Move over, junk bonds. The old-fashioned proxy fight is making a comeback.

With uncertainty in financial markets and tough state antitakeover statutes making hostile takeovers financed with junk bonds more difficult, merger experts are predicting that aggressive investors increasingly will turn to proxy fights in 1988.

In a typical proxy fight, investors seek to gain control or influence the business strategy of a public company by nominating a slate of directors to run against management's slate at the company's annual meeting.

The proxy season, which revolves around annual meetings in the spring, is already off to a busy start.

On Monday, Chicago-based E-II Holdings and its chairman, Donald Kelly, proposed a slate of six directors to serve on the board of American Brands Inc., the company that owns Lucky Strike cigarettes and Swingline staplers. On Friday, Matrix Corp., the Orangeburg, N.Y., manufacturer of laser imagers, will try to defeat a dissident-shareholder group's proposed slate of directors at its annual meeting.

These proxy proposals are just the beginning, according to takeover lawyers, investor relations experts and corporate raiders, who said numerous proxy fights now in the planning stages will be launched in the months ahead.

"You will see a rash of them," said corporate raider Irwin Jacobs, who described an increase in proxy fights as "imminent."

State antitakeover statutes already enacted and under consideration have made hostile takeover bids opposed by the target companies so difficult that proxy fights become relatively more attractive, Jacobs said.

"I think everybody expects an increasing number of proxy contests," said Stuart Shapiro, a partner in the law firm of Skadden Arps Slate Meagher & Flom, which represents aggressive investors including E-II in the American Brands fight.

"The reason most often given is that money is harder to come by for tender offers {takeover offers to shareholders}, and the proxy contest is a lot cheaper than a tender offer as a means of geting control."

Shapiro said caution in financial markets following October's stock market collapse not only has made obtaining financing for hostile takeover more difficult but also has made "bust-up" takeovers that were predicated upon the rapid sale of the target company's assets less appealing.

"Proxy contests offer more limited risk in terms of financial exposure," Shapiro said.

In addition, fewer public companies are willing to pay "greenmail" to corporate raiders. In greenmail, corporate raiders buy a stake in a public company and then threaten a takeover or launch a hostile takeover bid.

Managements of the target company, eager to retain control, sometimes buy the raider's stock at a premium price, giving the raider a tidy profit, in return for a promise that the raider would not make another bid for the company.

Corporations often found that paying greenmail to raiders only encouraged other takeover bids, so its popularity has declined. The investor relations director at Matrix Corp., Evelyn Bishop, said the investor group that is waging a proxy fight for control of the company received greenmail about a dozen times in recent years.

Bishop said that the group, which includes raider Natalie Koether, launched the proxy fight after Matrix refused to meet to discuss greenmail or any other possibilities.

A key difference in proxy fights this year will be that dissident shareholder groups will submit detailed plans to restructure companies, according to Dennis Mensch, executive vice president of the Carter Organization, a firm specializing in takeovers and investor relations.

Mensch said that in years past, dissident shareholder groups would submit a slate of directors and propose to operate companies better than current management.

These days, however, the dissident groups offer more specific plans, he said, adding that the decline in stock prices has encouraged proxy fights as a way to pressure management to take steps that would boost stock prices. Shareholders who suffered paper losses in the market collapse are receptive to alternative director slates, Mensch said.

Wall Street will be watching to see whether large institutional shareholders back incumbent managements or dissident investors this spring. Increasingly, giant insurance companies and pension funds are opposing management; institutions have proposed shareholder resolutions challenging antitakeover devices in place at Bethesda-based Martin Marietta Corp. and many other companies.

Aggressive cash takeover bids such as Hoffman-La Roche & Co.'s hostile offer this week for Sterling Drug are expected to continue to be the fastest way to seize control of companies in many cases.

But in 1988, with obstacles blocking hostile cash bids in many states, "what better way to do it then to launch a proxy fight and put your own board in there," said D.F. King vice president Richard DeMay.