4//SEC Filing
GOLD STANLEY P 4
Accession 0001181431-10-016198
CIK 0000097472other
Filed
Mar 11, 7:00 PM ET
Accepted
Mar 12, 9:22 PM ET
Size
14.2 KB
Accession
0001181431-10-016198
Insider Transaction Report
Form 4
GOLD STANLEY P
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2010-03-10−1,000→ 2,826,556 total(indirect: See Footnotes)
Transactions
- Disposition to Issuer
Common Stock
2010-03-10−1,000→ 2,826,556 total(indirect: See Footnotes)
Shamrock Activist Value Fund L P
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2010-03-10−1,000→ 2,826,556 total(indirect: See Footnotes)
Transactions
- Disposition to Issuer
Common Stock
2010-03-10−1,000→ 2,826,556 total(indirect: See Footnotes)
Transactions
- Disposition to Issuer
Common Stock
2010-03-10−1,000→ 2,826,556 total(indirect: See Footnotes)
Footnotes (5)
- [F1]These shares of restricted stock were previously granted to Dennis A. Johnson in connection with his service as a director of Texas Industries, Inc. (the "Company") subject to certain vesting and forfeiture provisions. On March 10, 2010, Mr. Johnson resigned as a director of the Company and all 1,000 shares were forfeited and the ownership thereof has transferred back to the Company.
- [F2]On March 10, 2010, Mr. Johnson also resigned as a Managing Director of Shamrock Capital Advisors, Inc., Vice President of Shamrock Partners Activist Value Fund, L.L.C. ("Shamrock Partners"), and as portfolio manager of Shamrock Activist Value Fund, L.P. ("SAVF") and Shamrock Activist Value Fund IV, L.P. ("SAVF IV"). As a result of such resignations, and the forfeiture described in footnote (1), none of the Reporting Persons can be deemed to be the indirect beneficial owners of the restricted stock to which this statement relates.
- [F3]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 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.
- [F4]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.
- [F5]As the general partner of SAVF and SAVF IV, Shamrock Activist Value Fund GP, L.L.C. (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.
Documents
Issuer
TEXAS INDUSTRIES INC
CIK 0000097472
Entity typeother
Related Parties
1- filerCIK 0001234218
Filing Metadata
- Form type
- 4
- Filed
- Mar 11, 7:00 PM ET
- Accepted
- Mar 12, 9:22 PM ET
- Size
- 14.2 KB