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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
AMENDMENT NO. 1 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
of the Securities Exchange Act of 1934
AND
SCHEDULE 13D
_____________________
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. 1 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 10 Additional Information.
On September 16, 1999, Parent issued a press release announcing the early
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 relating to the Offer. The full text of the press
release is attached hereto as Exhibit (a)(10) and is incorporated herein by
reference.
ITEM 11 Material to be Filed as Exhibits.
(a)(10) Press Release dated September 16, 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: September 17, 1999
DYCKERHOFF AKTIENGESELLSCHAFT
By: /s/ Peter Steiner
-----------------------------------------
Name: Peter Steiner
Title: Chief Financial Officer
By: /s/ Luis Rauch
-----------------------------------------
Name: Luis Rauch
Title: Treasurer
LEVEL ACQUISITION CORP.
By: /s/ Felix Pardo
------------------------------------------
Name: Felix Pardo
Title: President, Treasurer and Secretary
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INDEX TO EXHIBITS
EXHIBIT
- -------
(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.
(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:
- ---------------------
Dyckerhoff AG Announces Early Termination of Hart-Scott-Rodino Waiting Period
Regarding Pending Acquisition of Lone Star Industries, Inc.
Wiesbaden, Germany, September 16, 1999 - Dyckerhoff AG (Frankfurt and Luxemburg
Exchanges: DYK) announced today that the Federal Trade Commission has granted
early termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act applicable to its pending acquisition of Lone Star Industries,
Inc. (NYSE: LCE).
As previously announced, Dyckerhoff and Lone Star have entered into a merger
agreement under which Dyckerhoff's subsidiary, Level Acquisition Corp.,
commenced, on September 3, 1999, 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. The offer is conditioned upon, among other things, there
being tendered and not withdrawn shares and warrants representing a majority of
the outstanding Lone Star shares on a fully diluted basis. The offer and
withdrawal rights are scheduled to expire at 12:00 midnight, New York City time,
on Friday, October 1, 1999, unless the offer is extended.
Morgan Stanley Dean Witter is acting as the Dealer Manager and Georgeson
Shareholder Communications Inc. is acting as the Information Agent for the
offer.
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.
CONTACTS: For Morgan Stanley Dean Witter
- -------- Gregory Munsell: (212) 761-4747
or
For Georgeson Shareholder Communications Inc.
(212) 440-9800
