Amendment No. 10 to Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, APeGqMIjSELuKhVUyALej7gBlTs6VDSPQyOOdMkrnOQS5ceujQpHlvC8SfXbC7nV OhUFjrg5kLPfBijs7LILHQ== 0001193125-10-007272.txt : 20100115 0001193125-10-007272.hdr.sgml : 20100115 20100115162723 ACCESSION NUMBER: 0001193125-10-007272 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100115 DATE AS OF CHANGE: 20100115 GROUP MEMBERS: DENNIS A. JOHNSON GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND GP, L.L.C. GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND IV, L.P. GROUP MEMBERS: SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C. GROUP MEMBERS: STANLEY P. GOLD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TEXAS INDUSTRIES INC CENTRAL INDEX KEY: 0000097472 STANDARD INDUSTRIAL CLASSIFICATION: CEMENT, HYDRAULIC [3241] IRS NUMBER: 750832210 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33469 FILM NUMBER: 10530675 BUSINESS ADDRESS: STREET 1: 1341 W MOCKINGBIRD LN STREET 2: STE 700W CITY: DALLAS STATE: TX ZIP: 75247-6913 BUSINESS PHONE: 9726476742 MAIL ADDRESS: STREET 1: 1341 W MOCKINGBIRD LN STREET 2: STE 700W CITY: DALLAS STATE: TX ZIP: 75247-6913 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Shamrock Activist Value Fund L P CENTRAL INDEX KEY: 0001306697 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4444 LAKESIDE DR CITY: BURBANK STATE: CA ZIP: 91505 BUSINESS PHONE: 818-973-4444 MAIL ADDRESS: STREET 1: 4444 LAKESIDE DR CITY: BURBANK STATE: CA ZIP: 91505 FORMER COMPANY: FORMER CONFORMED NAME: Shamrock Governance Fund LP DATE OF NAME CHANGE: 20041021 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 10 TO SCHEDULE 13D Amendment No. 10 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE

13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)*

TEXAS INDUSTRIES, INC.

(Name of Issuer)

Common Stock, $1.00 Par Value

(Title of Class of Securities)

882491103

(CUSIP Number)

David K. Robbins, Esq.

Bingham McCutchen LLP

355 South Grand Avenue, 44^th Floor

Los Angeles, CA 90071

(213) 680-6400

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

January 13, 2010

(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 which 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 ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D


CUSIP No. 882491103
1	NAME OF REPORTING PERSONS Dennis A. Johnson, CFA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) Not Applicable			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,000 Common Shares*
		8	SHARED VOTING POWER 0*
		9	SOLE DISPOSITIVE POWER 1,000 Common Shares*
		10	SHARED DISPOSITIVE POWER 0*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000 Common Shares*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

*	See Item 5 hereof

This statement amends the Schedule 13D, dated November 7, 2008 (the “Schedule 13D”), as amended by Amendment No. 1, dated January 21, 2009, Amendment No. 2, dated May 4, 2009, Amendment No. 3, dated May 15, 2009 and Amendment No. 4, dated June 29, 2009, filed by Shamrock Activist Value Fund, L.P., a Delaware limited partnership (“SAVF”), Shamrock Activist Value Fund II, L.P., a Virginia limited partnership, Shamrock Activist Value Fund III, L.P., a Delaware limited partnership, Stanley P. Gold, an individual (“Mr. Gold”), Dennis A. Johnson, CFA, an individual (“Mr. Johnson”), Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company and the general partner of SAVF and SAVF IV (the “General Partner”) and Shamrock Partners Activist Value Fund, L.L.C. (“Shamrock Partners”), a Delaware limited liability company, and as further amended by Amendment No. 5, dated July 2, 2009, Amendment No. 6, dated July 13, 2009, Amendment No. 7, dated July 21, 2009, Amendment No. 8, dated August 4, 2009 and Amendment No. 9, dated October 26, 2009, filed by SAVF, Shamrock Activist Value Fund IV, L.P., a Delaware limited partnership (“SAVF IV,” and, together with SAVF, the “Shamrock Activist Value Fund”), Mr. Gold, Mr. Johnson, the General Partner and Shamrock Partners, with respect to the Common Stock, $1.00 par value per share (“Common Shares”), of Texas Industries, Inc., a Delaware corporation (the “Company”). Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8 and Amendment No. 9 are collectively referred to herein as the “Amended Schedule 13D.” Capitalized terms used and not defined in this Amendment No. 10 shall have the meanings set forth in the Amended Schedule 13D. Except as specifically provided herein, this Amendment No. 10 does not modify any of the information previously reported in the Amended Schedule 13D.

