-----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, Fl3F+WpDgbA6DN0QA8/KFPpTU8KUGW0HKuH+6rBuc/tv9s5H1ks4W/VJiotTiP7T OcEzUuFiiYhzHxulqM2xNg== 0000950134-97-007494.txt : 19971021 0000950134-97-007494.hdr.sgml : 19971021 ACCESSION NUMBER: 0000950134-97-007494 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971020 SROS: NYSE GROUP MEMBERS: CHAPARRAL STEEL COMPNAY GROUP MEMBERS: TEXAS INDUSTRIES ACQUISITION GROUP MEMBERS: TEXAS INDUSTRIES INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHAPARRAL STEEL CO CENTRAL INDEX KEY: 0000833226 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 751424624 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: SEC FILE NUMBER: 005-39716 FILM NUMBER: 97697794 BUSINESS ADDRESS: STREET 1: 300 WARD RD CITY: MIDLOTHIAN STATE: TX ZIP: 76065 BUSINESS PHONE: 2147758241 MAIL ADDRESS: STREET 1: 300 WARD RD CITY: MIDLOTHIAN STATE: TX ZIP: 76065 FILED BY: 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 13E3/A BUSINESS ADDRESS: STREET 1: 1341 W MOCKINGBIRD LN STREET 2: STE 700W CITY: DALLAS STATE: TX ZIP: 75247-6913 BUSINESS PHONE: 2146476700 SC 13E3/A 1 AMENDMENT TO SCHEDULE 13E-3 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3/A Rule 13e-3 Transaction Statement (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) CHAPARRAL STEEL COMPANY (Name of the Issuer) TEXAS INDUSTRIES, INC., TEXAS INDUSTRIES ACQUISITION INC. AND CHAPARRAL STEEL COMPANY (Name of Persons Filing Statement) COMMON SHARES, $.10 PAR VALUE 159422104 (Title of Class of Securities) (Cusip Number of Class of Securities)
ROBERT C. MOORE, ESQ. VICE PRESIDENT -- GENERAL COUNSEL AND SECRETARY TEXAS INDUSTRIES, INC. 1341 W. MOCKINGBIRD LANE 7TH FLOOR DALLAS, TEXAS 75247 (972) 647-6740 (Name, address and telephone number of person authorized to receive notices and communications on behalf of the persons filing statement.) Copies To: DAN BUSBEE, ESQ. JOHN D. CAPERS, JR., ESQ. LOCKE PURNELL RAIN HARRELL KING & SPALDING 2200 ROSS AVENUE, SUITE 2200 191 PEACHTREE STREET DALLAS, TEXAS 75201 ATLANTA, GEORGIA 30303-1763 (214) 740-8000 (404) 572-4600
a. [X] The filing of solicitation materials or an information statement subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1], Regulation 14C [17 CRF 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [240.13e-3 (c)] under the Securities Exchange Act of 1934. b. [ ] The filing of a registration statement under the Securities Act of 1933. c. [ ] A tender offer. d. [ ] None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [X] CALCULATION OF FILING FEE
TRANSACTION AMOUNT OF VALUATION* FILING FEE** ----------- ------------ $76,300,000 $15,260
- --------------- * Assumes 4,453,963 Common Shares, par value $.10 per share, of Chaparral Steel Company (the "Common Shares") will be converted into the right to receive $15.50 per share in cash. Includes options to purchase Common Shares having a net cash value of $7,263,574. ** The amount of the filing fee, calculated in accordance with 240.0-11 of the Securities Exchange Act of 1934 equals 1/50th of one percent of the transaction value. [X] Check box if any part of the fee is offset as proved Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $15,260 Form or Registration No.: Schedule 14A Filing Party: Chaparral Steel Company Date Filed: September 9, 1997 ================================================================================ 2 INTRODUCTION This Schedule 13E-3 Transaction Statement is being filed by Texas Industries, Inc., a Delaware corporation ("TXI"), TXI Acquisition Inc., a Delaware corporation and wholly-owned subsidiary of TXI ("TXI Acquisition"), and Chaparral Steel Company, a Delaware corporation (the "Company"), and is being filed in connection with an Agreement and Plan of Merger, dated as of July 30, 1997 ("the Merger Agreement") among TXI, TXI Acquisition and the Company. The following cross-reference sheet is supplied pursuant to general instruction F to 13E-3 and shows the location in the preliminary proxy statement filed by the Company with the Securities and Exchange Commission contemporaneously herewith (including all annexes and schedules thereto ("Preliminary Proxy Statement") of the information required to be included in response to the items of this Transaction Statement. The information in the Preliminary Proxy Statement, a copy of which is attached hereto as Exhibit d, is incorporated by reference and the responses to each item are qualified in their entirety by the information contained in the Preliminary Proxy Statement. CROSS-REFERENCE SHEET SHOWING LOCATION IN PRELIMINARY PROXY STATEMENT OF INFORMATION REQUIRED BY ITEMS IN SCHEDULE 13E-3
