<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED).
For the fiscal year ended May 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED).
For the transition period from ________________ to ________________
Commission File Number 1-4887
TEXAS INDUSTRIES, INC.
(Exact name of registrant as specified in the charter)
Delaware 75-0832210
(State or other jurisdiction of (I. R. S. Employer Identification No.)
incorporation or organization)
7610 Stemmons Freeway, #200, Dallas, Texas 75247
------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214)647-6700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
----------------------- -----------------------------------------
Common stock, Par Value $1.00 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ].
The aggregate market value of the Registrant's Common Stock, $1.00 par
value, held by non-affiliates of the Registrant as of August 5, 1994 was
$422,504,906. As of August 5, 1994, 12,490,749 shares of the Registrant's
Common Stock, $1.00 par value, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE.
Portions of the Registrant's Annual Report to Shareholders for the year
ended May 31, 1994 included as Exhibit 13 to this Annual Report, are
incorporated by reference into Parts I and II.
Portions of the Registrant's definitive proxy statement for the annual
meeting of shareholders to be held October 18, 1994 (SEC File Number:
1.001-04887), are incorporated by reference into Part III.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
PART I
<S> <C> <C>
Item 1. Business.......................................... 3
Item 2. Properties........................................ 7
Item 3. Legal Proceedings................................. 7
Item 4. Submission of Matters to a Vote of
Security Holders................................. 7
<CAPTION>
PART II
<S> <C> <C>
Item 5. Market for the Registrant's Common Stock and
Related Security Holder Matters.................. 8
Item 6. Selected Financial Data........................... 8
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of
Operations....................................... 8
Item 8. Financial Statements and Supplementary
Data............................................. 8
Item 9. Disagreements on Accounting and Financial
Disclosure....................................... 8
<CAPTION>
PART III
<S> <C> <C>
Item 10. Directors and Executive Officers of the
Registrant....................................... 9
Item 11. Executive Compensation............................ 9
Item 12. Security Ownership of Certain Beneficial
Owners and Management............................ 10
Item 13. Certain Relationships and Related
Transactions..................................... 12
<CAPTION>
PART IV
<S> <C> <C>
Item 14. Exhibits, Financial Statements, Schedules
and Reports on Form 8-K.......................... 13
</TABLE>
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<PAGE>
PART I
ITEM 1. BUSINESS
--------
(a) General Development of Business
Texas Industries, Inc. (the "Registrant" or "Company"), incorporated April
19, 1951, directly and through subsidiaries, is a producer of steel and
cement/concrete products for the construction and manufacturing industries. In
November 1985, the Registrant purchased the remaining 50% interest in Chaparral
Steel Company ("Chaparral"). Chaparral sold 5,940,000 shares of its common
stock in a public offering for approximately $83 million in July 1988.
Brookhollow owns commercially zoned land for investment, resale and other real
estate activities.
(b) Financial Information about Industry Segments
For a description of Registrant's industry segments, refer to Notes to
Consolidated Financial Statements entitled "Business Segments" on page 14 of the
Registrant's Annual Report to Shareholders for the year ended May 31, 1994,
incorporated herein by reference.
(c) Narrative Description of Business
STEEL OPERATIONS
Chaparral, an 81 percent-owned subsidiary, has operated a steel mill at
Midlothian, Texas, since 1975. The steel operation follows a market mill
concept which entails the low cost production of a wide variety of products
ranging from reinforcing bar and specialty products to large-sized structural
beams. Chaparral operates two electric arc furnaces with continuous casters
which feed a bar mill, a structural mill and a large beam mill which together
produce a broader array of steel products than a traditional mini-mill.
Finished products produced include beams, merchant quality rounds, special bar
quality rounds, rebar and channels. In fiscal year 1992, commissioning was
completed on the new large beam mill, with a rolling capacity exceeding 400,000
tons per year, which produces structural steel beams up to twenty-four inches
wide. The current rated production capacity of the melting operation exceeds
1.5 million tons per year; the rolling capacity is 2.0 million tons per year.
Approximately 1.4 million tons of finished products were produced in 1994.
Chaparral's primary raw material is scrap steel, which includes shredded
steel. A major portion of the shredded steel requirements are produced by the
shredder operation at the steel mill. The shredded material is primarily
composed of crushed auto bodies purchased on the open market. The supply of
scrap steel is expected to be adequate to meet future requirements.
Chaparral's products are marketed in 44 states and to a limited extent in
Canada, Mexico, Western Europe, China and Japan. Sales are primarily to the
construction industry and to the railroad, defense, automotive, mobile home and
energy industries. Chaparral's principal customers are steel service centers,
steel fabricators, forgers and original equipment manufacturers. No single
customer purchases ten percent or more of the sales volume within any one year.
Sales to affiliates are minimal. Orders are generally filled within 45 days and
are cancelable.
Chaparral competes with steel producers, including foreign producers, on
the basis of price, quality and service. Certain of the foreign and domestic
competitors, including both large integrated steel producers and mini-mills,
have substantially greater assets and larger sales organizations than Chaparral.
Intense sales competition exists for substantially all of Chaparral's products.
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<PAGE>
Chaparral's steel mill consumes large amounts of electricity and natural
gas. Electricity is obtained from a local electric utility under an
interruptible supply contract with six-month price adjustments which reflect
increases or decreases in the utility's fuel costs. Natural gas is obtained
from a local gas utility under a supply contract. Chaparral believes that
adequate supplies of both electricity and natural gas are readily available.
Delivery of finished products is accomplished by common-carrier, customer-
owned trucks, rail and barge. Chaparral also operates two distribution
facilities. Currently, Chaparral does not place heavy reliance on franchises,
licenses or concessions.
CEMENT/CONCRETE
The cement/concrete business segment includes the manufacture and sale of
cement, aggregates, ready-mix concrete, concrete pipe, block and brick.
Production and distribution facilities are concentrated in Texas and Louisiana
with markets extending into contiguous states. The Registrant also has certain
patented and unpatented mining claims in Southern California which contain
deposits of limestone.
Cement production facilities are located at two sites in Texas: one at
Midlothian, approximately 25 miles south of Dallas/Fort Worth, which is the
largest cement plant in Texas, and the other at Hunter, approximately 40 miles
south of Austin. The limestone reserves used as the primary raw material are
located on fee-owned property which is adjacent to each of these plants. The
rated annual capacity and estimated minimum reserves of limestone for each of
these plants are as follows:
<TABLE>
<CAPTION>
Annual Rated Productive Estimated Minimum
Plant Capacity - (Tons of Clinker) Reserves - Years
----- ---------------------------- -----------------
<S> <C> <C>
Midlothian, Texas 1,200,000 100
Hunter, Texas 750,000 100
</TABLE>
The cement plants produced approximately 2.0 million tons of finished
cement in 1994, 1.7 million tons in 1993 and 1.4 million tons in 1992. Annual
shipments of finished cement to outside trade customers were approximately 1.6
million tons in 1994, 1.2 million tons in 1993 and 1.0 million tons in 1992.
Additional shipments of clinker were approximately .4 million tons in 1994, .6
million tons in 1993 and .5 million tons in 1992.
The Registrant's principal marketing area for cement includes Texas,
Louisiana, Colorado, Oklahoma, and New Mexico. Sales offices are maintained
throughout the marketing area and sales are made primarily for use in the
construction industry to numerous customers, no one of which would purchase ten
percent or more of the trade sales volume within any one year. The major volume
of unit trade sales is of standard portland cement, although the Registrant
produces and markets a variety of specialty cements.
The Registrant distributes cement from its plants by rail and truck to 8
distribution terminals located throughout the marketing area.
The Registrant's aggregate business, which includes sand, gravel, crushed
limestone and expanded shale and clay, is conducted from facilities primarily
serving Dallas/Fort Worth, Austin and Houston, Texas, and Alexandria, New
Orleans, Baton Rouge, and Monroe, Louisiana, areas. The following table
summarizes certain information about the Registrant's aggregate production
facilities:
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<PAGE>
<TABLE>
<CAPTION>
Estimated Annual Estimated
Type of Number of Productive Minimum
General Location Facility Plants Capacity Reserves - Years
- - -------------------- ------------------ ---------- ------------------- ----------------
<S> <C> <C> <C> <C>
North Central Texas Sand & Gravel 3 3.0 million tons 7
North Central Texas Crushed
Limestone 1 4.5 million tons 30
North Central and Expanded Shale
South Texas & Clay 2 1.2 million cu. yds. 25
Louisiana Sand & Gravel 9 5.0 million tons 8
Central Texas Sand & Gravel 1 900,000 tons 18
South Central
Oklahoma Sand & Gravel 1 600,000 tons 13
</TABLE>
The reserves shown above are contained on 26,728 acres of land, 12,090
acres of which are owned in fee by the Registrant and the remainder of which are
leased. The expanded shale and clay plants operated at 80 percent of capacity
for 1994 with sales of approximately 928,000 cubic yards. Production for the
remaining aggregate facilities was 79 percent of practical capacity and sales
for the year totaled 10.8 million tons, of which approximately 8.0 million tons
were shipped to outside trade customers.
Sales of these various aggregates are generally related to the level of
construction activity within close proximity of the plant location. The cost of
transportation limits the marketing of these products to the areas relatively
close to the plant sites. These products are marketed by the Registrant's sales
organization located in the areas served by the plants and are sold to numerous
customers, no one of which would be considered significant to the Registrant's
business. The distribution of these products is provided to trade customers
principally by contract and customer-owned haulers, and a limited amount of
these products is distributed by rail for affiliated usage.
The Registrant's ready-mix concrete operations are located in three areas
in Texas (Dallas/Fort Worth, East Texas and Houston) and four areas in Louisiana
(New Orleans, Alexandria, Shreveport and Monroe). The following table
summarizes various information concerning these facilities:
<TABLE>
<CAPTION>
Location Number of Plants Number of Trucks
-------- ---------------- ----------------
<S> <C> <C>
Texas 18 176
Louisiana 11 89
</TABLE>
The plants listed above are located on sites owned and leased by the
Registrant. The Registrant manufactures and supplies a substantial amount of
the cement and aggregates used by the ready-mix plants with the remainder being
purchased from outside suppliers. Ready-mix concrete is sold to various
contractors in the construction industry, no one of which would be considered
significant to the Registrant's business.
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<PAGE>
The remainder of the major products manufactured and marketed by the
Registrant within the concrete products segment are summarized by location
below:
<TABLE>
<CAPTION>
Location Products Produced/Sold
-------- ----------------------
<S> <C>
Dallas/Fort Worth, Texas Concrete block and brick
Sakrete and related products
Houston, Texas Sakrete and related products
Corpus Christi, Texas Concrete block and pipe
New Orleans, Louisiana Concrete pipe
Alexandria, Louisiana Concrete block and brick
Concrete pipe
Shreveport, Louisiana Concrete block and pipe
Sakrete and related products
Bridge Spans
Athens, Texas Clay Brick
</TABLE>
The plant sites for the above products (except for one that is leased) are
owned by the Registrant. The products are marketed by the Registrant's sales
force in each of these locations, and are primarily delivered by trucks owned by
the Registrant. Because the cost of delivery is significant to the overall cost
of most of these products, the market area is generally restricted to within
approximately one hundred miles of the plant locations. These products are sold
to various contractors, owners and distributors, none of which would be
considered significant to the Registrant's business.
Currently, Registrant does not place heavy reliance on patents, franchises,
licenses or concessions related to its cement/concrete segment. The
Registrant's cement plants and expanded shale and clay plants can burn either
coal, natural gas or other high BTU fossil fuels.
In most of the Registrant's principal markets for concrete products, the
Registrant competes vigorously with at least three other vertically integrated
concrete companies. The Registrant believes that it is a significant
participant in each of the Texas and Louisiana concrete products markets. The
principal methods of competition in concrete products markets are quality and
service at competitive prices.
The Registrant is involved in the development of its surplus real estate
and real estate acquired for development of high quality industrial, office and
multi-use parks in the metropolitan areas of Dallas/Fort Worth and Houston,
Texas and Richmond, Virginia.
ENVIRONMENTAL MATTERS
The operations of the Company and its subsidiaries are subject to various
federal and state environmental laws and regulations. Under these laws the U.
