one of the leading cement and building materials
companies in Europe with sales volume in excess of $2.2 billion. In
the U.S., Dyckerhoff has a 50% share in Glens Falls Lehigh Cement
Company servicing the northeastern part of the U.S.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Lone Star Industries, Inc. has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
LONE STAR INDUSTRIES, INC.
By: /s/ James W. Langham
James W. Langham
Vice President
Date: September 2, 1999
