- Additional Proxy Soliciting Materials (definitive) (DEFA14A)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934


Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ Preliminary Proxy Statement	¨ Confidential, for Use of the Commission Only (as permitted by Rule
¨ Definitive Proxy Statement	14a-6(e)(2))
x Definitive Additional Materials
¨ Soliciting Material Pursuant to §240.14a-12

Texas Industries, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which the transaction applies:

(2) Aggregate number of securities to which the transaction applies:

(3) Per unit price or other underlying value of the 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):

(4) Proposed maximum aggregate value of the transaction:

(5) Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ 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.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Texas Industries Comments on Settlement Discussions with Shamrock

October 12, 2009 – Dallas, Texas -- In recent weeks, Texas Industries (NYSE-TXI) has been engaged in private settlement discussions with Shamrock Capital Advisors with respect to Shamrock’s proxy proposals relating to the Company’s October 22, 2009, annual meeting. Despite significant concessions offered by TXI to Shamrock to avoid continuing an already costly and time-consuming proxy fight, those discussions have been unsuccessful.

“We are certainly disappointed with Shamrock’s lack of interest in a cooperative agreement,” stated Mel Brekhus, Chief Executive Officer.

The Company believes that Shamrock’s demands—which go beyond its public proposals—are unreasonable, result in benefits to Shamrock far out of proportion to Shamrock’s interest in TXI and, most importantly, are not in the best interest of all of TXI’s stockholders.

As part of its discussions with Shamrock, TXI has offered to welcome all of Shamrock’s nominees to its board and to include them on the specific board committees requested by Shamrock. In addition, TXI offered to fully consider Shamrock’s requests for changes in the Company bylaws.

TXI is the largest producer of cement in Texas and a major cement producer in California. TXI is also a major supplier of construction aggregate, ready-mix concrete and concrete products.

# # #

Texas Industries (NYSE:TXI)
Historical Stock Chart
From Jun 2024 to Jul 2024