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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 16, 1999
LONE STAR TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-12881 75-2085454
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
15660 North Dallas Parkway
Suite 500
Dallas, Texas 75248
(Address, including zip code, of principal executive offices)
Registrant's telephone number, including area code: (972) 386-3981
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ITEM 5. OTHER EVENTS.
On November 17, 1999, Lone Star Technologies, Inc. announced in a press
release (the "Press Release") that it had signed a definitive agreement pursuant
to which it would purchase substantially all of the assets of Fintube Limited
Partnership, a privately held, Tulsa-based manufacturer of finned tubes used in
a variety of heat recovery applications.
As described in the Press Release, the consummation of the transactions
contemplated by the Purchase Agreement is subject to further due diligence, the
completion of financing arrangements and satisfaction of customary closing
conditions.
The foregoing is qualified by reference to the Press Release, which is
filed as an exhibit to this Report and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of businesses being acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
99.1 Press release dated November 17, 1999, announcing that Lone Star
Technologies, Inc. has signed an agreement to acquire the assets of
Fintube Limited Partnership.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LONE STAR TECHNOLOGIES, INC.
Date: November 22, 1999 By: /s/ Charles J. Keszler
----------------------
Charles J. Keszler
Vice President - Finance
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INDEX TO EXHIBITS
Item
Number Exhibit
- ------ -------
99.1 Press release dated November 17, 1999, announcing that Lone Star
Technologies, Inc. has signed an agreement to acquire the assets of
Fintube Limited Partnership.
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EXHIBIT 99.1
NEWS RELEASE
[LETTERHEAD OF LONE STAR TECHNOLOGIES, INC.]
LONE STAR TECHNOLOGIES, INC. SIGNS AGREEMENT
TO ACQUIRE FINTUBE LIMITED PARTNERSHIP
Dallas, TX, November 17, 1999 .... Lone Star Technologies, Inc. (Lone Star),
NYSE:LSS, announced that it had signed a definitive agreement to purchase the
assets of Fintube Limited Partnership, a privately held, Tulsa-based
manufacturer of finned tubes used in a variety of heat recovery applications.
Consummation of the acquisition is subject to further due diligence, the
completion of financing arrangements and satisfaction of customary closing
conditions. Fintube's management is expected to be unchanged, and employment is
anticipated to continue at current levels.
Fintube is the leader in the design and production of finned tubes which are
used in a variety of heat recovery applications. For the past five years,
Fintube has invested in additional capacity and research and development of new
products to better serve the growing world demand for heat recovery systems. Its
share of domestic Heat Recovery Steam Generation (HRSG) manufacturing capacity
for finned tubes is approximately 70% and its share of world HRSG capacity,
including licensees of its manufacturing technology in Japan, Korea, Italy and
India, is estimated to be 50%. Its customers include suppliers of heat recovery
boiler sections used in gas-fired, combined cycle power generating plants.
Fintube anticipates this market will grow rapidly in the near future. Fintube
also designs and manufactures other products, such as boiler economizers, boiler
tubing and enhanced-surface tubing. Some of these products will be marketed
through the same distribution channels as Lone Star's specialty tubing products.
Fintube's revenues and EBITDA for the 1998 calendar year were $61.2 million and
$9.1 million, respectively, and for the first nine months of 1999 were $60.7
million and $14.8 million, respectively. The acquisition is expected to be
accretive to Lone Star's earnings per share.
It is anticipated that the acquisition will be consummated in the fourth quarter
of this year. Lone Star would acquire substantially all of Fintube's assets
through a new subsidiary for a purchase price of approximately $86 million,
consisting of cash and the issuance of up to $20 million of Lone Star's common
stock, plus the assumption of certain liabilities.
"This is one of the best fits for Fintube that we could imagine," states Jerry
E. Ryan, Fintube's Board Chairman. "Lone Star's superior specialty tubing
capability paves the way for Fintube's extended surface tubing products and Lone
Star's large capacity for a wide range of tubing will
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give abundant supplies for Fintube in this important growth cycle. To achieve
the goals that Fintube had before it, we needed to become a part of a larger
organization or enter the public stock market. Lone Star provided the answer
and we are excited about our future."
Rhys J. Best, Chairman, President and Chief Executive Officer of Lone Star,
stated, "Fintube is a remarkable success story. We are excited to combine its
market leadership position in the design and production of finned tubes with
Lone Star's widely respected tubular expertise and leadership in oilfield and
specialty tubing products."
Lone Star Technologies, Inc. is a holding company whose principal operating
subsidiary, Lone Star Steel Company, manufactures and markets oilfield casing,
tubing, and line pipe, specialty tubing products, flat rolled steel and other
tubular products and services.
This release contains forward looking statements based on assumptions
that are subject to a wide range of business risks. There is no
assurance that the estimates and expectations in this release will be
realized. Important factors that could cause actual results to differ
materially from the forward looking statements are described in the
periodic filings of Lone Star Technologies, Inc. with the Securities
and Exchange Commission, including its Annual Report on Form 10-K for
the year ended December 31, 1998.
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