<PAGE> 1
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. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
TEXAS INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) 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 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] 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:
- --------------------------------------------------------------------------------
<PAGE> 2
<TABLE>
<S> <C>
TEXAS INDUSTRIES, INC.
[TXI LOGO] 1341 W. MOCKINGBIRD LANE - DALLAS, TEXAS 75247 - (972)
647-6700
</TABLE>
August 31, 1999
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 19, 1999, at the Texas Motor Speedway, 3601 Highway 114,
Justin, 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 1999 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,
/s/ ROBERT D. ROGERS
ROBERT D. ROGERS
President
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 19, 1999
The Annual Meeting of Shareholders of Texas Industries, Inc. (the
"Company") will be held at the Texas Motor Speedway, 3601 Highway 114, Justin,
Texas, on Tuesday, October 19, 1999, at 9:30 A.M. (C.D.T.) for the following
purposes:
1. To elect three (3) directors to terms expiring in 2002.
2. 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 27, 1999
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,
/s/ ROBERT C.MOORE
ROBERT C. MOORE
Secretary
Dallas, Texas
August 31, 1999
<PAGE> 3
<TABLE>
<S> <C>
TEXAS INDUSTRIES, INC.
[TXI LOGO] 1341 W. MOCKINGBIRD LANE - DALLAS, TEXAS 75247 - (972)
647-6700
</TABLE>
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 19, 1999
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 19,
1999, and at any adjournment thereof. The approximate date on which this Proxy
Statement and accompanying proxy were first sent to Shareholders is August 31,
1999.
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 ChaseMellon Shareholder Services
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 27, 1999,
were 21,009,126 shares of Common Stock. 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 27, 1999, to vote at the Annual Meeting and at any
adjournment 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> 4
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 the Common Stock of the Company as
of June 30, 1999.
<TABLE>
<CAPTION>
NAME AND ADDRESS TITLE OF AMOUNT AND NATURE PERCENT
OF BENEFICIAL OWNER SECURITY OF BENEFICIAL OWNERSHIP OF CLASS
- ------------------- -------- ----------------------- --------
<S> <C> <C> <C>
Bruce S. Sherman, President..................... Common Stock 1,377,831(1) 6.6
Private Capital Management, Inc.
3003 Tamiami Trail N.
Naples, Florida 33940
Private Capital Management, Inc. ............... Common Stock 1,371,331(1)
3003 Tamiami Trail N.
Naples, Florida 33940
J.R. Simplot/J.R. Simplot Self Declaration of
Revocable Trust................................. Common Stock 1,725,400(2) 8.2
999 Main Street
Boise, Idaho 83702
</TABLE>
- ---------------
(1) Based on Schedule 13G dated February 12, 1999 of both Private Capital
Management, Inc. and Bruce S. Sherman, its President, which indicates that
(a) Bruce S. Sherman has sole and dispositive power over 6,500 shares and
shared dispositive power over 1,371,331 shares; and (b) Private Capital
Management, Inc. has shared dispositive power over 1,371,331 shares.
(2) Based on Schedule 13D dated February 2, 1999 which indicates J.R. Simplot
Self-Declaration of Revocable Trust has sole voting and dispositive power
over 1,725,400 shares.
2
<PAGE> 5
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The bylaws of the Company provide for a board of not fewer 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 four of the Directors expire at this Annual Meeting, three of which
have been nominated for reelection. Mr. Richard I. Galland is retiring from the
Board after 25 years of service. 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. 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 2002 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 Alpert........... 67 Chairman of the Board of The Alpert 1975 2002
Companies (financial services and real
estate), Dallas, Texas; Chairman of the
Board of Argo Funding Co. L.L.C.
