SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 34)*
Lone Star Technologies, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
542312103
(Cusip Number)
J. Taylor Crandall
201 Main Street, Suite 3100
Fort Worth, Texas 76102
(817) 390-8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 19, 2000
(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(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
**The total number of shares reported herein is 11,344,772 shares, which
constitutes approximately 48.1% of the total number of shares outstanding.
All ownership percentages set forth herein assume that there are 23,561,610
shares outstanding.
<PAGE>
1. Name of Reporting Person:
Alpine Capital, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 8,965,172 (1)
Number of Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 8,965,172 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
8,965,172
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 38.0%
14. Type of Reporting Person: PN
------------
(1) Power is exercised through its two general partners, Robert W. Bruce
III and Algenpar, Inc.
<PAGE>
1. Name of Reporting Person:
Robert W. Bruce III
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of Shares
Beneficially 8. Shared Voting Power: 9,065,172 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 9,065,172 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
9,065,172 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 38.5%
14. Type of Reporting Person: IN
-------------
(1) Solely in his capacity as one of two general partners of Alpine
Capital, L.P., with respect to 8,965,172 shares, and in his capacity
as a principal of The Robert Bruce Management Co., Inc., which has
shared investment discretion over shares owned by The Anne T. and
Robert M. Bass Foundation, with respect to 100,000 shares.
<PAGE>
1. Name of Reporting Person:
Algenpar, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of Shares
Beneficially 8. Shared Voting Power: 8,965,172 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 8,965,172 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
8,965,172 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 38.0%
14. Type of Reporting Person: CO
------------
(1) Power is exercised through its President, J. Taylor Crandall.
(2) Solely in its capacity as one of two general partners of Alpine
Capital, L.P.
<PAGE>
1. Name of Reporting Person:
J. Taylor Crandall
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of Shares
Beneficially 8. Shared Voting Power: 9,065,172 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 9,065,172 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
9,065,172 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 38.5%
14. Type of Reporting Person: IN
------------
(1) Solely in his capacity as President and sole stockholder of Algenpar,
Inc., which is one of two general partners of Alpine Capital, L.P.,
with respect to 8,965,172 shares, and in his capacity as a director of
The Anne T. and Robert M. Bass Foundation with respect to 100,000
shares.
<PAGE>
1. Name of Reporting Person:
The Anne T. and Robert M. Bass Foundation
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Working Capital
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 100,000 (1)
Number of Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 100,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
100,000
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): .4%
14. Type of Reporting Person: CO
------------
(1) Power is exercised through its three directors, Anne T. Bass, Robert
M. Bass and J. Taylor Crandall and through Robert W. Bruce III in his
capacity as a principal of The Robert Bruce Management Co., Inc.,
which has shared investment discretion over shares owned by The Anne
T. and Robert M. Bass Foundation.
<PAGE>
1. Name of Reporting Person:
Anne T. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of Shares
Beneficially 8. Shared Voting Power: 100,000 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 100,000 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
100,000 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): .4%
14. Type of Reporting Person: IN
------------
(1) Solely in her capacity as a director of The Anne T. and Robert M. Bass
Foundation.
<PAGE>
1. Name of Reporting Person:
Keystone, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 2,279,600 (1)
Number of Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,279,600 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
2,279,600
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 9.7%
14. Type of Reporting Person: CO
------------
(1) Power is exercised through its President and sole director, Robert M.
Bass.
<PAGE>
1. Name of Reporting Person:
Robert M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 2,279,600 (1)
Number of Shares
Beneficially 8. Shared Voting Power: 100,000 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,279,600 (1)
Person
With
10. Shared Dispositive Power: 100,000 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
2,379,600 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 10.1%
14. Type of Reporting Person: IN
------------
(1) Solely in his capacity as President and sole director of Keystone,
Inc. with respect to 2,279,600 shares, and in his capacity as a
director of The Anne T. and Robert M. Bass Foundation with respect to
100,000 of the shares.
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend their Schedule 13D Statement dated
June 22, 1993, as amended by Amendment No. 1 dated August 26, 1993,
Amendment No. 2 dated November 26, 1993, Amendment No. 3 dated April 21,
1994, Amendment No. 4 dated April 27, 1994, Amendment No. 5 dated August 3,
1994, Amendment No. 6 dated September 28, 1994, Amendment No. 7 dated
November 2, 1994, Amendment No. 8 dated November 9, 1994, Amendment No. 9
dated January 20, 1995, Amendment No. 10 dated February 7, 1995, Amendment
No. 11 dated February 28, 1995, Amendment No. 12 dated March 21, 1995,
Amendment No. 13 dated August 17, 1995, Amendment No. 14 dated November 1,
1995, Amendment No. 15 dated February 12, 1997, Amendment No. 16 dated
November 12, 1997, Amendment No. 17 dated December 12, 1997, Amendment No.
