Icahn May Have Own Plan for Texaco Reorganization

Financier Carl C. Icahn has threatened to disrupt Texaco Inc.’s settlement of its multibillion-dollar feud with Pennzoil Co. by suggesting that he may propose his own bankruptcy reorganization for the nation’s third-largest oil company.

Icahn, Texaco’s largest shareholder, disclosed the suggestion in a filing with the Securities and Exchange Commission on Wednesday and said unidentified parties had approached him to express interest in buying part or all of Texaco.

Texaco denounced Icahn’s latest move, which came a few days after the company settled Pennzoil’s historic $10.3-billion court judgment by agreeing to pay the smaller rival $3 billion in cash.

The feud dates back almost four years, when Texaco acquired Getty Oil Co. after Pennzoil already had an agreement to acquire parts of Getty.

A Texas jury ruled in 1985 that Texaco unfairly sabotaged Pennzoil’s plans and awarded Pennzoil the record judgment.

The settlement was part of a plan reached after exhaustive wrangling to extricate Texaco from court protection under Chapter 11 of the federal bankruptcy law, which it sought in April because of the judgment.

Industry analysts and Texaco insiders portrayed Icahn’s move as aimed at forcing the management to scrap anti-takeover provisions in the company charter and to give him a more powerful role in Texaco’s fate.

They did not rule out the possibility that Icahn’s goal was a takeover. The financier controls 12.3% of Texaco’s 242.8 million shares outstanding.

“In today’s environment, if somebody comes up with something real good, shareholders go with it,” said Jack Aydin, who follows Texaco for the securities firm McDonald & Co. “If I were management, I’d be thinking twice.”

In trading on the New York Stock Exchange, Texaco stock rose 62.5 cents a share Thursday to $38.625, and Pennzoil rose 12.5 cents a share to $74.75.

A Texaco source who is close to the settlement process and who agreed to discuss the matter only if granted anonymity said that if “Icahn were to float another plan . . . it would really throw the whole thing into disarray.”

Texaco said in a statement from its White Plains, N.Y., headquarters that filing of a competing reorganization plan would obstruct efforts to move quickly with a reorganization plan that would improve shareholder value.

In Houston, Pennzoil spokesman Robert Harper did not return calls to his office and home seeking comment.

Icahn also did not return calls. But a source close to Icahn who spoke on condition of anonymity said the financier wanted Texaco to abandon staggered terms for its directors and to require a vote of only 10% of company shares to call a special stockholders meeting. With his 12.3% stake, that would enable him to call a special meeting at any time.

Icahn’s filing with the SEC, announcing his possible intentions with regard to the reorganization plan and the contacts by possible purchasers of the company, came in the form of an amendment to an earlier document filed in connection with his purchase of more Texaco stock.

Texaco’s shareholders committee, which played a key role in the settlement reached Saturday with Pennzoil, was not informed of Icahn’s filing, said Dennis O’Dea, the committee’s lawyer.

O’Dea said he thought it unlikely that Icahn would propose a rival reorganization plan, partly because of procedural hurdles such as the required approval by two-thirds of the shareholders and by U.S. Bankruptcy Judge Howard Schwartzberg.

O’Dea also said that if Icahn proposed a competing plan, it would almost certainly provide for the same $3-billion payment to Pennzoil, which has indicated a desire not to become embroiled in any fight between Texaco shareholders and management.

“Pennzoil wants to get paid,” O’Dea said.