Basisstatistiken
| CIK | 97472 |
SEC Filings
SEC Filings (Chronological Order)
| August 1, 2014 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Texas Industries, Inc. (Name of Issuer) Common Stock (Title of Class and Securities) 882491103 (CUSIP Number of Class of Securities) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: /X/ Rule 13d-1(b) / / Rule 13d-1(c) / / Rule |
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| July 14, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-170217 TEXAS INDUSTRIES, INC. and each Subsidiary Guarantor listed in An |
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| July 10, 2014 |
TXI / Texas Industries Inc / MORGAN STANLEY - MSCO INITIAL Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* TEXAS INDUSTRIES INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 882491103 - (CUSIP Number) June 30, 2014 - (Date Of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| July 10, 2014 |
TXI / Texas Industries Inc / MORGAN STANLEY - MSCO EXIT Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* TEXAS INDUSTRIES INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 882491103 - (CUSIP Number) July 1, 2014 - (Date Of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| July 10, 2014 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Texas Industries, Inc. (Name of Issuer) Common Stock (Title of Class and Securities) 882491103 (CUSIP Number of Class of Securities) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: /X/ Rule 13d-1(b) / / Rule 13d-1(c) / / Rule |
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| July 8, 2014 |
Mine Safety - Reporting of Shutdowns and Patterns of Violations Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) July 1, 2014 Texas Industries, Inc. |
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| July 3, 2014 |
TXI / Texas Industries Inc / NNS Holding - SCHEDULE 13D (AMENDMENT NO. 21) Activist Investment SC 13D/A 1 nn30887108-sc13da.htm SCHEDULE 13D (AMENDMENT NO. 21) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 21 Under the Securities Exchange Act of 1934 Texas Industries, Inc. (Name of Issuer) Common Stock, par value $1.00 (Title of Class of Securities) 882491103 (CUSIP Number) NNS Holding 89 Nexus Way Camana Bay Grand Cayman KY1-9007 Cayma |
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| July 3, 2014 |
EXHIBIT 1 AGREEMENT OF JOINT FILING The undersigned hereby agree that the attached Schedule 13D/A, together with any and all amendments thereto, is filed on behalf of each of us, pursuant to Rule 13d-1 of the General Rules and Regulations of the Securities and Exchange Commission. |
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| July 2, 2014 |
EX-99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE Contact: Anne H. Lloyd Executive Vice President and Chief Financial Officer (919) 783-4660 www.martinmarietta.com Martin Marietta Materials Completes Texas Industries Acquisition Transaction Creates Market Leading Supplier of Aggregates and Heavy Building Materials RALEIGH, NORTH CAROLINA– July 2, 2014 – Martin Marietta Materials, Inc. (NYSE: MLM) today a |
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| July 2, 2014 |
EX-3.2 Exhibit 3.2 BYLAWS OF TEXAS INDUSTRIES, INC. ARTICLE I Meetings of Stockholders; Stockholders’ Consent in Lieu of Meeting SECTION 1.01. Annual Meeting. The annual meeting of the stockholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held at such place, date and hour as shall be fixed by the Board of Direct |
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| July 2, 2014 |
TXI / Texas Industries Inc S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on July 2, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 2, 2014 |
8-K 1 d749225d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 30, 2014 TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or Other Jurisdiction of In |
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| July 2, 2014 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Anne H. Lloyd Executive Vice President and Chief Financial Officer (919) 783-4660 www.martinmarietta.com Martin Marietta Materials Shareholders and Texas Industries Stockholders Approve Merger Transaction Expected to Close Promptly RALEIGH, NORTH CAROLINA, and DALLAS, TEXAS – June 30, 2014 – Martin Marietta Materials, Inc. (NYSE: MLM) and Texas I |
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| July 2, 2014 |
STATE of DELAWARE CERTIFICATE OF INCORPORATION TEXAS INDUSTRIES, INC. EX-3.1 Exhibit 3.1 STATE of DELAWARE CERTIFICATE OF INCORPORATION OF TEXAS INDUSTRIES, INC. FIRST: The name of the corporation (hereinafter called the “Corporation”) is Texas Industries, Inc. SECOND: The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, County of New Castle, Wil |
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| July 2, 2014 |
EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 14, 2014, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-2 |
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| July 2, 2014 |
TXI / Texas Industries Inc S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on July 2, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 30, 2014 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Initial Filing)* Texas Industries, Inc. (Name of Issuer) Common Stock (Title of Class and Securities) 882491103 (CUSIP Number of Class of Securities) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: /X/ Rule 13d-1(b) / / Rule 13d-1(c) / / Rule 1 |
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| June 27, 2014 |
Financial Statements and Exhibits, Other Events 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 27, 2014 TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or Other Jurisdiction of Incorporation) (Commission F |
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| June 27, 2014 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Anne H. Lloyd Executive Vice President and Chief Financial Officer (919) 783-4660 www.martinmarietta.com Martin Marietta Materials, Inc. and Texas Industries, Inc. Confirm Agreement with U.S. Department of Justice Martin Marietta will divest two rail yards in Texas, aggregate quarry in Oklahoma Agreement completes DOJ’s review of proposed transac |
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| June 27, 2014 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Anne H. Lloyd Executive Vice President and Chief Financial Officer (919) 783-4660 www.martinmarietta.com Martin Marietta Materials, Inc. and Texas Industries, Inc. Confirm Agreement with U.S. Department of Justice Martin Marietta will divest two rail yards in Texas, aggregate quarry in Oklahoma Agreement completes DOJ’s review of proposed transac |
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| June 27, 2014 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Anne H. Lloyd Executive Vice President and Chief Financial Officer (919) 783-4660 www.martinmarietta.com Martin Marietta Materials, Inc. and Texas Industries, Inc. Confirm Agreement with U.S. Department of Justice Martin Marietta will divest two rail yards in Texas, aggregate quarry in Oklahoma Agreement completes DOJ’s review of proposed transaction RAL |
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| June 27, 2014 |
TXI / Texas Industries Inc 425 - Merger Prospectus - 8-K 425 1 d751165d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 27, 2014 TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or Other Jurisdiction of Incorpo |
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| June 27, 2014 |
MLM / Martin Marietta Materials, Inc. 425 - Merger Prospectus - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2014 Martin Marietta Materials, Inc. (Exact name of registrant as specified in charter) North Carolina 1-12744 56-1848578 (State or Other Jurisdiction of Incorporation) (Comm |
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| June 25, 2014 |
AMENDMENT NO. 1 TO CREDIT AGREEMENT Exhibit 10.2 AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT dated as of June 23, 2014 (the “Amendment”) to the Credit Agreement dated as of November 29, 2013 (the “Credit Agreement”) among MARTIN MARIETTA MATERIALS, INC. (the “Borrower”), the lenders listed therein (collectively, the “Lenders”; individually, a “Lender”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Age |
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| June 25, 2014 |
Exhibit 10.1 SunTrust Bank 3333 Peachtree Street, N.E., 10th Floor Mail Code: GA-ATL-3950 Atlanta, GA 30326 June 20, 2014 Martin Marietta Materials, Inc. Martin Marietta Funding LLC 2710 Wycliff Road Raleigh, North Carolina 27607 Attention: Byron Creech Martin Marietta Funding LLC (the “Borrower”) $250,000,000 Accounts Receivables Securitization Facility Ladies and Gentlemen: Martin Marietta Mater |
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| June 25, 2014 |
Merger Prospectus - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2014 Martin Marietta Materials, Inc. (Exact name of registrant as specified in charter) North Carolina 1-12744 56-1848578 (State or Other Jurisdiction of Incorporation) (Comm |
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| June 24, 2014 |
Merger Prospectus - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2014 Martin Marietta Materials, Inc. (Exact name of registrant as specified in charter) North Carolina 1-12744 56-1848578 (State or Other Jurisdiction of Incorporation) (Comm |
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| June 24, 2014 |
EX-10.1 2 ex10-1.htm PURCHASE AGREEMENT Exhibit 10.1 Martin Marietta Materials, Inc. $300,000,000 Floating Rate Senior Notes due 2017 $400,000,000 4.250% Senior Notes due 2024 PURCHASE AGREEMENT June 23, 2014 DEUTSCHE BANK SECURITIES INC. J.P. MORGAN SECURITIES LLC as Representatives of the several initial purchasers set forth on Schedule 1 hereto c/o Deutsche Bank Securities Inc. 60 Wall Street N |
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| June 24, 2014 |
Martin Marietta Materials, Inc. Prices Private Offering of Senior Notes Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Anne H. Lloyd Executive Vice President and Chief Financial Officer (919) 783-4660 www.martinmarietta.com Martin Marietta Materials, Inc. Prices Private Offering of Senior Notes RALEIGH, NORTH CAROLINA – June 23, 2014 – Martin Marietta Materials, Inc. (“Martin Marietta”) (NYSE: MLM) today announced that it has priced its offering of $700 million aggregate |
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| June 23, 2014 |
Merger Prospectus - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2014 Martin Marietta Materials, Inc. (Exact name of registrant as specified in charter) North Carolina 1-12744 56-1848578 (State or Other Jurisdiction of Incorporation) (Comm |
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| June 23, 2014 |
Martin Marietta Materials, Inc. Announces Private Offering of Senior Notes Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Anne H. Lloyd Executive Vice President and Chief Financial Officer (919) 783-4660 www.martinmarietta.com Martin Marietta Materials, Inc. Announces Private Offering of Senior Notes RALEIGH, NORTH CAROLINA – June 23, 2014 – Martin Marietta Materials, Inc. (“Martin Marietta”) (NYSE: MLM) today announced that it intends to offer $700 million aggregate princi |