18 dated July 7, 1998, Amendment No. 19 dated July 8, 1998, Amendment No.
20 dated July 24, 1998, Amendment No. 21 dated July 27, 1998, Amendment No.
22 dated August 5, 1998, Amendment No. 23 dated August 14, 1998, Amendment
No. 24 dated September 30, 1998, Amendment No. 25 dated October 13, 1998,
Amendment No. 26 dated November 11, 1998, Amendment No. 27 dated November
23, 1998, Amendment No. 28 dated December 4, 1998, Amendment No. 29 dated
December 16, 1998, Amendment No. 30 dated December 29, 1998, Amendment No.
31 dated January 13, 1999, Amendment No. 32 dated January 29, 1999, and
Amendment No. 33 dated February 19, 1999 (the "Schedule 13D"), relating to
the Common Stock, par value $1.00 per share (the "Stock"), of Lone Star
Technologies, Inc. (the "Issuer"). Unless otherwise indicated, all defined
terms used herein shall have the same meanings respectively ascribed to
them in the Schedule 13D.
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as follows:
The source and amount of the funds used or to be used by the Reporting
Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Alpine Working Capital(1) $86,806,059.24(2)
Bruce Not Applicable Not Applicable
Algenpar Not Applicable Not Applicable
Crandall Not Applicable Not Applicable
Foundation Working Capital(1) $ 1,790,976.68(3)
A. Bass Not Applicable Not Applicable
Keystone Working Capital(1) $29,418,344.85
R. Bass Not Applicable Not Applicable
(1) As used herein, the term "Working Capital" includes income from the
business operations of the entity plus sums borrowed from banks and
brokerage firm margin accounts to operate such business in general.
None of the funds reported herein as "Working Capital" were borrowed
or otherwise obtained for the specific purpose of acquiring, handling,
trading or voting the Stock.
(2) This figure represents the total amount expended by Alpine for all
purchases of shares of the Stock without subtracting sales; therefore,
such figure does not represent Alpine's net investment in shares of
the Stock. Alpine's net investment in shares of the Stock is
$74,868,155.78.
(3) This figure represents the total amount expended by Foundation for all
purchases of shares of the Stock without subtracting sales. The
Foundation has recouped from sales its entire investment in Stock.
Item 4. PURPOSE OF TRANSACTION.
No material change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs (a)-(c) of Item 5 hereby are amended in their entireties to
read as follows:
(a)
ALPINE
The aggregate number of shares of the Stock that Alpine owns
beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is 8,965,172,
which constitutes approximately 38.0% of the outstanding shares of the
Stock.
BRUCE
Because of his position as one of two general partners of Alpine and
as principal of Bruce Management (which has shared investment discretion
over the shares of the Stock owned by the Foundation), Bruce may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 9,065,172
shares of the Stock, which constitutes approximately 38.5% of the
outstanding shares of the Stock.
ALGENPAR
Because of its position as one of two general partners of Alpine,
Algenpar may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 8,965,172 shares of the Stock, which constitutes
approximately 38.0% of the outstanding shares of the Stock.
CRANDALL
Because of his positions as President and sole stockholder of
Algenpar, one of two general partners of Alpine, and a director of
Foundation, Crandall may, pursuant to Rule 13d-3 of the Act, be deemed to
be the beneficial owner of an aggregate of 9,065,172 shares of the Stock,
which constitutes approximately 38.5% of the outstanding shares of the
Stock.
FOUNDATION
The aggregate number of shares of the Stock that Foundation owns
beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is 100,000, which
constitutes approximately .4% of the outstanding shares of the Stock.
A. BASS
Because of her position as a director of Foundation, A. Bass may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
100,000 shares of the Stock, which constitutes approximately .4% of the
outstanding shares of the Stock.
KEYSTONE
The aggregate number of shares of the Stock that Keystone owns
beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is 2,279,600,
which constitutes approximately 9.7% of the outstanding shares of the
Stock.
R. BASS
Because of his position as a director of Foundation and because of his
position as the President and sole director of Keystone, R. Bass may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
2,379,600 shares of the Stock, which constitutes approximately 10.1% of the
outstanding shares of the Stock.
