<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
<TABLE>
<C> <S>
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/X/ Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
_____________________________TEXAS INDUSTRIES, INC._____________________________
(Name of Registrant as Specified In Its Charter)
___________________________ROBERT C. MOORE, SECRETARY___________________________
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
<TABLE>
<C> <S>
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
- ----------------------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- ----------------------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:(1)
- ----------------------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- ----------------------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or the
form or schedule and the date of its filing.
(1) Amount previously paid:
- ----------------------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- ----------------------------------------------------------------------------------------------
(3) Filing party:
- ----------------------------------------------------------------------------------------------
(4) Date filed:
- ----------------------------------------------------------------------------------------------
<FN>
- ------------------------
(1) Set forth the amount of which the filing fee is calculated and state how it
was determined.
</TABLE>
<PAGE>
PRELIMINARY PROXY STATEMENT
TEXAS INDUSTRIES, INC.
1341 W. MOCKINGBIRD LANE - DALLAS, TEXAS
75247 - (214) 647-6700
August , 1995
DEAR SHAREHOLDER:
You are cordially invited to attend the Annual Meeting of the Shareholders
of Texas Industries, Inc., to be held at 9:30 A.M. Central Daylight Time, on
Tuesday, October 17, 1995, at KERA-KDTN, 3000 Harry Hines Boulevard, Dallas,
Texas.
The following Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted at the Meeting. During the Meeting, we will
also report on the operations of the Company. Our 1995 Annual Report accompanies
this Proxy Statement.
It is important that your shares be represented at the Meeting regardless of
the size of your holdings. If you are unable to attend in person, we urge you to
participate by voting your shares by proxy. You may do so by filling out and
returning the enclosed proxy card.
If you arrive early, you are invited to have coffee and meet informally with
the Directors.
Sincerely,
ROBERT D. ROGERS
PRESIDENT
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 17, 1995
The Annual Meeting of Shareholders of Texas Industries, Inc. (the
"Company"), will be held at KERA-KDTN, 3000 Harry Hines Boulevard, Dallas,
Texas, on Tuesday, October 17, 1995, at 9:30 A.M. (C.D.T.) for the following
purposes:
1. To elect three (3) Directors to terms expiring in 1998.
2. To amend the Company's Certificate of Incorporation to increase the
number of authorized shares of Common Stock.
3. To amend the Texas Industries, Inc. 1993 Stock Option Plan to
increase the number of shares of Common Stock covered by the option
automatically granted to non-employee Directors.
4. To approve the performance-based incentive compensation provision of
the employment contract of the Company's Chief Executive Officer.
5. To transact such other business that may properly come before the
Meeting or any adjournment thereof.
Only Shareholders of record at the close of business on August 21, 1995,
will be entitled to vote at the meeting. A list of such Shareholders will be
open to the examination of any Shareholder during ordinary business hours for a
period of ten days prior to the meeting, at the Executive Offices of the Company
at 1341 W. Mockingbird Lane, Dallas, Texas.
While you are encouraged to attend the meeting, you are requested to date,
sign and return promptly the accompanying proxy in the enclosed envelope
provided for that purpose.
By Order of the Board of Directors,
ROBERT C. MOORE
SECRETARY
Dallas, Texas
August , 1995
<PAGE>
TEXAS INDUSTRIES, INC.
1341 W. MOCKINGBIRD LANE - DALLAS, TEXAS 75247 - (214) 647-6700
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 17, 1995
SOLICITATION OF PROXIES
This Proxy Statement is furnished in connection with the solicitation by and
on behalf of the Board of Directors of Texas Industries, Inc., a Delaware
corporation (the "Company"), of proxies in the accompanying form for exercise at
the Annual Meeting of Shareholders of the Company to be held on October 17,
1995, and at any adjournment thereof. The approximate date on which this Proxy
Statement and accompanying proxy were first sent to Shareholders is August ,
1995.
The cost of soliciting proxies in the accompanying form has been, or will
be, borne by the Company. In addition to solicitation by mail, the Company will
request banks, brokers and other custodians, nominees, and fiduciaries to send
proxy material to the beneficial owners and to secure their voting instructions,
if necessary. The Company will reimburse them for their expenses in so doing.
Officers and regular employees of the Company may solicit proxies personally, by
telephone or telegrams from some Shareholders, if proxies are not promptly
received. In addition, the Company has retained Chemical Banking Corporation to
assist in the solicitation of proxies at a cost of $5,000 plus reasonable
out-of-pocket expenses.
OUTSTANDING VOTING STOCK AND QUORUM
The outstanding voting securities of the Company as of August 21, 1995, were
00,000,000 shares of the Common Stock of the Company and 5,976 shares of the $5
Cumulative Preferred Stock of the Company. Each share is entitled to one vote.
The presence at the Meeting, in person or by proxy, of the holders of a majority
of the issued and outstanding voting securities of the Company is necessary to
constitute a quorum to transact business.
VOTING OF PROXY
The proxy enclosed is designed to permit each Shareholder of record at the
close of business on August 21, 1995, to vote at the Annual Meeting and at any
adjournments thereof. Shares cannot be voted at the meeting unless the owner is
present or represented by proxy. Any proxy may be revoked prior to the voting by
notice in writing to the Secretary of the Company at the address stated above.
The shares represented by any unrevoked proxy in the accompanying form, if such
proxy is properly executed and returned, will be voted in accordance with the
specifications made thereon, or in the absence of such specifications, in
accordance with the Board of Directors' recommendations.
<PAGE>
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 June 30, 1995.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS TITLE OF OF BENEFICIAL PERCENT
OF BENEFICIAL OWNER SECURITY OWNERSHIP OF CLASS
- ------------------------------------------------- ------------------- ---------------------- ------------
<S> <C> <C> <C>
Dietche & Field Advisors, Inc. Common Stock 814,000 shares(1) 7.4%
437 Madison Avenue
New York, NY 10022
FMR Corp. Common Stock 1,314,100 shares(2) 11.9%
82 Devonshire Street
Boston, Massachusetts 02109
Trimark Investment Management, Inc. Common Stock 752,835 shares(3) 6.8%
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
Kray & Co. $5 Cumulative 1,213 shares 20.2%
One Financial Place Preferred Stock
440 LaSalle Street
Chicago, IL 60605
<FN>
- ------------------------
(1) 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.
