1. What happened with Texas Industries?
Texas Industries (TXI) the supplier of cement and other building materials (not to be confused with Texas Instruments) held its annual meeting of shareholders Thursday October 22d.
Yesterday, the Inspectors of Election certified the results. [Wait for it. Isn't this moment exciting? I feel like I'm ripping open an envelope for you.]
The results represent a sweeping victory for the dissidents, led by Shamrock. Their three nominees were elected to the board, and their resolutions passed. The three new directors are: Marjorie L. Bowen, Dennis A. Johnson and Gary L. Pechota. The resolutions involved: the declassification of the board of directors; the submission of the company's poison pill plan to a vote of shareholders next year.
2. Evidentiary Ruling from the trial of Matthew Tannin
Meanwhile, the trial of Ralph Cioffi and Matthew Tannin on securities fraud charges moves ahead in the US federal court for the eastern district of New York.
It intrigues me that Judge Frederick Block has ruled that the jury cannot see a personal email Tannin wrote in 2006 expressing anxieties about work and the state of the market. Tannin had written an email to himself, in which he said, quote "we could blow up". I haven't had the chance to do more than scan Block's ruling, which is 21 pages long, but it seems to have focused on the scope of the warrant that was used to seize these e-mails, which "did not, on its face, limit the items to be seized from Tannin's personal email acount to emails containing evidence of the crimes charged in the indictment, or, indeed, any crime at all. It was, therefore, unconstitutionally broad ...."
3. Carl Icahn Quits the Yahoo board.
Icahn has left the Yahoo! board of directors. He first assumed his post there back when he was pressing then-CEO Jerry Yang to accept a takeover bid from Microsoft. That didn't happen, and meantime Icahn's attention has wandered to the CIT matter.
On CIT: Icahn has announced a 30 day tender offer for small CIT bondholders' securities at 60 cents on the dollar. Here's what Bloomberg has to say.
Can I find some connection between any one of these points and the year 1987? What was Icahn doing in '87? I'd like to use that year as a post label again.
Showing posts with label Shamrock Activist Value Fund. Show all posts
Showing posts with label Shamrock Activist Value Fund. Show all posts
Wednesday, October 28, 2009
Tuesday, October 20, 2009
Texas Industries Meeting, this Thursday
Texas Industries Inc., (NYSE: TXI) headquartered in Dallas, is a company that produces cement and other construction materials -- not be be confused, BTW, with Texas Instruments.
TXI's annual meeting takes place this Thursday, and its board faces a challenge from Shamrock Capital Advisors. I understand that settlement talks have not gone well.
Shamrock has charged that "the Company's performance lags its peers, hundreds of millions of dollars of the Company's funds have been 'invested' in ill-timed capital expansion projects that have failed to generate any incremental profits, and there appears to be no credible plan to address these shortcomings."
The expansion projects at issue consist of: $427 million on the Oro Grande project (2005-2008); $294 million on the Hunter expansion (2007-2009); and $55 million of capitalized interest (2005-2009).
Of course there hasn't been a lot of large-scale construction requiring cement over the last year or so. The price of cement, for the good old supply/demand reason, has plummeted, which helps explain the difficulties encountered by expansion plans developed before the downturn.
The principal of Shamrock Investment fund, by the way, is Roy Disney -- Walt's nephew. Now if someone were only building a new theme park, THAT would generate demand for cement!
TXI's annual meeting takes place this Thursday, and its board faces a challenge from Shamrock Capital Advisors. I understand that settlement talks have not gone well.
Shamrock has charged that "the Company's performance lags its peers, hundreds of millions of dollars of the Company's funds have been 'invested' in ill-timed capital expansion projects that have failed to generate any incremental profits, and there appears to be no credible plan to address these shortcomings."
The expansion projects at issue consist of: $427 million on the Oro Grande project (2005-2008); $294 million on the Hunter expansion (2007-2009); and $55 million of capitalized interest (2005-2009).
