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B&D Seeks to Oust Most of American Standard Board

February 11, 1988|From Reuters

NEW YORK — Black & Decker Corp., undeterred by American Standard's rebuff of its sweetened $2.03-billion bid, said Wednesday that it will try to unseat most of American Standard's board and replace it with its own representatives.

The well-known power tool maker said that if its plan was successful, its nominees would try to overrule a "poison pill" anti-takeover defense that American Standard adopted Tuesday.

In papers filed with the Securities and Exchange Commission, Black & Decker said it would mail letters to all American Standard shareholders asking for approval to remove 10 of American Standard's 12 board members.

It would then replace them with three of its own candidates, including its Chairman and Chief Executive Nolan Archibald and two Black & Decker vice presidents. Under the proposal, two of American Standard's current board members would remain on the shrunken five-person board.

"Under Delaware law, stockholders can act by consent without convening a meeting," a Black & Decker spokeswoman said.

Black & Decker--which has only 100 American Standard shares--would be allowed to install its own board members if shareholders owning more than 50% of American Standard's stock vote in favor of the plan.

Stalling for Time

New York-based American Standard declined to comment on Black & Decker's proposal other than to say it had received a copy.

A Wall Street arbitrager said the move by Black & Decker was not unexpected, and that American Standard is apparently stalling for time while it works on other proposals to block the bid.

The Black & Decker spokeswoman said the SEC review could take about 10 days and if approval were given to go ahead with solicitation of American Standard shareholders, the vote could be accomplished "overnight."

Another arbitrager estimated that takeover speculators held more than half of American Standard's shares and would likely vote to replace the current board or tender their shares to Black & Decker unless American Standard makes a better offer.

Towson, Md.-based Black & Decker, founded 78 years ago, makes a rich mixture of household and kitchen accessories as well as power tools.

American Standard has been making plumbing supply products since the mid-19th Century, but also owns Trane air conditioning.

Black & Decker's latest challenge came just one day after American Standard urged its shareholders to reject the $65-a-share unsolicited takeover bid.

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