<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 11, 1995
Notice is hereby given that the Annual Meeting of Shareholders of Lone Star
Technologies, Inc. ("LST"), a Delaware corporation, will be held on the 11th day
of May, 1995, at 9:00 a.m., local time, in the Collin Room, second floor, The
Westin Galleria Hotel, 13340 Dallas Parkway, Dallas, Texas, for the following
purposes:
(1) To elect 3 members to the Board of Directors of LST; and
(2) To transact any other business as properly may come before the meeting
or any adjournment thereof.
The close of business on March 28, 1995 is the record date for the
determination of shareholders entitled to notice of and to vote at the meeting
or any adjournment thereof. A complete list of the shareholders entitled to
vote at the meeting will be available for examination by any shareholder at the
office of the Secretary of LST, 5501 LBJ Freeway, Suite 1200, Dallas, Texas
75240 (telephone: 214/386-3981) during the ten-day period preceding the meeting.
We hope that you will be represented at the meeting by signing the enclosed
proxy card and returning it in the accompanying envelope as promptly as
possible, whether or not you expect to be present in person. Your vote is
important - as is the vote of every shareholder - and the LST Board of Directors
appreciates the cooperation of shareholders in returning proxies to vote at the
meeting.
By order of the Board of Directors,
James T. Dougherty
Secretary
Dallas, Texas
April 4, 1995
<PAGE>
LONE STAR TECHNOLOGIES, INC.
5501 LBJ Freeway, Suite 1200
P. O. Box 803546
Dallas, Texas 75380-3546
PROXY STATEMENT
SOLICITATION AND REVOCATION OF PROXIES
The enclosed proxy is solicited by and on behalf of the Board of Directors of
LST, for use at the Annual Meeting of Shareholders to be held on May 11, 1995,
or at any adjournment thereof. Any shareholder giving a proxy may revoke it
prior to the voting of the proxy on any matter (without affecting, however, any
vote already cast on any other matters) by:
(a) notifying LST of such revocation in writing prior to or at
the Annual Meeting,
(b) delivering to LST a duly executed proxy relating to the same
shares dated subsequent to the date of the original proxy, or
(c) voting the same shares in person at the Annual Meeting.
The principal executive offices of LST are located at 5501 LBJ Freeway, Suite
1200, Dallas, Texas 75240 (telephone: 214/386-3981). This proxy statement and
the enclosed proxy were mailed to shareholders on or about April 4, 1995.
All shares represented by unrevoked proxies will be voted at the meeting or any
adjournment thereof as specified by the persons giving such proxies. If no
contrary specification is made, the shares represented by proxies will be voted
FOR the election as directors of the nominees named herein.
OUTSTANDING SHARES AND VOTING RIGHTS
As of March 28, 1995, the record date for the determination of shareholders
entitled to vote at the Annual Meeting, there were 20,412,070 outstanding shares
of LST Common Stock. This is the only class of stock of LST outstanding, and
each share of Common Stock is entitled to one vote on all matters properly
coming before the Annual Meeting.
ELECTION OF DIRECTORS
The Certificate of Incorporation and By-Laws of LST provide for a Board of
Directors comprised of three classes of directors, as nearly equal in number as
possible, with each class of directors to be elected for three-year terms. For
that reason the nominees for election to the class of directors whose terms are
to expire at an Annual Meeting are to be elected as directors for a term
expiring at the Annual Meeting of Shareholders held in the third year following
the year of their election. In case any director is appointed by the Board of
Directors between Annual Meetings to serve out the unexpired term of a director
who has resigned, or to fill a vacancy on the Board of Directors created by an
increase in the size of the Board of Directors, the appointed director is to be
elected by the shareholders at the next Annual Meeting following the
appointment, either to complete the unexpired term or to serve a full three-year
term if the unexpired term ends at the next Annual Meeting. Directors are
elected by plurality vote.
At the 1995 Annual Meeting, shareholders will be asked by LST to reelect Messrs.
