UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________
FORM 8-K
____________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 1, 1999 1-06124
Date of Report (Date of Commission File Number
earliest event reported)
LONE STAR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-0982660
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
300 First Stamford Place
Stamford, Connecticut 06912-0014
_________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
(203) 969-8600
_________________________________________________________
(Registrant's telephone number, including area code)
Item 1. Change in Control of Registrant.
On October 6, 1999, Dyckerhoff Aktiengesellschaft, a
corporation formed under the laws of the Federal Republic of
German ("Parent"), closed its previously announced tender offer
(the "Offer") for (i) all of the issued and outstanding shares
of common stock, par value $1.00 per share (the "Shares"), of
Lone Star Industries, Inc., a Delaware corporation (the
"Company"), together with the associated rights to purchase
common stock (the "Rights") issued pursuant to the Rights
Agreement, dated as of November 10, 1994 between the Company and
Chemical Bank, as Rights Agent, for $50.00 per Share in cash,
and (ii) all of the outstanding common stock purchase warrants
(the "Warrants"), each representing the right to purchase two
Shares, issued pursuant to the Warrant Agreement, dated as of
April 13, 1994 between the Company and Chemical Bank, as Warrant
Agent (the "Warrant Agreement"), for $81.25 per Warrant in cash.
The Offer was made pursuant to an Agreement and Plan of Merger,
dated as of September 2, 1999, among Parent, Level Acquisition
Corp., a Delaware corporation ("Purchaser") and the Company (the
"Merger Agreement").
On October 8, 1999, pursuant to the Merger Agreement,
Purchaser merged with and into the Company with the Company
surviving as an indirect wholly owned subsidiary of Parent (the
"Merger"). The approval of the holders of the Shares was not
required to effect the Merger pursuant to the applicable
provisions of the Delaware General Corporation Law. The Shares
issued and outstanding immediately prior to the effective time
of the Merger (other than Shares held in the treasury of the
Company or owned by any of its subsidiaries or owned by
Purchaser) were converted, subject to any appraisal rights, into
the right to receive $50.00 per Share in cash, without interest
thereon. According to Purchaser's Schedule 13D filed October
12, 1999, upon the effective time of the Merger, Parent owned
100% of the Shares and approximately 98.9% of the Warrants. The
Warrants issued and outstanding immediately prior to the
effective time of the Merger and not tendered pursuant to the
Offer will remain outstanding.
On October 8, 1999, the Board of Directors of the Company
was reconstituted and currently consists of Michael B. Clarke,
Philipp Magel, Felix Pardo, Alexander Roentgen, Peter Steiner
and William M. Troutman.
The terms of Purchaser's financing for the Offer and the
Merger are described in Purchaser's Offer to Purchase, dated
September 3, 1999, which is incorporated herein by reference.
Additional information regarding the Offer and the Merger,
including descriptions thereof and of any arrangements or
understandings with respect to the election of directors and
other matters, is included in the Company's
Solicitation/Recommendation Statement on Schedule 14D-9, which
was filed with the Securities and Exchange Commission on
September 3, 1999 (the "Schedule 14D-9) and provided to the
Company's stockholders. The Schedule 14D-9 is hereby
incorporated herein by reference.
A copy of the press release of the Company and Parent
announcing the consummation of the Offer is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits
Exhibit 99.1 - Press release, dated October 2, 1999
Exhibit 99.2 - Press release, dated October 8, 1999
Exhibit 99.3 - Offer to Purchase, dated September 3, 1999
(incorporated by reference to Exhibit (a)(1) to the Schedule
14D-1 filed September 3, 1999).
Exhibit 99.4 - Term Loan Facilities Agreement, dated as
of September 1, 1999, by and among Parent, Purchaser, Deutsche
Bank AG and Dresdner Bank AG (incorporated by reference to
Exhibit (b)(1) to the Schedule 14D-1 filed September 3, 1999).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Dated: October 12, 1999 LONE STAR INDUSTRIES, INC.
By: /s/ James W. Langham
James W. Langham
Vice President, General Counsel
and Secretary
EXHIBIT INDEX
Exhibit Description
99.1 Press release, dated October 2, 1999
99.2 Press release, dated October 8, 1999
99.3 Offer to Purchase, dated September 3, 1999
(incorporated by reference to Exhibit (a)(1) to the Schedule
14D-1 filed September 3, 1999).
99.4 Term Loan Facilities Agreement, dated as of September
1, 1999, by and among Parent, Purchaser, Deutsche Bank AG and
Dresdner Bank AG (incorporated by reference to Exhibit (b)(1) to
the Schedule 14D-1 filed September 3, 1999).
EXHIBIT 99.1
Saturday, October 2, 1:02 p.m. Eastern Time
Company Press Release
DYCKERHOFF AG Completes Tender Offer for Lone Star Industries
Shares and Warrants
Wiesbaden, Germany--(BUSINESS WIRE)--Oct. 2, 1999 - Dyckerhoff
AG (Frankfurt and Luxembourg Exchanges: DYK) announced today
that its indirect wholly owned subsidiary, Level Acquisition
Corp., has completed its all-cash tender offer for the
outstanding common stock of Lone Star Industries, Inc. (NYSE:
LCE - news) at a price of $50 per share and the outstanding
warrants (each to purchase two shares of common stock) of Lone
Star at a price of $81.25 per warrant. The tender offer
expired, as scheduled, on Friday, October 1st at 12:00 midnight,
New York City time. The total value of the transaction is
approximately $1.2 billion, including debt assumed.
A preliminary count from the depositary shows that approximately
18,834,857 shares of Lone Star common stock and approximately
2,629,413 Lone Star warrants had been tendered and accepted for
payment as of the expiration of the offer (including
approximately 1,626,602 shares and 5,572 warrants subject to
guarantees of delivery), which together represents approximately
96.6% of the Lone Star common stock on a fully diluted basis.
Dyckerhoff and Lone star will proceed to complete, in the near
future, a short-form merger pursuant to which Dyckerhoff will
acquire the remaining shares of common stock of Lone Star for
$50 per share in case, subject to appraisal rights.
Dyckerhoff is one of the leading cement and building materials
companies in Europe with sales in excess of $2.2 billion. In
the U.S., Dyckerhoff has a 50 percent share in Glens Falls
Lehigh Cement Company servicing the northeastern part of the
U.S.
Lone Star is a producer of cement and ready-mixed concrete.
Morgan Stanley Dean Witter acted as the Dealer Manager and
Georgeson Shareholder Communications, Inc. acted as the
Information Agent for the offer.
Exhibit 99.2
FOR IMMEDIATE RELEASE
Dyckerhoff AG Completes Acquisition of Lone Star Industries,
Inc.
WIESBADEN, GERMANY (October 8, 1999) - Dyckerhoff AG (Frankfurt
and Luxembourg Exchanges: DYK) today announced the completion
of its acquisition of Lone Star Industries, Inc. (NYSE: LCE) by
the merger of Level Acquisition Corp., an indirect wholly owned
subsidiary of Dyckerhoff, into Lone Star. As a result of the
merger, which was effective today, each share of common stock of
Lone Star not owned by Dyckerhoff or its subsidiaries was
converted into the right to receive $50.00 per share in cash,
subject to dissenter's rights.
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 percent share in Glens Falls
Lehigh Cement Company servicing the northeastern part of the
U.S.
Lone Star is a producer of cement and ready-mixed concrete.
CONTACT: William E. Roberts (203) 969-8600
