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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
LONE STAR INDUSTRIES, INC.
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
542290 408
(CUSIP Number)
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)
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
September 2, 1999
(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
/ /.
Note: Six copies of this Statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 542290 408 Page 1 of 11 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DYCKERHOFF AKTIENGESELLSCHAFT
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON WITH
1,320,870**
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9 SOLE DISPOSITIVE POWER
0
-------------------------------------
10 SHARED DISPOSITIVE POWER
1,320,870**
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,320,870**
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%**
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14 TYPE OF REPORTING PERSON*
CO
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** See the "Introduction" and Section 12 of the Offer to Purchase,
incorporated herein by reference, for a description of the Tender
Agreement dated September 2, 1999, by and among Dyckerhoff
Aktiengesellschaft, Level Acquisition Corp. and certain stockholders
of Lone Star Industries, Inc.
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SCHEDULE 13D
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CUSIP NO. 542290 408 Page 3 of 11 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LEVEL ACQUISITION CORP.
I.R.S. ID NO. 52-2189300
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ----------------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON WITH
1,320,870**
----------------------------------------------
9 SOLE DISPOSITIVE POWER
0
---------------------------------------------
10 SHARED DISPOSITIVE POWER
1,320,870**
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,320,870**
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
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SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%**
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14 TYPE OF REPORTING PERSON*
CO
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** See the "Introduction" and Section 12 of the Offer to Purchase,
incorporated herein by reference, for a description of the Tender
Agreement dated September 2, 1999, by and among Dyckerhoff
Aktiengesellschaft, Level Acquisition Corp. and certain stockholders
of Lone Star Industries, Inc.
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SCHEDULE 13D
This statement on Schedule 13D (this "Statement") relates to the offer by
Level Acquisition Corp., a Delaware corporation ("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 (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"), a copy of which is filed herewith as Exhibit
(2), and in the related Letters of Transmittal, copies of which are filed
herewith as Exhibits (3) and (4) (the Offer to Purchase and the Letters of
Transmittal, as amended or supplemented from time to time, together constitute
the "Offer").
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the Shares. The Company's
principal executive offices are at 300 First Stamford Place, Stamford, CT 06912-
0014. The information set forth in the "Introduction" of the Offer to Purchase
and Schedule I to the Offer to Purchase is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by Purchaser and Parent. The
information set forth in the "Introduction," "Certain Information Concerning
Parent and Purchaser" and Schedule I of the Offer to Purchase is incorporated
herein by reference. The name, business address, present principal occupation or
employment, the material occupations, positions, offices or employments for the
past five years and citizenship of each member of the Supervisory Board or Board
of Management and each executive officer of Parent and each director and
executive officer of Purchaser and the name, principal business and address of
any corporation or other organization in which such occupations, positions,
offices and employments are or were carried on are set forth in Schedule I to
the Offer to Purchase and incorporated herein by reference.
During the last five years, neither Purchaser nor Parent nor, to the
best knowledge of Purchaser and Parent, any of the persons referred to in
Sections 1, 2 and 3 of Schedule I (i) have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation
of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in the "Introduction" and "Sources and
Amount of Funds" of the Offer to Purchase is incorporated herein by reference.
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ITEM 4. PURPOSE OF TRANSACTION.
The information set forth in the "Introduction," "Purpose of the Offer
and the Merger; the Merger Agreement and Certain Other Agreements," "Plans for
the Company; Other Matters," "Effect of the Offer on the Market for the
Securities; Stock Exchange Listing; Exchange Act Registration; Margin
Regulations" and "Dividends and Distributions" of the Offer to Purchase is
incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in the "Introduction," "Certain Information
Concerning Parent and Purchaser," "Purpose of the Offer and the Merger; the
Merger Agreement and Certain Other Agreements" and "Background of the Offer;
Contacts with the Company" of the Offer to Purchase is incorporated herein by
reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information set forth in the "Introduction," "Sources and Amount
of Funds," "Background of the Offer; Contacts with the Company," "Purpose of the
Offer and the Merger; the Merger Agreement and Certain Other Agreements," "Plans
for the Company; Other Matters" and "Fees and Expenses" of the Offer to Purchase
is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Filing Agreement, dated September 3, 1999.
