Bank of N.Y. Says Deal OKd by Some Irving Holders

Bank of New York Co. said late Thursday that it had reached agreement with more than two-thirds of the holders of a class of Irving Bank Corp. preferred stock to modify anti-takeover provisions contained in the issue.

Bank of New York, which has made a hostile $1.08-billion offer for Irving, stated that more than two-thirds of the 15 shareholders had agreed to waive a provision that would prohibit Irving from merging for three years with any company if the merged corporation did not meet certain restrictive requirements.

A two-thirds majority was necessary to change the provisions.

The agreement would become effective only upon the election of Bank of New York’s nominees to the Irving board, the statement said. Irving shareholders meet today to vote on rival slates of board nominees proposed by Irving and Bank of New York.

A telephone call late Thursday to Irving’s offices was not answered, although the company in the past has indicated that it believed Bank of New York’s announcements on the matter were calculated to influence today’s proxy vote.

Bank of New York is offering $15 in cash and 1.575 shares of its stock for each of Irving’s 18.5 million outstanding shares.

Irving supports a rival bid by Banca Commerciale Italiana SpA, which is offering $75 a share bid for 9.5 million of the bank company’s outstanding common shares.