(2) Based on Amendment 2 to Schedule 13G dated February 13, 1995 which
indicates that FMR Corp. has sole voting power over 57,200 shares and sole
dispositive power over 1,314,100 shares.
(3) 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.
</TABLE>
2
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The bylaws of the Company provide for a board of not less than three nor
more than twenty-one directors with the actual number to serve at any time to be
determined by resolution of the board. The bylaws further provide that the board
shall be divided into three classes, each class being as nearly equal in number
as possible. The three classes have staggered terms of three years. The terms of
office of three of the Directors expire at this Annual Meeting and the proxies
solicited hereby cannot be voted for a greater number of persons than the three
nominees named below. Unless otherwise indicated, all proxies that authorize the
persons named therein to vote for the election of directors will be voted for
the election of the nominees named below, each of which is presently a Director
of the Company. Directors are elected by plurality vote. If any of the nominees
named should not be available for election as a result of unforeseen
circumstances, it is the intention of the persons named in the proxy to vote for
the election of such substitute nominee, if any, as the Board of Directors may
propose.
NOMINEES FOR DIRECTORS
The following are nominees for election as directors of the Company for a
term of office expiring at the Annual Meeting of Shareholders in 1998 or until
their respective successors shall have been elected and qualified.
<TABLE>
<CAPTION>
SERVED AS PROPOSED
PRINCIPAL OCCUPATION DIRECTOR TERM TO
NAME AGE DURING PAST FIVE YEARS SINCE EXPIRE
- -------------------------- --- --------------------------------------------------------------- ----------- -----------
<S> <C> <C> <C> <C>
Robert D. Rogers.......... 59 President and Chief Executive Officer of the Company(a)(b) 1970 1998
Ian Wachtmeister.......... 62 Chairman and Chief Executive Officer of The Empire, AB, 1977 1998
Stockholm, Sweden
Gerald R. Hefferman....... 76 President, G.R. Heffernan Associates, Ltd., Toronto, Ontario, 1986 1998
Candada, since April 1990; Chairman of the Board of Co-Steel
Inc., Toronto, Ontario, Canada, from January 1987 to April
1990; Director, Chaparral Steel Company
</TABLE>
CONTINUING DIRECTORS
The term of office for each of the continuing directors expires at the
Annual Meeting of Shareholders to be held in the year indicated below, or until
his or her successor shall have been elected and qualified.
<TABLE>
<CAPTION>
SERVED AS
PRINCIPAL OCCUPATION DIRECTOR TERM TO
NAME AGE DURING PAST FIVE YEARS SINCE EXPIRE
- -------------------------- --- ----------------------------------------------------------------- ----------- -----------
<S> <C> <C> <C> <C>
Robert Alpert............. 63 Chairman of the Board of Alpert Companies (investments) Dallas, 1975 1996
Texas(b)
Richard I. Galland........ 79 Attorney at Law since January 1991; Of Counsel, Jones, Day, 1974 1996
Reavis and Pogue, a law firm, Dallas, Texas(c)
Elizabeth C. Williams..... 52 Vice President for Business & Finance/Treasurer, Southern 1995 1996
Methodist University, Dallas, Texas
Gordon E. Forward......... 59 President and Chief Executive Officer of Chaparral Steel 1995 1997
Company(d)
James M. Hoak, Jr......... 51 Chairman of Heritage Media Corporation (broadcasting and 1995 1997
advertising), Dallas, Texas since 1987; Chairman of Cypress
Capital Corporation (private investment company), Dallas, Texas,
since 1991; Chairman and President of James M. Hoak & Co.
(investment banking) and Hoak Securities Corp. (securities
broker-dealer), Dallas, Texas since 1995; Chairman and Chief
Executive Officer of Crown Media, Inc. (cable television),
Dallas, Texas, from 1991-1995(e)
<FN>
- ------------------------------
(a) Mr. Robert D. Rogers is the son of Mr. Ralph B. Rogers.
(b) Messrs. Alpert and Rogers are members of the Board of Directors of
Consolidated Freightways, Inc. and Chaparral Steel Company.
(c) Mr. Galland is a member of the Board of Directors of D.R. Horton, Inc. and
Associated Materials Inc.
(d) Mr. Forward is a member of the Board of Directors of Chaparral Steel
Company.
(e) Mr. Hoak is a member of the Board of Directors of Airgas, Inc., Heritage
Media Corporation, Midwest Resources Inc., Pier I Imports, Inc. and Sun
Coast Industries, Inc.
</TABLE>
3
<PAGE>
BOARD COMMITTEES, MEETINGS, ATTENDANCE AND FEES
The Board of Directors has an Audit Committee and a Compensation Committee
and the full Board of Directors acts in lieu of a Nominating Committee. The
Company's Compensation Committee, composed during the last fiscal year of
Directors Galland, Alpert, Forward and Hoak, met twice during the year. The
Compensation Committee recommends and approves the salaries of top management of
the Company and all stock option awards to key employees of the Company and its
subsidiaries. Its actions are subject to the review and approval of the Board of
Directors.
The Company's Audit Committee, composed during the last fiscal year of
Directors Alpert, Heffernan, Wachtmeister and Williams, met twice with the
independent public accountants during the year. The Audit Committee reviews the
scope, plan and results of the annual audit with the independent auditors;
approves and ratifies each professional service provided by the independent
auditors; considers the independence of the auditors; and reviews and approves
all non-audit fees paid to the independent auditors.
The Board, acting in lieu of a Nominating Committee, will consider nominees
for directors recommended by shareholders. Communications to the Board may be
addressed in care of the Company's Secretary at the Company's Executive Offices.
The Board of Directors met four times during the last fiscal year. Except
for Mr. Alpert, who missed one meeting of the audit committee, each Director
attended more than 75 percent of the meetings of the Board of Directors and the
meetings of the committees on which he or she served.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company currently receive $15,000 per
year plus $1,000 for each day that a Board or Committee Meeting is attended.
Under a deferred compensation arrangement, such amount may be deferred in whole
or in part at the election of the Director. Compensation so deferred is
denominated in shares of the Company's Common Stock determined by reference to
the average market price during the thirty (30) trading days prior to the date
of the arrangement. Dividends are credited to the account in the form of common
stock at a value equal to the fair market value of the stock on the date of
payment of such dividend. The Company also reimburses Directors for travel,
lodging and related expenses they may incur in attending Board and Committee
meetings.