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| June 23, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 23, 2014 TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 23, 2014 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 23, 2014 TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or Other Jurisdiction of Incorporation) (Commiss |
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| June 23, 2014 |
Exhibit 99.2 FOR IMMEDIATE RELEASE Contact: Anne H. Lloyd Executive Vice President and Chief Financial Officer (919) 783-4660 www.martinmarietta.com Martin Marietta Materials, Inc. Expects to Enter into Agreement with U.S. Department of Justice Regarding Proposed Acquisition of Texas Industries RALEIGH, NORTH CAROLINA – June 23, 2014 – Martin Marietta Materials, Inc. (“Martin Marietta”) (NYSE: MLM |
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| June 20, 2014 |
Merger Prospectus - AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2014 Martin Marietta Materials, Inc. (Exact name of registrant as specified in charter) North Carolina 1-12744 56-1848578 (State or Other Jurisdiction of Incorporation) (Co |
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| June 20, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 20, 2014 TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 20, 2014 |
Merger Prospectus - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2014 Martin Marietta Materials, Inc. (Exact name of registrant as specified in charter) North Carolina 1-12744 56-1848578 (State or Other Jurisdiction of Incorporation) (Comm |
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| June 20, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 20, 2014 TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or Other Jurisdiction of Incorporation) (Commission F |
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| June 11, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 10, 2014 TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation) (Commission File |
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| June 11, 2014 |
Merger Prospectus - CURRENT REPORT 425 1 form8-k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2014 Martin Marietta Materials, Inc. (Exact name of registrant as specified in charter) North Carolina 1-12744 56-1848578 (State or Other Jur |
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| May 30, 2014 |
DEFM14A 1 d682927ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Comm |
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| April 25, 2014 |
Merger Prospectus - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2014 Martin Marietta Materials, Inc. (Exact name of registrant as specified in charter) North Carolina 1-12744 56-1848578 (State or Other Jurisdiction of Incorporation) (Com |
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| April 25, 2014 |
EX-99.1 2 ex99-1.htm LETTER TO EMPLOYEES Exhibit 99.1 April 25, 2014 Dear Martin Marietta colleague, Over the past several weeks, a considerable amount of time, effort and energy from employees of both Martin Marietta and TXI has been dedicated to the preliminary work required to successfully combine our two companies into a bigger, better whole. I could not be more proud of the hard work, dedicat |
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| April 24, 2014 |
Merger Prospectus - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2014 Martin Marietta Materials, Inc. (Exact name of registrant as specified in charter) North Carolina 1-12744 56-1848578 (State or Other Jurisdiction of Incorporation) (Com |
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| April 24, 2014 |
EX-99.1 2 ex99-1.htm PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Anne H. Lloyd Executive Vice President and Chief Financial Officer (919) 783-4660 www.martinmarietta.com MARTIN MARIETTA MATERIALS, INC. RECEIVES HART-SCOTT-RODINO FILING SECOND REQUEST IN PROPOSED COMBINATION WITH TEXAS INDUSTRIES, INC. RALEIGH, North Carolina (April 23, 2014) – Martin Marietta Materials, Inc. (NYSE:ML |
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| April 4, 2014 |
EXHIBIT 95.1 This exhibit contains the information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104). The following table provides information about citations, orders and notices issued under the Federal Mine Safety and Health Act of 1977 (the "Mi |
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| April 4, 2014 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| April 4, 2014 |
EXHIBIT 12.1 COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES TEXAS INDUSTRIES, INC. AND SUBSIBIARIES Nine Months ended February 28, February 28, Year Ended May 31, In Thousands except ratios 2014 2013 2013 2012 2011 2010 2009 Earnings Income (loss) from continuing operations before income taxes and changes in accounting principles $ (41,762 ) $ (28,249 ) $ (24,260 ) $ 287 $ (113,349 ) $ (71,130 |
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| April 4, 2014 |
EXHIBIT 15.1 April 4, 2014 Board of Directors and Stockholders Texas Industries, Inc. We are aware of the incorporation by reference in the Registration Statement (Form S-4) of Martin Marietta Materials, Inc. for the registration of its common stock and related Joint Proxy Statement/Prospectus of Martin Marietta Materials, Inc. and Texas Industries, Inc., the Post-Effective Amendment Number 9 to R |
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| April 3, 2014 |
TXI Reports Third Quarter Results EXHIBIT 99.1 TXI Reports Third Quarter Results DALLAS, April 2, 2014 (GLOBE NEWSWIRE) - Texas Industries, Inc. (NYSE:TXI) today reported financial results for the quarter ended February 28, 2014. Results for the quarter were a net loss of $21.8 million or $.76 per share. Several non-recurring and timing items (discussed below) negatively impacted net income for the quarter by $12.2 million or $.43 |
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| April 3, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (April 2, 2014) TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identifi |
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| March 26, 2014 |
Filed by Martin Marietta Materials, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Act of 1934 Subject Company: Texas Industries, Inc. Commission File No.: 001-04887 Commission File No. for Registration Statement on Form S-4: 333-194288 On March 26, 2014, Martin Marietta Materials, Inc. attended the BB&T 8th Annual Commercia |
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| March 21, 2014 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Anne H. Lloyd Executive Vice President and Chief Financial Officer (919) 783-4660 www.martinmarietta.com MARTIN MARIETTA MATERIALS, INC. TO REFILE HART-SCOTT-RODINO FILING FOR PROPOSED COMBINATION WITH TEXAS INDUSTRIES, INC. RALEIGH, North Carolina (March 21, 2014) – Martin Marietta Materials, Inc. (NYSE:MLM), announced effective March 20, 2014, the Comp |
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| March 21, 2014 |
Merger Prospectus - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2014 Martin Marietta Materials, Inc. (Exact name of registrant as specified in charter) North Carolina 1-12744 56-1848578 (State or Other Jurisdiction of Incorporation) (Com |
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| March 21, 2014 |
Dear Martin Marietta colleague, Exhibit 99.2 Dear Martin Marietta colleague, I am pleased to report that all is proceeding well, and as planned, with our announced combination with Texas Industries. On March 13, we held a kick-off meeting in Raleigh with a team of people who have begun the planning necessary to integrate our two companies. Also at this meeting were representatives of the Merger Integration Group of KPMG, a consu |
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| February 21, 2014 |
Filed by Martin Marietta Materials, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Act of 1934 Subject Company: Texas Industries, Inc. Commission File No.: 001-04887 On February 21, 2014, Martin Marietta Materials, Inc. began distributing the following message to its employees. Dear Fellow Martin Marietta Employees, With thr |
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| February 18, 2014 |
Filed by Texas Industries, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Texas Industries, Inc. (Commission File No. 1-4887) Update on the Merger - talking points for TXI Employees The first task for Martin Marietta, appropriately, was to go talk to their shareholders after the announce |
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| February 12, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-4631 DIVISION OF CORPORATION FINANCE February 12, 2014 Via E-mail Mr. Kenneth R. Allen Chief Financial Officer Texas Industries Inc. 1341 West Mockingbird Lane, Suite 700W Dallas, TX 75247-6913 Re: Texas Industries Inc. Form 10-K for Fiscal Year Ended May 31, 2013 Filed July 22, 2013 File No. 1-4887 Dear Mr. Allen: We have com |
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| February 11, 2014 |
CORRESP 1 filename1.htm Mr. W. John Cash Securities and Exchange Commission January 28, 2014 Page 1 February 11, 2014 Mr. W. John Cash Branch Chief Division of Corporation Finance U.S. Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549-4631 Re: Texas Industries, Inc. Form 10-K for Fiscal Year Ended May 31, 2013 Filed July 22, 2013 Form 10-Q for Fiscal Quarter Ended No |
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| February 5, 2014 |
[Remainder of page left intentionally blank] Exhibit 3 VOTING AGREEMENT dated as of January 27, 2014 (this “Agreement”), among Martin Marietta Materials, Inc. |
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| February 5, 2014 |
[Remainder of page left intentionally blank] Exhibit 2 VOTING AGREEMENT dated as of January 27, 2014 (this “Agreement”), among Martin Marietta Materials, Inc. |
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| February 5, 2014 |
TXI / Texas Industries Inc / MARTIN MARIETTA MATERIALS INC - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 TEXAS INDUSTRIES, INC. (Name of Issuer) Common Stock, Par Value $1.00 Per Share (Title of Class of Securities) 882491103 (CUSIP Number) Roselyn R. Bar Senior Vice President, General Counsel and Corporate Secretary Martin Marietta Materials, Inc. 2710 Wycliff Road Raleigh, |
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| February 5, 2014 |
EX-1 2 ex1.htm MERGER AGREEMENT WITH PROJECT HOLDINGS, INC. AND TEXAS INDUSTRIES, INC. Exhibit 1 AGREEMENT AND PLAN OF MERGER Dated as of January 27, 2014 Among TEXAS INDUSTRIES, INC., MARTIN MARIETTA MATERIALS, INC. and PROJECT HOLDINGS, INC. TABLE OF CONTENTS Page ARTICLE I The Merger SECTION 1.01. The Merger 1 SECTION 1.02. Closing 2 SECTION 1.03. Effective Time 2 SECTION 1.04. Effects 2 SECTIO |
