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SOUTHDOWN AND SHAREHOLDERS COMMITTEE SETTLE PROXY CONTEST

 HOUSTON, April 19 /PRNewswire/ -- Southdown, Inc. (NYSE: SDW) and the Southdown, Inc. shareholders committee reported an agreement on a settlement terminating a proxy contest by the committee. Both Clarence C. Comer, Southdown's president, and Richard C. Blum, the committee's founder, expressed satisfaction that an amicable constructive resolution had been achieved.
 Under the agreement the Southdown board will be expanded from nine to 12. This will mean that six, rather than three directors will be elected at the May 20, 1993 shareholders' meeting: management's three nominees - consisting of current directors G. Walter Loewenbaum II, the current board chairman, and Michael A. Nicolais and Frank J. Ryan, a new director - as well as three supported by the shareholders committee - Ronald N. Tutor, a current director and co-chairman of the Carpenters Pension Trust for Southern California, Robert J. Slater, a former president of Medusa Cement Corporation, and Steven Wolitzer, a managing director of Lehman Brothers, also supported by management. Messrs. Nicolais, Ryan, Tutor, Slater, Wolitzer and Fentress Bracewell, an incumbent not up for reelection, will be then nominating committee of the board. Blum and the Pension Trust have agreed to support the board's nominees in both this and next year's election.
 Southdown's President, Comer stated: "We have never had any hesitancy adding qualified independent directors to our board. We are pleased with the quality of the entire slate and look forward to their constructive contributions. We also are committed to developing a constructive relationship with the Pension Trust. Equally important, we are pleased to have entered into an agreement that serves the interests of all shareholders by ending a distracting fight and enabling management to focus on positioning the company for a return to profitability as the economy rebounds."
 Speaking for the shareholders committee, Blum expressed satisfaction that four new independent directors will be added. He stated: "We expect that these four new directors, in addition to Mr. Tutor and the other independent board members, will play an active role in board oversight, contributing to the interest of all of Southdown's shareholders."
 -0- 04/19/93
 /CONTACT: James L. Persky or Karen A. Twitchell of Southdown, Inc., 713-653-8017/
 (SDW)


CO: Southdown, Inc. ST: Texas IN: CST SU:

AH -- NY054 -- 7266 04/19/93 10:14 EDT
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Publication:PR Newswire
Date:Apr 19, 1993
Words:373
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