Texas Industries reaches out to shareholders ahead of annual meeting

By Lisa Kerner

Charlotte, N.C., Aug. 20 - Texas Industries, Inc. told shareholders in a letter on Thursday that their best interests are the company's "foremost goal" and acknowledged that they would be receiving proxy materials from the company and from Shamrock Activist Value Fund.

According to Texas Industries, Shamrock has not engaged in "substantive discussions" about possible ways to enhance shareholder value.

Instead, Shamrock filed public documents that distort "the facts surrounding our meetings, and made other confusing accusations," the company said.

"We can only conclude that Shamrock is agitating for change of control of the company, which we believe will not serve the purpose of creating additional value for all shareholders," Texas Industries said in the letter.

Shareholder wants change

Shamrock filed its preliminary proxy statement with the Securities and Exchange Commission earlier in the month nominating three individuals for election to Texas Industries' board of directors at the company's annual meeting on Oct. 22.

As previously reported, Shamrock's nominees are 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.

Shamrock, with a 10.2% stake in the company, said it is also bringing three resolutions before shareholders urging Texas Industries to improve its corporate governance practices.

The proposals are to:

• Declassify the Dallas-based construction materials company's currently staggered board of directors;

• Provide for majority voting in all uncontested elections of directors and require any incumbent who does not receive a majority of the votes cast to resign; and

• Submit Texas Industries' poison pill to a shareholder vote no later than the 2010 annual meeting.

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