Mr. Wasserstein was hired by Mr. Icahn to bring credibility to the proxy campaign, in part to attract top executives to the slate.

Because the merger vote is expected to be close, every shareholder decision may count far more than it does in usual proxy campaigns.

Mr. Icahn used the rejection in his proxy campaign, in which he is seeking five seats on Texaco's board.

A study done for the California Public Employees Retirement System has found a $137 million annual payoff on proxy campaigns that cost the fund only $500,000 a year to run.

Since the mid-1960s, cash tender offers for corporate takeovers have become favored over the traditional alternative, the proxy campaign.

A proxy campaign is an attempt to obtain the votes of enough shareholders to gain control of the corporation's board of directors.

The level of personal acrimony, and the $100 million-plus cost, is making this fight a proxy campaign like no other.

The charges and countercharges became more pointed and personal as the proxy campaign progressed.

As the proxy campaign has neared a finish, the efforts of both sides have intensified.

Mr. Davis began his proxy campaign late today, mailing letters seeking shareholder support for replacing NWA's board with nominees who would sell the company to him.