SECTION 13E-3 ITEM LOCATION IN PRELIMINARY PROXY STATEMENT ------------------ --------------------------------------- 1. Issuer and Class of Security Subject to the Transaction Item 1(a)....................................... Cover Page and "The Parties" Item 1(b)....................................... Cover Page and "Introduction-Record Date; Quorum; Required Vote" Item 1(c)....................................... "Market Prices and Dividends" Item 1(d)....................................... "Market Prices and Dividends" Item 1(e)....................................... Not Applicable Item 1(f)....................................... Quarterly Periods 2. Identity and Background Items 2(a) - (d) and (g)........................ Cover Page; "Introduction General;" "-- The Special Meeting;" "The Parties;" and "Management of TXI, TXI Acquisition and the Company" Items 2(e) and (f).............................. Not Applicable 3. Past Contacts, Transactions or Negotiations Item 3(a)(1).................................... "Special Factors -- Interests of Certain Persons in the Merger" Item 3(a)(2) and (b)............................ "Special Factors -- Background of the Merger" and "-- Certain Litigation" 4. Terms of Transaction Item 4(a)....................................... "Introduction -- Record Date; Quorum; Required Vote;" "Special Factors -- Interests of Certain Persons in the Merger;" and "The Merger" Item 4(b)....................................... "Introduction -- Record Date; Quorum; Required Vote;" "Special Factors -- Interests of Certain Persons in the Merger;" and "The Merger -- General -- Treatment of Shares in the Merger"
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SECTION 13E-3 ITEM LOCATION IN PRELIMINARY PROXY STATEMENT ------------------ --------------------------------------- 5. Plans or Proposals of the Issuer or Affiliate Items 5(a) - (g)................................ "Special Factors -- Background of the Merger;" "-- Purpose and Structure of the Merger;" "-- Plans for the Company After the Merger;" and "-- Interests of Certain Persons in the Merger" 6. Source and Amounts of Funds or Other Consideration Item 6(a)....................................... "The Merger -- Payment for Public Shares; Sources of Funds" Item 6(b)....................................... "Special Factors -- Fees and Expenses" Item 6(c) and (d)............................... "The Merger -- Payment for Public Shares; Sources of Funds" 7. Purpose(s), Alternatives, Reasons and Effects Items 7(a) and (c).............................. "Special Factors -- Background of the Merger;" "-- Purpose and Structure of the Merger;" and "-- Recommendation of the Special Committee and Board of Directors of the Company; Fairness of the Merger" Item 7(b)....................................... "Special Factors -- Background of the Merger;" "-- Purpose and Structure of the Merger;" and "-- Recommendation of the Special Committee and Board of Directors of the Company; Fairness of the Merger" Item 7(d)....................................... "Special Factors -- Background of the Merger;" "-- Purpose and Structure of the Merger;" "-- Plans for the Company After the Merger;" "-- Certain Effects of the Merger;" "-- Certain U.S. Federal Income Tax Consequences;" and "The Merger -- Accounting Treatment" 8. Fairness of the Transaction Item 8(a)....................................... "Special Factors -- Recommendation of the Special Committee and Board of Directors of the Company; Fairness of the Merger" Item 8(b)....................................... "Special Factors -- Background of the Merger;" "-- Recommendation of the Special Committee and Board of Directors of the Company; Fairness of the Merger;" "-- Purpose and Structure of the Merger"; "-- Opinion of Robinson- Humphrey"; Summary of Financial Analyses; "-- TXI's Financial Advisor"
