Hartford Courant from Hartford, Connecticut • 71

SECTION SATURDAY APRIL 1,1989 Gadfly angry-over having to choose Topper sells Emhart stock i to end battle 1 i 1 Jh i cs (pa it sometimes it's lower. But the number does not surprise me at alL" Such a payment is often considered a repayment for expenses incurred, Goldman said. While Topper officials would not say how much they spent trying to take over Emhart, sources close to the deal have said the expenses could be as high as $40 million. The expenses include bankers' fees, lawyers' fees and public relations fees. First Boston, for example, which was an investment advisor for Topper on the Emhart deal, received a $1.3 million fee.

In addition, the investment banking house will also get 11 percent of the $1.1 billion that it would have lent Topper had the deal gone through. The company also gets 11 percent of any profits, which are estimated to be about $57 million. The price at which Topper sold its shares Friday was not disclosed. Emhart's stock closed unchanged at $39.62 ft in trading on the New York Stock Exchange. The stock sale was made, on the open market, and not to any one buyer.

Chemical Bank, which also would have lent Topper money had the deal been successful, will get about $8 million. Topper will also have to pay the brokerage firm of Papamarkou Co. Inc. 1 percent of any profits, said a source who is familiar with the transaction fees. The source said the brokerage company is being paid the money for introducing the principals in the Topper group to each other.

The principals include New York's See Firm, Page F4 By P.E. McNERNEY Courant Staff Writer Topper L.P. the New York-based investment partnership that started the bidding for Emhart Corp. ito February officially bowed out of the contest Friday morning by selling its entire 5.1 million block of Emhart stock. i The sale paves the way for Black Decker's $40-a-share bid for the Farmington-based manufacturer.

Emhart officials have endorsed Black Decker's offer, and Black Decker officials said they hope to close the deal by the end of June. While Topper's $35-a-share bid formally remains on the table on the remote chance that Black Decker's bid falls through -r the sale of the stock marks the end of Topper's active involvement in the bidding. As part of an agreement with Black Decker, Topper said Thursday, it would not offer a higher bid for Emhart. I Black Decker, based in Towson, said that as part of the agreement it would pay Topper $21 million. In return, Topper agreed to settle a lawsuit that could have blocked Black Decker's bid.

Such a deal is not an unusual way to end a bidding war, said several lawyers and industry experts. "It's not uncommon at all," said Stanford N. Goldman a corporate partner and securities specialist with Schatz Schatz Ribicoff Kotkin. "The losing party often gets ajll or part of expenses paid. It's basically a way to expedite the more important transaction of the merger.

Sometimes it's higher than that; Middletown ski firm to lay off 90 workers Albert Dickson Special to The Courant The mild winter meant savings for businesses on ager of Hamilton Standard, a division of United their heating bills, said Richard Ryan, plant man- Technologies Corp. Mild winter leaves utilities cold Robert Weisman Evelyn Y. Davis is all dressed up with too many places to go. Davis, the nation's most flamboyant corporate gadfly, has outfitted herself with a bright new. wardrobe for the annual meeting' circuit this spring.

But she's miffed about having to miss some meetings including that of United Technologies Corp. because they overlap with others on her calendar. "I used to wear something red to the stockholders' meetings," Davis recalls. "This year Til be the lady in blue. Red is out.

Nancy Reagan is gone, and Barbara Bush likes to wear blue." Taking her cue from the new First Lady, Davis also says she has purchased three strands of fake pearls "real nice, about $95 or so" to wear to this season's shareholder meetings. "You have the scoop," Davis says in her sharp Dutcluaccent. A native of Amsterdam who lives in the Watergate complex in Washington, D. Davis has gained renown over the past quarter century for her antics at annual meetings of companies in 'which she typically holds small numbers of shares. When allegations surfaced that Bank of Boston laundered money for the mob, for example, she carried a laundry bag into the bank's annual meeting.

Davis has harangued some cor porate chairman and fawned over others. She has ridiculed their underlings and feuded with fellow gadflies. Each year, she publishes a postmortem on the sessions, titled "Highlights and Lowlights." In her spare time, she has turned up at presidential news conferences with White House press credentials. But as this year's round of annual meetings nears, Davis is upset about the many scheduling conflicts which she does not take to be accidental. Like a debutante invited to sev- -eral parties on a single night, Davis feels deprived of the limelight because so many leading American corporations are holding their annual stockholder meetings on the same day.

