<PAGE>
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
COMMISSION FILE NUMBER 0-14404
LONE STAR TECHNOLOGIES, INC.
(A DELAWARE CORPORATION)
5501 LBJ FREEWAY, SUITE 1200
DALLAS, TEXAS 75240
972/386-3981
I.R.S. EMPLOYER IDENTIFICATION NUMBER: 75-2085454
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Name of each exchange
Title of each class on which registered
- ------------------- -------------------
Common Stock, par value $1.00 Nasdaq
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes X . No .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of January 31, 1997, the number of shares of common stock outstanding was
20,720,561. The aggregate market value of common stock (based upon the closing
price on the Nasdaq Stock Market on that date) held by nonaffiliates of the
registrant was approximately $403 million.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of registrant's Proxy Statement for its 1997 Annual Meeting of
Shareholders are incorporated by reference into Part III hereof.
Amendment:
The Registrant hereby amends its Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 by adding the signature of the independent public
accountants to the report on page 18 and repeating the index to exhibits on the
pages immediately following the signature page (page 38) so that index will
immediately precede the filed exhibits.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of Lone Star Technologies, Inc.
(LST):
We have audited the accompanying consolidated balance sheets of LST (a Delaware
corporation) and subsidiaries as of December 31, 1996 and 1995, and the related
consolidated statements of earnings, shareholders' equity, and cash flows for
the three years ended December 31, 1996. These financial statements and the
schedule referred to below are the responsibility of LST's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of LST and
subsidiaries as of December 31, 1996 and 1995, and the results of their
operations and their cash flows for the three years ended December 31, 1996, in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The schedule listed in the
index to consolidated financial statements is presented for the purpose of
complying with the Securities and Exchange Commission's rules and is not a part
of the basic consolidated financial statements. This schedule has been
subjected to the auditing procedures applied in our audits of the basic
consolidated financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic consolidated financial statements taken as a whole.
/s/ Arthur Andersen LLP
Dallas, Texas,
January 23, 1997
18
<PAGE>
Index to Exhibits
DESCRIPTION
3.1 Certificate of Incorporation of Registrant (incorporated by reference to
Exhibit 3(a) to Form S-4 Registration Statement of LST as filed on April
4, 1986, File No. 33-4581); Certificate of Amendment to Certificate of
Incorporation dated September 30, 1986 (incorporated by reference to
Exhibit 3(b) of Form 10-K of LST as filed on April 7, 1989).
3.2 Agreement and Plan of Merger dated March 6, 1986, among Steel, a Texas
corporation, LST, a Delaware corporation, and Lone Star Steel Company
Merging Corporation, a Delaware corporation (incorporated by reference
to Exhibit II to Form S-4 Registration Statement of LST as filed on
April 4, 1986, File No. 33-4581).
3.3 By-Laws as adopted March 6, 1986, as amended effective September 30,
1986 (incorporated by reference to Exhibit 3(d) of Form 10-K of LST as
filed on April 7, 1989).
4.1 Statement of Resolution establishing Cumulative Preferred Stock, Series
A (par value $1 per share), dated September 9, 1988 (incorporated by
reference to Exhibit 3-C- of Form 10-K of LST as filed on April 7,
1989).
4.2 LST Indenture with Bankers Trust Company, Trustee, with respect to
$50,000,000 8% Convertible Subordinated Debentures Due 2002 (Eurobonds),
dated August 26, 1987 (incorporated by reference to Exhibit 4-C- of Form
10-K of LST as filed on April 7, 1989).
10.1 Amended 1985 Long-Term Incentive Plan (incorporated by reference to
Exhibit A of Proxy Statement of LST as filed on October 22, 1993).*
10.2 LST Corporate Improvement Incentive Program adopted October 9, 1990
(incorporated by reference to Exhibit 10(s) to Form 10-K as filed on
March 15, 1991).*
10.3 Contingent Severance Policy agreement dated October 23, 1989, between
LST and Rhys J. Best, Vice President and Treasurer (incorporated by
reference to Exhibit 10.3 to Form 10-K as filed on February 27, 1995).*
10.4 Financing Agreement dated March 2, 1993, between The CIT Group/Business
Credit, Inc. and Steel (incorporated by reference to Exhibit 10(af) to
Form 10-K as filed on March 15, 1993); Amendment agreement dated
February 14, 1994 (related to Financing Agreement dated March 2, 1993).
10.5 Amendment Agreement dated February 14, 1994, related to Financing
Agreement dated March 2, 1993, between The CIT Group/Business Credit,
Inc. and Steel (incorporated by reference to Exhibit 10.9 to Form 10-K
as filed on March 28, 1996).
10.6 Amendment Agreement dated September 25, 1995, related to Financing
Agreement dated March 2, 1993, between The CIT Group/Business Credit,
Inc. and Steel (incorporated by reference to Exhibit 10.10 to Form 10-K
as filed on March 28, 1996).
10.7 Amendment Agreement dated March 4, 1996, related to Financing Agreement
dated March 2, 1993, between The CIT Group/Business Credit, Inc. and
Steel.
10.8 Amendment Agreement dated January 17, 1997, related to Financing
Agreement dated March 2, 1993, between The CIT Group/Business Credit,
Inc. and Steel.
10.9 Loan and Security Agreement dated March 22, 1993, between Steel and the
CIT Group Equipment Financing, Inc. (incorporated by reference to
Exhibit 10.9 to Form 10-K as filed on February 27, 1995).