S. Environmental Protection Agency ("EPA") and agencies of state government have
the authority to promulgate regulations which could result in substantial
expenditures for pollution control and solid waste treatment. Three major areas
regulated by these authorities are air quality, water quality and hazardous
waste management. Pursuant to these laws and regulations emission sources at
the Company's facilities are regulated by a combination of permit limitations
and emission standards of statewide application, and the Company believes that
it is in substantial compliance with its permit limitations and applicable laws
and regulations.
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<PAGE>
Chaparral's steel mill generates, in the same manner as other steel mills
in the industry, electric arc furnace ("EAF") dust that contains lead, chromium
and cadmium. The EPA has listed this EAF dust, which Chaparral collects in
baghouses, as a hazardous waste. Chaparral has contracts with reclamation
facilities in the United States and Mexico pursuant to which such facilities
receive the EAF dust generated by the steel mill and recover the metals from the
dust for reuse, thus rendering the dust non-hazardous. In addition, Chaparral
is continually investigating alternative reclamation technologies and has
implemented processes for diminishing the amount of EAF dust generated.
Under a permit, the Company substitutes recycled high BTU liquid waste
materials for fossil fuel, principally coal, at its Midlothian cement plant.
Use of these recycled materials not only diminishes the amount of air emissions
as compared to coal but contributes to the reduction of waste and to the
conservation of depleting natural resources. The Company's part B permit
application to utilize these recycled materials is currently being processed by
the Texas Natural Resource Conservation Commission.
The Company intends to comply with all legal requirements regarding the
environment but since many of these requirements are not fixed, presently
determinable, or are likely to be affected by future legislation or rule making
by government agencies, it is not possible to accurately predict the aggregate
future costs or benefits of compliance and their effect on the Company's
operations, future net income or financial condition. Notwithstanding such
compliance, if damage to persons or property or contamination of the environment
has been or is caused by the conduct of the Company's business or by hazardous
substances or wastes used in, generated or disposed of by the Company, the
Company may be held liable for such damages and be required to pay the cost of
investigation and remediation of such contamination. The amount of such
liability could be material. Changes in federal or state laws, regulations or
requirements or discovery of unknown conditions could require additional
expenditures by or provide additional benefits to the Company.
OTHER ITEMS
The Registrant provides products for the construction industry. It is not
uncommon for the Registrant to report a loss from its cement/concrete operations
in the quarter ending February due to adverse weather conditions. The dollar
amount of Registrant's backlog of orders is not considered material to an
understanding of the business of the Registrant.
Registrant's enterprise employs approximately 2,700 persons.
ITEM 2. PROPERTIES
----------
The information required by this item is included in the answer to Item 1.
ITEM 3. LEGAL PROCEEDINGS
-----------------
There are no pending legal proceedings against the Registrant and
subsidiaries which in management's judgement (based upon the opinion of counsel)
would have a material adverse effect on the consolidated financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
None
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<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDERS
---------------------------------------------------------------------
MATTERS
-------
Common Stock market prices, dividends and certain other items as shown in
the "Quarterly Financial Information" located on page 14 of the Registrant's
Annual Report to Shareholders for the year ended May 31, 1994, are incorporated
herein by reference. The restriction on the payment of dividends described in
the Notes to Consolidated Financial Statements entitled "Long-Term Debt" on
pages 11 and 12 of the Registrant's Annual Report to Shareholders for the year
ended May 31, 1994, is incorporated herein by reference. At the July 1990 Board
of Directors' meeting, the Directors voted to reduce the quarterly cash dividend
from twenty cents per share to five cents per share.
ITEM 6. SELECTED FINANCIAL DATA
-----------------------
The "Selected Financial Data" on Page 3 of the Registrant's Annual Report
to Shareholders for the year ended May 31, 1994, is incorporated herein by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
The "Discussion of Results of Operations & Financial Condition" on pages 4
through 6 of the Registrant's Annual Report to Shareholders for the year ended
May 31, 1994, is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
The following Consolidated Financial Statements of the Registrant and its
subsidiaries, included in the Registrant's Annual Report to Shareholders for the
year ended May 31, 1994, are incorporated herein by reference:
Consolidated Balance Sheets - May 31, 1994 and 1993
Consolidated Statements of Income - Years ended May 31, 1994, 1993 and 1992
Consolidated Statements of Cash Flows - Years ended May 31, 1994, 1993 and
1992
Consolidated Statements of Shareholders' Equity - Years ended May 31, 1994,
1993 and 1992
Notes to Consolidated Financial Statements
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
-----------------------------------------------------
None
-8-
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
Reference is made to "Election of Directors" on Page 3 of Registrant's
Proxy Statement for the Annual Meeting of Shareholders to be held October 18,
1994. Information on executive officers of the Registrant is presented below:
<TABLE>
<CAPTION>
Positions with Registrant, Other
Name Age Employment During Last Five (5) Years
- - ---- --- -------------------------------------
<S> <C> <C>
Robert D. Rogers 58 President and Chief Executive Officer and Director
Melvin G. Brekhus 45 1989, Technical Manager, Missouri Portland Cement
Co. and Davenport Cement; 1989 to 1991, Divisional
Vice President - Cement Production; 1991 to present,
Vice President - Cement Production
Brooke E. Brewer 52 Vice President - Human Resources
Roman J. Figueroa 48 1989, Manager, Texas Aggregates Production; 1989
to 1991, Divisional Vice President - Texas
Aggregates; 1991 to present, Vice President -
Aggregates
Richard M. Fowler 51 Senior Vice President - Finance, Chaparral
Steel Company; 1989 to present,
Vice President - Finance and Chief Financial Officer
James R. McCraw 50 1989 to 1991, Controller; 1991 to present,
Vice President - Controller
Robert C. Moore 60 Vice President - General Counsel and Secretary
Burl W. Ruth 46 1989 to 1991, Divisional Vice President - South
Texas Concrete; 1991 to present, Vice President -
Concrete
Tommy A. Valenta 45 1989 to 1991, Divisional Vice President - North
Texas Ready Mix; 1991 to present, Vice President -
North Texas Concrete/Cement Marketing
Kenneth R. Allen 37 1989 to 1990, Corporate Financial Manager; 1990 to
1991, Director of Investor Relations; 1991 to present,
Treasurer
</TABLE>
ITEM 11. EXECUTIVE COMPENSATION
----------------------
Reference is made to "Executive Compensation" and "Report of the
Compensation Committee on Executive Compensation" on pages 6 through 11 of the
Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held
October 18, 1994.
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<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
(a) Security Ownership of Certain Beneficial Owners
The following table furnishes information concerning all persons known to
the Company to beneficially own 5% or more of any class of voting stock of the
Company as of August 5, 1994.
Beneficial Ownership Table
- - --------------------------
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of Title of of Percent
Beneficial Owner Security Beneficial Ownership of Class
----------------------- -------- -------------------- --------
<S> <C> <C> <C>
Co-Steel, Inc. Common Stock 1,216,652 shares (1) 9.7%
Scotia Plaza
40 King Street West, Suite 5010
P. O. Box 130
Toronto, Ontario, Canada M5H3Y2
Dietche & Field Advisors, Inc. Common Stock 814,000 shares (2) 6.5%
437 Madison Avenue
New York, NY 10022
FMR Corp. Common Stock 1,245,900 shares (3) 10.0%
82 Devonshire Street
Boston, Massachusetts 02109
Trimark Investment Management, Inc. Common Stock 752,835 shares (4) 6.0%
Scotia Plaza
40 King Street West, Suite 5200
Toronto, Ontario, Canada M5H3Z3
Gerald R. Heffernan $5 Cumulative 2,500 shares 41.8%
22 St. Clair Avenue E., Suite 1700 Preferred Stock
Toronto, Ontario, Canada M4T2S3
Sally M. Eldredge (Mrs.) $5 Cumulative 315 shares 5.3%
P. O. Box 539 Preferred Stock
Newport, New Hampshire 03773
KINSAT $5 Cumulative 551 shares 9.2%
Bankers Trust Co. Preferred Stock
P. O. Box 704
Church Street Station
New York, New York 10015
John C. McCrillis $5 Cumulative 315 shares 5.3%
P. O. Box 458 Preferred Stock
Newport, New Hampshire 03773
Merrill Lynch, Pierce, $5 Cumulative 1,213 shares 20.2%
Fenner and Smith, Inc. Preferred Stock
P. O. Box 12006
Newark, New Jersey 07101
</TABLE>
- - ----------------------------
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<PAGE>
Beneficial Ownership Table Footnotes
(1) Robert D. Rogers, Gordon E. Forward and Richard M. Fowler have sole
voting power as co-trustees under a Voting Trust which expires
August 29, 1995, and Co-Steel, Inc. has sole dispositive power.
(2) Based on Schedule 13G dated March 11, 1994 which indicates that
Dietche & Field Advisors, Inc. has sole voting and dispositive power
over 814,000 shares.
(3) Based on Schedule 13G dated June 6, 1994 which indicates that FMR
Corp. has sole voting power over 48,900 shares and sole dispositive
power over 1,245,900 shares.
(4) Based on Amendment 4 to Schedule 13G dated February 12, 1993 which
indicates that Trimark Investment Management, Inc. has sole voting
and dispositive power over 752,835 shares.
(b) Security Ownership of Management
The following table sets forth as of August 5, 1994, the approximate
number of shares of Common Stock and common stock of Chaparral Steel Company
("Chaparral") beneficially owned by each director, by each executive officer
named in the Summary Compensation Table on page 6 of the Registrant's Proxy
Statement for the Annual Meeting of Shareholders and by all directors and
executive officers of the Company as a group.
Management Ownership Table
- - --------------------------
<TABLE>
<CAPTION>
COMPANY CHAPARRAL
COMMON SHARES COMMON SHARES
------------------------ ----------------------
Beneficially Beneficially
Owned ** %(1) Owned** %(2)
----------- ------- ------------ -------
<S> <C> <C> <C> <C>
Robert Alpert........................................ 3,555 (3) * 1,000 *
Melvin G. Brekhus.................................... 5,112 (3) * None *
Gordon E. Forward.................................... 52,974 (3) * 89,100 (4) *
Richard M. Fowler.................................... 41,332 (3) * 36,100 (4) *
Richard I. Galland................................... 8,807 (3) * 3,000 *
Gerald R. Heffernan(5)(6)............................ 111,000 (3) * None *
Robert C. Moore...................................... 13,167 (3) * 16,600 (4) *
Ralph B. Rogers(7)................................... 32,434 * 5,000 *
Robert D. Rogers(8).................................. 149,320 (3) 1.2% 106,800 (4) *
Tommy A. Valenta..................................... 4,950 (3) * None *
Ian Wachtmeister(9).................................. 3,371 (3) * None *
All Directors and Executive Officers as a Group (10
Persons)............................................. 451,503 (3) 3.6% 259,650 (4) *
</TABLE>
- - -----------------------
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<PAGE>
Management Ownership Table Footnotes
* Represents less than one percent (1%) of the total number of shares
outstanding.
** Except as indicated in the notes below, each person has the sole voting
and investment authority with respect to the shares set forth in the
above table.
(1) Based on the sum of (i) 12,490,749 shares of Common Stock, which on
August 5, 1994, was the approximate number of shares outstanding, and
(ii) the number of shares subject to options exercisable by such
person(s) within 60 days of such date.
(2) Based on the sum of (i) 29,679,900 shares of common stock, which on
August 5, 1994, was the approximate number of shares outstanding, and
(ii) the number of shares subject to options exercisable by such
person(s) within 60 days of such date.
(3) Includes, with respect to such person(s), shares of Common Stock
subject to options exercisable within 60 days of August 5, 1994, as
follows: Robert D. Rogers, 20,000 shares; Robert Alpert, 1,000 shares;
Melvin G. Brekhus, 4,600 shares; Gordon E. Forward, 5,490 shares;
Richard M. Fowler, 9,300 shares; Richard I. Galland, 1,000 shares;
Gerald R. Heffernan, 1,000 shares; Robert C. Moore, 8,300 shares; Tommy
A. Valenta, 4,600 shares; Ian Wachtmeister, 1,000 shares; and all
Directors and Executive Officers as a group, 74,490 shares.
(4) Includes, with respect to such person(s), shares of common stock
subject to options exercisable within 60 days of August 5, 1994 as
follows: Gordon E. Forward, 74,000 shares; Richard M. Fowler, 35,000
shares; Robert C. Moore, 16,000 shares; Robert D. Rogers, 66,000
shares; and all Directors and Executive Officers as a group, 193,000
shares.
(5) Mr. Heffernan owns 2,500 shares of $5 Preferred Stock approximately
41.8% of the class outstanding. See Security Ownership of Certain
Beneficial Owners and Management.
