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 7, 2008
TEXAS INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware | 1-4887 | 75-0832210 |
| (State or other jurisdiction of | (Commission | (I.R.S. Employer |
| incorporation or organization) | File Number) | Identification No.) |
1341 West Mockingbird Lane | | |
Dallas, Texas | | 75247 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s Telephone Number, including area code: (972) 647-6700
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
(a) On August 7, 2008, Texas Industries, Inc. (the “Company”) and the Company’s subsidiaries (the “Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with Banc of America Securities LLC, UBS Securities LLC, Wachovia Capital Markets, LLC, Wells Fargo Securities, LLC, Comerica Securities, Inc. and SunTrust Robinson Humphrey, Inc. (the “Initial Purchasers”) in which the Company agreed to issue and sell $300,000,000 aggregate principal amount of the Company’s 7¼% Senior Notes due 2013 (the “Notes”) to the Initial Purchasers at a purchase price of 92.35% of the principal amount of the Notes. The Notes are being issued pursuant to an existing indenture dated July 6, 2005 among the Company, the Guarantors and Wells Fargo Bank National Association, as trustee. The Guarantors agreed to jointly and severally guarantee payment of the Notes. Closing of the sale of the Notes is subject to customary conditions, and is expected to occur on August 18, 2008. In the Purchase Agreement, the Company and the Guarantors made customary representations and warranties and agreed to indemnify the Initial Purchasers against various liabilities including certain liabilities with respect to the Company’s offering memorandum relating to the Notes, or to contribute to payments the Initial Purchasers may be required to make in respect of those liabilities. The Purchase Agreement is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| | 10.1 | Purchase Agreement, dated August 7, 2008, among the Company, the Guarantors and the Initial Purchasers. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Texas Industries, Inc. |
| | |
| By: | /s/ Frederick G. Anderson |
| | Frederick G. Anderson |
| | Vice President and General Counsel |
EXHIBIT INDEX
| | |
| Number | | Description |
| | | |
| 10.1 | | Purchase Agreement, dated August 7, 2008, among the Company, the Guarantors and the Initial Purchasers. |
