Word: curtisses
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...saga began in late 1977, when Kennecott took some of the proceeds from the Government-ordered sale of a subsidiary, Peabody Coal Co., and bought Carborundum Co., a maker of abrasives. As soon as the purchase was made, T. Roland (Ted) Berner, 70, the chairman of Curtiss-Wright, saw an opportunity. He said that Kennecott paid too much for Carborundum and that the copper company should have spent the money for improvement of its antiquated copper mines or distributed it to the shareholders. Berner then spent $75.5 million to buy 9.9% of Kennecott's shares and announced that...
Such a proxy fight was nothing new to Berner. He used one to win a seat on the board of Curtiss-Wright almost 30 years ago. During the past decade he was also involved in three similar, though smaller, battles. But despite the challenge, Kennecott prevailed in Round 1, winning the proxy fight by a scant 1.1 million shares out of 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...
...Berner objected that Barrow was "vastly overpaid" and forced the board to renegotiate the contract, which he said could have paid the chairman $27 million over five years. Berner also took exception to other perks, like a $5 million corporate jet for Barrow's personal use. Says a Curtiss-Wright insider of those board meetings: "Ted was the skunk at the picnic...
During the fall of 1980, Berner, who by then controlled 14.3% of Kennecott's stock, announced plans to increase Curtiss-Wright's holdings to 25%. Kennecott board members began fearing that he would start another fight for control of the 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...
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