Word: hillings
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Dates: during 1970-1979
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...village is also losing its sense of history. As in most small French villages, history is everywhere in Moras En Valloire. Julius Caesar named the town when he and his army camped there one night in 58 B.C., and a huge manmade hill just above the town marks the burial site of an ancient Celtic hero. A large 11th century feudal castle had loomed over the village until Cardinal Richelieu ordered the castle destroyed in 1627, but its crumbling stone walls still linger...
...they are squaring off again in an especially vitriolic takeover fight. While American Express Co. was secretly plotting its $880 million bid for McGraw-Hill, it quickly hired Joe Flom, 55, in part so that McGraw-Hill could not get him first. McGraw-Hill countered by hiring Lipton, 47. Says an investment banker who has worked with both: "On offense, Flom is a tiger. He pretends there isn't any law and acts accordingly. On defense, Lipton comes up with innovative, ground-breaking lawsuits...
Last week Flom showed some of the qualities that have made him the undisputed "King of the Takeovers." In a bold move, American Express sued McGraw-Hill for libel and "publicly disseminating false and misleading statements designed to induce McGraw-Hill shareholders to reject American Express's tender offer." Attackers do not expect to be loved, but they rarely sue for libel. The 22-page complaint was aimed at silencing Harold McGraw, the publishing company's chief, who earlier in the week took out ads harshly attacking American Express, its chairman, James Robinson, and its president, Roger Morley...
McGraw called the Amexco bid "illegal, improper, unsolicited and surprising," and charged that Amexco "lacks the integrity, corporate morality and sensitivity to professional responsibility" essential to McGraw-Hill's operations. He claimed that Robinson had agreed last summer not to bid for McGraw-Hill after his informal overtures had been turned down, and that he was now guilty of "an unprecedented breach of trust." McGraw thundered that Morley, by continuing to sit on the McGraw-Hill board until the bid was made, "clearly violated his fiduciary duties to McGraw-Hill and the stockholders ... by misappropriating confidential information and conspiring...
...odds do not seem good for McGraw-Hill's management. In tender offers over the past ten years, the target company has been acquired 85% of the time either by the initial aggressor or by another bidder. Even Lipton, who with his pale, bland face and dark shapeless suits looks like an ambitious bank clerk, admits: "Cash offers are rarely defeated." Two years ago, he fended off Congoleum Corp.'s cash offer for Universal Leaf Tobacco. Says a Wall Street merger and acquisition specialist: "Marty tied Congoleum up for over eight months in the courts...