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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 22, 1997
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TEXAS INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-4887 75-0832210
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
1341 W. Mockingbird Lane, Suite 700 W, Dallas, Texas 75247
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (972) 647-6700
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On May 22, 1997 the Registrant offered to acquire the remaining
outstanding shares of public stock of Chaparral Steel Company not currently
owned by Registrant. The transaction would be in the form of a merger in which
the holders of the public stock of Chaparral Steel Company would receive $14.25
cash for each share of public stock outstanding. Upon consummation of the
merger, Chaparral Steel Company would become a wholly-owned subsidiary of
Registrant.
ITEM 7. EXHIBITS.
Exhibit 5.1 Texas Industries, Inc. Letter to Board of
Directors of Chaparral Steel Company dated
May 22. 1997 Presenting Offer to Acquire the
Outstanding Shares of Common Stock of
Chaparral Steel.
Exhibit 5.2 "Texas Industries Offers to Merge with
Chaparral Steel" Press Release (Dallas, Texas
- May 22, 1997)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TEXAS INDUSTRIES, INC.
Date: May 30, 1997 By: /s/ ROBERT C. MOORE
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Robert C. Moore
Vice President & Secretary
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
5.1 Texas Industries, Inc. Letter to Board of Directors of Chaparral
Steel Company dated May 22. 1997 Presenting Offer to Acquire the
Outstanding Shares of Common Stock of Chaparral Steel.
5.2 "Texas Industries Offers to Merge with Chaparral Steel"
Press Release (Dallas, Texas - May 22, 1997)
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EXHIBIT 5.1
[TEXAS INDUSTRIES LETTERHEAD]
Robert D. Rogers
President
May 22, 1997
Board of Directors of Chaparral Steel Company
Gentlemen:
Texas Industries, Inc. ("TXI") hereby offers to acquire the
outstanding shares of Common Stock of Chaparral Steel Company ("Chaparral") not
currently owned by TXI (the "Public Stock"). The transaction would be in the
form of a merger in which the holders of the Public Stock would receive $14.25
cash for each share of Public Stock outstanding. Upon consummation of the
merger, Chaparral would become a wholly-owned subsidiary of TXI.
It is anticipated that, upon completion of the cash merger, TXI will
seek to cause the shares of Common Stock of Chaparral to be delisted from
trading on the New York Stock Exchange and to cause the deregistration of the
shares with the Securities and Exchange Commission.
We understand that you may wish to deliberate on this offer through a
Special Committee of disinterested directors and that such Committee may wish
to retain its own advisors to assist in those deliberations. Following such
deliberations, TXI invites your representatives to meet with its advisors to
discuss this offer. TXI reserves the right, in its discretion, to amend or
withdraw this offer.
Sincerely,
TEXAS INDUSTRIES, INC.
By /s/ ROBERT D. ROGERS
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EXHIBIT 5.2
[TEXAS INDUSTRIES LETTERHEAD]
FOR IMMEDIATE RELEASE
TEXAS INDUSTRIES OFFERS TO
MERGE WITH CHAPARRAL STEEL
(Dallas, Texas - May 22, 1997) The Board of Directors of Texas Industries, Inc.
(NYSE-TXI) today announced that it has made an offer to merge with Chaparral
Steel Company, TXI's 85%-owned subsidiary. Under the terms of the proposed cash
merger, holders of the publicly traded shares of Chaparral would receive
consideration of $14.25 per share.
Texas Industries, a Dallas-based company, produces steel, cement, aggregate and
concrete products. The Company is the largest producer of cement in Texas and a
major producer of stone, sand and gravel and expanded shale and clay in Texas,
Louisiana and California. Chaparral Steel Company, an 85%-owned subsidiary of
TXI, manufactures high quality structural and bar steel from recycled steel for
distribution throughout North America.
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