Curtiss-Wright Corp. finally tipped its hand yesterday and said its board had authorized solication of proxies for election of an alternative slate of Kennecott Copper Corp. directors when the copper company holds its annual meeting on May 2.
The company said a majority of the 17 nominees have affiliation with Curtiss-Wright. But names of the nominees were immediately available from the company.
The New Jersey aerospace firm recently disclosed it had purchased 9.9 percent of Kennecott's shares and was conctors who would favor selling off certain Kennecott assets for the benefits of shareholders.
Yesterday Curtiss-Wright said its slate of directors is committed to selling Carborundum Co. which nenncott recently purchases for $567 million, part of the proceeds from its sale of the Peabody Coal Co. for $1.2 billion. The nominees believe, according to a statement, that Kennecott management should have used the $567 million directly for the benefit of shareholders.
There is considerable doubt, however, whether Curtiss-Wringt can proceed with a proxy fight.
There isconsiderable doubt, however, whether Curtis-Wright can proceed woth a proxy fight.
The Utah Department of Business Regulation has said that Curtiss-Wright's purchase of nearly 10 percent of Kennecott amounts to a tender offer and violates the states prenotification statue on takeovers.
A subsequent filing by Curtiss-Wright was ruled deficient by the state agency in Utah, where a large parto of Kennecott's domestic copper assets are located. And a temporary restraining order has been issued to prevent Curtiss-Wright from voting is Kennecott shares.
Meanwhile, Kennecott on Wednesday filed a broadly worded suit in federal court in New York charging certain of the statements Curtiss-Wright made in its filing with the Securities and Exchange Commission were false and misleading.
By saying that it might try to elect directors to Kennecott's broad who would approve a policy to sell assets, Curtiss-Wright's SEC filing was "calculated to mislead the public and other Kennecott shareholders to believe that substantial values underlying Kennecott shares - could be realizing by a sale," the Kennecott suit said.
Asked about the Utah action and the Kennecott suit, Curtiss-Wright treasurer Martin Sherry said the company was aware of both developments when it went ahead with its announcement yesterday, indicating that in his view neither would prove an impediment for a proxy fight.
Kennecott had no immeidate reaction to the Curtiss-Wright announcement.