<PAGE>
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Lone Star Technologies, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
542312103
(CUSIP Number)
Robert T. Marto
President and
Chief Executive Officer
White River Corporation
777 Westchester Avenue, Suite 201
White Plains, New York 10604
(914) 251-0237
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 22, 1993
(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 .
Check the following box if a fee is being paid with this statement X .
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the
class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such
class. (See Rule 13d-7.)
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.
<PAGE>
CUSIP NO. 542312103
(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
White River Corporation
93- 1011071
(2) Check the Appropriate Box if a Member (a) _____________
of a Group (See Instructions)
______________________________ __(b)____ ____ _____
(3) (SEC Use Only)
(4) Source of Funds (See Instructions) AF (See Item 2)
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Delaware
Number of Shares (7)Sole Voting Power
Beneficially Owned 2,318,241
by Each Reporting (8)Shared Voting Power
Person With
(9)Sole Dispositive Power
2,318,241
(10) Shared Dispositive Power
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,318,241 Common Shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
(13) Percent of Class Represented by Amount in Row (11)
Approximately 9.9%
(14) Type of Reporting Person (See Instructions) HC, CO
<PAGE>
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to 800,000 Shares of Cumulative
Preferred Stock, Series A ("Preferred Shares") which is convertible into
Common Stock, par value $1.00 per share ("Shares") of Lone Star Technologies,
Inc. ("LST"), a Delaware corporation. The address of the principal executive
office of LST is 5501 LBJ Freeway, Suite 1200, P.O. Box 803546, Dallas, Texas
75380-3546.
Item 2. Identity and Background.
(a), (b), (c), and (f). This statement on Schedule 13D is filed by
White River Corporation ("WRC"), a Delaware corporation listed on The NASDAQ
Stock Market (symbol WHRC).
WRC is a holding company which owns a portfolio of securities and White
River Enterprises, Inc. ("WRE"). WRE is a holding company incorporated in
Delaware which also provides administrative services to its wholly-owned
subsidiary, Hanover Advisors, Inc. ("Hanover"), a registered investment
adviser incorporated in Delaware. The address of the principal business
office of WRC, WRE and Hanover is 777 Westchester Avenue, Suite 201, White
Plains, New York 10604.
Prior to 12/22/93, WRC was a wholly-owned subsidiary of Fund American
Enterprises Holdings, Inc. ("FAEH"). WRC purchased the Shares from FAEH on
9/24/93 as part of the initial capitalization of WRC. On 12/22/93, FAEH
distributed approximately 75% of WRC Common Stock to FAEH's shareholders as a
dividend. As WRC is no longer a FAEH subsidiary, it must file a separate
Schedule 13D reflecting its ownership of Shares of LST.
The name, business address, present principal occupation or employment
(and the name, principal business and address of any corporation or other
organization in which such employment is conducted) and citizenship of each
director and executive officer of WRC is set forth on Schedule I, attached
hereto and incorporated herein by reference.
(d) and (e). Neither WRC and, to the best knowledge of WRC, any of the
persons listed on Schedule I, attached hereto, during the last five years has
been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors) or 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 or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As described in Item 2, WRC purchased the Shares from FAEH on 9/24/93 as
part of WRC's initial capitalization. Such transaction was in anticipation of
WRC being distributed to FAEH shareholders as a stand-alone public company.
Item 4. Purpose of Transaction
WRC is holding the Shares for investment purposes and has no present
plans or proposals which relate to, or would result in, any of the actions
described in Item 4(a) through 4(j).
Item 5. Interest in Securities of the Issuer.
(a) WRC owns all 800,000 Preferred Shares
directly. Assuming Conversion of all 800,000 Preferred Shares into Shares,
the aggregate number of Shares and the corresponding percentage of the
outstanding Shares owned by the indicated persons names in Item 2 is as
follows:
<TABLE>
<CAPTION>
Percentage of
Shares Shares
Beneficially Beneficially
Person Owned Owned
<S> <C> <C>
WRC 2,318,241 9.9%
</TABLE>
(b) WRC has sole voting power and dispositive power with respect
to 2,318,241 Shares.
(c) None.
(d) None.
