-----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, HG5yxhpLMFI9WjfBo6fSqYcUbncOZ9TPvXxOEKg3ydSdoDyCFhC2UtHZnfHEU7WU MkxToVh3oiJcXAezYjKf3g== 0000950142-05-001747.txt : 20050610 0000950142-05-001747.hdr.sgml : 20050610 20050610153554 ACCESSION NUMBER: 0000950142-05-001747 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050610 DATE AS OF CHANGE: 20050610 GROUP MEMBERS: ANNE T. BASS GROUP MEMBERS: J. TAYLOR CRANDALL GROUP MEMBERS: KEYSTONE, INC. GROUP MEMBERS: ROBERT M. BASS GROUP MEMBERS: ROBERT W. BRUCE III GROUP MEMBERS: THE ANNE T. AND ROBERT M. BASS FOUNDATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LONE STAR TECHNOLOGIES INC CENTRAL INDEX KEY: 0000791348 STANDARD INDUSTRIAL CLASSIFICATION: STEEL PIPE & TUBES [3317] IRS NUMBER: 752085454 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-38032 FILM NUMBER: 05889860 BUSINESS ADDRESS: STREET 1: 15660 N DALLAS PKWY STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75248 BUSINESS PHONE: 9727706401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BASS ROBERT M CENTRAL INDEX KEY: 0000911377 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 201 MAIN ST STE 3100 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-390-8500 SC 13G 1 sc13g_lonestar.txt LONE STAR TECHNOLOGIES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. _)(1) LONE STAR TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 542312103 (CUSIP Number) MAY 25, 2005 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) * 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 reminder 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) This Schedule 13G is being filed to transition the filing obligations of the Reporting Persons under Section 13 of the Securities Exchange Act of 1934, as amended, with respect to the above named issuer from Schedule 13D to Schedule 13G. This Schedule 13G does not report a change in beneficial ownership from the Schedule 13D Amendment No. 69 previously filed by the Reporting Persons. CUSIP NO. 542312103 Schedule 13G Page 2 of 15 - -------------------------------------------------------------------------------- 1. Name of Reporting Person Robert W. Bruce III S.S. or I.R.S. Identifica- tion No. of Above Person - -------------------------------------------------------------------------------- 2. Check the Appropriate Box (a) [_] if a Member of a Group (b) [X] - -------------------------------------------------------------------------------- 3. S.E.C. Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization USA - -------------------------------------------------------------------------------- Number of Shares (5) Sole Voting Power 0 Beneficially (6) Shared Voting Power 27,500(1) Owned by Each (7) Sole Dispositive Power 0 Reporting Person (8) Shared Dispositive Power 27,500(1) - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 27,500(1) - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ______ - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) less than 0.1% - -------------------------------------------------------------------------------- 12. Type of Reporting Person IN - -------------------------------------------------------------------------------- (1) 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. CUSIP NO. 542312103 Schedule 13G Page 3 of 15 - -------------------------------------------------------------------------------- 1. Name of Reporting Person J. Taylor Crandall S.S. or I.R.S. Identifica- tion No. of Above Person - -------------------------------------------------------------------------------- 2. Check the Appropriate Box (a) [_] if a Member of a Group (b) [X] - -------------------------------------------------------------------------------- 3. S.E.C. Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization USA - -------------------------------------------------------------------------------- Number of Shares (5) Sole Voting Power 0 Beneficially (6) Shared Voting Power 27,500(1) Owned by Each (7) Sole Dispositive Power 0 Reporting Person (8) Shared Dispositive Power 27,500(1) - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 27,500(1) - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ______ - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) less than 0.1% - -------------------------------------------------------------------------------- 12. Type of Reporting Person IN - -------------------------------------------------------------------------------- (1) In his capacity as a director of The Anne T. and Robert M. Bass Foundation. CUSIP NO. 542312103 Schedule 13G Page 4 of 15 - -------------------------------------------------------------------------------- 1. Name of Reporting Person The Anne T. and Robert M. Bass S.S. or I.R.S. Identifica- Foundation tion No. of Above Person - -------------------------------------------------------------------------------- 2. Check the Appropriate Box (a) [_] if a Member of a Group (b) [X] - -------------------------------------------------------------------------------- 3. S.E.C. Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization Texas - -------------------------------------------------------------------------------- Number of Shares (5) Sole Voting Power 27,500(1) Beneficially (6) Shared Voting Power 0 Owned by Each (7) Sole Dispositive Power 27,500(1) Reporting Person (8) Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 27,500(1) - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ______ - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) less than 0.1% - -------------------------------------------------------------------------------- 12. 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. CUSIP NO. 542312103 Schedule 13G Page 5 of 15 - -------------------------------------------------------------------------------- 1. Name of Reporting Person Anne T. Bass S.S. or I.R.S. Identifica- tion No. of Above Person - -------------------------------------------------------------------------------- 2. Check the Appropriate Box (a) [_] if a Member of a Group (b) [X] - -------------------------------------------------------------------------------- 3. S.E.C. Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization USA - -------------------------------------------------------------------------------- Number of Shares (5) Sole Voting Power 0 Beneficially (6) Shared Voting Power 27,500(1) Owned by Each (7) Sole Dispositive Power 0 Reporting Person (8) Shared Dispositive Power 27,500(1) - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 27,500(1) - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ______ - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) less than 0.1% - -------------------------------------------------------------------------------- 12. Type of Reporting Person IN - -------------------------------------------------------------------------------- (1) Solely in her capacity as a director of The Anne T. and Robert M. Bass Foundation. CUSIP NO. 542312103 Schedule 13G Page 6 of 15 - -------------------------------------------------------------------------------- 1. Name of Reporting Person Keystone, Inc. S.S. or I.R.S. Identifica- tion No. of Above Person - -------------------------------------------------------------------------------- 2. Check the Appropriate Box (a) [_] if a Member of a Group (b) [X] - -------------------------------------------------------------------------------- 3. S.E.C. Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization Texas - -------------------------------------------------------------------------------- Number of Shares (5) Sole Voting Power 2,210,700(1) Beneficially (6) Shared Voting Power 0 Owned by Each (7) Sole Dispositive Power 2,210,700(1) Reporting Person (8) Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,210,700(1) - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ______ - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 7.6% - -------------------------------------------------------------------------------- 12. Type of Reporting Person CO - -------------------------------------------------------------------------------- (1) Power is exercised through its President and sole director, Robert M. Bass. CUSIP NO. 542312103 Schedule 13G Page 7 of 15 - -------------------------------------------------------------------------------- 1. Name of Reporting Person Robert M. Bass S.S. or I.R.S. Identifica- tion No. of Above Person - -------------------------------------------------------------------------------- 2. Check the Appropriate Box (a) [_] if a Member of a Group (b) [X] - -------------------------------------------------------------------------------- 3. S.E.C. Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization USA - -------------------------------------------------------------------------------- Number of Shares (5) Sole Voting Power 2,210,700(1) Beneficially (6) Shared Voting Power 27,500(1) Owned by Each (7) Sole Dispositive Power 2,210,700(1) Reporting Person (8) Shared Dispositive Power 27,500(1) - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,238,200(1) - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ______ - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 7.7% - -------------------------------------------------------------------------------- 12. Type of Reporting Person IN - -------------------------------------------------------------------------------- (1) Solely in his capacity as President and sole director of Keystone, Inc. with respect to 2,210,700 shares, and in his capacity as a director of The Anne T. and Robert M. Bass Foundation with respect to 27,500 of the shares. CUSIP NO. 542312103 Schedule 13G Page 8 of 15 Item 1. (a) NAME OF ISSUER Lone Star Technologies, Inc. (the "Issuer") (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 15660 N. Dallas Parkway, Suite 500 Dallas, Texas 75248 Item 2. (a) NAMES OF PERSONS FILING This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) Robert W. Bruce III ("Bruce"); (ii) J. Taylor Crandall ("Crandall"); (iii) The Anne T. and Robert M. Bass Foundation, a Texas non-profit corporation ("Foundation"); (iv) Anne T. Bass ("A. Bass"); (v) Keystone, Inc., a Texas close corporation ("Keystone"); and (vi) Robert M. Bass ("R. Bass"); (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE The address of the principal business office of Bruce is 65 E. 55th Street, 32nd Floor, New