Ahmanson Seeks to Make a Takeover More Difficult

H. F. Ahmanson & Co., parent company of Los Angeles-based Home Savings of America, said it is seeking shareholder approval to reincorporate in Delaware to take advantage of that state’s more flexible anti-takeover laws.

Delaware’s laws of incorporation are generally considered friendlier to companies than those in California, where the giant savings and loan holding company now is incorporated. Home Savings is the nation’s second-largest S&L;, with assets of $24.3 billion.

Ahmanson also said in a proxy statement that it will ask for additional measures to bar “greenmail” payments and thwart a hostile takeover bid, including authorization for new common and preferred shares. Ahmanson will present the proposals to shareholders at its annual meeting May 21 in Los Angeles.

Ahmanson officers said they knew of no current takeover attempts.

At present, 40 million shares of common stock and 5 million shares of preferred are authorized. The board wants authorization for 20 million additional common shares and 5 million preferred. A company spokesman said the stock would not carry “poison pill” provisions to make them unattractive to persons seeking a takeover.

The company wants to change its bylaws to eliminate shareholder power to call special stockholder meetings, prohibit shareholder actions outside of the annual meeting and require the approval of 80% of shareholders for certain transactions. Under California law, only a majority vote is required. The rules also would prohibit Ahmanson from paying more than a 5% premium on shares purchased from takeover speculators holding more than 10% of the firm’s stock.