Financier Carl C. Icahn said yesterday he will seek approval of Phillips Petroleum Co. shareholders to remove the company's board and replace it with a group of directors of his choosing.
But Icahn's other attempts to grab control at Phillips hit a roadblock as state courts in Oklahoma, where Phillips is based, issued temporary restraining orders blocking his $8.5 billion takeover offer for the company.
Meanwhile, Phillips said its outside directors had reaffirmed their support of the company's fight against Icahn by voting unanimously in favor of Phillips' controversial recapitalization plan, which Icahn opposes. Phillips shareholders are to vote next week on that plan, which would exchange stock for debt.
Icahn, who said in a filing with the Securities and Exchange Commission yesterday that he and a group of affiliated investors own about 5 percent of Phillips, said he would solicit proxy ballots from Phillips shareholders to vote against the recapitalization proposal and then to unseat Phillips' board of directors and replace it with a group including Icahn and his associates. The filing did not say when Icahn would begin the proxy contest to remove the board.
In addition to his proxy fights, Icahn is mounting a tender offer for Phillips stock in which, in his latest proposal, he is offering $60 a share for about half the company and $50 a share for the rest. Analysts have questioned his ability to raise enough money to make the acquisition, but the bid could be postponed for a while by legal battles.
Judges in Pryor and Bartlesville, Okla. -- the latter is Phillips' home town -- ruled late Tuesday on suits brought by a group of Phillips product wholesalers and a group of stockholders, respectively. The judges barred Icahn from proceeding with his offer for the company pending a hearing next Wednesday, two days before the stockholders' meeting.
Icahn's lawyers said they would appeal the orders. Icahn's offer is not scheduled to start, in any event, until after the stockholders' meeting, and is contingent on the defeat of the recapitalization proposal.
The recapitalization plan is part of a peace agreement reached by Phillips last December that ended another takeover bid by Mesa Petroleum Co. Chairman T. Boone Pickens Jr. Phillips has argued that after recapitalization, its stock should be worth about $53 a share, but Icahn and some other experts believe that estimate is over-optimistic.