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Oak Industries' shareholders will determine this morning...

June 06, 1989

Oak Industries' shareholders will determine this morning if a management-backed majority on the company's board of directors should be replaced by a group of directors led by Roderick M. Hills, a Washington-based investment banker who has been waging an increasingly bitter proxy fight for control of the Rancho Bernardo-based company.

The highly charged vote will take place during Oak's 10 a.m. annual meeting at the U.S. Grant Hotel in downtown San Diego.

Hills on Monday said that he was "comfortable" with preliminary results in the proxy fight. However, both Hills and Oak spokeswoman Mary Lou Coburn declined to discuss specifics about the proxy count.

It was unclear on Monday whether MIM Ltd., a British company that is Oak's largest single shareholder, would be allowed to vote its shares for Hills' group. MIM, which holds about 25% of Oak's outstanding shares, last week went to court in Delaware to gain a court order that would prohibit Oak from not counting the shares. The court suit was filed after Oak threatened not to count MIM's vote, according to a MIM spokesman.

Coburn on Monday declined to comment on whether MIM's vote would be counted.

The board slate proposed by Hills includes former Allied-Signal executive Daniel W. Derbes, former U.S. Atty. Elliot L. Richardson, San Diego Economic Development Corp. Chairman George Leisz and Gilbert Matthews, a senior managing director of Bear, Stearns & Co.

He began the proxy fight in March after learning that he was not going to be renominated for a second term at today's annual meeting.

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