1. ITEM 2 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:

ITEM 2.

Identity and Background.

(a)-(c), (f). The Reporting Persons are: (i) SAVF, (ii) SAVF IV, (iii) Mr. Gold, (iv) Mr. Johnson, (v) the General Partner and (vi) Shamrock Partners (“Shamrock Partners”, and together with SAVF, SAVF IV, Mr. Gold, Mr. Johnson and the General Partner, the “Reporting Persons”). The principal business of the Shamrock Activist Value Fund is investing in the securities of publicly traded small and micro-cap companies in the United States. The principal business of the General Partner is acting as general partner of the Shamrock Activist Value Fund, and the principal business of Shamrock Partners is acting as the managing member of the General Partner.

The managing members of Shamrock Partners are Shamrock Holdings of California, Inc., a California corporation (“SHOC”), and Mr. Gold, who also is the President of SHOC. All of the capital stock of SHOC is owned by Shamrock Holdings, Inc., a Delaware corporation (“SHI”). SHOC and SHI, together with their subsidiary entities, are holding companies engaged in the making, holding and disposing of investments in various industries, principally in the United States and Israel.

The Roy Disney Trust and the Patricia Disney Trust each owns 50% of the common stock of SHI. Mr. Gold is the sole trustee of each of the Roy Disney Trust and the Patricia Disney Trust.

The principal executive offices of the Shamrock Activist Value Fund, the General Partner, Shamrock Partners, SHOC and SHI are located at 4444 W. Lakeside Drive, Burbank, California 91505.

The business address of each of the persons listed below is 4444 W. Lakeside Drive, Burbank, California 91505. The names and principal occupation or employment of the directors, executive officers and controlling persons of the Shamrock Activist Value Fund, the General Partner, Shamrock Partners, SHOC and SHI are as follows:


Name		Principal Occupation Or Employment

Abigail E. Disney		Vice Chairman of the Board of Directors of SHI and Executive Vice President of SHOC; investor.

Roy Patrick Disney		Director of SHI; investor.

Susan Disney Lord		Director of SHI; investor.

Timothy J. Disney		Vice Chairman of the Board of Directors of SHI; investor.

Stanley P. Gold		Director and President of SHI and SHOC. Director, President and Managing Director of Shamrock Capital Advisors, Inc., a Delaware corporation (“SCA”) (a subsidiary of SHOC that provides management and consulting services, principally to SHOC and investment partnerships organized by SHOC, including businesses in which such partnerships invest). The principal executive office of SCA is 4444 W. Lakeside Drive, Burbank, CA 91505. Managing Member and President of Shamrock Partners.

Dennis A. Johnson, CFA		Managing Director of SCA; Vice President of Shamrock Partners; portfolio manager of the Shamrock Activist Value Fund.

Eugene I. Krieger		Vice Chairman of the Board of Directors and Chief Operating Officer of SHI. Vice Chairman of the Board of Directors of SCA. Director and Vice President of SHOC. Vice President of Shamrock Partners.

Gregory S. Martin		Chief Financial Officer of SHOC, SHI, SCA and Shamrock Partners.

All of the persons listed above are citizens and residents of the United States.

(d)-(e) During the last five years, none of the Reporting Persons nor, to the Reporting Persons’ best knowledge, any of their directors, executive officers or controlling persons, as the case may be, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

2. ITEM 5 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:

ITEM 5.

Interests in Securities of the Issuer.

(a), (b) SAVF and SAVF IV are controlled by the General Partner. As a result, each of SAVF and SAVF IV may be deemed members of a group and may be deemed to beneficially own for purposes of Section 13(d) the Common Shares beneficially owned for such purposes by the other. Each of SAVF and SAVF IV disclaims beneficial ownership of any Common Shares owned by the other.

