Schedule 13D Amendment

-----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, MzfDSj5b7hT5gRMP/bf9NBpVuu8C470IrXc/bXepwPBwO956m7TeCbhRYRysVuGr vem1Y7V0Fd2oiEFQXImJKQ== 0001193125-07-043988.txt : 20070301 0001193125-07-043988.hdr.sgml : 20070301 20070301132348 ACCESSION NUMBER: 0001193125-07-043988 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070301 DATE AS OF CHANGE: 20070301 GROUP MEMBERS: NNS HOLDINGS 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: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] 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: 07661877 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 dsc13da.htm SCHEDULE 13D AMENDMENT Schedule 13D Amendment

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

Texas Industries Incorporated

(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

+202 461 1103

With a copy to:

Paul Burns

Allen & Overy LLP

One Bishops Square

London E1 6AO

United Kingdom

+44 203 088 3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 1, 2007

(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)		Names of reporting person: NNS Holding I.R.S. Identification Nos. of above persons (entities only): NA

(2)		Check the appropriate box if a member of a group:
		(a) ¨
		(b) x

(3)		SEC use only:

(4)		Source of funds: WC

(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): NA

(6)		Place of incorporation: Cayman Islands


Number of shares beneficially owned by each reporting person with:		(7) Sole Voting Power: 1,141,100

		(8) Shared Voting Power:

		(9) Sole Dispositive Power: 1,141,100

		(10) Shared Dispositive Power:


(11)		Aggregate Amount Beneficially Owned by Each Reporting Person: 1,141,100

(12)		Check if the Aggregate Amount in Row (11) Excludes Certain Shares: NA

(13)		Percent of Class Represented by Amount in Row (11): 4.75%. In addition to the 1,141,100 shares of the Issuer’s common stock set forth above (the “Shares”), the Reporting Persons (as defined below) beneficially hold call options (the “Options” and together with the Shares, the “Securities”) maturing at various dates in April and May 2007 (as set out in Annex A) over an additional 1,048,220 shares, which, together with the Shares, if exercised, constitute approximately 9.1% of the Issuer’s common stock.

(14)		Type of Reporting Person: CO


CUSIP No. 882491103


(1)		Names of reporting person: Mr. Nassef Sawiris (and together with NNS Holding, the “Reporting Persons”)

(2)		Check the appropriate box if a member of a group:
		(a) ¨
		(b) x

(3)		SEC use only:

(4)		Source of funds: OO (See item 3.)

(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): NA

(6)		Citizenship: Egypt


Number of shares beneficially owned by each reporting person with:		(7) Sole Voting Power: 1,141,100

		(8) Shared Voting Power:

		(9) Sole Dispositive Power: 1,141,100

		(10) Shared Dispositive Power:


(11)		Aggregate Amount Beneficially Owned by Each Reporting Person: 1,141,100

(12)		Check if the Aggregate Amount in Row (11) Excludes Certain Shares: NA

(13)		Percent of Class Represented by Amount in Row (11): 4.75%. In addition to the 1,141,100 Shares, the Reporting Persons beneficially hold Options maturing at various dates in April and May 2007 (as set out in Annex A) over an additional 1,048,220 shares, which, together with the Shares, if exercised, constitute approximately 9.1% of the Issuer’s common stock. Legal title to the Securities is held by NNS Holding.

(14)		Type of Reporting Person: IN

Explanatory Note

This amendment to Schedule 13D is being filed to reflect that on March 1, 2007, certain options referred to in notes (3)-(7) in Schedule A were exercised as described in note (9) to Schedule A.

Item 1. Security and Issuer

The class of equity securities to which this Schedule 13D/A relates is common stock, par value $1.00, of Texas Industries Incorporated, whose principal executive offices are located at 1341 West Mockingbird Lane, Suite 700 W, Dallas, TX 75247-6913.

Item 2. Identity and Background

(a), (b), (c) and (f)

This Schedule 13D/A is filed by NNS Holding and Mr. Nassef Sawiris.

NNS Holding is an exempted company incorporated in the Cayman Islands with limited liability. Its registered address is c/o M&C Corporate Services, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. Its principal business is holding diversified industrial and financial investments, and in connection with this NNS Holding is, through one of its wholly owned subsidiaries, a principal shareholder of Orascom Construction Industries Company. The entire share capital of NNS Holding is held by the NNS Trust, whose beneficiaries are principally Mr. Nassef Sawiris and his descendants.

Mr. Nassef Sawiris is the sole director of NNS Holding and the settlor of the NNS Trust. As sole director of NNS Holding, he is charged with exploring investment opportunities appropriate for NNS Holding based on his investment expertise. In addition to a number of other directorships, Mr. Nassef Sawiris is Chief Executive Officer of Orascom Construction Industries Company, a cement producer and construction contractor whose business address is Nile City South Tower, 2005A Corniche El Nil, Cairo, Egypt 11221. Mr. Sawiris is a citizen of Egypt.

