Leading Independent Proxy Advisory Firm Endorses Committee to Restore Shareholder Value in Proxy Contest.Business Editors HOUSTON--(BUSINESS WIRE)--May 22, 2001 The Committee To Restore Shareholder Value announced today that it has received the endorsement of Institutional Shareholder Services (ISS ISS See Institutional Shareholder Services (ISS). ) in connection with its proxy contest Proxy contest A battle for the control of a firm in which a dissident group seeks, from the firm's other shareholders, the right to vote those shareholders' shares in favor of the dissident group's slate of directors. Also called proxy fights. to elect its nominees to the Board of Trust Managers 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 ) and to amend Section 3.3 of the by-laws at the company's annual meeting on May 30. ISS recommends that shareholders vote the GREEN proxy card for the Committee. ISS is a leading independent proxy advisory firm located in Rockville, MD. ISS advises several hundred of the country's largest institutions, pension funds and money managers on voting in contested situations. In a report to its clients published today, ISS set forth its endorsement of the Committee's nominees by stating: "UIRT's stock price has floundered considerably since its initial public offering and shareholders clearly have not shared in the run up of stocks that comprise the company's peer group indices. Other than a proposed sale of the entire company, the current board and management offer no other strategies that represent a departure from the status quo [Latin, The existing state of things at any given date.] Status quo ante bellum means the state of things before the war. The status quo to be preserved by a preliminary injunction is the last actual, peaceable, uncontested status which preceded the pending controversy. . Additionally, due to UIRT's affiliation with FCA FCA Abbreviation for the Free Carrier , the fact that an investment banker was not retained until the dissidents initiated action against the company, and the company's recent adoption of a shareholder rights plan, there is some question as to the independence of the current board and its commitment to affect a sale of the company. On the other hand, all of the dissident director nominees appear to be independent and well qualified with industry-related experience. In light of management's assertion that potential buyers may be unwilling to make an offer until the pending 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. against the company is resolved, the election of the dissident board should not hinder the sale of the company since such election should effectively end the litigation. Moreover, if the dissident nominees are unable to affect a sale of the company, we believe that their past experience and qualifications will bring a new perspective to the management of this company that may be more effective at maximizing shareholder value than the strategies currently in effect." ISS also endorsed the Committee's proposed amendment to Section 3.3 of the By-Laws by stating: "ISS is opposed to any provision in a company's charter or bylaws The rules and regulations enacted by an association or a corporation to provide a framework for its operation and management. Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers, duties, and grounds for the dissolution of an that essentially provides a board of nominee or group of board nominees a decided advantage over remaining nominees." David Glatstein, a member of the Committee and one of the Committee's nominees stated, "We believe that the ringing endorsement received from the independent and prominent advisory firm, ISS, is further evidence pointing to removal of the existing Trust Managers and amendment of Section 3.3 of the By-Laws. Time is short, we hope and believe that fellow stockholders will follow ISS's recommendations and vote the GREEN proxy card in favor of the Committee's proposals." |
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