SAVF is the owner of 2,038,575 Common Shares, which represents approximately 7.4% of the issued and outstanding Common Shares. SAVF IV is the owner of 787,981 Common Shares, which represents approximately 2.8% of the issued and outstanding Common Shares. Accordingly, the Shamrock Activist Value Fund collectively owns 2,826,556 Common Shares, which represents approximately 10.2% of the issued and outstanding Common Shares.

Mr. Gold is a Managing Member of Shamrock Partners, which is the managing member of the General Partner, which in turn is the general partner of each of SAVF and SAVF IV. As a result, Mr. Gold may be deemed to beneficially own for purposes of Section 13(d) the Common Shares that may be deemed to be beneficially owned by such entities. Mr. Gold disclaims beneficial ownership of any Common Shares that may be deemed to be beneficially owned by any of Dennis A. Johnson, Shamrock Partners, the General Partner or the Shamrock Activist Value Fund.

Mr. Johnson is a Managing Director of SCA, a Vice President of Shamrock Partners, and the portfolio manager of the Shamrock Activist Value Fund, and as such has primary responsibility for portfolio investment decisions relating to the Shamrock Activist Value Fund. As a result, Mr. Johnson may be deemed to beneficially own for purposes of Section 13(d) the Common Shares that may be deemed to be beneficially owned by such entities. Mr. Johnson disclaims beneficial ownership of any Common Shares that may be deemed to be beneficially owned by any of Stanley P. Gold, Shamrock Partners, the General Partner or the Shamrock Activist Value Fund.

In connection with his services as a non-employee director of the Company, Mr. Johnson was granted 1,000 shares of Restricted Stock (as defined below) on January 13, 2010, as further described below in Item 6. Each of the other Reporting Persons listed above disclaims beneficial ownership of such shares of Restricted Stock, except to the extent of their respective pecuniary interests therein, if any.

As the general partner of the Shamrock Activist Value Fund, the General Partner may be deemed to beneficially own the 2,826,556 Common Shares owned by the Shamrock Activist Value Fund, constituting approximately 10.2% of the issued and outstanding Common Shares. As the managing member of the General Partner, Shamrock Partners may be deemed to beneficially own the 2,826,556 Common Shares owned by the Shamrock Activist Value Fund, constituting approximately 10.2% of the issued and outstanding Common Shares. Shamrock Partners has sole voting and dispositive power with respect to the 2,826,556 Common Shares owned by the Shamrock Activist Value Fund by virtue of its authority to vote and dispose of such Common Shares. Finally, each of the controlling persons of Shamrock Partners identified in response to Item 2 may be deemed to beneficially own the 2,826,556 Common Shares owned by the Shamrock Activist Value Fund, pursuant to Rule 13d-3 under the Act.

The percentages of ownership figures set forth above and in this response to Items 5(a) and 5(b) assumes that 27,745,994 Common Shares were outstanding as of January 13, 2010, based on the number of Common Shares outstanding as reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on January 7, 2010.

(c) Except for the 1,000 shares of Restricted Stock granted to Mr. Johnson described above, the Reporting Persons have not effected any transactions in the Common Shares during the last 60 days.

(d) Not applicable.

(e) Not applicable.

3. ITEM 6 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED AND SUPPLEMENTED WITH THE FOLLOWING:

ITEM 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Mr. Johnson was granted 1,000 shares of restricted common stock of the Company (the “Restricted Stock”) on January 13, 2010, in connection with his service as a non-employee director of the Company. The grant was made pursuant to a Non-Employee Directors Restricted Stock Agreement, dated January 13, 2010, between the Company and Mr. Johnson, a copy of which is attached as Exhibit 9 and is incorporated into this Item 6 by this reference. The Restricted Stock is subject to vesting and forfeiture under certain circumstances, as specified in such Non-Employee Directors Restricted Stock Agreement.

4. ITEM 7 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED AND SUPPLEMENTED WITH THE FOLLOWING:

ITEM 7.

Material to be Filed as Exhibits.


		Document

Exhibit 9	—	Non-Employee Directors Restricted Stock Agreement, effective as of January 13, 2010, between the Company and Dennis A. Johnson.

	—	Joint Filing Agreement, dated July 2, 2009, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund IV, L.P., Stanley P. Gold, Dennis A. Johnson, Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C. (incorporated herein by reference to Exhibit 7 to Amendment No. 5 to the Schedule 13D relating to the Common Shares of the Company filed July 2, 2009 by the Reporting Persons with the United States Securities and Exchange Commission).