Blackburn and McCormick and to elect a new nominee, Mr. Thomas M. Mercer, Jr.,
to the Board of Directors. The recent experience of all the nominees is
summarized below. Also, Mr. Mercer, the new nominee, was designated by Alpine
Capital, L.P. and the other shareholders named on page 9 as reporting share
ownership information with Alpine as their choice to be a nominee, when LST
earlier offered them an opportunity to designate a representative to be
nominated to fill a new seat on the Board of Directors at this Annual Meeting.
While LST has no practice of routinely asking
2
<PAGE>
shareholders to recommend nominees, it did afford these shareholders that
opportunity. All nominees standing for election at this Annual Meeting are
standing for election for terms expiring at the 1998 Annual Meeting.
Each proxy solicited hereby which is given prior to the voting at the Annual
Meeting and is not revoked will be voted FOR the election of the nominees named
in the following table for terms of office expiring in 1998 at the Annual
Meeting, unless a contrary specification is made in the proxy. If for any
reason any nominee should become unavailable for election, then, unless a
contrary specification is made in the proxy, votes will be cast pursuant to
authority granted by the proxy for a substitute nominee designated by the Board
of Directors, or, in the absence of a designation by the Board of Directors, for
a substitute nominee designated by any of the persons authorized by the proxy to
vote as proxies. The Board of Directors is not aware that any nominee will be
unwilling or unable to serve.
The following tables set forth, for the nominees for director and for the
directors whose current terms extend beyond the 1995 Annual Meeting, the
principal occupation or employment for each during at least the past five years,
the year in which each joined the Board of Directors, the year in which their
current terms on this Board expire and other business directorships held. The
Board of Directors recommends that shareholders vote FOR the election of the
nominees named in the table.
NOMINEES FOR DIRECTOR
Name (Age) Business Experience and Other Information Year First Elected
- - ----------- ----------------------------------------- ------------------
CHARLES L. BLACKBURN, (67) 1991
Chairman, President and Chief Executive Officer of Maxus Energy
Corporation (oil and gas producer) since 1987; Executive Vice
President, 1986-1987. Director: Landmark Graphics Corp. and Maxus
Energy Corporation. His current term expires in 1995. (1)(2)
JAMES E. MCCORMICK, (67) 1991
Retired in 1992 as President and Chief Operating Officer of Oryx
Energy Company (formerly Sun Exploration and Production Company, oil
and gas exploration and production company) since 1988. Director: BJ
Services Co., Petrolite Corporation, Snyder Oil Corporation, and Texas
Commerce Bank, Dallas. His current term expires in 1995. (1)(2)
THOMAS M. MERCER, JR., (51) -
Owner since 1993 of The Mercer Financial Company (financial advisory
and investment banking services); President of the employee benefits
division of Pre-Paid Legal Services, Inc. during part of 1993 and
1994; Executive Vice President and Managing Director of corporate
banking for First Gibraltar Bank, F.S.B. (federal savings bank) from
1989-1993; and various executive positions with Bank of Boston
(commercial bank) prior to 1989.
CONTINUING DIRECTORS
DEAN P. GUERIN, (73) 1989
Investments since June, 1994. Retired as Chairman and Chief Executive
Officer, Berry Barnett Food Distribution Company, Inc. (wholesale food
distribution company) June, 1990 - August, 1994; retired as Chairman
of the Board of Eppler, Guerin and Turner, Inc. (investment banking
firm) in 1986. Director: Seagull Energy Corporation and Trinity
Industries, Inc. His current term expires in 1996. (1)(2)
JOHN P. HARBIN, (77) 1987
Chairman of the Board, Chief Executive Officer, and President of LST
since May, 1989; retired as Chairman of the Board of Halliburton
Company (oilfield services and engineering/construction) in 1983. His
current term expires in 1996.
3
<PAGE>
FREDERICK B. HEGI, JR., (51) 1985
General Partner, Wingate Partners L.P. (private investments) since
1987; President, Valley View Capital Corporation (private investments)
1982-1987. His current term expires in 1997. (1)(2)
WILLIAM C. MCCORD, (67) 1991
Retired in 1993 as Chairman and Chief Executive Officer of ENSERCH
Corporation (diversified energy, engineering, and construction
company) since 1987; Director: ENSERCH Corporation and Pool Energy
Services Co. His current term expires in 1997. (1)(2)
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
During 1994, there were eight meetings of the Board of Directors and three
meetings of Board committees. All of the directors attended more than 80
percent of the meetings of the Board of Directors and committees of the Board on
which they served.