To the best of the knowledge of each of the Reporting Persons, other
than is set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
ALPINE
Acting through its two general partners, Alpine has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
8,965,172 shares of the Stock.
BRUCE
As one of two general partners of Alpine, Bruce has shared power to
vote or to direct the vote and to dispose or to direct the disposition of
8,965,172 shares of the Stock. As principal of Bruce Management (which
exercises shared investment discretion over the shares of the Stock owned
by the Foundation), Bruce has shared power to vote or to direct the vote
and to dispose or to direct the disposition of 100,000 shares of the Stock.
ALGENPAR
As one of two general partners of Alpine, Algenpar has shared power to
vote or to direct the vote and to dispose or to direct the disposition of
8,965,172 shares of the Stock.
CRANDALL
As the President and sole stockholder of Algenpar, which is one of two
general partners of Alpine, Crandall has shared power to vote or to direct
the vote and to dispose or to direct the disposition of 8,965,172 shares of
the Stock. As one of three directors of Foundation, Crandall has shared
power to vote or to direct the vote and to dispose or to direct the
disposition of 100,000 shares of the Stock.
FOUNDATION
Acting through its three directors and Bruce (as principal of Bruce
Management which exercises shared investment discretion over the shares of
the Stock owned by the Foundation), Foundation has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of
100,000 shares of the Stock.
A. BASS
As one of three directors of Foundation, A. Bass has shared power to
vote or to direct the vote and to dispose or to direct the disposition of
100,000 shares of the Stock.
KEYSTONE
Acting through R. Bass, its President and sole director, Keystone has
the sole power to vote or to direct the vote and to dispose or to direct
the disposition of 2,279,600 shares of the Stock.
R. BASS
As one of three directors of Foundation, R. Bass has shared power to
vote or to direct the vote and to dispose or to direct the disposition of
100,000 shares of the Stock. As the President and sole director of
Keystone, R. Bass has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 2,279,600 shares of the Stock.
(c) During the past 60 days, the Reporting Persons have effected no
transactions in shares of the Stock.
Except as set forth in this paragraph (c), to the best of the
knowledge of each of the Reporting Persons, none of the persons named in
response to paragraph (a) has effected any transactions in the shares of
the Stock since the last filing on Schedule 13D.
(d) - (e)
No material change.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended by adding at the end thereof the following:
On October 19, 2000, the Issuer agreed to include 1,000,000 shares of
the Stock owned by Alpine in the Issuer's registration statement on Form S-
3, which was filed with the Securities and Exchange Commission on October
20, 2000 (the "Registration Statement"). In consideration of the Issuer's
inclusion of Alpine's shares in the Registration Statement, each of Alpine,
Keystone and the Foundation have agreed, if requested by the Issuer or its
underwriters, to execute a lock-up agreement in connection with any
offering of shares of the Stock by the Issuer under the Registration
Statement so long as Alpine, Keystone and the Foundation continue to hold,
in the aggregate, more than 5% of the outstanding shares of the Stock. Any
such lock-up agreement will be on customary terms, and will be for a period
of time ending no more than 90 days after the closing of each offering of
shares of the Stock under the Registration Statement by the Issuer.
A copy of the letter agreement evidencing the foregoing is attached
hereto as Exhibit 99.2.
Except as set forth herein or in the exhibits filed herewith and
previously, there are no contracts, arrangements, understandings or
relationships with respect to shares of the Stock owned by the Reporting
Persons.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and restated in its entirety as follows:
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii), filed
herewith.
Exhibit 99.2 -- Letter agreement dated October 19, 2000 between the
Issuer and each of Alpine, Keystone and Foundation, filed herewith.
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
DATED: October 23, 2000
ALPINE CAPITAL, L.P.
By: /s Robert W. Bruce III
Robert W. Bruce III,
Manager
/s/ Robert W. Bruce III
ROBERT W. BRUCE III
ALGENPAR, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
/s/ W. R. Cotham
W. R. COTHAM,
Attorney-in-Fact for:
THE ANNE T. AND ROBERT M.
BASS FOUNDATION (1)
ANNE T. BASS (2)
ROBERT M. BASS (3)
KEYSTONE, INC.
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of The Anne T. and Robert M. Bass Foundation previously has been filed
with the Securities and Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Anne T. Bass previously has been filed with the Securities and
Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Robert M. Bass previously has been filed with the Securities and
Exchange Commission.
