Greenmail

The vote against greenmail at the Occidental Petroleum annual meeting was much greater than reported in "Hammer Says Oxy Won't Prevent a Hostile Takeover" (May 22). As a longtime shareholder, I presented the anti-greenmail resolution that would have prevented such greenmail abuses as those that struck Occidental last year. A good example of what occurred last year was when the board of directors voted to pay one of their number 42% above the market price for his stock, a premium resulting in a $56 million profit for him. Unfortunately my resolution was defeated at the annual meeting, since the management used its power to solicit votes against it. However, the vote was not 92.4% against it, as the story stated.

Answering allegations that he is out to line his wallet, renegade stockholder Kirk Kerkorian challenged Chrysler Corp. on Thursday to ban shareholders from receiving any profit not shared by all. The No. 3 auto maker has suggested that the Las Vegas billionaire, whose Tracinda Corp. sought to purchase Chrysler six months ago, is seeking a premium-priced buyout of his millions of shares--a practice known as "greenmail." Kerkorian has rejected that suggestion.

Corporate raider T. Boone Pickens said today he will hold his newly acquired stake in a Tokyo-based automotive parts producer as a long-term investment and has no plans to "greenmail" the company. "I am not trying to sell our shares back to the company or friends of the company," Pickens said at a press conference. News that the Texas financier had bought a 20.2% holding in Koito Manufacturing Co., which sells most of its production to Toyota Motor Corp., sent shock waves through the Japanese financial community, where hostile takeovers are a rarity.

Poison pills and greenmail became standard business lexicon amid the 1980s boom in hostile takeovers, but they had faded from the 1990s scene until Wednesday's surprise offer by Kirk Kerkorian to acquire Chrysler Corp. Poison Pill A mechanism for a company to defend itself against a hostile takeover by making the cost of the takeover prohibitively expensive.

GenCorp Chairman A. William Reynolds told shareholders Tuesday that the Akron conglomerate would announce its anti-takeover strategy within a week and pledged that the plan would not include a "greenmail" payment to its unsolicited suitors. Speculation that the company will pursue a stock repurchase to fend off the would-be buyers received another boost Tuesday when GenCorp confirmed that its $387-million sale of television station WOR in New Jersey would become final Friday.

Once upon a time in 1984, the corporate guardians of Mickey Mouse and his friends were besieged by a scary raider. After he huffed and puffed at their house, they gave him $59 million to go away. But some stockholders cried "Greenmail!" and filed lawsuits. The tale of Saul J. Steinberg and his $325-million tender offer for 49% of Walt Disney Co. is now about to be dissected in a Los Angeles civil trial. Defendants accused of breach of fiduciary duty and other violations of California law include Steinberg, Disney Co. and 11 people who were directors at the time.

In a second effort designed to show disinterest in a payoff from Lockheed, the aerospace firm's largest shareholder said Wednesday that it will drop a plan that would restrict the payment of "greenmail" in favor of a broader proposal that would prohibit the practice. The plan for the new proposal was advanced by J. Landis Martin, president of NL Industries, a Houston-based firm headed by Texas financier Harold C. Simmons.

Answering allegations that he is out to line his wallet, renegade stockholder Kirk Kerkorian challenged Chrysler Corp. on Thursday to ban shareholders from receiving any profit not shared by all. The No. 3 auto maker has suggested that the Las Vegas billionaire, whose Tracinda Corp. sought to purchase Chrysler six months ago, is seeking a premium-priced buyout of his millions of shares--a practice known as "greenmail." Kerkorian has rejected that suggestion.

In a move apparently designed to answer criticism that he is seeking a payoff from Lockheed, Harold C. Simmons said Tuesday that he will propose to shareholders that the aerospace firm be restricted in any payment of "greenmail." Simmons, who owns 18.9% of Lockheed shares through NL Industries, a Texas company that he controls, is waging a proxy battle to take over the Lockheed board of directors with a rival slate that he leads.

American investor T. Boone Pickens Jr. said Tuesday that he will continue his fight against Japanese "cartels" but declined to answer a charge that he is acting as an agent for a Japanese greenmailer. Talking with foreign reporters, Pickens said Koito Manufacturing Co.--an auto parts maker in which he owns the largest block of shares, 26%--is colluding with Toyota, its second-largest shareholder, to deny him representation on Koito's board.

Re: "Gorbachev Ready to Hand West a Bill for Perestroika" (Part A, June 9): We know about blackmail and we've heard about greenmail. Has Gorby invented redmail? JOHN F. HARRINGTON, Pacific Palisades

AS HE STRIDES INTO THE ROOM, THE PUDGY, UNREMARKABLE man in dark suit and tie, with thinning gray hair, unruly eyebrows and a kindly Mr. Chips face, peers out through horned-rimmed glasses at a small but engrossed gathering of professors. They have assembled at the Notre Dame College of Business Administration to sit at the feet of the master, the man regarded by cognoscenti as the premier businessman and investor of the past quarter century, multibillionaire Warren E. Buffett.

T. Boone Pickens' shouts finally have been heard in Japan. But what an echo! In the cacophonous uproar that often characterizes the U.S.-Japan trade dialogue, his voice is among the loudest. He has called for Japan to change, to open up to American investment, to behave, in short, more like us. His persistent pleas appear to have had some effect.

T. Boone Pickens Jr. was forced Wednesday to reveal who paid for his $1-billion stake in a Japanese auto parts maker, muddling his campaign to influence the company and win greater shareholder rights in Japan. The money for Pickens' 26.4% stake in Koito Manufacturing Co. was provided by well-known Japanese raider and property speculator Kitaro Watanabe, who also sold Pickens a chunk of the stock, a lawyer for Pickens said.

What if General Motors, instead of corporate raider T. Boone Pickens, had invested heavily in Koito Manufacturing, the auto parts supplier that has reluctantly come to symbolize Japan's closed corporate structure? Would the world's largest auto maker get a seat on Koito's board? "Very difficult," said Takao Matsuura, Koito's president. "They'd find out how we receive orders from our Japanese customers; I can't imagine such a situation. We'd never let them put in an officer."

Koito Manufacturing Co. said Wednesday that it is assured of defeating American investor T. Boone Pickens Jr.'s bid to win stockholder support today for seating himself and three of his representatives on the auto parts firm's board. Management, it said, has received 61.1% of the proxies of stockholders to vote against Pickens, Koito's largest shareholder, and 52 other American shareholders planning to attend today's meeting.

Re: "Gorbachev Ready to Hand West a Bill for Perestroika" (Part A, June 9): We know about blackmail and we've heard about greenmail. Has Gorby invented redmail? JOHN F. HARRINGTON, Pacific Palisades

Koito Manufacturing Co. said Wednesday that it is assured of defeating American investor T. Boone Pickens Jr.'s bid to win stockholder support today for seating himself and three of his representatives on the auto parts firm's board. Management, it said, has received 61.1% of the proxies of stockholders to vote against Pickens, Koito's largest shareholder, and 52 other American shareholders planning to attend today's meeting.

American investor T. Boone Pickens Jr. said Tuesday that he will continue his fight against Japanese "cartels" but declined to answer a charge that he is acting as an agent for a Japanese greenmailer. Talking with foreign reporters, Pickens said Koito Manufacturing Co.--an auto parts maker in which he owns the largest block of shares, 26%--is colluding with Toyota, its second-largest shareholder, to deny him representation on Koito's board.

The president of Koito Manufacturing Co. exchanged accusations Monday with T. Boone Pickens Jr., the auto parts maker's largest shareholder, in a dispute over whether Pickens really owns the shares registered in his name.