By virtue of his being the sole director of NNS Holding, Mr. Nassef Sawiris has the power to vote and dispose of the Securities held by NNS Holding. Mr. Sawiris, along with his descendants, are the principal beneficiaries of the trust which owns the shares of NNS Holding. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D/A.

(d) and (e)

During the last five years, neither of the Reporting Persons was convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

Item 3. Source and Amount of Funds or Other Consideration

Funds for the purchase of the Securities were derived from available capital of the Reporting Persons. A total of $58,112,910 (exclusive of brokers’ commissions and other administrative costs) was paid to purchase the Shares, and a total of $5,399,334 was paid to purchase the Options, as set out further in Annex A.

Item 4. Purpose of Transaction

The Reporting Persons purchased the Securities based on the Reporting Persons’ belief that the Issuer’s common stock at current market prices is undervalued and represents an attractive investment opportunity. However, Mr. Sawiris has had communications with the Issuer and it is anticipated that Mr. Sawiris may, from time to time, have discussions with management, the board of directors and other shareholders of the Issuer.

Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of shares of the Issuer’s common stock at prices that would make the purchase of additional shares desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of shares of the Issuer’s common stock or options on such shares on the open market or in private transactions, through a tender offer or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons intend to actively monitor efforts by management to increase stockholder value. The Reporting Persons may also decide in the future to propose a transaction whereby all or a portion of the Issuer be sold, and in connection therewith the Reporting Persons may seek to participate in such transaction or seek to acquire control of the Issuer in a negotiated transaction or otherwise. If the Reporting Persons should acquire control of the Issuer, they may transfer all or part of their holdings to affiliated or unaffiliated persons. The Reporting Persons also may seek in the future to have one or more representatives elected to the board of directors of the Issuer or to propose other matters for consideration and approval by the Issuer’s stockholders or board of directors.

None of the Reporting Persons currently has other plans or proposals that relate to or would result in any of the consequences listed in paragraphs (a) through (j) of Item 4 of the Special Instructions for Complying with Schedule 13D/A except as set forth herein or such as would occur upon completion of the actions discussed above.

Item 5. Interest in Securities of the Issuer.

(a) The aggregate percentage of Shares reported owned by the Reporting Persons is based upon 24,036,044 shares of common stock outstanding, which is the total number of shares of common stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2006. As of the close of business on March 1, 2007, the Reporting Persons beneficially owned 1,141,100 Shares, constituting approximately 4.75% of the class outstanding. In addition to the Shares, the Reporting Persons hold call options maturing at various dates in April and May 2007 (as set out in Annex A) over an additional 1,048,220 shares, which, together with the Shares, if exercised, constitute approximately 9.1% of the Issuer’s common stock.

(b) By virtue of his position as sole director of NNS Holding, Mr. Nassef Sawiris has sole power to vote or direct the voting, and to dispose or direct the disposition of, all of the Securities.

(c) Schedule A annexed hereto lists all transactions in the Issuer’s common stock by the Reporting Persons in the period beginning sixty days prior to October 19, 2006 (the date of filing of the original Schedule 13D by the Reporting Persons). All transactions were effected in the open market or upon exercise of options.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Securities.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Other than as described herein, there are no contracts, arrangements or understandings among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the Securities.

Item 7. Material to be Filed as Exhibits.

Joint filing agreement between the Reporting Persons dated March 1, 2007.

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: March 1, 2007
		Mr. Nassef Sawiris

Signature:		/S/ NASSEF SAWIRIS

Date: March 1, 2007
		NNS Holding
By:		Mr. Nassef Sawiris
Title:		Sole Director

Signature:		/S/ NASSEF SAWIRIS

Schedule A

Transactions in the Securities by NNS Holding since August 19, 2006


Date	Amount Purchased	Price Per Share (1)
Held prior to August 19, 2006	45,000	$	50.42
September 6, 2006	31,000	$	47.56
September 7, 2006	37,500	$	47.54
September 8, 2006	31,500	$	48.26
September 19, 2006	40,000	$	49.24
September 20, 2006	60,000	$	49.45
September 25, 2006	62,000	$	48.92
September 26, 2006	80,000	$	50.29
September 27, 2006	61,000	$	50.12
September 28, 2006	23,900	$	51.73
October 10, 2006	75,800	$	51.75
October 11, 2006	(2)
October 12, 2006	(3)
October 13, 2006	(4)
October 16, 2006	(5)
October 17, 2006	(6)
October 18, 2006	(7)
January 17, 2007	(8)
March 1, 2007	593,400(9)	$	52.00

(1) Exclusive of brokers’ fees and other administrative costs.