OTHER TRANSACTIONS
No reportable transactions occurred between the Company and any director,
nominee for director, officer or any affiliate of, or person related to, any of
the foregoing since the beginning of the Company's last fiscal year (June 1,
1994).
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is comprised exclusively of Directors who are not
officers or employees of the Company. Mr. Forward is President, Chief Executive
Officer and Director of Chaparral Steel Company, 81%-owned by the Company. The
President of the Company serves as a Director and on the Compensation Committee
of Chaparral Steel Company. No other executive officer of the Company serves or
has served on the Compensation Committee or as a director of another company,
one of whose executive officers serves as a member of the Compensation Committee
or as a Director of the Company.
4
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth as of June 30, 1995, the approximate number
of shares of Common Stock of the Company and common stock of Chaparral Steel
Company ("Chaparral") beneficially owned by each Director, by each executive
officer named in the Summary Compensation Table and by all directors and
executive officers of the Company as a group.
<TABLE>
<CAPTION>
COMPANY CHAPARRAL
COMMON SHARES COMMON SHARES
------------------- -------------------
BENEFICIALLY BENEFICIALLY
OWNED** %(1) OWNED** %(2)
------------ ---- ------------ ----
<S> <C> <C> <C> <C>
Robert Alpert................................................................... 5,555(3) * 1,000 *
Melvin G. Brekhus............................................................... 8,712(3) * None *
Gordon E. Forward............................................................... 57,974(3) * 101,100(4) *
Richard M. Fowler............................................................... 48,632(3) * 41,100(4) *
Richard I. Galland.............................................................. 10,807(3) * None *
Gerald R. Heffernan(5)(6)....................................................... 122,000(3) 1.1% None *
James M. Hoak, Jr............................................................... 2,000 * None *
Robert C. Moore................................................................. 19,467(3) * 19,600(4) *
Ralph B. Rogers(7).............................................................. 30,310(3) * 5,000 *
Robert D. Rogers(8)............................................................. 169,320(3) 1.5% 114,800(4) *
Tommy A. Valenta................................................................ 7,800(3) * None *
Ian Wachtmeister(9)............................................................. 4,371(3) * None *
Elizabeth C. Williams........................................................... 100 * None *
All Directors and Executive Officers as a
Group (17 Persons)............................................................. 522,276(3) 4.7% 285,650(4) *
<FN>
- ------------------------
* 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) 11,012,692 shares of Common Stock, which on June
30, 1995, 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 June
30, 1995, 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 June 30, 1995, as follows: Ralph B.
Rogers, 1,000 shares; Robert D. Rogers, 40,000 shares; Robert Alpert, 3,000
shares; Melvin G. Brekhus, 8,200 shares; Gordon E. Forward, 10,490 shares;
Richard M. Fowler, 16,600 shares; Richard I. Galland, 3,000 shares; Gerald
R. Heffernan, 2,000 shares; Robert C. Moore, 14,600 shares; Tommy A.
Valenta, 7,687 shares; Ian Wachtmeister, 2,000 shares; and all Directors
and Executive Officers as a group, 136,577 shares.
(4) Includes, with respect to such person(s), shares of common stock subject to
options exercisable within 60 days of June 30, 1995, as follows: Gordon E.
Forward, 86,000 shares; Richard M. Fowler, 40,000 shares; Robert C. Moore,
19,000 shares; Robert D. Rogers, 74,000 shares; and all Directors and
Executive Officers as a group, 222,000 shares.
(5) Mr. Heffernan owns 2,500 shares of $5 Preferred Stock, approximately 41.8%
of the class outstanding. See Security Ownership of Certain Beneficial
Owners.
(6) The wife of Mr. Heffernan owns 971 shares of Common Stock as to which he
disclaims beneficial ownership.
(7) The wife of Mr. Rogers owns 5,214 shares of Common Stock, as to which he
disclaims beneficial ownership.
(8) The wife of Mr. Rogers owns 4,000 shares of Chaparral common stock, as to
which he disclaims beneficial ownership.
(9) Includes 100 shares of Common Stock owned by the wife of Mr. Wachtmeister.
</TABLE>
5
<PAGE>
EXECUTIVE COMPENSATION
There is shown below information concerning the annual and long-term
compensation for services in all capacities to the Company for the fiscal years
ended May 31, 1995, 1994 and 1993, of those persons who were, at May 31, 1995,
(i) the chief executive officer and (ii) the other four most highly compensated
executive officers of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-------------------------------------------
PAYOUTS
ANNUAL COMPENSATION AWARDS ---------- ALL OTHER
NAME AND -------------------- ------------- LTIP COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) CLASS OF STOCK STOCK OPTIONS PAYOUTS($) ($)(5)
- ------------------------------------- ---- --------- -------- -------------- ------------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert D. Rogers(1) ................. 1995 637,324 727,050(4) Company 50,000 -0- 22,787
President and Chief Executive Chaparral 40,000
Officer 1994 631,916 -0- Company -0- -0- 22,635
Chaparral
1993 567,696 -0- Company -0- -0- 22,501
Chaparral
Richard M. Fowler(2) ................ 1995 190,000 85,500 Company -0- 58,500 4,664
Vice President -- Finance Chaparral 19,000
1994 190,000 43,130 Company 16,500 38,000 3,600
Chaparral
1993 180,000 43,200 Company -0- -0- 7,841
Chaparral
Melvin G. Brekhus ................... 1995 140,000 63,000 Company 22,500 51,000 4,476
Vice President -- Cement 1994 140,000 31,780 Company -0- 28,000 3,892
1993 118,333 28,400 Company 8,000 -0- 3,787
Tommy A. Valenta .................... 1995 135,000 60,750 Company 22,000 50,250 3,768
Vice President -- Concrete 1994 135,000 30,645 Company -0- 27,000 2,746
1993 112,500 27,000 Company 8,000 -0- 2,700
Robert C. Moore(3) .................. 1995 150,000 67,500 Company -0- 42,500 3,953
Vice President, General Counsel and Chaparral 3,000
Secretary 1994 130,000 29,510 Company 11,500 26,000 3,200
Chaparral
1993 120,000 28,800 Company -0- -0- 3,120
Chaparral
<FN>
- ------------------------------
(1) Mr. Rogers is Chairman of the Board of Chaparral and participates in its
stock option program.