COMPENSATION OF DIRECTORS. Each director of LST who is not an officer of LST or
any of its subsidiaries receives an annual retainer of $25,000, plus expenses
incurred in connection with attendance at meetings of the Board of Directors or
any Committee of the Board of Directors of which he is a member. In addition to
the annual retainer, each director receives attendance fees of $1,000 for each
meeting of the Board of Directors and $500 for each meeting of a Committee of
the Board on which he serves held on a date other than that of a meeting of the
Board. Each director may elect to receive his retainer and meeting fees in cash
or LST shares, or he may defer receipt under a phantom stock arrangement. Also
in 1994, Mr. Guerin, a director, received $10,000 for additional consulting
services he rendered for LST, plus reimbursement of his expenses incurred in
connection with the performance of those services. Mr. Harbin, an employee of
LST, receives no compensation for serving as a director of LST. Following the
annual meeting this year and following each of the annual meetings every second
year after that, the directors then in office who are not employees of LST or
its subsidiaries each will automatically receive a stock Option for 25,000
shares of Common Stock of LST under the terms of the 1985 Long Term Incentive
Plan of LST (subject to an overall limitation of 750,000 shares that may be
issued for such Options) at the market price on the date the Options are
granted. No stock Options were granted to or exercised by any director in 1994.
EXECUTIVE OFFICERS
All executive officers of LST are elected annually by and serve at the pleasure
of the Board of Directors, or in the case of Mr. Best, at the pleasure of the
Board of Directors of Lone Star Steel Company ("Steel"), a subsidiary of LST,
which he serves as Chief Executive Officer. The following sets forth
information concerning the current executive officers of LST. Information
regarding Mr. Harbin is found above in the Directors' listing.
Name (Age) Business Experience and Other Information
- - ---------- -----------------------------------------
RHYS J. BEST, (48)
President and Chief Executive Officer of Steel since December, 1989;
was Vice President and Treasurer of LST from March, 1989.
JAMES T. DOUGHERTY, (59)
Senior Vice President, General Counsel, and Secretary of LST since
January, 1990. For five years prior to January, 1990, was Vice
President, General Counsel, and Secretary of Allegheny International,
Inc. (diversified holding company).
4
<PAGE>
JUDITH A. MURRELL, (54)
Vice President - Corporate Relations and Treasurer of LST since May,
1992; was Vice President - Corporate Relations since February, 1987.
EMPLOYMENT CONTRACT, TERMINATION OF EMPLOYMENT, AND CHANGE IN CONTROL
TRANSACTIONS. There remain in effect agreements entered into before 1992
implementing a Contingent Severance Policy with Mr. Dougherty and Ms. Murrell,
which provide for a continuation of salary payments for up to one year if
employment is terminated other than for reasons of misconduct (as defined)
within two years after LST is acquired, is liquidated, or a majority of its
assets are transferred, and Mr. Dougherty is to receive the same severance if
his employment is terminated within 6 months before and two years after the next
Chief Executive Officer of LST is appointed or the position becomes unfilled.
Mr. Best has since before 1992 participated in Steel's Retention Plan which
provides salary protection of up to one year's salary for loss of employment
within two years of the bankruptcy or change of control of Steel.
In 1989, John P. Harbin entered into an agreement under which he agreed to act
as LST's Chairman of the Board, Chief Executive Officer, and President for an
indefinite period until he resigns, is removed, or a successor is elected.
Pursuant to that agreement, Mr. Harbin currently receives $29,167 per month for
his services.
Under the 1985 Long Term Incentive Plan, which is LST's stock Option plan, stock
Options granted by LST are not fully exercisable until four years after grant,
unless a change of control of LST occurs (as defined in that plan), upon the
happening of which all outstanding Options previously granted become fully
exercisable without regard to the period of time elapsed since the date of
grant.
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows beneficial ownership of shares of Common Stock of LST
by each director and executive officer of LST at March 1, 1995.
