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Shareholders Mull Try to Keep GTI in Business

August 26, 1986|GREG JOHNSON | Times Staff Writer

A shareholder group opposed to GTI Corp.'s decision to liquidate the company claims it has enough support to call for a special shareholders meeting, a group member said last week.

But the group has yet to decide if it will actually call for a meeting to challenge last month's board decision to liquidate GTI, a San Diego-based electronics manufacturer that has watched its stock hover at $3 a share for two years.

According to general law in Rhode Island, where GTI is incorporated, a shareholder group with one-tenth of a company's shares can call for a special shareholder meeting. The dissident shareholder group already has 5.8% of the company's outstanding stock, according to documents filed July 18 with the Securities and Exchange Commission, and is confident of gaining the rest needed.

"We comply with Rhode Island law, and so do a lot of other shareholders," said a member of the group, who asked that his name not be used. "Complying with the law is not difficult or onerous."

In SEC documents, the so-called "Rust, Hayes and Goebert Group" said that it beneficially owned 199,949, or 5.8%, of GTI's outstanding shares.

Less than a week after the group announced that it wanted representation on GTI's board, the company's board of directors voted to liquidate all or part of the troubled San Diego-based electronics company.

Late last month, H. Lee Rust, an Orlando investment banker, said that his group would not challenge the decision to liquidate the company. Last week, however, the group formally requested that GTI present it with a list of GTI's shareholders. According to Rhode Island law, any shareholder of record for six months can request a shareholder list.

And, late last week, a spokesman for the group said that "it's time to take a fresh look at GTI."

GTI Chief Financial Officer Ronald Lust declined to comment on the possibility of a proxy fight.

"Any shareholder has the right to solicit proxies," Lust said last week. "But I've got no reason to call a shareholder meeting."

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