10.10 Agreement dated November 2, 1994, among Steel, LST, and certain minority
holders of Steel regarding participation in the First Capital Project by
acquiring convertible preferred stock of Steel (incorporated by
reference to Exhibit 10.11 to Form 10-K as filed on February 27, 1995).
10.11 Stockholders and Registration Rights Agreement among Steel, LST, and
Minority Shareholders of Steel, dated May 16, 1991 (incorporated by
reference to Exhibit 10(p) to Form 10-K filed on March 5, 1992).
10.12 Cost Sharing Agreement between Steel and LST, dated May 16, 1991
(incorporated by reference to Exhibit 10(p) to Form 10-K filed on March
5, 1992); Amendment to the Cost Sharing Agreement dated May 16, 1991,
between LST and Steel dated March 2, 1993 (incorporated by reference to
Exhibit 10(ai) to Form 10-K as filed on March 15, 1993).
10.13 Tax Allocation and Indemnification Agreement dated May 16, 1991, between
Steel and LST (incorporated by reference to Exhibit 10(r) to Form 10-K
filed on March 5, 1992); Amendment to Tax Allocation and Indemnification
Agreement dated May 16, 1991, among LST, Steel, and Steel subsidiaries
dated March 2, 1993 (incorporated by reference to Exhibit 10(ah) to Form
10-K as filed on March 15, 1993).
10.14 Stock Purchase Agreement, Assistance Agreement, Capital Maintenance
Agreement, and Subordination Agreement regarding the acquisition by LST
of AFB dated August 18, 1988 (incorporated by reference to Form 8
(Amendment No. 3 to Form 8-K) dated January 11, 1989); Amendment No. 1
to the Assistance Agreement of August 18, 1988, dated August 31, 1990
(incorporated by reference to Exhibit 10(q) to Form 10-K as filed on
March 15, 1991);
<PAGE>
Settlement Agreement and Second Amendment to Assistance Agreement dated
September 30, 1992, among the FDIC, as Manager, the RTC, AFB, and LSST
(incorporated by reference to Exhibit 10(ab) to Form 10-K as filed on
March 15, 1993).
10.15 Agreement and Plan of Merger dated March 25, 1992, as amended by First
Amendment to Agreement and Plan of Merger dated April 15, 1992, between
AFB and Americity (incorporated by reference to Form 8-K dated July 14,
1992).
10.16 Holdback Escrow Agreement dated July 1, 1992, among Americity, AFB, Bank
One, Texas, as Agent, and James C. Jarocki, as Shareholder
Representative (incorporated by reference to Exhibit 10(x) to Form 10-K
as filed on March 15, 1993).
10.17 Letter Agreement dated July 1, 1992, among AFB, Americity, and the FDIC,
as Manager (regarding assignment and assumption of the Termination
Agreement and Tax Benefits Cancellation Agreement) (incorporated by
reference to Exhibit 10(y) to Form 10-K as filed on March 15, 1993);
Termination Agreement dated December 18, 1991, among Americity, the
FDIC, as Manager, and the RTC (terminating Assistance Agreement of
November 18, 1988, between Americity and the FSLIC) (incorporated by
reference to Exhibit 10(z) to Form 10-K as filed on March 15, 1993);
Tax Benefits Cancellation Agreement dated December 18, 1991, among
Americity, the FDIC, as Manager, and the RTC (incorporated by reference
to Exhibit 10(aa) to Form 10-K as filed on March 15, 1993).
10.18 Stock Purchase Agreement and Agreement and Plan of Reorganization by and
among Guaranty Federal Bank, F.S.B., Guaranty Holdings, Inc. I, LST, and
LSST Financial Services Corporation, dated February 16, 1993, First
Amendment to Stock Purchase Agreement and Agreement and Plan of
Reorganization, dated April 2, 1993, Second Amendment to Stock Purchase
Agreement and Agreement and Plan of Reorganization, dated August 31,
1993, and Third Amendment to Stock Purchase Agreement and Agreement and
Plan of Reorganization, dated September 30, 1993 (incorporated by
reference to Exhibit B of Proxy Statement of LST as filed October 22,
1993).
10.19 Holdback Escrow Agreement to Stock Purchase Agreement and Agreement and
Plan of Reorganization, dated November 12, 1993 (incorporated by
reference to Exhibit C of Proxy Statement of LST as filed October 22,
1993).
10.20 Agreement dated October 31, 1995, among Steel, LST and the minority
shareholders of Steel regarding participation in capital projects not to
exceed $5,000,000 by acquiring convertible preferred stock of Steel
(incorporated by reference to Exhibit 10.23 to Form 10-K as filed on
March 28, 1996).
10.21 Contract for Electric Service dated September 30, 1996 between
Southwestern Electric Power Company and Steel.
10.22 Assignment, Termination and Release dated January 21, 1997, among Steel,
LST, and the minority shareholders of Steel.
21 List of Subsidiaries.
23 Consent of Arthur Andersen LLP.
24 Powers of Attorney.
* Management contract or compensatory plan or arrangement.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
LONE STAR TECHNOLOGIES, INC.
Date: February 28, 1997 By: /s/ Charles J. Keszler
------------------------------
(Charles J. Keszler)
Vice President - Finance
and Treasurer
