WASHINGTON — A group formed by Texas investor Robert M. Bass and Bell & Howell Co. managers has said it may be close to negotiating a merger agreement with the publishing and information services company.
BHW Acquisition, which bid $64 a share, or about $678.4 million, for Bell & Howell, made the statement in a letter sent to Bell & Howell's financial advisers. BHW includes Bell & Howell President and Chief Executive Gerald E. Schultz but not Chairman Donald N. Frey, who will retire May 5.
"We have reviewed the draft merger agreement you furnished us and we believe it can form the basis of the transaction proposed between us, with certain changes," BHW Acquisition said in the letter, which was dated Monday, to Salomon Bros., Bell & Howell's financial adviser.
The letter was part of a filing with the Securities and Exchange Commission.
Meeting With Salomon Bros.
Bell & Howell said it authorized its representatives to negotiate with BHW on the $64 offer but declined further comment.
"We expect these matters can be promptly negotiated and an agreement signed," BHW Acquisition said in the letter, adding it is prepared to meet with Salomon Bros. today to discuss the contents of the letter.
In the letter, BHW Acquisition said it will keep its bid open through the close of business on Tuesday, but due to uncertainty in the financial markets, said: "We believe a financing contingency may well be necessary and we will wish to discuss that with you."
BHW Acquisition said a group led by Bass has committed as much as $200 million to the deal.
In the letter, BHW Acquisition said it favors acquiring Bell & Howell through a merger rather than a tender offer.
"In view of the circumstances and the additional expense to ourselves and the company of a tender, we propose a merger subject to a vote of the common and preferred holders," BHW said.
Talks With Bass
"We are, of course, willing to discuss a tender offer with your representatives but are not convinced of the appropriateness of a tender in the present circumstances," the investor group said.
In late November, Skokie, Ill.-based Bell & Howell told Salomon Bros. to invite proposals from potential bidders. At the same time, it disclosed that it was holding talks with Bass, who operates out of Fort Worth. Bass already holds a 16.2% stake in the company.
Bell & Howell has also attracted takeover interest from British publisher Robert Maxwell and New York publisher Macmillan Inc. Both have acquired substantial blocks of its shares.