Name of Director,
Executive Officer or Group Number of Shares(1) Percent of Class(2)
- - -------------------------- ------------------- -------------------
Charles L. Blackburn 25,000 .12
Dean P. Guerin 35,961 .17
John P. Harbin 77,500 .37
Frederick B. Hegi, Jr. 34,115 .17
William C. McCord 20,750 .10
James E. McCormick 19,750 .10
Thomas M. Mercer, Jr. - -
Rhys J. Best 51,918 .25
James T. Dougherty 7,500 .04
Judith A. Murrell 30,842 .15
All directors and
executive officers as a group (9) 303,336 1.47
(1) Includes (a) 62,500 shares for Mr. Harbin; 31,250 shares each for
Messrs. Guerin and Hegi; 25,000 shares for Mr. Blackburn; 18,750
shares each for Messrs. McCord and McCormick; 36,250 shares for Mr.
Best; 7,500 shares for Mr. Dougherty; and 28,050 shares for Ms.
Murrell which may be acquired within 60 days of March 1, 1995,
pursuant to options granted by LST under its 1985 Long Term Incentive
Plan and (b) 3,711 shares issuable to Mr. Guerin upon conversion of
LST convertible debentures he holds.
(2) Percentages are calculated on 20,675,081 shares, the number that would
be outstanding if the stock options and convertible debentures
described in the prior footnote were exercised and converted.
5
<PAGE>
Additional share ownership information regarding principal shareholders of LST
who are neither executive officers nor directors is shown in the table on page 9
of this proxy statement, to which the reader is referred.
EXECUTIVE COMPENSATION
The following sets forth the compensation of the current executive officers of
LST for the last three completed fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Comp Awards
Options (# of shares All Other
Name and Principal Position Year Salary($) Bonus($) of LST Common Stock) Compensation($)
- - --------------------------- ---- --------- -------- ---------------------- ---------------
<S> <C> <C> <C> <C> <C>
John P. Harbin 1994 350,000 - - -
Chairman of the Board, 1993 350,000 350,000 50,000 36,833
Chief Executive Officer, 1992 350,000 75,000 - 37,000
& President, LST
James T. Dougherty 1994 200,000 - - 4,500
Senior Vice President, 1993 200,000 - 10,000 4,497
General Counsel & Secretary, LST 1992 200,000 10,000 5,000 4,364
Judith A. Murrell 1994 125,000 - - 3,830
Vice President -
Corporate Relations 1993 125,000 - 10,000 3,900
& Treasurer, LST 1992 110,800 10,000 5,000 3,535
Rhys J. Best 1994 250,000 20,000 - 4,500
President & Chief Executive
Officer 1993 250,000 - 20,000 3,821
Steel 1992 250,000 - 25,000 4,364
</TABLE>
All other compensation listed in the last column for each individual represents
company contributions to 401(k) Plans for Messrs. Dougherty and Best and Ms.
Murrell, and the director's fees paid to Mr. Harbin by American Federal Bank,
F.S.B. when it was a wholly owned subsidiary of LST prior to its sale in
November, 1993.
OPTIONS
Each Option granted under the 1985 Long Term Incentive Plan has an exercise
price equal to fair market value on date of grant, has a ten-year term, and is
exercisable as follows: 25 percent on and after the first anniversary of the
grant, and 25 percent more on and after each of the next three anniversaries.
No Options were granted to executive officers in 1994.
The following table reflects unexercised Options held at the end of 1994 by the
executive officers.
AGGREGATED OPTION EXERCISES IN 1994
AND 12/31/94 OPTION VALUES
<TABLE>
<CAPTION>
Number of Shares
of Common Stock
Underlying Value of
Unexercised In-The-Money
Shares Options at 12/31/94 Options at 12/31/94
Acquired on Value Exercisable/ Exercisable/
Name Exercise Realized($) Unexercisable(#) Unexercisable($)
- - ---- -------- ----------- ---------------- ----------------
<S> <C> <C> <C> <C>
John P. Harbin - - 50,000/37,500 177,733/37,500
James T. Dougherty 3,750 14,297 3,750/10,000 7,422/17,344
Judith A. Murrell - - 24,300/10,000 13,150/17,344
Rhys J. Best - - 25,000/27,500 54,219/64,219
</TABLE>
No Options were repriced in 1994.
