-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JM/R4FWJqXC+8g7KSAe2sfH5AjtZT6yCyM8mXOXGieEcn1tXxcrU2EdM7dFZxMxf qXNkgpBAOl2xfQFd7mWACw== 0000950109-99-003315.txt : 19990906 0000950109-99-003315.hdr.sgml : 19990906 ACCESSION NUMBER: 0000950109-99-003315 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990903 GROUP MEMBERS: DYCKERHOFF AKTIENGESELLSCHAFT GROUP MEMBERS: LEVEL ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LONE STAR INDUSTRIES INC CENTRAL INDEX KEY: 0000060195 STANDARD INDUSTRIAL CLASSIFICATION: CEMENT, HYDRAULIC [3241] IRS NUMBER: 130982660 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-06341 FILM NUMBER: 99706546 BUSINESS ADDRESS: STREET 1: 300 FIRST STAMFORD PL STREET 2: P O BOX 120014 CITY: STAMFORD STATE: CT ZIP: 06912 BUSINESS PHONE: 2039698600 MAIL ADDRESS: STREET 1: 300 FIRST STAMFORD PLACE STREET 2: P.O. BOX 120014 CITY: STAMFORD STATE: CT ZIP: 06912-0014 FORMER COMPANY: FORMER CONFORMED NAME: LONE STAR CEMENT CORP DATE OF NAME CHANGE: 19720404 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL CEMENT CORP DATE OF NAME CHANGE: 19710901 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DYCKERHOFF AKTIENGESELLSCHAFT CENTRAL INDEX KEY: 0001094414 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: BIEBRICHER STRASSE 69 STREET 2: WIESBADEN CITY: GERMANY ZIP: 65203 MAIL ADDRESS: STREET 1: BIEBRICHER STRASSE 69 STREET 2: WIESBADEN CITY: GERMANY ZIP: 65203 SC 13D 1 SCHEDULE 13D FOR LONE STAR INDUSTRIES, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) LONE STAR INDUSTRIES, INC. (Name of Issuer) COMMON STOCK, $1.00 PAR VALUE (Title of Class of Securities) 542290 408 (CUSIP Number) DR. PETER ROHDE PETER STEINER DYCKERHOFF AKTIENGESELLSCHAFT BIEBRICHER STRASSE 69 65203 WIESBADEN, GERMANY 49 (0611) 676-0 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a Copy to: THOMAS A. RALPH WILLIAM G. LAWLOR PETER D. CRIPPS DECHERT PRICE & RHOADS 4000 BELL ATLANTIC TOWER 1717 ARCH STREET PHILADELPHIA, PENNSYLVANIA 19103 (215) 994-4000 September 2, 1999 (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 / /. 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. 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). -1- SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 542290 408 Page 1 of 11 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) DYCKERHOFF AKTIENGESELLSCHAFT - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* BK - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Germany - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ------------------------------------- EACH REPORTING 8 SHARED VOTING POWER PERSON WITH 1,320,870** ------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ------------------------------------- 10 SHARED DISPOSITIVE POWER 1,320,870** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,320,870** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- -2- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- ** See the "Introduction" and Section 12 of the Offer to Purchase, incorporated herein by reference, for a description of the Tender Agreement dated September 2, 1999, by and among Dyckerhoff Aktiengesellschaft, Level Acquisition Corp. and certain stockholders of Lone Star Industries, Inc. -3- SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 542290 408 Page 3 of 11 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LEVEL ACQUISITION CORP. I.R.S. ID NO. 52-2189300 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* BK - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ---------------------------------------------- EACH REPORTING 8 SHARED VOTING POWER PERSON WITH 1,320,870** ---------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 --------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,320,870** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,320,870** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN -4- SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- ** See the "Introduction" and Section 12 of the Offer to Purchase, incorporated herein by reference, for a description of the Tender Agreement dated September 2, 1999, by and among Dyckerhoff Aktiengesellschaft, Level Acquisition Corp. and certain stockholders of Lone Star Industries, Inc. -5- SCHEDULE 13D This statement on Schedule 13D (this "Statement") relates to the offer by Level Acquisition Corp., a Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of Dyckerhoff Aktiengesellschaft, a corporation formed under the laws of the Federal Republic of Germany ("Parent"), to purchase (i) all of the outstanding shares of common stock, par value $1.00 per share (the "Shares"), of Lone Star Industries, Inc., a Delaware corporation (the "Company"), together with the associated rights to purchase common stock issued pursuant to the Rights Agreement, dated as of November 10, 1994 by and between the Company and Chemical Bank, as Rights Agent, at a price of $50.00 per Share, net to the seller in cash, without interest thereon, and (ii) all of the outstanding Common Stock Purchase Warrants (the "Warrants"), each representing the right to purchase two Shares at an exercise price of $18.75 per Warrant (or $9.375 per Share), issued pursuant to the Warrant Agreement dated as of April 13, 1994 between the Company and Chemical Bank, as Warrant Agent, for $81.25 per Warrant, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 3, 1999 (the "Offer to Purchase"), a copy of which is filed herewith as Exhibit (2), and in the related Letters of Transmittal, copies of which are filed herewith as Exhibits (3) and (4) (the Offer to Purchase and the Letters of Transmittal, as amended or supplemented from time to time, together constitute the "Offer"). ITEM 1. SECURITY AND ISSUER. This Statement on Schedule 13D relates to the Shares. The Company's principal executive offices are at 300 First Stamford Place, Stamford, CT 06912- 0014. The information set forth in the "Introduction" of the Offer to Purchase and Schedule I to the Offer to Purchase is incorporated herein by reference. ITEM 2. IDENTITY AND BACKGROUND. This Statement is being filed by Purchaser and Parent. The information set forth in the "Introduction," "Certain Information Concerning Parent and Purchaser" and Schedule I of the Offer to