(6) The wife of Mr. Heffernan owns 971 shares of Common Stock as to which
he disclaims beneficial ownership.
(7) The wife of Mr. Rogers owns 5,214 shares of Common Stock, as to which
he disclaims beneficial ownership.
(8) The wife of Mr. Rogers owns 4,000 shares of Chaparral common stock, as
to which he disclaims beneficial ownership.
(9) Includes 100 shares of Common Stock owned by the wife of Mr.
Wachtmeister.
(c) Changes in Control
Registrant knows of no contractual arrangements which may at a subsequent
date result in a change in control of the Registrant.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
None
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<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
-----------------------------------------------------------------
(a)(1) and (2) The response to this portion of Item 14 is submitted as a
separate section of this report.
(a)(3) Listing of Exhibits
3. Articles of Incorporation (previously filed and incorporated herein by
reference)
4. Instruments defining rights of security holders (previously filed and
incorporated herein by reference)
The Registrant agrees to furnish to the Commission, upon request, copies of
all instruments with respect to long-term debt not being registered where the
total amount of securities authorized thereunder does not exceed 10% of the
total assets of Registrant and its subsidiaries on a consolidated basis.
11. Statement re: computation of per share earnings
13. Annual report to security holders
Registrant's annual report to security holders for its last fiscal year,
except for those portions thereof which are expressly incorporated by reference
in this filing, is furnished for the information of the Commission and is not to
be deemed "filed" as part of this filing. Since the financial statements in the
report have been incorporated by reference in this filing, the accountant's
certificate is manually signed in the signed copy of this filing.
21. Subsidiaries of the Registrant
23. Consent of Independent Auditors
24. Power of attorney for certain members of the Board of Directors
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended May 31, 1994.
(c) Exhibits
The response to this portion of Item 14 is submitted as a separate section
of this report.
(d) Financial Statement Schedules
The response to this portion of Item 14 is submitted as a separate section
of this report.
-13-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the issuer has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on the 26th day of August,
1994.
TEXAS INDUSTRIES, INC.
By /s/ Robert D. Rogers
----------------------------------
Robert D. Rogers, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert D. Rogers President and Chief August 26, 1994
- - ------------------------- Executive Officer
Robert D. Rogers (Principal Executive Officer)
/s/ Richard M. Fowler Vice President - Finance and August 26, 1994
- - ------------------------- Chief Financial Officer
Richard M. Fowler (Principal Financial Officer)
/s/ James R. McCraw Vice President - Controller August 26, 1994
- - ------------------------- (Principal Accounting Officer)
James R. McCraw
Director August 26, 1994
- - -------------------------
Robert Alpert
/s/ Gordon E. Forward* Director August 26, 1994
- - -------------------------
Gordon E. Forward
/s/ Richard I. Galland* Director August 26, 1994
- - -------------------------
Richard I. Galland
/s/ Gerald R. Heffernan* Director August 26, 1994
- - -------------------------
Gerald R. Heffernan
/s/ Ralph B. Rogers* Director August 26, 1994
- - -------------------------
Ralph B. Rogers
/s/ Robert D. Rogers Director August 26, 1994
- - -------------------------
Robert D. Rogers
/s/ Ian Wachtmeister* Director August 26, 1994
- - -------------------------
Ian Wachtmeister
* BY /s/ James R. McCraw Vice President - Controller August 26, 1994
-----------------------
James R. McCraw
</TABLE>
-14-
<PAGE>
ANNUAL REPORT ON FORM 10-K
ITEM 14(a)(1) and (2), (c) and (d)
YEAR ENDED MAY 31, 1994
TEXAS INDUSTRIES, INC. AND SUBSIDIARIES
DALLAS, TEXAS
LIST OF FINANCIAL STATEMENTS AND SCHEDULES
FINANCIAL STATEMENT SCHEDULES
INDEX TO EXHIBITS
CERTAIN EXHIBITS
<PAGE>
F - 1
FORM 10-K
ITEM 14(a)(1) and (2) and ITEM 14(d)
LIST OF FINANCIAL STATEMENTS AND SCHEDULES
The following consolidated financial statements of Texas Industries, Inc.,
and subsidiaries included in the annual report of the Company to its
shareholders for the year ended May 31, 1994, are incorporated herein by
reference:
TEXAS INDUSTRIES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets - May 31, 1994 and 1993
Consolidated Statements of Income - Years ended May 31, 1994, 1993 and
1992.
Consolidated Statements of Cash Flows - Years ended May 31, 1994, 1993 and
1992.
Consolidated Statements of Shareholders' Equity - Years ended May 31, 1994,
1993 and 1992.
Notes to Consolidated Financial Statements
Report of Independent Auditors
The following consolidated financial statement schedules for the years
ended May 31, 1994, 1993 and 1992 are submitted herewith:
Schedule III - Financial information of Registrant
Schedule V - Property, plant and equipment
Schedule VI - Accumulated depreciation, depletion and amortization
of property, plant and equipment.
Schedule IX - Short-term borrowings
Schedule X - Supplementary income statement information
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions, or are inapplicable, and therefore,
have been omitted.
<PAGE>
F - 2
SCHEDULE III - FINANCIAL INFORMATION OF REGISTRANT
BALANCE SHEETS
TEXAS INDUSTRIES, INC.*
<TABLE>
<CAPTION>
May 31,
1994 1993
---- ----
In thousands
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash and temporary investments $ 28,197 $ 17,777
Notes and accounts receivable 33,369 40,518
Inventories 17,949 19,668
Prepaid expenses 18,766 17,022
-------- --------
TOTAL CURRENT ASSETS 98,281 94,985
OTHER ASSETS
Investment in and net advances to
subsidiaries 265,456 280,405
Other assets 18,138 11,906
-------- --------
283,594 292,311
PROPERTY, PLANT AND EQUIPMENT
Land and land improvements 58,576 46,153
Buildings 24,097 14,495
Machinery and equipment 279,670 210,974
-------- --------
362,343 271,622
Less allowances for depreciation and depletion 260,545 203,038
-------- --------
101,798 68,584
-------- --------
$483,673 $455,880
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Trade accounts payable $ 13,902 $ 18,875
Accrued interest, wages and other items 10,100 9,259
Current portion of long-term debt 12,820 6,448
-------- --------
TOTAL CURRENT LIABILITIES 36,822 34,582
LONG-TERM DEBT 72,834 126,255
DEFERRED FEDERAL INCOME TAXES AND OTHER CREDITS 21,346 12,532
SHAREHOLDERS' EQUITY
Preferred stock 598 598
Common stock, $1 par value 12,534 11,100
Additional paid-in capital 265,790 220,776
Retained earnings 75,511 52,933
Cost of common shares in treasury (1,762) (2,896)
-------- --------
352,671 282,511
-------- --------
$483,673 $455,880
======== ========
</TABLE>
* Registrant only (solely parent company) with subsidiaries carried on the
equity method. These statements are furnished to satisfy disclosure
requirements due to the percentage of consolidated net assets which reside in
subsidiary companies and which are subject to third party restrictions.
<PAGE>
F - 3
SCHEDULE III - FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF INCOME
TEXAS INDUSTRIES, INC.*
<TABLE>
<CAPTION>
Year Ended May 31,
1994 1993 1992
---- ---- ----
In thousands
<S> <C> <C> <C>
NET SALES $248,325 $197,829 $178,988
COSTS AND EXPENSES (INCOME)
Cost of products sold 198,163 162,022 160,642
Selling, administrative and general 26,569 24,052 23,934
Interest 12,980 16,621 16,821
Other income (8,613) (7,081) (19,731)
-------- -------- --------
229,099 195,614 181,666
-------- -------- --------
INCOME (LOSS) BEFORE THE FOLLOWING ITEMS 19,226 2,215 (2,678)
INCOME TAXES
Expense (benefit) 3,872 657 (1,792)
Change in statutory federal tax rate 268 -- --
-------- -------- --------
4,140 657 (1,792)
-------- -------- --------
INCOME (LOSS) FROM OPERATIONS 15,086 1,558 (886)
EQUITY IN EARNINGS OF SUBSIDIARIES
Income (loss) from continuing operations
of subsidiaries 10,665 (500) 2,806
-------- -------- --------
NET INCOME $ 25,751 $ 1,058 $ 1,920
======== ======== ========
</TABLE>
* Registrant only (solely parent company) with subsidiaries carried on the
equity method. These statements are furnished to satisfy disclosure
requirements due to the percentage of consolidated net assets which reside in
subsidiary companies and which are subject to third party restriction.
<PAGE>
F - 4
SCHEDULE III - FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF CASH FLOWS
TEXAS INDUSTRIES, INC.*
<TABLE>
<CAPTION>
Year ended May 31,
1994 1993 1992
---- ---- ----
In thousands
<S> <C> <C> <C>
NET CASH PROVIDED BY OPERATIONS $39,178 $21,609 $ 3,597
INVESTING ACTIVITIES:
Capital expenditures (14,814) (7,591) (6,627)
Proceeds from disposition of assets 2,454 377 18,040
Purchase of investments (2,017) (4,660) (3,796)
Proceeds from investments 8,374 2,084 --
Cash surrender value-insurance (820) 5,555 (1,839)
Other - net (7,417) (2,151) (3,365)
------- ------- -------
Net cash (used) provided by investing (14,240) (6,386) 2,413
FINANCING ACTIVITIES:
Proceeds of long-term borrowing 71,257 600 100
Debt retirements (73,505) (6,146) (5,674)
Dividends paid (2,308) (2,228) (2,214)
Other - net (3,629) (1,439) (1,445)
------- ------- -------
Net cash used by financing (8,185) (9,213) (9,233)
------- ------- -------
Increase (decrease) in cash 16,753 6,010 (3,223)
Cash at beginning of year 11,444 5,434 8,657
------- ------- -------
Cash at end of year 28,197 11,444 5,434
Temporary investments -- 6,333 3,796
------- ------- -------
Cash and temporary investments at end of year $28,197 $17,777 $ 9,230
======= ======= =======
</TABLE>
* Registrant only (solely parent company) with subsidiaries carried on the
equity method. These statements are furnished to satisfy disclosure
requirements due to the percentage of consolidated net assets which reside in
subsidiary companies and which are subject to third party restriction.
<PAGE>
F - 5
SCHEDULE III - FINANCIAL INFORMATION OF REGISTRANT
NOTES TO FINANCIAL INFORMATION OF REGISTRANT
LONG-TERM DEBT
Long-term debt is comprised of the following:
<TABLE>
<CAPTION>
1994 1993
---- ----
In thousands
<S> <C> <C>
Secured Debt:
Senior note due through 1999,
interest rate at 6.69% (2% over LIBOR) $ 71,000 $ --
Purchase money obligations
interest rates from 7% to 10% 842 268
Unsecured Debt:
Pollution control bonds, due through
2007, interest rate 4.5% to 10% 11,366 10,655
12-7/8% subordinated debentures due
1995, effective rate 13%, less
unamortized discount -- 49,924
9% convertible subordinated
debentures due 2008 -- 49,965
Senior notes, due through 1994,
interest rate at 5/8% over CD rate -- 18,750
Other, interest rates from 7.5% to 10% 2,446 3,141
-------- --------
85,654 132,703
Less current maturities 12,820 6,448
-------- --------
$ 72,834 $126,255
======== ========
</TABLE>
Annual maturities of long-term debt for each of the five succeeding years
are $12.8, $16.6, $16.5, $16.4, and $15.9 million.
The Company has available a bank line of credit of $25 million of which $4.4
million has been utilized to support letters of credit. This line is due to
expire in November 1996. The interest rate charged on borrowings is 1.75% over
LIBOR. Commitment fees at an annual rate of 1/2 of 1% are paid on the unused
portion of this line.
As a result of a sinking fund payment and a notice of redemption issued by
the Company, holders of $46.9 million of the Company's outstanding 9%
convertible subordinated debentures due in 2008 converted such debentures into
1,432,296 shares of the Company's common stock at $32.74 per share.
DIVIDENDS FROM SUBSIDIARIES
The Company received cash dividends from subsidiaries of $6.4 million in
1994, and $4.8 million in 1993 and 1992.
