DALLAS, Feb. 21 /PRNewswire-FirstCall/ -- Eagle Materials Inc.
(NYSE: EXP and EXP.B) today announced that its Board of Directors has set a
record date and meeting date for Eagle's Special Meeting of Stockholders to be
held to consider eliminating Eagle's dual class stock structure. The Special
Meeting of Stockholders will be held on April 11, 2006, and holders of record
of Eagle's Common Stock and Class B Common Stock on the close of business on
February 28, 2006 will be entitled to vote in person or by proxy at the
special meeting. If the proposal to be considered at the Special Meeting is
approved, each share of Eagle's Common Stock and each share of Eagle's Class B
Common Stock would be reclassified on a one-for-one basis into a single share
of new common stock through an amendment to Eagle's Restated Certificate of
Incorporation. Shortly after the record date, Eagle will be filing with the
Securities and Exchange Commission its definitive proxy statement for this
Special Meeting and will commence mailing proxy soliciting materials to its
stockholders at such time.
Eagle Materials Inc. is a Dallas-based company that manufactures and
distributes Cement, Gypsum Wallboard, Recycled Paperboard, Concrete and
Aggregates.
Forward-Looking Statements. This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933,
Section 21E of the Securities Exchange Act of 1934 and the Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by
the context of the statement and generally arise when the Company is
discussing its beliefs, estimates or expectations. These statements are not
historical facts or guarantees of future performance but instead represent
only the Company's belief at the time the statements were made regarding
future events which are subject to certain risks, uncertainties and other
factors many of which are outside the Company's control. Actual results and
outcomes may differ materially from what is expressed or forecast in such
forward-looking statements. The principal risks and uncertainties that may
affect the proposed recombination include the fact that the recombination will
be subject to obtaining stockholder approval and other customary conditions.
Other risks and uncertainties that may affect the Company's actual performance
include the following: the cyclical and seasonal nature of the Company's
business; public infrastructure expenditures; adverse weather conditions;
availability of raw materials; changes in energy costs including, without
limitation, natural gas; changes in the cost and availability of
transportation; unexpected operational difficulties; governmental regulation
and changes in governmental and public policy; changes in economic conditions
specific to any one or more of the Company's markets; competition; announced
increases in capacity in the gypsum wallboard and cement industries; general
economic conditions; and interest rates. For example, increases in interest
rates, decreases in demand for construction materials or increases in the cost
of energy (including natural gas) could affect the revenues and operating
earnings of our operations. In addition, changes in national or regional
economic conditions and levels of infrastructure and construction spending
could also adversely affect the Company's result of operations. These and
other factors are described in the Company's Annual Report on Form 10-K for
the fiscal year ended March 31, 2005 and in its Quarterly Report on Form 10-Q
for the fiscal quarter ended December 31, 2005. These reports are filed with
the Securities and Exchange Commission. All forward-looking statements made
herein are made as of the date hereof, and the risk that actual results will
differ materially from expectations expressed herein will increase with the
passage of time. The Company undertakes no duty to update any forward-looking
statement to reflect future events or changes in the Company's expectations.
Additional Information and Where to Find It. In connection with the
proposal to eliminate Eagle's dual class structure (the "Reclassification
Proposal"), Eagle has filed a preliminary proxy statement with the Securities
and Exchange Commission and will be filing in the future a definitive proxy
statement with the Securities and Exchange Commission. INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ SUCH PRELIMINARY PROXY STATEMENT AT THIS TIME AND
TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT
DOES OR WILL CONTAIN IMPORTANT INFORMATION. Investors and other security
holders can obtain copies of the preliminary proxy statement free of charge
now or the definitive proxy statement free of charge when it becomes available
and may also obtain other documents filed by Eagle with the SEC by directing a
request to Eagle Materials Inc., Investor Relations, 3811 Turtle Creek Blvd.,
Suite 1100, Dallas, Texas 75219, Telephone: (214) 432-2000. You may also
obtain free copies of the preliminary proxy statement now or the definitive
proxy statement when it becomes available and other documents filed by Eagle
with the SEC by accessing the SEC's website at http://www.sec.gov., Eagle, its
directors, certain executive officers, and certain other employees may be
deemed under the rules of the SEC to be "participants in the solicitation" of
proxies from the security holders of Eagle in favor of the Reclassification
Proposal. Eagle's directors and executive officers beneficially own, in the
aggregate, less than 3% of the outstanding shares of Eagle common stock.
Security holders of Eagle may obtain additional information regarding the
interests of the "participants in the solicitation" by reading the preliminary
proxy statement relating to the Reclassification Proposal now or the
definitive proxy statement relating to the Reclassification Proposal when it
becomes available.
SOURCE Eagle Materials Inc.
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Related links:
http://www.eaglematerials.com
CONTACT:
Steven R. Rowley, President & CEO of Eagle
Materials Inc., or Arthur R. Zunker, Jr., Senior Vice President &
CFO of Eagle Materials Inc., +1-214-432-2000
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