St. Louis Post-Dispatch from St. Louis, Missouri • Page 24

lustaess 4B ST. LOUIS POST-DISPATCH July 2, 1987 Stifel Rejects Takeover, Sets Up Defenses high as $15.25 on June 12, The day Stifel announced that an unidentified company had expressed interest in a $15-a-share takeover. Stifel did not disclose the name of the bidder until June 19, when Laidlaw made a formal offer. Stifel's poison pill, which it calls a shareholder protection rights plan, gives stockholders as of July 14 one stock-purchase right for each Stifel share they own. The rights have various functions if a hostile suitor comes into the picture: If anyone buys 20 percent of Stifel's stock, or launches a tender offer for 30 percent or more, each right can be used to buy, for $40, one-hundredth of a share of a new series of preferred stock.

If the acquiring entity raises its stake to 40 percent or engages in certain self-dealing transactions which Stifel's statement did not define the right may be used to buy a share of common stock for half the market price. If Stifel merges with, or transfers more than half of its earnings or assets to, another company, each right may be used to buy $80 worth of the acquiring company's stock at half price. The rights expire in 1997, but the board can redeem them sooner "under certain circumstances," Stifel's statement says. Mitch Crusto, Stifel's general counsel, explained: "The plan takes into account efforts at hostile takeovers. If a takeover is friendly and the board believes that it is in the best interest "confirmed its belief that Stifel should be maintained as an independent entity," a company statement said.

But the St Louis-based brokerage firm did not close the door entirely to Laidlaw's advances. The statement said Stifel "is continuing to investigate various options, which may include further discussions with Laidlaw." Laidlaw, a New York-based brokerage firm, issued a brief statement saying it was letting its takeover offer expire Wednesday in light of the Stifel board's action. No brokerage firm has ever been acquired in a hostile takeover. Stifel's stock, which had risen sharply when Laidlaw began making overtures, fell $1.75 Wednesday to close at $11. The stock had traded as of shareholders, that might be a situa- tion when the rights could be redeemed." Crusto said he did not know how many Stifel employees were granted golden parachute contracts.

He said they were granted to "key management people as well as key producers and key individuals in the investment banking area. This is meant to be a stabilizing factor to support employees so they will continue with Stifel." The golden parachutes give the employees six months' pay if they leave Stifel "after any change in control which is not approved by the board," the firm's statement said. The lump-sum payment would grow to 18 months' pay if the employee is terminated without cause or suffers a cut in pay or responsibilities. By David Nicktaus Of the Post-Dispatch Staff Stifel Financial Corp. has rejected a takeover bid from Laidlaw Adams Peck Inc.

and has taken steps to protect itself against future advances from Laidlaw or any other hostile suitor. Stifel's board adopted what is commonly known as a "poison pill" plan and granted "golden parachute" employment contracts to some key employees. If a hostile takeover attempt were undertaken, the poison pill would let Stifel shareholders buy the acquiring company's stock at a dis-. count and the golden parachutes would let key employees leave with large cash payments. In rejecting Laidlaw's offer of $55 million, or $15 a share, the board Furor Grows On Toshiba Trade Ban Don't Build Jet, U.S.

Asks Israel 1)11. igjmj i.j. i.n T1 J- 1 1 5 i It 1987, Reuters News Service WASHINGTON U.S. military officials urged Israeli Defense Minister Yitzhak Rabin on Wednesday to cancel the costly Lavi fighter project and Rabin replied that his government had not made a final decision. "There is an attitude that we want to help them," one Pentagon official, who asked not to be identified, said after Rabin met for over 30 minutes with Defense Secretary Caspar Weinberger on the jet project.

"But Weinberger told him our entire objective in military funding for Israel is to strengthen Israeli defenses, and we are quite concerned ft. i ,1, mar. outline so mum monev into the Lavi would distract from essential improvements for the IDF (Israeli Defense Force)," the official said. Rabin, who came to Washington in an attempt to tnrasn out problems at home and in the United States over the seven-year-old plan to build an Israeli fighter, was meeting later today with Secretary of State George Shultz. i i' i 4F i ff'Vm I i Compiled From News Services WASHINGTON A Senate vote to ban imports from Japan's Toshiba Corp.

and Norway's Kongs-berg Vaapenfabrikk because of their sales of high-technology systems to the Soviet Union brought a rebuke from the State Department Wednesday, while two of Toshiba's top executives resigned. "Toshiba Corporation has no connection with the incident, but Toshiba as a parent company feels a heavy responsibility," outgoing chairman Shoichi Saba told a packed news conference In Tokyo as he announced his resignation and that of president Sugiichiro Watari. He denied that the resignations were prompted by the Senate action. Sales of milling machines to Moscow were made in the early 1980s by Toshiba 51 percent-owned subsidiary, Toshiba Machine. Kongsberg supplied the computer software needed to run the machines, which are capable of manufacturing almost-silent propellers that make submarines hard to detect The Senate voted 92-5 to ban all Imports from the two companies as an amendment to a major trade bill, which it is expected to pass next week.