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 or to the best
knowledge of WRC, between any of the persons named in Item 2 and any other
persons with respect to Shares of LST.
Item 7. Material to be Filed as Exhibits.
None.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: January 3, 1994
WHITE RIVER CORPORATION
BY:
ROBERT T. MARTO
Name: Robert T. Marto
Title: President and
Chief Executive Officer
<PAGE>
SCHEDULE I TO SCHEDULE 13D
Following is a list of the directors and executive officers of White
River Corporation (or "WRC") setting forth the business address and present
principal occupation or employment (and the name, principal business and
address of any corporation or organization in which such employment is
conducted) of each such person. Each such person is a citizen of the United
States of America.
<TABLE>
<CAPTION>
Name and Principal Occupation
Business Address WRC Office or Present
Employment
<S> <C> <C>
Gordon S. Macklin Chairman of the Corporate Financial
8212 Burning Tree Road Board Advisor
Bethesda, MD 20817
Andrew Delaney Director Retired
2727 Allen Pkwy #460
Houston, TX 77019
Robert T. Marto President, President,
777 Westchester Avenue Chief Executive Chief Executive
Suite 201 Officer and Director Officer and Director
White Plains, N.Y.10604 of White River
Corporation
Craig A. MacLeod Vice President Vice President of
777 Westchester Ave. White River Corporation
Suite 201
White Plains, N.Y.10604
George U. Wyper Vice President and Vice President and
777 Westchester Avenue Chief Investment Chief Investment
Suite 201 Officer Officer of White
White Plains, N.Y.10604 River Corporation
John P. Corrigan Vice President, Vice President,
777 Westchester Avenue Corporate Secretary, Corporate Secretary,
Suite 201 and Tax Counsel and Tax Counsel of
White Plains, N.Y. 10604 White River Corporation
Brian P. Zwarych Vice President and Vice President and
777 Westchester Avenue Chief Financial Chief Financial Officer of
Suite 201 Officer White River Corporation
White Plains, N.Y. 10604
Leonard L. Ciarrocchi Vice President and Vice President and
777 Westchester Avenue Treasurer Treasurer of White
Suite 201 River Corporation
White Plains, N.Y. 10604
</TABLE>
<PAGE>
LONE STAR TECHNOLOGIES, INC.
5501 LBJ Freeway, Suite 1200
P.O. Box 803546
Dallas, Texas 75380-3546
February 1, 1994
White River Corporation
777 Westchester Avenue, Suite 201
White Plains, New York 10604
Attn: Robert T. Marto
President & Chief Executive Officer
Gentlemen:
This letter constitutes an agreement (the "Agreement") between Lone Star
Technologies, Inc. ("LST") and White River Corporation ("Seller") pursuant to
which LST will purchase from Seller, in accordance with the terms of this
Agreement, the 800,000 shares of Cumulative Preferred Stock, Series A ($1.00
par) (the "Stock") owned by Seller and originally issued by LST under the
Purchase Agreement dated September 8, 1988 (the "Purchase Agreement"). More
specifically, LST and Seller do hereby agree as follows:
1. Sale and Purchase. Subject to the terms of this Agreement, on
February 14, 1994 or such other date as LST and Seller may mutually agree (the
"Closing Date"), LST will purchase from Seller, and Seller will sell to LST,
the Stock for a purchase price of $40,000,000 and LST also will pay $1,360,844
in full for all dividends (including accrued and unpaid dividends) on the
Stock (in aggregate, the "Purchase Price"). On the Closing Date Seller, in
order to transfer the Stock, will deliver to LST in Dallas, Texas the stock
certificate evidencing the Stock, together with a duly executed stock power
transferring the Stock to LST with all signatures guaranteed by a national
bank or a member of the New York Stock Exchange. On the Closing Date LST will
transfer the Purchase Price to Seller by wire transfer to account #899-20612
with US Trust/NYC/Trust, ABA No. 021001318, f/b/o White River Corporation,
(Attention: Craig Werder, 212-598-2979).
2. Representations of LST. LST represents and warrants to Seller
that:
(a) Corporate Organization. LST is a corporation duly
organized, validly existing and in good standing under the laws of
the State of Delaware.
