Shamrock Activist Value Fund to Seek Three Seats on the Texas Industries, Inc. Board of Directors
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BURBANK, Calif.--(Business Wire)--
The Shamrock Activist Value Fund, L.P. today sent the following letter to Texas
Industries, Inc. (NYSE: TXI) submitting notice to the company of its intent to
nominate three candidates for election to its Board of Directors at Texas
Industries` 2009 Annual Meeting of Shareholders:
VIA FACSIMILE AND OVERNIGHT DELIVERY
Frederick G. Anderson
Vice President, General Counsel
and Corporate Secretary
Texas Industries, Inc.
1341 West Mockingbird Lane, Suite 700W
Dallas, Texas 75247
Re:Notice of Intent to Nominate Directors
Dear Mr. Anderson:
Shamrock Activist Value Fund, L.P. ("SAVF"), the owner, together with its
parallel investment vehicles, of approximately 8.9% of Texas Industries, Inc.,
hereby submits notice of its intent to nominate three candidates for election to
the Board of Directors of Texas Industries, Inc. at the 2009 Annual Meeting of
Shareholders. Our nominees are: Marjorie L. Bowen, a former Managing Director of
Houlihan Lokey Howard & Zukin, where she also served as National Director of the
firm`s fairness opinion practice and was one of five members of the firm`s
Financial Advisory Services Committee, which is responsible for managing the
firm`s Financial Advisory Services practice; Dennis A. Johnson, CFA, a managing
director of Shamrock Capital Advisors, Inc., the investment manager for SAVF,
and a member of the Securities and Exchange Commission Investor Advisory
Committee; and Gary L. Pechota, CEO of DT-Trak Consulting, Inc., a member of the
Board of Directors of Insteel Industries, Inc. (Nasdaq: IIIN) and Black Hills
Corporation (NYSE: BKH), and the former CEO of Giant Cement Holding, Inc. and
former Chief of Staff of the National Indian Gaming Commission.
SAVF is nominating these three candidates for election to the Board because it
believes that adding new, highly qualified, independent voices in the Boardroom
to represent the interests of all Texas Industries shareholders is an important
first step to remedying what we see as significant impediments to restoring and
maximizing value for all Texas Industries shareholders. In particular, we
believe that:
* Texas Industries has a well documented record of underperformance versus its
peers - in terms of both profitability and share price -which we believe is the
result of poor management and inefficient capital allocation;
* Texas Industries` Board has not exercised proper oversight of management, has
not held management properly accountable for operational failures and
shortfalls, and has failed to properly link management`s pay to Texas
Industries` performance;
* Texas Industries` management has a disconcerting record of overpromising and
underdelivering;
* Texas Industries has not taken any meaningful steps to address the resounding
49% withhold vote against the Texas Industries` directors at the 2008 Annual
Meeting;
* Texas Industries continues to shun corporate governance best practices. For
example:
* Texas Industries implemented and continues to maintain a ten-year poison pill
without a shareholder vote;
* Texas Industries has refused to implement a majority voting standard for the
election of directors;
* Texas Industries has a staggered Board, so only one-third of the directors are
accountable to the shareholders each year;
* Texas Industries has not adopted an annual shareholder advisory vote on
executive compensation;
* Texas Industries` shareholders are prohibited from calling shareholder
meetings or taking any actions by written consent, thereby ensuring the Board
alone decides when the shareholders can meet and preventing the shareholders
from effecting any changes at the time the shareholders deem most appropriate;
* Texas Industries maintains unnecessary supermajority voting standards in its
charter and bylaws that significantly compromise the ability of a majority of
shareholders to implement meaningful change; and
* Texas Industries` Board is comprised of an insular network of long-term Board
members who do not communicate effectively and transparently with Texas
Industries` shareholders, and have implemented and continue to maintain
"anti-takeover" protections having a primary purpose and effect of entrenching
their positions on the Board.
Our three nominees are committed to enhancing value for all Texas Industries
shareholders, including through the commencement of a comprehensive strategic
review. They have the necessary independence, experience, energy, skills and
personalities to work with their fellow directors to promptly address and remedy
Texas Industries` operational, strategic and corporate governance challenges.
Most importantly, we believe that our nominees will bring to the Texas
Industries Board much-needed industry, finance and capital markets, and
corporate governance expertise.
Accompanying this letter are SAVF`s formal notice and nominating materials with
respect to its three director candidates. SAVF is providing these materials in
advance of Texas Industries` stated deadline for submission of notices of
Director nominations. Although we have endeavored to fully satisfy all
requirements for these materials as set forth in Texas Industries` bylaws, and
believe we have done so, please immediately contact our legal counsel using the
contact information specified in the attached Notice of Director Nominations if
you require any additional information.
Sincerely,
SHAMROCK ACTIVIST VALUE FUND, L.P.
By: Shamrock Activist Value Fund GP, L.L.C., its general partner
By: Shamrock Partners Activist Value Fund, L.L.C., its managing member
By: /s/Dennis A. Johnson
Dennis A. Johnson, CFA, Vice President
***** ***** *****
The Shamrock Activist Value Fund is one of five separate investment funds
managed by Shamrock Capital Advisors, Inc., a subsidiary of Shamrock Holdings,
Inc., the investment vehicle of the Roy E. Disney family. Shamrock Capital
Advisors has an aggregate of $1.8 billion under management within these five
funds.
INVESTOR NOTICES
The Shamrock Activist Value Fund, L.P. ("SAVF") and its parallel funds, Shamrock
Activist Value Fund II, L.P. and Shamrock Activist Value Fund III, L.P.
(collectively, the "Shamrock Activist Value Fund"), intend to file a proxy
statement and related materials with the Securities and Exchange Commission
("SEC") in connection with the solicitation of proxies to elect SAVF`s nominees
to the Board of Directors of Texas Industries, Inc. at the 2009 Annual Meeting
of Shareholders (the "2009 Annual Meeting").
The Shamrock Activist Value Fund urges all Texas Industries shareholders to read
the Shamrock Activist Value Fund`s Proxy Statement and other publicly-filed
proxy materials when they become available, because they will contain important
information. All proxy materials filed by the Shamrock Activist Value Fund with
the SEC will be available without charge at the SEC's website at www.sec.gov. In
addition, the Shamrock Activist Value Fund will provide copies of its definitive
proxy materials without charge upon request.
The Shamrock Activist Value Fund and certain of its affiliates and employees may
be deemed to be participants in the solicitation of proxies for use at the 2009
Annual Meeting. Information regarding such participants is contained in the
Shamrock Activist Value Fund`s filings on Schedule 13D relating to its
investment in Texas Industries, and also will be included in the Shamrock
Activist Value Fund`s proxy statement for the 2009 Annual Meeting, copies of
which are (or upon filing will be) available without charge at the SEC`s website
at www.sec.gov.
Clifford A. Miller (cmiller@shamrock.com)
818-973-4297
or
Sitrick And Company
Michael Sitrick (mike_sitrick@sitrick.com)
Terry Fahn (terry_fahn@sitrick.com)
310-788-2850
Copyright Business Wire 2009
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