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As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/15/06 Lone Star Technologies Inc 8-K:1,7,9 8/15/06 12:3.7M Merrill Corp-MD/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report of Material Events or Corporate HTML 35K Changes 2: EX-10.1 Material Contract HTML 334K 3: EX-10.2 Material Contract HTML 190K 4: EX-10.3 Material Contract HTML 215K 5: EX-10.4 Material Contract HTML 27K 6: EX-10.5 Material Contract HTML 354K 7: EX-10.6 Material Contract HTML 274K 8: EX-10.7 Material Contract HTML 237K 9: EX-10.8 Material Contract HTML 173K 10: EX-99.1 Miscellaneous Exhibit HTML 21K 11: EX-99.2 Miscellaneous Exhibit HTML 28K 12: EX-99.3 Miscellaneous Exhibit HTML 53K
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
August 15,
2006
Lone Star Technologies, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
1-12881 |
75-2085454 |
15660 North Dallas
Parkway,
Suite 500
Dallas, Texas 75248
(Address,
including zip code, of principal executive offices)
Registrant’s telephone number, including area code: (972) 770-6401
Not
applicable
(Former
name or former address, if changed since last report)
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into Material Definitive Agreement
On August 15, 2006 Lone Star Technologies, Inc. (“Lone Star”) issued a press release (the “Press Release”) announcing that Lone Star has entered into a definitive agreement to form a joint venture with Hunan Valin Steel Tube & Wire Co., Ltd. (“Valin Tube and Wire”), one of China’s largest steelmakers. Under the agreement, Lone Star would acquire a 40% stake in one of Valin Tube and Wire’s subsidiaries, Hengyang Valin MPM Steel Tube Co. Ltd. (“MPM”), for a consideration of $132 million. Lone Star contemplates a series of future transactions related to the steel tube assets of Valin Tube and Wire in Hengyang, Hunan Province with the expectation that Lone Star would eventually contribute up to an aggregate of $238 million for 47% of such joint venture.
The foregoing is qualified by reference to the related Joint Venture Contract of MPM, the Articles of Association of MPM, the Capital Increase Agreement for MPM, Guaranty from Lone Star in favor of Hengyang Valin Steel Tube Co. Ltd. (“VST”) and Valin Tube and Wire, Form of Shareholders Agreement, Cover Page Agreement (including Forms of MPM Sale, Marketing & Supply Agreement and VST Sale, Marketing & Supply Agreement), Technology Cross License Agreement, Trademark License Agreement and the Press Release, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8 and 99.1, respectively, to this Current Report and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
In connection with its joint venture agreement with Valin Tube and Wire discussed in Item 1.01 of this Current Report, Lone Star is furnishing pursuant to Regulation FD as Exhibits 99.2 and 99.3, respectively, to this Current Report (i) Frequently Asked Questions and (ii) power point slides entitled “Lone Star Technologies, Inc./Hunan Valin Tube and Wire Co., Ltd Joint Venture in China.”
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.
2
Exhibit |
|
Exhibit Title |
10.1 |
|
Joint Venture Contract dated August 15, 2006 of MPM |
10.2 |
|
Articles of Association dated August 15, 2006 of MPM |
10.3 |
|
Capital Increase Agreement dated August 15, 2006 for MPM |
10.4 |
|
Guaranty dated August 15, 2006 from Lone Star in favor of VST and Valin Tube and Wire |
10.5 |
|
Form of Shareholders Agreement |
10.6 |
|
Cover Page Agreement dated August 15, 2006, including Forms of MPM Sale, Marketing & Supply Agreement and VST Sale, Marketing & Supply Agreement |
10.7 |
|
Technology Cross License Agreement dated August 15, 2006 |
10.8 |
|
Trademark License Agreement dated August 15, 2006 |
99.1 |
|
Press Release of Lone Star dated August 15, 2006. |
99.2 |
|
Frequently Asked Questions |
99.3 |
|
Power point slides entitled “Lone Star Technologies, Inc./Hunan Valin Tube and Wire Co., Ltd Joint Venture in China” |
[REMAINDER OF PAGE INTENTIONALLY BLANK.]
[SIGNATURE PAGE FOLLOWS.]
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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LONE STAR TECHNOLOGIES, INC. |
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By: |
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/s/ Rhys J. Best |
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Chairman and Chief Executive Officer |
Date: August 15, 2006 |
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4
Exhibit |
|
Exhibit Title |
10.1 |
|
Joint Venture Contract dated August 15, 2006 of MPM |
10.2 |
|
Articles of Association dated August 15, 2006 of MPM |
10.3 |
|
Capital Increase Agreement dated August 15, 2006 for MPM |
10.4 |
|
Guaranty dated August 15, 2006 from Lone Star in favor of VST and Valin Tube and Wire |
10.5 |
|
Form of Shareholders Agreement |
10.6 |
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Cover Page Agreement dated August 15, 2006, including Forms of MPM Sale, Marketing & Supply Agreement and VST Sale, Marketing & Supply Agreement |
10.7 |
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Technology Cross License Agreement dated August 15, 2006 |
10.8 |
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Trademark License Agreement dated August 15, 2006 |
99.1 |
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Press Release of Lone Star dated August 15, 2006. |
99.2 |
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Frequently Asked Questions |
99.3 |
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Power point slides entitled “Lone Star Technologies, Inc./Hunan Valin Tube and Wire Co., Ltd Joint Venture in China” |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / For Period End: | 8/15/06 | None on these Dates | ||
List all Filings |