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Shareholders of USX to Vote on Icahn Proposal

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From Associated Press

USX Corp. said today it has agreed to let shareholders vote on a resolution by takeover strategist Carl Icahn proposing the company sell 80% of its steel division.

The company said in a statement it opposes the resolution as not in the best interests of stockholders. The resolution is non-binding and does not say how shares in the division would be sold, said USX spokesman William Keslar.

“We could sell it either through a public offering or shareholders,” he said. “It would be sold somehow.”

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Keslar said shareholders could receive the proxy material within the next 10 days.

The announcement came as a deadline requiring advance notice of proxy fights against USX approached today.

Icahn, USX’s largest shareholder, did not immediately return calls seeking comment.

Under a USX bylaw amendment approved in January, Icahn was required to tell the company by the close of business today whether he will nominate his own slate of directors at USX’s annual meeting May 7.

Under terms of the agreement, Icahn will not nominate directors or submit other matters for consideration at the meeting, USX said.

Chairman Charles A. Corry had said the steel, oil and gas giant’s 60-day notice was adopted “to prevent someone from raising havoc at the last moment.”

Icahn, who owns about 34 million, or 13.26%, of the company’s outstanding common shares, has long been unhappy with USX management and believes the company’s stock price is too low.

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