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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(D)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
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LONE STAR INDUSTRIES, INC.
(Name of Subject Company)
LEVEL ACQUISITION CORP.
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
DYCKERHOFF AKTIENGESELLSCHAFT
(Bidders)
COMMON STOCK,
PAR VALUE $1.00 PER SHARE COMMON STOCK
(Including the Associated Rights PURCHASE WARRANTS
to purchase Common Stock)
(Title of Class of Securities) (Title of Class of Securities)
542290 408 542290 11
(CUSIP Number of Class of Securities) (CUSIP Number of Class of Securities)
DR. PETER ROHDE
PETER STEINER
DYCKERHOFF AKTIENGESELLSCHAFT
BIEBRICHER STRASSE 69
65203 WIESBADEN, GERMANY
49 (0611) 676-0
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
with a copy to:
THOMAS A. RALPH
WILLIAM G. LAWLOR
PETER D. CRIPPS
DECHERT PRICE & RHOADS
4000 BELL ATLANTIC TOWER
1717 ARCH STREET
PHILADELPHIA, PENNSYLVANIA 19103
(215) 994-4000
__________________
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TENDER OFFER
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed September 3, 1999 and the Schedule 13D filed September 3,
1999 (together, as amended and supplemented, the "Schedule 14D-1") relating to
the offer by Level Acquisition Corp., a Delaware corporation (the "Purchaser")
and an indirect wholly owned subsidiary of Dyckerhoff Aktiengesellschaft, a
corporation formed under the laws of the Federal Republic of Germany ("Parent"),
to purchase (i) all of the 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
issued pursuant to the Rights Agreement, dated as of November 10, 1994 by and
between the Company and Chemical Bank, as Rights Agent, at a price of $50.00 per
Share, net to the seller in cash, without interest thereon, and (ii) all of the
outstanding Common Stock Purchase Warrants of the Company (the "Warrants"), each
representing the right to purchase two Shares at an exercise price of $18.75 per
Warrant (or $9.375 per Share), issued pursuant to the Warrant Agreement dated as
of April 13, 1994 between the Company and Chemical Bank, as Warrant Agent, for
$81.25 per Warrant, net to the seller in cash, without interest thereon, upon
the terms and subject to the conditions set forth in the Offer to Purchase dated
September 3, 1999 (the "Offer to Purchase"), and in the related Letters of
Transmittal, (the Offer to Purchase and the Letters of Transmittal, as amended
or supplemented from time to time, together constitute the "Offer"). Unless
otherwise indicated, all capitalized terms used but not defined herein shall
have the meanings assigned thereto in the Offer to Purchase.
The Schedule 14D-1 is hereby amended and supplemented as follows:
ITEM 6 Interest in Securities of the Subject Company.
At 12:00 midnight, New York City time, on October 1, 1999 the Offer
expired. Based on preliminary information provided by the Depositary,
approximately 18,834,857 Shares and approximately 2,629,413 Warrants (together
representing approximately 96.6% of the Fully Diluted Shares) were validly
tendered and not withdrawn pursuant to the Offer, including Shares and Warrants
tendered pursuant to notices of guaranteed delivery. The Purchaser has accepted
for payment all such Shares at the purchase price of $50.00 per Share, net to
the seller in cash, and all such Warrants at the purchase price of $81.25 per
Warrant, net to the seller in cash.
ITEM 10 Additional Information.
On October 2, 1999, Parent issued a press release announcing the expiration
of the Offer. The full text of the press release is attached hereto as Exhibit
(a)(11) and is incorporated herein by reference.
ITEM 11 Material to be Filed as Exhibits.
(a)(11) Press Release dated October 2, 1999.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: October 4, 1999
DYCKERHOFF AKTIENGESELLSCHAFT
By: /s/ Peter Steiner
-----------------
Name: Peter Steiner
Title: Chief Financial Officer
By: /s/ Luis Rauch
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Name: Luis Rauch
Title: Treasurer
LEVEL ACQUISITION CORP.
By: /s/ Felix Pardo
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Name: Felix Pardo
Title: President, Treasurer and Secretary
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INDEX TO EXHIBITS
EXHIBIT
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(a)(1) Offer to Purchase, dated September 3, 1999.*
(a)(2) Letter of Transmittal to Tender Shares of Common Stock.*
(a)(3) Letter of Transmittal to Tender Warrants to Purchase Common Stock.*
(a)(4) Notice of Guaranteed Delivery.*
(a)(5) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(a)(6) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(7) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(8) Press Release dated September 2, 1999.*
(a)(9) Summary Advertisement.*
(a)(10) Press Release dated September 16, 1999.*
(a)(11) Press Release dated October 2, 1999.
(b)(1) Term Loan Facilities Agreement, dated as of September 1, 1999, by and
among Parent, Purchaser, Deutsche Bank AG and Dresdner Bank AG.*
(c)(1) Agreement and Plan of Merger, dated as of September 2, 1999, by and
among Parent, Purchaser and the Company.*
(c)(2) Confidentiality Agreement, dated as of July 8, 1999, by and among
Parent, Dyckerhoff, Inc. and the Company.*
(c)(3) Tender Agreement, dated as of September 2, 1999, by and among Parent,
Purchaser and certain stockholders of the Company.*
(d) None.
(e) Not applicable.
(f) None.
* Previously filed.
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FOR IMMEDIATE RELEASE:
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Dyckerhoff AG Completes Tender Offer for Lone Star Industries Shares and
Warrants
WIESBADEN, Germany, October 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) 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 represent 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 cash, subject to appraisal 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.
Morgan Stanley Dean Witter acted as the Dealer Manager and Georgeson Shareholder
Communications Inc. acted as the Information Agent for the offer.
CONTACT: Morgan Stanley Dean Witter
- ------- Gregory Munsell: (212) 761-4747
Georgeson Shareholder Communications Inc.
(212) 440-9800
