sc13da.htm

0000950157-08-000789.txt : 20081008 0000950157-08-000789.hdr.sgml : 20081008 20081008090753 ACCESSION NUMBER: 0000950157-08-000789 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20081008 DATE AS OF CHANGE: 20081008 GROUP MEMBERS: MR. PHILIP NORMAN GROUP MEMBERS: NNS HOLDING FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sawiris Nassef CENTRAL INDEX KEY: 0001378446 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 0112024511103 MAIL ADDRESS: STREET 1: 3 NESSIM STREET CITY: CAIRO STATE: H2 ZIP: NOT APPLIC 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: 081113316 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 SC 13D/A 1 sc13da.htm SCHEDULE 13D/A sc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

TEXAS INDUSTRIES, INC.

(Name of Issuer)

Common Stock, par value $1.00

(Title of Class of Securities)

882491103

(CUSIP Number)

NNS Holding

c/o M&C Corporate Services

PO Box 309GT

Ugland House

South Church Street

George Town, Grand Cayman

Cayman Islands

+202 2461 1103

With a copy to:

Brittain A. Rogers

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

+1 212 474 1000

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

October 8, 2008

(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 that 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. ¨

CUSIP No. 882491103

(1)	NAME OF REPORTING PERSONS: NNS Holding (and together with Mr. Nassef Sawiris and Mr. Philip Norman, the “Reporting Persons”) I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): NA
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): (a) o (b) x
(3)	SEC USE ONLY:
(4)	SOURCE OF FUNDS (See Instructions): WC
(5)	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): NA
(6)	CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(7)	SOLE VOTING POWER: 4,123,939
		(8)	SHARED VOTING POWER:
		(9)	SOLE DISPOSITIVE POWER: 4,123,939
		(10)	SHARED DISPOSITIVE POWER:
(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,123,939
(12)	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: NA
(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 14.98%
(14)	TYPE OF REPORTING PERSON (See Instructions): CO

CUSIP No. 882491103

(1)	NAME OF REPORTING PERSONS: Mr. Nassef Sawiris
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): (a) o (b) x
(3)	SEC USE ONLY:
(4)	SOURCE OF FUNDS (See Instructions): OO (See item 3.)
(5)	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): NA
(6)	CITIZENSHIP OR PLACE OF ORGANIZATION: Egypt
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(7)	SOLE VOTING POWER:
		(8)	SHARED VOTING POWER: 4,123,939
		(9)	SOLE DISPOSITIVE POWER:
		(10)	SHARED DISPOSITIVE POWER: 4,123,939
(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,123,939
(12)	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: NA
(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 14.98%
(14)	TYPE OF REPORTING PERSON (See Instructions): IN

CUSIP No. 882491103

(1)	NAME OF REPORTING PERSONS: Mr. Philip Norman
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): (a) o (b) x
(3)	SEC USE ONLY:
(4)	SOURCE OF FUNDS (See Instructions): OO (See item 3.)
(5)	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): NA
(6)	CITIZENSHIP OR PLACE OF ORGANIZATION: British
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(7)	SOLE VOTING POWER:
		(8)	SHARED VOTING POWER: 4,123,939
		(9)	SOLE DISPOSITIVE POWER:
		(10)	SHARED DISPOSITIVE POWER: 4,123,939
(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,123,939
(12)	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: NA
(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 14.98%
(14)	TYPE OF REPORTING PERSON (See Instructions): IN

Explanatory Note

This amendment relates to the Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on October 19, 2006, as last amended on October 1, 2008 (the “Schedule 13D”) , relating to the common stock, par value $1.00 per share (“Common Stock”), of Texas Industries, Inc., a Delaware corporation (the “Issuer”) ..

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented to add the following:

On October 8, 2008, NNS Holding and Nassef Sawiris filed a preliminary proxy statement with the SEC. In addition, on October 8, 2008, NNS Holding and Nassef Sawiris sent a letter to certain other stockholders of the Issuer. A copy of the October 8, 2008 letter is filed herewith as an exhibit and incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Exhibit 1	Letter from NNS Holding to Stockholders of Texas Industries, Inc. dated October 8, 2008.

Exhibit 2	Joint filing agreement between the Reporting Persons dated October 8, 2008.

Signature.

After reasonable inquiry and to the best of his and its knowledge and belief, each of the following certifies that the information set forth in this statement is true, complete and correct.

Date: October 8, 2008
	Mr. Nassef Sawiris

Signature:	/s/ NASSEF SAWIRIS


Date: October 8, 2008
	Mr. Philip Norman

Signature:	/s/ PHILIP NORMAN


Date: October 8, 2008
By:	NNS Holding Mr. Nassef Sawiris
Title:	Director

Signature:	/s/ NASSEF SAWIRIS

EX-1 2 ex1.htm LETTER FROM NNS HOLDING TO STOCKHOLDERS OF TEXAS INDUSTRIES, INC. DATED OCTOBER 8, 2008 ex1.htm

EXHIBIT 1

NNS Holding

c/o M&C Corporate Services

PO Box 309GT

Ugland House, South Church Street

George Town, Grand Cayman

Cayman Islands

October 8, 2008

Dear Fellow TXI Stockholders,

I am a director of NNS Holding, Texas Industries, Inc.’s (“TXI”) largest stockholder, which owns 14.9% of the outstanding shares of TXI. As a long-term stockholder in TXI, my interests are squarely aligned with yours—and I seek your support in order to send a clear message to TXI’s Board that meaningful change is long overdue. Please join me in WITHHOLDING your vote on Sam Coates and Thomas R. Ransdell, the two directors standing for reelection at the company’s Annual Meeting of Stockholders on October 21, 2008.