The legislation must also be approved by the House and signed by President Ronald Reagan to become law. "Retaliating against Norway and Japan after their governments have begun to take remedial actions is not a solution to the problem," State Department spokesman Charles Redman told reporters. Redman added that unilateral sanctions approved by the Senate "could be counterproductive because they run contrary to the spirit and practice of multilateral controls and risk weakening rather than strengthening our collective system of export controls." The legislation also ordered the administration to negotiate compensation for the damage to U.S. defenses, a move Redman said the administration opposed. Norwegian Foreign Minister Thorvald Stolten-berg said the Senate action did not serve the interests of the North Atlantic Treaty Organization.

"The comments and expressions one hears in Congress have been of a nature that does not serve the interests of the alliance," Stoltenberg told a news conference. Norway is a member of NATO. "An alliance isn't something in which one member acts as a judge to punish other members," he said. Norwegian government sources and diplomats said a ban could be the end for the company, blocking its chance of winning lucrative weapons contracts. Congress has been outraged at the severe blow to U.S.

military technology by the sale of the equipment which enabled the Soviet Union to vastly improve its submarine fleet by making the vessels more difficult to detect The chief sponsor of the sanctions, Sen. Jake Garn, R-Utah, said the resignations of the Toshiba executives would not induce Congress to back away from its retaliation. "The Individuals may leave, but the corporation which violated the law will remain and must be punished for risking the security of this country," Garn said in a statement Toshiba is Japan's third-biggest electronics manufacturing company. Officials In Tokyo said the company sold $2.76 billion worth of goods in the United States last year, about 10 percent of its worldwide sales. Officials at Toshiba America Inc.

in New York put the sales figure higher, saying exports to the United States totaled $3.4 billion In the year ended March 31. ilils 111 ici nviv aim wasuiiigiuu said full production of the needle-nosed Lavi will be too expensive and may be unnecessary. The U.S. State and Defense Departments have urged Israel for two years to buy U.S. F-16 fighter-bombers.

"He (Rabin) made it clear that there has not yet been a decision by the Israeli government on what to do about the Lavi," one Pentagon official said after the Weinbereer 5 meeting. The Pentagon estimated that each Lavi could cost ud to $22 million. Con v. i SW Bell Completes Its Gulf Printing Purchase Southwestern Bell Corp. has completed the $30 million acquisition of an 80 percent interest in Gulf Print-.

ing Co. of Houston, a commercial and directory printer. Gulf shareholders approved the merger Tuesday. "This acquisition strengthens our growing nationwide directory publishing businesses," said Zane E. Barnes, chairman and chief execu tive of Southwestern Bell.

The acquisition "gives us greater control over directory scheduling and direct access to product innovations," said Barnes. "In an increasingly competitive marketplace, those are big pluses." Gulf has two plants in Houston and two in Oklahoma City, with total employment of 568. The company prints many of Southwestern's directories, a number of annual reports and magazines. Arguments Concluded On Baby Bell Services WASHINGTON (AP) The regional Bell telephone companies told a federal judge Wednesday that he could "usher in the American information age" by allowing them to provide electronic services like message storing and alarm monitoring. But publishing companies and some consumer interests argued that these information services are already available and that letting the Bell companies into the market ultimately would raise basic telephone rates.

The arguments concluded three days of hearings before U.S. District Judge Harold Greene on Justice Department recommendations to allow the 'Baby Bell' companies to expand into new businesses. Greene is overseeing the consent decree that defines the rules of the breakup of American Telephone Telegraph Co. Construction Spending Edged Up 0.3 In May WASHINGTON (AP) Spending on construction edged up 0.3 percent in May as gains in construction of factories and office buildings offset declines in government projects, the Commerce Department said Wednesday. Construction spending totaled $398.6 billion at a seasonally adjusted annual rate in May following a much larger 2.3 percent rise in April.

