-----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, R/YQxX8wB/6SROpKioM9dS/2NU3w3fnssTDexN68yfXmd+dzcEwlz1BYBDFaSfqn Fp9Ig4gG/QVuDPCG4pUmxA== 0000950157-08-000811.txt : 20081015 0000950157-08-000811.hdr.sgml : 20081015 20081015134704 ACCESSION NUMBER: 0000950157-08-000811 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20081015 DATE AS OF CHANGE: 20081015 GROUP MEMBERS: MR. PHILIP NORMAN GROUP MEMBERS: NNS HOLDING 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: 081124589 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: 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 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 15, 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.   ¨

 
 
 
 
 
 
(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 8, 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 7 of the Schedule 13D is hereby amended and supplemented to add the following:
 
Item 7.  Material to be Filed as Exhibits.

Exhibit 1
Letter from NNS Holding to Texas Industries, Inc. dated September 12, 2008.
   
Exhibit 2
Joint filing agreement between the Reporting Persons dated October 15, 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 15, 2008
  
 
Mr. Nassef Sawiris
   
Signature:
/s/ NASSEF SAWIRIS
   
   
Date: October 15, 2008
  
 
Mr. Philip Norman
   
Signature:
/s/ PHILIP NORMAN
   
   
Date: October 15, 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


September 12, 2008

Mr. Melvin G. Brekhus
President and Chief Executive Officer
Texas Industries, Inc.
1341 W. Mockingbird Lane
Dallas, Texas  75247

Dear Mel,

Although TXI has experienced recent difficulties and criticism, we believe that the U.S. heavy building materials industry continues to show potential for long-term growth, particularly in Texas and California, and that TXI should be in a position to participate in that growth over the coming years.  We believe our position as your largest stockholder and our background and experience in the industry uniquely position us to provide meaningful insights and a refreshing point of view on the issues facing TXI today and in the future.

We are confident in TXI’s growth potential and would like to increase significantly our already substantial passive equity ownership.  However, TXI’s stockholder rights plan effectively prohibits an increase in our current investment position.  We therefore propose that TXI’s board amend the stockholder rights plan to allow NNS to increase its equity ownership of TXI to 25%, and that NNS be provided with appropriate board representation reflecting our investment in TXI.  In return, we would be willing to agree to appropriate standstill restrictions to assure our support of the incumbent board.

We hope that we will be able to work together to improve TXI’s performance and enhance value for all TXI stockholders.  We look forward to your prompt response.

   
                            Sincerely,

                             /s/ Nassef Sawiris

                            Nassef Sawiris


cc           The Board of Directors
Texas Industries, Inc.

 
 EX-2 3 ex2.htm AGREEMENT OF JOINT FILING 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 15, 2008
  
 
Mr. Nassef Sawiris
   
Signature:
/s/ NASSEF SAWIRIS
   
   
Date: October 15, 2008
  
 
Mr. Philip Norman
   
Signature:
/s/ PHILIP NORMAN
   
   
Date: October 15, 2008
  
 
By:
NNS Holding
Mr. Nassef Sawiris
Title:
Director
   
Signature:
/s/ NASSEF SAWIRIS
   



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