Phillips Petroleum Co. said yesterday it would announce early next week the results of shareholder voting on a controversial proposal for recapitalization of the company. Voting on the proposal is to end today, the company said.
Wall Street sources say the company has fallen several million shareholder votes short of the roughly 78 million it needs to pass the recapitalization. A defeat would leave the company vulnerable to a takeover attempt from New York financier Carl C. Icahn, who has said that he would offer a total of $8.5 billion for the company -- an average of $55 a share -- if the recapitalization plan fails. Phillips has valued the recapitalization plan at $53 a share, a level Icahn and many Wall Street experts believe is unrealistically high.
Phillips officials have declined to comment on how the vote count is going, except to say they are optimistic. The company also has not said what actions it would take to defend itself against a raid from Icahn if the recapitalization plan is defeated.
Phillips was to have reconvened today a shareholder meeting it adjourned last week in order to announce the outcome of the voting. But in a short announcement, it said that the meeting would be only a brief session to schedule the announcement of the outcome, probably Sunday or Monday.
Meanwhile, a disgruntled Phillips shareholder charged yesterday in the latest round of an ongoing suit in a Delaware court that the company had engaged in "gross manipulation of Phillips' election machinery" by allowing shareholders to vote as late as today.
"Phillips refuses to submit to a count, but instead, having failed to muster the necessary votes at the meeting, is seeking through tactical maneuvers to create a further opportunity to round up the necessary votes," Albert Edelman said in a brief filed in Chancery Court in Wilmington. Phillips denied the charges in a response filed later in the day.