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SOUTHDOWN SHAREHOLDERS COMMITTEE LAUNCHES PROXY CONTEST

 SAN FRANCISCO, April 12 /PRNewswire/ -- The Southdown Shareholders Committee announced today that it has commenced a proxy solicitation to elect three independent directors to Southdown, Inc.'s (NYSE: SDW) board of directors at the annual meeting to be held on May 20, 1993, in Houston. As adviser to and for the benefit of the Carpenter's Pension Trust for Southern California, Committee member Richard C. Blum & Associates, Inc., beneficially owns 2,521,600 shares, approximately 14.7 percent of the total outstanding.
 Colin Lind, managing director of Richard C. Blum & Associates, stated, "As investment advisory fiduciaries to Southdown's largest shareholder, the Pension Trust, we have lost confidence in the ability or inclination of Southdown's insider-dominated board to effectively oversee management. These directors must share responsibility for the company's failed business strategy which has left Southdown in a precarious financial condition.
 "Southdown is a classic example of what growing shareholder activism is all about: an underinvested, poorly performing management taking care of themselves at the expense of shareholders.
 "We have decided to take this highly unusual step to solicit proxies because our attempts to add independent directors through private negotiations were rebuffed. Southdown urgently needs new directors who are knowledgeable about the company's main cement business and sufficiently independent of the current regime to effectively oversee management and redirect Southdown back towards financial health."
 One of management's directors up for reelection is the current non-executive chairman, G. Walter Loewenbaum II. Under the regime of Loewenbaum and C. Comer, Southdown's CEO, which dates back to 1987, shareholders have suffered greatly, according to Mr. Lind:
 -- Steadily declining earnings and large losses that in 1991 and 1992 have totalled almost $85 million from continuing operations.
 -- Failed and costly diversification strategy into hazardous waste disposal.
 -- An overleveraged balance sheet with expensive debt.
 -- Pressure to sell important cement assets at an inopportune time.
 -- Under-investment in Southdown's key asset, the core cement business.
 -- Excessive compensation and grants of stock options to senior executives.
 -- Depressed stock price and elimination of common stock dividends.
 Mr. Loewenbaum, on the other hand, continued Mr. Lind, who is not even an employee of Southdown, has enriched himself over that same period by:
 -- After four years as non-executive chairman -- with his personal board fees averaging $45,500 per year, his direct board compensation was suddenly increased to $250,000 per year in 1991 and 1992, the same years Southdown suffered multi-million dollar losses. Under recent pressure from the Pension Trust Co-Chairman Ronald N. Tutor, his fees will be reduced to $150,000 in 1993.
 -- Approximately $5 million of Southdown related payments to his investment banking firms, of which he received a substantial portion personally.
 Mr. Lind concluded, "In an effort to protect the Pension Trust's $40 million investment, the Committee proposes three nominees with strong cement industry experience who are independent of Loewenbaum and Comer. Not one of management's three nominees has such experience."
 The nominees include Ronald N. Tutor, for 21 years the president of one of the largest public works contracting firms in the West, also co-chairman of the Pension Trust; Robert J. Slater, former chairman of Medusa Corporation, a major U.S. cement company; and Stephen B. Oresman, a management consultant with almost 20 years of experience at Booz, Allen and Hamilton, Inc., with extensive consulting experience in the cement industry in particular.
 Mr. Lind stated, "The Committee's nominees will ask for the creation of a Strategic Planning Committee of the board to thoroughly review the business strategy and a Corporate Governance Committee of the board to examine carefully all of the anti-shareholder measures adopted by the company. Once these reviews are completed, clear recommendations will be made to the full board for immediate action.
 "We draw no comfort from current management's suggestions to shareholders that the company is well-positioned for an economic upturn. Southdown is clearly a troubled company that needs help. We have no other agenda except to protect and enhance our investment for all shareholders, in a revitalized company. We do not seek control of Southdown for ourselves or anyone else."
 -0- 4/12/93
 /NOTE TO EDITORS: Set forth below in the Appendix is certain information, in accordance with the requirements of the Securities and Exchange Commission, regarding the Southdown Shareholders Committee and the other participants in its solicitation.
 APPENDIX
 Richard C. Blum & Associates, an investment advisor, and the beneficial owner of 2,521,600 shares of common stock of Southdown, including 158,000 shares that could be acquired upon the conversion of 63,200 shares of Series B convertible exchangeable preferred stock of Southdown.
 Richard C. Blum, chairman and director of Richard C. Blum & Associates.
 Carpenters Pension Trust for Southern California; the Pension Trust is the owner of all the shares of Southdown beneficially owned by Richard C. Blum & Associates.
 Providence Capital, Inc., is an investment banking firm, retained for financial advisory and solicitation services by Richard C. Blum & Associates.
 Ronald N. Tutor, president of Tutor-Saliba Corporation, one of the largest public works contracting firms in the Western United States; co-chairman of the Pension Trust; director of Southdown since 1992; beneficial owner of 2,500 shares of common stock by virtue of 10,000 options which were granted to him upon his election, of which 2,500 are presently vested; a nominee of the committee for election to the Southdown board.
 Stephen B. Oresman, owner and president, Saltash Ltd., a consulting firm; a nominee of the Committee for election to the Southdown board; director of Cleveland-Cliffs Inc. (NYSE: CLF) and Grossman's Inc. (NASDAQlection to the Southdown board; director of National Intergroup, Inc. (NYSE: NII) and National Steel Corporation./
 /CONTACT: Daniel H. Burch or Stanley J. Kay of MacKenzie Partners, 212-929-5500, for the Southdown Shareholders Committee/
 (SDW)


CO: Southdown Shareholders Committee; Southdown, Inc. ST: California IN: CST SU:

GK-OS -- NY027 -- 4702 04/12/93 10:49 EDT
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Date:Apr 12, 1993
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