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SECTION 13E-3 ITEM LOCATION IN PRELIMINARY PROXY STATEMENT ------------------ --------------------------------------- Item 8(c)....................................... "Introduction -- Record Date; Quorum; Required Vote;" "Special Factors -- Recommendation of the Special Committee and Board of Directors of the Company; Fairness of the Merger;" and "The Merger -- General -- Conditions to the Merger; Amendment, Waiver and Termination" Item 8(d)....................................... "Special Factors -- Background of the Merger;" "-- Recommendation of the Special Committee and Board of Directors of the Company; Fairness of the Merger;" and "-- Opinion of Robinson-Humphrey; Summary of Financial Analyses" Item 8(e)....................................... "Special Factors -- Background of the Merger;" "-- Recommendation of the Special Committee and Board of Directors of the Company; Fairness of the Merger" Item 8(f)....................................... Not Applicable 9. Reports, Opinions, Appraisals and Certain Negotiations Items 9(a) - (c)................................ "Special Factors -- Background of the Merger;" "-- Opinion of Robinson- Humphrey; Summary of Financial Analyses"; "-- TXI's Financial Advisor;" and Exhibits (b)(1), (b)(2) and (b)(3) 10. Interest in Securities of the Issuer Item 10(a)...................................... "Introduction -- Record Date; Quorum; Required Vote"; "Special Factors -- Interests of Certain Persons in the Merger;" and "Ownership of Common Shares" Item 10(b)...................................... Not Applicable 11. Contracts, Arrangements or Understandings with Respect to the Issuer's Securities......................... "Special Factors -- Interests of Certain Persons in the Merger;" "The Merger;" Annex A to the Preliminary Proxy Statement 12. Present Intention and Recommendation of Certain Persons with Regard to the Transaction Items 12(a) - (b)............................... "Introduction -- The Special Meeting;" "-- Record Date; Quorum; Required Vote;" "Special Factors -- Recommendation of the Special Committee and Board of Directors of the Company; Fairness of the Merger;" and "-- Interests of Certain Persons in the Merger"
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SECTION 13E-3 ITEM LOCATION IN PRELIMINARY PROXY STATEMENT ------------------ --------------------------------------- 13. Other Provisions of the Transaction Item 13(a)...................................... "The Merger -- Appraisal Rights" and Annex B to the Preliminary Proxy Statement Item 13(b) and (c).............................. Not Applicable 14. Financial Information Item 14(a)...................................... "Selected Consolidated Financial Data of the Company;" "Incorporation of Certain Documents by Reference;" Exhibits (g)(1) and (g)(2) Item 14(b)...................................... Not Applicable 15. Persons and Assets Employed, Retained or Utilized Item 15(a)...................................... "Introduction -- Solicitation of Proxies" Item 15(b)...................................... "Introduction -- Solicitation of Proxies;" "Special Factors -- Background of the Merger;" "-- Opinion of Robinson-Humphrey; Summary of Financial Analyses;" "TXI's Financial Advisor;" and "-- Fees and Expenses" 16. Additional Information............................. Preliminary Proxy Statement in its entirety 17. Material to be Filed as Exhibits................... Separately filed with this Schedule 13E-3
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION (a) The name of the issuer of the class of equity security subject to the Rule 13e-3 transaction is Chaparral Steel Company and the address of its principle executive offices is 300 Ward Road, Midlothian, Texas 76065-9651. (b) The relevant information set forth on the Cover Page of the Preliminary Proxy Statement and under the caption "Introduction -- Record Date; Quorum and Required Vote" is incorporated here and by reference. (c) The relevant information set forth under the caption "Market Prices and Dividends" is incorporated herein by reference. (d) The relevant information set forth under the caption "Market Prices and Dividends" is incorporated herein by reference. (e) Not Applicable. 5 6 (f)
AMOUNT OF COMMON RANGE OF AVERAGE QUARTERLY PERIODS(1) SHARES PURCHASED PRICES PAID PURCHASE PRICE -------------------- ---------------- -------------- -------------- FISCAL 1996 (ENDED MAY 31, 1996) First Quarter................................... 0 -- -- Second Quarter.................................. 651,800 $9.50 -- $10.00 $ 9.77 Third Quarter................................... 0 -- -- Fourth Quarter(2)............................... 454,700 $13.375 $13.375 FISCAL 1997 (ENDED MAY 31, 1997) First Quarter(2)................................ 349,100 $10.75 $10.75 Second Quarter.................................. 0 -- -- Third Quarter................................... 0 -- -- Fourth Quarter.................................. 0 -- --
