Committee To Restore Shareholder Value Member Sues United Investors Realty Trust in Texas Court Over Unfair By-Laws.Business Editors DALLAS--(BUSINESS WIRE)--March 27, 2001 Southwest Securities, Inc. ("Southwest"), a member of The Committee to Restore Shareholder Value (the "Committee"), petitioned the District Court of Harris County, Texas Harris County is a county located in the U.S. state of Texas within the Houston–Sugar Land–Baytown metropolitan area. As of 2000 U.S. Census, the county had a population of 3.4 million (though a 2006 estimate placed the population at nearly 3. (Case No. 2001-15170) to: (i) declare invalid Section 3.3 of the First Amended and Restated By-Laws of United Investors Realty Trust (Nasdaq: UIRT UIRT Universal Infrared Receiver Transmitter UIRT Unit Inpatient Records Technician ) (PCX (1) A bitmapped graphics file format that handles monochrome, 2-bit, 4-bit, 8-bit and 24-bit color and uses RLE to achieve compression ratios of approximately 1.1:1 to 1.5:1. Images with large blocks of solid colors compress best under the RLE method. See PC Paintbrush. : UIR UIR Upper Flight Information Region UIR Unusual Incident Report UIR User Interface Requirement UIR Wire Connector (used on drawings, etc.; phonetically, UIR sounds like 'wire') UIR Uniform Impedance Resonator UIR User Incident Report ), (ii) enjoin To direct, require, command, or admonish. Enjoin connotes a degree of urgency, as when a court enjoins one party in a lawsuit by ordering the person to do, or refrain from doing, something to prevent permanent loss to the other party or parties. UIRT from electing Trust Managers using the standards set forth in Section 3.3 of the By-Laws, (iii) reform the By-Laws to include one standard for the election of all Trust Managers or require UIRT to adopt such a By-Law under applicable law, and (iv) order UIRT to provide certain stockholder list material as requested in Southwest's demand letter dated March 8, 2001 (the "Litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. "). On March 26, 2001, immediately before a scheduled hearing, UIRT agreed to produce certain of the requested material. Section 3.3 of the By-Laws currently provides that Trust Manager nominees who have never been elected must receive the affirmative vote of a majority of the outstanding shares of UIRT (at least 4,326,205 votes). However, previously elected Trust Manager nominees can be elected by receiving the affirmative vote of a majority of the votes cast at the annual meeting of shareholders, which can be as little as 25.1% of the outstanding shares (2,163,103 votes), provided a quorum is present. David Glatstein, President of Southwest Securities Group, Inc., the parent of Southwest, stated, "The members of the Committee are significant shareholders of UIRT and have been quite dissatisfied with the performance of UIRT as reflected in the price of the company's common stock. It is the intention of the Committee to solicit proxies from UIRT shareholders in opposition to management's slate of Trust Managers. We want to offer shareholders the opportunity to elect Trust Managers who will have a new and objective view of UIRT and will take the necessary actions to carry out their fiduciary duty to maximize shareholder value." Mr. Glatstein continued, "UIRT's By-Laws have a dual standard of election thresholds for nominee Trust Managers. We feel strongly that this dual standard entrenches incumbent Trust Managers and flies in the face of good corporate governance Corporate Governance The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law. , a concept to which we are committed. Unfortunately, we were left with no choice but to seek judicial intervention to remedy this inequity." The Committee is comprised of members that are significant shareholders of UIRT who continue to be unhappy with the performance of UIRT and believe there is a need for a change in the leadership and direction of UIRT. The Committee was formed in order to consider pursuing various alternative courses of action with respect to the management and operations of UIRT with a view towards increasing shareholder value. Southwest Securities Group, Inc. is a Dallas financial-services holding company listed on the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. with subsidiaries engaged in providing fully-disclosed securities clearing, securities brokerage, investment banking and investment advisory services advisory services advisory services provided to the public, in their capacity as owners and managers of animals, are an important part of veterinary science. They may be provided by government bureaux, by commercial companies who deal in pharmaceuticals or animals or animal . The Preliminary Proxy Statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. of the Committee shall be filed this week with the Securities and Exchange Commission. In general, the Proxy Statement, once effective, will seek the vote of all shareholders of UIRT for the amendment to Section 3.3 of UIRT's By-Laws (provided that such relief is not afforded by the court in the Litigation), as well as the vote for all Trust Manager nominees recommended for election by the Committee, who will serve until their are duly elected and qualify. Once available, copies of the Committee's definitive Proxy Statement may be obtained from the Committee's solicitation agent, Mackenzie Partners, 156 Fifth Avenue, New York, NY 10010, (800) 322-2885, or from the Securities and Exchange Commission, at their website, www.sec.gov. |
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