The bitter battle for control of Texas International Co. by Dallas financier Jim Ling and his Miami-based associate remained unresolved today following a two-hour shareholders meeting in which officials were unable to tally proxies.
Beacuse of problems in eliminating duplicate and ineligible proxy votes, Ling's lawyers and officials of the $218 million oil and gas company agreed to adjourn the meeting until June 8.
Adjournment came after a lengthy meeting of stockholders marked by disagreement over the presence of a quorum and the absence of answers by top company officials to shareholders questions.
"I came here from Claifornia and I'm real disappointed nothing happened," one unidentified stockholder told Ling after the meeting. "I think management sidestepped their responsibilities."
Today's meeting was another round in a heated fight that began in March when Ling proposed that he and his Miami associates, John W. Bertoglio, buy Texas International for $171 million or $18 per share. Twice company officials have rejected the offers, saying Ling and Bertoglio lacked proper financial backing.
Ling and Bertoglio then formed a stockholders committee, on May 13, and nominated themselves and Ronald H. Shiftan, a general partner of Bear Stearns & Co. of New York, as directors. They proposed to stockholders that the company either be sold or its assets liquidated.
In the two weeks prior to today's meeting both the company and Ling have distributed proxies and numerous "fight letters" soliciting stockholders support.
During the stockholders meeting, which was delayed for more than two hours while Ling and Bertogliohs proxies were added to the company's to insure a qurorum, Texas International officials repeatedly referred shareholders to the company's proxy statement when asked questions.
Robert C. Gist, executive vice-president, told stockholders that company officials, including president and chairman George Platt, could not answer any questions beyond the proxy materials because of securities and exchange laws governing the release of information and because of two lawsuit pending in the takeover fight.
"Let me field this question for Mr. Platt and refer you to the proxy material," Gist said in response to a question. "I believe those materials are complete and it would be inappropriate to make any comments beyond that."
After answering another stockholder question with the same response the shareholder said, "that sounds like no answer to me. Why did we even come here if we can't get an answer"
On several occasions Ling, Bertoglio, Shiftan and their lawyers all spoke to stockholders and answered questions. Shiftan told the group that a Bear Sterns offer to finance the proposed acquistion "was as strong as we would have given General Motors."
One shareholder asked Ling why he had not made a tender offer for Texas International if he really had firm financial baking. "We made on offer that has adequate financial backing," he said. "We would not want to go through a tender offer and get 10 to 15 percent. We want the whole thing."
Following the meeting, Platt told reporters he "had nothing to hide" but had been advised by his lawyers not to respond to questions because of the pending lawsuits. "I just don't have any comment," he said as his lawyers surrounded him and attempted to field questions from reporters.
Ling, who wore a dark suit with a red pin-striped button-down shirt and sat almost expressionless throughout the entire meeting, told reporters and shareholders after the meeting that he was not surprised by the outcome and criticized Platt for not answering stockholder questions.
"If we lose this thing it will be an indictment of the free enterprise system," he said. "I think the fact that their chief executive wouldn't speak is indicative of something."