	—	Power of Attorney, dated January 21, 2009, appointing Dennis A. Johnson as attorney-in-fact for Stanley P. Gold (incorporated herein by reference to Exhibit 3 to Amendment No. 1 to the Schedule 13D relating to the Common Shares of the Company filed January 21, 2009 by the Reporting Persons with the United States Securities and Exchange Commission).

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: January

15, 2010


SHAMROCK ACTIVIST VALUE FUND, L.P.

By:	Shamrock Activist Value Fund GP, L.L.C., its general partner

By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:	/s/ Dennis A. Johnson
	Name:	Dennis A. Johnson, CFA
	Title:	Vice President

SHAMROCK ACTIVIST VALUE FUND IV, L.P.

By:	Shamrock Activist Value Fund GP, L.L.C., its general partner

By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:	/s/ Dennis A. Johnson
	Name:	Dennis A. Johnson, CFA
	Title:	Vice President

/s/ Stanley P. Gold
Stanley P. Gold

/s/ Dennis A. Johnson
Dennis A. Johnson, CFA



SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.

By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:	/s/ Dennis A. Johnson
	Name:	Dennis A. Johnson, CFA
	Title:	Vice President

SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.

By:	/s/ Dennis A. Johnson
	Name:	Dennis A. Johnson, CFA
	Title:	Vice President

Exhibit Index


		Document

Exhibit 9	—	Non-Employee Directors Restricted Stock Agreement, effective as of January 13, 2010, between the Company and Dennis A. Johnson.

	—	Joint Filing Agreement, dated July 2, 2009, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund IV, L.P., Stanley P. Gold, Dennis A. Johnson, Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C. (incorporated herein by reference to Exhibit 7 to Amendment No. 5 to the Schedule 13D relating to the Common Shares of the Company filed July 2, 2009 by the Reporting Persons with the United States Securities and Exchange Commission).

	—	Power of Attorney, dated January 21, 2009, appointing Dennis A. Johnson as attorney-in-fact for Stanley P. Gold (incorporated herein by reference to Exhibit 3 to Amendment No. 1 to the Schedule 13D relating to the Common Shares of the Company filed January 21, 2009 by the Reporting Persons with the United States Securities and Exchange Commission).

EX-99.9 2 dex999.htm NON-EMPLOYEE DIRECTORS RESTRICTED STOCK AGREEMENT - DENNIS A. JOHNSON Non-Employee Directors Restricted Stock Agreement - Dennis A. Johnson

Exhibit 9

NON-EMPLOYEE DIRECTORS

RESTRICTED STOCK AGREEMENT

UNDER

TEXAS INDUSTRIES, INC. 2004 OMNIBUS EQUITY COMPENSATION PLAN

Pursuant to its 2004 Omnibus Equity Compensation Plan, TEXAS INDUSTRIES, INC., effective this 13^th day of January, 2010, hereby grants to DENNIS A. JOHNSON (“Grantee”) 1,000 Shares of Common Stock as an award of Restricted Stock (as defined in the Plan) on the terms and conditions hereinafter set forth.

ARTICLE I

Definitions

(a)	“Common Stock” means shares of the Company’s Common Stock, $1.00 par value.

(b)	“Company” means Texas Industries, Inc., a Delaware corporation, and any successor thereto as defined in the Plan.

(c)	“Grant Date” means the date of this Agreement, as set forth above.

(d)	“Grantee” means the person named above to whom Shares of Restricted Stock have been awarded, except where the context plainly otherwise requires.

(i)	“Plan” means the Texas Industries, Inc. 2004 Omnibus Equity Compensation Plan, as it may be amended from time to time.

(j)	“Period of Restriction” is defined in Article II, Section (a).

(k)	“Share” means a share of Common Stock.

(l)	“Successor” means the legal representative of the estate of a deceased Grantee or the person or persons who shall acquire any rights under this Agreement by bequest or inheritance or by reason of the death of the Grantee.

(n)	Each other capitalized term that is used but not defined in this Agreement shall have the meaning prescribed in the Plan.

