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Speculation Grows on What Icahn Will Do With Shares : Texaco Claims Bigger Win in Board Vote

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Times Staff Writer

Texaco said an official preliminary count confirmed that the company handily defeated corporate raider Carl C. Icahn’s attempt last month to gain five seats on Texaco’s board.

Texaco said the preliminary count showed that the vote was 58.6% for the company’s nominees, against 41.4% for Icahn’s slate. The margin was somewhat bigger than expected, according to securities analysts who follow Texaco.

Meanwhile, anticipation has been growing about what Icahn will do with his 14.8% stake in the oil company. Wednesday will mark the end of a six-month waiting period required by law, after which Icahn will be free to sell his shares without any restrictions.

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In a statement, Icahn said “there are a myriad of options open to us,” and that “we have not yet determined which one we will follow.” A Texaco spokeswoman said she didn’t have any information about what Icahn’s plans are.

A spokesman for Icahn on Monday didn’t dispute the preliminary count from last month’s proxy battle. A Texaco official said the count by Texaco’s inspector of elections, Corporation Trust Co. of Wilmington, Del., showed that of the 201.1 million shares voted for directors, 117.8 million went to management’s candidates and 83.2 million to Icahn’s. Texaco has 242.9 million shares outstanding.

The tally will become final if it’s not challenged by either side. Spokesmen for both sides said a challenge is unlikely.

Texaco stock gained 37.5 cents to close at $45.75 in composite New York Stock Exchange trading, with 1.3 million shares changing hands.

After Texaco’s June 7 annual meeting, Texaco President James W. Kinnear had claimed that Icahn had been defeated by a wide margin. But no actual figures were released until Monday. The figures support Kinnear’s claim last month that no single block of shares had been crucial to the outcome.

At the time of the vote, there was speculation that the vote for management by the leveraged buyout firm Kohlberg Kravis Roberts & Co. might have been crucial. Although Kohlberg Kravis had sold off most of its 4.9% stake in the company shortly before the annual meeting, it had retained the right to vote them.

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In a statement Monday, Kinnear said, “This substantial victory margin is the result of widespread support among all Texaco stockholders.” He said the company would now focus efforts on carrying out its previously announced restructuring plan.

Icahn, in his statement, said, “We obviously regret that we lost, but we hope that management will do as they said and work to enhance stockholder value.”

Texaco also announced that an anti-takeover measure proposed by management had failed to gain the required approval.

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