(venture capital), Dallas, Texas, since
1998(a)
Eugenio Clariond 66 Director General of Grupo IMSA, S.A. 1998 2002
Reyes................. (metal fabrication), Monterrey, Mexico
Elizabeth C. Williams... 56 Treasurer, Southern Methodist University, 1995 2002
Dallas, Texas
</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 successor 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>
John M. Belk............ 79 Chairman of the Board and Chief Executive 1998 2000
Officer of Belk, Inc. (department
stores), Charlotte, North Carolina,
since 1998; Chairman of the Board of
Belk Stores Services, Inc. (department
stores), Charlotte, North Carolina(b)
Gordon E. Forward....... 63 Vice Chairman of the Board of the Company 1991 2000
since July 1998; President and Chief
Executive officer of Chaparral Steel
Company (steel manufacturer and
subsidiary of the Company) Midlothian,
Texas until July 1998(c)
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
SERVED AS PROPOSED
PRINCIPAL OCCUPATION DIRECTOR TERM TO
NAME AGE DURING PAST FIVE YEARS* SINCE EXPIRE
- ---- --- ----------------------- --------- --------
<S> <C> <C> <C> <C>
James M. Hoak, Jr. ..... 55 Principal of Hoak Capital Corporation 1995 2000
(private equity investment firm), Dallas,
Texas; Chairman of HBW Holdings, Inc.
(investment bank), Dallas, Texas, since
July 1996; Chairman of Heritage Media
Corporation (broadcasting and marketing
service firm), Dallas, Texas(d)
Gerald R. Heffernan..... 80 President, G.R. Heffernan & Associates, 1986 2001
Ltd. (investments), Toronto, Ontario,
Canada
Robert D. Rogers........ 63 President and Chief Executive Officer of 1970 2001
the Company(a)
Ian Wachtmeister........ 66 President of The Empire, AB (metals 1977 2001
dealer), Stockholm, Sweden
</TABLE>
- ---------------
* Based upon information provided by the Directors to the Company as of July
1, 1999.
(a) Messrs. Rogers and Alpert are members of the Board of Directors of CNF
Transportation, Inc.
(b) Mr. Galland is a member of the Board of Directors of D.R. Horton, Inc. and
Associated Materials, Inc.
(c) Mr. Belk is a member of the Board of Directors of Belk, Inc. and Coca-Cola
Bottling Co. Consolidated.
(d) Mr. Forward is a member of the Board of Directors of Noranda Inc.
(e) Mr. Hoak is a member of the Board of Directors of Dynamex, Inc., PanAmSat
Corporation and Pier 1 Imports, Inc.
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, currently composed of Directors Hoak
(Chairman), Alpert and Clariond Reyes, met once 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 Williams (Chairman), Belk and Wachtmeister, met twice 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 five times during the last fiscal year. Each
Director attended more than 75% of the meetings of the Board of Directors,
except for Mr. Clariond Reyes, who missed one regularly-scheduled meeting, a
special meeting and the meeting of the Compensation Committee; and Mr.
Wachtmeister, who missed one regularly-scheduled meeting and one meeting of the
Audit Committee.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company or its affiliates currently
receive $10,000 per year plus $1,000 for each day that a Board and/or a
Committee meeting is attended in person and $250 for each meeting attended by
conference telephone. In addition, on January 1 of each year, each non-employee
director
4
<PAGE> 7
receives an award of 500 restricted shares of the Company's Common Stock under
the Company's directors restricted award plan. Further, Chairman of the Board,
Gerald R. Heffernan, received an additional 2,000 restricted shares of the
Company's Common Stock. The restrictions on the shares are removed at the time
the director ceases holding such position. Until such time, the director is
entitled to vote the shares and to receive all cash dividends. Under a deferred
compensation agreement, annual and meeting fees 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
agreement. 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. Each non-employee director is automatically granted an option to
purchase 10,000 shares of Common Stock when first elected either by the Board,
or by the Shareholders at an annual meeting, and an option to purchase 5,000
shares of Common Stock each time that such director is reelected at an annual
meeting. The Company also reimburses directors for travel, lodging and related
expenses they may incur in attending Board and/or 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,
1998).
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is comprised exclusively of Directors who are
not officers or employees of the Company. No executive officer of the Company
serves or has served during the year 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.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth as of June 30, 1999, the approximate number
of shares of Common Stock of the Company 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 COMMON SHARES
------------------------------
BENEFICIALLY OWNED**(1) %(2)
----------------------- ----
<S> <C> <C>
Robert Alpert............................................... 15,110(3) *
John M. Belk................................................ 14,996(3) *
Melvin G. Brekhus........................................... 75,804 *
Eugenio Clariond Reyes...................................... 3,500(3) *
Gordon E. Forward........................................... 45,128 *
Richard M. Fowler........................................... 162,144 *
Richard I. Galland.......................................... 39,413(3) *
Gerald R. Heffernan(4)...................................... 298,000(3) 1.4%
James M. Hoak, Jr. ......................................... 23,500(3) *
Robert D. Rogers............................................ 475,906 2.2%
Tommy A. Valenta(5)......................................... 48,022 *
Ian Wachtmeister(6)......................................... 21,094(3) *
Elizabeth C. Williams....................................... 17,900(3) *
All Directors and Executive Officers as a Group (26
Persons).................................................. 1,536,712(2) 7.1%
</TABLE>
- ---------------
* 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.
