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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 25, 1997
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CHAPARRAL STEEL COMPANY
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9944 75-1424624
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
300 Ward Road, Midlothian, Texas 76065
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (972) 775-8241
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On July 25, 1997 the Registrant received a revised offer from Texas
Industries, Inc. ("TXI") to merge with Registrant whereby the holders of the
public stock of Registrant would receive $15.50 cash for each share of public
stock outstanding. The Board of Directors of Registrant has referred the
revised offer to the Board-appointed Special Committee for consideration. Upon
consummation of the merger, the Registrant would become a wholly-owned
subsidiary of TXI.
ITEM 7. EXHIBITS.
Exhibit 5.1 Texas Industries, Inc. Letter to Board of Directors
of Chaparral Steel Company dated July 25, 1997
Presenting Revised Cash Merger Offer to Chaparral
Steel Company.
Exhibit 5.2 "Chaparral Steel Board of Directors Received Revised
Offer to Merge" Press Release (Midlothian, Texas -
July 25, 1997)
SIGNATURES
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.
CHAPARRAL STEEL COMPANY
Date: July 29, 1997 By: /s/ ROBERT C. MOORE
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Robert C. Moore
Vice President & Secretary
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
5.1 Texas Industries, Inc. Letter to Board of Directors
of Chaparral Steel Company dated July 25, 1997
Presenting Revised Cash Merger Offer to Chaparral
Steel Company.
5.2 "Chaparral Steel Board of Directors Received
Revised Offer to Merge" Press Release
(Midlothian, Texas - July 25, 1997)
</TABLE>
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EXHIBIT 5.1
[TEXAS INDUSTRIES EXECUTIVE OFFICES LETTERHEAD]
Robert D. Rogers
President
July 25, 1997
Board of Directors
Chaparral Steel Company
Gentlemen:
Texas Industries, Inc. hereby amends and revises its cash merger offer
of May 22, 1997 from $14.25 to $15.50 in cash for each share of public stock of
Chaparral Steel Company.
Sincerely,
TEXAS INDUSTRIES, INC.
By /s/ ROBERT D. ROGERS
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EXHIBIT 5.2
[CHAPARRAL STEEL COMPANY LETTERHEAD]
F O R I M M E D I A T E R E L E A S E
CHAPARRAL STEEL BOARD OF DIRECTORS
RECEIVED REVISED OFFER TO MERGE
MIDLOTHIAN, TEXAS - JULY 25, 1997 - The Board of Directors of Chaparral Steel
Company (NYSE-CSM) today announced that Texas Industries, Inc. has revised its
offer to merge. Under the terms of the revised offer, owners of the publicly
traded shares of Chaparral Steel would receive $15.50 per share in cash. The
Board of Directors of Chaparral Steel has referred the revised offer to the
Board-appointed Special Committee for consideration.
Chaparral Steel Company manufactures high quality structural and bar products
from recycled steel for distribution throughout North America.
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