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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 25, 1997
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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 700W, 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 July 25, 1997 the Registrant revised its offer to merge with
Chaparral Steel Company. In the revised offer the holders of the public stock
of Chaparral Steel Company would receive $15.50 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.
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Exhibit 5.1 Texas Industries, Inc. Letter to Board of Directors
of Chaparral Steel Company dated July 25, 1997
Presenting Revised Cash Merger Offer to Chaparral
Steel Company.
Exhibit 5.2 "Texas Industries Revises Offer to Merge with
Chaparral Steel" Press Release (Dallas, Texas -
July 25, 1997)
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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: July 29, 1997 By: /s/ ROBERT C. MOORE
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Robert C. Moore
Vice President & Secretary
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INDEX TO EXHIBITS
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Exhibit
Number Description
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5.1 Texas Industries, Inc. Letter to Board of Directors of
Chaparral Steel Company dated July 25, 1997 Presenting
Revised Cash Merger Offer to Chaparral Steel Company.
5.2 "Texas Industries Revises Offer to Merge with Chaparral
Steel" Press Release (Dallas, Texas - July 25, 1997)
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EXHIBIT 5.1
[TEXAS INDUSTRIES EXECUTIVE OFFICES LETTERHEAD]
Robert D. Rogers
President
July 25, 1997
Board of Directors
Chaparral Steel Company
Gentlemen:
Texas Industries, Inc. hereby amends and revises its cash
merger offer of May 22, 1997 from $14.25 to $15.50 in cash for each
share of public stock of Chaparral Steel Company.
Sincerely,
TEXAS INDUSTRIES, INC.
By /s/ ROBERT D. ROGERS
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EXHIBIT 5.2
[TEXAS INDUSTRIES LETTERHEAD]
F O R I M M E D I A T E R E L E A S E
TEXAS INDUSTRIES REVISES OFFER TO MERGE
WITH CHAPARRAL STEEL
DALLAS, TEXAS - JULY 25, 1997 - The Board of Directors of Texas Industries,
Inc. (NYSE-TXI) today announced that it has made a revised offer to merge with
Chaparral Steel Company, TXI's 85%-owned subsidiary. Under the terms of the
revised offer, holders of the publicly traded shares of Chaparral would receive
cash consideration of $15.50 per share.
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COMPANY PROFILE
TXI is a growth company that achieves superior financial performance through
market leadership, technological excellence, innovation and low cost
manufacturing.
We operate two principal business units: TXI is the largest producer of cement
in Texas and a major supplier of aggregate and concrete products there and in
Louisiana and California. Through Chaparral Steel, TXI is a significant
producer of structural and bar steel products for the North American
construction and specialty steel markets. In addition, TXI is a leading North
American recycyling company.
TXI shares are traded on the New York Stock Exchange under the symbol "TXI".
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