Poison Pill

Cooper Cos. adopted a shareholder rights plan that would take effect if the company becomes the target of an unwanted takeover attempt. A previous poison pill plan expired Wednesday. Under the new plan, shareholders of record Nov. 17 will receive the right to purchase one preferred share for each share of common stock held. The plan will kick in if an investor acquires a stake of 20% or more in the company, which makes and sells health-care products and services.

A New York bank, concerned about the value of its stake in Community Psychiatric Centers, wants the company to dump a "poison pill" strategy that directors adopted five years ago to discourage unwanted takeover attempts. Amalgamated Bank of New York, which owns 2,700 shares of the Laguna Hills-based operator of psychiatric hospitals, suggests that the amendment to the company's corporate charter was adopted without shareholder approval.

Irving Bank Corp. said that Friday its board of directors rejected Bank of New York's sweetened bid and took steps to prevent the hostile suitor from acquiring a larger stake in the bank. Meanwhile, both companies have turned to the courts for help in the bitter7-month-old battle. In a special 2 1/2-hour meeting late Thursday, Irving's board refused to rescind its "poison pill" takeover defense, a condition under which Bank of New York had proposed to raise the stock portion of its $1.

HomeBase Inc. said its board adopted a new "shareholder rights" plan to replace a similar one that expired Monday. The plan, known as a poison pill, is designed to ward off takeover bids deemed unfair to the company's shareholders. Under the new plan, directors of the Irvine-based home-improvement chain have 10 days after an investor accumulates more than 15% of HomeBase's shares to decide whether the move constitutes a takeover attempt and whether to trigger the poison pill plan.

Pacific Gulf Properties Inc. said its board adopted a "poison pill" plan to guard against a possible hostile takeover of the western U.S. real estate developer. "The plan is an attempt to provide the board of directors with adequate time and full opportunity to consider any and all alternatives to such hostile action," said Glenn Carpenter, chairman and chief executive.

Live Entertainment, a Van Nuys home video and recorded music distributor and retailer, adopted a common takeover defense known as a "poison pill." Under the plan, Live shareholders will be given rights to purchase additional shares in the company at a discounted price if a party acquires 20% or more of Live's stock. The object of the plan is to make a takeover of the company prohibitively expensive, forcing a suitor to negotiate with Live's board before attempting a takeover.

The world's largest pension fund is pushing Orange-based Bergen Brunswig Corp., the third-largest U.S. drug wholesaler, to eliminate its anti-takeover measure. Teachers Insurance and Annuity Assn.-College Retirement Equities Fund, which owns nearly a 2% stake in Bergen, sent a letter to shareholders asking that they support the effort, the fund said Thursday.

Lockheed Corp. said today it had buttressed its takeover defenses following disclosure that Dallas investor Harold C. Simmons intended to boost his holdings in the aerospace firm. Lockheed spokesman Bob Slayman refused to say if the changes in a 2-year-old "poison pill" shareholder rights plan was a direct response to Simmons' move. Nor would he reveal if Lockheed, the builder of the stealth fighter and other military hardware, had discussed the investment with Simmons.

Archive Corp. lost a round in its fight to take over Cipher Data Products on Monday when a U.S. District Court judge in San Diego denied Archive's request for a preliminary injunction blocking Cipher's "poison pill" takeover defense. At the same time, Judge Myron Gordon also denied Cipher's motion to block the takeover by Costa Mesa-based Archive on the grounds that the financing of the deal was in violation of securities laws.