RESTRICTED TRANSFER OF ASSETS FROM SUBSIDIARIES
A subsidiary has loan covenants that restrict the transfer of assets by
loans, advances or dividends to the parent. These covenants require that the
subsidiary maintain minimum levels of working capital, restrict loans and the
percentage of net income that can be distributed as dividends. The restricted
net assets were $188.1 million and the restricted retained earnings were $35.7
million at May 31, 1994. The retained earnings of subsidiaries included in the
consolidated retained earnings at May 31, 1994, were $24.5 million.
<PAGE>
F - 6
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
TEXAS INDUSTRIES, INC. AND SUBSIDIARIES
In thousands
<TABLE>
<CAPTION>
Balance at Other Balance at
Beginning Additions Changes End of
Classification of Period at Cost Retirements Add (Deduct) Period
- - --------------------------- ---------- --------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Year ended May 31, 1994:
Land and land improvements $ 86,697 $ 4,051 $ 63 $ $ 90,685-A
Buildings 51,533 324 81 51,776
Machinery and equipment 617,411 10,341 3,990 9 -D 623,771
Capital leases 15,156 90 462 14,784
Mobile equipment 65,276 2,578 6,683 (9)-D 61,162
Office furniture & fixtures 7,650 1,602 447 8,805
Leasehold improvements 288 21 (56)-B 253
Construction in progress 14,745 4,298-C 19,043
-------- ------- ------- ------- --------
$858,756 $23,305 $11,726 $ (56) $870,279
======== ======= ======= ======= ========
Year ended May 31, 1993:
Land and land improvements $ 86,483 $ 589 $ 372 $ (3)-D $ 86,697-A
Buildings 51,435 224 126 51,533
Machinery and equipment 609,981 8,567 1,140 3 -D 617,411
Capital leases 15,196 57 97 15,156
Mobile equipment 64,611 3,558 1,525 (1,368)-D 65,276
Office furniture & fixtures 7,165 712 227 7,650
Leasehold improvements 269 77 (58)-B 288
Construction in progress 10,595 4,150-C 14,745
-------- ------- ------- ------- --------
$845,735 $17,934 $ 3,487 $(1,426) $858,756
======== ======= ======= ======= ========
Year ended May 31, 1992:
Land and land improvements $ 90,101 $ 1,124 $ 4,742 $ $ 86,483-A
Buildings 52,376 937 1,878 51,435
Machinery and equipment 602,051 15,196 7,266 609,981
Capital leases 16,665 241 1,710 15,196
Mobile equipment 70,546 2,626 8,561 64,611
Office furniture & fixtures 7,663 648 1,146 7,165
Leasehold improvements 303 127 25 (136)-B 269
Construction in progress 9,504 1,094-C 3 10,595
-------- ------- ------- ------- --------
$849,209 $21,993 $25,331 $ (136) $845,735
======== ======= ======= ======= ========
</TABLE>
() - Indicates negative amount or deduction.
Note A - Includes land subject to depletion in the amount of $21,055,000 in
1994, $20,255,000 in 1993 and $19,687,000 in 1992.
Note B - Amortization charged against income.
Note C - Net change (additions less completions).
Note D - Miscellaneous reclassifications.
Note E - The rates generally used in computing provision for depreciation
and depletion are as follows:
Land improvements 2.5% to 33.3%
Buildings 2.5% to 33.3%
Machinery and equipment 3.33% to 33.3%
Capital leases 6.66% to 33.3%
Mobile equipment 6.66% to 33.3%
Office furniture and fixtures 5% to 33.3%
Depletable assets $0.00112 to $1.599 per ton of sand, gravel, etc.
extracted
<PAGE>
F - 7
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
TEXAS INDUSTRIES, INC. AND SUBSIDIARIES
In thousands
<TABLE>
<CAPTION>
Balance at Other Balance at
Beginning Additions Changes End of
Classification of Period at Cost Retirements Add (Deduct) Period
- - ---------------------------- --------- ---------- ----------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Year ended May 31, 1994:
Land and land improvements $ 35,391 $ 3,337 $ 19 $ $ 38,709-A
Buildings 23,893 1,761 81 25,573
Machinery and equipment 356,699 34,582 3,854 9 -B 387,436
Capital leases 14,743 186 462 14,467
Mobile equipment 56,263 2,942 6,518 (9)-B 52,678
Office furniture & fixtures 6,209 761 447 6,523
-------- ------- ------- ------- --------
$493,198 $43,569 $11,381 $ -- $525,386
======== ======= ======= ======= ========
Year ended May 31, 1993:
Land and land improvements $ 32,731 $ 2,953 $ 293 $ $ 35,391-A
Buildings 22,223 1,790 120 23,893
Machinery and equipment 322,532 35,248 1,081 356,699
Capital leases 14,635 206 98 14,743
Mobile equipment 54,935 3,469 1,494 (647)-B 56,263
Office furniture & fixtures 5,639 740 170 6,209
-------- ------- ------- ------- --------
$452,695 $44,406 $ 3,256 $ (647) $493,198
======== ======= ======= ======= ========
Year ended May 31, 1992:
Land and land improvements $ 29,804 $ 3,379 $ 452 $ $ 32,731-A
Buildings 21,665 1,868 1,310 22,223
Machinery and equipment 293,131 35,229 5,828 322,532
Capital leases 16,172 173 1,710 14,635
Mobile equipment 57,088 4,806 6,959 54,935
Office furniture & fixtures 5,993 733 1,087 5,639
-------- ------- ------- ------- --------
$423,853 $46,188 $17,346 $ $452,695
======== ======= ======= ======= ========
</TABLE>
Note A - Includes depletion on land of $8,404,000 in 1994, $7,704,000 in 1993
and $7,168,000 in 1992.
Note B - Miscellaneous reclassifications.
<PAGE>
F - 8
SCHEDULE IX - SHORT-TERM BORROWINGS
TEXAS INDUSTRIES, INC. AND SUBSIDIARIES
In thousands
<TABLE>
<CAPTION>
Maximum Average Weighted
Weighted Amount Amount Average
Balance Average Outstanding Outstanding Interest
Category of Aggregate at End Interest During the During the Rate During
Short-Term Borrowings of Period Rate Period Period the Period
- - -------------------------- --------- ------------ ----------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
Year ended May 31, 1994:
CHAPARRAL STEEL COMPANY
Borrowings from banks $15,000 4.34% $20,000 $7,250(1) 4.36%(2)
Year ended May 31, 1993:
CHAPARRAL STEEL COMPANY
Borrowings from banks -0- 6.21% 4,000 -0-(1)(3) N/A(2)(3)
Year ended May 31, 1992:
CHAPARRAL STEEL COMPANY
Borrowings from banks -0- 6.51% 13,000 4,500(1) 7.12%(2)
</TABLE>
(1) Computed on total of each month's ending balance divided by 12.
(2) Computed by dividing interest expense for the period by the average amount
outstanding during the period.
(3) No borrowings were outstanding at the month-ends during the period.
<PAGE>
F - 9
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
TEXAS INDUSTRIES, INC. AND SUBSIDIARIES
In thousands
<TABLE>
<CAPTION>
Year ended May 31,
1994 1993 1992
------- ------- -------
<S> <C> <C> <C>
Maintenance and repairs $81,403 $85,246 * $84,886 *
Depreciation and amortization of
intangible assets and commissioning costs 5,336 5,336 3,324
Taxes, other than payroll and income taxes:
Property & miscellaneous taxes 11,630 10,179 9,540
Franchise taxes 1,163 1,092 1,149
------- ------- -------
12,793 11,271 10,689
Royalties 3,053 2,294 1,846
</TABLE>
Amounts for advertising costs are not presented as such amounts are less than 1%
of total sales and revenues.
* Certain items in prior year amounts were reclassified to conform to current
year presentation.
<PAGE>
INDEX TO EXHIBITS
EXHIBITS DESCRIPTION
- - -------- -----------
3. Articles of Incorporation (previously filed and incorporated herein by
reference)
4. Instruments defining rights of security holders (previously filed and
incorporated herein by reference)
The Registrant agrees to furnish to the Commission, upon request, copies of
all instruments with respect to long-term debt not being registered where the
total amount of securities authorized thereunder does not exceed 10% of the
total assets of Registrant and its subsidiaries on a consolidated basis.
11. Statement re: computation of per share earnings
13. Annual report to security holders
Registrant's annual report to security holders for its last fiscal year,
except for those portions thereof which are expressly incorporated by reference
in this filing, is furnished for the information of the Commission and is not to
be deemed "filed" as part of this filing. Since the financial statements in the
report have been incorporated by reference in this filing, the accountant's
certificate is manually signed in the signed copy of this filing.
21. Subsidiaries of the Registrant
23. Consent of Independent Auditors
24. Power of attorney for certain members of the Board of Directors
<PAGE>
EXHIBIT 11
COMPUTATION OF EARNINGS PER SHARE
TEXAS INDUSTRIES, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
Year Ended May 31,
1994 1993 1992
------- ------- -------
In thousands except per share
<S> <C> <C> <C>
AVERAGE SHARES OUTSTANDING
Primary:
Average shares outstanding 11,208 10,976 10,918
Stock options and other equivalents -
treasury stock method using
average market prices 119 109 138
------- ------- -------
TOTALS 11,327 11,085 11,056
======= ======= =======
Fully diluted:
Average common shares outstanding 11,208 10,976 10,918
Stock options and other equivalents -
treasury stock method using end of
quarter market price if higher than
average 139 109 145
Assumed conversion of 9% convertible
subordinated debentures 1,251 -- --
------- ------- -------
TOTALS 12,598 11,085 11,063
======= ======= =======
INCOME APPLICABLE TO COMMON STOCK
Primary:
Net income $25,751 $ 1,058 $ 1,920
Adjustments:
Dividend on preferred stock (30) (30) (30)
Contingent price amortization 233 233 233
------- ------- -------
NET INCOME $25,954 $ 1,261 $ 2,123
======= ======= =======
Fully diluted:
Net income $25,751 $ 1,058 $ 1,920
Adjustments:
9% convertible subordinated debenture
interest, net of federal income tax
effect 1,728 -- --
Dividend on preferred stock (30) (30) (30)
Contingent price amortization 233 233 233
------- ------- -------
NET INCOME $27,682 $ 1,261 $ 2,123
======= ======= =======
PER SHARE
Primary:
Net income per common share and
common equivalent share $2.29 $.11 $.19
======= ======= =======
Fully diluted:
Net income per common share and
dilutive common equivalent share $2.20* $.11 $.19
======= ======= =======
</TABLE>
* Not separately disclosed on the Consolidated Statements of Income due to 9%
convertible subordinated debentures being converted in April 1994.
Supplemental earnings per share assuming such debentures were converted as of
June 1993 is disclosed in long-term debt note to consolidated financial
statements.
<PAGE>
EXHIBIT 13
The Registrant's complete annual report to security holders is furnished
under Item 14(a) of this report for convenience only where the financial
statements are incorporated by reference.
[FRONT COVER]
TEXAS INDUSTRIES, INC.
[CORPORATE LOGO]
1994 ANNUAL REPORT
[INSIDE FRONT COVER]
OUR MISSION:
We will be the most efficient,
high value supplier of cement and aggregate products
and will provide superior service in the markets we serve.
We will continue to grow in our industry
through innovation and geographic diversification.
[BACK COVER]
A New York Stock Exchange Company
Texas Industries, Inc.
7610 Stemmons Freeway
Dallas, Texas 75247
214-647-6700
FAX: 214-647-3878
<PAGE>
CORPORATE PROFILE
Texas Industries, Inc. (TXI), a Fortune 500 company, is a leading producer of
steel and construction materials, including cement, aggregates and concrete.
Chaparral Steel Company, an 81 percent-owned subsidiary of TXI, produces a broad
range of carbon steel products and distributes them to markets in North America
and, under certain market conditions, to Europe and Asia.
TXI's cement, aggregate and concrete products operations are concentrated in
Texas and Louisiana. The Company is the largest producer of cement in Texas.
Throughout all operations, TXI strives to maintain its position as the highest
quality, low-cost producer in the marketplace.
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------
In thousands except per share 1994 1993
- - -------------------------------------------------------------------
<S> <C> <C>
RESULTS OF OPERATIONS
Net sales $707,147 $614,292
Net income 25,751 1,058
- - -------------------------------------------------------------------
PER SHARE INFORMATION
Net income 2.29 .11
Cash dividends .20 .20
- - -------------------------------------------------------------------
FOR THE YEAR
Cash from operations 51,372 49,361
Capital expenditures 23,305 17,212
- - -------------------------------------------------------------------
YEAR END POSITION
Total assets 749,120 757,300
Net working capital 161,383 159,408
Shareholders' equity 352,671 282,511
</TABLE>
<PAGE>
TO OUR SHAREHOLDERS:
Net income for Fiscal Year 1994 equalled $25.8 million or $2.29 per share, up
substantially from the prior year's income of $1.1 million or $.11 per share.
