<PAGE> 1
Registration No. 033-53715
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1993
TEXAS INDUSTRIES, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 75-0832210
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1341 W. MOCKINGBIRD LANE, SUITE 700W, DALLAS, TEXAS 75247
(Address of Principal Executive Offices) (Zip Code)
TEXAS INDUSTRIES, INC. 1993 STOCK OPTION PLAN
(Full title of the plan)
ROBERT C. MOORE
VICE PRESIDENT - GENERAL COUNSEL
TEXAS INDUSTRIES, INC.
1341 W. MOCKINGBIRD LANE, SUITE 700W, DALLAS, TEXAS 75247
(Name and address of agent for service)
(972) 647-6700
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Proposed
Maximum
Title of Each Offering Proposed
Class of Securities Amount to be Price Per Maximum Aggregate
to be Registered Registered(1) Unit(2) Offering Price(2) Amount of Registration Fee
- - - - - - --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
Par Value - $1.00 per share 2,000,000 shares $32.78 $65,560,000.00 $18,225.68
====================================================================================================================
</TABLE>
(1) Plus any additional shares of Common Stock as may become issuable pursuant
to the anti-dilution provisions of the Plan.
(2) Computed in accordance with Rules 457 (c) and (h), the offering price and
registration fee are computed on the basis of the average of the high and low
prices of the shares, as reported by the New York Stock Exchange, on May 17,
1999.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed in (a) through (d) below are hereby
incorporated by reference into this Registration Statement. All
documents subsequently filed by the Company or the 1993 Plan pursuant
to Sections 13(a), 13(c), 14 or (15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") after the date of this Registration
Statement and prior to the filing of a post-effective amendment to the
Registration Statement of which indicates that all shares of Common
Stock, $1.00 par value per share offered hereunder, have been sold or
that deregister all such shares then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents.
(a) The Company's latest annual report filed on Form
10-K pursuant to Section 13 or 15(d) of the Exchange Act,
which contains, either directly or by incorporation by
reference, certified financial statements for the Company's
latest fiscal year ended May 31, 1998 for which such
statements have been filed.
(b) All other reports filed pursuant to Section 13 or
15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report referred to in (a) above.
(c) The description of the Common Stock contained in
the Company's registration statement filed pursuant to section
12(b) or (g) of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
(d) All information set forth in the Company's
initial registration of the Texas Industries, Inc. 1993 Stock
Option Plan on Form S-8, Registration No. 033-53715, filed May
19, 1994.
ITEM 8. EXHIBITS
15.1 Letter regarding Unaudited Interim Financial Information by
Ernst & Young LLP.
23.1 Consent of Ernst & Young LLP.
<PAGE> 3
ITEM 9. UNDERTAKINGS
I. The undersigned registrant hereby undertakes:
A. To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
1. To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
2. To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration table;
3. To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs I(A)(1) and
I(A)(2) do not apply if the registration statement is on Form
S-3 or Form S-8 and the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
B. That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
C. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
II. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to
<PAGE> 4
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
III. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on May 18, 1999.
TEXAS INDUSTRIES, INC.
(Registrant)
By: /s/ RICHARD M. FOWLER
-------------------------------
Richard M. Fowler
Vice President - Finance
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
15.1 Letter regarding Unaudited Interim Financial Information by Ernst
& Young LLP.
23.1 Consent of Ernst & Young LLP.
</TABLE>
<PAGE> 1
EXHIBIT 15.1
Board of Directors
Texas Industries, Inc.
We are aware of the incorporation by reference in the Registration Statement
(Post-Effective Amendment No. 1 to Form S-8 No. 33-53715) of Texas Industries,
Inc. pertaining to the Texas Industries, Inc. 1993 Stock Option Plan for the
registration of 2,000,000 shares of its common stock of our reports dated
September 16, 1998, December 14, 1998 and March 17, 1999 relating to the
unaudited consolidated interim financial statements of Texas Industries, Inc.
which are included in its Form 10-Q for the quarters ended August 31, 1998,
November 30, 1998 and February 28, 1999.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a part
of the registration statement prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ ERNST & YOUNG LLP
Dallas, Texas
May 17, 1999
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of our report dated July 15, 1998,
with respect to the consolidated financial statements of Texas Industries, Inc.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
May 31, 1998 and the related financial statement schedules included therein,
filed with the Securities and Exchange Commission in the Registration Statement
(Post-Effective Amendment No. 1 to Form S-8 No. 33-53715) pertaining to the
Texas Industries, Inc. 1993 Stock Option Plan.
/s/ ERNST & YOUNG LLP
Dallas, Texas
May 17, 1999