(2) Mr. Fowler also serves as Senior Vice President -- Finance of Chaparral and
participates in Chaparral's profit sharing, stock option and performance
share programs. During 1993, he received no profit sharing payout. During
1995 and 1994, he received profit sharing payouts of $27,631 and $19,038,
respectively. In 1995, 1994 and 1993, he received increments of profit
sharing earned in 1989 but deferred, $309, $309 and $8,071, respectively.
Under the performance share program, he received dividends of $2,529 and
$1,422 in 1995 and 1994, respectively, and vested performance shares in the
amount of $68,108 were redeemed in 1993.
(3) Mr. Moore also serves as Vice President, General Counsel and Secretary of
Chaparral and participates in its profit sharing and stock option programs.
During 1993, he received no profit sharing payouts. During 1995 and 1994,
he received profit sharing payouts of $21,814 and $13,026 respectively.
(4) Payment of all but $100,000 of this bonus was deferred pursuant to the
terms of Mr. Rogers' employment contract.
(5) Vested and non-vested portion of amounts contributed and allocated by
employer to employee benefit plans.
</TABLE>
6
<PAGE>
The Company has entered into a three-year employment contract with Mr.
Robert D. Rogers, its President and Chief Executive Officer, which contract
expires May 31, 1996. Under the contract, Mr. Rogers receives a base salary
component of $300,000 and an annual award of 10,816 shares of Common Stock, or
the cash market value thereof. As incentive compensation under the contract, Mr.
Rogers can earn an incentive bonus equal to one percent of the Company's
consolidated pre-tax net income if such net income for the fiscal year equals
20% or more of the average common shareholder's equity for such year and an
additional one percent of such net income which is in excess of 20% of the
Company's average common shareholder's equity for such year; and, beginning with
fiscal year 1996 and so long as Mr. Rogers serves as the acting chief operating
officer of cement/ aggregate/concrete operations of the Company, he will also
participate in the annual cash incentive plans adopted by the Board of Directors
for such operations. In the event that Mr. Rogers' incentive compensation during
any one fiscal year is greater than $100,000, the Board of Directors may, in its
sole discretion, defer payment of such incentive in excess of $100,000 until
termination of employment and distribute such deferred amount in cash or Common
Stock in three equal annual installments.
The Company offers a Financial Security Plan for substantially all of its
senior managerial and executive employees, including officers of its
subsidiaries. The Plan includes disability benefits under certain circumstances
and death benefits payable to beneficiaries for a period of ten years or until
the participant would have attained age 65, whichever last occurs. Participants
who retire at or after attaining age 65 (age 60 in the case of executive
officers) will be entitled to a supplemental retirement benefit. In the event of
termination of employment under certain circumstances following a change in
control (as defined in the Plan), a participant will be deemed to be fully
vested in any supplemental retirement benefit, without reduction, provided by
the Plan.
1995 STOCK OPTION GRANTS
The following table sets forth certain information concerning options
granted during the fiscal year ended May 31, 1995 to each executive officer
named in the Summary Compensation table under the Company's stock option plans.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE OF ASSUMED
ANNUAL RATES OF STOCK
% OF TOTAL PRICE APPRECIATION
OPTIONS EXERCISE FOR
NO. OF GRANTED TO OR BASE OPTION TERM(%)(2)
CLASS OF OPTIONS EMPLOYEES IN PRICE PER EXPIRATION ---------------------
NAME STOCK GRANTED(1) 1995 SHARES($) DATE 0% 5% 10%
- ---------------------- --------- ---------- ------------ --------- ------------- --- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert D. Rogers...... Company 50,000 24.4% 33.6875 July 15, 2004 -0- 1,059,625 2,686,125
Chaparral 40,000 11.6% 8.375 January 18, -0- 210,200 533,000
2005
Richard M. Fowler..... Company -- -- -- -- -- -- --
Chaparral 19,000 5.5% 8.375 January 18, -0- 99,845 253,175
2005
Melvin G. Brekhus..... Company 22,500 11.0% 30.625 January 18, -0- 433,238 1,098,788
2005
Tommy A. Valenta...... Company 22,000 10.8% 30.625 January 18, -0- 423,610 1,074,370
2005
Robert C. Moore....... Company -- -- -- -- -- -- --
Chaparral 3,000 0.9% 8.375 January 18, -0- 15,765 39,975
2005
<FN>
- ------------------------
(1) The Company's options become exercisable in annual installments beginning
one year from the date of grant. Chaparral's options become exercisable in
annual installments beginning two years from the date of grant.
(2) The dollar amounts under these columns are the result of calculation at 0%
and at the 5% and 10% rates set by the Securities and Exchange Commission
and are not intended to forecast possible future appreciation, if any, of
the price of the Company stock. The Company did not use an alternative
formula for a grant date value as it is not aware of any formula which will
determine with reasonable accuracy a present value based on future unknown
or volatile factors.
</TABLE>
7
<PAGE>
OPTION EXERCISES AND YEAR-END VALUES
The following table provides information concerning each option exercised
during the 1995 fiscal year ended May 31, 1995 by each of the named executive
officers and the value of unexercised options held by such executive officer on
May 31, 1995.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL OPTIONS AT FISCAL
NUMBER OF YEAR END YEAR END($)(1)
SHARES ------------------ -------------------
CLASS OF ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME STOCK EXERCISE REALIZED($) UNEXERCISABLE UNEXERCISABLE
- ------------------------------------- ------------ ----------- ----------- ------------------ -------------------
<S> <C> <C> <C> <C> <C>
Robert D. Rogers..................... Company -0- -- 30,000/70,000 695,550/660,575
Chaparral -0- -- 74,000/56,000 -0-/45,000
Richard M. Fowler.................... Company -0- -- 9,300/17,200 132,146/237,285
Chaparral -0- -- 40,000/29,000 -0-/21,375
Melvin G. Brekhus.................... Company -0- -- 4,600/30,900 67,191/280,614
Tommy A. Valenta..................... Company 513 5,449 4,087/30,400 59,658/277,114
Robert C. Moore...................... Company -0- -- 8,300/13,200 118,584/183,035
Chaparral -0- -- 19,000/9,000 -0-/3,375
<FN>
- ------------------------
(1) Computed based upon the difference between aggregate fair market value and
aggregate purchase price.
</TABLE>
8
<PAGE>
PERFORMANCE GRAPH
The Company has two major business segments -- a cement/aggregate/concrete
segment operating under Texas Industries, Inc., and a steel segment operating
under Chaparral Steel Company, an 81%-owned subsidiary of the Company. The
Company's consolidated financial statements include the accounts of Chaparral.
