UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Name of Issuer)
Common Stock, par value $1.00
(Title of Class of Securities)
(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 a copy to:
Minh Van Ngo
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
Explanatory Note
This amendment relates to the Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on October 19, 2006, as last amended on October 21, 2010 (the “Schedule 13D”), relating to the common stock, par value $1.00 per share (“Common Stock”), of Texas Industries, Inc., a Delaware corporation (the “Issuer”).
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated in its entirety to read as follows:
Funds for the purchase of the shares were derived from available capital of NNS Holding. A total of $324,732,320 (exclusive of brokers’ commissions and other administrative costs) was paid to purchase the shares, and a total of $5,399,334 was paid to purchase the options relating to the shares, as set out further in Schedule A.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented to add the following:
On November 30, 2011, the Issuer, NNS Holding and Mr. Nassef Sawiris entered into a Termination Agreement to terminate the Standstill Agreement among the parties dated July 16, 2010 and included as an exhibit to the Schedule 13D/A filed with the SEC on July 20, 2010.
Item 5. Interest in Securities of the Issuer.
Section (a) of Item 5 is hereby amended and restated in its entirety to read as follows:
(a) The aggregate percentage of shares reported owned by the Reporting Persons is based upon 27,890,345 shares of Common Stock outstanding as of September 26, 2011, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2011, filed with the SEC on September 30, 2011. As of the close of business on December 1, 2011, the Reporting Persons beneficially owned 5,815,372 shares, constituting approximately 20.9% of the class outstanding.
Section (c) of Item 5 is hereby amended and restated in its entirety to read as follows:
(c) Schedule A annexed hereto lists all transactions in the Issuer’s Common Stock by the Reporting Persons in the period beginning sixty days prior to October 19, 2006 (the date of filing of the original Schedule 13D by the Reporting Persons). Other than the block trades effected on July 12, 13, 17 and 18, 2007, as disclosed in Schedule A, all transactions were effected in the open market or upon exercise of options.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Joint filing agreement between the Reporting Persons dated December 5, 2011.
Signature.
After reasonable inquiry and to the best of his knowledge and belief, each of the following certifies that the information set forth in this statement is true, complete and correct.
| Date: December 5, 2011 |
| | | Mr. Nassef Sawiris |
| Signature: | | /s/ Nassef Sawiris |
| |
| Date: December 5, 2011 |
| | | Mr. Philip Norman |
| Signature: | | /s/ Philip Norman |
| |
| Date: December 5, 2011 |
| By: | | Mr. Philip Le Cornu |
| Signature: | | /s/ Philip Le Cornu |
Schedule A
Transactions in the Securities by NNS Holding since August 19, 2006
| Date | | Amount Purchased | | | Price Per Share (1) | |
| Held prior to August 19, 2006 | | | 45,000 | | | $ | 50.42 | |
| September 6, 2006 | | | 31,000 | | | $ | 47.56 | |
| September 7, 2006 | | | 37,500 | | | $ | 47.54 | |
| September 8, 2006 | | | 31,500 | | | $ | 48.26 | |
| September 19, 2006 | | | 40,000 | | | $ | 49.24 | |
| September 20, 2006 | | | 60,000 | | | $ | 49.45 | |
| September 25, 2006 | | | 62,000 | | | $ | 48.92 | |
| September 26, 2006 | | | 80,000 | | | $ | 50.29 | |
| September 27, 2006 | | | 61,000 | | | $ | 50.12 | |
| September 28, 2006 | | | 23,900 | | | $ | 51.73 | |
| October 10, 2006 | | | 75,800 | | | $ | 51.75 | |
| October 11, 2006 | | | (2 | ) | | | | |
| October 12, 2006 | | | (3 | ) | | | | |
| October 13, 2006 | | | (4 | ) | | | | |
| October 16, 2006 | | | (5 | ) | | | | |
| October 17, 2006 | | | (6 | ) | | | | |