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| January 30, 2014 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER Dated as of January 27, 2014 Among TEXAS INDUSTRIES, INC., MARTIN MARIETTA MATERIALS, INC. and PROJECT HOLDINGS, INC. TABLE OF CONTENTS Page ARTICLE I The Merger SECTION 1.01. The Merger 1 SECTION 1.02. Closing 2 SECTION 1.03. Effective Time 2 SECTION 1.04. Effects 2 SECTION 1.05. Certificate of Incorporation and By-Laws 3 SECTION 1.06. Directors and Office |
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| January 30, 2014 |
[Remainder of page left intentionally blank] Exhibit 2.3 VOTING AGREEMENT dated as of January 27, 2014 (this “Agreement”), among Martin Marietta Materials, Inc., a North Carolina corporation (“Parent”), and Southeastern Asset Management, Inc. (“Stockholder”). WHEREAS Parent, Project Holdings, Inc., a North Carolina corporation and a wholly owned subsidiary of Parent (“Sub”), and Texas Industries, Inc., a Delaware corporation (the “Company”), |
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| January 30, 2014 |
TXI / Texas Industries Inc / BlackRock Inc. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 4) TEXAS INDUSTRIES INC. - (Name of Issuer) Common Stock - (Title of Class of Securities) 882491103 - (CUSIP Number) December 31, 2013 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| January 30, 2014 |
[Remainder of page left intentionally blank] EXHIBIT 2.2 VOTING AGREEMENT dated as of January 27, 2014 (this “Agreement”), among Martin Marietta Materials, Inc., a North Carolina corporation (“Parent”), and NNS Holding (“Stockholder”). WHEREAS Parent, Project Holdings, Inc., a North Carolina corporation and a wholly owned subsidiary of Parent (“Sub”), and Texas Industries, Inc., a Delaware corporation (the “Company”), have contemporaneously |
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| January 30, 2014 |
Merger Prospectus - CURRENT REPORT 425 1 form8k-425.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2014 Martin Marietta Materials, Inc. (Exact name of registrant as specified in charter) North Carolina 1-12744 56-1848578 (State or Oth |
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| January 30, 2014 |
[Remainder of page left intentionally blank] Exhibit 2.2 VOTING AGREEMENT dated as of January 27, 2014 (this “Agreement”), among Martin Marietta Materials, Inc., a North Carolina corporation (“Parent”), and NNS Holding (“Stockholder”). WHEREAS Parent, Project Holdings, Inc., a North Carolina corporation and a wholly owned subsidiary of Parent (“Sub”), and Texas Industries, Inc., a Delaware corporation (the “Company”), have contemporaneously |
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| January 30, 2014 |
[Remainder of page left intentionally blank] EXHIBIT 2.3 VOTING AGREEMENT dated as of January 27, 2014 (this “Agreement”), among Martin Marietta Materials, Inc., a North Carolina corporation (“Parent”), and Southeastern Asset Management, Inc. (“Stockholder”). WHEREAS Parent, Project Holdings, Inc., a North Carolina corporation and a wholly owned subsidiary of Parent (“Sub”), and Texas Industries, Inc., a Delaware corporation (the “Company”), |
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| January 30, 2014 |
EX-2.1 2 exhibit21.htm MERGER AGREEMENT EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER Dated as of January 27, 2014 Among TEXAS INDUSTRIES, INC., MARTIN MARIETTA MATERIALS, INC. and PROJECT HOLDINGS, INC. TABLE OF CONTENTS Page ARTICLE I The Merger SECTION 1.01. The Merger 1 SECTION 1.02. Closing 2 SECTION 1.03. Effective Time 2 SECTION 1.04. Effects 2 SECTION 1.05. Certificate of Incorporation and By-L |
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| January 30, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 body.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 27, 2014 TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or Other Jurisdiction of Incorporat |
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| January 29, 2014 |
[Remainder of page left intentionally blank] EXHIBIT 2 VOTING AGREEMENT dated as of January 27, 2014 (this “Agreement”), among Martin Marietta Materials, Inc. |
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| January 29, 2014 |
TXI / Texas Industries Inc / Sawiris Nassef - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 20 Under the Securities Exchange Act of 1934 Texas Industries, Inc. (Name of Issuer) Common Stock, par value $1.00 (Title of Class of Securities) 882491103 (CUSIP Number) NNS Holding 89 Nexus Way Camana Bay, Grand Cayman Cayman Islands Tel: 202 2461 1103 With a Copy to: Eric Shube Allen & Overy LLP |
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| January 29, 2014 |
EXHIBIT 1 AGREEMENT OF JOINT FILING The undersigned hereby agree that the attached Schedule 13D/A, together with any and all amendments thereto, is filed on behalf of each of us, pursuant to Rule 13d-1 of the General Rules and Regulations of the Securities and Exchange Commission. |
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| January 28, 2014 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Martin Marietta Materials and Texas Industries Agree to Combine $2.7 Billion Transaction Creates a Market Leading Supplier of Aggregates and Heavy Building Materials Creates Leading U.S. Aggregates Producer; Vertical Integration in Select Markets, Greater Scale, and Increased Geographic and Product Diversification will Position Combined Company for Accelerated Gr |
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| January 28, 2014 |
EX-99.5 39 exhibit995.htm PRESENTATION TXI Town Hall Merger with Martin Marietta Materials January 2014 Exhibit 99.5 Purpose of Meeting Update on Announced Merger Stock Transaction Anticipated Timeline Who is Martin Marietta Materials? 2nd Largest Aggregate Producer in U.S. Ready Mix, Specialty Markets 260 Quarries and Sites Operations in 36 States Headquartered in Raleigh, NC Revenues of $2.1 Bil |
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| January 28, 2014 |
Exhibit 99.2 |
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| January 28, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-4631 DIVISION OF CORPORATION FINANCE January 28, 2014 Via E-mail Mr. Kenneth R. Allen Chief Financial Officer Texas Industries Inc. 1341 West Mockingbird Lane, Suite 700W Dallas, TX 75247-6913 Re: Texas Industries Inc. Form 10-K for Fiscal Year Ended May 31, 2013 Filed July 22, 2013 Form 10-Q for Fiscal Quarter Ended November |
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| January 28, 2014 |
Exhibit 99.4 Date: January 28, 2014 To: All TXI Employees From: Mel Brekhus Subject: Announcement of Merger Agreement with Martin Marietta Materials I am pleased to share with you an exciting message that holds great opportunity for our company. Today, TXI announced that we are entering into a merger agreement with Martin Marietta Materials. Both companies will be joining to create a leading build |
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| January 28, 2014 |
SC 13D/A 1 ss201167sc13da.htm AMENDMENT NO. 15 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 15 Texas Industries, Inc. (Name of Issuer) Common Stock (Title of Class and Securities) 882491103 (CUSIP Number of Class of Securities) O. Mason Hawkins Chairman of the Board and C.E.O. and Andrew R. McCarroll Vice President & |
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| January 28, 2014 |
Exhibit 99.3 Operator: Ladies and gentlemen, good morning and welcome to today's conference call and webcast announcing the planned combination of Martin Marietta and Texas Industries. All participants are currently in a listen-only mode. After the speakers' remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press star then the number |
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| January 28, 2014 |
Financial Statements and Exhibits, Other Events 8-K 1 body.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 27, 2014 TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or Other Jurisdiction of Incorporation) |
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| January 17, 2014 |
January 17, 2014 Mr. W. John Cash Branch Chief Division of Corporation Finance U.S. Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549-4631 Re: Texas Industries, Inc. Form 10-K for Fiscal Year Ended May 31, 2013 Filed July 22, 2013 File No. 1-4887 Dear Mr. Cash: We have the following responses to the SEC staff’s comments contained in the letter dated January 13, 2014. |
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| January 16, 2014 |
TXI / Texas Industries Inc / EAGLE ASSET MANAGEMENT INC Passive Investment January 16, 2014 Securities and Exchange Commission 450 Fifth Street NW Washington, DC 20549 RE: Amended Schedule 13G Texas Industries, Inc. |
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| January 13, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-4631 DIVISION OF CORPORATION FINANCE January 13, 2014 Via E-mail Mr. Kenneth R. Allen Chief Financial Officer Texas Industries Inc. 1341 West Mockingbird Lane, Suite 700W Dallas, TX 75247-6913 Re: Texas Industries Inc. Form 10-K for Fiscal Year Ended May 31, 2013 Filed July 22, 2013 Response Letter Dated December 18, 2013 File |
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| January 9, 2014 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| January 9, 2014 |
EXHIBIT 15.1 January 9, 2014 Board of Directors and Stockholders Texas Industries, Inc. We are aware of the incorporation by reference in the Post-Effective Amendment Number 9 to Registration Statement Number 2-48986 on Form S-8, Registration Statement Number 333-121860 on Form S-8, Registration Statement Number 333-185957 on Form S-8 (as amended) and in the related Prospectuses of our report date |
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| January 9, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (January 8, 2014) TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identi |
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| January 9, 2014 |
EXHIBIT 95.1 This exhibit contains the information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104). The following table provides information about citations, orders and notices issued under the Federal Mine Safety and Health Act of 1977 (the "Mi |
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| January 9, 2014 |
EXHIBIT 12.1 COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES TEXAS INDUSTRIES, INC. AND SUBSIBIARIES Six Months ended November 30, November 30, Year Ended May 31, In Thousands except ratios 2013 2012 2013 2012 2011 2010 2009 Earnings Income (loss) from continuing operations before income taxes and changes in accounting principles $ (16,915 ) $ (18,379 ) $ (24,260 ) $ 287 $ (113,349 ) $ (71,130 |
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| January 9, 2014 |
TXI Reports Second Quarter Results EXHIBIT 99.1 TXI Reports Second Quarter Results DALLAS, Jan. 8, 2014 (GLOBE NEWSWIRE) - Texas Industries, Inc. (NYSE:TXI) today reported financial results for the quarter ended November 30, 2013. Results for the quarter were a net loss of $17.6 million or $0.62 per share. Results for the quarter ended November 30, 2012 were a net loss of $11.1 million or $0.40 per share. EBITDA from continuing ope |
