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Published on 6/29/2009 in the Prospect News Special Situations Daily.

Texas Industries shareholder Shamrock nominates three for board seats

By Lisa Kerner

Charlotte, N.C., June 29 - Shareholder Shamrock Activist Value Fund, LP notified Texas Industries, Inc. that it intends to nominate three candidates for election to the company's board of directors at the 2009 annual meeting.

Shamrock said in a letter to the company on Monday that it will nominate:

• Marjorie L. Bowen, formerly a managing director at Houlihan Lokey Howard & Zukin;

• Dennis A. Johnson, managing director of Shamrock Capital Advisors, Inc.; and

• Gary L. Pechota, president and chief executive officer of DT-Trak Consulting, Inc., a medical coding, billing and data entry services company.

The letter was included in a schedule 13D/A filed on Monday with the Securities and Exchange Commission.

Shamrock said it beneficially owns approximately 8.9% of the Dallas-based cement company's outstanding shares.

According to Shamrock, 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."

In addition, Texas Industries' board "has not exercised proper oversight of management" and has a record of "overpromising and underdelivering," Shamrock said.

Shamrock also questioned the company's corporate governance, including the implementation of a 10-year poison pill without a shareholder vote and failure to implement a majority voting standard for the election of directors.


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