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 15, 2005
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) | | (Commission
File Number) | | (I.R.S. Employer
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.):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On July 29, 2005, Texas Industries, Inc. (the “Company”) completed the spin-off of its steel operations by distributing all of the outstanding common stock of Chaparral Steel Company (“Chaparral”) to the Company’s stockholders in a pro-rata tax-free dividend of one share of Chaparral common stock for each outstanding share of Company common stock held of record on July 20, 2005.
As a result of the spin-off of Chaparral, the consolidated balance sheets of the Company as of May 31, 2005 and 2004, the related consolidated statements of operations and cash flows for the years ended May 31, 2005, 2004, and 2003, and the related notes thereto have been reclassified to present the steel operations as a discontinued operation. Such reclassified financial statements and related notes are attached as Exhibit 99.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| | |
| |
| 23.1 | | Consent of Independent Registered Public Accounting Firm. |
| |
| 99.1 | | Consolidated Financial Statements of Texas Industries, Inc. and Subsidiaries. |
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 |
Date: November 15, 2005
EXHIBIT INDEX
| | |
Exhibit
Number
| | Description
|
| 23.1 | | Consent of Independent Registered Public Accounting Firm. |
| |
| 99.1 | | Consolidated Financial Statements of Texas Industries, Inc. and Subsidiaries. |