The cement, aggregate and concrete operations continued to improve for the
fourth consecutive year while Chaparral earnings increased from the previous
year in spite of a difficult market for structural steel beams.
In the coming year, the positive trend in earnings is expected to continue as
the cement, aggregate and concrete operations benefit from the recovery in
construction activity in the Texas region. Chaparral's earnings will largely be
determined by structural steel beam market conditions.
CEMENT, AGGREGATE AND CONCRETE OPERATIONS
Operating profit of $46.7 million for 1994 compared with a level of $31.7
million for the previous year. Revenues for the segment were $244.9 million, a
26% increase over last year. Revenues for all product groups were up for the
year.
Favorable trends in Texas construction activity were maintained during the year
due to both increased residential building and street and highway construction.
Some modest improvement in commercial building was apparent as well. While by no
means representing a construction boom, this level of building activity served
to bring demand and supply for cement into balance for the first time since the
mid-eighties. As a result, cement prices have risen from the extremely low
levels of four years ago to levels that are more representative of markets
outside the region. Construction activity in the region had a similar impact on
the aggregate, ready-mix and other product groups of the segment.
The general recovery of the Texas economy, together with the benefits from free
trade with Mexico, are expected to result in continued growth in construction
activity. As the largest cement producer in Texas and one of the largest
producers of aggregates in the region, the segment is well positioned to take
advantage of this further growth.
STEEL OPERATIONS
Operating profit for Chaparral Steel was $35.5 million, up from last year's
level of $12.9 million. The increase in profit was due to both improved cost
efficiencies and a concentration on more desirable market areas and products.
Shipments of 1.36 million tons were 2% lower than in the previous year. Average
prices were up 12% as more sales were made in home market areas and as scrap
cost increases were passed along. Demand for Chaparral's primary product,
structural steel beams, remained at a low level during the year. There are
indications that commercial construction activity in the United States is
beginning to improve somewhat; however, a quick recovery is not currently
expected.
During Fiscal Year 1995, Chaparral will continue to focus on improving its
production operations, expanding its presence in the market for special bar
quality products and working on new applications for lightweight structural
steel beams.
Empowered employees continue to enhance the Company's competitive position in
both production and marketing. Self-directed work teams are being successfully
<PAGE>
implemented. Employees throughout the Company are establishing solid customer
bonds and developing new, value-added products to meet customer needs.
During 1994, $71 million of debt was replaced with lower interest rate
financing. In the spring, $47 million of subordinated debt was converted to
equity. Both of these events resulted in a significant improvement in financial
flexibility. These capital structure changes and the internal efforts discussed
above will give the Company the ability to expand in markets and products which
fit with our strengths as opportunities develop.
/s/ Robert D. Rogers
- - -----------------------
Robert D. Rogers
President
July 15, 1994
<PAGE>
SELECTED FINANCIAL DATA
Texas Industries, Inc. and Subsidiaries
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------------------
$ In thousands except per share 1994 1993 1992 1991 1990
- - --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS
Net sales $707,147 $614,292 $601,129 $619,827 $609,063
Operating profit 82,130 44,572 47,207 40,876 37,700
Net income (loss) 25,751 1,058 1,920 22,086 (7,342)
Return on average common equity 8.1% .4% .7% 8.5% N/A
- - --------------------------------------------------------------------------------------------
PER SHARE INFORMATION *
Net income (loss) (primary) $ 2.29 $ .11 $ .19 $ 1.97 $ (.84)
Cash dividends .20 .20 .20 .20 .80
Book value 31.14 25.49 25.50 25.58 21.67
- - --------------------------------------------------------------------------------------------
FOR THE YEAR
Cash from operations $ 51,372 $ 49,361 $ 26,217 $ 37,478 $ 32,810
Capital expenditures 23,305 17,212 21,621 98,386 51,305
- - --------------------------------------------------------------------------------------------
YEAR END POSITION
Total assets $749,120 $757,300 $776,738 $788,577 $703,323
Net working capital 161,383 159,408 134,806 115,895 152,818
Long-term debt 171,263 267,243 289,390 293,136 259,528
Shareholders' equity 352,671 282,511 281,902 282,124 239,654
Long-term debt to total
capitalization 32.7% 48.6% 50.7% 51.0% 52.0%
- - --------------------------------------------------------------------------------------------
OTHER INFORMATION
Average common shares
outstanding (in 000's) * 11,327 11,085 11,056 11,030 11,060
Number of common shareholders 4,647 5,061 5,432 5,607 6,009
Number of employees 2,700 2,700 2,700 2,800 2,900
Wages, salaries and employee
benefits $102,853 $ 96,891 $ 97,950 $101,386 $100,241
Common stock prices (high-low) * 39 - 21 28 - 19 25 - 18 23 - 10 36 - 18
</TABLE>
* Adjusted for stock dividend in 1990.
<PAGE>
DISCUSSION OF RESULTS OF OPERATIONS & FINANCIAL CONDITION
GENERAL
The Company has two major business segments: steel and cement/concrete. The
steel operation produces beams, merchant quality rounds, special bar quality
rounds, reinforcing bars, and channels. The cement/concrete segment supplies
cement and aggregates, ready-mix, pipe, block and brick.
The steel plant follows a market mill concept which entails producing a wide
variety of products from steel scrap. Chaparral strives to be a low-cost
supplier and is able to change its product mix to recognize changing market
conditions or customer requirements. Steel products are sold principally to
steel service centers, fabricators, cold finishers, forgers and original
equipment manufacturers. Chaparral distributes primarily to markets in North
America and, under certain market conditions, to Europe and Asia.
The cement/concrete facilities are concentrated in Texas and Louisiana, with
markets extending into contiguous states. As a vertically integrated concrete
products supplier, TXI owns or leases more than 25,000 acres of mineral-bearing
land. Cement/concrete operations require large amounts of capital investment,
energy, labor and maintenance.
Corporate resources, which are excluded from operating profit, include the
president's office as well as certain financial, legal, environmental, personnel
and public ownership expenses, none of which are allocated to operations.
Brookhollow's real estate activities are also included in corporate resources.
RESULTS OF OPERATIONS
NET SALES
Consolidated 1994 sales achieved a record $707.1 million, an increase of 15%
over last year. Steel sales were up 10% due to 12% higher average selling
prices. Cement/concrete sales increased 26% on improved volumes and selling
prices of all primary products. Steel shipments of 1.36 million tons were
slightly lower than 1993. Product mix between the bar mill and structural mills
was substantially unchanged compared to 1993. Bar mill prices averaged 9%
higher, while structurals were up 13%. Steel pricing overall had trended up
until May, when a $20 per ton decrease in certain wide flange beams was
required. Wide flange beams are generally used in commercial buildings for which
demand has been flat for the last few years.
Strong demand for cement/concrete products permitted significantly greater
shipments of cement, aggregates and ready-mix, which comprise 82% of segment
sales. Cement prices averaged 6% higher, ready-mix was up 2% and, due to product
mix, average aggregate pricing was down 1%. Cement consumption in Texas reached
the in-state production capacity during the year, increasing 13% compared to the
prior year. Prices for cement/concrete products are expected to improve further
over the next year if demand remains strong.
Consolidated 1993 sales of $614.3 million increased 2% over 1992. Steel sales
were up 1% as average prices trended up on similar volume. Cement tons increased
20% with slightly higher prices. Ready-mix volume was down as highway projects
in Houston and Louisiana tailed off, although average unit pricing gained 4%.
Aggregate sales were improved by 8% greater volume and 7% better average price.
<PAGE>
BUSINESS SEGMENTS
<TABLE>
<CAPTION>
Year ended May 31,
- - -------------------------------------------------------------------------
In thousands 1994 1993 1992
- - -------------------------------------------------------------------------
<S> <C> <C> <C>
NET SALES
Bar mill $138,353 $126,830 $141,538
Structural mills 320,210 289,862 272,474
Transportation 3,712 3,518 2,598
- - -------------------------------------------------------------------------
TOTAL STEEL $462,275 $420,210 $416,610
Cement $ 93,181 $ 71,240 $ 58,407
Ready-mix 86,213 70,151 73,341
Stone, sand & gravel 56,736 47,890 41,529
Other products 50,239 40,918 45,545
Interplant (41,497) (36,117) (34,303)
- - -------------------------------------------------------------------------
TOTAL CEMENT/
CONCRETE $244,872 $194,082 $184,519
- - -------------------------------------------------------------------------
TOTAL NET SALES $707,147 $614,292 $601,129
====================================
UNITS SHIPPED
Bar mill (tons) 424 422 484
Structural mills (tons) 938 962 914
- - -------------------------------------------------------------------------
TOTAL STEEL TONS 1,362 1,384 1,398
Cement (tons) 2,120 1,720 1,439
Ready-mix (cubic yards) 1,913 1,586 1,733
Stone, sand & gravel (tons) 11,649 9,695 8,968
STEEL OPERATIONS
Gross profit $ 81,777 $ 58,624 $ 66,678
Less: Depreciation &
amortization 33,756 33,814 29,477
Selling, general &
administrative 15,937 13,992 17,437
Other income (3,372) (2,072) (5,217)
- - -------------------------------------------------------------------------
OPERATING PROFIT $ 35,456 $ 12,890 $ 24,981
CEMENT/CONCRETE OPERATIONS
Gross profit $ 75,334 $ 57,636 $ 38,894
Less: Depreciation, depletion &
amortization 14,458 15,168 17,321
Selling, general &
administrative 17,330 12,842 15,248
Other income (3,128) (2,056) (15,901)
- - -------------------------------------------------------------------------
OPERATING PROFIT $ 46,674 $ 31,682 $ 22,226
- - -------------------------------------------------------------------------
TOTAL OPERATING PROFIT $ 82,130 $ 44,572 $ 47,207
====================================
CORPORATE RESOURCES
Other income $ 2,114 $ 2,511 $ 2,892
Less: Depreciation &
amortization 748 817 697
Selling, general &
administrative 13,677 13,651 13,240
- - -------------------------------------------------------------------------
(12,311) (11,957) (11,045)
INTEREST EXPENSE (26,231) (32,596) (31,149)
- - -------------------------------------------------------------------------
Income before taxes & other
items $ 43,588 $ 19 $ 5,013
====================================
CAPITAL EXPENDITURES
Steel $ 7,805 $ 7,426 $ 12,616
Cement/concrete 15,252 9,121 8,021
Corporate 248 665 984
- - -------------------------------------------------------------------------
$ 23,305 $ 17,212 $ 21,621
====================================
IDENTIFIABLE ASSETS
Steel $488,307 $480,811 $504,905
Cement/concrete 159,133 169,941 195,221
Corporate 101,680 106,548 76,612
- - -------------------------------------------------------------------------
$749,120 $757,300 $776,738
====================================
</TABLE>
<PAGE>
COST OF PRODUCTS SOLD
Consolidated cost of products sold, including depreciation and amortization, was
$598.6 million on increased shipments of cement/concrete and higher steel scrap
costs. Chaparral's costs were $18.9 million higher at $414.2 million. Scrap
costs increased $18 per ton during the year. Cement costs were $5.8 million
higher in 1994 due to lower clinker sales than in 1993 (the profit from clinker
sales is credited as a reduction of costs). The 23% increase in cement tons and
21% increase in ready-mix volume account for the majority of the $34.6 million
increase in cement/concrete cost of products sold, which total $184.4 million
for the year. Unit production costs of ready-mix and aggregates were lower due
to higher production volumes and continuing operating efficiency improvements.
The 1993 cost, totaling $545.2 million, increased $2.8 million from 1992.
Chaparral depreciation and amortization added $5.3 million for the large beam
mill. Steel costs per ton were somewhat higher as a result of upgrading the
product mix with large beam products. Cement/concrete costs of sales declined
$13.1 million or 8%, due largely to the absence of Dolphin Construction
activities. Cement unit costs were lower due to higher production volumes and
added savings from resource recovery activities. These activities use waste
products to displace coal which would otherwise be consumed at the Midlothian
cement plant.