The strength came in construction of non-residential buildings. Residential construction edged down a tiny 0.2 percent to an annual, rate of $198.9 billion in May, but the weakness was in the small category of additions and renovations. In new construction, single-family building activity was up 0.2 percent and apartment construction climbed 4.8 percent However, when compared with a year ago, apartment construction is down 10.7 percent while construction of single-family homes is up 13.7 percent Reichhold Chemicals Rejects Dainippon Bid NEW YORK (AP) The board of Reichhold Chemicals Inc. rejected as inadequate Wednesday a tender offer from Dainippon Ink and Chemicals Inc. and said it would examine a possible merger with other parties.

Reichhold, a polymers and adhe-sives maker based in White Plains, N.Y, said its board unanimously rejected the offer from the Japanese chemical company as not in the best interests of its shareholders. Reichhold stock rose $2.37 to $63.12 a share Wednesday on the New York Stock Exchange, indicating that the market believed a higher bid would emerge. Airline Trying To Stop Bonus Ticket Brokers MINNEAPOLIS (AP) Northwest Airlines has begun an advertising campaign aimed at thwarting ticket brokers who buy and resell the bonus tickets awarded free to frequent fliers. The Minneapolis-based airline has placed classified advertising in newspapers in its major U.S. markets among the ads from ticket brokers seeking to buy frequent flier bonus tickets warning bargain hunters that resale voids the bonus tickets.

The Northwest ad says people who buy frequent flier tickets from brokers risk having those tickets confiscated with no compensation. Valley Forge Completes Sale Of U.S. Emulsifler Valley Forge Corp. has completed the sale of its VS. EmuLsifier Inc.

subsidiary to Witco Corp, a New York-based chemical and petroleum products company. VS. Emulsifier. based In Memphis. TeniL, manufactures food-grade emulsifiers for use in prepared mix.

convenience and other foods. The sale price was about $5.3 million. 1 gress put the figure at $17.5 million. Israel earlier estimated that the plane would cost $14.5 million a copy. Israel already has spent more than $1.2 billion on the project much of it from military aid supplied by the United States.

Rabin said his country, might have to spend between $6 billion and $8 billion more to complete the project Pentagon officials said Rabin brought with him a number of proposals on the Lavi, but they declined to say what the proposals were. The Washington Times reported that the state controller's office in Tel Aviv said Israel could save an estimated $2.5 billion by buying the F-16 and dropping the Lavi plan. Published reports have also said that Israel's tentative decision to go ahead with the Lavi was made despite the knowledge that General Dynamics which builds the F-16, was preparing a proposal for Israel to co-produce the American aircraft AP Conservative Union; Rep. Helen Bent-ley, and Rep. Elton Gallegly, R-Calif.

They were protesting Toshiba's sale of technology to the Soviet Union quickly demolished the radio-recorder, sitting atop a trash can on the Capitol grounds. The members of Congress, representatives of the International Longshoreman's Association and the Teamster's union, and retired Rear Adm. Mark Hill Jr. of the Association of Naval Aviation, called for a "total boycott" of color televisions, video recorders, personal computers and other products. Smashing a Toshiba radio on Capitol Hill in Washington, D.C., Wednesday are, from left, Rep.

Don Ritter, David Keene, chairman of the American Meanwhile Wednesday, members of Congress smashed a Toshiba radio-cassette recorder at a news conference to kick off a consumer boycott of the company's products. "Now this is what we feel about Toshiba products," said Rep. Helen Delich Bentley, a diminutive, sledgehammer-wielding Republican from Maryland. She and nine other members of Congress wuu israeu eieciruiiic equipment. Sanctions Could Hurt Toshiba's U.S.

Partners chips, known as 1-megabit D-RAMs, that are used in the latest generation of computers. Toshiba leads the world with 33 percent of the market in those chips and is believed to be second only to International Business Machines Corp. in the quality of its memory chips. While its ban from the market would help rival U.S. chip makers, it could hurt U.S.

computer makers that need the state-of-the-art in chips. "TVs aren't that important but semiconductors are the whole core to the future of our economy and our defense," said G. Dan Hutche-son, president of VLSI Research Inc, a consulting firm in San Jose, Calif. Toshiba's biggest category of VS. sales is consumer products such as television sets, videocassette recorders and microwave ovens.

what it did is simply unacceptable," said Richard Fisher, a policy analyst for the conservative Heritage Foundation in New York. Kongsberg, a manufacturer of military equipment is hoping the proposed ban would not kill the planned sale of its Penguin anti-ship missile to the VS. Navy. Takao Hayashita, vice president and secretary of Toshiba America Inc said that only 150 of its U.S. employees are Japanese nationals.

