sc13da.htm

0000950157-08-000696.txt : 20080915 0000950157-08-000696.hdr.sgml : 20080915 20080915170027 ACCESSION NUMBER: 0000950157-08-000696 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080915 DATE AS OF CHANGE: 20080915 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: 081072222 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)

September 12, 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 4,073,939
		(8)	SHARED VOTING POWER
		(9)	SOLE DISPOSITIVE POWER 4,073,939
		(10)	SHARED DISPOSITIVE POWER
(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,073,939
(12)	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: NA
(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.80%
(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 4.)
(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 4,073,939
		(9)	SOLE DISPOSITIVE POWER
		(10)	SHARED DISPOSITIVE POWER 4,073,939
(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,073,939
(12)	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: NA
(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.80%
(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 4,073,939
		(9)	SOLE DISPOSITIVE POWER
		(10)	SHARED DISPOSITIVE POWER 4,073,939
(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,073,939
(12)	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: NA
(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.80%
(14)	TYPE OF REPORTING PERSON (See Instructions) IN

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 July 17, 2007 (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”).

Items 4, 5 and 7 of the Schedule 13D are hereby amended and supplemented to add the following:

Item 4. Purpose of Transaction.

Mr. Sawiris has requested that the Issuer and its board of directors consider amending the Issuer’s Rights Agreement, dated as of November 1, 2006, to permit NNS Holding to increase its investment in the Issuer to more than 15% of its outstanding Common Stock and to provide NNS Holding with representation on the board of directors of the Issuer.

Item 5. Interest in Securities of the Issuer.

The responses of the Reporting Persons to Row (13) on the cover page of this Schedule 13D are incorporated herein by reference to reflect the update in percentage ownership based on the 27,538,020 shares of Common Stock stated by the Issuer to be outstanding as of August 22, 2008 in the Issuer’s proxy statement on Form Def 14A, filed with the SEC on August 29, 2008.

Item 7. Material to be Filed as Exhibits.

Exhibit 1

Joint filing agreement between the Reporting Persons dated September 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: September 15, 2008
	Mr. Nassef Sawiris

Signature:	/s/ NASSEF SAWIRIS


Date: September 15, 2008
	Mr. Philip Norman

Signature:	/s/ PHILIP NORMAN


Date: September 15, 2008
By:	NNS Holding Mr. Nassef Sawiris
Title:	Director

Signature:	/s/ NASSEF SAWIRIS

EX-1 2 ex1.htm AGREEMENT OF JOINT FILING ex1.htm

EXHIBIT 1

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: September 15, 2008
	Mr. Nassef Sawiris

Signature:	/s/ NASSEF SAWIRIS


Date: September 15, 2008
	Mr. Philip Norman

Signature:	/s/ PHILIP NORMAN


Date: September 15, 2008
By:	NNS Holding Mr. Nassef Sawiris
Title:	Director

Signature:	/s/ NASSEF SAWIRIS