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GGD-88-48FS Securities Regulation Y I-ssq / * United States General Accounting Office . Fact Sheet for the Chairman, ‘GAO Subcommittee on Oversight and Investigations, Committee on Energy and Commerce, House of Representatives Marc+ 1988 SECURITIES /I REGULATION Hostile Corporate Takeovers: Synopses of Thirty-Two Attempts . * P ““““,I. ““.“_1-“1”“1 _ __-111 --_I ----- l-“,-l---ll--_-l ---- -~ - --_- ~ --.. -. .--l-llllll ~ ‘km”-“..-_-.---- 1 Inked States General Accounting Offlce Washington, DC 20548 General Government Division B-23041 3 March 4, 1988 The Honorable John D. Ding@11 Chairman, Subcommittee on Oversight and Investigations Committee on Energy and Commerce House of Representatives Dear Mr. Chairman: Your December 16, 1986, letter requested our assistance on several issues relating to developments in the securities markets. This fact sheet provides information on one of the issues, hostile corporate takeovers. Specifically, as agreed with the Subcommittee on January 11, 1988, we are summarizing information on 32 takeover contests initiated in calendar year 1985. Appendix I identifies the target and bidding companies involved and the result of each contest. In order to obtain information on specific aspects of the hostile corporate takeover process, we selected those takeover attempts involving nonfinancial target companies in which bidding companies filed tender offers with the Securities and Exchange Commission (SEC) in calendar year 1985. We excluded takeover attempts involving banks and other financial institutions because these entities are subject to different regulatory requirements. The SEC filings from which we obtained most of the information are the Tender Offer Statement (Schedule 14D-1) , the Beneficial Ownership Statement (Schedule 13D), and the Solicitation/Recommendation Statement-Tender Offer (Schedule 14D-9). A general description of these f(ilings is contained in appendix II. We obtained some info’rmation on the offensive and defensive actions taken bv then taruet and bidding companies and the results from the*Wall Strget Journal. We did not request the SEC or the contest -pants to verify the accuracy of the information presented in this report. B-230413 We did not attempt to document all the ramifications of the takeover contests. Rather, as agreed with the Subcommittee, we focused on obtaining information on the following aspects of the takeover process that the Subcommittee identified as being of particular interest: -- terms, conditions, and stated purposes of the tender offers, along with a brief description of each contest; -- the amount of target company stock held by the bidders and also by target company officers, directors, and others associated with management at or around the time when the contest began; -- sources and terms of the bidding companies' financing for the takeover attempts; -- identification of financial advisors to bidding and target companies, including summary descriptions of fee arrangements; -- actions taken by the contest participants before and after the initial tender offers; and -- outcomes of the contests in terms of whether the target companies were taken over, acquired by friendly, third-party companies, or remained independent. A synopsis providing information on these aspects of each takeover contest is included as appendix III. As agreed with the Subcommittee, unless you publicly announce its contents earlier, we plan no further distribution of this report until 30 days from the date of this letter. At that time, we will send copies to interested parties and make copies available to others upon request. If you have any questions or need additional information, please contact me at 275-8678. Sincerely yours, jib&?pg *--... Craig A. Simmons Senior Associate DireCtOr Contents Page Letter 1 APPENDIXES I Summary of 32 Hostile Takeover 5 Attempts II Description of SEC Filing Requirements 9 for Schedules 13D, 14D-1, and 14D-9 III Synopses of Corporate Takeover 12 Attempts American Natural Resources Company 12 AMF Incorporated 16 CBS Inc. 19 Cluett, Peabody & Co., Inc. 22 Crown Zellerbach Corporation 25 Easco Corporation 29 Friona Industries, Inc. 32 Frontier Holdings, Inc. 34 The Hoover Company 37 Horizon Corporation 40 Mammoth Life and Accident Insurance Company 43 Maynard Oil Company 45 J.W. Mays, Inc. 48 MidCon Corp. 51 Mid-State Raceway, Inc. 54 The Pacific Lumber Company 56 Patrick Industries, Inc. 60 Peek'n Peak Recreation, Inc. 62 Phillips Petroleum Company 64 Revlon, Inc. 68 Richardson-Vicks Inc. 73 SCM Corporation 75 SCOPE Incorporated 79 Southland Royalty Company 81 Trans Louisiana Gas Company, Inc. 84 Transway International Corporation 86 J.M. Tull Industries, Inc. 88 UniDynamics Corporation 91 Union Carbide Corporation Uniroyal, ,117~. ;;t Unocal Corporation 