April 24, the day shareowners of Hartford-based UTC will meet in Memphis, "is one of the worst days they could have picked," Davis complains. "Memphis is fine," she says of the site. "But I have another meeting that day. These companies schedule their meetings on the same day so that people like me can't go to both." Davis says she will spend April 24 at the American Express Co. meeting in New York.

Besides the UTC meeting that day, she will be missing meetings of IBM Manufacturers Hanover Corp. and Allied-Signal Inc. "I wish you would write something about these companies all holding their meetings on the same day," Davis says. UTC spokeswoman Peg Ha- -shem, in response, says charges of collusion are "silly." Davis believes companies should make more of an effort to accommodate her when setting dates. "What they should do is have the Travelers meeting in the morning in Hartford and the United Technologies meeting there in the afternoon," she suggests.

Although she usually attends the Travelers Corp. meeting, Davis says she will miss Monday's gathering of the insurer's stock-owners for "personal reasons," Davis chose American Express over UTC on the 24th because of the presence of Henry Kissinger as an American Express director. She says she will grill American Express executives on the ethics of putting on their board a former top government official who "is so obviously cashing in." The revolving door between government and the private sector has long been a pet peeve for Davis. Though she will not attend the UTC meeting, she has introduced a proposal that would require the company to disclose the government service of its employees and advisers. UTC management opposes the plan.

Last year, an identical Davis proposal was overwhelmingly rejected by UTC shareholders. "These things never pass," she acknowledges. "But they call attention to the issue." Robert Weisman is a Courant business writer. A Ml' percent on their electric bills and commercial customers saved an average of 1 percent because of the weather. In February, residential customers saved 6.3 percent, and commercial customers saved 2.5 percent.

Weather and fuel experts said it was a strange winter. While some statistics indicated the winter was a normal one, the statistics can be deceptive, said Mel Goldstein, director of the Weather Center at Western Connecticut State University in Danbury. Take degree days for example, a seasonal measure of heating requirements computed by using the high and low temperatures for a day. Through Friday, Connecticut had recorded 5,356 degree days, barely below the 5,359 norm for the date, Goldstein said. "What's more meaningful in energy consumption is how long it's Goldstein said.

"Even though the averages say we're near normal, the cold we did experience was never sustained." Although Connecticut experienced some chilly mornings, the warm periods were longer than the cold ones, he said. Goldstein said average temperatures this winter were about. 1.5 degrees higher than normal. He said "that may not sound like much" but called it "very significant." Kotkin said the utility expected electricity consumption to be lower than usual because the state's economy is slowing down. But mild weather in January was not expected.

NU this week reported a reduction in earnings and attributed it partly to the warm winter. NU computes its 12-month earnings at the end of each month, and they dropped 12 cents a share, from $2.14 to $2.02, from January to February, Kotkin said. The decrease was attributed to many factors including revenue reductions for its Connecticut Light Power Co. subsidiary, higher taxes, and low sales in February, caused by warm weather, Kotkin said. Robert E.

Busch, senior vice president of finance at NU, said revenues are $10 million below budget so far this year. Other utility companies reported sales were down, but not significantly. The mild winter had a minimal See Mild, Page F2 By WILLIAM J. WARREN Courant Correspondent MIDDLETOWN Saying it no longer can compete with foreign imports, TriStar Sports Inc. announced it would close its alpine-ski manufacturing operation May 29 and lay off about 90 employees.

Robert B. Colburn, president of TriStar, said Friday the company I would continue to have 44 employees in its marketing, sales and research and development operations but would buy finished products from European manufacturers. Colburn said market conditions throughout the world haye not been good for several years but the decision to abandon manufacturing was recent. The decision was dictated by economic necessity when orders for the coming year were insufficient to sustain the manufacturing operation, he said. Mayor Sebastian J.

Garafalo said i Friday he received a letter from the company late Thursday notifying him of the closing. The news was unexpected, he said, adding that he had not heard any rumors before receiving the letter. Garafalo said he was alerting per-sonnel agencies to prepare to help the workers. "These people are go-; ing to require retraining skills to move to another sector," he said. "We are going to be ready to work with these people to do what we can." Colburn said the company is act-' ing responsibly by streamlining its operation.

Employees, who were no- tified of the closing Thursday after-noon, will receive severance pay and benefits. Severance pay will range from a minimum of two weeks, to a Court rules inWHCTcase Z' By STEPHEN M. WILLIAMS Courant Staff Writer The U. S. Court of Appeals In Washington Friday ruled in favor of a Rocky Hill businessman who claims a Federal Communications Commission policy deprived him of the right to buy a Hartford television station five years ago.

