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Third Point amends lawsuit against TXCO, calls company's rush to appoint a seventh director 'reckless'
By Lisa Kerner
Charlotte, N.C., Feb. 28 - Third Point Offshore Fund, Ltd said "newly discovered internal e-mails and memoranda" further support its claim that TXCO Resources, Inc. added James Hewitt to its board to prevent Third Point from obtaining three of six board seats at the 2008 annual meeting.
As a result, Third Point amended its complaint in the Delaware Court of Chancery against TXCO on Feb. 25 alleging that the appointment was a breach of the duty of care and called the process to appoint Hewitt "rushed and reckless."
Third Point said the search for Hewitt was not a search but rather "a mad dash to add a seventh director."
It was previously reported that, according to TXCO, Hewitt was appointed to fill a vacancy due to the retirement of Stephen M. Gose Jr. some 13 months ago.
However, Third Point said TXCO disclosed that the board had been reduced to six directors following Gose's retirement and in connection with its 2007 annual meeting, making Hewitt the seventh director.
The investor claims that Hewitt was appointed on Jan. 11 in response to a call for action by TXCO chairman and chief executive officer James E. Sigmon, according to a schedule 13D filing with the Securities and Exchange Commission.
On Feb. 21, Third Point notified TXCO of its intent to nominate Jacob Roorda, Todd Q. Swanson and Anthony Tripodo to stand for election as class A directors of the company for terms expiring in 2011.
In addition, Third Point said it will solicit proxies for the election of its nominees at the 2008 annual meeting.
Third Point has an 8.3% ownership interest in the San Antonio-based oil and gas company.
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