The following chart compares the Company's cumulative total shareholder return
on its Common Stock for the five-year period ended May 31, 1995, with the
cumulative total return of the Standard & Poor's 500 Composite Stock Price Index
(the "S&P Stock"), the Standard & Poor's Steel Index (the "S&P Steel Group") and
a Cement Peer Group comprised of LaFarge Corporation, Lone Star Industries,
Inc., Medusa Corp. and Southdown, Inc. (the "Cement Peer Group"). These
comparisons assume the investment of $100 on May 31, 1990 and the reinvestment
of dividends.
TEXAS INDUSTRIES, INC.
FISCAL YEAR-END 1995
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
TEXAS INDUSTRIES,
INC. S&P 500 S&P STEEL GROUP CEMENT PEER GROUP
<S> <C> <C> <C> <C>
1990 $100.00 $100.00 $100.00 $100.00
1991 $97.87 $111.79 $91.26 $76.62
1992 $110.19 $122.81 $104.61 $86.89
1993 $105.98 $137.06 $157.38 $88.37
1994 $150.81 $142.90 $178.10 $121.75
1995 $176.14 $171.75 $150.05 $112.15
</TABLE>
9
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is composed of four
non-employee Directors. The Committee establishes the general compensation
policies of the Company and the compensation plans for executive officers. It
also administers the Company's Stock Option Plan. The Company's Benefit plans,
such as the Company's Retirement Plan and group insurance plan, are administered
by the Company's Human Resources Department.
GENERAL. The objective of the Company's management compensation program is
to (i) attract and retain highly qualified and productive individuals; (ii)
motivate such individuals; and (iii) align their interests with those of the
Company's shareholders by building long-term value and thereby improving the
return to the Company's shareholders. The program provides for competitive base
salaries, annual bonus opportunities, long term incentives in the form of a
rolling three-year incentive plan, stock options and competitive benefits
including health, life and disability insurance, vacation, a Financial Security
Plan and a savings and defined contribution retirement plan. Typically,
executives receive annual performance reviews. Such reviews cover considerations
such as revenue generated, operating profit, return on assets, cost
improvements, operational efficiency, safety, customer service, and cooperation
with other employees, depending on the responsibilities of the executive. Only
the Chief Executive Officer of the Company is subject to an employment
agreement. All other executives are employed as employees at will.
COMPENSATION ELEMENTS. The executive officers' total compensation
opportunities consist of three basic elements -- salaries, annual incentives and
long-term incentives. Annual and long-term incentives are a significant portion
of total compensation and are strongly linked to financial performance.
SALARIES. Approximately 45% of the total compensation opportunity for an
executive other than the chief executive officer is composed of salary. Salaries
of the Company's executive officers are determined by the chief executive
officer within the general compensation policies established by the Committee.
Subjective criteria, such as the impact the executive has on the Company, the
skills and experience required by the job, individual performance and internal
equities are considered in determining salary levels. Quantitative relative
weights are not assigned to the different criteria nor is a mathematical formula
followed. Salaries are also reviewed periodically and compared to industry and
geographic salary surveys to assure that they are in line with competitive
market levels. During the year, the salary of the Vice President -- General
Counsel and Secretary was increased to what was considered to be an appropriate
level based on the criteria mentioned above. The Company may at times suspend or
limit salary increases when the operating performance of the Company will not
support such increases.
ANNUAL INCENTIVES. The Board of Directors annually considers the adoption
for the ensuing fiscal year of a cash incentive plan for employees, including
executives, of the business units comprising the Company's
cement/aggregate/concrete operations who do not participate in production plans.
Under this annual incentive plan, a cash bonus equal to a designated percentage
of an eligible executive's annual wages is earned if pre-established levels of
rates of return on assets (as defined in the plan, "ROA") for each of the
business units, and overall for the entire cement/aggregate/concrete operations,
are achieved. Executives earn an incentive award under the plan only if the
pre-established ROA for the entire cement/aggregate/concrete operations is
achieved. If the threshold level below which no incentives would be paid is
exceeded, the cash incentive awards incrementally increase based upon specified
ROA levels pre-established by the Committee. Target ROA levels and the
designated percentage of an executive's salary are not established for
executives individually; rather they are the same for all executives in order to
foster a team-based approach. The Board of Directors has approved an annual
incentive plan for the cement/aggregate/concrete operations for fiscal year 1996
under which a threshold ROA of 25% has been established. The threshold level
pre-established for the incentive plan established for fiscal year 1995 was
exceeded by the cement/aggregate/concrete
10
<PAGE>
operations as a whole enabling eligible executives to earn a cash incentive
equal to 45% of their salaries. Approximately 10% of the total compensation
opportunity for an executive is based on this annual cash incentive plan.
LONG-TERM INCENTIVES. Long-term incentives for executives, which represent
approximately 45% of an executive's total compensation opportunity, are provided
under a rolling three-year executive cash incentive plan and the Company's stock
option plan.
In June 1991, a continuous rolling three-year cash incentive plan was
established for certain executives (but not including the chief executive
officer) of the Company's cement/aggregate/concrete operations. Under this plan,
an average ROA (as defined in the plan) threshold is established for the
cement/aggregate/concrete operations for the next succeeding three years. For an
executive to earn an annual incentive award under this plan, the Company must
reach or surpass the three-year average ROA threshold for the preceding
three-year period. If the average ROA threshold is reached or surpassed, the
participating executives can earn a cash incentive award ranging from 10% to
120% or more of the executive's base salary, depending on the ROA achieved and
the recommendation of the chief executive officer based upon his subjective
evaluation of the executive's individual performance. The Committee believes
that the rolling three-year plan focuses plan participants on growth and
profitability for the Company. The average ROA threshold established by the
Committee for the rolling three years ending with the Company's 1995 fiscal year
was achieved and the participating executives were awarded incentive payments
ranging from 15% to 37% of their salaries.
The Committee believes that ownership of the Company's stock is an important
element of its executive compensation program. When granted under the Company's
Stock Option Plan, stock options have exercise prices of not less than 100% of
the fair market value of the Company's Common Stock on the date of grant, become
exercisable 20% after one year, 40% after two years, 60% after three years, 80%
after four years and 100% five years after grant, and all expire not more than
ten years after grant. Unlike cash, the value of a stock option award will not
be immediately realized and will be dependent on the market value of the Common
Stock in the future; thus, the option not only provides the executive an
incentive for years after it has been awarded but ties this incentive program
directly into increasing shareholder value. Stock options also strengthen the
ability of the Company to attract, motivate and retain executives of superior
capability required to achieve the Company's business objectives in an intensely
competitive environment. Options are granted under guidelines established under
the general compensation policies of the Company. An executive is targeted to
have between three to five times annual salary in accumulated options priced at
the time of grant, such grants occurring approximately every two to three years.