All of Toshiba's VS. operations rely heavily on parts imported from Japan and thus would appear to be endangered by the legislation. Toshiba has not decided on how to respond to the proposed ban. Hayashita said. "It a very, very serious and strong action," be said.

The most critical goods Toshiba sells to the United States are sophisticated computer memory legislation. U.S. companies that do business with Toshiba scrambled Wednesday to find language in the legislation that would allow them to maintain their business relationships. Among other things, the Senate amendment would exempt products that are deemed critical to defense as well as spare parts and components deemed "essential to United States production." It was unclear Wednesday what goods would receive exemptions. It was also unclear whether the legislation would ban the import of goods such as computers from other manufacturers that include Toshiba parts.

Both questions are of critical interest to U.S. companies. "It will cut both ways. The blanket ban may turn out to be too excessive. However, some signal has to be sent to warn Toshiba that NEW YORK (AP) An Import ban on Toshiba Corp.

would cripple a Japanese company that employs nearly 4,000 people in the United States and is the world's principal supplier of the most advanced kind of computer memory chip, experts said Wednesday. Although the proposed ban Is aimed at punishing Toshiba, it', could also cause some harm in the United States, especially to companies that depend on Toshiba parts, analysts and company officials said. The VS. Senate voted Tuesday to bar Toshiba and a Norwegian company, Kongsberg Vaapenfabrikk, from selling nearly any products in the United States for two to five years because they had sold technology to the Soviet Union. The proposed sanctions were attached as an amendment to pending trade Nabisco Takes Licking On Lifesavers SAN DIEGO (AP) Nabisco Brands has settled a lawsuit in which it was accused of tricking candy buyers out of a few treats last Halloween.

The $74,000 settlement was reached Monday between the makers of Lifesavers candy and the San Diego city attorney's office, which said Nabisco had shorted purchasers of packages of "miniature Lifesavers." Wrappers on the 8.1-ounce packages said that about 25 rolls of Life-savers were inside. But of 6,800 packages checked in California, 90 percent contained 24 or fewer rolls of the fruit-flavored hard candy. "In California, it's against the law to use a qualifying term in a statement of quantity which tends to exaggerate the amount contained in the package," Deputy City Attorney William Newsome said. The complaint began with a disgruntled customer who bought four bags of the candy and found that none contained 25 rolls. Under the settlement Nabisco admitted no wrongdoing but agreed to pay $54,000 in civil penalties and $20,000 in litigation and investigation costs.

The settlement also enjoins Nabisco, from selling packages whose message "contains a specific or approximate numerical quantity of goods when in truth less than the stated numerical quantity is contained in such packaging." the city attorney's office said. Robert Foley, a lawyer in San Francisco who represented Nabisco, declined comment on the settlement through his receptionist Negotiators Say FSLIC Can Borrow $8.5 Billion bill is too little, too lax and too late." But Joe Morris, chairman of the VS. League of Savings Institutions, said in a statement that the FSLIC recapitalization plan gives the industry "sufficient money to resolve its problems and maintain its strength in the future." The $8.5 billion infusion from the savings institutions business at no cost to the taxpayers provides a major strengthening of the FSUC" Morris said. "We believe that the oversight provisions of the plan will help assure prudent use of the funds." est regulation of institutions insured by the government said Rep. Fer-nand J.

St Germain, D-RX, chairman of the House banking committee and of the negotiators. "The conference agreement on FSUC is a workable compromise that will allow FSLIC to deal effectively with the terminally ill institutions," he said. However, Rep. Jim Leach. R-Iowa.

a member of the conference committee, said. "Confronted with an industry that is undercapitalized, underre-gulated and overextended, I fear the House and Senate for final approval before being sent to the White House. Earlier, the House had passed legislation giving FSLIC borrowing authority of $5 billion while the Senate's version, in a comprehensive banking measure, would have allowed $7-5 billion. "The agreements reached in this conference provide a solid base on which the federal regulators can deal with short-range emergencies in the financial community and guidelines for the Congress in hammering out longer range solutions to public inter WASHINGTON (AP) House and Senate negotiators approved legislation Wednesday that would allow the insolvent Federal Savings Loan Insurance Corp. to borrow JS.5 billion to try to rescue the thrift industry from bankruptcy.

However. Sen. Jake Garn. R-Utah. the ranking Republican oo the Senate Banking Committee, said be still believes the bill could be vetoed by President Ronald Reagan because the unite House had proposed a $15 billion bailout The measure now goes back to the.