0000950142-05-000518.txt : 20120629
0000950142-05-000518.hdr.sgml : 20120629
20050222170223
ACCESSION NUMBER: 0000950142-05-000518
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20050222
DATE AS OF CHANGE: 20050222
GROUP MEMBERS: ALGENPAR, INC.
GROUP MEMBERS: ALPINE CAPITAL, L.P.
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
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: ALPINE CAPITAL LP
CENTRAL INDEX KEY: 0000911382
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 201 MAIN ST STE 3100
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: 817-390-8400
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 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-38032
FILM NUMBER: 05631915
BUSINESS ADDRESS:
STREET 1: 15660 N DALLAS PKWY
STREET 2: SUITE 500
CITY: DALLAS
STATE: TX
ZIP: 75248
BUSINESS PHONE: 9727706401
SC 13D/A
1
sc13da63-lonestar.txt
AMENDMENT NO. 63
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 63)*
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)
February 16, 2005
(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 3,853,672 shares, which
constitutes approximately 13.3% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 29,036,783 shares
outstanding.
================================================================================
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: 1,546,572(1)
Number of Shares
Beneficially ------------------------------------------------
Owned By 8. Shared Voting Power: -0-
Each
Reporting ------------------------------------------------
Person 9. Sole Dispositive Power: 1,546,572(1)
With
------------------------------------------------
10. Shared Dispositive Power: -0-
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,546,572
--------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 5.3%
--------------------------------------------------------------------------------
14. Type of Reporting Person: PN
--------------------------------------------------------------------------------
------------
(1) Power is exercised through its two general partners, Robert W. Bruce III
and Algenpar, Inc.
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 ------------------------------------------------
Owned By 8. Shared Voting Power: 1,574,072(1)
Each
Reporting ------------------------------------------------
Person 9. Sole Dispositive Power: -0-
With
------------------------------------------------
10. Shared Dispositive Power: 1,574,072(1)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,574,072(1)
--------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 5.4%
--------------------------------------------------------------------------------
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 1,546,572 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 27,500 shares.
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 ------------------------------------------------
Owned By 8. Shared Voting Power: 1,546,572(1)(2)
Each
Reporting ------------------------------------------------
Person 9. Sole Dispositive Power: -0-
With
------------------------------------------------
10. Shared Dispositive Power: 1,546,572(1)(2)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,546,572(2)
--------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 5.3%
--------------------------------------------------------------------------------
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.
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 ------------------------------------------------
Owned By 8. Shared Voting Power: 1,574,072(1)
Each
Reporting ------------------------------------------------
Person 9. Sole Dispositive Power: -0-
With
------------------------------------------------
10. Shared Dispositive Power: 1,574,072(1)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,574,072(1)
--------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 5.4%
--------------------------------------------------------------------------------
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 1,546,572 shares, and in his capacity as a director of The Anne T. and
Robert M. Bass Foundation with respect to 27,500 shares.
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: 27,500(1)
Number of Shares
Beneficially ------------------------------------------------
Owned By 8. Shared Voting Power: -0-
Each
Reporting ------------------------------------------------
Person 9. Sole Dispositive Power: 27,500(1)
With
------------------------------------------------
10. Shared Dispositive Power: -0-
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
27,500
--------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 0.1%
--------------------------------------------------------------------------------
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.
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 ------------------------------------------------
Owned By 8. Shared Voting Power: 27,500(1)
Each
Reporting ------------------------------------------------
Person 9. Sole Dispositive Power: -0-
With
------------------------------------------------
10. Shared Dispositive Power: 27,500(1)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
27,500 (1)
--------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 0.1%
--------------------------------------------------------------------------------
14. Type of Reporting Person: IN
--------------------------------------------------------------------------------
------------
(1) Solely in her capacity as a director of The Anne T. and Robert M. Bass
Foundation.
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 ------------------------------------------------
Owned By 8. Shared Voting Power: -0-
Each
Reporting ------------------------------------------------
Person 9. Sole Dispositive Power: 2,279,600(1)
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): 7.9%
--------------------------------------------------------------------------------
14. Type of Reporting Person: CO
--------------------------------------------------------------------------------
------------
(1) Power is exercised through its President and sole director, Robert M. Bass.