Under these guidelines, during fiscal year 1995, Tommy A. Valenta was granted an
option covering 22,000 shares and Melvin G. Brekhus was granted an option
covering 22,500 shares.
CHIEF EXECUTIVE OFFICER'S COMPENSATION. The Chief Executive Officer's
compensation was established after a review of the salaries of chief executive
officers of similar companies in the Company's lines of business and/or other
companies of comparable sales and capitalization, and contains both a base
salary component and incentives based on the consolidated results of the
Company's steel and cement/aggregate/concrete operations. In addition, beginning
in fiscal year 1996, during the period that he is acting as the chief operating
officer of the cement/aggregate/concrete operations, he will participate in the
annual cash incentive plan for such operations. During fiscal year 1995, the
Company exceeded the performance goals pre-established in his employment
contract and he earned incentive compensation of $727,050, payment of all but
$100,000 of which was deferred pursuant to the terms of his contract. Under the
Company's Stock Option Plan guidelines, during fiscal year 1995, he was granted
an option covering 50,000 shares of Common Stock.
TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION. The Omnibus Budget
Reconciliation Act of 1993 added Section 162(m) to the Internal Revenue Code.
Section 162(m) makes certain "non-performance based" compensation to certain
executives of the Company in excess of $1,000,000 non-deductible to the Company.
To qualify as "performance-based compensation", performance goals must be pre-
11
<PAGE>
established and such goals approved by the Company's shareholders before such
compensation is paid. To satisfy the requirements of Section 162(m), the Company
intends to submit the incentive payment provisions of the chief executive
officer's employment contract to the Company's shareholders for approval at the
Annual meeting of Shareholders (see Proposal 4). The Company generally intends
to structure the compensation with its executives to achieve maximum
deductibility under Section 162(m) with minimum sacrifices in flexibility and
corporate objectives.
RICHARD I. GALLAND, Chairman ROBERT ALPERT
GORDON E. FORWARD JAMES M. HOAK
PROPOSAL NO. 2
AMENDMENT OF THE CERTIFICATE OF
INCORPORATION OF THE COMPANY
At a meeting held July 14, 1995, the Board proposed that the Certificate of
Incorporation of the Company be amended to increase the number of authorized
shares of Common Stock which the Company is authorized to issue from 15,000,000
shares presently authorized to 40,000,000 shares.
At May 31, 1995, there were 12,533,613 shares of Common Stock outstanding,
including 1,523,113 treasury shares; 1,304,445 shares of Common Stock are
reserved for issuance under the Company's stock option and awards plans, leaving
only 2,685,055 shares of Common Stock available for issuance. The amendment will
not alter the par value of the Common Stock or the rights of shareholders as
such. The proposed increase in the authorized Common Stock has been recommended
by the Board to assure that an adequate supply of authorized unissued shares of
Common Stock is available for general corporate needs, such as future stock
splits, or future financings and acquisitions requiring the issuance of Common
Stock, and increasing the number of shares of Common Stock available for
issuance under the Company's Stock Option Plan and under future employee benefit
plans. The issuance of additional shares of Common Stock other than as a stock
dividend would cause a dilution of the relative ownership of present
shareholders and also may potentially have an antitakeover effect by making it
more difficult to obtain shareholder approval of various actions, such as a
takeover, merger or removal of management. The Company has in place certain
other provisions which have an antitakeover effect. In 1976, the shareholders
approved amendments to the Company's Bylaws to provide for a classified board of
directors (see "Election of Directors") and to the Company's Certificate of
Incorporation to require approval by holders of 80% of the outstanding capital
stock of the Company entitled to vote with respect to any business combination
involving the Company and a shareholder who, together with its affiliates, is
the beneficial owner of 5% or more of the Company's capital stock ("interested
shareholder") unless such business combination is approved by a vote of 80% of
the Board which, at the time of the approval, has no director whose election was
effected by an interested shareholder in opposition of Company's management, and
the transaction provides for the shareholders to receive a per share value in
cash or other consideration at least equal to the highest price per share paid
by the interested shareholder for any shares of the Company. In 1986, the
shareholders approved amendments to the Company's Certificate of Incorporation
which generally (i) require the affirmative vote of the holders of 75% or more
of the Company's outstanding capital stock to amend, alter, change, add to or
repeal the Bylaws of the Company and (ii) provide that no action required or
permitted to be effected at an annual or special meeting of shareholders may be
effected by a consent in writing by such shareholders. The Company does not
believe that its Certificate of Incorporation or Bylaws contain any other
provisions which could be viewed as having an antitakeover effect.
In July 1986, the Board of Directors adopted a Shareholder Protection Plan
to protect the value of the Company in the event of a takeover. The Plan entails
a dividend distribution to the Company's Shareholders of one Right to buy one
two-hundredth of a share of a new series of junior participating preferred stock
for each share of Common Stock outstanding. A Right will be exercisable in the
event of the acquisition of 25% or more of the Company's Common Stock by one
party or several parties
12
<PAGE>
acting as a group ("acquiring person"). In the event that the Company is
acquired in a merger or other business combination transaction or that 50% or
more of its assets or earning power is sold, each holder of a Right shall
thereafter have the right to receive, upon exercise of the Right, that number of
shares of common stock of the acquiring person which at the time of such
transaction would have a market value of two times the exercise price of the
Right. In the event that the Company is the surviving corporation in a merger
and its Common Stock is not changed or exchanged, or in the event the acquiring
person engages in one of a number of self-dealing transactions, or an acquiring
person becomes the beneficial owner of 40% or more of the outstanding Common
Stock, each holder of a Right (other than the acquiring person, which will
thereafter be void), will have the right to receive that number of shares of
Common Stock having a market value of two times the exercise price of the Right.
The Plan also protects against certain kinds of self-dealing transactions by a
shareholder who acquires 25% or more of the Common Stock of the Company and does
not effect a second-step merger. The Plan is intended to encourage any potential
acquiror of the Company to negotiate the manner and terms of the transaction
with the Board of Directors and to protect shareholders from unsolicited tender
offers which do not treat all shareholders in a fair and equal manner and other
coercive takeover tactics. The Rights may have an antitakeover effect, however,
by discouraging potential acquirors of the Company.