5
<PAGE> 8
(1) Includes, with respect to such person(s) shares of Common Stock subject to
options exercisable within 60 days of June 30, 1999, as follows: Robert D.
Rogers, 175,000 shares; Robert Alpert, 8,000 shares; John M. Belk, 2,000
shares; Melvin G. Brekhus, 54,780 shares; Eugenio Clariond Reyes, 2,000
shares; Gordon E. Forward, 26,200 shares; Richard M. Fowler, 65,580 shares;
Richard I. Galland, 18,000 shares; Gerald R. Heffernan, 12,000 shares; James
M. Hoak, Jr., 12,000 shares; Tommy A. Valenta, 20,800 shares; Ian
Wachtmeister, 12,000 shares; Elizabeth C. Williams, 16,000 shares; and all
Directors and Executive Officers as a Group, 648,344 shares.
(2) Based on the sum of (i) 20,994,543 shares of Common Stock, which on June 30,
1999, 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 the respect to such person(s) restricted shares of Common
Stock received as compensation as a non-employee director, as follows:
Robert Alpert, 2,000 shares; John M. Belk, 1,500 shares; Eugenio Clariond
Reyes, 1,500 shares; Richard I. Galland, 1,500 shares; Gerald R. Heffernan,
6,000 shares; James M. Hoak, 1,500 shares; Ian Wachtmeister, 1,500 shares;
and Elizabeth C. Williams, 1,500 shares.
(4) The wife of Mr. Heffernan owns 38,000 shares of Common Stock as to which he
disclaims beneficial ownership.
(5) A Children's Trust established by Mr. Valenta owns 1,128 shares of Common
Stock as to which he disclaims beneficial ownership.
(6) The wife of Mr. Wachtmeister owns 200 shares of Common Stock as to which he
disclaims beneficial ownership.
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, 1999, 1998 and 1997, of those persons who were, at May 31, 1999,
(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
-------------------------
AWARDS PAYOUTS
----------- -----------
ANNUAL COMPENSATION SECURITIES ALL OTHER
---------------------- UNDERLYING LTIP COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#) PAYOUTS ($) ($)(3)
- --------------------------- ---- ---------- --------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert D. Rogers............. 1999 860,894 -- 15,000 688,715(2) 23,450
President and Chief 1998 1,318,651 303,290 45,000 1,054,921(2) 23,676
Executive Officer 1997 838,745 218,074 110,000 670,996(2) 22,736
Gordon E. Forward(1)......... 1999 298,462 -- -- 105,000 4,582
Vice Chairman of the Board 1998 300,000 105,000 11,000 165,386 19,913
1997 300,000 385,000 60,000 278,499 19,630
Melvin G. Brekhus............ 1999 246,635 -- 40,000 232,500 6,867
Executive Vice President -- 1998 181,251 41,688 8,900 280,000 6,827
Cement, Aggregates and 1997 170,000 44,200 30,000 204,000 6,054
Concrete
Tommy A. Valenta............. 1999 245,801 -- 40,000 232,500 6,867
Executive Vice President -- 1998 170,625 39,244 6,000 236,000 6,947
Steel 1997 165,000 42,900 29,000 198,000 4,958
Richard M. Fowler(1)......... 1999 232,500 -- 10,000 232,500 3,200
Vice President -- Finance 1998 225,000 130,500 8,200 416,175 3,000
1997 225,000 114,250 29,600 275,150 3,000
</TABLE>
6
<PAGE> 9
- ---------------
(1) Includes compensation for fiscal year 1997 through December 31, 1997 paid by
Chaparral Steel Company.
(2) Payment of one-half of this cash incentive was deferred pursuant to the
terms of Mr. Rogers' employment contract.
(3) Vested and non-vested portion of amounts contributed and allocated by
employer to employee benefit plans.
