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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): May 22, 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 May 22, 1997 the Registrant received an offer from Texas
Industries, Inc. ("TXI") to acquire the outstanding shares of public stock not
currently owned by TXI. The transaction would be in the form of a merger in
which the holders of the public stock would receive $14.25 cash for each share
of public stock outstanding. 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
May 22. 1997 Presenting Offer to Acquire the
Outstanding Shares of Common Stock of
Chaparral Steel Company.
Exhibit 5.2 "Chaparral Steel Board Receives Offer to
Merge" Press Release (Midlothian, Texas - May
22, 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: May 30, 1997 By: /s/ ROBERT C. MOORE
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Robert C. Moore
Vice President & Secretary
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INDEX TO EXHIBITS
Exhibit
Number Description
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5.1 Texas Industries, Inc. Letter to Board of Directors
of Chaparral Steel Company dated May 22. 1997
Presenting Offer to Acquire the Outstanding Shares of
Common Stock of Chaparral Steel Company.
5.2 "Chaparral Steel Board Receives Offer to Merge" Press
Release (Midlothian, Texas - May 22, 1997)
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EXHIBIT 5.1
[TEXAS INDUSTRIES LETTERHEAD]
Robert D. Rogers
President
May 22, 1997
Board of Directors of Chaparral Steel Company
Gentlemen:
Texas Industries, Inc. ("TXI") hereby offers to acquire the outstanding
shares of Common Stock of Chaparral Steel Company ("Chaparral") not currently
owned by TXI (the "Public Stock"). The transaction would be in the form of a
merger in which the holders of the Public Stock would receive $14.25 cash for
each share of Public Stock outstanding. Upon consummation of the merger,
Chaparral would become a wholly-owned subsidiary of TXI.
It is anticipated that, upon completion of the cash merger, TXI will
seek to cause the shares of Common Stock of Chaparral to be delisted from
trading on the New York Stock Exchange and to cause the deregistration of the
shares with the Securities and Exchange Commission.
We understand that you may wish to deliberate on this offer through a
Special Committee of disinterested directors and that such Committee may wish
to retain its own advisors to assist in those deliberations. Following such
deliberations, TXI invites your representatives to meet with its advisors to
discuss this offer. TXI reserves the rights, in its discretion, to amend or
withdraw this offer.
Sincerely,
TEXAS INDUSTRIES, INC.
By: /s/ ROBERT D. ROGERS
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EXHIBIT 5.2
[CHAPARRAL STEEL COMPANY LETTERHEAD]
FOR IMMEDIATE RELEASE
CHAPARRAL STEEL BOARD
RECEIVES OFFER TO MERGE
(Midlothian, Texas - May 22, 1997) The Board of Directors of Chaparral Steel
Company (NYSE-CSM) today announced that it has received an unsolicited offer to
merge with Texas Industries, Inc., owner of 85% of Chaparral Steel.
Under terms of the offer, owners of the publicly traded shares of Chaparral
Steel would receive consideration of $14.25 per share, pursuant to a cash
merger. The Board of Directors has appointed a Special Committee to consider
the offer and make a recommendation to Chaparral's Board. No timetable has
been adopted by the Special Committee for a response to the proposal from Texas
Industries.
Chaparral Steel Company manufactures high quality structural and bar products
from recycled steel for distribution throughout North America.
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