Shareholders back Gulf, but maverick oilman refuses to give up

Gulf may have won the battle. But maverick oilman T. Boone Pickens Jr. will at least be prolonging the war. Shareholders have voted to support Gulf Oil Corporation's controversial move to reincorporate in Delaware, according to a preliminary tally. That appears to have scotched Mr. Pickens's attempt to gain seats on Gulf's board of directors and campaign from there for corporate reorganization.

Just hours before the tally was released, the Gulf Investors Group, which Mr. Pickens heads, submitted to the company's board his formal proposal to break up Gulf by spinning off a royalty trust - a proposal that reincorporation was intended to forestall. Mr. Pickens's next move will be to buy more Gulf stock and win over other shareholders in advance of the oil company's annual meeting in May.

''We will continue to pursue the royalty trust concept as in the past, and we will continue to purchase stock,'' says David Batchelder, vice-president for finance of Mesa Petroleum Company, the Amarillo, Texas, concern of which Mr. Pickens is chairman. ''We are committed up to $1.1 billion, and we have spent $ 960 million. That leaves $140 million to go.''

The group now owns 13.2 percent of Gulf's common shares; shares bought with that last $140 million would bring the group's slice of the whole up to about 15 percent.

Reincorporation, the keystone of Gulf's strategy to counter the Pickens contingent, was endorsed by the holders of 52.7 percent of Gulf common shares, in a special Dec. 2 balloting. Preliminary figures were released Dec. 30; final totals are expected Jan. 18.

''It was an uphill battle,'' says Gulf spokesman Keith F. Anderson, noting that reincorporating required the approval of a majority not just of shares voted, but of shares outstanding. What he called an unprecedented 86 percent of all shares were voted. ''We are confident that a majority of shareholders will support us,'' says Mr. Anderson.

Incorporation under the laws of Delaware would allow Pittsburgh-based Gulf to drop a provision which enables shareholders to pool their votes for a single board member. Without cumulative voting, the Gulf Investors Group will be hard pressed to gain one seat.

Under Pickens's royalty trust proposal - used with apparent success at Mesa - Gulf would spin off its cash-rich oil and gas production operations, leaving a leaner corporation with a closer ratio of cash flow to energy reserves. As a result, the theory goes, the royalty trust would make money, and Gulf stock would rise in value. Gulf has denied that the concept would work.

Royalty trusts have been set up before but never with such a big, vertically integrated company as Gulf, the nation's No. 6 oil company. Gulf's Mr. Anderson notes that the preliminary vote count ''does send a clear signal to the board'' opposing the royalty trust concept.

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