EXHIBIT 2
November 13, 1995
Lone Star Industries, Inc.
000 Xxxxx Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000-0000
Gentlemen:
This will confirm the agreement between us
(on a several basis) and you as follows:
(i) We are today agreeing to sell,
assign and deliver to you an aggregate of
600,000 shares of Common Stock of Lone Star
Industries, Inc. (the "Shares") at a price of
$23.528 per Share (the "Sale"). The number
of shares being sold by each of us is set
forth opposite our signatures below.
(ii) The parties hereto have full power
and authority to execute and deliver this
Agreement and to consummate the transactions
contemplated hereby. This Agreement has been
duly authorized and validly executed and
delivered and constitutes each party's legal,
valid and binding obligation, enforceable in
accordance with its terms.
(iii) Each of us is the lawful
beneficial owner of the Shares set forth
opposite our respective signatures, and will
transfer to you good and marketable title to
such Shares, fee and clear of (i) any and
all security interests, liens, pledges,
claims of third parties of any nature
whatsoever, charges, escrows, encumbrances,
rights of first refusal, mortgages,
indentures, security agreements or other
agreements, arrangements, contracts,
commitments, understandings or obligations,
whether written or oral; (ii) options,
warrants or other rights to purchase; and
(iii) any and all other agreements,
understandings or restrictions affecting the
voting rights and other incidents of record
or beneficial ownership pertaining thereto.
(iv) In case at any time hereafter any
further action is necessary or desirable to
carry out the purposes of this Agreement, the
parties will take all such necessary action.
(v) Each party represents and warrants
that no broker, finder, investment banker or
other similar agent is entitled to any
brokerage, finder's or other fee or
commission in connection with this Agreement
or the transactions contemplated hereby based
upon any agreement, written or oral, made by
such party or on such party's behalf.
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Lone Star Industries, Inc.
November 13, 1995
Page 2
(vi) The Sale will be settled on
November 14, 1995 by the following means:
through our clearing broker, Spear Leeds &
Xxxxxxx, we will prior to noon on that date
deliver the Shares to your transfer agent,
Chemical Bank, 000 Xxxx 00xx Xxxxxx, Xxx
Xxxx, XX 00000-0000, through the DWAC
system. You will instruct your transfer
agent to receive the Shares into your
account. You will promptly upon confirmation
of that delivery remit the purchase price to
us by wire transfer not later than 2:00 p.m.
on that date, to the accounts specified in
Exhibit A hereto. Your obligation to remit
those funds to us against delivery of the
Shares shall be absolute and shall not be
subject to offset or recoupment.
If the foregoing comports with the agreement between
you and us, please sign in the space indicated below.
Number of Shares Very truly yours,
XXXXXXXXX & CO., L.P.
250,000 By: /s/Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Vice President of
Xxxxxxxxx Partners, L.P.,
its General Partner
XXXXXXXXX INTERNATIONAL LIMITED
300,000 By: /s/Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Vice President of
Xxxxxxxxx Partners Inc.,
its Agent
XXXXXXXXX FOCUS FUND L.P.
50,000 By: /s/Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Vice President of
Xxxxxxxxx Partners, L.P.,
its General Partner
AGREED TO:
LONE STAR INDUSTRIES, INC.
By: /s/Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President, General
Counsel and Secretary
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EXHIBIT A
Wire Transfer Instructions
For Xxxxxxxxx & Co., L.P. ($5,882,000):
Chemical Bank
ABA 021-000128
a/c #066-005442
a/c name: Spear Leeds & Xxxxxxx
a/c # 4132-5519
a/c name: Xxxxxxxxx & Co., L.P.
For Xxxxxxxxx International Limited ($7,058,400):
Chemical Bank
ABA 021-000128
a/c #066-005442
a/c name: Spear Leeds & Xxxxxxx
a/c # 41XK-5519
a/c name: Xxxxxxxxx International Limited
For Xxxxxxxxx Focus Fund L.P. ($1,176,400):
Chemical Bank
ABA 021-000128
a/c #066-005442
a/c name: Spear Leeds & Xxxxxxx
a/c # 45JH-5519
a/c name: Xxxxxxxxx Focus Fund L.P.