York, NY 10022. The address of the principal business offices of (i) Crandall, (ii) Foundation, (iii) A. Bass (iv) Keystone and (v) R. Bass is 201 Main Street, Suite 3100, Fort Worth, Texas, 76102. (c) CITIZENSHIP (i) Bruce - USA (ii) Crandall - USA (iii) Foundation - Texas non-profit corporation (iv) A. Bass - USA (v) Keystone - Texas close corporation (vi) R. Bass - USA (d) TITLE OF CLASS OF SECURITIES Common Stock, par value $1.00 per share (the "Stock") CUSIP NO. 542312103 Schedule 13G Page 9 of 15 (e) CUSIP NUMBER 542312103 CUSIP NO. 542312103 Schedule 13G Page 10 of 15 Item 3. This statement is not being filed pursuant to either Rule 13d-1(b) or 13d-2(b) or (c). Item 4. OWNERSHIP. (a) AMOUNT BENEFICIALLY OWNED: BRUCE Because of his position 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 27,500 shares of the Stock. CRANDALL Because of his position as 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 27,500 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 27,500. 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 27,500 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 2,210,700. 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 2,238,200 shares of the Stock. CUSIP NO. 542312103 Schedule 13G Page 11 of 15 (b) PERCENTAGE OWNED: Based on calculations made in accordance with Rule 13d-3(d), and there being 29,036,783 shares of the Stock outstanding as of this date, (i) each of Bruce, Crandall, Foundation and A. Bass beneficially owns less than 0.1% of the outstanding shares of the Stock, (ii) Keystone beneficially owns approximately 7.6% of the outstanding shares of the Stock, and (iii) R. Bass beneficially owns approximately 7.7% of the outstanding shares of the Stock. (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS POWER TO DIRECT THE VOTE OR DISPOSITION: BRUCE 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 27,500 shares of the Stock. CRANDALL 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 27,500 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 27,500 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 27,500 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 2,210,700 shares of the Stock. CUSIP NO. 542312103 Schedule 13G Page 12 of 15 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 27,500 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 2,210,700 shares of the Stock. Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not applicable. Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not applicable. Item 7. IDENTIFICATION AND CLASSIFICATION OF SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable. Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable. Item 9. NOTICE OF DISSOLUTION OF GROUP Not applicable. Item 10. CERTIFICATION By signing below each of the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] CUSIP NO. 542312103 Schedule 13G Page 13 of 15 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated as of June 10, 2005 /s/ ROBERT W. BRUCE III -------------------------------- ROBERT W. BRUCE III /s/ Kevin G. Levy, -------------------------------- KEVIN G. LEVY, Attorney-in-Fact for: J. TAYLOR CRANDALL(1) THE ANNE T. AND ROBERT M. BASS FOUNDATION (2) ANNE T. BASS (3) ROBERT M. BASS (4) KEYSTONE, INC. By: /s/ Kevin G. Levy, --------------------------- Kevin G. Levy, Vice President (1) A Power of Attorney authorizing Kevin G. Levy, et al., to act on behalf of J. Taylor Crandall previously has been filed with the Securities and Exchange Commission. (2) A Power of Attorney authorizing Kevin G. Levy, 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. (3) A Power of Attorney authorizing Kevin G. Levy, et al., to act on behalf of Anne T. Bass previously has been filed with the Securities and Exchange Commission. (4) A Power of Attorney authorizing Kevin G. Levy, et al., to act on behalf of Robert M. Bass previously has been filed with the Securities and Exchange Commission. CUSIP NO. 542312103 Schedule 13G Page 14 of 15 EXHIBIT INDEX Exhibit 99.1. Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. EX-99 2 ex99-1sc13g_lonestar.txt EXHIBIT 99.1 CUSIP NO. 542312103 Schedule 13G Page 14 of 15 Exhibit 99.1 Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. /s/ ROBERT W. BRUCE III -------------------------------- ROBERT W. BRUCE III /s/ Kevin G. Levy, -------------------------------- KEVIN G. LEVY, Attorney-in-Fact for: J. TAYLOR CRANDALL(1) THE ANNE T. AND ROBERT M. BASS FOUNDATION (2) ANNE T. BASS (3) ROBERT M. BASS (4) KEYSTONE, INC. By: /s/ Kevin G. Levy, --------------------------- Kevin G. Levy, Vice President (1) A Power of Attorney authorizing Kevin G. Levy, et al., to act on behalf of J. Taylor Crandall previously has been filed with the Securities and Exchange Commission. (2) A Power of Attorney authorizing Kevin G. Levy, 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. (3) A Power of Attorney authorizing Kevin G. Levy, et al., to act on behalf of Anne T. Bass previously has been filed with the Securities and Exchange Commission. (4) A Power of Attorney authorizing Kevin G. Levy, et al., to act on behalf of Robert M. Bass previously has been filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----