Certain of the former executives of Chaparral Steel Company ("Chaparral"),
including Messrs. Forward and Fowler, have been granted performance shares under
a performance share plan established in 1976 when Chaparral was jointly owned by
the Company and Co-Steel Inc. The value of a performance share is based upon
Chaparral's annual financial results averaged over the preceding five years and
a cash dividend is paid on a performance share at the end of each fiscal year,
equal to 10% of Chaparral's earnings per share for such fiscal year, based on an
assumed 4.5 million shares. Performance shares are 40% vested after three years,
60% vested after four years, and 100% vested after five years. At five year
intervals, the plan requires, subject to several restrictions and conditions,
that a percentage of the vested portion be redeemed based on the age of the
executive such that 100% of vested shares are redeemed by the time the executive
reaches 65 years of age. In 1986, grants under the plan were discontinued.
Under an employment contract which extends through May 31, 2000, Mr. Robert
D. Rogers, the President and Chief Executive Officer of the Company, receives an
annual salary consisting of a $300,000 base and an annual award of 21,632 shares
of Common Stock, or the market value thereof in cash. In the event the annual
salary earned in a year is greater than $900,000, the Board of Directors may, in
its discretion, defer payment of salary earned in excess of $900,000 until
termination of employment. Such deferred amounts shall be treated in the same
manner as the deferred incentive compensation discussed below. The contract also
has a long term incentive component which provides that in the event the
Company's consolidated average return on equity for the two consecutive fiscal
year periods ending May 31, 1997 and the three consecutive, fiscal year periods
ending May 31, 1998, 1999 and 2000, respectively, equals or exceeds a return on
equity objective of 16%, Mr. Rogers will receive an incentive payment in respect
of each year in which such objective is achieved as follows: if the average
return on equity is equal to or greater than 16% but less than 21%, an incentive
payment equal to 80% of salary, if 21% or greater, the incentive payment will
equal 160% of salary. Fifty percent of this latter incentive will be paid in
cash and 50% deferred until termination of employment and distributed in three
equal annual installments. Deferred incentive compensation is denominated in
shares of the Company's Common Stock determined by reference to the fair market
value of the stock (as defined in the employment contract) at the time of
deferral and dividends are credited to the deferred 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 shares of Common Stock credited to the account
are adjusted to reflect any increase or decrease in the number of shares
outstanding as a result of stock splits, combination of shares,
recapitalizations, mergers or consolidations.
The Company offers financial security plans for substantially all of its
senior managerial and executive employees, including officers of its
subsidiaries. The plans include 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 plans), a participant will be deemed to be fully
vested in any supplemental retirement benefit, without reduction, provided by
the plans.
7
<PAGE> 10
1999 STOCK OPTION GRANTS
The following table sets forth certain information concerning options
granted during the fiscal year ended May 31, 1999, to each executive officer
named in the Summary Compensation Table under the Company's stock option plan.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
PERCENT OF VALUE OF ASSUMED ANNUAL
NO. OF TOTAL RATE OF STOCK PRICE
SECURITIES OPTIONS EXERCISE APPRECIATION FOR OPTION
UNDERLYING GRANTED TO OR BASE TERM(2)
OPTIONS EMPLOYEES PRICE PER -------------------------
NAME GRANTED (#)(1) IN 1998 SHARES ($) EXPIRATION DATE 0% 5% 10%
- ---- -------------- ---------- ---------- ---------------- --- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert D. Rogers..... 15,000 5.30% 26.3750 January 14, 2009 -0- 248,806 630,524
Gordon E. Forward.... -0- -- -- -- -- -- --
Melvin G. Brekhus.... 25,000 8.83% 50.5625 July 15, 2008 -0- 794,962 2,014,590
15,000 5.30% 26.3750 January 14, 2009 -0- 248,806 630,524
Tommy A. Valenta..... 25,000 8.83% 50.5625 July 15, 2008 -0- 794,962 2,014,590
15,000 5.30% 26.3750 January 14, 2009 -0- 248,806 630,524
Richard M. Fowler.... 10,000 3.53% 26.3750 January 14, 2009 -0- 165,871 420,350
</TABLE>
- ---------------
(1) The options to purchase Common Stock become exercisable in annual
installments beginning one year 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's Common 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.