- --------------- (1) The information set forth in this table reflects purchases of the Common Shares made by the Company since the commencement of the Company's second full fiscal year preceding the date of this Schedule 13E-3. (2) Only one purchase transaction occurred during such quarterly period. ITEM 2. IDENTITY AND BACKGROUND (a) - (d) and (g). This Transaction Statement is being filed by TXI, TXI Acquisition and the Company (the Company being the issuer.) The following information set forth on the Cover Page of the Preliminary Proxy Statement and set forth under the captions "Introduction -- General," "-- The Special Meeting," "The Parties" and "Management of TXI, TXI Acquisition and the Company" is incorporated herein by reference. (e) and (f). During the last 5 years, none of TXI, TXI Acquisition and the Company or, to the best of the knowledge of TXI, TXI Acquisition or the Company, any of the persons listed under the caption "Management of TXI, TXI Acquisition and the Company" (i) has been convicted in a criminal proceeding (excluding traffic violations or some other misdemeanors), or (ii) was or is 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 further violations of, or prohibiting activates subject to, federal or state securities laws or finding any violations of such laws. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS. (a)(1). The relevant information set forth under the caption "Special Factors -- Interests of Certain Persons in the Merger" is incorporated herein by reference. (a)(2) and (b). The relevant information set forth under the captions "Special Factors -- Background of the Merger" and "-- Certain Litigation" is incorporated herein by reference. ITEM 4. TERMS OF THE TRANSACTION. (a) The relevant information set forth under the captions "Introduction -- Record Date; Quorum; Required Vote," "Special Factors -- Interests of Certain Persons in the Merger" and "The Merger" are incorporated herein by reference. (b) The relevant information set forth under the captions "Introduction -- Record Date; Quorum; Required Vote," "Special Factors -- Interests of Certain Persons in the Merger" and "The Merger -- General -- Treatment of Shares in the Merger" is incorporated herein by reference. 6 7 ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. (a) - (g) The relevant information set forth under the captions "Special Factors -- Background of the Merger," "-- Purpose and Structure of the Merger," "-- Plans for the Company After the Merger" and "-- Interests of Certain Persons in the Merger" is incorporated herein by reference. ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) The relevant information set forth under the captions "The Merger -- Payment for Public Shares; Sources of Funds" is incorporated herein by reference. (b) The relevant information set forth under the caption "Special Factors -- Fees and Expenses" is incorporated herein by reference. (c) and (d) The relevant information set forth under the caption "The Merger -- Payment for Public Shares; Sources of Funds" is incorporated herein by reference. ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS. (a) and (c). The relevant information set forth under the captions "Special Factors -- Background of the Merger," "-- Purpose and Structure of the Merger" and "-- Recommendation of the Special Committee and Board of Directors of the Company; Fairness of the Merger" is incorporated herein by reference. (b) The relevant information set forth under the caption "Special Factors -- Background of the Merger," "-- Purpose and Structure of the Merger" and "-- Recommendation of the Special Committee and Board of Directors of the Company; Fairness of the Merger" is incorporated herein by reference. (d) The relevant information set forth under the captions "Special Factors -- Background of the Merger," "-- Purpose and Structure of the Merger," "-- Plans for the Company After the Merger," "-- Certain Effects of the Merger," "-- Certain U.S. Federal Income Tax Consequences" and "The Merger -- Accounting Treatment" is incorporated