Except as described in this proxy statement, the Company has no present
intention to sell or otherwise dispose of the additional shares of Common Stock
to be created by the adoption of the proposed amendment. The Company is not
currently aware of any specific effort by third parties to accumulate securities
of the Company or to obtain control of the Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE TO
APPROVE THE AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF THE COMPANY TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.
PROPOSAL NO. 3
AMENDMENT OF THE TEXAS INDUSTRIES, INC. 1993 STOCK OPTION PLAN
DESCRIPTION OF AMENDMENT
On July 14, 1995, the Board of Directors adopted and approved, subject to
the approval of the Company's Shareholders, the amendment to the Company's Stock
Option Plan ("Plan") set forth in Exhibit "A", to increase the number of shares
of Common Stock from 5,000 to 10,000 covered by the option automatically granted
under the Plan to each non-employee director on the date the non-employee
director is elected or reelected to the Board of Directors of the Company. The
purpose of this amendment is to adjust non-employee directors' equity
compensation to be in line with the equity compensation granted to non-employee
directors of similar companies in the Company's lines of business and/or other
companies of comparable sales and capitalization. This amendment will provide
that options are automatically granted under the Plan to each non-employee
director of 10,000 shares of Common Stock, effective as of the date each such
non-employee director is first appointed to the Board or first elected by the
Shareholders at an annual meeting and every third year thereafter that such
non-employee director is reelected at an annual meeting. Each non-employee
director elected at the upcoming Annual Meeting will automatically be granted an
option for 10,000 shares of Common Stock. The current non-employee director
nominees for reelection to the Board are Gerald R. Heffernan and Ian
Wachtmeister.
GENERAL
The Plan is administered by the Compensation Committee ("Committee") of the
Board of Directors ("Board") who also has the authority to adopt rules and
regulations relating to the Plan. The option price of a stock option must not be
less than 100% of the fair market value of the Common Stock on the day of grant,
the value of which is deemed to be the mean between the high and low sales price
of a share of Common Stock on the New York Stock Exchange on such date (for
non-employee directors, such grant date being the date of election/reelection to
the Board). The exercise price must
13
<PAGE>
be paid in full in cash upon the exercise of the option or in cash and/or by
delivery of shares of Common Stock already owned by the optionee having an
aggregate fair market value equal to the option price. The maximum term of an
option granted under the Plan is ten years from the date of grant.
The Board may terminate the Plan at any time and may amend the Plan from
time to time in such respects as the Board may deem advisable without the
approval of the shareholders of the Company unless such amendment would increase
the number of shares of Common Stock as to which incentive stock options may be
granted; or change the class of employees eligible to receive incentive stock
options; or disqualify an incentive stock option under the Code, in which case
approval of the shareholders is required. Further, approval of the shareholders
is required for any amendment to the Plan which could, as determined for the
purposes of Rule 16b-3 of the Securities and Exchange Commission under the
Securities Exchange Act of 1934 (the "1934 Act"), materially increase the
benefits accruing to participants under the Plan; or materially increase the
number of shares of Common Stock which may be issued under the Plan; or
materially modify the requirements as to eligibility for participation in the
Plan.
FEDERAL INCOME TAX CONSEQUENCES
The grant of a stock option under the Plan will not, by itself, result in
the recognition of taxable income to the optionee or entitle the Company to a
deduction at the time of such grant. The exercise of an incentive stock option
generally will not give rise to taxable income to an optionee or a deduction to
the Company. When Common Stock is received by an optionee pursuant to the
exercise of an incentive stock option, the excess of the fair market value of
the Common Stock at the time of exercise over the option price will be treated
as income for the purposes of computing the optionee's alternate minimum taxable
income.
Upon exercise of a nonstatutory stock option, an optionee must recognize
ordinary income in an amount equal to the excess of the fair market value of the
shares on the date of exercise over the option price. The Company will be
entitled to a deduction in an amount equal to the ordinary income of the
optionee, provided the Company withholds appropriate federal income taxes. These
rules are modified, in certain respects, in the case of an optionee who is
subject to the insider trading provisions of Section 16 of the 1934 Act.
Adoption of the proposed amendment to the Plan to increase the number of
shares of Common Stock with respect to which options may be granted to
non-employee Directors upon election/reelection to the Board of Directors of the
Company requires the affirmative vote of the holders of a majority of the
outstanding shares of Common Stock represented at the Annual Meeting of
Shareholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE TO
APPROVE THE AMENDMENT OF THE COMPANY'S 1993 STOCK OPTION PLAN TO INCREASE THE
NUMBER OF SHARES OF COMMON STOCK COVERED BY THE OPTION AUTOMATICALLY GRANTED TO
NON-EMPLOYEE DIRECTORS.
14
<PAGE>
PROPOSAL NO. 4
APPROVAL OF PERFORMANCE-BASED INCENTIVE COMPENSATION
PROVISIONS CONTAINED IN EMPLOYMENT CONTRACT OF
THE COMPANY'S CHIEF EXECUTIVE OFFICER
At the Annual Meeting, the Shareholders are being asked to approve the terms
relating to incentive compensation to be paid to Robert D. Rogers, the Company's
President and Chief Executive Officer, set forth in an employment contract
("Employment Contract") between the Company and Mr. Rogers. The Employment
Contract contains two incentive components, one of which is tied to performance
goals relating to the consolidated financial results of the Company and
Chaparral and the other of which is tied to performance goals for the Company's
cement/aggregate/concrete operations as set forth in the incentive plan adopted
annually for such operations by the Board of Directors. See "Executive
Compensation" and "Report of the Compensation Committee on Executive
Compensation" for descriptions of the Employment Contract and the annual
incentive plan performance goals. The terms of the Employment Contract were
negotiated at arm's length and the incentive plan performance goals are
pre-established annually by the Compensation Committee, which is comprised
solely of non-employee directors, and approved by the Board of Directors. The
Company believes that the incentive-related provisions of the Employment
Contract provide performance incentives that are and will be beneficial to the
Company and its shareholders.