(b) Authority Relative to this Agreement. LST has full
power and authority to execute, deliver and perform this Agreement
and to consummate the transactions contemplated hereby. A true
and correct copy of resolutions of LST, certified by one of its
executive officers, authorizing the transactions contemplated by
this Agreement and reflecting the authority for those transactions
as referred to in the following sentence will be delivered to
Seller on the Closing Date. The execution, delivery and
performance by LST of this Agreement, and the consummation by it
of the transactions contemplated hereby, have been duly authorized
by all necessary corporate action of LST. This Agreement has been
duly executed and delivered by LST and constitutes a valid and
legally binding obligation of LST enforceable against LST in
accordance with its terms.
(c) Noncontravention. The execution, delivery and
performance by LST of this Agreement and the consummation by it of
the transactions contemplated hereby do not and will not (i)
conflict with or result in a violation of any provision of the
charter or bylaws of LST or (ii) conflict with or result in a
violation of any provision of, or constitute a default under, any
bond, debenture, note, mortgage, indenture, lease, contract or
other instrument to which LST is a party or by which LST or any of
its properties may be bound or (iii) conflict with or violate any
law including without limitation, the Delaware General Corporation
Law and applicable fraudulent conveyance or transfer laws.
(d) Brokerage Fees. Neither LST nor any of its affiliates
has retained any financial advisor, broker, agent or finder or
paid or agreed to pay any financial advisor, broker, agent or
finder on account of this Agreement or any transaction
contemplated hereby.
3. Representations of Seller. Seller represents and warrants to LST
that:
(a) Corporate Organization. Seller is a corporation duly
organized, validly existing and in good standing under the laws of
the State of Delaware.
(b) Authority Relative to this Agreement. Seller has full
corporate power and corporate authority to execute, deliver and
perform this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance by
Seller of this Agreement, and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all
necessary corporate action of Seller, and a written legal opinion
of John P. Corrigan, counsel for Seller, to the same effect as the
foregoing provisions of this and the prior sentence of this
paragraph 3(b) shall be delivered to LST on the Closing Date.
This Agreement has been duly executed and delivered by Seller and
it constitutes a valid and legally binding obligation of Seller
enforceable against Seller in accordance with its terms.
(c) Noncontravention. The execution, delivery and
performance by Seller of this Agreement and the consummation by it
of the transactions contemplated hereby do not and will not (i)
conflict with or result in a violation of any provision of the
charter or bylaws of Seller, (ii) conflict with or result in a
violation of any provision of, or constitute a default under, any
bond, debenture, note, mortgage, indenture, lease, contract or
other instrument to which Seller is a party or by which Seller or
any of its properties may be bound, (iii) create any lien, pledge,
option, restriction or other encumbrance of any nature whatsoever
on or with respect to the Stock, or (iv) conflict with or violate
any law including, without limitation, the Delaware General
Corporation Law and applicable fraudulent conveyance or transfer
laws.
(d) Stock. Seller has, and upon consummation of the
transaction contemplated by this Agreement LST will receive, all
right, title and interest to the Stock free and clear of any lien,
pledge, restriction, stock transfer restriction agreement, voting
trust, voting agreement or other encumbrance of any nature
whatsoever. All rights with respect to the Stock, its dividends
(whether accumulated or not), redemption and otherwise with
respect to the Stock are owned and possessed by Seller, whether
under the Purchase Agreement, the Certificate of Designations (as
hereinafter defined), the Certificate of Incorporation of LST or
otherwise and will be transferred to LST or terminated, waived and
released by Seller upon the closing. None of the Stock to be
acquired hereunder by LST has ever been transferred to another
owner by any owner thereof, including by Seller and any other
owner, except as provided by Section 10.3 of the Purchase
Agreement to an "Affiliate" of "Purchaser" (as those quoted terms
are defined in the Purchase Agreement).
(e) Brokerage Fees. Neither Seller nor any of its
affiliates has retained any financial advisor, broker, agent or
finder or paid or agreed to pay any financial advisor, broker,
agent or finder on account of this Agreement or any transaction
contemplated hereby.
