Word: goodrich
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...make it even more difficult for Heineman to gain control, Goodrich persuaded shareholders to vote for the staggering of directors' terms. Thus, Northwest cannot possibly win a majority on the board until...
Meanwhile, 99-year-old Goodrich, the nation's fourth largest rubber company, was taking a rather bumpy ride. Last year it earned only 3.9% on its $1.1 billion sales, lowest profit margin among the Big Four. Goodrich was obviously vulnerable to takeover because its ownership was widely scattered and the price-earnings ratio of its shares was relatively modest. It was not long before Goodrich began to draw the attention of a number of acquisitive companies, including Northwest. Goodrich Chairman Ward Keener, a onetime economics professor, began mapping defensive strategies as early as last June...
...March, Northwest revised its January proposal and offered a complex package of debentures, preferred stock and warrants, then worth about $75, for a share of Goodrich ($50). Keener, who dismissed what he called a "funny money" offer, had assembled a potent band of allies. For legal advice, he had White & Case, the Manhattan firm that masterminded American Broadcasting's successful defense against Howard Hughes last year. As investment bankers, he had First Boston Corp. To burnish Goodrich's image, Keener used three public relations firms, among them Hill & Knowlton, the world's biggest...
...sway Goodrich shareholders, costly advertisements passed the word that not only was Northwest attempting to swallow a much larger company, but it had also reported a first-quarter loss of $3.9 million. Recent ads pointed out that Northwest's stock had dropped from $140 in January, to 81¾ last week, with the result that Heineman's generous original package offer for one share of Goodrich was now worth about $10 less. (Goodrich stock closed last week...
...increase its number of shares outstanding and thus raise the total that Heineman would have to win, Goodrich made a deal with Gulf Oil Co. Last February, Goodrich issued 700,000 new shares worth about $32 million to buy up Gulf's half-interest in Goodrich-Gulf, a money-losing subsidiary. The price was steep, but the deal put 5% of Goodrich's stock into the friendly hands of Gulf's management...