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Coastal, ANR Continue Legal Skirmishing

March 06, 1985|Associated Press

DETROIT — A federal judge Tuesday refused to temporarily deny American Natural Resources Co. the option of using Michigan courts to block or delay a $2.2-billion hostile takeover bid by Coastal Corp.

"You're asking me to enjoin something that hasn't happened," U.S. District Judge John Feikens said. "That is always a difficult thing to do."

On Monday, Coastal also filed two lawsuits in Delaware seeking to keep ANR from blocking the proposed takeover.

One asked the U.S. District Court in Wilmington to forbid ANR from using Delaware's tender-offer law to delay or block the takeover.

The companies had agreed Monday to give 48 hours' notice before taking action under the state law or before bringing any such lawsuit in U.S. District Court.

In Delaware Chancery Court in Wilmington, Coastal--through a subsidiary--also challenged plans by ANR to repurchase shares of ANR stock, to establish a limited partnership to acquire interest in ANR's domestic oil and gas reserves and to issue shares convertible into Coastal stock should a takeover succeed.

Officers Named in Suit

The actions "were taken for the sole or primary purpose of entrenching the individual defendants and management of ANR in office and of defeating the tender offer by (Coastal subsidiary) Colorado Interstate," the lawsuit said.

Tom White, associate with Skadden Arps Slate Meagher & Flom, Coastal's outside counsel in Wilmington, said the lawsuit named ANR Chairman Arthur Seder Jr., President William McCormick and two other directors, Ray Lynch and Edward Wiegner.

Coastal also claimed in the Detroit lawsuit that ANR had violated Securities and Exchange Commission regulations by commenting on Coastal's takeover attempt without filing the proper disclosure statement with the SEC. Attorneys for the companies were ordered to prepare written arguments on the matter.

Houston-based Coastal is offering $60 per share of ANR common stock in an effort to gain control of the Detroit-based energy company. ANR said its directors were considering the offer and would announce a position on the takeover by March 15.

Coastal, through its Colorado Interstate Gas Co. subsidiary, also asked Feikens to declare Michigan's takeover-offers law unconstitutional.

The state requires individuals or companies interested in buying substantial shares of stock from Michigan shareholders to register their intention with the state's securities bureau.

"We have an applicable state statute that has not been repealed that stands as a threat to this tender offer," James Robinson, outside counsel for Coastal, said.

Wolfgang Hoppe, outside counsel for ANR, said federal courts have ruled that federal takeover statutes take precedence over the filing portions of the Michigan law.

Hoppe said ANR has no intention of using those portions of the state statutes to delay or block the takeover.

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