Texaco Inc. has sued Carl Icahn, its largest shareholder, charging he misled Texaco management and shareholders in order to acquire the company or force it to buy back his shares at an exorbitant price.
The giant oil company, which emerged from nearly a year of bankruptcy proceedings early last month, asked a federal judge in White Plains, N.Y., to bar Icahn from soliciting shareholder votes, voting shares he owns or acquiring additional Texaco shares.A spokesman for Icahn said he had not yet seen the suit and had no comment.
Icahn, who holds nearly 15 percent of Texaco's shares, has nominated a slate of directors in elections to be held at the company's annual meeting set for June 7 in Tulsa, Okla. Texaco asked the court to void the nomination, which it said violates the company's bylaws.
In the suit filed Tuesday, Texaco alleged that Icahn and his associates repeatedly lied in Securities and Exchange Commission filings, published letters and news releases in an effort to force the liquidation of the company, to acquire it and then sell off its assets or to extract "greenmail" payments for his holdings.
Their purpose was to obtain "vast profits for themselves in disregard of federal law and the long-term interest of Texaco's shareholders," the suit charged.
Texaco said Icahn broke the law by lying under oath during the company's bankruptcy proceedings, by failing to disclose that he himself was under investigation by the SEC and by trying to manipulate Texaco's stock price.
It said Icahn's nominations of directors are illegal because they inadequately disclose "the history of violations of the securities laws by Icahn and his affiliates."
"Texaco cannot stand by while Carl Icahn misleads its shareholders, manipulates the market for its stock, and continues a pattern of activities aimed at obstructing a prompt and aggressive restructuring," Texaco said in a prepared release, upon which it declined to elaborate.
It added that it would "take whatever action is necessary to protect the interests" of its shareholders.