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Shareholder Agreement Stabilizes Txi Board, Outlook

An 18-month period that saw newer TXI shareholders challenge capital expansion strategies and promote board and bylaw changes appears to have run its course, allowing management to fully concentrate on cement, aggregate and ready mixed operations headed to recovery in 2011 and beyond

Sources: Texas Industries, Inc., Dallas; CP staff

An 18-month period that saw newer TXI shareholders challenge capital expansion strategies and promote board and bylaw changes appears to have run its course, allowing management to fully concentrate on cement, aggregate and ready mixed operations headed to recovery in 2011 and beyond.

By agreement with NNS Holding, its largest shareholder, TXI will raise from 15 percent to 20 percent the cap on common stock an individual shareholder can own before becoming a company Rights Agreement-defined acquiring person. The NNS agreement also provides earlier TXI shareholder rights plan termination, December 2010 versus November 2012. In return, NNS director Nassef Sawiris has agreed to limit his ownership to 20 percent of outstanding common stock and refrain from other actions concerning TXI through December 2011. "We are pleased Mr. Sawiris has expressed support for and requested the opportunity to increase his ownership of the company," says TXI CEO Mel Brekhus. "The Board of Directors was unanimous in its support of [the NNS] agreement, and we will continue our focus on increasing value for all shareholders."

An ally of activist investors who succeeded in replacing three incumbent directors at the 2009 shareholders meeting, Sawiris added TXI to his portfolio prior to Lafarge Group's late-2007 buyout of Orascom Cement, an Egyptian operation in which his family held a controlling interest. TXI operates in a competitive and dynamic global industry which is undergoing consolidation, Sawiris noted in a statement separate from TXI's. As a long-term stockholder, we are pleased TXI management and its board of directors have removed obstacles which had impaired stockholder value."