ARTICLE II

Restrictions

(a)

Except as otherwise provided in the Plan or this Agreement, the Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise disposed of until the end of the applicable Period of Restriction. The period of time between the Grant Date and the date the Shares of Restricted Stock become vested is referred to herein as the “Period of Restriction.”

(b)

In the event that as a result of (i) any stock dividend, stock split or other change in the Stock, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, and by virtue of any such change the Grantee shall in his or her capacity as owner of unvested Shares of Restricted Stock (the “Prior Stock”) be entitled to new or additional or different shares or securities, such new or additional or different shares or securities shall thereupon be subject to all of the conditions and restrictions that were applicable to the Prior Stock during the Period of Restriction of the Prior Stock.

(c)

The Company shall not be required (i) to transfer on its books any securities which have been sold or transferred in violation of any of the provisions in this Agreement, or (ii) to treat as owner of such securities or to accord the right to vote as owner or to pay dividends to any transferee to whom such shares shall have been so transferred.

ARTICLE III

Vesting

(a)

Unless vested earlier in accordance with other provisions of this Agreement, the interest of Grantee in the Shares of Restricted Stock shall vest as to one-third of such Shares on the date of the next annual stockholders’ meeting after the Grant Date, and as to an additional one-third on each succeeding annual stockholders’ meeting thereafter, so as to be 100% vested on the date of the third annual stockholders’ meeting after the Grant Date, conditioned upon Grantee’s continued service as a director of the Company as of each vesting date.

(b)

Notwithstanding the other provisions of this Agreement, the interest of Grantee in all unvested Shares of Restricted Stock shall vest on the date of the death or disability (as determined by the Compensation Committee of the Board of Directors) of Grantee or the date of an annual stockholders’ meeting at which Grantee is not re-elected upon the expiration of his term of office.

(c)	If the Grantee’s service as a director of the Company is terminated, the balance of the Shares of Restricted Stock which have not vested pursuant to paragraphs (a) or (b) of this Article III or Article V shall be forfeited by Grantee, and ownership transferred back to the Company.

ARTICLE IV

Certificates and Legends

(a)

The Company will retain the certificates representing Shares of Restricted Stock in the Company’s possession until such time as such Shares are vested or restrictions applicable to such Shares have otherwise been satisfied or lapse. Grantee will deliver to the Company such stock powers executed in blank as may be requested by the Company in order to transfer back to the Company any Shares of Restricted stock that may be forfeited pursuant to Article III, paragraph (b).

(b)	Each certificate representing Shares of Restricted Stock shall bear the following legend:

The sale or transfer of shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the Texas Industries, Inc. 2004 Omnibus Equity Compensation Plan, and an associated Restricted Stock Agreement. A copy of the Plan and such Agreement may be obtained from Texas Industries, Inc.

(c)	Upon vesting of Shares of Restricted Stock, the Company shall deliver to Grantee, as soon thereafter as practicable, a certificate in the Grantee’s name for such Shares without the legend set forth in paragraph (b) of this Article IV, and such Shares shall become freely transferable by Grantee.

ARTICLE V

Change of Control

(a)	If a Change of Control (as defined below) occurs, all Shares of Restricted Stock shall become immediately vested, notwithstanding the specific terms of this Agreement.

(b)	“Change of Control” means the occurrence of any of the following after the Grant Date:

(i)

Any person becomes the beneficial owner of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities that have the right to vote for the election of directors generally. “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended, and used in Sections 13(d)(3) and 14(d)(2) thereof, including a “group” as defined in Section 13(d) thereof, other than (1) any employee plan established by the Company, (2) the Company or any of its subsidiaries, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, or (4) an entity owned, directly or indirectly, by security holders (including, without limitation, warrant or option holders) of the Company in substantially the same proportions as their ownership of the Company. “Beneficial owner” shall have the meaning ascribed to such term in Rule 13d-3 under such act.

(ii)

Continuing Directors cease for any reason to constitute a majority of the directors of the Company then serving. “Continuing Directors” means directors of the Company who were:

(x)

directors on the Grant Date, or

(y)

elected or nominated for election with the approval of a majority of the directors who, at the time of such election or nomination, were Continuing Directors.