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| December 18, 2013 |
CORRESP 1 filename1.htm December 18, 2013 Mr. W. John Cash Branch Chief Division of Corporation Finance U.S. Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549-4631 Re: Texas Industries, Inc. Form 10-K for Fiscal Year Ended May 31, 2013 Filed July 22, 2013 File No. 1-4887 Dear Mr. Cash: We have the following responses to the SEC staff’s comments contained in the lette |
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| December 9, 2013 |
December 9, 2013 John Cash Accounting Branch Chief United States Securities and Exchange Commission Mail Stop 4631 Washington, D. |
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| November 22, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-4631 DIVISION OF CORPORATION FINANCE November 22, 2013 Via E-mail Mr. Kenneth R. Allen Chief Financial Officer Texas Industries Inc. 1341 West Mockingbird Lane, Suite 700W Dallas, TX 75247-6913 Re: Texas Industries Inc. Form 10-K for Fiscal Year Ended May 31, 2013 Filed July 22, 2013 File No. 1-4887 Dear Mr. Allen: We have rev |
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| November 12, 2013 |
8-K 1 f8k111113.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Earliest Event Reported (November 11,2013) TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation) ( |
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| November 12, 2013 |
EXHIBIT 99.1 |
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| October 18, 2013 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2013 TEXAS INDUSTRIES, INC. (Exact name of Registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation or organization |
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| October 4, 2013 |
EXHIBIT 95.1 This exhibit contains the information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104). The following table provides information about citations, orders and notices issued under the Federal Mine Safety and Health Act of 1977 (the "Mi |
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| October 4, 2013 |
EXHIBIT 15.1 October 4, 2013 Board of Directors and Stockholders Texas Industries, Inc. We are aware of the incorporation by reference in the Post-Effective Amendment Number 9 to Registration Statement Number 2-48986 on Form S-8, Registration Statement Number 333-121860 on Form S-8, Registration Statement Number 333-185957 on Form S-8 (as amended) and in the related Prospectuses of our report date |
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| October 4, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number |
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| October 4, 2013 |
EXHIBIT 12.1 COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES TEXAS INDUSTRIES, INC. AND SUBSIBIARIES Three Months ended August 31, August 31, Year Ended May 31, In Thousands except ratios 2013 2012 2013 2012 2011 2010 2009 Earnings Income (loss) from continuing operations before income taxes and changes in accounting principles $ 599 $ (7,533 ) $ (24,260 ) $ 287 $ (113,349 ) $ (71,130 ) $ (44,9 |
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| October 3, 2013 |
TXI Reports First Quarter Results EX-99.1 2 exh991.htm EXHIBIT 99.1 EXHIBIT 99.1 TXI Reports First Quarter Results DALLAS, Oct. 2, 2013 (GLOBE NEWSWIRE) - Texas Industries, Inc. (NYSE:TXI) today reported financial results for the quarter ended August 31, 2013. Results for the quarter were a net income of $.4 million or $.01 per share. Results for the quarter ended August 31, 2012 were a loss of $2.7 million or $.08 per share. EBIT |
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| October 3, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (October 2, 2013) TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identi |
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| August 23, 2013 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 23, 2013 |
- DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 6, 2013 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 14 Texas Industries, Inc. (Name of Issuer) Common Stock (Title of Class and Securities) 882491103 (CUSIP Number of Class of Securities) O. Mason Hawkins Chairman of the Board and C.E.O. and Andrew R. McCarroll Vice President & General Counsel Southeastern Asset Management, |
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| July 22, 2013 |
RESTRICTED STOCK UNIT AGREEMENT Under the TEXAS INDUSTRIES, INC. 2004 OMNIBUS EQUITY COMPENSATION PLAN Pursuant to its 2004 Omnibus Equity Compensation Plan, TEXAS INDUSTRIES, INC. hereby grants to the Grantee the number of time-vested Restricted Stock Units (“RSUs”) approved by the Committee or the Board (as such terms are defined in the Plan) and described in the Grant Letter on the terms and co |
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| July 22, 2013 |
State of Incorporation or Organization EXHIBIT 21.1 Subsidiaries and Affiliates of Registrant as of May 31, 2013 State of Incorporation or Organization Brookhollow Corporation Delaware Brook Hollow Properties, Inc. Texas Brookhollow of Alexandria, Inc. Louisiana Brookhollow of Virginia, Inc. Virginia Creole Corporation Delaware California Natural Aggregates, Inc. California Riverside Cement Company(1) California Partin Limestone Produc |
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| July 22, 2013 |
EXHIBIT 95.1 This exhibit contains the information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104). The following table provides information about citations, orders and notices issued under the Federal Mine Safety and Health Act of 1977 (the "Mi |
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| July 22, 2013 |
ANNUAL INCENTIVE PLAN adopted pursuant to the Master Performance-Based Incentive Plan TEXAS INDUSTRIES, INC. ANNUAL INCENTIVE PLAN adopted pursuant to the Master Performance-Based Incentive Plan This Annual Incentive Plan is adopted by the Compensation Committee of the Board of Directors pursuant to the Texas Industries, Inc. Master Performance-Based Incentive Plan (“Master Incentive Plan”). This Annual Incentive Plan is subject to all of the terms and conditions of the Master Ince |
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| July 22, 2013 |
TEXAS INDUSTRIES, INC. MANAGEMENT DEFERRED COMPENSATION PLAN ELECTION AGREEMENT This election to defer compensation and to receive an award of Restricted Stock Units in lieu thereof, must be properly completed, signed, dated and submitted to [] no later than May 31, [20], or it will not be accepted by the Company as a valid election. |
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| July 22, 2013 |
THREE-YEAR INCENTIVE PLAN adopted pursuant to the MASTER PERFORMANCE-BASED INCENTIVE PLAN TEXAS INDUSTRIES, INC. THREE-YEAR INCENTIVE PLAN adopted pursuant to the MASTER PERFORMANCE-BASED INCENTIVE PLAN This Three-Year Incentive Plan is adopted by the Compensation Committee of the Board of Directors pursuant to the Texas Industries, Inc. Master Performance-Based Incentive Plan (“Master Incentive Plan”). This Three-Year Incentive Plan is subject to all of the terms and conditions of the |
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| July 22, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K 10-K 1 a2013053110k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commi |
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| July 22, 2013 |
PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT Under the TEXAS INDUSTRIES, INC. 2004 OMNIBUS EQUITY COMPENSATION PLAN Pursuant to its 2004 Omnibus Equity Compensation Plan, TEXAS INDUSTRIES, INC. hereby grants to the Grantee the number of Performance Restricted Stock Units (“Performance RSUs”) approved by the Committee or the Board (as such terms are defined in the Plan) and described in the Grant Le |
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| July 22, 2013 |
POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints MEL G. BREKHUS, KENNETH R. ALLEN and T. LESLEY VINES, and each of them, with full power of substitution as the undersigned's attorney or attorney-in-fact, to sign for each of them and in each of their names, as members of the Board of Directors, an Annual Report on Form 10-K for the year ended May 31, 2013, and any and all a |
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| July 22, 2013 |
EXHIBIT 12.1 COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES TEXAS INDUSTRIES, INC. AND SUBSIBIARIES In Thousands except ratios 2013 2012 2011 2010 2009 Earnings Income (loss) from continuing operations before income taxes and changes in accounting principles $ (24,260 ) $ 287 $ (113,349 ) $ (71,130 ) $ (44,973 ) Fixed charges 73,905 72,724 70,770 57,544 54,040 Amortization of capitalized inter |
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| July 11, 2013 |
TXI Reports Fourth Quarter and Year-End Results EXHIBIT 99.1 TXI Reports Fourth Quarter and Year-End Results DALLAS, July 10, 2013 (GLOBE NEWSWIRE) - Texas Industries, Inc. (NYSE:TXI) today reported financial results for the quarter and year ended May 31, 2013. Net income for the quarter was $44.1 million or $1.52 per share. Net income included income net of tax from discontinued operations of $28.5 million or $.98 per share. Net income from di |
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| July 11, 2013 |
8-K 1 f8k071013.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (July 10, 2013) TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation) (Commission File Numb |
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| June 19, 2013 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 18, 2013 TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation) (Commission File N |
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| June 19, 2013 |
Texas Industries Names Mr. Tom Ransdell as Its Chairman of the Board EXHIBIT 99.1 Texas Industries Names Mr. Tom Ransdell as Its Chairman of the Board DALLAS, June 18, 2013 (GLOBE NEWSWIRE) - Texas Industries, Inc. (NYSE:TXI) announced today that its Board of Directors has named Mr. Tom Ransdell as its Chairman of the Board effective June 18, 2013. Mr. Ransdell has been an independent director of TXI since 2005, and has many years of experience in the construction |
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| June 12, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2013 TEXAS INDUSTRIES, INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 1-4887 (Commission |
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| April 24, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2013 TEXAS INDUSTRIES, INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 1-4887 (Commission |
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| April 24, 2013 |
