Word: copperizing
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When Thomas D. Barrow, 56, resigned as a senior vice president of Exxon in 1978 to become chairman of Kennecott Corp., the nation's largest copper company (1980 sales: $2.3 billion), he probably figured that his days in the oil business were over. But suddenly last week Barrow found himself back with another oil company. Standard Oil of Ohio made a successful bid to buy Kennecott for $1.8 billion in cash...
...approximately 26 million voted at the annual meeting of company stockholders in 1978. Then, five months later, a federal court set aside that decision saying that shareholders might have been unduly influenced by the last-minute court battle that had preceded it, and ordered another vote. Thereupon, the copper company negotiated a signed truce with Berner. Under its terms, Berner was given three seats on the 18-person Kennecott board of directors in exchange for a promise not to launch another proxy contest before the May 1981 annual meeting...
...company as soon as the cease-fire expired in May. Barrow, therefore, huddled with some of Kennecott's directors last November and then announced a pre emptive strike: Kennecott was going to take over Curtiss-Wright. Said one Wall Street source: "The apple had bitten the worm." The copper company offered Curtiss-Wright owners $40 a share for their stock, nearly twice the then prevailing rate. Curtiss-Wright promptly went to court to halt the takeover attempt, but the court ruled that Barrow could go ahead with his move...
Berner nonetheless tried to fight off the Kennecott attack. Curtiss-Wright announced that it would buy back 1 million of its own shares at $44, and the price was soon raised to $46. That was $6 a share more than Kennecott offered. But the copper company, unable to attract enough Curtiss-Wright shares at $40, ended its offer and started negotiating with
Kennecott agreed to hand over its 2.8 million shares of Curtiss-Wright, plus $168 million in cash, in exchange for Curtiss-Wright's Dorr-Oliver subsidiary, a maker of pollution-control and other equipment; Curtiss-Wright returned 4.8 million shares of Kennecott to the copper company, and Berner and two other Curtiss-Wright directors resigned from Kennecott's board of directors. With their proxy fights at last over, Barrow and Berner can now get back to their real businesses of digging copper and building jet engines. -By Julie Connelly. Reported by Frederick Ungoheuer/New York