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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 19, 2006
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.):
[ ] 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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
At its regular meeting on April 19, 2006, the Board of Directors of
Texas Industries, Inc. (the "Company") approved the following agreements and
amendments to agreements based on the recommendation of the Compensation
Committee:
1. Standard form of Non-Employee Directors Restricted Stock
Agreement, which will be used for annual grants of restricted stock to
non-employee directors as part of their previously disclosed compensation
arrangements. The agreement provides for issuance of restricted shares of common
stock pursuant to the Company's 2004 Omnibus Equity Compensation Plan. One third
of the restricted shares will vest at the next annual stockholders' meeting
after the date of grant, and another one-third at each of the next two annual
stockholders' meetings so that 100% of the restricted stock is vested after the
third annual stockholders' meeting after the date of grant. Upon termination of
a director's service, any unvested restricted shares will be forfeited and
transferred back to the Company. A copy of the standard form of agreement is
attached hereto as Exhibit 10.1 and incorporated herein by reference.
2. Standard form of 2005 Executive Financial Security Plan ("2005
Plan"), which replaces existing executive financial security plans ("Prior
Plans") with respect to benefits vesting or accruing after December 31, 2004.
The Prior Plans will continue to apply to benefits vested and accrued at
December 31, 2004. The changes in the 2005 Plan are designed to (i) comply with
the requirements of Section 409A of the Internal Revenue Code (the "Code"), (ii)
allow vested participants to elect early retirement with actuarially reduced
benefits at or after age 55 (the Prior Plans allowed early retirement with
Company consent with no actuarial reduction in benefits), (iii) provide that
upon certain terminations of employment within two years after a change of
control of the Company, participants who are then under the age of 55 will have
five years added to their service time for purposes of the calculation of
benefits (the Prior Plans provide for payment of full benefits as if the
participant had retired at age 65), (iv) clarify certain ambiguities in the
Prior Plans, (v) set forth the obligations of the Company and the rights of
participants in connection with a termination/liquidation of the 2005 Plan, and
(vi) coordinate benefits payable under the Prior Plans with benefits payable
under the 2005 Plan so there is no duplication of benefits.
The financial security plans are offered to executive officers
and certain senior managerial employees. Participation is voluntary. The plans
require deferral of a portion of a participant's salary and provide retirement,
death and disability benefits to participants. A participant becomes vested
after five years of participation, upon death or disability, or in certain
circumstances after a change in control of the company. Under the 2005 Plan, the
normal retirement benefit available to a vested participant at age 65 is 45% of
covered annual salary payable each year for the participant's life with a
15-year certain benefit, with a death benefit payable to the participant's
beneficiaries equal to 25% of the participant's covered annual salary. Vested
participants that are 55 or older may retire early with a pro rata reduction in
benefits based on the reduced time of participation and, with respect to the
retirement benefit, a further actuarial reduction due to commencement of
benefits prior to reaching age 65. Upon the death of a participant while still
employed by the Company, the participant's beneficiaries will receive 100% of
the participant's covered annual salary for the first year and 50% of covered
annual salary each year thereafter for the longer of nine years or until the
participant would have attained age 65, or if the participant was eligible for
early retirement at the date of death, the beneficiary may instead elect to
receive early retirement benefits. If a participant is disabled for six
continuous months, the participant's salary deferrals are waived but are deemed
to have been made for all other purposes. In the event of termination of
employment in certain circumstances following a change in control (as defined in
the plans), a participant will be deemed to be fully vested, and a participant
who has reached age 55 will receive benefits as if he had reached age 65 and
retired, and a participant who has not reached age 55 will have five years added
to his service time for purposes of calculating benefits that are payable at age
65.
A copy of the standard form of 2005 Plan is attached hereto as
Exhibit 10.2 and incorporated herein by reference. The Prior Plans of certain
participants, including some named executive officers, provide for payment of
normal retirement benefits of a total of 2.5 to 10 times covered annual salary,
depending upon age at enrollment and the time when additional coverage is
offered, based on the terms of such plan when the participant commenced
participation. For such participants, the 2005 Plan will be modified to provide
benefits on the same basis as provided in their Prior Plans.