Purchase is incorporated herein by reference. The name, business address, present principal occupation or employment, the material occupations, positions, offices or employments for the past five years and citizenship of each member of the Supervisory Board or Board of Management and each executive officer of Parent and each director and executive officer of Purchaser and the name, principal business and address of any corporation or other organization in which such occupations, positions, offices and employments are or were carried on are set forth in Schedule I to the Offer to Purchase and incorporated herein by reference. During the last five years, neither Purchaser nor Parent nor, to the best knowledge of Purchaser and Parent, any of the persons referred to in Sections 1, 2 and 3 of Schedule I (i) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 activities subject to, federal or state securities laws or finding any violation of such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The information set forth in the "Introduction" and "Sources and Amount of Funds" of the Offer to Purchase is incorporated herein by reference. -6- ITEM 4. PURPOSE OF TRANSACTION. The information set forth in the "Introduction," "Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements," "Plans for the Company; Other Matters," "Effect of the Offer on the Market for the Securities; Stock Exchange Listing; Exchange Act Registration; Margin Regulations" and "Dividends and Distributions" of the Offer to Purchase is incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The information set forth in the "Introduction," "Certain Information Concerning Parent and Purchaser," "Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements" and "Background of the Offer; Contacts with the Company" of the Offer to Purchase is incorporated herein by reference. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The information set forth in the "Introduction," "Sources and Amount of Funds," "Background of the Offer; Contacts with the Company," "Purpose of the Offer and the Merger; the Merger Agreement and Certain Other Agreements," "Plans for the Company; Other Matters" and "Fees and Expenses" of the Offer to Purchase is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (1) Filing Agreement, dated September 3, 1999. (2) Offer to Purchase, dated September 3, 1999.* (3) Letter of Transmittal to Tender Shares of Common Stock.* (4) Letter of Transmittal to Tender Warrants to Purchase Common Stock.* (5) Notice of Guaranteed Delivery.* (6) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (7) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (8) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (9) Press Release dated September 2, 1999.* (10) Summary Advertisement.* (11) Term Loan Facilities Agreement, dated as of September 1, 1999, by and among Parent, Purchaser, Deutsche Bank AG and Dresdner Bank AG.* (12) Agreement and Plan of Merger, dated as of September 2, 1999, by and among Parent, Purchaser and the Company.* -7- (13) Confidentiality Agreement, dated as of July 8, 1999, by and among Parent, Dyckerhoff, Inc. and the Company.* (14) Tender Agreement, dated as of September 2, 1999, by and among Parent, Purchaser and certain stockholders of the Company.* * Incorporated by reference to the Schedule 14D-1 filed the date hereof by the Parent and Purchaser. -8- SIGNATURES After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. In executing this statement, the undersigned agree, to the extent required by Rule 13d-1(f), that this statement is being filed on behalf of each of the reporting persons herein. Dated: September 3, 1999 DYCKERHOFF AKTIENGESELLSCHAFT /s/ Peter Steiner By: _________________________________________ Name: Peter Steiner Title: Chief Financial Officer /s/ Luis Rauch By: _________________________________________ Name: Luis Rauch Title: Treasurer LEVEL ACQUISITION CORP. /s/ Felix Pardo By: __________________________________________ Name: Felix Pardo Title: President, Treasurer and Secretary -9- EXHIBIT INDEX No. Description - --- ----------- (1) Filing Agreement, dated September 3, 1999. (2) Offer to Purchase, dated September 3, 1999.* (3) Letter of Transmittal to Tender Shares of Common Stock.* (4) Letter of Transmittal to Tender Warrants to Purchase Common Stock.* (5) Notice of Guaranteed Delivery.* (6) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (7) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (8) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (9) Press Release dated September 2, 1999.* (10) Summary Advertisement.* (11) Term Loan Facilities Agreement, dated as of September 1, 1999, by and among Parent, Purchaser, Deutsche Bank AG and Dresdner Bank AG.* (12) Agreement and Plan of Merger, dated as of September 2, 1999, by and among Parent, Purchaser and the Company.* (13) Confidentiality Agreement, dated as of July 8, 1999, by and among Parent, Dyckerhoff, Inc. and the Company.* (14) Tender Agreement, dated as of September 2, 1999, by and among Parent, Purchaser and certain stockholders of the Company.* * Incorporated by reference to the Schedule 14D-1 filed the date hereof by the Parent and Purchaser. EX-1 2 FILING AGREEMENT, DATED SEPTEMBER 3, 1999 Exhibit 1 Filing Agreement dated September 3, 1999 Re: Joint Filing of Schedule 13D The undersigned hereby agree that: (i) each of them is individually eligible to use the Schedule 13D attached hereto; (ii) the attached Schedule 13D is filed on behalf of each of them; (iii) each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information therein concerning itself; but none of them is responsible for the completeness and accuracy of the information concerning the other persons making the filing, unless it knows or has reason to believe that such information is inaccurate. DYCKERHOFF AKTIENGESELLSCHAFT /s/ Peter Steiner By: _________________________________________ Name: Peter Steiner Title: Chief Financial Officer /s/ Luis Rauch By: _________________________________________ Name: Luis Rauch Title: Treasurer LEVEL ACQUISITION CORP. /s/ Felix Pardo By: __________________________________________ Name: Felix Pardo Title: President, Treasurer and Secretary -----END PRIVACY-ENHANCED MESSAGE-----