| October 18, 2006 | | | (7 | ) | | | | |
| January 17, 2007 | | | (8 | ) | | | | |
| March 1, 2007 | | | 593,400 | (9) | | $ | 52.00 | |
| April 19, 2007 | | | 524,110 | (10) | | $ | 47.70 | |
| April 19, 2007 | | | 250,000 | | | $ | 73.98 | |
| April 20, 2007 | | | 264,178 | | | $ | 76.08 | |
| May 21, 2007 | | | 524,110 | (11) | | $ | 49.51 | |
| July 12, 2007 | | | 480,515 | (12) | | $ | 84.60 | |
| July 13, 2007 | | | 104,200 | (13) | | $ | 86.93 | |
| July 13, 2007 | | | 145,000 | (14) | | $ | 87.44 | |
| July 17, 2007 | | | 303,450 | (15) | | $ | 88.76 | |
| July 17, 2007 | | | 106,956 | (16) | | $ | 89.02 | |
| July 18, 2007 | | | 230,320 | (17) | | $ | 89.89 | |
| September 17, 2008 | | | 50,000 | (18) | | $ | 46.33 | |
| July 20, 2010 | | | 411,900 | | | $ | 31.97 | |
| July 21, 2010 | | | 149,656 | | | $ | 33.54 | |
| July 22, 2010 | | | 130,000 | | | $ | 33.09 | |
| July 29, 2010 | | | 59,500 | | | $ | 33.04 | |
| July 30, 2010 | | | 33,400 | | | $ | 33.34 | |
| August 2, 2010 | | | 52,069 | | | $ | 34.14 | |
| August 3, 2010 | | | 39,700 | | | $ | 33.26 | |
| August 4, 2010 | | | 59,137 | | | $ | 33.85 | |
| Date | | Amount Purchased | | | Price Per Share (1) | |
| August 5, 2010 | | | 26,400 | | | $ | 32.16 | |
| August 6, 2010 | | | 9,300 | | | $ | 32.92 | |
| August 16, 2010 | | | 15,200 | | | $ | 31.15 | |
| August 17, 2010 | | | 4,100 | | | $ | 31.80 | |
| August 26, 2010 | | | 18,439 | | | $ | 29.55 | |
| August 27, 2010 | | | 23,900 | | | $ | 30.35 | |
| August 30, 2010 | | | 15,700 | | | $ | 30.48 | |
| August 31, 2010 | | | 19,900 | | | $ | 30.24 | |
| September 1, 2010 | | | 34,000 | | | $ | 31.24 | |
| September 2, 2010 | | | 21,400 | | | $ | 32.44 | |
| September 3, 2010 | | | 8,700 | | | $ | 33.94 | |
| October 6, 2010 | | | 6,500 | | | $ | 32.56 | |
| October 8, 2010 | | | 5,500 | | | $ | 33.14 | |
| October 11, 2010 | | | 8,500 | | | $ | 33.55 | |
| October 12, 2010 | | | 19,300 | | | $ | 34.09 | |
| October 13, 2010 | | | 12,765 | | | $ | 34.91 | |
| October 14, 2010 | | | 10,800 | | | $ | 34.66 | |
| October 15, 2010 | | | 16,300 | | | $ | 34.41 | |
| October 19, 2010 | | | 18,269 | | | $ | 33.88 | |
| October 20, 2010 | | | 14,600 | | | $ | 34.10 | |
| October 21, 2010 | | | 13,300 | | | $ | 34.11 | |
| October 22, 2010 | | | 6,100 | | | $ | 33.92 | |
| October 27, 2010 | | | 30,000 | | | $ | 33.98 | |
| March 11, 2011 | | | 16,599 | | | $ | 39.67 | |
| March 14, 2011 | | | 14,300 | | | $ | 39.44 | |
| March 15, 2011 | | | 35,401 | | | $ | 40.00 | |
| March 16, 2011 | | | 61,263 | | | $ | 41.22 | |
| November 30, 2011 | | | 65,634 | | | $ | 25.04 | |
| December 1, 2011 | | | 203,901 | | | $ | 29.74 | |
(1) Exclusive of brokers’ fees and other administrative costs.
(2) On October 11, 2006, NNS Holding sold (unwound) call options it had entered into on a date earlier than 60 days before the date of filing of the original Schedule 13D by the Reporting Persons.
(3) On October 12, 2006, NNS Holding entered into a European-style forward buy transaction (also called a European-style synthetic long or put-call pair combination), in which it purchased a call option permitting NNS Holding to call 26,200 shares at an exercise price of $52.00 per call on March 1, 2007. On the same date and with the same counterparty as the related call, NNS Holding sold a put option giving the counterparty the right to deliver 26,200 shares at an exercise price of $52.00 on March 1, 2007. This option was exercised on March 1, 2007.
(4) On October 13, 2006, NNS Holding entered into two European-style “reverse collar” option transactions.
In the first transaction, NNS Holding purchased a call option permitting NNS Holding to call 524,110 shares at an exercise price of $47.70 per call on January 19, 2007. On the same date and with the same counterparty as the related call, NNS Holding sold a put option giving the counterparty the right to deliver 524,110 shares at an exercise price of $47.45 on January 19, 2007.