(2) Offer to Purchase, dated September 3, 1999.*
(3) Letter of Transmittal to Tender Shares of Common Stock.*
(4) Letter of Transmittal to Tender Warrants to Purchase Common Stock.*
(5) Notice of Guaranteed Delivery.*
(6) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(7) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(8) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(9) Press Release dated September 2, 1999.*
(10) Summary Advertisement.*
(11) Term Loan Facilities Agreement, dated as of September 1, 1999, by and among
Parent, Purchaser, Deutsche Bank AG and Dresdner Bank AG.*
(12) Agreement and Plan of Merger, dated as of September 2, 1999, by and among
Parent, Purchaser and the Company.*
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(13) Confidentiality Agreement, dated as of July 8, 1999, by and among Parent,
Dyckerhoff, Inc. and the Company.*
(14) Tender Agreement, dated as of September 2, 1999, by and among Parent,
Purchaser and certain stockholders of the Company.*
* Incorporated by reference to the Schedule 14D-1 filed the date hereof by
the Parent and Purchaser.
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SIGNATURES
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct. In executing this statement, the undersigned
agree, to the extent required by Rule 13d-1(f), that this statement is being
filed on behalf of each of the reporting persons herein.
Dated: September 3, 1999
DYCKERHOFF AKTIENGESELLSCHAFT
/s/ Peter Steiner
By: _________________________________________
Name: Peter Steiner
Title: Chief Financial Officer
/s/ Luis Rauch
By: _________________________________________
Name: Luis Rauch
Title: Treasurer
LEVEL ACQUISITION CORP.
/s/ Felix Pardo
By: __________________________________________
Name: Felix Pardo
Title: President, Treasurer and Secretary
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EXHIBIT INDEX
No. Description
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(1) Filing Agreement, dated September 3, 1999.
(2) Offer to Purchase, dated September 3, 1999.*
(3) Letter of Transmittal to Tender Shares of Common Stock.*
(4) Letter of Transmittal to Tender Warrants to Purchase Common Stock.*
(5) Notice of Guaranteed Delivery.*
(6) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(7) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(8) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(9) Press Release dated September 2, 1999.*
(10) Summary Advertisement.*
(11) Term Loan Facilities Agreement, dated as of September 1, 1999, by and among
Parent, Purchaser, Deutsche Bank AG and Dresdner Bank AG.*
(12) Agreement and Plan of Merger, dated as of September 2, 1999, by and among
Parent, Purchaser and the Company.*
(13) Confidentiality Agreement, dated as of July 8, 1999, by and among Parent,
Dyckerhoff, Inc. and the Company.*
(14) Tender Agreement, dated as of September 2, 1999, by and among Parent,
Purchaser and certain stockholders of the Company.*
* Incorporated by reference to the Schedule 14D-1 filed the date hereof by
the Parent and Purchaser.
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Exhibit 1
Filing Agreement dated September 3, 1999
Re: Joint Filing of Schedule 13D
The undersigned hereby agree that:
(i) each of them is individually eligible to use the Schedule 13D
attached hereto;
(ii) the attached Schedule 13D is filed on behalf of each of them;
(iii) each of them is responsible for the timely filing of such
Schedule 13D and any amendments thereto, and for the
completeness and accuracy of the information therein concerning
itself; but none of them is responsible for the completeness and
accuracy of the information concerning the other persons making
the filing, unless it knows or has reason to believe that such
information is inaccurate.
DYCKERHOFF AKTIENGESELLSCHAFT
/s/ Peter Steiner
By: _________________________________________
Name: Peter Steiner
Title: Chief Financial Officer
/s/ Luis Rauch
By: _________________________________________
Name: Luis Rauch
Title: Treasurer
LEVEL ACQUISITION CORP.
/s/ Felix Pardo
By: __________________________________________
Name: Felix Pardo
Title: President, Treasurer and Secretary