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Agreement, executed on April 22, 2013 to become effective on June 1, 2013 (the “effective date”), by and between TEXAS INDUSTRIES, INC., a Delaware corporation (hereinafter referred to as the “Company”), and MEL G. BREKHUS (hereinafter referred to as the “Employee”). WITNESSETH: WHEREAS, Employee is the President and Chief Executive Officer of the Company and |
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| March 28, 2013 |
AMENDMENT NO. 3 AND RESTATEMENT OF SAR AGREEMENT FOR EMPLOYEE DIRECTORS AND ASSUMPTION UNDER TEXAS INDUSTRIES, INC. 2004 OMNIBUS EQUITY COMPENSATION PLAN This Amendment No. 3 and Restatement, dated January 4, 2013 (this “Agreement”), amends the SAR Agreement For Employee Directors Under Texas Industries, Inc. 2003 Share Appreciation Rights Plan, dated June 1, 2004 (as amended by Amendment No. 1 an |
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| March 28, 2013 |
EXHIBIT 95.1 This exhibit contains the information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104). The following table provides information about citations, orders and notices issued under the Federal Mine Safety and Health Act of 1977 (the "Mi |
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| March 28, 2013 |
EXHIBIT 15.1 March 28, 2013 Board of Directors Texas Industries, Inc. We are aware of the incorporation by reference in the Post-Effective Amendment Number 9 to Registration Statement Number 2-48986 on Form S-8, Registration Statement Number 33-53715 on Form S-8, Registration Statement Number 333-11604 on Form S-8 (as amended), Registration Statement Number 333-121860 on Form S-8, Registration Sta |
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| March 28, 2013 |
EXHIBIT 12.1 COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES TEXAS INDUSTRIES, INC. AND SUBSIBIARIES Nine Months ended February 28, February 29, Year Ended May 31, In Thousands except ratios 2013 2012 2012 2011 2010 2009 2008 Earnings Income (loss) from continuing operations before income taxes and changes in accounting principles $(28,249) $(57,780) $285 $(113,348) $(71,131) $(44,973) $111,047 |
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| March 28, 2013 |
TEXAS INDUSTRIES, INC. MANAGEMENT DEFERRED COMPENSATION PLAN ELECTION AGREEMENT TEXAS INDUSTRIES, INC. MANAGEMENT DEFERRED COMPENSATION PLAN ELECTION AGREEMENT This Election Agreement (this ?Election Agreement?) is entered into between the undersigned participant (?Participant?) and TEXAS INDUSTRIES, INC. (the ?Company?), on the date of Participant's signature shown below, pursuant to the Texas Industries, Inc. Management Deferred Compensation Plan (the ?Plan?). The attached |
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| March 28, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| March 28, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (March 27, 2013) TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identif |
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| March 28, 2013 |
081004 000043 Active 5265854.7 RESTRICTED STOCK UNIT AGREEMENT Under the TEXAS INDUSTRIES, INC. 2004 OMNIBUS EQUITY COMPENSATION PLAN Pursuant to its 2004 Omnibus Equity Compensation Plan, TEXAS INDUSTRIES, INC. hereby grants to the Grantee the number of Restricted Stock Units approved by the Committee or the Board (as such terms are defined in the Plan) on the terms and conditions hereinafter set |
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| March 28, 2013 |
TXI Reports Third Quarter Results EXHIBIT 99.1 TXI Reports Third Quarter Results DALLAS, March 27, 2013 (GLOBE NEWSWIRE) - Texas Industries, Inc. (NYSE:TXI) today reported financial results for the quarter ended February 28, 2013. Results for the quarter were a net loss of $5.8 million or $.21 per share. Results for the quarter ended February 28, 2012 were a net loss of $24.3 million or $.87 per share. General Comments "Constructi |
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| March 26, 2013 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2013 TEXAS INDUSTRIES, INC. (Exact name of Registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation or organization) |
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| March 26, 2013 |
EXHIBIT 99.1 Texas Industries, Inc. Finalizes Exchange of Its Expanded Shale and Clay Aggregates Business for East Texas Ready-Mix Concrete Business DALLAS, March 25, 2013 (GLOBE NEWSWIRE) - Texas Industries, Inc. (NYSE:TXI) announced today that on March 22, 2013, its subsidiaries finalized the exchange of its expanded shale and clay aggregates manufacturing business for the ready-mix concrete and |
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| March 26, 2013 |
TEXAS INDUSTRIES, INC. AND SUBSIDIARIES Exhibit 99.2 Texas Industries Inc. & Subsidiaries Notes to Unaudited Pro Forma Condensed Combined Financial Information Note 1 – Basis of Pro Forma Presentation The following unaudited pro forma condensed combined financial information adjusts the historical consolidated financial statements of Texas Industries Inc. & Subsidiaries (“Texas Industries”) for the disposal of its expanded shale and cla |
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| March 5, 2013 |
8-K 1 f8k030513.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Earliest Event Reported (March 5, 2013) TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation) (Com |
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| March 5, 2013 |
EX-99.1 2 exh991.htm EXHIBIT 99.1 Exhibit 99.1 |
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| February 11, 2013 |
TXI / Texas Industries Inc / BlackRock Inc. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 3) TEXAS INDUSTRIES INC. - (Name of Issuer) Common Stock - (Title of Class of Securities) 882491103 - (CUSIP Number) December 31, 2012 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| January 23, 2013 |
TXI / Texas Industries Inc / EAGLE ASSET MANAGEMENT INC Passive Investment January 23, 2013 Securities and Exchange Commission 450 Fifth Street NW Washington, DC 20549 RE: Schedule 13G Texas Industries, Inc. |
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| January 11, 2013 |
- POST-EFFECTIVE AMENDMENT #1 TO FORM S-8 POST-EFFECTIVE AMENDMENT #1 TO FORM S-8 As filed with the Securities and Exchange Commission on January 11, 2013 Registration No. |
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| January 10, 2013 |
Exhibit 15.1 January 9, 2013 Board of Directors Texas Industries, Inc. We are aware of the incorporation by reference in the Registration Statement (Form S-8) pertaining to the registration of 2,500,000 shares of common stock of Texas Industries, Inc. pursuant to the provisions of the Texas Industries, Inc. 2004 Omnibus Equity Compensation Plan, of our reports dated September 28, 2012 and January |
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| January 10, 2013 |
TXI Reports Second Quarter Results EX-99.1 2 exh991.htm EXHIBIT 99.1 EXHIBIT 99.1 TXI Reports Second Quarter Results DALLAS, Jan. 9, 2013 (GLOBE NEWSWIRE) - Texas Industries, Inc. (NYSE:TXI) today reported financial results for the quarter ended November 30, 2012. Results for the quarter were a net loss of $11.1 million or $.40 per share. The results for the period included an after tax charge for variable stock based compensation |
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| January 10, 2013 |
Form S-8 As filed with the Securities and Exchange Commission on January 10, 2013 Registration No. |
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| January 10, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Earliest Event Reported (January 9, 2013) TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S |
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| January 9, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| January 9, 2013 |
EXHIBIT 12.1 COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES TEXAS INDUSTRIES, INC. AND SUBSIBIARIES Six Months ended November 30, Year Ended May 31, In Thousands except ratios 2012 2011 2012 2011 2010 2009 2008 Earnings Income (loss) from continuing operations before income taxes and changes in accounting principles $(18,380) $(31,456) $285 $(113,348) $(71,131) $(44,973) $111,047 Fixed charges |
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| January 9, 2013 |
EXHIBIT 15.1 January 9, 2012 Board of Directors Texas Industries, Inc. We are aware of the incorporation by reference in the Post-Effective Amendment Number 9 to Registration Statement Number 2-48986 on Form S-8, Registration Statement Number 33-53715 on Form S-8, Registration Statement Number 333-11604 on Form S-8 (as amended), Registration Statement Number 333-121860 on Form S-8 and in the relat |
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| January 9, 2013 |
EXHIBIT 95.1 This exhibit contains the information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104). The following table provides information about citations, orders and notices issued under the Federal Mine Safety and Health Act of 1977 (the "Mi |
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| January 9, 2013 |
TEXAS INDUSTRIES, INC. MANAGEMENT DEFERRED COMPENSATION PLAN ELECTION AGREEMENT TEXAS INDUSTRIES, INC. MANAGEMENT DEFERRED COMPENSATION PLAN ELECTION AGREEMENT This Election Agreement (this “Election Agreement”) is entered into between the undersigned participant (“Participant”) and TEXAS INDUSTRIES, INC. (the “Company”), on the date of Participant's signature shown below, pursuant to the Texas Industries, Inc. Management Deferred Compensation Plan (the “Plan”). The attached |
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| January 9, 2013 |
081004 000043 Active 5265854.7 RESTRICTED STOCK UNIT AGREEMENT Under the TEXAS INDUSTRIES, INC. 2004 OMNIBUS EQUITY COMPENSATION PLAN Pursuant to its 2004 Omnibus Equity Compensation Plan, TEXAS INDUSTRIES, INC. hereby grants to the Grantee the number of Restricted Stock Units approved by the Committee or the Board (as such terms are defined in the Plan) on the terms and conditions hereinafter set |
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| January 9, 2013 |
AMENDMENT NO. 3 AND RESTATEMENT OF SAR AGREEMENT FOR EMPLOYEE DIRECTORS AND ASSUMPTION UNDER TEXAS INDUSTRIES, INC. 2004 OMNIBUS EQUITY COMPENSATION PLAN This Amendment No. 3 and Restatement, dated January 4, 2013 (this “Agreement”), amends the SAR Agreement For Employee Directors Under Texas Industries, Inc. 2003 Share Appreciation Rights Plan, dated June 1, 2004 (as amended by Amendment No. 1 an |
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| December 20, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-4631 DIVISION OF CORPORATION FINANCE December 20, 2012 Via E-mail Mr. Kenneth R. Allen Chief Financial Officer Texas Industries Inc. 1341 West Mockingbird Lane, Suite 700W Dallas, TX 75247-6913 Re: Texas Industries Inc. Definitive Proxy Statement on Form 14A Filed August 24, 2012 File No. 1-04887 Dear Mr. Allen: We have comple |
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| December 4, 2012 |