In the second transaction, NNS Holding purchased a call option permitting NNS Holding to call 524,100 shares at an exercise price of $49.5126 per call on February 20, 2007. On the same date and with the same counterparty as the related call, NNS Holding sold a put option giving the counterparty the right to deliver 524,110 shares at an exercise price of $47.45 on February 20, 2007.
In addition, on October 13, 2006, NNS Holding entered into a European-style forward buy transaction, in which it purchased a call option permitting NNS Holding to call 180,400 shares at an exercise price of $52.00 per call on March 1, 2007. On the same date and with the same counterparty as the related call, NNS Holding sold a put option giving the counterparty the right to deliver 180,400 shares at an exercise price of $52.00 on March 1, 2007. This option was exercised on March 1, 2007.
(5) On October 16, 2006, NNS Holding entered into a European-style forward buy transaction, in which it purchased a call option permitting NNS Holding to call 100,600 shares at an exercise price of $52.00 per call on March 1, 2007. On the same date and with the same counterparty as the related call, NNS Holding sold a put option giving the counterparty the right to deliver 100,600 shares at an exercise price of $52.00 on March 1, 2007. This option was exercised on March 1, 2007.
(6) On October 17, 2006, NNS Holding entered into a European-style forward buy transaction, in which it purchased a call option permitting NNS Holding to call 116,200 shares at an exercise price of $52.00 per call on March 1, 2007. On the same date and with the same counterparty as the related call, NNS Holding sold a put option giving the counterparty the right to deliver 116,200 shares at an exercise price of $52.00 on March 1, 2007. This option was exercised on March 1, 2007.
(7) On October 18, 2006, NNS Holding entered into a European-style forward buy transaction, in which it purchased a call option permitting NNS Holding to call 170,000 shares at an exercise price of $52.00 per call on March 1, 2007. On the same date and with the same counterparty as the related call, NNS Holding sold a put option giving the counterparty the right to deliver 170,000 shares at an exercise price of $52.00 on March 1, 2007. This option was exercised on March 1, 2007.
(8) On January 17, 2007, NNS Holding agreed amendments to the terms of the two “reverse collar” options it entered into on October 13, 2006, referred to above in note (4), extending the exercise date and converting them to European-style forward buy transactions. These options, as amended, are described below.
NNS Holding held an option to call 524,110 shares at an exercise price of $47.70 per share on April 19, 2007, and the same counterparty held a put option giving the counterparty the right to deliver to NNS Holding 524,110 shares at an exercise price of $47.70 per share on April 19, 2007.
NNS Holding then held an option to call 524,110 shares at an exercise price of $49.51 per share on May 21, 2007, and the same counterparty then held a put option giving the counterparty the right to deliver to NNS Holding 524,110 shares at an exercise price of $49.51 per share on May 21, 2007.
(9) On March 1, 2007, NNS Holding’s options maturing on March 1, 2007, relating to 593,400 shares (as referred to in notes 4-7 above) were exercised at an exercise price of $52.00.
(10) On April 19, 2007, NNS Holding’s option maturing on April 19, 2007, relating to 524,110 shares (as referred to in note 8 above) was exercised at an exercise price of $47.70.
(11) On May 21, 2007, NNS Holding’s option maturing on May 21, 2007 relating to 524,110 shares (as referred to in note 8 above) was exercised at an exercise price of $49.51.
(12) On July 12, 2007, NNS Holding effected a block trade in 480,515 shares through a broker dealer and purchased the shares at $84.60 per share.
(13) On July 13, 2007, NNS Holding effected a block trade in 104,200 shares through a broker dealer and purchased the shares at $86.93 per share.
(14) On July 13, 2007, NNS Holding effected a block trade in 145,000 shares through a broker dealer and purchased the shares at $87.44 per share.
(15) On July 17, 2007, NNS Holding effected a block trade in 303,450 shares through a broker dealer and purchased the shares at $88.76 per share.
(16) On July 17, 2007, NNS Holding effected a block trade in 106,956 shares through a broker dealer and purchased the shares at $89.02 per share.
(17) On July 18, 2007, NNS Holding effected a block trade in 230,320 shares through a broker dealer and purchased the shares at $89.89 per share.
(18) On September 17, 2008, NNS Holding effected a block trade in 50,000 shares through a broker-dealer and purchased the shares at $46.33 per share.
Transactions in the Securities by Mr. Sawiris in his Individual Capacity since August 19, 2006
None
Transactions in the Securities by Mr. Norman in his Individual Capacity since August 19, 2006
None
Transactions in the Securities by Mr. Le Cornu in his Individual Capacity since August 19, 2006
None
