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EXHIBIT 4.5
February 2, 1999
ChaseMellon Shareholder Services L.L.C.
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Vice President -- Stock Transfer Administration
Dear Sir/Madam:
This letter will serve as your certification, pursuant to Sections 12 and
26 of the Rights Agreement, dated as of November 10, 1994 (the "Rights
Agreement"), between the undersigned and ChaseMellon Shareholder Services,
L.L.C., as successor to Chemical Bank, as follows:
(i) Pursuant to Section 11(a)(i) of the Rights Agreement, effective
December 14, 1998, the record date of the undersigned's recent two-for-one
stock split (the "Stock Split"), the Purchase Price set forth in Section
7(b) of the Rights Agreement became $35.00. Since a new Right was issued in
connection with each share of Common Stock issued in the Stock Split, no
adjustment is required to be made to the number of Rights or the shares of
Common Stock for which such Rights are exercisable.
(ii) To fulfill the Company's requirement to notify Rights holders of
the adjustment under Sections 12 and 26 of the Rights Agreement, a
description of this adjustment will be included in the undersigned's Form
10-K for 1998 which will be sent to all holders of Common Stock in early
1999.
(iii) To the extent that the foregoing is deemed to supplement or
amend the Rights Agreement under Section 27, this letter shall effect and
reflect such supplement or amendment and I hereby certified that such
supplement or amendment is in compliance with Section 27 of the Rights
Agreement.
Very truly yours,
LONE STAR INDUSTRIES, INC.
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Vice President, General
Counsel and Secretary
AGREED TO:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By: /s/ XXXXX X. XXXXXXXXX
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Name: Xxxxx X. Xxxxxxxxx
Title: Assistant Vice President