The court struck down the policy challenged by Alan Shurberg, who filed a lawsuit in 1984 to block the $3.1 million sale of WHCT, Channel 18, by Faith Center Inc. of Glendale, Calif i to Astroline Communications Co. Ltd. of Saugus, Mass. sale came after a dispute between the FCC and Faith Center over violations of FCC regulations.

Faith Center decided to end the dis- pute by selling the station under the We lare going to be ready to work with these people to 4o what we can. 99 Sebastian J. Garafalo Mayor of Middletown maximum of five months for employees who have worked for the company for 15 years or more and who work through May 29. "We believe we have a fair and generous severance package for our employees," Colburn said. The closing will affect the community, said Lawrence D.

McHugh, president of Middlesex Chamber of Commerce. "It's not just the 89 people who are being thrown out of work," he said. "They have been a good corporate citizen over many years. The chamber intends to contact the labor department and offer our services in retraining the people who are out of work." The company started operation in Middletown in 1970 as Olin Ski a subsidiary of Olin Corp. of Stamford.

The company merged with" Track a ski distributor based in Massachusetts, in 1986. It is no longer an Olin subsidiary. In June 1982, Olin Ski citing poor business conditions, asked its 260 employees to volunteer for permanent layoffs, temporary leaves of absence or early retirement. Eight workers volunteered to give up their jobs permanently, 40 offered to take temporary leaves of two weeks to six months, and three offered to retire early. today's data DOW JONES AVERAGE (Friday's close) 30 Industrials 2,293.62 Down 12.28 point T-BILLS (As of March 27) 12 month 9.78 6 month 9.12 3 month 9.10 MORTGAGES (Average, based on local survey) Adjustable, 1 11.65 Fixed, 30 yr 11.54 Inside MCA, United Artists' sales Reports indicate that MCA and United Artists are to be sold.

Page F2 Administration support The administration hopes It can gain approval for its debt-reduction program. Page F6 By SANDRA CLARK Courant Staff Writer The warm breezes and snatches of sunshine that teased Connecticut residents this winter also pleased their purses. With a milder than expected season, lower thermostats saved money for residential and commercial customers, said oil suppliers and utilities. But the good news for consumers was bad news for suppliers, many of whom suffered reduced revenues. Last year, Northeast Utilities' sales increased by an average of 5 percent a month.

But in January and February this year, sales increased by only 1.3 percent, said Jeffrey R. Kotkin, NU spokesman. Although a few of -the state's utilities said the warm weather had little effect on sales this winter, heating-bil suppliers reported that sales were as much as 20 percent lower than last winter. Businesses such as an insurance company, a manufacturer and The Courant said they saved on heating bills. NU, the state's largest electric utility, said residential customers in January saved an average of 2.3 30-year T-bonds Ljg-vJ The rate on 30-year Treasury nnn bonds was 9.09 percent as of 4:30 p.m.

Friday. I IN PERCENT 9.60 9.40 9 20 1.00 17 20 21 22 23 27 28 29 30 31 ll Northwest stock takes off after Davis announces bid cer of NWA, said the proposal would be reviewed by the company's board of directors. But the company would not say when the meeting would occur. Meanwhile, dissident NWA shareholders filed lawsuits Friday in Minneapolis and Wilmington, to compel Northwest to seriously consider all takeover bids. Davis' proposal came two days after Northwest disclosed that a separate investment group is interested in buying the company.

Northwest has refused to identify the group, which holds 4.9 percent of the company's 29.1 million shares. Karl Cambronne, a lawyer for the shareholders' group in Minneapolis, said the the Hennepin County District Court lawsuit seeks to prevent Northwest's management and board See Northwest, Page F2 Associated Press MINNEAPOLIS The price of NWA Inc. stock soared Friday in active trading following an announcement that Denver billionaire Marvin Davis has offered $2.62 billion, or $90 a share, to buy the parent of Northwest Airlines. The stock climbed to an all-time high of $84.87 in consolidated trading on the New York Stock Exchange, up $16.62 a share from Thursday's dose. More than 3 million shares were traded.

The previous all-time high for Northwest stock was $76 in February 1987. It had been as low as $30.62 in December 1987. Northwest, the nation's fourth largest airline, Friday confirmed it had received the unsolicited proposy al from Davis, Steven G. Rothmeieif, chairman and chief executive offi- See U.S., Page F6 fc. 4eMij A i.