OPERATING PROFIT
Near record operating profit of $82.1 million resulted from steel operations
increasing by $22.6 million and cement/concrete improving by $15.0 million,
both compared to the prior year's level. Steel prices per ton averaged $36
higher against unit cost increases of $19. Operational selling, general and
administrative costs included $1.9 million additional for steel profit sharing.
Cement/concrete profits were enhanced by added shipments of all products in
combination with improved pricing. Operational SG&A was up $4.5 million in this
segment due to increased selling and technical support for resource recovery
activities.
Operating profit in 1993 was $44.6 million as steel profits declined by $12.1
million and cement/concrete advanced $9.5 million. The 1992 profit included an
$11 million land gain from disposing of a ready-mix plant site. Steel profits
in 1993 were decreased by $5.3 million additional depreciation expense of the
large beam mill, as well as higher costs of producing large beam products, which
in that year sold at depressed prices. Cement/concrete profits rose on greater
shipments of cement and aggregates, which both had improved unit costs.
SELLING, ADMINISTRATIVE EXPENSE AND OTHER INCOME
Total selling, general and administrative expense, including both operations and
corporate, increased 10% to $47.3 million. Steel costs of $15.9 million
included $1.9 million in additional profit sharing and $1.6 million in severance
pay. These increases were offset by reductions in compensation and other
expenses following the 1993 restructuring. Cement/concrete costs increased $4.5
million due to expanded marketing for products and technical support for
resource recovery activities.
Consolidated other income increased $2 million to $8.6 million. Chaparral's
other income, at $3.4 million, was $1.3 million greater due in part to disposal
of certain assets. Cement/concrete other income of $3.1 million is comprised
largely of gains from the sale of retired transportation equipment. Corporate
other income of $2.1 million is comprised primarily of $1.5 million in
Brookhollow land gains and $1.3 million in investment income.
<PAGE>
Prior year's consolidated other income of $6.6 million is similarly constituted
of gains from routine asset retirement, land gains and investment income. The
$24 million 1992 amount contained an $11 million land gain from disposal of a
downtown Dallas plant site.
INTEREST EXPENSE
Interest expense reduced $6.4 million to $26.2 million; $5.1 million of
reduction came from TXI and $1.3 million from Chaparral. A major TXI refinancing
was completed in two phases during the year as $71 million in notes payable
were replaced in September with lower interest rate obligations. Additionally,
$40 million in consolidated notes were repaid during the year. In April, $46.9
million in convertible debentures were exchanged for common stock. Interest
expense on these debentures terminated in January. The Chaparral expense
reduction reflects continued, scheduled repayment of debt. The $1.5 million
increase in 1993 over 1992 was due to Chaparral capitalizing $3.4 million in
interest charges during 1992.
FINANCIAL CONDITION
With 1994 yielding the best operating cash and net income results in the last
several years, the Company's financial condition has continued to improve.
Shareholders' equity grew $70 million to $353 million while long-term debt
decreased by $96 million. The year end debt-to-total capitalization ratio of 33%
is the lowest in Company history. While working capital and cash balances were
about the same as last year, significant progress was made on accounts
receivable, considering that the same $77 million balance supports $93 million,
or 15%, more sales volume. Inventory increased by $18 million as steel
production outpaced shipments during the second half of the year.
Capital expenditures increased $6 million to $23 million, spent largely on
replacement items. An additional $18 million in capital items were added to
lease commitments in the cement/concrete segment. Capital expenditure plans for
1995 contemplate $50 million as each business segment envisions doubling the
pace of recent expenditures. An additional $12 million in upgrade projects and
replacement mobile equipment is projected to be leased.
Net debt retirement of $40 million, excluding the converted debentures,
represented the greatest use of cash. Repayment flexibility was achieved through
TXI's refinancing as maturities previously scheduled for 1995 and 1996 were
replaced with a six-year amortization. A credit line of $25 million was arranged
for TXI as a part of the refinancing, $4.4 million of which has been utilized to
support letters of credit. This line is due to expire in November 1996.
Chaparral has short-term credit facilities of $20 million, $15 million of which
was outstanding at May. This credit line is eligible to be renewed in January
1995.
The Company generally maintains a policy of financing major capital expansion
projects with long-term borrowing. Working capital, investments and replacement
assets are funded out of cash flow from operations. The Company expects current
financial resources and cash from 1995 operations to be sufficient to provide
funds for planned capital expenditures, scheduled debt payments and other known
working capital needs for fiscal 1995. If additional funds are required to
accomplish long-term expansion of operations, management believes that funding
can be obtained through lending or equity sources to meet such requirements.
<PAGE>
CONSOLIDATED BALANCE SHEETS
Texas Industries, Inc. and Subsidiaries
<TABLE>
<CAPTION>
May 31,
- - ---------------------------------------------------------------------------
In thousands 1994 1993
- - ---------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and temporary investments $ 31,766 $ 33,089
Notes and accounts receivable 76,815 76,711
Inventories 135,851 117,987
Prepaid expenses 32,646 32,745
- - ---------------------------------------------------------------------------
TOTAL CURRENT ASSETS 277,078 260,532
OTHER ASSETS
Real estate and other investments 30,523 30,188
Goodwill 72,916 75,234
Commissioning costs and other assets 23,710 25,788
- - ---------------------------------------------------------------------------
127,149 131,210
PROPERTY, PLANT AND EQUIPMENT
Land and land improvements 90,685 86,697
Buildings 51,776 51,533
Machinery and equipment 727,818 720,526
- - ---------------------------------------------------------------------------
870,279 858,756
Less allowances for depreciation 525,386 493,198
- - ---------------------------------------------------------------------------
344,893 365,558
--------------------------
$749,120 $757,300
==========================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable to banks $ 15,000 $ --
Trade accounts payable 44,022 48,662
Accrued interest, wages and other items 25,546 29,668
Current portion of long-term debt 31,127 22,794
- - ---------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 115,695 101,124
LONG-TERM DEBT 171,263 267,243
DEFERRED FEDERAL INCOME TAXES AND OTHER CREDITS 73,196 71,313
MINORITY INTEREST 36,295 35,109
SHAREHOLDERS' EQUITY
Preferred stock 598 598
Common stock, $1 par value 12,534 11,100
Additional paid-in capital 265,790 220,776
Retained earnings 75,511 52,933
Cost of common shares in treasury (1,762) (2,896)
- - ---------------------------------------------------------------------------
352,671 282,511
--------------------------
$749,120 $757,300
==========================
</TABLE>
See notes to consolidated financial statements.
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
Texas Industries, Inc. and Subsidiaries
<TABLE>
<CAPTION>
Year Ended May 31,
- - -----------------------------------------------------------------------------
In thousands except per share 1994 1993 1992
- - -----------------------------------------------------------------------------
<S> <C> <C> <C>
NET SALES $707,147 $614,292 $601,129
COSTS AND EXPENSES (INCOME)
Cost of products sold 598,601 545,200 542,355
Selling, general and administrative 47,341 43,116 46,622
Interest 26,231 32,596 31,149
Other income (8,614) (6,639) (24,010)
- - -----------------------------------------------------------------------------
663,559 614,273 596,116
- - -----------------------------------------------------------------------------
INCOME BEFORE THE FOLLOWING ITEMS 43,588 19 5,013
INCOME TAXES
Expense (benefit) 13,607 (646) 1,737
Change in statutory federal tax rate 1,949 -- --
- - -----------------------------------------------------------------------------
15,556 (646) 1,737
- - -----------------------------------------------------------------------------
28,032 665 3,276
Minority interest in Chaparral (2,281) 393 (1,356)
- - -----------------------------------------------------------------------------
NET INCOME $ 25,751 $ 1,058 $ 1,920
================================
Average common shares 11,327 11,085 11,056
================================
Net income per common share $ 2.29 $ .11 $ .19
================================
Cash dividends $ .20 $ .20 $ .20
================================
</TABLE>
See notes to consolidated financial statements.
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Texas Industries, Inc. and Subsidiaries
<TABLE>
<CAPTION>
Year Ended May 31,
- - ----------------------------------------------------------------------------------
In thousands 1994 1993 1992
- - ----------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income $ 25,751 $ 1,058 $ 1,920
Gain on disposal of assets (2,535) (264) (13,805)
Non-cash items
Depreciation, depletion and amortization 48,962 49,799 47,495
Deferred taxes 3,790 (4,284) 432
Undistributed minority interest 1,186 (1,528) 206
Other -- net 1,575 819 880
Changes in operating assets and liabilities
Notes and accounts receivable (937) (2,125) (3,645)
Inventories and prepaid expenses (18,468) 2,431 (12,719)
Accounts payable and accrued liabilities (7,980) 2,470 4,575
Real estate and investments 28 985 878
- - ----------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATIONS 51,372 49,361 26,217
INVESTING ACTIVITIES
Capital expenditures (23,305) (17,212) (21,621)
Proceeds from disposition of assets 2,880 497 21,794
Purchase of temporary investments (2,017) (4,660) (6,528)
Proceeds from temporary investments 8,374 4,816 --
Cash surrender value -- insurance (821) 5,554 (1,840)
Commissioning costs and other -- net (315) (375) (8,412)
- - ----------------------------------------------------------------------------------
NET CASH USED BY INVESTING (15,204) (11,380) (16,607)
FINANCING ACTIVITIES
Proceeds of short-term borrowing 30,000 7,000 18,000
Repayments of short-term borrowing (15,000) (7,000) (28,000)
Proceeds of long-term borrowing 71,517 600 20,337
Debt retirements (111,738) (22,290) (25,351)
Dividends paid (2,308) (2,228) (2,213)
Other -- net (3,629) (1,439) (1,451)
- - ----------------------------------------------------------------------------------
NET CASH USED BY FINANCING (31,158) (25,357) (18,678)
- - ----------------------------------------------------------------------------------
Increase (decrease) in cash 5,010 12,624 (9,068)
Cash at beginning of year 26,756 14,132 23,200
- - ----------------------------------------------------------------------------------
Cash at end of year 31,766 26,756 14,132
Temporary investments -- 6,333 6,528
- - ----------------------------------------------------------------------------------
CASH AND TEMPORARY INVESTMENTS AT END OF YEAR $31,766 $33,089 $20,660
=============================
</TABLE>
See notes to consolidated financial statements.
<PAGE>
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Texas Industries, Inc. and Subsidiaries
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------------------------------------
Common
Stock Additional Treasury Total
Preferred $1 Par Paid-in Retained Common Shareholders'
In thousands Stock Value Capital Earnings Stock Equity
- - ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
May 31, 1991 $598 $11,100 $220,776 $55,875 $(6,225) $282,124
Net income 1,920 1,920
Cash dividends
Preferred stock -- $5 a share (30) (30)
Common stock -- $.20 a share (2,183) (2,183)
Treasury stock issued for bonuses
and options -- 3,250 shares (38) 109 71
- - ---------------------------------------------------------------------------------------------------------------------------------
May 31, 1992 598 11,100 220,776 55,544 (6,116) 281,902
Net income 1,058 1,058
Cash dividends
Preferred stock -- $5 a share (30) (30)
Common stock --$.20 a share (2,198) (2,198)
Treasury stock issued for bonuses
and options -- 96,451 shares (1,441) 3,249 1,808
Treasury stock purchased -- 1,034 shares (29) (29)
- - ---------------------------------------------------------------------------------------------------------------------------------
May 31, 1993 598 11,100 220,776 52,933 (2,896) 282,511
Net income 25,751 25,751
Cash dividends
Preferred stock -- $5 a share (30) (30)
Common stock -- $.20 a share (2,278) (2,278)
Common stock issued for bond
conversion -- 1,432,296 shares 1,432 44,876 46,308
Common and treasury stock issued
for bonuses and options --
136,476 shares 2 138 (865) 4,729 4,004
Treasury stock purchased --
94,978 shares (3,595) (3,595)
- - ---------------------------------------------------------------------------------------------------------------------------------
May 31, 1994 $598 $12,534 $265,790 $75,511 $(1,762) $352,671
============================================================================
</TABLE>
At May 31, 1994, Common Stock and Additional Paid-in Capital include $127.8
million of accumulated transfers from Retained Earnings in connection with stock
dividends.
See notes to consolidated financial statements.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements include the accounts of Texas Industries,
Inc. (the Company) and all subsidiaries. The minority interest represents the
19.1% separate public ownership of Chaparral Steel Company (Chaparral).
Property, plant and equipment is recorded at cost. Provisions for depreciation
are computed generally using the straight-line method. Provisions for depletion
of mineral deposits are computed on the basis of the estimated quantity of
recoverable raw materials.