3. Standard form of Change in Control Severance Agreement, which
will be offered to the Company's president and chief executive officer, the
other named executive officers and certain other officers. The agreement
provides that if within two years following a change in the control of the
Company the employment of the officer is terminated by the Company for a reason
other than cause or by the officer for good reason, the Company will (i) pay
such officer two times such officer's annual base salary and incentive bonuses,
(ii) pay the excise tax, if any, due by the officer under section 4999 of the
Code, and (iii) provide employee benefits for two years. Also, all then unvested
stock options or stock appreciation rights granted to the officer by the Company
will become immediately vested and exercisable. A copy of the standard form of
Change in Control Severance Agreement is attached hereto as Exhibit 10.3 and
incorporated herein by reference.
4. Amendment No. 1 to Employment Agreement of the President and
Chief Executive Officer, which deletes the change in control provisions
(including provisions that permitted the officer to terminate his employment at
his discretion within one year after a change in control and receive the full
benefits provided in the agreement), and amends the provisions for deferral by
the Company of the officer's compensation in certain circumstances to provide
for mandatory deferral of incentive compensation that is not deductible by the
Company pursuant to Section 162(m) of the Code and to comply with the
requirements of Section 409A of the Code. A copy of Amendment No. 1 to
Employment Agreement is attached hereto as Exhibit 10.4 and incorporated herein
by reference.
5. Standard forms of Amendment to Stock Option Agreement Under
Texas Industries, Inc. 2004 Omnibus Equity Compensation Plan, Amendment No. 1 to
SAR Agreement for Non-Employee Directors Under Texas Industries, Inc. 2003 Stock
Appreciation Rights Plan, and Amendment No. 1 to SAR Agreement for Employee
Directors Under Texas Industries, Inc. 2003 Stock Appreciation Rights Plan,
which amend or add a definition of change in control that conforms to the
definition in all of the agreements disclosed above and provides that upon the
occurrence of a change in control, all then outstanding un-vested stock options
or stock appreciation rights held by the grantee will become immediately vested
and exercisable. Such forms are attached hereto as Exhibits 10.5, 10.6 and
10.7and are incorporated herein by reference.
The Board of Directors and Compensation Committee approved the
agreements and amended agreements to, among other things, (i) comply with recent
changes in the law, (ii) conform the definition of change in control among
various plans and agreements in which it is defined, (iii) make the Company's
benefit and employment plans more consistent with current standards, and (iv)
help retain Company executives that are critical to the continued success of the
Company.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
10.1 Form of Non-Employee Directors Restricted Stock Agreement
10.2 Form of 2005 Executive Financial Security Plan
10.3 Form of Change in Control Severance Agreement
10.4 Amendment No. 1 to Employment Agreement dated April 24, 2006
between Mel G. Brekhus and the Company
10.5 Form of Amendment to Stock Option Agreement Under Texas
Industries, Inc. 2004 Omnibus Equity Compensation Plan
10.6 Form of Amendment No. 1 to SAR Agreement for Non-Employee
Directors Under Texas Industries, Inc. 2003 Stock Appreciation
Rights Plan
10.7 Form of Amendment No. 1 to SAR Agreement for Employee
Directors Under Texas Industries, Inc. 2003 Stock Appreciation
Rights Plan
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.
Date: April 25, 2006 TEXAS INDUSTRIES, INC.
By: /s/ Frederick G. Anderson
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Frederick G. Anderson
Vice President and General Counsel
EXHIBIT INDEX
Exhibit
Number Description
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10.1 Form of Non-Employee Directors Restricted Stock Agreement
10.2 Form of 2005 Executive Financial Security Plan
10.3 Form of Change in Control Severance Agreement
10.4 Amendment No. 1 to Employment Agreement dated April 24, 2006 between
Mel G. Brekhus and the Company
10.5 Form of Amendment to Stock Option Agreement Under Texas Industries,
Inc. 2004 Omnibus Equity Compensation Plan
10.6 Form of Amendment No. 1 to SAR Agreement for Non-Employee Directors
Under Texas Industries, Inc. 2003 Stock Appreciation Rights Plan
10.7 Form of Amendment No. 1 to SAR Agreement for Employee Directors
Under Texas Industries, Inc. 2003 Stock Appreciation Rights Plan