I strongly believe that no stockholder should be expected to accept operating performance as lackluster as TXI’s has been over the past year. In its most recent earnings report, the company’s net income was down 40 percent from the same period last year. Furthermore, over the last twelve months, the company has underperformed its peer group by approximately 35 percent and is currently trading near its 52-week low of $26.26 and less than 40 percent of the 52-week high of $81.48.

Despite the company’s lackluster performance over the last year, I remain convinced that TXI has the opportunity to restore investor confidence and create value for all stockholders—but only if it addresses the challenges facing the company head-on. In that regard, I recently contacted the TXI management and board of directors to express my frustration over the company’s failure to set forth any detailed plan to deal with these challenges. In addition, I asked that the Board allow NNS Holding to increase its investment in the company to more than 15% of its outstanding common stock and to provide NNS Holding with proportionate board representation, so that shareholder interests would have an effective voice in the boardroom. Given the company’s poor track record over the past year and my significant industry experience, I believe that board representation is entirely appropriate and could be a catalyst for improving performance and governance. I was surprised and disappointed by the company’s response, which I learned only by reading a Form 8-K filed with the SEC and which presented no explanation of why the company’s Board determined to reject our proposal.

By way of background, my involvement with TXI dates back to 2006 when I initially invested in the company, and I have maintained my current ownership position of approximately 14.9% since July 2007. I have spent my entire career in this industry and since 1998 I have been the Chief Executive Officer of Orascom Construction Industries, a leading construction contractor that is active in emerging markets around the globe. Orascom undertakes large industrial, commercial and infrastructure projects for public and private customers principally in Europe, the Middle East and North Africa.

Over the course of my investment history with TXI, I have become increasingly disappointed by management’s failure to set forth any alternative to “business as usual” to increase stockholder value. Judging by the comments from analysts and investors on TXI’s recent Fiscal Year Q1 ’09 earnings call, it is clear that my dissatisfaction with the company’s subpar operating performance is shared by many of my fellow TXI stockholders.

The realities of the current economic environment dictate that it is more essential than ever for the company to articulate a credible strategic plan to its investors. TXI and the entire industry are facing difficult times, yet the Board and management remain insular and uncommunicative to stockholders. I believe their recalcitrance is perpetuating ineffective operational and financial performance, and consequently impairing stockholder value.

In my judgment, what is desperately needed at TXI is a new voice in the boardroom. I am confident that with my industry experience and contacts, as well as my familiarity with the cyclical nature of the industry, I can make a positive contribution to the development of a strategy that would enhance value for all stockholders.

Again, I ask that you join me in sending a message to our Board that you want better representation in the boardroom, by voting “WITHHOLD” for the company’s incumbent-nominees at the upcoming annual meeting on October 21, 2008.

Sincerely,

NASSEF SAWIRIS

If you have any questions about how to WITHHOLD your vote on Tuxedo’s two incumbent nominees, please call the firm assisting us

with the solicitation of Withhold votes:

INNISFREE M&A INCORPORATED

Toll-free at 888-750-5834

(Banks and brokers may call collect at 212-750-5833)

Information About the Proxy Statement

On October 8, 2008, NNS Holding filed with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement in connection with the solicitation of proxies for use at TXI’s 2008 Annual Meeting. In addition, NNS Holding intends to prepare and file with the SEC a definitive proxy statement. NNS Holding advises TXI’s security holders to read the definitive proxy statement (when it is available), because it will contain important information. Security holders may obtain a free copy of the definitive proxy statement (when it is available) that NNS Holding files with the SEC at the SEC’s web site at www.sec.gov. The proxy statement may also be obtained for free by directing a request to Innisfree M&A Incorporated toll-free at 888-750-5834. Banks and Brokers may call Innisfree M&A Incorporated collect at 212-750-5833.

Certain Information Regarding the Participants

A detailed list of names, affiliations and interests of NNS Holding and Nassef Sawiris is included in the preliminary proxy statement filed with the SEC on October 8, 2008.

EX-2 3 ex2.htm JOINT FILING AGREEMENT ex2.htm

EXHIBIT 2

AGREEMENT OF JOINT FILING

The undersigned hereby agree that the attached Schedule 13D/A, together with any and all amendments thereto, is filed on behalf of each of us, pursuant to Rule 13d-1 of the General Rules and Regulations of the Securities and Exchange Commission. This Agreement may be executed in several counterparts, each of which may be deemed to be an original, but all of which together will constitute one and the same Agreement.

Date: October 8, 2008
	Mr. Nassef Sawiris

Signature:	/s/ NASSEF SAWIRIS


Date: October 8, 2008
	Mr. Philip Norman

Signature:	/s/ PHILIP NORMAN


Date: October 8, 2008
By:	NNS Holding Mr. Nassef Sawiris
Title:	Director

Signature:	/s/ NASSEF SAWIRIS