OPTION EXERCISES AND YEAR-END VALUES
The following table provides information concerning each option exercised
during the fiscal year ended May 31, 1999, under the Company's stock option plan
by each of the named executive officers and the value of unexercised options
held by such executive officer on May 31, 1999.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE MONEY
NUMBER OF AT FISCAL OPTIONS AT FISCAL
SHARES YEAR END (#) YEAR END ($)(1)
ACQUIRED ON VALUE --------------------- -------------------------
NAME EXERCISE (#) REALIZED($) EXERCISED/UNEXERCISED EXERCISABLE/UNEXERCISABLE
- ---- ------------ ----------- --------------------- -------------------------
<S> <C> <C> <C> <C>
Robert D. Rogers.............. -0- -- 133,000/137,000 1,731,625/480,563
Gordon E. Forward............. -0- -- 26,200/ 44,800 275,250/412,875
Melvin G. Brekhus............. 8,000 380,240 49,780/ 74,120 895,875/546,000
Tommy A. Valenta.............. -0- -- 15,800/ 71,000 251,869/534,906
Richard M. Fowler............. -0- -- 57,180/ 51,120 952,337/547,810
</TABLE>
- ---------------
(1) Computed based upon the difference between aggregate fair market value and
aggregate purchase price.
8
<PAGE> 11
PERFORMANCE GRAPH
The Company has two major business segments -- a cement, aggregate and
concrete ("CAC") segment and a steel segment. The following chart compares the
Company's cumulative total shareholder return on its Common Stock for the
five-year period ended May 31, 1999, with the cumulative total return of the
Standard & Poor's 500 Composite Stock Price Index (the "S&P 500"), the Standard
& Poor's Steel Index (the "S&P Steel Group") and a Cement Peer Group comprised
of Lafarge Corporation, Lone Star Industries, Inc. and Southdown, Inc. (the
"Cement Peer Group"). These comparisons assume the investment of $100 on May 31,
1994 and the reinvestment dividends.
<TABLE>
<CAPTION>
TEXAS INDUSTRIES S&P 500 S&P STEEL CEMENT GROUP
---------------- ------- --------- ------------
<S> <C> <C> <C> <C>
'1994' 100.00 100.00 100.00 100.00
'1995' 116.80 120.19 84.25 88.68
'1996' 195.88 154.37 84.20 108.74
'1997' 151.52 199.77 87.17 139.98
'1998' 377.33 261.07 87.19 226.68
'1999' 233.44 315.96 84.53 211.67
</TABLE>
9
<PAGE> 12
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is composed of three
non-employee Directors. The Committee establishes the general compensation
policies of the Company and the compensation incentive 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.
Compensation Elements. The executive officers' total compensation objective
consists 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. Salaries comprise approximately 45% of the total compensation
objective for an executive other than the Chief Executive Officer. 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. 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 business segments 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 the pre-established levels of rates of return on assets (as defined
in the plan, "ROA") for each of the business units are achieved. Executives earn
an incentive award under the plan only if the pre-established ROA for the
business segment is achieved. If the threshold level below which no incentives
would be paid is exceeded, the cash incentive awards 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 fiscal year 2000 under which a threshold ROA of 17% has been
established. The threshold level pre-established for the incentive plan for
fiscal year 1999 was exceeded by the CAC business segment enabling eligible
executives to earn a cash incentive equal to 65% of their salaries.
Approximately 10% of the total compensation objective for an executive is based
on this annual cash incentive plan.
Long-Term Incentives. Long-term incentives, which comprise approximately
45% of the executive's total compensation objective, are provided under a
rolling three-year executive cash incentive plan and the Company's stock option
plan.
A continuous rolling three-year cash incentive plan has been established
for certain executives of the Company including, except for the chief executive
officer, the named executives. For an executive to earn an annual cash incentive
award under this plan, the Company must reach or surpass the average return on
equity threshold established for the three-year period ending in the year in
respect of which the incentive is earned. If the average threshold is reached or
surpassed, the participating executives can earn a cash incentive award
10
<PAGE> 13
ranging from 35% to 120% or more of the executive's base salary, depending on
the return on asset or return on equity achieved, as the case may be, and the
recommendation of the chief executive officer based upon his subjective
evaluation of the executive's individual performance. Under this plan, a minimum
threshold to be achieved in order to earn a cash incentive award is established
annually for the next three-year period. Minimum thresholds based on a
calculated average return on assets for the Company have been established for
each of the consecutive three-year periods through May 31, 2002. In 1999, the
Compensation Committee established a minimum threshold for the three-year period
ending May 31, 2002 based on a calculated average return on equity for this
segment. The Committee believes that the rolling three-year plan focuses plan
participants on growth and profitability for the Company. The average return on
asset threshold established by the Committee for the rolling three years ending
with the Company's 1999 fiscal year was achieved and the participating
executives were awarded incentive payments in accordance with the plan.