herein by reference. ITEM 8. FAIRNESS OF THE TRANSACTION. (a) The relevant information set forth under the captions "Special Factors -- Recommendation of the Special Committee and Board of Directors of the Company; Fairness of the Merger" is incorporated herein by reference. (b) The relevant information set forth under the captions "Special Factors -- Background of the Merger," "-- Recommendation of the Special Committee and Board of Directors of the Company; Fairness of the Merger," "-- Purpose and Structure of the Merger," "-- Opinion of Robinson-Humphrey; Summary of Financial Analyses" and "-- TXI's Financial Advisor" is incorporated herein by reference. (c) The relevant information set forth under the captions "Introduction -- Record Date; Quorum; Required Vote," "Special Factors -- Recommendation of the Special Committee and Board of Directors of the Company; Fairness of the Merger" and "The Merger -- General -- Conditions to the Merger; Amendment, Waiver and Termination" is incorporated herein by reference. (d) The relevant information set forth under the caption "Special Factors -- Background of the Merger," "-- Recommendation of the Special Committee and Board of Directors of the Company; Fairness of the Merger" and "Opinion of Robinson-Humphrey; Summary of Financial Analyses" is incorporated herein by reference. (e) The relevant information set forth under the captions "Special Factors -- Background of the Merger," "-- Recommendation of the Special Committee and Board of Directors of the Company; Fairness of the Merger" is incorporated herein by reference. (f) Not Applicable. 7 8 ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS (a) - (c) The relevant information set forth under the captions "Special Factors -- Background of the Merger," "-- Opinion of Robinson-Humphrey; Summary of Financial Analyses," "-- TXI's Financial Advisor" and Exhibits (b)(1), (b)(2) and (b)(3) to this Transaction Statement is incorporated herein by reference. ITEM 10. INTEREST IN SECURITIES OF THE ISSUER. (a) The relevant information set forth under the captions "Introduction -- Record Date; Quorum; Required Vote," "Special Factors -- Interests of Certain Persons in the Merger" and "Ownership of Common Shares" is incorporated herein by reference. (b) Not applicable. ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S SECURITIES The relevant information set forth under the captions "Special Factors -- Interests of Certain Persons in the Merger," "The Merger" and Annex A to the Preliminary Proxy Statement is incorporated herein by reference. ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO THE TRANSACTION. (a) and (b). The relevant information set forth under the captions "Introduction -- The Special Meeting," "-- Record Date; Quorum; Required Vote," "Special Factors -- Recommendation of the Special Committee and Board of Directors of the Company; Fairness of the Merger" and "Interests of Certain Persons in the Merger" is incorporated herein by reference. ITEM 13. OTHER PROVISIONS OF THE TRANSACTION. (a) The relevant information set forth under the caption "The Merger -- Appraisal Rights" and in Annex B to the Preliminary Proxy Statement is incorporated herein by reference. (b) and (c). Not applicable. ITEM 14. FINANCIAL INFORMATION. (a) The relevant information set forth under the caption "Selected Consolidated Financial Data of the Company" in the Preliminary Proxy Statement is incorporated herein by reference. Pursuant to Instruction D and Instruction F to Schedule 13E-3, the following are incorporated by reference: (i) The "Consolidated Financial Statements" from the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1997 (a copy of which is filed as Exhibit (g)(1) to this Transaction Statement); (ii) the Company's Annual Report on Form 10-K/A for the fiscal year ended May 31, 1997 (a copy of which is filed as Exhibit (g)(1) to this Transaction Statement); (iii) Part I, "Financial Information," Item 1, "Consolidated Financial Statements" from the Company's Quarterly Report on Form 10-Q for the period ended August 31, 1997 (a copy of which is filed as Exhibit (g)(2) to this Transaction Statement); and (iv) the Company's Quarterly Report on Form 10-Q/A for the period ended August 31, 1997 (a copy of which is filed as Exhibit (g)(2) to this Transaction Statement). (b) Not applicable. 