For cash flow purposes, temporary investments which have maturities of less than
90 days when purchased, are considered cash equivalents. Temporary investments
of $6.3 million at May 31, 1993, which are included in cash on the balance
sheets, exceed 90-day maturity.
Earnings per share are computed by deducting preferred dividends from net income
and adjusting for amortization of additional goodwill in connection with the
contingent payment for the acquisition of Chaparral, then dividing this amount
by the weighted average number of common shares outstanding during the period,
including common stock equivalents.
Goodwill, currently being amortized on a straight-line basis over a 40-year
period, is net of accumulated amortization of $9.9 million at May 31, 1994 and
$7.6 million at May 31, 1993. Management regularly reviews remaining goodwill
with consideration toward recovery through future operating results
(undiscounted) at the current rate of amortization.
The Company's policy for new facilities is to capitalize certain costs until the
facility is substantially complete and ready for its intended use. Chaparral
began the commissioning of the large beam mill in February 1991. The mill was
substantially complete and ready for its intended use in the third quarter of
fiscal 1992 with a total of $15.1 million of costs deferred. The amounts of
amortization charged to income were $3 million, $3 million and $1 million in
1994, 1993 and 1992, respectively, based on a five-year period.
The estimated fair value of each class of financial instrument as of May 31,
1994 approximates carrying value except for Chaparral's long-term debt. The fair
value of all long-term debt at May 31, 1994, estimated by applying discounted
cash flow analysis based on interest rates currently available to the Company
for such debt with similar terms and remaining maturities, is approximately
$218.2 million compared to the carrying amount of $202.4 million.
Certain amounts in the 1992 and 1993 financial statements have been reclassified
to conform to the 1994 presentation.
WORKING CAPITAL
Working capital totaled $161.4 million at May 31, 1994, compared to $159.4
million at the prior year-end.
Notes and accounts receivable of $76.8 million at May 31, 1994, compared with
$76.7 million in 1993, are presented net of allowances for doubtful receivables
of $4.6 million in 1994 and $4.2 million in 1993.
Inventories are stated at cost (not in excess of market) generally using the
last-in, first-out method (LIFO). If the average cost method (which approximates
current replacement cost) had been used, inventory values would have been higher
by $12.0 million in 1994 and $6.6 million in 1993.
Inventories are summarized as follows:
<TABLE>
<CAPTION>
- - ----------------------------------------------
In thousands 1994 1993
- - ----------------------------------------------
<S> <C> <C>
Finished products $ 72,583 $ 54,049
Work in process 21,708 21,279
Raw materials and supplies 41,560 42,659
- - ----------------------------------------------
$135,851 $117,987
=================
</TABLE>
<PAGE>
LONG-TERM DEBT
Long-term debt is comprised of the following:
<TABLE>
<CAPTION>
- - ---------------------------------------------------------------------------------------------------
In thousands 1994 1993
- - ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Secured Debt
Senior note due through 1999, interest rate at 6.69% (2% over LIBOR) $71,000 $ --
First mortgage notes of Chaparral, due through 1995, interest rates
from 5% to 5.5% (up to 2% over LIBOR) 7,256 15,759
First mortgage notes of Chaparral, due through 2001, interest rate
14.2% 26,595 30,687
Purchase money obligations, maturing through 1999, interest rates
from 7% to 11.5% 3,727 3,867
Unsecured Debt
Senior notes of Chaparral, due through 2004, interest rates to 10.85% 80,000 80,000
Pollution control bonds, due through 2007, interest rates from 4.5%
to 10% 11,366 12,719
Refinanced debt -- 92,674
Converted debt -- 49,965
Other, maturing through 2005, interest rates from 7.5% to 10% 2,446 4,366
- - ---------------------------------------------------------------------------------------------------
202,390 290,037
Less current maturities 31,127 22,794
- - ---------------------------------------------------------------------------------------------------
$171,263 $267,243
======================
</TABLE>
Annual maturities of long-term debt for each of the five succeeding years are
$31.1, $32.6, $28.6, $28.5 and $28.0 million.
The Company has available a bank line of credit of $25 million of which $4.4
million has been utilized to support letters of credit. This line is due to
expire in November 1996. The interest rate charged on borrowings is 1.75% over
LIBOR. Commitment fees at an annual rate of 1/2 of 1% are paid on the unused
portion of this line.
Chaparral has utilized $15 million of its $20 million available bank lines of
credit, which are due to expire in January 1995, if not renewed. Interest rates
on borrowings currently range from 4.69% to 4.88%. Commitment fees at an annual
rate of 3/8 of 1% are paid on the unused portions of these lines.
The loan agreements contain covenants which provide for minimum working capital,
restrictions on purchases of treasury stock, payment of dividends on common
stock, limitations on incurring certain indebtedness and making certain
investments. Under the most restrictive of these agreements, the aggregate
amount of annual cash dividends on common stock is limited based on the ratio,
excluding Chaparral, of earnings before interest, taxes, depreciation and
amortization plus dividends from Chaparral to fixed charges. Chaparral loan
agreements also restrict dividends and advances to its shareholders, including
the parent company, to $33.0 million as of May 31, 1994. The Company and
Chaparral are in compliance with all loan covenant restrictions.
<PAGE>
As a result of a sinking fund payment and a notice of redemption issued by the
Company, holders of $46.9 million of the Company's outstanding 9% convertible
subordinated debentures due in 2008 converted such debentures into 1,432,296
shares of the Company's common stock at $32.74 per share. Assuming these
convertible debentures had been converted as of June 1, 1993, supplemental
earnings per share for fiscal year 1994 would have been $2.20.
Property, plant and equipment, principally Chaparral's, carried at a net amount
of approximately $231.0 million at May 31, 1994 is mortgaged as collateral for
$37.6 million of secured debt. The Company's Chaparral stock is pledged as
collateral for the $71 million Senior note and the $25 million line of credit.
The amount of interest paid was $31.6 million in 1994, $33.4 million in 1993 and
$34.7 million in 1992. Interest capitalized totaled $3.4 million in 1992.
SHAREHOLDERS' EQUITY
Common stock consists of:
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------
In thousands 1994 1993
- - -------------------------------------------------------------------
<S> <C> <C>
Shares authorized 15,000 15,000
Shares outstanding at May 31 12,489 11,015
Average shares outstanding including equivalents 11,327 11,085
Shares held in treasury 45 85
Shares reserved for:
Convertible subordinated debentures -- 1,526
Stock options and other 1,334 640
</TABLE>
There are authorized 100,000 shares of Cumulative Preferred Stock, no par value,
of which 20,000 shares are designated $5 Cumulative Preferred Stock (Voting),
redeemable at $105 per share and entitled to $100 per share upon dissolution.
There were 5,976 shares of $5 Cumulative Preferred Stock outstanding at May 31,
1994 and 1993.
An additional 50,000 shares are designated Series A Junior Participating
Preferred Stock, redeemable under certain conditions at a redemption price,
subject to adjustment, equal to 200 times the aggregate amount to be distributed
per share to holders of Common Stock but not less than $100. There are
outstanding rights, issued to common shareholders under the Company's
Shareholders Protection Plan, to purchase 48,484 shares of Series A Junior
Participating Preferred Shares, none of which were outstanding. Under certain
conditions, each right may be exercised to purchase one two-hundredth of a share
for $100. The rights, which are non-voting, expire in 1996 and may be redeemed
by the Company at a price of five cents per right at any time.
STOCK OPTION PLANS
The Company's stock option plans provide that non-qualified and incentive stock
options to purchase Common Stock may be granted to officers and key employees at
market prices at date of grant. Generally, options become exercisable in
installments beginning one or two years after date of grant, and expire six or
ten years later depending on the initial date of grant. A summary of option
transactions for the two years ended May 31, 1994, follows:
<TABLE>
<CAPTION>
Shares Under Aggregate
Option Option Price
- - -----------------------------------------------------------------------
$ In thousands 1994 1993 1994 1993
- - -----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Outstanding at June 1 429,874 471,068 $10,129 $11,105
Granted 87,450 60,500 2,108 1,388
Exercised (134,492) (14,508) (3,856) (320)
Cancelled (22,828) (87,186) (598) (2,044)
- - -----------------------------------------------------------------------
Outstanding at May 31 360,004 429,874 $ 7,783 $10,129
======================================
Shares at May 31
Exercisable 71,644
Available for future grants 914,550
</TABLE>
The options outstanding at May 31, 1994, expire on various dates to October 19,
2003.
<PAGE>
INCOME TAXES
The provisions for income taxes are composed of:
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------
In thousands 1994 1993 1992
- - ----------------------------------------------------------------------
<S> <C> <C> <C>
Current $11,766 $ 3,637 $1,305
Deferred 3,790 (4,283) 432
- - ----------------------------------------------------------------------
Expense (benefit) $15,556 $ (646) $1,737
==========================
</TABLE>
A reconcilement from statutory federal taxes to the above provisions follows:
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------
In thousands 1994 1993 1992
- - ----------------------------------------------------------------------
<S> <C> <C> <C>
Taxes at statutory rate $15,256 $ 6 $ 1,704
Change in statutory federal tax rate 1,949 -- --
Tax credit carryforwards (36) 653 546
Additional depletion (2,107) (1,831) (1,213)
Goodwill 811 788 788
State income tax 242 220 276
Non taxable insurance benefits (528) (481) (377)
Other -- net (31) (1) 13
- - ----------------------------------------------------------------------
$15,556 $ (646) $ 1,737
==========================
</TABLE>
Effective June 1, 1992, the Company adopted Statement of Financial Accounting
Standards 109, "Accounting for Income Taxes" (SFAS 109). An additional income
tax provision of $1,949,000 was recognized in 1994, due to federal tax
legislation enacted on August 10, 1993, which increased the corporate tax rate
to 35%.
The provision for 1992 deferred income taxes (prior to the adoption of SFAS 109)
was principally comprised of the tax effects of temporary differences as
follows: $3.2 million commissioning costs, $4.6 million real estate gains and
($7.0 million) net operating loss utilization.
The Company joins in filing a consolidated tax return with its subsidiaries.
Current and deferred tax expense is allocated among the members of the group
based on the net taxable income or loss of the individual member.
As of May 31, 1994, for tax purposes, the Company has net operating loss
carryforwards available for offset against both regular taxable income and
alternative minimum taxable income of approximately $6.1 million, which expire
in the years 1997 through 2000. The Company has general business tax credit
carryforwards of approximately $2.5 million which expire in the years 1995
through 2009. The Company made income tax payments of $9.7 million, $.4 million,
and $2.5 million in 1994, 1993 and 1992, respectively.
<PAGE>
The components of the net deferred tax liability at May 31 are summarized below:
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------
In thousands 1994 1993
- - ----------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets
Deferred compensation $ 3,317 $ 3,360
Expenses not currently tax deductible 9,154 9,924
Tax cost in inventory 3,516 3,148
Net operating loss carryforwards 2,129 8,772
Tax credit carryforwards 2,486 4,403
Alternative minimum tax credit carryforwards 18,446 14,232
Other -- 826
- - ----------------------------------------------------------------------
Total deferred tax assets 39,048 44,665
Deferred tax liabilities
Accelerated tax depreciation 72,800 73,952
Deferred real estate gains 5,488 5,331
Deferred acquisition expense 9,381 9,113
Commissioning costs 2,817 3,762
Other 1,427 1,583
- - ----------------------------------------------------------------------
Total deferred tax liabilities 91,913 93,741
Net tax liability 52,865 49,076
Less current portion (asset) (10,691) (11,392)
- - ----------------------------------------------------------------------
Net deferred tax liability $ 63,556 $ 60,468
===================
</TABLE>
LEGAL PROCEEDINGS AND CONTINGENT LIABILITIES
The Company is subject to federal, state and local environmental laws and
regulations concerning, among other matters, air emissions, furnace dust
disposal and wastewater discharge. The Company believes it is in substantial
compliance with applicable environmental laws and regulations. Notwithstanding
such compliance, if damage to persons or property or contamination of the
environment has been or is caused by the conduct of the Company's business or by
hazardous substances or wastes used in, generated or disposed of by the Company,
the Company may be held liable for such damages and be required to pay the cost
of investigation and remediation of such contamination. The amount of such
liability could be material. Changes in federal or state laws, regulations or
requirements or discovery of unknown conditions could require additional
expenditures by the Company.
