1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 1997 ------------------------------- CHAPARRAL STEEL COMPANY - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 1-9944 75-1424624 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification Number) 300 Ward Road, Midlothian, Texas 76065 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (972) 775-8241 ----------------------------- - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 5. OTHER EVENTS. On May 22, 1997 the Registrant received an offer from Texas Industries, Inc. ("TXI") to acquire the outstanding shares of public stock not currently owned by TXI. The transaction would be in the form of a merger in which the holders of the public stock would receive $14.25 cash for each share of public stock outstanding. Upon consummation of the merger, the Registrant would become a wholly-owned subsidiary of TXI. ITEM 7. EXHIBITS. Exhibit 5.1 Texas Industries, Inc. Letter to Board of Directors of Chaparral Steel Company dated May 22. 1997 Presenting Offer to Acquire the Outstanding Shares of Common Stock of Chaparral Steel Company. Exhibit 5.2 "Chaparral Steel Board Receives Offer to Merge" Press Release (Midlothian, Texas - May 22, 1997) 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 hereunto duly authorized. CHAPARRAL STEEL COMPANY Date: May 30, 1997 By: /s/ ROBERT C. MOORE --------------------------------- -------------------------------- Robert C. Moore Vice President & Secretary 3 INDEX TO EXHIBITS Exhibit Number Description --------- ---------------------------------------------- 5.1 Texas Industries, Inc. Letter to Board of Directors of Chaparral Steel Company dated May 22. 1997 Presenting Offer to Acquire the Outstanding Shares of Common Stock of Chaparral Steel Company. 5.2 "Chaparral Steel Board Receives Offer to Merge" Press Release (Midlothian, Texas - May 22, 1997)