| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TEXAS INDUSTRIES INC [ TXI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/13/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/13/2010 | A | 1,000(1) | A | $0 | 2,826,556(6)(7) | I | See Footnotes(2)(3)(4)(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. These shares of restricted common stock (the "Restricted Stock") were granted to Dennis A. Johnson, CFA, a non-employee director of the Issuer, pursuant to a Non-Employee Directors Restricted Stock Agreement, dated January 13, 2010, between the Company and Mr. Johnson. One-third of the shares will vest at each of the next three annual stockholders meetings, so long as Mr. Johnson remains a director of Texas Industries, Inc. (the "Company") on such date. In addition, all unvested shares shall vest on the date of Mr. Johnson's death or disability (as determined by the Compensation Committee of the Company's Board of Directors), or on the date of any annual stockholders' meeting at which Mr. Johnson is not re-elected as a director.(Continued in Footnote 2). |
| 2. If Mr. Johnson's service as a director is terminated, any shares which do not otherwise vest shall be forfeited. In addition, all unvested shares of restricted stock shall immediately vest upon a "Change of Control" (as defined in the Non-Employee Directors Restricted Stock Agreement). |
| 3. Mr. Johnson is (i) a Managing Director of Shamrock Capital Advisors, Inc.; (ii) a Vice President of Shamrock Partners Activist Value Fund, L.L.C. ("Shamrock Partners"), which is the managing member of Shamrock Activist Value Fund GP, L.L.C. (the "General Partner"), which in turn is the general partner of Shamrock Activist Value Fund, L.P. ("SAVF") and Shamrock Activist Value Fund IV, L.P. ("SAVF IV" and collectively with SAVF, the "Fund"); and (iii) the senior portfolio manager of SAVF and SAVF IV, and as such has primary responsibility for the portfolio investment decisions relating to SAVF and SAVF IV. Mr. Johnson disclaims beneficial ownership of the shares held by each of SAVF and SAVF IV, except to the extent of their pecuniary interests therein, if any, and this report shall not be deemed an admission that Mr. Johnson is a beneficial owner of any such shares for purposes of Section 16 or for any other purpose. |
| 4. Mr. Gold and Shamrock Holdings of California, Inc. ("SHOC") are each a Managing Member of Shamrock Partners. SHOC is also a Special Limited Partner of SAVF. Shamrock Holdings, Inc. ("SHI") is the sole stockholder of SHOC. Mr. Gold is the sole trustee of two trusts, each of which holds 50% of the outstanding SHI common stock. Accordingly, Mr. Gold may be deemed a controlling stockholder of SHI. Mr. Gold is a Director and President of both SHI and SHOC. Mr. Gold disclaims beneficial ownership of the shares held by each of SAVF and SAVF IV, except to the extent of their pecuniary interests therein, if any, and this report shall not be deemed an admission that Mr. Gold is a beneficial owner of any such shares for purposes of Section 16 or for any other purpose. |
| 5. Each of the Fund, Shamrock Partners, the General Partner, Mr. Gold, SHOC and SHI may be deemed for purposes of Section 16 of the Exchange Act to be indirect beneficial owners of the Restricted Stock granted to Mr. Johnson, by virtue of his positions or relationships with such persons or entities. However, each of the Fund, Shamrock Partners, the General Partner, Mr. Gold, SHOC and SHI disclaims beneficial ownership of such Restricted Stock except to the extent of their respective pecuniary interests therein, if any, and this report shall not be deemed an admission that any such person is a beneficial owner of such Restricted Stock for purposes of Section 16 or for any other purpose. |
| 6. SAVF is the owner of 2,038,575 shares of common stock of the Company, $1.00 par value per share (the "Common Shares"). SAVF IV is the owner of 787,981 Common Shares. Each of SAVF and SAVF IV disclaims beneficial ownership of any Common Shares owned by the other and this report shall not be deemed an admission that either beneficially owns the shares held by the other for Section 16 or any other purpose. |
| 7. As the general partner of the Fund, the General Partner may be deemed to beneficially own the shares held by the Fund. As the managing member of the General Partner, Shamrock Partners may be deemed to beneficially own the shares held by the Fund. Each of the General Partner and Shamrock Partners disclaims beneficial ownership of the shares held by the Fund, except to the extent of their pecuniary interests therein, if any, and this report shall not be deemed an admission that the General Partner or Shamrock Partners beneficially owns the shares held by the Fund for Section 16 or for any other purpose. |
| /s/ SHAMROCK ACTIVIST VALUE FUND, L.P. | 01/15/2010 | |
| /s/ SHAMROCK ACTIVIST VALUE FUND IV, L.P. | 01/15/2010 | |
| /s/ STANLEY P. GOLD | 01/15/2010 | |
| /s/ DENNIS A. JOHNSON | 01/15/2010 | |
| /s/ SHAMROCK ACTIVIST VALUE FUND GP, L.L.C. | 01/15/2010 | |
| /s/ SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C | 01/15/2010 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||