The Company and subsidiaries are defendants in lawsuits which arose in the
normal course of business. In management's judgment (based on the opinion of
counsel) the ultimate liability, if any, from such legal proceedings will not
have a material effect on the consolidated financial position.
RETIREMENT PLANS
Substantially all employees of the Company are covered by a series of defined
contribution retirement plans. The amount of pension expense charged to costs
and expenses for the above plans was $1.5 million in 1994, $1.8 million in 1993,
and $1.7 million in 1992. It is the Company's policy to fund the plans to the
extent of charges to income.
INCENTIVE PLANS
All personnel employed as of May 31 share in the pretax income of the Company
for the year then ended based on predetermined formulas. The duration of the
plans is one year and is subject to annual renewal by the Company's Board of
Directors. The expense for these plans, included in selling, general and
administrative, was $4.1 million, $1.8 million and $1.4 million for 1994, 1993,
and 1992, respectively.
Certain executives of Chaparral participate in a deferred compensation plan
based on a five-year average of earnings. Amounts recorded as expense
(reduction) under the plan were $(2.0) million, $(2.4) million and $(.6) million
for 1994, 1993, and 1992, respectively.
<PAGE>
OPERATING LEASES
Total expense for operating leases for mobile equipment, office space and other
items (other than for mineral rights) amounted to $10.0 million in 1994, $9.6
million in 1993 and $9.9 million in 1992. Non-cancelable operating leases with
an initial or remaining term of more than one year totaled $20.8 million at May
31, 1994. Annual lease payments for the five succeeding years are $5.3 million,
$4.4 million, $3.1 million, $4.1 million and $.6 million.
BUSINESS SEGMENTS
Business segment information is on pages 4 and 5. Intersegment sales, which are
not material, are accounted for at prices comparable to normal trade customer
sales. Operating profit is total sales and revenue less operating costs and
expenses, excluding general corporate expenses and interest expense.
Identifiable assets by segment are those assets that are used in the Company's
operations in each segment. Corporate assets consist primarily of cash and
temporary investments, real estate subsidiaries and other financial assets not
identified with a major business segment.
QUARTERLY FINANCIAL INFORMATION (Unaudited)
The following is a summary of quarterly financial information for the two years
ended May 31, 1994 (in thousands except per share):
<TABLE>
<CAPTION>
Three months ended
- - ------------------------------------------------------------------------
1994 Aug. Nov. Feb. May
- - ------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales
Steel $101,896 $117,225 $118,687 $124,467
Cement/concrete 66,852 55,898 51,414 70,708
- - ------------------------------------------------------------------------
168,748 173,123 170,101 195,175
======================================
Operating profit
Steel 4,353 10,741 10,697 9,665
Cement/concrete 11,568 8,309 5,588 21,209
- - ------------------------------------------------------------------------
15,921 19,050 16,285 30,874
======================================
Net income 1,426 5,585 2,866 15,874
Per share
Net income * .13 .51 .26 1.33
Dividends .05 .05 .05 .05
Stock price
High 24 7/8 26 36 39 3/4
Low 21 7/8 23 1/8 26 30 7/8
</TABLE>
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------
1993 Aug. Nov. Feb. May
- - ------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales
Steel $101,558 $106,568 $103,396 $108,688
Cement/concrete 53,948 46,843 38,884 54,407
- - ------------------------------------------------------------------------
155,506 153,411 142,280 163,095
======================================
Operating profit
Steel (682) 4,913 4,371 4,288
Cement/concrete 9,365 7,036 730 14,551
- - ------------------------------------------------------------------------
8,683 11,949 5,101 18,839
======================================
Net income (loss) (943) 264 (4,465) 6,202
Per share
Net income (loss) (.08) .03 (.40) .56
Dividends .05 .05 .05 .05
Stock prices
High 24 1/4 21 3/4 28 3/4 28 1/2
Low 20 1/2 19 1/4 20 5/8 21 1/4
</TABLE>
*The sum of these amounts does not equal the annual amount because of changes in
the average number of common equity shares outstanding during the year.
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Board of Directors
Texas Industries, Inc.
We have audited the accompanying consolidated balance sheets of Texas
Industries, Inc. and subsidiaries as of May 31, 1994 and 1993, and the related
consolidated statements of income, cash flows and shareholders' equity for each
of the three years in the period ended May 31, 1994. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Texas Industries,
Inc. and subsidiaries at May 31, 1994 and 1993, and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended May 31, 1994, in conformity with generally accepted accounting principles.
/s/ Ernst & Young, LLP
-------------------------------
Dallas, Texas
July 15, 1994
FORM 10-K REQUESTS
Shareholders may obtain, without charge, a copy of the Company's Form 10-K for
the year ended May 31, 1994, as filed with the Securities and Exchange
Commission. Written requests should be addressed to Investor Relations.
The information contained herein is not given in connection with any sale or
offer of, or solicitation of any offer to buy, any securities.
TRANSFER AGENT AND REGISTRAR
Chemical Bank
Common Stock
Shareholder Inquiries 1-800-635-9270
STOCK EXCHANGE LISTING
New York Stock Exchange (ticker symbol TXI)
ANNUAL MEETING
The Annual Meeting of Shareholders of Texas Industries, Inc. will be held
Tuesday, October 18, 1994, at 9:30 a.m. CDT, at The Ballpark in Arlington, 1000
Ballpark Way, Arlington, Texas. Proxies for this Meeting will be requested by
Management. All Shareholders are cordially urged to attend in order to comment
and advise on matters concerning the Company.
<PAGE>
TEXAS INDUSTRIES, INC.
DIRECTORS
Ralph B. Rogers
Chairman of the Board
Robert D. Rogers
President and Chief Executive Officer
Robert Alpert, Chairman of the Board
Alpert Companies
Dallas, Texas
Gordon E. Forward, President and Chief Executive Officer
Chaparral Steel Company
Midlothian, Texas
Richard I. Galland
Attorney at Law
Dallas, Texas
Gerald R. Heffernan, President
G. R. Heffernan & Associates, Ltd.
Toronto, Ontario
Ian Wachtmeister, Chairman and Chief Executive Officer
The Empire AB
Stockholm
CORPORATE OFFICERS
Robert D. Rogers
President and Chief Executive Officer
Melvin G. Brekhus
Vice President -- Cement Production
Brooke E. Brewer
Vice President -- Human Resources
Roman J. Figueroa
Vice President -- Aggregates
Richard M. Fowler
Vice President -- Finance
James R. McCraw
Vice President -- Controller
Robert C. Moore
Vice President -- General Counsel and Secretary
Burl W. Ruth
Vice President -- Concrete
Tommy A. Valenta
Vice President -- North Texas Concrete/Cement Marketing
Kenneth R. Allen
Treasurer
E. Leo Faciane
Environmental Affairs
Julia P. Fuller
Assistant Treasurer
CHAPARRAL STEEL COMPANY
DIRECTORS
Robert D. Rogers
Chairman of the Board
Gordon E. Forward
President and Chief Executive Officer
Robert Alpert, Chairman of the Board
Alpert Companies
Dallas, Texas
John M. Belk, Chairman of the Board
Belk Stores Services, Inc.
Charlotte, North Carolina
Lic. Eugenio Clariond Reyes
Director General and Chief Executive Officer
Grupo IMSA, S.A.
Monterrey
Gerald R. Heffernan, President
G. R. Heffernan & Associates, Ltd.
Toronto, Ontario
Dr. Gerhard Liener, Chief Financial Officer
Daimler - Benz AG
Stuttgart
OFFICERS
Gordon E. Forward
President and Chief Executive Officer
Kenneth R. Allen
Director -- Investor Relations
Dennis E. Beach
Vice President -- Administration
Larry L. Clark
Vice President -- Controller and Assistant Treasurer
David A. Fournie
Vice President -- Operations
Richard M. Fowler
Senior Vice President -- Finance
Richard T. Jaffre
Vice President -- Raw Materials
Robert C. Moore
Vice President -- General Counsel and Secretary
Libor F. Rostik
Senior Vice President -- Engineering
Jeffry A. Werner
Senior Vice President -- Commercial
Peter H. Wright
Vice President -- Quality Control and SBQ Sales
<PAGE>
EXHIBIT 21
STATE OF
WHOLLY-OWNED SUBSIDIARIES OF REGISTRANT INCORPORATION
- - --------------------------------------- -------------
Athens Brick Company Delaware
Brookhollow of Virginia, Inc. Virginia
Brookhollow Corporation Delaware
Brookhollow of Alexandria, Inc. Louisiana
Brookhollow of Houston, Inc. Texas
Brook Hollow Properties, Inc. Texas
Empire Central Investment Corporation Texas
Brookhollow Hotel Corporation Texas
Brookhollow of North Carolina, Inc. North Carolina
Brookhollow/Arlington, Inc. Texas
Clodine Properties Inc. Texas
Creole Corporation Delaware
Crestview Corporation Tennessee
Diamond Pro Inc. Texas
Dolphin Construction Company Louisiana
Louisiana Industries, Inc. Louisiana
TXI Aggregate Transportation Company Texas
TXI Aviation, Inc. Texas
TXI Cement Company, formerly TXI Structural Products, Inc. Delaware
TXI Transportation Company Texas
COMPANY 81% OWNED BY REGISTRANT
- - -------------------------------
Chaparral Steel Company Delaware
TA Joist Company Delaware
Ferrco Dallas, Inc. Texas
COMPANIES 80% OWNED BY CHAPARRAL
--------------------------------
American Steel Transport, Inc. Texas
<PAGE>
EXHIBIT 23
Consent of Independent Auditors
We consent to the incorporation by reference in this Annual Report (Form 10-K)
of Texas Industries, Inc. of our report dated July 15, 1994, included in the
1994 Annual Report to Shareholders of Texas Industries, Inc.
Our audits also included the financial statement schedules of Texas Industries,
Inc. listed in Item 14(a). These schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, the financial statement schedules referred to above,
when considered in relation to the basic financial statements taken as a whole
present fairly in all material respects the information set forth therein.
We also consent to the incorporation by reference in the Registration Statement
Number 2-95879 on Form S-8, Post-Effective Amendment Number 9 to Registration
Statement Number 2-48986 on Form S-8, and Registration Number 33-53715 on Form
S-8 of Texas Industries, Inc. and in the related Prospectuses of our report
dated July 15, 1994, with respect to the consolidated financial statements and
schedules of Texas Industries, Inc. included or incorporated by reference in
this Annual Report (Form 10-K) for the year ended May 31, 1994.
/s/ Ernst & Young LLP
--------------------------
Ernst & Young LLP
Dallas, Texas
August 24, 1994
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
Each of the undersigned hereby constitutes and appoints ROBERT D. ROGERS,
RICHARD M. FOWLER and JAMES R. McCRAW, and each of them, with full power of
substitution as the undersigned's attorney or attorney-in-fact, to sign for each
of them and in each of their names, as members of the Board of Directors, an
Annual Report on Form 10-K for the year ended May 31, 1994, and any and all
amendments, filed by TEXAS INDUSTRIES, INC., a Delaware corporation, with the
Securities and Exchange Commission under the provisions of the Securities Act of
1934, as amended, with full power and authority to do and perform any and all
acts and things necessary or appropriate to be done in the premises.
DATED: July 15, 1994
------------------------------
ROBERT ALPERT
(Director)
/s/ GORDON E. FORWARD
------------------------------
GORDON E. FORWARD
(Director)
/s/ RICHARD I. GALLAND
------------------------------
RICHARD I. GALLAND
(Director)
/s/ GERALD R. HEFFERNAN
------------------------------
GERALD R. HEFFERNAN
(Director)
/s/ RALPH B. ROGERS
------------------------------
RALPH B. ROGERS
(Director)
/s/ IAN WACHTMEISTER
------------------------------
IAN WACHTMEISTER
(Director)
STATE OF TEXAS (S)
(S)
COUNTY OF DALLAS (S)
On this 15th day of July, 1994, before me personally came ROBERT ALPERT,
--------------
GORDON E. FORWARD, RICHARD I. GALLAND, GERALD R. HEFFERNAN, RALPH B. ROGERS AND
- - -------------------------------------------------------------------------------
IAN WACHTMEISTER, known to me to be the same persons described in and who
- - ----------------
executed the foregoing Power of Attorney and each of them duly acknowledged to
me that they each executed the same for the purposes therein stated.
/s/ GWYNN E. HERRICK
------------------------------
[SEAL] Notary Public in and for the
State of Texas