8 9 ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED. (a) and (b). The relevant information set forth under the captions "Introduction -- Solicitation of Proxies", "Special Factors -- Background of the Merger", "-- Opinion of Robinson-Humphrey; Summary of Financial Analyses," "TXI's Financial Advisor" and "Fees and Expenses" is incorporated herein by reference. ITEM 16. ADDITIONAL INFORMATION. The information set forth in the Preliminary Proxy Statement is incorporated herein by reference in its entirety. ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NUMBER DESCRIPTION ------- ----------- (a) -- Not Applicable. (b)(1) -- Fairness Opinion of The Robinson-Humphrey Company, Inc. (incorporated by reference to Annex C to the Preliminary Proxy Statement). (b)(2)* -- Presentation materials provided to the Special Committee of the Board of Directors of the Company by The Robinson-Humphrey Company, Inc. on June 20, 1997. (b)(3)* -- Presentation materials provided to the Special Committee of the Board of Directors of the Company by The Robinson-Humphrey Company, Inc. on July 29, 1997. (c) -- Agreement and Plan of Merger dated as of July 30, 1997 among Chaparral Steel Company, Texas Industries, Inc. and TXI Acquisition Inc. (incorporated by reference to Annex C to the Preliminary Proxy Statement). (d) -- The Preliminary Proxy Statement (incorporated by reference to the Preliminary Proxy Statement). (e) -- Dissenters' Rights (incorporated by reference to Annex B to the Preliminary Proxy Statement). (f) -- Not Applicable. (g)(1) -- Consolidated Financial Statements (incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1997, as amended by the Company's Annual Report on Form 10-K/A for the Fiscal year ended May 31, 1997). (g)(2) -- Part I, "Financial Information," Item 1, "Consolidated Financial Statements" (incorporated by reference from the Company's Quarterly Report on Form 10-Q for the period ended August 31, 1997, as amended by the Company's Quarterly Report on Form 10-Q/A for the period ended August 31, 1997).
- --------------- * Previously Filed. After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Transaction Statement is true, complete and correct. TEXAS INDUSTRIES, INC. By: /s/ ROBERT D. ROGERS ---------------------------------- Title: President ---------------------------------- Date: October 20, 1997 9 10 After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Transaction Statement is true, complete and correct. TXI ACQUISITION INC. By: /s/ ROBERT D. ROGERS ---------------------------------- Title: President ---------------------------------- Date: October 20, 1997 After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Transaction Statement is true, complete and correct. CHAPARRAL STEEL COMPANY By: /s/ GORDON E. FORWARD ---------------------------------- Title: President ---------------------------------- Date: October 20, 1997 10 11 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- (a) -- Not Applicable. (b)(1) -- Fairness Opinion of The Robinson-Humphrey Company, Inc. (incorporated by reference to Annex C to the Preliminary Proxy Statement). (b)(2)* -- Presentation materials provided to the Special Committee of the Board of Directors of the Company by The Robinson-Humphrey Company, Inc. on June 20, 1997. (b)(3)* -- Presentation materials provided to the Special Committee of the Board of Directors of the Company by The Robinson-Humphrey Company, Inc. on July 29, 1997. (c) -- Agreement and Plan of Merger dated as of July 30, 1997 among Chaparral Steel Company, Texas Industries, Inc. and TXI Acquisition Inc. (incorporated by reference to Annex C to the Preliminary Proxy Statement). (d) -- The Preliminary Proxy Statement (incorporated by reference to the Preliminary Proxy Statement). (e) -- Dissenters' Rights (incorporated by reference to Annex B to the Preliminary Proxy Statement). (f) -- Not Applicable. (g)(1) -- Consolidated Financial Statements (incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1997, as amended by the Company's Annual Report on Form 10-K/A for the fiscal year ended May 31, 1997). (g)(2) -- Part I, "Financial Information," Item 1, "Consolidated Financial Statements" (incorporated by reference from the Company's Quarterly Report on Form 10-Q for the period ended August 31, 1997, as amended by the Company's Quarterly Report on Form 10-Q/A for the period ended August 31, 1997).
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