Zellerbach Has No Comment on Tender Offer : Goldsmith Makes Formal Bid of $42.50 a Share

Crown Zellerbach directors met Wednesday to discuss a takeover attempt by British industrialist Sir James Goldsmith and released a statement saying that they had no comment on the tender offer launched earlier in the day.

Goldsmith formally offered to pay $42.50 a share for the majority of Zellerbach’s 27.2 million outstanding shares Wednesday morning, just a few hours before a scheduled meeting of Zellerbach’s board in San Francisco. The move comes despite a complex anti-takeover plan Zellerbach has begun specifically to thwart Goldsmith.

Stock Price Unchanged

The price of Zellerbach stock was unchanged Wednesday at $41.875 with more than 1.2 million shares changing hands in consolidated trading on the New York Stock Exchange.

After the meeting, Zellerbach spokesman Larry Kurtz read a statement released by directors of the 115-year-old company. “We have nothing to report but will make a statement at the appropriate time,” Kurtz said.

Directors had been expected to respond to Goldsmith’s offer, but Kurtz said the formal beginning of the tender offer earlier in the day “changed things.”

Since Goldsmith first announced his plans for a tender offer last December, Zellerbach has put into place an unusual deterrent that would allow stockholders to sell their shares to a new owner at twice the price they paid for them. The move was designed to increase the cost of a takeover and applies to anyone who owns 20% of Zellerbach’s stock or seeks at least 30%.

Goldsmith, one of a handful of corporate investors who have surfaced in recent years attempting to buy what they consider undervalued companies, already owns at least 8.5% of Zellerbach’s stock.

The two sides already are digging in for an anticipated proxy battle at Zellerbach’s annual meeting May 9. Goldsmith has said he will seek representation on the board of the paper and forest-products company with the intention of revoking the anti-takeover measures.

Deadline Passed

Goldsmith had given the company until this past Monday to drop its anti-takeover measures, but that deadline passed without comment from Zellerbach.

Two shareholders filed a lawsuit in Chicago earlier this week against Zellerbach, charging that the deterrent to Goldsmith’s offer keeps them from receiving a premium for their shares.

Generally, during a takeover attempt, the company’s stock rises as investors gamble that the offer will be successful or others will enter the bidding and drive up the price.

Mark S. Rogers, a paper and forest-products analyst with Dean Witter Reynolds in New York, said that Zellerbach may be worth more than Goldsmith is offering.

“On a buy-out basis, Zellerbach stock is worth in the $50-to-$55 range,” considering the company’s sizable assets, Rogers said. “I think the $42.50 bid of Goldsmith’s is probably too low.”

Zellerbach, like many paper-product companies, has seen revenue and income remain roughly the same during the past five years. In 1984, the company had sales of $3.1 billion, with net income of $86.9 million, or $2.61 a share.