Of course there hasn't been a lot of large-scale construction requiring cement over the last year or so. The price of cement, for the good old supply/demand reason, has plummeted, which helps explain the difficulties encountered by expansion plans developed before the downturn.
The principal of Shamrock Investment fund, by the way, is Roy Disney -- Walt's nephew. Now if someone were only building a new theme park, THAT would generate demand for cement!
Wednesday, July 30, 2008
So what does Shamrock have against Panera?
Apparently, Shamrock wants:
* the adoption of a majority voting standard for the election of Panera's directors,
* elections to be held annually, and
* the conversion of Panera's class B common stock, with their three votes each, into class A stock.
As an index of my own continuing naivete, let me admit: when I first read this list, I thought to myself "what supermajority is now required to elect a director?" My assumption, in other words, was that this was like arguing that treaty ratification in the US Senate should work by a majority standard. That would make ratification easier.
Actually, Shamrock's concern isn't that it's too difficult to get elected to the board of Panera, but that it's too easy. A mere plurality sometimes will suffice.
I live and learn.
I'm afraid I've got no further inspiration. I'm going to break for the week now. Meet me on Pragmatism Refreshed tomorrow if you'd like, or wait for my return here Sunday.
* the adoption of a majority voting standard for the election of Panera's directors,
* elections to be held annually, and
* the conversion of Panera's class B common stock, with their three votes each, into class A stock.
As an index of my own continuing naivete, let me admit: when I first read this list, I thought to myself "what supermajority is now required to elect a director?" My assumption, in other words, was that this was like arguing that treaty ratification in the US Senate should work by a majority standard. That would make ratification easier.
Actually, Shamrock's concern isn't that it's too difficult to get elected to the board of Panera, but that it's too easy. A mere plurality sometimes will suffice.
I live and learn.
I'm afraid I've got no further inspiration. I'm going to break for the week now. Meet me on Pragmatism Refreshed tomorrow if you'd like, or wait for my return here Sunday.
Tuesday, July 29, 2008
Panera Bread
I love Panera! Their stuff is delicious.
But that isn't enough to get them an entry in Proxy Partisans. There has to be some corporate tumult. As, indeed, there is.
Shamrock Activist Value Fund is demanding that the company declassify its staggered board, separate the roles of chairman and chief executive, and expand the board to include new members. "Ah, an' the Shamrock fund itself be demanding that Panera kiss the blarney stone, sure'n."
Panera is listed on Nasdaq, with the sticker symbol: PNRA. A quick perusal of its stock price shows me no obvious reason for dissatisfaction. It has held its value over the last year, even advancing a bit -- which is impressive in the present climate.
In percentage terms, it is now valued at 112% of what it was a year ago. The Nasdaq-100 index is at 93% of where IT was. The Dow Jones is at only 85%.
This doesn't mean the stock couldn't do better, of course. This does seem to be an odd time for Shamrock to launch a challenge. Panera held its annual meeting in May. So why raise these issues in July? I'll look into it, and see if I can tell you more.
But that isn't enough to get them an entry in Proxy Partisans. There has to be some corporate tumult. As, indeed, there is.
Shamrock Activist Value Fund is demanding that the company declassify its staggered board, separate the roles of chairman and chief executive, and expand the board to include new members. "Ah, an' the Shamrock fund itself be demanding that Panera kiss the blarney stone, sure'n."
Panera is listed on Nasdaq, with the sticker symbol: PNRA. A quick perusal of its stock price shows me no obvious reason for dissatisfaction. It has held its value over the last year, even advancing a bit -- which is impressive in the present climate.
In percentage terms, it is now valued at 112% of what it was a year ago. The Nasdaq-100 index is at 93% of where IT was. The Dow Jones is at only 85%.
This doesn't mean the stock couldn't do better, of course. This does seem to be an odd time for Shamrock to launch a challenge. Panera held its annual meeting in May. So why raise these issues in July? I'll look into it, and see if I can tell you more.
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