6
<PAGE>
COMPENSATION COMMITTEE REPORT
In 1994, LST was engaged in business as a manufacturer and supplier of oilfield
and other industrial metal products through Steel, which is LST's principal
operating company. Steel conducts business throughout the world. Management
was faced continually with many challenges. It is believed that in order to be
successful, the compensation programs made available for executive officers and
key employees must be geared to attract and retain high quality personnel by
providing reward for exemplary individual performance and to foster enhancement
of shareholder value. To reach these objectives, LST's executive compensation
programs consist of two principal elements: salary and bonus opportunity and a
longer term incentive program.
Bonus awards to LST's executive officers are made by the Compensation Committee
on a discretionary basis each year, and bonus awards for managers of Steel are
subject to review and approval by the Compensation Committee annually.
Longer term incentive is provided through stock Options granted for LST Common
Stock. The compensation that may be realized through Options, which are priced
at market value on the date of Option grant, is tied directly to the future,
increased value of LST's Common Stock. Full realization of this incentive
income also is dependent upon continued employment, because the right to
exercise an Option, other than in event of a change of control of LST, vests in
stages over a four-year period following grant.
ANNUAL COMPENSATION
It is the Compensation Committee's practice to review and approve salaries,
including salary increases, for executive officers and bonus awards annually.
The Committee receives reports of recommended salary actions, including
increases, for the other executive officers from the chief executive officer of
LST. The Committee reviews these recommendations, may request additional
information and analysis, and ultimately determines in its discretion whether to
approve, recommend changes, or disapprove salary actions. These determinations,
which do not include the chief executive officer's salary, are made by the
Committee based on their own analysis and judgment and the recommendation of the
chief executive officer.
Salary actions for the chief executive officer of LST are separately considered
by the Compensation Committee. The chief executive officer's salary has not
been changed since 1990. The Compensation Committee would consider the
diversity of businesses in which LST engages, including the highly competitive
oil and gas industry. His salary reflects these factors, the experience he
brings to the position, and the Committee's judgment about his contributions to
the performance of LST and Steel.
In 1994, no salary changes from the previous year took place for any executive
officers.
Annual bonus awards are evaluated by the Committee after the end of each fiscal
year. As discussed below, the Committee's decisions on bonuses are largely
subjective and do not entail precise assigning of relative weight to any
particular factor. The individual annual salaries and bonuses in 1994 of all
the executive officers, including the chief executive officer, are shown in a
table included with this material.(1)
(1) See Summary Compensation Table elsewhere in this proxy material.
7
<PAGE>
LONG TERM COMPENSATION - STOCK OPTIONS
Long term incentive compensation, rather than reflecting a single year's
results, is intended to focus on and reward performance over longer term
operations. It has been LST's practice to structure this long term incentive
compensation in the form of stock Options for its Common Stock. These Options
are priced at the market price on the date of grant and become exercisable in
increments of 25 percent of the shares granted on and after each yearly
anniversary date following the date of grant, so that an entire Option grant is
not fully exercisable for four years. In this way the reward requires continued
performance by the executive and metes out the ability to take advantage fully
over four years, thus retaining a continuing incentive to achieve results
beneficial to shareholders in terms of higher stock values. In addition,
Options do become exercisable sooner, in the limited event that a change of
control of LST occurs, and do include provision for termination if employment
ceases.
The Options are granted under the 1985 Long Term Incentive Plan of LST. The
Compensation Committee administers the 1985 Long Term Incentive Plan and is
responsible for awarding stock Options.
Options, when granted to executive officers, are based on the judgment of the
Compensation Committee and include its evaluation of the individual's
performance currently and relative to the future needs of LST and its operating
units and the chief executive officer's recommendations. The size of awards is
based in part on historical practices and the Committee's subjective evaluation,
as discussed below, of the awards. The Committee evaluates the LST chief
executive officer's stock Option awards on a similar basis.
