Bendix Corp. has asked a federal appeals court in New York to overturn a lower court ruling that allowed Citibank, the trustee of Bendix's employe stock ownership plan, to pledge the plan's 4.5 million shares to Martin Marietta Corp.
A U.S. district court judge last week said Citibank could pledge the shares if it allowed the Bendix employes who hold stock in the plan to withdraw their shares from Marietta.
Last week Bendix bought 58 percent of Marietta, which in turn has been offered 63 percent of Bendix. Marietta is to begin buying Bendix stock Thursday.
In its appeal filed Saturday, Bendix asked that the Citibank block of stock be withdrawn and that individual shareholders be given the option of pledging their shares to Marietta if they desire.
The case, which is to be heard Tuesday, joins other legal actions in the takeover battle, which includes a third player. United Technologies Corp., allying with Marietta, made its own offer for Bendix.
Bendix will argue in federal district court in Baltimore today that Marietta should be enjoined from continuing its offer because Bendix owns most of Marietta. Bendix is also asking that Marietta be forced to hold a special shareholders meeting Sept. 30 to vote in a slate of Bendix-picked directors.
Also due today is a decision by a state court in Delaware on Marietta's request to block a special Bendix shareholder's meeting scheduled for Tuesday. Bendix has called the meeting to vote on changes in its charter that would make a takeover of the company more difficult.