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Mum's the Word on Corporate Takeovers

September 23, 1986|Bill Ritter

With the Securities and Exchange Commission's warning last year to public companies that they must disclose "sufficient" information about any merger discussions, corporate executives now often take a different approach to answering queries from brokers, investors and the press.

Two San Diego companies, for example, are issuing strict "no comment" positions--deemed "appropriate" by the SEC in some situations--in response to rumors about possible market action.

PSA Inc., the parent of Pacific Southwest Airlines, used to answer questions about a possible takeover by a large trunk carrier (the company mentioned most often is American Airlines) by saying that PSA isn't involved in any merger talks with anyone.

Now, the response is simply "no comment."

And at Foodmaker, the operator of Jack in the Box fast-food outlets, company officials said that "absolutely no statement can be made at this time" regarding speculation that management will soon take the San Diego-based company public.

A year ago, Foodmaker management and the Gibbons, Green van Amerongen investment banking firm purchased Foodmaker from Ralston Purina for $450 million in a leveraged buyout.

The Law in Numbers

Only one San Diego law firm shows up in this week's National Law Journal list of the 250 largest legal firms in the nation. With 141 attorneys as of June 30, Gray, Cary, Ames & Frye ranks 149th; that's down from the firm's No. 136 position a year ago.

The cutoff was 100 attorneys, which nudged out San Diego's second-largest firm, Luce, Forward, Hamilton & Scripps. As of June 30, it had about 90 attorneys. The work force has since edged up to 100, the law firm said last week.

Davis Gives SDG&E Some Flair

It was the classic case of the big corporation gobbling up the small entrepreneur. But in Steve Davis' case, he minded not in the slightest that his Phase One Development last week was bought by SDG&E's expansion-minded, non-utility subsidiary, Pacific Diversified Capital.

Sure, the deal's $9-million value is appealing. But the chance to work for a large organization--he'll remain as the firm's president--is also attractive to Davis, after years of being his own boss.

To be sure, SDG&E wants Davis to keep his entrepreneurial flame, a drive that has resulted in several successful developments, including Central Valley Plaza in Mission Valley, Montgomery Airport Plaza and the Sorrento Valley Science Park.

San Diego Chargers football fans will remember Davis' aggressive marketing approach to pushing rentals at his Central Valley Plaza, just southeast of the stadium next to the San Diego River. During the 1980-81 season, Davis displayed a huge banner, touting his yet-to-open office building, that could be seen by most fans in the stadium.

Davis even had an NBC television network logo drawn up and stuck it next to the banner, in an effort to get NBC's cameras to focus on his sign.

The gimmick caught the attention of NBC legal eagles, who said that copying the NBC logo without permission wasn't acceptable.

NBC never officially protested, however, Davis said.

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