(iii)

A merger, consolidation or other business combination (including an exchange of securities with the security holders of an entity that is a constituent in such transaction) of the Company with any other entity, unless the voting securities of the Company outstanding immediately prior to such merger, consolidation or

business combination continue to represent at least a majority of the combined voting power of the securities having the right to vote for the election of directors generally of the Company or the surviving entity or any parent thereof outstanding immediately after such merger, consolidation or business combination (either by remaining outstanding or by being converted into or exchanged for voting securities of the surviving entity or parent thereof).

(iv)

The Company (taken as a whole with its subsidiaries) sells, leases or otherwise disposes of all or substantially all of its assets (in one transaction or a series of related transactions, including by means of a sale, lease or disposition of the assets or equity interests in one or more of its direct or indirect subsidiaries), other than such a sale, lease or other disposition to an entity of which at least a majority of the combined voting power of the outstanding securities are owned directly or indirectly by stockholders of the Company.

(v)

The occurrence of any other event or circumstance that results in the Company filing or being required to file a report or proxy statement with the Securities and Exchange Commission disclosing that a change of control of the Company has occurred.

ARTICLE VI

Securities Act Compliance

Grantee may not sell or otherwise dispose of vested Shares of Restricted Stock received pursuant to this Agreement unless Grantee first satisfies himself/herself that such Shares have been duly registered under the Securities Act of 1933 or that under such Act no prospectus and no compliance with Regulation A of the Securities and Exchange Commission are required for such sale or disposition and that no state license or permit is necessary for such sale or disposition, or that such a state license or permit, if required, has been duly issued.

ARTICLE VII

Other Terms

(a)

Grantee understands that (i) during the Period of Restriction, Grantee shall have all the rights of a shareholder with respect to the Shares of Restricted Stock except for the right to transfer the Shares of Restricted Stock, as set forth in Article II. Accordingly, Grantee shall have the right to vote the Shares of Restricted Stock and to receive any cash dividends paid to or made with respect to the Shares of Restricted Stock; and (ii) nothing in this Agreement or the Plan shall confer on Grantee any right to continue in the service of the Company as a director, notwithstanding the possibility that unvested Shares of Restricted Stock will thereby be forfeited.

(b)	Grantee shall be liable for any and all income taxes arising out of this grant or the vesting of Shares of Restricted Stock hereunder.

(c)	If Grantee makes an election pursuant to Section 83(b) of the Code concerning this grant of Restricted Stock, Grantee shall promptly file a copy of such election with the Company.

(d)	This Agreement shall be non-transferable and non-assignable except by will and by the law of descent and distribution to the extent that on the date of Grantee’s death there were vested Shares of Restricted Stock that had not yet been delivered to Grantee.

(e)

The Grantee or Successor of the Grantee agrees that any dispute or disagreement which may arise hereunder shall be determined by the Board of Directors or the Committee in its sole discretion and judgment, and that any such determination and any interpretation by the Board of Directors or the Committee of the terms of this Agreement or the Plan shall be final and binding and conclusive, for all purposes, upon the Company, the Grantee or the Successor of the Grantee. No member of the Board or the Committee shall be liable to any person for any action, failure to act, omission or determination taken or made in good faith with respect to the Plan or this Agreement.

(f)

Any notice given by the Company to the Grantee shall be effective to bind any person who shall acquire rights hereunder. The Company shall be under no obligation whatsoever to advise the Grantee of the existence, maturity or termination of any of the Grantee’s rights hereunder and the Grantee shall be deemed to have familiarized himself/herself with all matters contained herein and in the Plan which may affect any of the Grantee’s rights and privileges hereunder.

(g)

This Agreement is subject to the Plan and its terms and provisions (including any subsequent amendments thereto), which Plan and its terms and provisions are by this reference incorporated herein. In the event of a conflict between any term or provision contained herein and a term or a provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

IN WITNESS WHEREOF, TEXAS INDUSTRIES, INC. has caused this Restricted Stock Agreement to be executed as of the Grant Date, and Grantee has accepted the terms and provisions hereof.


TEXAS INDUSTRIES, INC.

By:		/s/ Mel G. Brekhus
Name:		Mel G. Brekhus
Title:		President and Chief Executive Officer


ACCEPTED:

/s/ Dennis A. Johnson
Name:		Dennis A. Johnson

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