Unless LST achieves quality performance that produces increased Common Stock
values over a several year period, the Option grants, which are not fully
exercisable absent a change of control of LST for four years, will not reward
the recipients. Should the recipients achieve return, the shareholders also
will experience equivalent improvement in their values over the same period.
Thus this incentive is consistent with all shareholders' interests.
In 1994, no Options were granted to any of the executive officers of LST.
* * * * *
The decisions the Committee makes in approving salaries and bonuses and granting
Options to executive officers (all shown in the Summary Compensation Table), are
made subjectively by the Committee members using their judgment and reflect
their evaluation of individual performance. To assist in making those decisions
the Committee members are exposed to the executive officers regularly at Board
meetings, receive operating information frequently throughout the year about the
business, and are given the chief executive officer's recommendations regarding
compensation for other executive officers.
It should be understood that the Committee decisions are not based on a
formulistic approach assigning quantitative relative weight of various factors
or mathematical comparisons with specific competitors or competitor groups, or
other mathematical formulae. All decisions are made with the objective of
retaining and compensating those officers who have demonstrated to the
satisfaction of the Committee the capacity to contribute to the financial and
competitive performance of LST, thereby furthering the main objective of the
compensation program -- increasing shareholder value.
8
<PAGE>
Under current law there is a limitation of $1 million on the deductibility for
federal income tax purposes of the annual executive compensation paid to any one
individual. LST's compensation levels are well below the limit, however, LST
intends to determine the steps to take in the future before the issue of
nondeductibility might affect it.
The foregoing reflects the 1994 report of the Compensation Committee relative to
compensation matters.
Compensation Committee
----------------------
Dean P. Guerin, Chairman
Charles L. Blackburn
Frederick B. Hegi, Jr.
William C. McCord
James E. McCormick
PERFORMANCE CHART
The following graph compares the yearly percentage change for five years in the
cumulative total returns on LST's Common Stock, the S&P 500 Composite Stock
Index, and the S&P Oil Well Equipment & Services Index. The value of each
investment was equal to $100 on January 1, 1990:
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Lone Star Technologies, Inc. 100 62.2 81.1 86.5 170.3 154.1
S&P 500 Stock Index 100 90.8 116.0 121.0 129.4 127.6
S&P Oil Equipment Group 100 107.6 100.4 95.2 105.6 93.6
</TABLE>
PRINCIPAL SHAREHOLDERS
The following table sets forth as of March 1, 1995, the number of shares of LST
Common Stock beneficially owned by each person known by LST to own more than 5
percent of its outstanding Common Stock. Except where otherwise noted,
percentages are based on 20,412,070 shares of Common Stock of LST which were
issued and outstanding on that date. The information below and elsewhere in the
proxy statement reporting share ownership of LST is believed to be current based
upon information made available to LST prior to the date of this proxy
statement.
Name and Address Amount of Percent of Outstanding
of Beneficial Holder Beneficial Ownership(1) Common Stock
- - -------------------- ----------------------- ------------------
Alpine Capital, L.P. 4,491,272 (2) 22.0
201 Main Street, Suite 3100
Fort Worth, TX 76102
Sasco Capital, Inc. 2,061,800 (3) 10.1
Ten Sasco Hill Road
Fairfield, CT 06430
(1) In each case, the persons listed report to have sole voting and
dispositive power over their share ownership except for 1,019,200 over
which Sasco Capital, Inc. does not have voting power.
(2) Schedules 13D, reporting these shares were acquired for investment
purposes, were filed with the Securities and Exchange Commission under
the Securities Exchange Act of 1934 jointly by the named shareholder,
Robert W. Bruce, III, Algenpar, Inc., J. Taylor Crandall, The Anne T.
and Robert M. Bass Foundation, Anne T. Bass, and Robert M. Bass. An
additional 230,628 shares of Common Stock are reported in the filing
as beneficially owned by the Foundation, and the filing states that
Mr. Crandall and Mr. Bruce may be deemed beneficial owners of the
Foundation's shares and, along with Algenpar, Inc., also may be deemed
beneficial owners of Alpine Capital, L.P.'s shares, which together
total 4,721,900 and represent approximately 23.1 percent of the
outstanding Common Stock.