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 1999, Robert D. Rogers, Melvin G. Brekhus, Tommy A. Valenta and Richard M.
Fowler received stock option awards of 15,000, 40,000, 40,000, and 10,000
respectively.
Chief Executive Officer's 1999 Compensation. Compensation for the Chief
Executive Officer ("CEO") is determined through a process similar to that
discussed above for executive officers in general and is embodied in the terms
of an employment contract. During 1999, the CEO's compensation was paid in
accordance with the terms of an employment contract which expires at the end of
the fiscal year ending May 31, 2000. Pursuant to the terms of the employment
contract (see Executive Compensation), the CEO received an annual salary
consisting of a $300,000 base component and an award in cash equal to the fair
market value of 21,632 shares of Common Stock and participated in the
shareholder-approved long-term incentive plan set forth in his employment
contract. The Company's average return on equity for fiscal years 1997, 1998 and
1999 was 17.6%. Accordingly, under long term incentive portion of his contract,
the CEO earned an incentive bonus of $688,715, the payment of one-half of which
was deferred.
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-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 submitted and obtained approval of the Company's Shareholders of the
incentive payment provisions of the Chief Executive Officer's employment
contract. 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.
James M. Hoak, Chairman
Eugenio Clariond Reyes, Member
Robert Alpert, Member
11
<PAGE> 14
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING 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. Based
solely on review of copies of such reports furnished to the Company and written
transaction reports of its Directors and executive officers indicating that no
other reports were required to be filed during the 1999 fiscal year, the Company
believes that all filing requirements applicable to its Directors, executive
officers and 10% owners were complied with in accordance with Section 16(a)
except that one transaction report for Peter H. Wright was filed late.
INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young LLP 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 LLP 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,
1999, 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.
2000 SHAREHOLDER PROPOSALS
Proposals of Shareholders intended to be presented at the next Annual
Meeting of Shareholders presently scheduled for October 17, 2000, must be
received by the Secretary of the Company not later than May 3, 2000, to be
eligible for inclusion in the proxy statement and form of proxy relating to that
meeting.
Proposals of Shareholders intended to be presented at the next Annual
Meeting of Shareholders which are not received by the Secretary of the Company
before May 3, 2000 shall be untimely. Upon the presentation at the next Annual
Meeting of Shareholders of any matter not timely proposed, the persons named in
the proxy accompanying the Company's proxy statement relating to that meeting
will have the discretionary authority to vote all proxies on such matters in
accordance with their best judgment.
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,
/s/ ROBERT MOORE
ROBERT C. MOORE
Secretary
12
<PAGE> 15
- --------------------------------------------------------------------------------
FOR SHARES OF COMMON STOCK
TEXAS INDUSTRIES, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS OCTOBER 19, 1999
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 on the reverse side, 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 19, 1999 at 9:30 A.M. (CDT) at the Texas Motor
Speedway, 3601 Highway 114, Justin, Texas.
(THIS PROXY CONTINUES AND MUST BE SIGNED ON THE REVERSE SIDE)
- -------------------------------------------------------------------------------
-FOLD AND DETACH HERE-
<PAGE> 16
<TABLE>
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS JUST SIGN BELOW; Please mark / X /
NO BOXES NEED TO BE CHECKED your votes as
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2 indicated in
this example
Item 1 - Election of Directors (see reverse). Robert Alpert, Eugenio Clariond Reyes and Elizabeth C. Williams to serve in a
class of directors with a term expiring in 2002.
FOR all nominees WITHHOLD
(except as AUTHORITY
specified hereon) to vote for all nominees (Instruction: To withhold authority to vote for an individual nominee write
listed at right that nominee's name on the space provided below.)
/ / / /
----------------------------------------------------------------------------
Item 2 - 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 PROPOSAL
IN ITEM 2.
(Sign exactly as name(s) appear hereon. 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: , 1999
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o FOLD AND DETACH HERE o
</TABLE>
