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) 04/21/2010 | ||||||||||||||||||||||||||
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 | 04/21/2010 | J(1) | 2,038,575(3) | D | $0 | 787,981 | I | See Footnotes(5)(6) | ||
Common Stock | 04/21/2010 | J(2) | 787,981(4) | D | $0 | 80,782 | I | See Footnotes(5)(6) |
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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Explanation of Responses: |
1. Pursuant to redemption requests from partners in Shamrock Activist Value Fund, L.P. ("SAVF"), SAVF has distributed in kind the shares of common stock of Texas Industries, Inc., $1.00 par value per share (the "Common Shares"), owned by it to its partners (the "SAVF Distribution"). |
2. Pursuant to a redemption request from a limited partner in Shamrock Activist Value Fund IV, L.P. ("SAVF IV" and together with SAVF, the "Shamrock Activist Value Fund"), SAVF IV has distributed in kind the Common Shares owned by it to its partners (together with the SAVF Distribution, the "Distribution"). |
3. SAVF directly owned these 2,038,575 Common Shares. |
4. SAVF IV directly owned these 787,981 Common Shares. |
5. As a result of the Distribution, the Shamrock Activist Value Fund distributed in aggregate 14,182 Common Shares to Shamrock Activist Value Fund GP, L.L.C. (the "General Partner") in kind. SAVF and SAVF IV are controlled by the General Partner. Each of SAVF and SAVF IV disclaims beneficial ownership of any Common Shares held by the General Partner. As the managing member of the General Partner, Shamrock Partners Activist Value Fund, L.L.C. ("Shamrock Partners") may be deemed to beneficially own the shares held by the General Partner. |
6. As a result of the SAVF Distribution, SAVF distributed 66,600 Common Shares to Shamrock Holdings of California, Inc. ("SHOC") in kind. Mr. Gold and SHOC are each a Managing Member of Shamrock Partners. 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 and is a Director and President of both SHI and SHOC. Accordingly, Mr. Gold may be deemed to beneficially own the shares held by SHOC. Mr. Gold disclaims beneficial ownership of the shares held by the General Partner, except to the extent of his pecuniary interest 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. |
/s/ SHAMROCK ACTIVIST VALUE FUND, L.P. | 04/22/2010 | |
/s/ SHAMROCK ACTIVIST VALUE FUND IV, L.P. | 04/22/2010 | |
/s/ STANLEY P. GOLD | 04/22/2010 | |
/s/ SHAMROCK ACTIVIST VALUE FUND GP, L.L.C. | 04/22/2010 | |
/s/ SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C | 04/22/2010 | |
** 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. |