4. Conditions Precedent. The respective obligations of LST and
Seller to consummate the transactions contemplated by this Agreement are
expressly conditioned upon (i) the contemporaneous purchase by LST of 200,000
shares of Series A Preferred Stock from Fireman's Fund Retirement Plan on
terms substantially identical (other than dollar amounts and numbers of shares
and other differences not material to the transactions contemplated hereunder)
to those set forth in this Agreement and (ii) to the accuracy, as though made
at the closing on the Closing Date, of the other party's representations and
warranties under paragraph 2 or 3 hereof.
5. Mutual Waiver of Time Periods. LST and Seller each waives any and
all provisions set forth in the Purchase Agreement, the Certificate of
Designations and Certificate of Incorporation of LST, both as amended through
the date hereof, and LST's By-Laws as in effect at the date hereof and any
waivable provisions of Delaware law necessary to be waived to accomplish the
transactions contemplated hereby with respect to the establishment of a record
date, all time periods, the determination of a dividend record date, payment
date or otherwise in any way relating to LST's purchase of the Stock from or
payment of dividends to Seller under this Agreement.
6. Termination of Purchase Agreement, Etc. Upon the consummation at
the closing of the transaction contemplated by this Agreement, (i) the
Purchase Agreement will be deemed terminated and neither LST nor Seller will
have any rights or obligations of any nature whatsoever thereunder and (ii)
Seller will not have any rights or obligations of any nature whatsoever under
the Certificate of Designations. Any and all rights and obligations of Seller
or of LST, and any resulting liabilities of either of them, which have arisen
or arise on or after the date hereof, in any manner relating to the Stock
Seller owns (other than the rights and obligations of Seller or of LST and any
resulting liabilities of either of them under or which arise by reason of this
Agreement) will terminate and, by these presents, be waived and released in
all respects at closing, and Seller recognizes that the Purchase Price is
being paid by LST to Seller in full settlement of any and all amounts due
Seller at any time under the Purchase Agreement or the Certificate of
Designations or otherwise with respect to the Stock. For purposes of this
Agreement the "Certificate of Designations" means the certificate filed by LST
with the Secretary of State of Delaware entitled "Certificate of the Powers,
Designations, Preferences and Relative, Participating, Optional or other
Special Rights, and the Qualifications, Limitations or Restrictions Thereof,
Which Have Not Been Set Forth in the Certificate of Incorporation or in Any
Amendment Thereto" of the Series A Preferred Stock.
7. Litigation Costs, Indemnification. The party hereto that is not
the prevailing party will pay and indemnify the party hereto that is the
prevailing party for all reasonable expenses, including attorneys fees,
incurred or paid by such prevailing party in any lawsuit or other dispute
resolution process that may be agreed upon by the parties hereto which is
initiated by one party hereto against the other party hereto to enforce or as
a result of an alleged breach of any of the terms of this Agreement.
8. Notices. Any notice required or permitted by this Agreement will
be deemed sufficient if hand delivered or if sent by postage paid certified
mail, return receipt requested, and if addressed to the other party at the
address set forth above. Any such notice so given will be deemed given when
hand delivered or mailed, as the case may be.
9. Applicable Law. This Agreement will be governed by, and construed
in accordance with, the laws of the State of New York.
10. Binding Effect; No Assignment. This Agreement will be binding
upon and will inure to the benefit of LST and Seller and their respective
successors and assigns. Neither party may assign this Agreement without the
prior written consent of the other party. The provisions of this Agreement
will survive the closing of this Agreement and not be merged therein.
11. Further Assurances. LST and Seller will each (i) execute and
deliver such other and further documents and instruments as the other party
may reasonably request to effect the purchase of the Stock or otherwise to
accomplish the purposes of this Agreement and (ii) provide the other party
with such documents and information regarding the transaction contemplated by
this Agreement that such other party may reasonably request.
____________
If this Agreement correctly sets forth the understanding between LST and
Seller, please so indicate by signing below in the space provided.
LONE STAR TECHNOLOGIES, INC.
By: JOHN P. HARBIN
John P. Harbin,
Chairman of the Board and
ChiefExecutive Officer
ACCEPTED AND AGREED:
WHITE RIVER CORPORATION
By: ROBERT T. MARTO
Robert T. Marto, President
and Chief Executive Officer
46911.A