As discussed above, recent changes in the Internal Revenue Code limit the
Company's tax deduction for expense in connection with compensation of its chief
executive officer and its four other most highly-compensated executive officers
for any fiscal year to the extent that the remuneration of such person exceeds
$1,000,000 during such fiscal year, excluding remuneration that qualifies as
"performance-based compensation". Section 162(m) of the Code provides that in
order for remuneration to be treated as qualified performance-based
compensation, the material terms of the performance goals must be disclosed to
and approved by the shareholders of the employer.
Approval of the performance-based incentive compensation provisions
contained in the Employment Contract requires the affirmative vote of the
holders of a majority of the outstanding shares of Common Stock represented at
the Annual Meeting of Shareholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE TO
APPROVE THE INCENTIVE COMPENSATION PROVISIONS CONTAINED IN THE EMPLOYMENT
AGREEMENT WITH THE CHIEF EXECUTIVE OFFICER.
SECTION 16 COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 generally requires
the Company's Directors and executive officers and persons who own more than 10%
of a registered class of the Company's equity securities ("10% owners") to file
with the Securities and Exchange Commission and the New York Stock Exchange
initial reports of ownership and reports of changes in ownership of common stock
and other equity securities of the Company. Directors, executive officers and
10% owners are required by the Securities and Exchange Commission regulation to
furnish the Company with copies of all Section 16(a) forms they file. To the
Company's knowledge, based solely on review of copies of such reports furnished
to the Company and written transaction reports of its Directors and executive
officers that no other reports were required to be filed during the 1995 fiscal
year, all Section 16(a) filing requirements applicable to its Directors,
executive officers and 10% owners were complied with, except that Burl W. Ruth
filed a late report with respect to the exercise of a stock option.
15
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young were the Company's independent auditors for the last fiscal
year and will continue to be for the current year. A representative of Ernst &
Young will attend the Shareholders' Meeting; and although such representative
does not intend to make a statement to the Shareholders, he will be available to
respond to any relevant questions of the Shareholders.
ANNUAL REPORT
A copy of the Company's Annual Report for the fiscal year ended May 31,
1995, is being mailed to each Shareholder of record along with the proxy
material, but is not to be considered as a part of the proxy soliciting
materials.
1996 SHAREHOLDER PROPOSALS
Proposals of Shareholders intended to be presented at the next Annual
Meeting of Shareholders presently scheduled for October 15, 1996, must be
received by the Secretary of the Company not later than May 1, 1996, to be
eligible for inclusion in the proxy statement and form of proxy relating to that
meeting.
OTHER MATTERS
At the date of this Proxy Statement, the Board of Directors was not aware
that any matters not referred to in this Proxy Statement would be presented for
action at the Meeting. If any other matters should come before the Meeting, the
persons named in the accompanying proxy will have the discretionary authority to
vote all proxies in accordance with their best judgment.
By Order of the Board of Directors,
ROBERT C. MOORE
SECRETARY
16
<PAGE>
EXHIBIT "A"
RESOLVED, that subject to approval by the Company's shareholders, paragraph
9 of the Company's Stock Option Plan be amended to read in its entirety as
follows:
"9. GRANT OF OPTION TO NON-EMPLOYEE DIRECTORS. Effective on the date
after July 14, 1995 that each non-employee Director is first elected by
the Board of Directors or at an annual meeting of the Company's
shareholders (an "Annual Meeting") to the Board of Directors and
thereafter re-elected to the Board of Directors of the Company at an
Annual Meeting of the Company's shareholders for a three-year term, such
non-employee Director shall automatically be granted a stock option
under the Plan covering 10,000 shares of Common Stock. For the purpose
of this paragraph 9, a "non-employee Director" is defined as a person
who has not been an employee of the Company (or any subsidiary of the
Company) for all or any part of the preceding fiscal year. The per share
exercise price of such Option shall be equal to the fair market value of
the Common Stock (as determined in accordance with paragraph 6) on the
date of election or reelection to the Board, as the case may be."
17
<PAGE>
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' /X/ PLEASE MARK
RECOMMENDATIONS JUST SIGN BELOW; NO BOXES NEED TO BE CHECKED YOUR VOTES
AS THIS
------
Common
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1, 2, 3 AND 4
Item 1 - Election of Directors (see reverse).
<TABLE>
<S> <C> <C>
FOR all nominees WITHHOLD AUTHORITY Robert D. Rogers, Ian Wachtmeister and Gerald R. Heffernan
(except as specified to vote for all nominees to serve in a class of directors with a term expiring 1998.
below) listed at right
/ / / /
(Instruction: To withhold authority to vote for an individual nominee write that nominee's name on the space
provided below.)
__________________________________________________________________________________________________________________
</TABLE>
<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
Item 2 - Proposal FOR approval of amendment to Certificate of Incorporation of / / / / / /
Texas Industries, Inc. to increase number of authorized shares of Common Stock.
Item 3 - Proposal FOR approval of amendment to Texas Industries, Inc. 1993 Stock / / / / / /
Option Plan to increase number of shares of Common Stock covered by the option
automatically granted to non-employee Directors.
Item 4 - Proposal FOR approval of the performance-based incentive conpensation / / / / / /
provision of employment contract of Texas Industries, Inc. Chief Executive
Officer.
Item 5 - To transact such other business that may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed herein by the undersigned. In the absence
of such instructions this proxy will be voted FOR the nominees listed in Item 1 and FOR the Proposals in Items 2,
3 and 4.
(Sign exactly as name(s) appear above. If shares are held jointly each holder
should sign. If signing for estate, trust or corporation, title or capacity
should be stated.)
Please date, sign and return this Proxy in the enclosed business envelope.
Dated: ____________________________________________________ , 1995
____________________________________________________
____________________________________________________
</TABLE>
<PAGE>
FOR SHARES OF COMMON STOCK
TEXAS INDUSTRIES, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS OCTOBER 17, 1995
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints ROBERT ALPERT, GERALD R. HEFFERNAN and
ROBERT D. ROGERS, or any of them, attorneys and proxies, with power of
substitution and revocation, to vote, as designated below, all shares of
stock which the undersigned is entitled to vote, with all powers which the
undersigned would possess if personally present, at the Annual Meeting
(including all adjournments thereof) of shareholders of Texas Industries,
Inc. to be held on Tuesday, October 17, 1995 at 9:30 A.M. at KERA-KDTN, 3000
Harry Hines Blvd., Dallas Texas.
(THIS PROXY CONTINUES AND MUST BE SIGNED ON THE REVERSE SIDE)
-----------
See Reverse
Side
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