home
***
CD-ROM
|
disk
|
FTP
|
other
***
search
/
TIME: Almanac 1990
/
1990 Time Magazine Compact Almanac, The (1991)(Time).iso
/
time
/
070389
/
07038900.043
< prev
next >
Wrap
Text File
|
1990-09-22
|
5KB
|
87 lines
BUSINESS, Page 42Paramount Raises Its AnteAmid a legal fire fight, Davis offers $12 billion for Time Inc.
It was the sultry first Friday of summer, and office workers
in Manhattan were streaming out of the city to start their weekend.
Not so at the headquarters of Paramount Communications, formerly
Gulf & Western, where the company's 14-member board of directors
was making a high-stakes decision. Just 30 minutes after trading
closed on the New York Stock Exchange, Paramount announced that it
was increasing its hostile bid for Time Inc. from $175 a share to
$200, thus raising its total offer from $10.7 billion to more than
$12 billion.
The move was calculated to turn up the heat on Time, which had
rejected Paramount's initial bid two weeks ago and instead pressed
ahead with its planned merger with Warner Communications. To that
end, Time and Warner on June 16 converted their original debt-free
stock swap into a leveraged takeover bid in which Time would buy
Warner for a total of up to $14 billion in cash and securities, a
step that, among other things, eliminated the need for the deal to
be approved by Time stockholders.
In a letter last week announcing the upgraded offer to Richard
Munro, chairman of Time, Paramount Chairman Martin Davis said he
hoped "that your board and management will now discontinue your
efforts to preclude stockholder choice and give Time's shareholders
an opportunity to consider our offer." Time promised to consider
the new bid "in due course" and advised its stockholders "not to
act on the offer until they hear from Time."
The $200-a-share offer is certain to be welcomed by money
managers and shareholders who had chafed at Time's rejection of the
original Paramount bid. Said Paul Kagan, head of Paul Kagan
Associates, a California-based firm that follows the media
industry: "It will be very hard for management to tell stockholders
that they can't have the $200. This is a large price for Time
stockholders who have waited a long while for prices to approximate
the real value of their stock." Time shares closed Friday at 165
7/8, up 10 1/2 for the day, in response to leaked reports of the
new Paramount bid.
Some experts viewed the Paramount tactic as a move to buttress
its position in Delaware chancery court, where Paramount contends
that Time is in effect interfering with its shareholders' desire
to tender their stock. "This will add a notch to Paramount's legal
argument, but it will only put pressure on Time if 70% to 90% of
its shareholders tender their stock to Paramount," said Jeffrey
Greenblatt, a partner in Cambridge Capital Holdings. "Time does not
have to take any new defensive steps," he added, "because there is
no threat that Paramount will be able to acquire Time's stock" in
the next few months.
If Paramount were in fact successful, the deal would leave it
with a heavy debt burden. Although Davis has vowed he would not
dismember Time after an acquisition, the pressure to sell assets
might grow in response to the need to make large interest payments.
In raising the stakes, Paramount acknowledged that its takeover
proposal is conditional to, among other things, Time calling off
its acquisition of Warner and rescinding the share exchange already
executed and on Paramount's ability to obtain adequate financing.
To cover the cost of acquiring Time's stock and meet merger-related
expenses, Paramount said it expects to secure $14 billion in bank
loans and raise $1.6 billion through the sale of high-interest junk
bonds.
The latest bid capped a week in which lawyers for Paramount
and Time squared off for crucial courtroom contests. Responding to
an action Time brought against Paramount on June 16 in federal
court in New York City, Paramount filed a counterclaim accusing
Time of failing to disclose certain facts about the merger. For
example, in reply to Time's charges that questioned the integrity
of Paramount's management, Paramount alleged that Time had not
informed its shareholders that Steven Ross, chairman of Warner,
would receive $180 million under a long-term contract following a
merger of the two companies. (Ross would take on the position of
co-chief executive for five years in the newly formed company.)
Paramount also cited a 1982 case in which an assistant treasurer
of Warner was convicted of racketeering, perjury and mail fraud in
connection with a kickback scheme involving a movie theater. No
charges were brought against Ross in the matter. Ross called the
counterclaim an "act of desperation."
The most crucial events may play out in the Delaware court,
where Judge William Allen will begin hearings on July 11 on
Paramount's challenge to Time's rejection of the hostile bid. His
ultimate decision could be the turning point in the great media
battle.