Uniroyal Holders Approve Anti-Takeover Measures

Uniroyal said Thursday that a certified tally showed that stockholders narrowly approved two anti-takeover measures opposed by financier Carl C. Icahn, who is pursuing a bid for the rubber company.

The fight now will move into the courts, where Icahn is challenging the vote-count procedure. He contends that some of the votes cast for shares owned by his companies were unfairly disallowed.

Uniroyal, which had repeatedly reopened and recessed its annual meeting the past two weeks awaiting a final vote count, said the measures were approved by just over 67% of the shares voted. The measures required a two-thirds majority, or 66.7%, to take effect.

Trial Begins Monday

Icahn had no comment, his secretary said. But Icahn previously said he would drop the effort to buy a controlling interest in Uniroyal if the anti-takeover measures took effect.

Uniroyal, based in Middlebury, Conn., said a trial is scheduled to begin Monday in a New Jersey Superior Court on Icahn’s challenge to the final tally as reported by Corporation Trust, a Delaware bank that specializes in certifying such votes.

Uniroyal’s chairman, Joseph P. Flannery, said in the statement: “We are obviously pleased that the vote as certified by inspectors shows that shareholders have adopted these amendments. It represents a vote of confidence in the management and board of Uniroyal.

“We will continue to do everything possible to demonstrate to shareholders that we are acting in their best interests in order to maximize their investment in Uniroyal.”

Uniroyal had said last week that a preliminary count of the votes cast at the April 16 annual meeting showed the measures just passing.

Icahn announced April 10 that he was making an $18-a-share offer for up to 53% of Uniroyal’s 34 million shares.

Icahn already owns about 10% of Uniroyal. He has said that he tried to make a friendly offer to purchase all of the company but that he was rebuffed by Uniroyal’s directors.

The anti-takeover measures, which were proposed by the company before Icahn began his bid, would make it difficult for anybody to gain control of Uniroyal without the approval of the board of directors.

‘Fair Price’ Provision

One would stagger the terms of Uniroyal’s 12 directors and require that changes in corporate bylaws governing mergers be made only with an 80% favorable vote by stockholders.

Another, called a “fair price” provision, would require that all shareholders receive the same price for their stock under the same conditions in any takeover.

Icahn said that, if he succeeded in obtaining 53% of Uniroyal’s stock, he would then merge the company with one of his companies and give the remaining stockholders securities worth $18 for each share. The purchase would be made through Robin Acquisition Corp., a Delaware corporation formed by Icahn specifically for the attempted buy-out of Uniroyal.