(3) A Schedule 13G filed by Sasco Capital, Inc. with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, states
that these shares were acquired in the ordinary course of business and
not for the purpose or the effect of changing or influencing the
control of LST.
9
<PAGE>
OTHER MATTERS
The Annual Meeting has been called for the purposes set forth in the Notice of
Annual Meeting to which this proxy statement is appended. It is not anticipated
that matters other than the election of Directors as described in the Notice
will be brought before the meeting for action. If any other matters do properly
come before the meeting, it is intended that votes thereon will be cast for all
shares represented by unrevoked proxies solicited hereby which are received
prior to the voting thereon in accordance with the best judgment of any of the
persons authorized to vote as proxies.
ACCOUNTANTS
On the recommendation of its Audit Committee, the Board of Directors has
reappointed Arthur Andersen LLP as independent public accountants of LST and its
subsidiaries for the fiscal year ending December 31, 1995. Arthur Andersen LLP
served as independent public accountants for LST for the preceding year and has
no financial interest in or connection with LST or its subsidiaries except in
the capacity of independent accountants. A representative of Arthur Andersen
LLP will attend the Annual Meeting, will have an opportunity to make a statement
on behalf of Arthur Andersen LLP, and will be available to respond to
appropriate questions.
COST AND METHOD OF PROXY SOLICITATION
The cost of this proxy solicitation will be paid by LST. In addition, LST will
reimburse brokers and other custodians, nominees, and fiduciaries for their
expenses in sending proxies and proxy materials to their principals. Officers
and other regular employees of LST and, if necessary, its subsidiaries may
request by telephone, telegram, or in person the return of proxies. Those
officers and other regular employees of LST or subsidiaries will not receive
additional compensation in connection with any solicitation of proxies.
ANNUAL REPORT AND FORM 10-K
The Annual Report of LST on Form 10-K for the fiscal year ended December 31,
1994, (without exhibits) has been mailed to shareholders of record as of March
28, 1995. A copy of that Report has been filed with the Securities and Exchange
Commission and will be furnished (without exhibits) without charge to
shareholders upon written request to Lone Star Technologies, Inc., P. O. Box
803546, Dallas, Texas 75380-3546, ATTN: Corporate Relations.
SHAREHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Shareholder proposals for consideration at the 1996 Annual Meeting of
Shareholders must be received no later than December 8, 1995, at LST's principal
executive office, 5501 LBJ Freeway, Suite 1200, Dallas, Texas 75240, directed to
the attention of the Secretary.
10
<PAGE>
LONE STAR TECHNOLOGIES, INC. 5501 LBJ Freeway, Suite 1200, Dallas, Texas 75240
Annual Meeting May 11, 1995
The undersigned, having received the notice and accompanying Proxy Statement for
said meeting, hereby appoints as Proxies John P. Harbin, James T. Dougherty, and
Judith A. Murrell, or any one of them, with power of substitution in each, to
vote at the annual meeting or any adjournments thereof all the shares of Lone
Star Technologies, Inc. which the undersigned may be entitled to vote. The
above Proxies are, and each of them is, hereby instructed to vote as shown on
the reverse side of this card.
This proxy must be dated and
signed EXACTLY as shown hereon.
Dated:____________________, 1995
___________________________________________
___________________________________________
Executors, administrators, trustees,
etc., should give full title as such.
If a corporation, please sign full corporate
name as duly authorized officer.
<PAGE>
LONE STAR TECHNOLOGIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This proxy, when properly executed, will be voted in the manner directed by the
undersigned shareholder. If no direction is made below as to the nominees for
election, this proxy will be voted FOR the nominees named.
1. Election of Directors - Nominees are: CHARLES L. BLACKBURN, for a term
expiring in 1998; JAMES E. McCORMICK, for a term expiring in 1998; and THOMAS M.
MERCER, JR., for a term expiring in 1998.
MARK ONE BOX ONLY:
/ / FOR ALL Nominees listed.
/ / FOR ALL Nominees listed EXCEPT the following________________________.
/ / WITHHOLD Authority to Vote for ALL Nominees.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES LISTED.
2. In their discretion, upon other business as may properly come before the
meeting or any adjournments thereof.
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