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 ------------------------------------------------
Owned By 8. Shared Voting Power: 27,500(1)
Each
Reporting ------------------------------------------------
Person 9. Sole Dispositive Power: 2,279,600(1)
With
------------------------------------------------
10. Shared Dispositive Power: 27,500(1)
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,307,100 (1)
--------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 7.9%
--------------------------------------------------------------------------------
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 27,500 of the shares.
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, Amendment No.
33 dated February 19, 1999, Amendment No. 34 dated October 23, 2000, Amendment
No. 35 dated May 2, 2001, Amendment No. 36 dated October 18, 2002, Amendment No.
37 dated April 28, 2003, Amendment No. 38 dated May 23, 2003, Amendment No. 39
dated June 17, 2003, Amendment No. 40 dated July 21, 2003, Amendment No. 41
dated October 20, 2003, Amendment No. 42 dated December 11, 2003, Amendment No.
43 dated December 22, 2003, Amendment No. 44 dated February 4, 2004, Amendment
No. 45 dated March 31, 2004, Amendment No. 46 dated April 15, 2004, Amendment
No. 47 dated April 19, 2004, Amendment No. 48 dated April 26, 2004, Amendment
No. 49 dated May 5, 2004, Amendment No. 50 dated May 13, 2004, Amendment No. 51
dated May 26, 2004, Amendment No. 52 dated July 20, 2004, Amendment No. 53 dated
August 2, 2004, Amendment No. 54 dated August 11, 2004, Amendment No. 55 dated
August 24, 2004, Amendment No. 56 dated October 20, 2004, Amendment No. 57 dated
December 2, 2004, Amendment No. 58 dated December 14, 2004, Amendment No. 59
dated December 27, 2004, Amendment No. 60 dated January 27, 2005, Amendment No.
61 dated February 2, 2005 and Amendment No. 62 dated February 9, 2005 (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.
No material change.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by adding at the end thereof the following:
On February 22, 2005, Alpine Capital, L.P. entered into a written plan
pursuant to Rule 10b5-1 under the Act, under which Alpine Capital has instructed
Bear Stearns & Co. Inc., as its agent, to sell up to one million shares of the
Stock from February 22, 2005 through May 23, 2005, subject to the terms,
conditions and restrictions set forth in the plan.
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 1,546,572, which
constitutes approximately 5.3% 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 1,574,072 shares of the
Stock, which constitutes approximately 5.4% 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 1,546,572 shares of the Stock, which constitutes approximately 5.3% 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 1,574,072 shares of the Stock, which constitutes approximately
5.4% 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 27,500, which
constitutes approximately 0.1% 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
27,500 shares of the Stock, which constitutes approximately 0.1% 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 7.9% 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 2,307,100
shares of the Stock, which constitutes approximately 7.9% 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
1,546,572 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
1,546,572 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 27,500 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
1,546,572 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 1,546,572 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 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 2,279,600 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 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 2,279,600 shares of the Stock.
(c) Since the most recent filing on Schedule 13D, Alpine has sold shares of
the Stock in open market transactions on the New York Stock Exchange as follows:
DATE NO. OF UNITS SOLD PRICE PER UNIT
---- ----------------- --------------
02/10/05 68,500 $41.06
02/11/05 86,000 $41.07
02/14/05 57,000 $42.14
02/15/05 44,000 $42.95
02/16/05 71,600 $43.49
02/17/05 46,000 $44.09
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 shares of the Stock since the most recent
filing on Schedule 13D.
(d) - (e)
No material change.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
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.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith.
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: February 22, 2005
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/ Kevin G. Levy
-------------------------------
Kevin G. Levy,
Vice President
/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.
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith.
EX-99
3
ex991_sc13da63-lonestar.txt
EXHIBIT 99.1
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.
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/ Kevin G. Levy
-------------------------------
Kevin G. Levy,
Vice President
/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.