Proxy Power Is a Force to Be Reckoned With : Stocks: Institutional investors are asserting themselves, but several factors favor management in the expensive battle for control.

DISSIDENT VICTORIES IN 1990 PROXY FIGHTS ALLEGHANY CORP., New York: Dissident: Allan P. Kirby Jr. Goal: oppose management proposal to extend unequal voting rights plan to 1995 Outcome: proposal defeated BAY MEADOWS OPERATING CO., San Mateo, Calif. Dissidents: diverse shareholder group Goal: elect dissidents to board Outcome: five members of dissident group elected CALIFORNIA JOCKEY CLUB, San Mateo Dissidents: diverse shareholder group Goal: elect dissidents to board Outcome: five members of dissident group elected BSF BANKORP Dissidents: First Capital Group, Frederic H. Gould Goal: win one board seat Outcome: Dissident won seat, but will relinquish it and agree to a five-year freeze-out in exchange for reimbursement of expenses BUILDERS TRANSPORT INC., Camden, S.C. Dissident: David C. Walentas, Stanford M. Dinstein Goal: win full control of board Outcome: Dissidents elected to board COMPREHENSIVE CARE CORP., St. Louis, Mo. Dissidents: James Carmany, Les Livingston Goal: take control of five-member board Outcome: Dissidents win control of board, Carmany becomes chairman GRADCO SYSTEMS INC., Irvine Dissident: Martin E. Tash Goal: take control of five-member board and oust Chairman Keith B. Stewart Outcome: Tash wins three-seat majority on board, replaces Stewart. GREAT NORTHERN NEKOOSA CORP., Norwalk, Conn. Dissident: Georgia Pacific Goals: call special meeting, replace board, repeal antitakeover provisions Outcome: Dissident called meeting, target agreed to be taken over KINARK CORP., Tulsa, Okla. Dissident: Altair Corp. Goal: nominate Dissident directors Outcome: Dissidents won three seats NAPA VALLEY BANCORP, Napa, Calif. Dissident: Michael Conners Goal: elect himself to the board Outcome: Conners wins seat NATIONAL INTERGROUP INC., Pittsburgh, Pa. Dissident: Centaur Partners Goal: replace three board members, pass corporate governance proposals Outcome: Centaur won three seats, ousting chairman. proposals passed NEW YORK BANCORP INC., North Hills, N.Y. Dissident: Patrick Malloy Goal: win two seats on board to manage Home Federal Outcome: Dissident won two seats XTRA CORP., Boston Dissident: Robert M. Gintel Goal: replace board Outcome: Dissident won Source: Investor Responsibility Research Center and Georgeson & Co.