EX-99 2 newsrelease.htm PRESS RELEASE EXHIBIT 99.1 Texas Industries, Inc. Announces Agreement to Exchange Its Expanded Shale and Clay Aggregates Business for East Texas Ready-Mix Concrete Business DALLAS, Dec. 4, 2012 (GLOBE NEWSWIRE) - Texas Industries, Inc. (NYSE:TXI) announced today that its subsidiaries have entered into agreements to exchange its expanded shale and clay aggregates manufacturi |
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| December 4, 2012 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 4, 2012 TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 29, 2012 |
Correspondence Letter 1341 W. Mockingbird Lane • Dallas, Texas 75247 • 972-647-6700 • www.txi.com November 29, 2012 Mr. W. John Cash Branch Chief Division of Corporation Finance U.S. Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549-4631 Re: Texas Industries, Inc. Definitive Proxy Statement on Form 14A Filed August 24, 2012 File No. 1-04887 Dear Mr. Cash: We have the |
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| November 20, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-4631 DIVISION OF CORPORATION FINANCE November 20, 2012 Via E-mail Mr. Kenneth R. Allen Chief Financial Officer Texas Industries Inc. 1341 West Mockingbird Lane, Suite 700W Dallas, TX 75247-6913 Re: Texas Industries Inc. Definitive Proxy Statement on Form 14A Filed August 24, 2012 File No. 1-04887 Dear Mr. Allen: We have review |
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| October 12, 2012 |
Submission of Matters to a Vote of Security Holders 8-K 1 f8k101212.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2012 TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of |
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| September 28, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number |
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| September 28, 2012 |
EXHIBIT 15.1 September 28, 2012 Board of Directors Texas Industries, Inc. We are aware of the incorporation by reference in the Post-Effective Amendment Number 9 to Registration Statement Number 2-48986 on Form S-8, Registration Statement Number 33-53715 on Form S-8, Registration Statement Number 333-11604 on Form S-8 (as amended), Registration Statement Number 333-121860 on Form S-8 and in the re |
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| September 28, 2012 |
Computation of Ratios of Earnings to Fixed Charges EXHIBIT 12.1 COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES TEXAS INDUSTRIES, INC. AND SUBSIBIARIES Three Months ended August 31, Year Ended May 31, In thousands except ratios 2012 2011 2012 2011 2010 2009 2008 Earnings Income (loss) from continuing operations before income taxes and changes in accounting principles $ (2,513 ) $ (7,567 ) $ 8,4 |
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| September 28, 2012 |
Mine Safety Disclosure EXHIBIT 95.1 This exhibit contains the information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104). The following table provides information about citations, orders and notices issued under the Federal Mine Safety and Heal |
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| September 27, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Earliest Event Reported (September 26, 2012) TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| September 27, 2012 |
TXI Reports First Quarter Results EXHIBIT 99.1 TXI Reports First Quarter Results DALLAS, Sept. 26, 2012 (GLOBE NEWSWIRE) - Texas Industries, Inc. (NYSE:TXI) today reported financial results for the quarter ended August 31, 2012. Results for the quarter were a net loss of $2.7 million or $.09 per share. Results for the quarter ended August 31, 2011 were a loss of $7.4 million or $.27 per share. General Comments "Though not back to |
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| September 11, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Earliest Event Reported (September 11, 2012) TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| September 11, 2012 |
EXHIBIT 99.1 |
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| August 24, 2012 |
- DEFINITIVE ADDITIONAL MATERIALS DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 24, 2012 |
- DEFINITIVE NOTICE & PROXY STATEMENT DEFINITIVE NOTICE & PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 9, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No.1 Form 10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 17, 2012 |
Exhibit 10.10 TEXAS INDUSTRIES, INC. ANNUAL INCENTIVE PLAN adopted pursuant to the Master Performance-Based Incentive Plan This Annual Incentive Plan is adopted by the Compensation Committee of the Board of Directors pursuant to the Texas Industries, Inc. Master Performance-Based Incentive Plan (“Master Incentive Plan”). This Annual Incentive Plan is subject to all of the terms and conditions of t |
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| July 17, 2012 |
Exhibit 10.13 TEXAS INDUSTRIES, INC. THREE-YEAR INCENTIVE PLAN adopted pursuant to the MASTER PERFORMANCE-BASED INCENTIVE PLAN This Three-Year Incentive Plan is adopted by the Compensation Committee of the Board of Directors pursuant to the Texas Industries, Inc. Master Performance-Based Incentive Plan (?Master Incentive Plan?). This Three-Year Incentive Plan is subject to all of the terms and con |
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| July 17, 2012 |
EXHIBIT 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints MEL G. BREKHUS, KENNETH R. ALLEN and T. LESLEY VINES, and each of them, with full power of substitution as the undersigned’s attorney or attorney-in-fact, to sign for each of them and in each of their names, as members of the Board of Directors, an Annual Report on Form 10-K for the year ended May 31, 2012, and |
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| July 17, 2012 |
Subsidiaries and Affiliates of Registrant as of May 31, 2012 EXHIBIT 21.1 Subsidiaries and Affiliates of Registrant as of May 31, 2012 State of Incorporation or Organization Brookhollow Corporation Delaware Brook Hollow Properties, Inc. Texas Brookhollow of Alexandria, Inc. Louisiana Brookhollow of Virginia, Inc. Virginia Creole Corporation Delaware Pacific Custom Materials, Inc. California Riverside Cement Company(1) California Partin Limestone Products, I |
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| July 17, 2012 |
EXHIBIT 95.1 This exhibit contains the information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104). The following table provides information about citations, orders and notices issued under the Federal Mine Safety and Health Act of 1977 (the ?Mi |
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| July 17, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 17, 2012 |
Computation of Ratios of Earnings to Fixed Charges EXHIBIT 12.1 COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES TEXAS INDUSTRIES, INC. AND SUBSIDIARIES In thousands except ratios 2012 2011 2010 2009 2008 Earnings Income (loss) from continuing operations before income taxes and changes in accounting principles $ 8,472 $ (106,807 ) $ (61,991 ) $ (30,421 ) $ 127,359 Fixed charges 72,866 70,937 57, |
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| July 12, 2012 |
TXI Appoints Three Additional Directors EX-99 2 newsrelease.htm PRESS RELEASE EXHIBIT 99.1 TXI Appoints Three Additional Directors DALLAS, July 11, 2012 (GLOBE NEWSWIRE) - Texas Industries, Inc. (NYSE:TXI) announced the addition of Sean Foley, Bernard Lanigan and Tom Ryan to its Board of Directors. "We are delighted to have found directors of the quality and experience of Sean, Bernie, and Tom to join TXI," stated Bob Rogers, Chairman o |
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| July 12, 2012 |
TXI Reports Fourth Quarter and Year End Results EXHIBIT 99.1 TXI Reports Fourth Quarter and Year End Results DALLAS, July 11, 2012 (GLOBE NEWSWIRE) - Texas Industries, Inc. (NYSE:TXI) today reported financial results for the quarter and year ended May 31, 2012. Net income for the quarter was $60.2 million or $2.15 per share and included pre-tax gains of $60.1 million from asset sales and a joint venture agreement. Net loss for the quarter ended |
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| July 12, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 11, 2012 TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation) (Commission File N |
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| July 12, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 11, 2012 TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation) (Commission File N |
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| April 23, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K FILING DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 20, 2012 TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation) (Commission File |
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| April 23, 2012 |
TXI Sells Missouri City Aggregate Terminal EXHIBIT 99.1 TXI Sells Missouri City Aggregate Terminal DALLAS, April 23, 2012 (GLOBE NEWSWIRE) - Texas Industries, Inc. (NYSE:TXI) a leading cement, aggregate and concrete manufacturer, announced the sale of its aggregate rail distribution terminal and associated assets located in Stafford, Texas to Lex Missouri City, LP, effective April 20, 2012. The transaction included the sale of approximatel |
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| April 17, 2012 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 16, 2012 TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation) (Commission File |
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| April 17, 2012 |
TXI Sells Package Products Operations EX-99 2 newsrelease.htm PRESS RELEASE EXHIBIT 99.1 TXI Sells Package Products Operations DALLAS, April 17, 2012 (GLOBE NEWSWIRE) - Texas Industries, Inc. (NYSE:TXI) a leading cement, aggregate and concrete manufacturer, today announced the sale of its Texas based packaged products operations to Charlotte, NC-based Bonsal American, a unit of Oldcastle, Inc. The transaction included five production |
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| April 12, 2012 |
TXI / Texas Industries Inc / Sawiris Nassef - AMENDMENT TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Texas Industries, Inc. (Name of Issuer) Common Stock, par value $1.00 (Title of Class of Securities) 882491103 (CUSIP Number) NNS Holding 89 Nexus Way Camana Bay, Grand Cayman Cayman Islands +202 2461 1103 With a copy to: Minh Van Ngo Cravath, Swaine & Moore LLP Worldwid |
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| April 12, 2012 |
EXHIBIT 1 AGREEMENT OF JOINT FILING The undersigned hereby agree that the attached Schedule 13D/A, together with any and all amendments thereto, is filed on behalf of each of us, pursuant to Rule 13d-1 of the General Rules and Regulations of the Securities and Exchange Commission. |
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| March 30, 2012 |
Computation of Ratios of Earnings to Fixed Charges EXHIBIT 12.1 COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES TEXAS INDUSTRIES, INC. AND SUBSIBIARIES Nine Months ended February 29, February 28, Year Ended May 31, In thousands except ratios 2012 2011 2011 2010 2009 2008 2007 Earnings Income (loss) from continuing operations before income taxes and changes in accounting principles $ (54,045 ) $ |