(2) On October 11, 2006, NNS Holding sold (unwound) call options it had entered into on a date earlier than 60 days before the date of filing of the original Schedule 13D by the Reporting Persons.

(3) On October 12, 2006, NNS Holding entered into a European-style forward buy transaction (also called a European-style synthetic long or put-call pair combination), in which it purchased a call option permitting NNS Holding to call 26,200 shares at an exercise price of $52.00 per call on March 1, 2007. On the same date and with the same counterparty as the related call, NNS Holding sold a put option giving the counterparty the right to deliver 26,200 shares at an exercise price of $52.00 on March 1, 2007. This option was exercised on March 1, 2007.

(4) On October 13, 2006, NNS Holding entered into two European-style “reverse collar” option transactions.

In the first transaction, NNS Holding purchased a call option permitting NNS Holding to call 524,110 shares at an exercise price of $47.70 per call on January 19, 2007. On the same date and with the same counterparty as the related call, NNS Holding sold a put option giving the counterparty the right to deliver 524,110 shares at an exercise price of $47.45 on January 19, 2007.

In the second transaction, NNS Holding purchased a call option permitting NNS Holding to call 524,100 shares at an exercise price of $49.5126 per call on February 20, 2007. On the same date and with the same counterparty as the related call, NNS Holding sold a put option giving the counterparty the right to deliver 524,110 shares at an exercise price of $47.45 on February 20, 2007.

In addition, on October 13, 2006, NNS Holding entered into a European-style forward buy transaction, in which it purchased a call option permitting NNS Holding to call 180,400 shares at an exercise price of $52.00 per call on March 1, 2007. On the same date and with the same counterparty as the related call, NNS Holding sold a put option giving the counterparty the right to deliver 180,400 shares at an exercise price of $52.00 on March 1, 2007. This option was exercised on March 1, 2007.

(5) On October 16, 2006, NNS Holding entered into a European-style forward buy transaction, in which it purchased a call option permitting NNS Holding to call 100,600 shares at an exercise price of $52.00 per call on March 1, 2007. On the same date and with the same counterparty as the related call, NNS Holding sold a put option giving the counterparty the right to deliver 100,600 shares at an exercise price of $52.00 on March 1, 2007. This option was exercised on March 1, 2007.

(6) On October 17, 2006, NNS Holding entered into a European-style forward buy transaction, in which it purchased a call option permitting NNS Holding to call 116,200 shares at an exercise price of $52.00 per call on March 1, 2007. On the same date and with the same counterparty as the related call, NNS Holding sold a put option giving the counterparty the right to deliver 116,200 shares at an exercise price of $52.00 on March 1, 2007. This option was exercised on March 1, 2007.

(7) On October 18, 2006, NNS Holding entered into a European-style forward buy transaction, in which it purchased a call option permitting NNS Holding to call 170,000 shares at an exercise price of $52.00 per call on March 1, 2007. On the same date and with the same counterparty as the related call, NNS Holding sold a put option giving the counterparty the right to deliver 170,000 shares at an exercise price of $52.00 on March 1, 2007. This option was exercised on March 1, 2007.

(8) On January 17, 2007, NNS Holding agreed amendments to the terms of the two “reverse collar” options it entered into on October 13, 2006, referred to above in note (4), extending the exercise date and converting them to European-style forward buy transactions. These options, as amended, are described below.

NNS Holding now holds an option to call 524,110 shares at an exercise price of $47.70 per share on April 19, 2007, and the same counterparty holds a put option giving the counterparty the right to deliver to NNS Holding 524,110 shares at an exercise price of $47.70 per share on April 19, 2007.

NNS Holding now holds an option to call 524,110 shares at an exercise price of $49.51 per share on May 21, 2007, and the same counterparty holds a put option giving the counterparty the right to deliver to NNS Holding 524,110 shares at an exercise price of $49.51 per share on May 21, 2007.

(9) On March 1, 2007, NNS Holding’s options maturing on March 1, 2007, relating to 593,400 shares (as referred to in notes 4-7 above) were exercised at an exercise price of $52.00.

Transactions in the Securities by Mr. Sawiris in his Individual Capacity since August 19, 2006

None

EX-1 2 dex1.htm AGREEMENT OF JOINT FILING Agreement of Joint Filing

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:		March 1, 2007

		Mr. Nassef Sawiris
Signature:		/S/ NASSEF SAWIRIS


		NNS Holding
By:		Mr. Nassef Sawiris
Title:		Sole Director
Signature:		/S/ NASSEF SAWIRIS

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