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Pickens Won’t Take Part In Koito Meeting

October 5, 1989

DALLAS (AP) _ Texas oilman T. Boone Pickens says he won’t take part in a special shareholders meeting of a Japanese autoparts maker, saying he thinks management is plotting to manipulate the outcome.

Pickens said he will instead look for other ways to establish his rights as the company’s largest shareholder.

″We will not take part in a special sham shareholders meeting,″ Pickens said. Pickens has invested more than $1 billion to acquire a 26 percent stake in the company.

After upping his stock from 20 percent, Pickens indicated last month he might call for a special meeting. But Pickens said Wednesday, ″Koito Chairman Takao Matsuura and Toyota are already conspiring to orchestrate the meeting to a predetermined conclusion.″

Toyota Motor Co. is the major customer for the headlights Koito manufactures, and several Koito board members are current or former Toyota executives. Koito disputes Pickens’ contention, however, that Toyota controls three board seats.

″The recent actions of Koito, Toyota and other shareholders reinforce our assessment of Japan’s rigged corporate system, a system that is closed to outsiders,″ Pickens said.

In Tokyo today, Koito and Toyota officials denied they were conspiring against Pickens by planning a shareholders meeting.

″Suggesting that our company and Toyota Motor are conspiring (against Pickens) is contrary to the facts and absolutely groundless,″ Koito President Takao Matsuura said in a statement.

At Toyota, spokesman Andrew Pfeiffenberger said, ″We are not moving Koito. Koito is its own company.″

Sidney L. Tassin, a partner in Boone Co., Pickens’ Dallas-based investment arm, said, ″They’ve already got everybody lined up over there to defend against a shareholder meeting. It’s clear that that will not be an effective event. We’re going to try some other angles.″

Since becoming Koito’s largest shareholder earlier this year, Pickens has been rebuffed in attempts to gain seats on the 20-member board. He has said the actions indicate that Japan is closed to foreign investors.

Pickens also has asked the board to increase its dividends through distributing about $8 million the company received from Japanese investor Kitaro Watanabe, who was ordered to return profits from speculating in the company’s stock. Pickens bought most of his Koito holdings from Watanabe or affiliates.

Because he has held at least 10 percent of Koito stock for at least six months, Pickens can call for a stockholders meeting at any time, and Tassin said that option still could be exercised.

As a major shareholder, Pickens also has rights of access to some information, including accounting and financial records. ″There are other types of business transactions that we can get in a position to influence or approve,″ Tassin said.

Pickens said he has written other Koito shareholders, asking their opinion of and support for increasing the dividend, but has received no replies. He said he will send a second letter before determining further actions.

Koito has said it will deal cautiously with Pickens because of his ties to Watanabe, who twice has attempted to get the company to repurchase his shares at a premium before he sold them to Pickens.

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