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| March 30, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 30, 2012 |
Mine Safety Disclosure Exhibit EXHIBIT 95.1 This exhibit contains the information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104). The following table provides information about citations, orders and notices issued under the Federal Mine Safety |
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| March 30, 2012 |
Letter re unaudited Interim Financial Information EXHIBIT 15.1 March 30, 2012 Board of Directors Texas Industries, Inc. We are aware of the incorporation by reference in the Post-Effective Amendment Number 9 to Registration Statement Number 2-48986 on Form S-8, Registration Statement Number 33-53715 on Form S-8, Registration Statement Number 333-11604 on Form S-8 (as amended), Registration Stateme |
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| March 29, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (March 28, 2012) TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identif |
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| March 29, 2012 |
TXI Reports Third Quarter Results EX-99.1 2 exh991.htm EXHIBIT 99.1 EXHIBIT 99.1 TXI Reports Third Quarter Results DALLAS, March 28, 2012 (GLOBE NEWSWIRE) - Texas Industries, Inc. (NYSE:TXI) today reported financial results for the quarter ended February 29, 2012. Results for the quarter were a net loss of $24.3 million or $.87 per share. The reduction of the tax rate, compared to a year ago, increased the loss by $.34 per share. |
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| February 13, 2012 |
TXI / Texas Industries Inc / BlackRock Inc. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 2) TEXAS INDUSTRIES INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 882491103 - (CUSIP Number) December 30, 2011 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| February 7, 2012 |
TXI / Texas Industries Inc / KEELEY ASSET MANAGEMENT CORP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Texas Industries, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 882491103 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| January 6, 2012 |
Computation of Ratios of Earnings to Fixed Charges EXHIBIT 12.1 COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES TEXAS INDUSTRIES, INC. AND SUBSIDIARIES Six Months ended November 30, Year Ended May 31, In thousands except ratios 2011 2010 2011 2010 2009 2008 2007 Earnings Income (loss) from continuing operations before income taxes and changes in accounting principles $ (29,225 ) $ (57,606 ) $ ( |
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| January 6, 2012 |
Total # of citations issued for S&S violations under Mine Act §104 EX-99.1 8 d267041dex991.htm MINE SAFETY DISCLOSURE EXHIBIT EXHIBIT 99.1 This exhibit contains the information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The following table provides information about citations, orders and notices issued under the Federal Mine Safety and Health Act of 19 |
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| January 6, 2012 |
Letter re unaudited Interim Financial Information EXHIBIT 15.1 January 6, 2012 Board of Directors Texas Industries, Inc. We are aware of the incorporation by reference in the Post-Effective Amendment Number 9 to Registration Statement Number 2-48986 on Form S-8, Registration Statement Number 33-53715 on Form S-8, Registration Statement Number 333-11604 on Form S-8 (as amended), Registration Statem |
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| January 6, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 5, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (January 4, 2012) TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identi |
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| January 5, 2012 |
TXI Reports Second Quarter Results EXHIBIT 99.1 TXI Reports Second Quarter Results DALLAS, Jan. 4, 2012 (GLOBE NEWSWIRE) - Texas Industries, Inc. (NYSE:TXI) today reported financial results for the quarter ended November 30, 2011. Results for the quarter were a net loss of $21.0 million or $.75 per share and included a one-time, pre-tax charge of $3.2 million ($.11 per share after-tax) relating to the Company's cost cutting and eff |
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| December 22, 2011 |
JOINT FILER INFORMATION Name: NNS Holding Address: c/o M&C Corporate Services, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands Designated Filer: NNS Holding Issuer & Ticker Symbol: Texas Industries, Inc. |
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| December 20, 2011 |
Exhibit 99.1 JOINT FILER INFORMATION Name: NNS Holding Address: c/o M&C Corporate Services, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands Designated Filer: NNS Holding Issuer & Ticker Symbol: Texas Industries, Inc. [TXI] Date of Event Requiring Statement: December 16, 2011 Name: Mr. Nassef Sawiris Address: c/o M&C Corporate Services, PO Box 309GT, Uglan |
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| December 20, 2011 |
EXHIBIT 1 AGREEMENT OF JOINT FILING The undersigned hereby agree that the attached Schedule 13D/A, together with any and all amendments thereto, is filed on behalf of each of us, pursuant to Rule 13d-1 of the General Rules and Regulations of the Securities and Exchange Commission. |
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| December 20, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Texas Industries, Inc. (Name of Issuer) Common Stock, par value $1.00 (Title of Class of Securities) 882491103 (CUSIP Number) NNS Holding c/o M&C Corporate Services PO Box 309GT Ugland House South Church Street George Town, Grand Cayman Cayman Islands +202 2461 1103 With |
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| December 15, 2011 |
Exhibit 99.1 JOINT FILER INFORMATION Name: NNS Holding Address: c/o M&C Corporate Services, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands Designated Filer: NNS Holding Issuer & Ticker Symbol: Texas Industries, Inc. [TXI] Date of Event Requiring Statement: December 13, 2011 Name: Mr. Nassef Sawiris Address: c/o M&C Corporate Services, PO Box 309GT, Uglan |
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| December 12, 2011 |
JOINT FILER INFORMATION Name: NNS Holding Address: c/o M&C Corporate Services, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands Designated Filer: NNS Holding Issuer & Ticker Symbol: Texas Industries, Inc. |
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| December 8, 2011 |
JOINT FILER INFORMATION Name: NNS Holding Address: c/o M&C Corporate Services, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands Designated Filer: NNS Holding Issuer & Ticker Symbol: Texas Industries, Inc. |
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| December 5, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Texas Industries, Inc. (Name of Issuer) Common Stock, par value $1.00 (Title of Class of Securities) 882491103 (CUSIP Number) NNS Holding c/o M&C Corporate Services PO Box 309GT Ugland House South Church Street George Town, Grand Cayman Cayman Islands +202 2461 1103 With |
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| December 5, 2011 |
Exhibit 1 AGREEMENT OF JOINT FILING The undersigned hereby agree that the attached Schedule 13D/A, together with any and all amendments thereto, is filed on behalf of each of us, pursuant to Rule 13d-1 of the General Rules and Regulations of the Securities and Exchange Commission. |
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| December 2, 2011 |
JOINT FILER INFORMATION Name: NNS Holding Address: c/o M&C Corporate Services, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands Designated Filer: NNS Holding Issuer & Ticker Symbol: Texas Industries, Inc. |
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| December 1, 2011 |
EXHIBIT 99.1 |
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| December 1, 2011 |
Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2011 TEXAS INDUSTRIES, INC. (Exact name of Registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation or organizatio |
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| December 1, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (December 1, 2011) TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Ident |
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| November 28, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 13 Texas Industries, Inc. (Name of Issuer) Common Stock (Title of Class and Securities) 882491103 (CUSIP Number of Class of Securities) O. Mason Hawkins Chairman of the Board and C.E.O. and Andrew R. McCarroll Vice President & General Counsel Southeastern Asset Management, |
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| October 13, 2011 |
TXI Quarterly Dividend Suspended EXHIBIT 99.1 TXI Quarterly Dividend Suspended DALLAS, Oct. 12, 2011 (GLOBE NEWSWIRE) - In view of continued uncertainty regarding the timing of a recovery in the construction industry, the Board of Directors of Texas Industries, Inc. (NYSE:TXI) today announced the suspension of its quarterly cash dividend, effective immediately. TXI is the largest producer of cement in Texas and a major cement pro |
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| October 13, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 12, 2011 TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation) (Commission Fil |
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| September 30, 2011 |
Computation of Ratios of Earnings to Fixed Charges EXHIBIT 12.1 COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES TEXAS INDUSTRIES, INC. AND SUBSIBIARIES Three Months ended August 31, Year Ended May 31, In thousands except ratios 2011 2010 2011 2010 2009 2008 2007 Earnings Income (loss) from continuing operations before income taxes and changes in accounting principles $ (7,567 ) $ (38,560 ) $ (1 |
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| September 30, 2011 |
Total # of unwarrantable failure citations and orders issued under Mine Act §104(d) EXHIBIT 99.1 This exhibit contains the information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The following table provides information about citations, orders and notices issued under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) by the federal Mine Safety and Health A |
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| September 30, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2011 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-4887 TEXAS I |
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| September 30, 2011 |
Letter re unaudited Interim Financial Information EXHIBIT 15.1 September 30, 2011 Board of Directors Texas Industries, Inc. We are aware of the incorporation by reference in the Post-Effective Amendment Number 9 to Registration Statement Number 2-48986 on Form S-8, Registration Statement Number 33-53715 on Form S-8, Registration Statement Number 333-11604 on Form S-8 (as amended), Registration Sta |
