The names of the 17 directors the Curtiss-Wright Corp. is proposing to replace the current board of Kennecott Copper Corp. became public yesterday.
As expected, Curtiss-Wright Chairman T. Roland Berner is on the list, along with two other directors of the New Jersey aerospace concern.
The 17 names also include George S. Moore, the former chairman of Citibank and currently a partner with White, Weld, the investment banking firm, and Robert S. Meyner, the former New Jersey governor who is now a director of Prudential Insurance and Engelhard Minerals and Chemicals Corp.
There are also three proposed directors who have connections with Washington-based Martin Marietta Corp. They are former Martin Marietta Chairman George M. Bunker, John E. Grunow, the head of the company's cement division, and Frank M. Ewing, a Washington-area real estate and building executive who sits on the Martin Marietta Board.
The slate of directors to be offered in the proxy battle for control of Kenecott now shaping up was quietly filed by Curtiss-Wright with the Securities and Exchange Coimmission late Friday just before the Easter holiday weekend. Only the names and no affiliations or descriptions of the proposed directors were included in the amendment to an earlier proxy filing.
Under pressure from the SEC, Curtiss-Wright had earlier amended a filing with the commission to disclose that officials of the company on March 15 met with top Kennecott executives seeking seats on the Kennecott board. The company at the time was already in possession of nearly 10 percent of Kennecott's stock and was threatening the proxy fight now under way.
Kennecott never directly turned down the Curtiss-Wright offer but responded on March 17 by sending out the proxy materials for its May 2 annual meeting which did not include the director names Curtiss-Wright wanted.
Meanwhile, in another development in the building proxy battle, a Utah state judge last Friday issued a "show cuase" order asking Curtiss-Wright to explain why it "may be consciously disregarding" a temporary restraining order issued by the court enjoying Curtiss-Wright from going ahead with any proxy solicitation plan.
Utah State Court Judge David K. Winder threatened Curtiss-Wright with criminal and civil penalties if he found the company was in contempt of court.
"We will not say anything about that," was the only comment from Curtiss-Wright treasurer and spokesman Martin Sherry.
The basis of the temporary restraining order was a claim by the business commissioner of Utah, where a large part of Kennecott's domestic copper assets are located, that Curtiss-Wright failed to make the prenotification announcement required by Utahs corporate takeover statue.
Curtiss-Wright reportedly feels that the Utah statute may be void because of a recently federal ruling on another state takeover law which said that it tended to protect entrenched management more than shareholders of a company.
Other nominees for Kennecott directors include:
Francis E. Baker Jr., president of Data-Light Corp. of Bloomfield, Conn.; John S. Bull, a former astronaut; Dr. Novice G. Fawcett, president emeritus of Ohio State University; Stephen Furbacher, former president of Amax Aluminum, and currently president of Neptune Meter Co.; Fred M. Kirby II, chairman and President of Alleghany Corp.
Donald M. Liddle Jr., a retired investment counsellor; Kenneth D. McCormick, former editor-in-chief with Doubleday; William F. Raborn Jr., former vice admiral and CIA director and now director of Aerojet General Corp. and Avveco Corp.; Thomas Rudel, chairman of SIP Corp.; Lloyd H. Smith, a Houston independent oil and gas producer, who is also a Curtiss-Wright director; and Edward E. White, a civil engineer, chairman of Spencer. White & Premtis Inc., and another Curtiss-Wright director.