- Additional Proxy Soliciting Materials - Non-Management (definitive) (DFAN14A)
October 06 2009 - 5:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.
)
Filed by the Registrant
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Filed by a Party other than the
Registrant
x
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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TEXAS INDUSTRIES, INC.
(Name of Registrant as Specified in Its Charter)
SHAMROCK ACTIVIST VALUE FUND, L.P.
SHAMROCK ACTIVIST VALUE FUND IV, L.P.
SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.
SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.
SHAMROCK CAPITAL ADVISORS,
INC.
SHAMROCK HOLDINGS OF CALIFORNIA, INC.
SHAMROCK HOLDINGS, INC.
STANLEY P. GOLD
DENNIS A. JOHNSON
MARJORIE L. BOWEN
GARY L. PECHOTA
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1)
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Amount previously paid:
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2)
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Form, Schedule or Registration Statement No.:
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On October 1, 2009, Shamrock Activist Value Fund, L.P. issued the following press release:
FOR IMMEDIATE RELEASE
Shamrock
Activist Value Fund, L.P.
4444 Lakeside Drive, Burbank, CA 91505
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Contacts:
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Shamrock Activist Value Fund, L.P.
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Clifford A. Miller (
cmiller@shamrock.com
)
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(818) 973-4297
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-or-
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Sitrick And Company
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Michael Sitrick (
mike_sitrick@sitrick.com
)
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Aaron Curtiss (
aaron_curtiss@sitrick.com
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(310) 788-2850
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Shamrock Activist Value Fund, L.P. Receives Support
of CalPERS in Texas Industries Proxy Contest
BURBANK, Calif. (Oct. 1, 2009) The Shamrock Activist Value Fund, L.P. today received the support of the nations largest public pension fund in its bid to elect three nominees to the Texas
Industries, Inc. (NYSE:TXI) Board of Directors and pass three corporate governance shareholder proposals at the companys annual meeting scheduled for Oct. 22, 2009.
The California Public Employees Retirement System (CalPERS) said it plans to vote its shares for the Shamrock Activist Value Fund, L.P. nominees and shareholder proposals. The text of the CalPERS
announcement follows:
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SACRAMENTO, CA The California Public Employees Retirement System (CalPERS) today announced support for a dissident slate of three director candidates for
the board of Texas Industries (TXI).
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Shamrock Activist Value Fund, which has $200 million in committed CalPERS capital, has proposed three candidates. TXI has nominated three incumbent directors at the
building materials companys October 22 annual shareowner meeting.
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Shamrocks white proxy card nominees are Marjorie Bowen, an experienced financial professional and former longtime investment banker at Houlihan Lockey
Howard & Zukin; Dennis Johnson, CFA, with 28 years of financial and corporate governance experience and a former Senior Portfolio Manager for corporate governance at CalPERS; and Gary Pechota, who has extensive cement industry operational
experience.
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The experienced and diverse Shamrock director slate can more effectively oversee CalPERS interests as a long-term shareowner of Texas Industries
by better focusing the boards attention on optimizing the companys operating
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performance, profitability and returns to shareowners, said Anne Simpson, Senior Portfolio Manager, CalPERS Corporate Governance. Were also looking for a culture of greater
board and executive management accountability to shareowners and improved governance practices that are consistent with CalPERS principles.
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CalPERS believes the three candidates being nominated by Shamrock are highly qualified, independent directors who can bring added value to the skill sets necessary for
Texas Industries to be competitive in the evolving global marketplace.
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Besides supporting the Shamrock candidate slate, CalPERS also will vote for a management proxy proposal to have shareowners ratify selection of the company auditor and
for shareowner proposals to declassify the board, implement a majority vote standard for uncontested director elections and to require a shareowner vote for the companys shareholder rights agreement.
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CalPERS is the nations largest public pension fund with approximately $200 billion in market assets. It provides retirement benefits to more than 1.6 million
State, school and local public employees, retirees and their families. For more information about the Systems support of the Shamrock proposal, please contact the CalPERS Press Room at
www.calpers.ca.gov
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Since announcing its nomination of three candidates to the Texas Industries Board of Directors and its three corporate governance shareholder proposals,
Shamrock Activist Value Fund, L.P. has gained the public support of two of the companys largest shareholders. Southeastern Asset Management, Inc., which holds more than 9% of the outstanding shares of Texas Industries common stock, publicly
announced on Sept. 1, 2009 that it will vote for all three Shamrock Activist Value Fund, L.P. nominees and all three of its shareholder proposals. Mr. Nassef Sawiris, who beneficially owns almost 15% of the outstanding shares of Texas
Industries common stock, publicly announced on Sept. 17, 2009 that he also will vote for all three Shamrock Activist Value Fund, L.P. nominees and for all three of its shareholder proposals.
The endorsement of CalPERS sends a strong message that our platform of accountability and good governance is the right one, said Dennis Johnson,
CFA, managing director of Shamrock Capital Advisors, the investment advisor for the Shamrock Activist Value Fund. We believe we can enhance value for all shareholders and, clearly, a growing number of shareholders agree.
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. Together with its parallel investment vehicle, the Shamrock Activist Value Fund, L.P. owns 10.2% of Texas Industries shares.
The Shamrock Activist Value Fund, L.P. has filed its definitive proxy materials for the 2009 Annual Meeting
of Texas Industries Shareholders with the Securities and Exchange Commission (the SEC). Copies of all proxy materials Shamrock Activist Value Fund, L.P. files with the SEC are available without charge at the SECs website at
www.sec.gov
and its definitive proxy materials also may be obtained without charge at
http://www.shamrock-txiproxy.com
. Information regarding the participants in the Shamrock Activist Value Fund, L.P.s solicitation of proxies for
the annual meeting is contained in Shamrock Activist Value Fund, L.P.s definitive proxy statement, which also contains information regarding why Shamrock Activist Value Fund, L.P. believes Texas Industries shareholders should vote the WHITE
proxy card FOR its three director nominees and FOR its three shareholder proposals. Shareholders who need assistance voting their shares may contact MacKenzie Partners, Inc., Shamrock Activist Value Fund, L.P.s proxy
solicitor by calling (800) 322-2885 or e-mailing to
savf-txi@mackenziepartners.com
.
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