| Transcript | Denies Injunction
Court Fails To Halt BFG Takeover Bid
By HENRY S. RUPPEL
Beacon Journal Financial Editor
B. F. Goodrich Monday lost in its latest attempt to block a planned takeover bid for the company by Northwest Industries.
A temporary injunction it requested last Friday to prohibit Northwest and Loew's Theatres from buying or selling BFG stock, communicating with BFG holders or taking any further action on linking the firms was denied in Federal District Court in New York City.
BUT JUDGE Edward Weinfeld ruled that Northwest must file a registration statement with the Securities & Exchange Commission for its proposed tender offer for Goodrich shares by this Friday at the latest.
BFG had contended that a detailed press release on Jan. 20 stating Northwest's plan for the offer constituted an offer for BFG shares and was therefore in violation of securities laws.
Ben W. Heineman, president of Northwest, said after the hearing: "We are very pleased with the ruling, and we expect to file our registration statement within the period stated."
GOODRICH today had no comment on the ruling.
Monday, however, the Akron rubber firm said that, as a stockholder of Northwest, it is asking for a list of Northwest stock holders so it can communicate with them about having a special holders meeting.
BFG did not say how much Northwest stock it owns.
IT HAS now been officially disclosed by Northwest that it owns about 700,000 Goodrich shares and Loew's Theatres another 300,000—totaling some 8 pct. of BFG's outstanding stock.
In its suit last week, the rubber company had charged that the two firms and their associated interests have accumulated more than 10 pct. of its stock.
Northwest, a holding company centered around the Chicago & North Western Railway, contends there isn't any relationship between the two holdings.
BFG'S suit was filed against Heineman and Northwest and Loew's and its chairman, Laurence A. Tisch. Tisch also serves as a director of Northwest and has indicated Loew's
will sell its BFG stock to that firm if a higher offer is not forthcoming from another.
Goodrich had sought temporary and permanent injunctions to block Northwest from implementing the planned takeover.
It also has petitioned the Interstate Commerce Commission to require Northwest to obtain its OK before issuing securities under its bid. Northwest has asked the ICC to dismiss that petition.
BFG was the 15th most active New York Stock Exchange issue Monday as 85,000 shares traded and it fell 2 5/8 to $61.125. At 11 a. m. this morning it was quoted at $62.75 in a volume of 30,300 shares.
Northwest Industries, off 1 1/4 Monday at $131.50 was unchanged in early trading. Loew's was off 3/4 at $56.25 after rising 3 on Monday to $57. |
