DALLAS, March 2 /PRNewswire-FirstCall/ -- Eagle Materials Inc.
(NYSE: EXP and EXP.B) today announced that it has re-set the record date for
Eagle's Special Meeting of Stockholders to be held to consider eliminating
Eagle's dual class stock structure to March 8, 2006. The Special Meeting of
Stockholders will still be held on April 11, 2006. The record date was re-set
to avoid certain technical issues resulting from Eagle's recently completed
stock split that could affect the ability of stockholders to vote their
shares. Only holders of record of Eagle's Common Stock and Class B Common
Stock at the close of business on March 8, 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 file 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 reclassification include the fact that the
reclassification will be subject to obtaining stockholder approval and other
customary conditions. 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, or Arthur
R. Zunker, Jr., Senior Vice President & CFO, both of Eagle
Materials Inc., +1-214-432-2000
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