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| September 29, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (September 28, 2011) TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Ide |
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| September 29, 2011 |
TXI Reports First Quarter Results Exhibit 99.1 TXI Reports First Quarter Results DALLAS, Sept. 28, 2011 (GLOBE NEWSWIRE) - Texas Industries, Inc. (NYSE:TXI) today reported financial results for the quarter ended August 31, 2011. Results for the quarter were a net loss of $7.4 million or $.27 per share. Results for the quarter ended August 31, 2010 were a loss of $23.7 million or $.85 per share and included an after-tax charge of $ |
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| September 13, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2011 TEXAS INDUSTRIES, INC. (Exact name of Registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation or organization) ( |
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| August 31, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2011 TEXAS INDUSTRIES, INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 4887 (Commission |
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| August 31, 2011 |
EXHIBIT 10.1 EXECUTION VERSION THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 25, 2011 among TEXAS INDUSTRIES, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Lead Collateral Agent, Swing Line Lender and a L/C Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as a L/C Issuer, WELLS FARGO CAPITAL FINANCE, LLC, as a Co-Collateral Agent, GENERAL ELECTRIC CAPITAL C |
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| August 31, 2011 |
FIRST AMENDMENT TO AMENDED AND RESTATED SECURITY AGREEMENT Exhibit 10.2 FIRST AMENDMENT TO AMENDED AND RESTATED SECURITY AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED SECURITY AGREEMENT (this “Amendment”), dated as of August 25, 2011, is entered into by and among each of the parties signatory hereto as Grantors (including any permitted successors and assigns, collectively, the “Grantors” and each a “Grantor”), and Bank of America, N.A., as Admini |
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| August 26, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x 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 14 |
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| August 26, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x 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 Defin |
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| August 3, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 12 Texas Industries, Inc. (Name of Issuer) Common Stock (Title of Class and Securities) 882491103 (CUSIP Number of Class of Securities) O. Mason Hawkins Chairman of the Board and C.E.O. and Andrew R. McCarroll Vice President & General Counsel Southeastern Asset Management, |
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| August 1, 2011 |
TXI Expands Presence in Central Texas EXHIBIT 99.1 TXI Expands Presence in Central Texas DALLAS, Aug. 1, 2011 (GLOBE NEWSWIRE) - Texas Industries (NYSE:TXI) today announced the acquisition of ready mix and aggregate operations of CEMEX USA that serve the Austin metropolitan market. The transaction was finalized on July 29. This acquisition expands TXI's operations by three ready mix concrete plants and one aggregate plant. This invest |
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| August 1, 2011 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 29, 2011 TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation) (Commission File N |
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| July 29, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 11 Texas Industries, Inc. (Name of Issuer) Common Stock (Title of Class and Securities) 882491103 (CUSIP Number of Class of Securities) O. Mason Hawkins Chairman of the Board and C.E.O. and Andrew R. McCarroll Vice President & General Counsel Southeastern Asset Management, |
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| July 21, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 10 Texas Industries, Inc. (Name of Issuer) Common Stock (Title of Class and Securities) 882491103 (CUSIP Number of Class of Securities) O. Mason Hawkins Chairman of the Board and C.E.O. and Andrew R. McCarroll Vice President & General Counsel Southeastern Asset Management, |
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| July 15, 2011 |
TXI Annual Incentive Plans-Fiscal Year 2012 Exhibit 10.15 TEXAS INDUSTRIES, INC. ANNUAL INCENTIVE PLAN adopted pursuant to the Master Performance-Based Incentive Plan This Annual Incentive Plan is adopted by the Compensation Committee of the Board of Directors pursuant to the Texas Industries, Inc. Master Performance-Based Incentive Plan (“Master Incentive Plan”). This Annual Incentive Plan is sub |
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| July 15, 2011 |
TXI Reports Fourth Quarter and Year End Results EXHIBIT 99.1 TXI Reports Fourth Quarter and Year End Results DALLAS, July 13, 2011 (GLOBE NEWSWIRE) - Texas Industries, Inc. (NYSE:TXI) today reported financial results for the quarter and year ended May 31, 2011. Net loss for the quarter was $9.1 million or $.33 per share and included, net of related charges, an after-tax gain of $6.7 million or $.24 per share from the exchange of aggregate opera |
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| July 15, 2011 |
MINE SAFETY DISCLOSURE EXHIBIT EXHIBIT 99.1 This exhibit contains information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The following table provides information about certain citations, orders and notices issued under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) by t |
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| July 15, 2011 |
Exhibit 10.18 TEXAS INDUSTRIES, INC. THREE-YEAR INCENTIVE PLAN adopted pursuant to the MASTER PERFORMANCE-BASED INCENTIVE PLAN This Three Year Incentive Plan is adopted by the Compensation Committee of the Board of Directors pursuant to the Texas Industries, Inc. Master Performance-Based Incentive Plan (?Master Incentive Plan?). This Three-Year Incentive Plan is subject to all of the terms and con |
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| July 15, 2011 |
POWER OF ATTORNEY FOR CERTAIN MEMBERS OF THE BOARD OF DIRECTORS EXHIBIT 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints MEL G. BREKHUS, KENNETH R. ALLEN and T. LESLEY VINES, and each of them, with full power of substitution as the undersigned’s attorney or attorney-in-fact, to sign for each of them and in each of their names, as members of the Board of Directors, an |
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| July 15, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (July 13, 2011) TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identifi |
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| July 15, 2011 |
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES EXHIBIT 12.1 COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES TEXAS INDUSTRIES, INC. AND SUBSIBIARIES In thousands except ratios 2011 2010 2009 2008 2007 Earnings Income (loss) from continuing operations before income taxes and changes in accounting principles $ (106,807 ) $ (61,991 ) $ (30,421 ) $ 127,359 $ 156,563 Fixed charges 70,937 57,686 5 |
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| July 15, 2011 |
Subsidiaries and Affiliates of Registrant as of May 31, 2011 SUBSIDIARIES OF THE REGISTRANT EXHIBIT 21.1 Subsidiaries and Affiliates of Registrant as of May 31, 2011 State of Incorporation or Organization Brookhollow Corporation Delaware Brook Hollow Properties, Inc. Texas Brookhollow of Alexandria, Inc. Louisiana Brookhollow of Virginia, Inc. Virginia Creole Corporation Delaware Pacific Custom Materials, Inc. California Riverside Cement Company(1) Californ |
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| July 15, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-4887 TEXAS INDUSTRIES |
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| July 13, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 9 Texas Industries, Inc. (Name of Issuer) Common Stock (Title of Class and Securities) 882491103 (CUSIP Number of Class of Securities) O. Mason Hawkins Chairman of the Board and C.E.O. and Andrew R. McCarroll Vice President & General Counsel Southeastern Asset Management, |
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| June 24, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 8 Texas Industries, Inc. (Name of Issuer) Common Stock (Title of Class and Securities) 882491103 (CUSIP Number of Class of Securities) O. Mason Hawkins Chairman of the Board and C.E.O. and Andrew R. McCarroll Vice President & General Counsel Southeastern Asset Management, |
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| June 7, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 7 Texas Industries, Inc. (Name of Issuer) Common Stock (Title of Class and Securities) 882491103 (CUSIP Number of Class of Securities) O. Mason Hawkins Chairman of the Board and C.E.O. and Andrew R. McCarroll Vice President & General Counsel Southeastern Asset Management, |
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| May 26, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 6 Texas Industries, Inc. (Name of Issuer) Common Stock (Title of Class and Securities) 882491103 (CUSIP Number of Class of Securities) O. Mason Hawkins Chairman of the Board and C.E.O. and Andrew R. McCarroll Vice President & General Counsel Southeastern Asset Management, |
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| April 29, 2011 |
TXI Announces Executive Management Reorganization EXHIBIT 99.1 TXI Announces Executive Management Reorganization DALLAS, April 28, 2011 (GLOBE NEWSWIRE) - Texas Industries, Inc. (NYSE:TXI) today announced changes to its executive management team to support the implementation of its long-term strategy. Jamie Rogers has been named Vice President and Chief Operating Officer and will report to Mel Brekhus, President and CEO. Rogers previously served |
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| April 29, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 28, 2011 TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation) (Commission File |
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| April 14, 2011 |
Texas Industries, Inc. Promotes Les Vines to Treasurer EXHIBIT 99.1 Texas Industries, Inc. Promotes Les Vines to Treasurer DALLAS, April 13, 2011 (GLOBE NEWSWIRE) - Texas Industries, Inc. (NYSE:TXI) today announced the promotion of Les Vines to Treasurer of the Company. In addition, Mr. Vines will direct TXI's Investor Relations efforts. Vines will also continue to serve as TXI's Vice President – Corporate Controller. "This new role complements Les' s |
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| April 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 13, 2011 TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-4887 75-0832210 (State or other jurisdiction of incorporation) (Commission File |