100 Van Dusen Air Incorporated 103 3 .; ” I / ;’ ABBREVIATIONS DOT Department of Transportation FCC Federal Communications Commission SEC Securities and Exchange Commission SUMMARY OF 32 HOSTILE TAKEOVER ATTEMPTS Target/Line of business Bidder/Line of business Result of Contest AmericanNatural Resources Colorado Interstate Corporation. Takeover by The Coastal Corporation H Company : natural gas Parent, The Coastal Corporation: exploration and production and gas and oil exploration and coal and energy technology production AMF Incorporated: automated Minstar Acquiring Corp. Parent, Takeover by Minstar, Inc. processing equipment, Minstar, Inc.: transportation electronic control systems, and storage, pleasure boat and specialty materials, and other manufacturing sports products CBS Inc.: network radio and Turner Broadcasting System, Inc.: Target remained independent TV broadcasting, station television broadcasting ownership, records, book publishing Cluett, Peabody h Co., Inc.: CPC Acquisition Company, Inc. White-knighted: West-Point wearing apparel Principal and general partner, Pepperell Inc. cn Paul A. Bilzerian: investor Crown Zellerbach Corporation: CZC Acquisition Corp. Chairman, Takeover by forest products company Sir James Goldsmith: investor Sir James Goldsmith East20 Corporation: hand tools, E.S. Acquisition Corporation. Takeover by Clarendon Insur ante Company aluminum and industrial Parents, Clarendon Insurance (Bermuda) Limited and Equity Group products Company (Bermuda) Limited and Holdings Equity Group Holdings: insurance, real estate, and investments Friona Industries, Inc.: meat Eller Enterprises, Inc. White-knighted: CHS Holding, processing and distribution Principal, David G. Eller: Inc. Principal, Edwin I,. Cox, investor (and chief executive Jr. officer of Granada Corporation) Frontier Holdings, Inc.: FHI Acquisition, Inc. Parent, White-knighted: People Express principal subsidiary, Texas Air Corporation: holding Airlines Frontier Airlines, Inc. company which substantially owns Continental and other airlines . Target/Line of business Bidder/Line of business Result of Contest The Hoover Company: CPAC, Inc. Parent, Chicago Pacific Takeover by Chicago Pacific manufacture, safes, and Corporation: investment, sale Corporation service of household and rental of real property appliances Horizon Corporation: Shamrock Acquisition Corp. Parent, Target remained independent, acquisition, development, Shamrock Associates: investors although substantially controlled and sale of real estate by MC0 tIoidings, Inc. Mammoth Life and Accident North Carolina Mutual Life White-knighted: Atlanta Life Insurance Company: life, Insurance Company: life, accident, Insurance Company health, and accident insurance and health insurance in eight states Maynard Oil Company: Avalon Corporation.: ownership Target remained independent exploration, development, and management of real properties and production of oil and gas J.W. Mays, Inc.: general Sol Goldman and J.J.J. Financial Target remained independent department store Associates: investors MidCon Corp.: natural gas Coach Acquisition Inc. Parent, WE? White-knighted: Occidental production and transmission Partners: energy, real estate, Petroleum Corp. and minerals. Partners are Cyril Wagner Jr., Jack E. Brown, and Freepor t-McMoRan Mid-State Raceway, Inc.: harness Joseph D'Amato: owner of racing Target rema ined independent racing track stables and entrepreneur The Pacific Lumber Company: MXM Corp. Parents, MC0 Holdings, Takeover by MAXXAM Group Inc. forest products operations Inc. and MAXXAM Group Inc.: and cutting and welding commercial and industrial real operations estate development Patrick Industries, Inc.: Sun Equities Corporation: Target remained independent supplies materials used in construction, development, housing and recreational and sale of homes and commercial vehicle manufacturing buildings Peek'n Peak Recreation, Inc.: First Enterprise Group, Inc.: Target remained independent ski and resort area investor Phillips Petroleum Company: Icahn Group Inc. Principal, Target remained independent exploration, production, and Carl C. Icahn: investor refining of petroleum -___-.~~- ~.~~~.. - __._ ~. Target/Line of business Bidder/Line of business Result of Contest Revlon, Inc.: health care and Nicole Acquisition Company. Takeover by Pantry Pride, Inc. beauty products Parent, Pantry PC ide, Inc.: consumer merchandise, retail drug and health, beauty aid stores, and supermarket operation Richardson-Vicks Inc.: Unilever Acquisition Corp. Parent, White-knighted: manufacturer of health and unilever Ilnited States, Inc.: Proctor h Gamble Co. personal beauty aids manufacturers of branded and packaged consumer goods SCM Corporation: chemicals, HSCM Industries, Inc. and Takeover by Hanson Trust
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