Goldsmith May Get Zellerbach Seat : Early Tally Shows 3 of 4 Management Candidates Ahead

Crown Zellerbach management acknowledged Thursday that financier Sir James Goldsmith likely has won a seat on the forest-products company’s board of directors. But Crown Zellerbach Chairman William T. Creson said an “overwhelming majority” of stockholders voted to endorse the current board.

“We are gratified by the apparent strong support we received from our shareholders,” Creson said following a recess of the company’s annual meeting in San Francisco. “Even if Goldsmith does come on the board, he must do so in the face of a shareholder mandate which supports the board’s efforts to maximize the value of Crown Zellerbach for all shareholders.”

Goldsmith presented a slate of three candidates for the 12-member board, which had four directors up for reelection. A Crown Zellerbach spokesman said a preliminary vote count showed Goldsmith’s group winning one seat and the company’s slate winning the remaining three.

A final tally is not expected for at least a week.

“He (Goldsmith) has his foot in the door,” said stock analyst George B. Adler of the investment firm Smith Barney, Harris Upham & Co. “The struggle for Crown Zellerbach is not over by any means.”

Goldsmith reported Wednesday that he had increased his stake in the firm to 19.6% from 9.4% with the purchase of 2.8 million shares in two privately negotiated sales. Arbitrageur Ivan F. Boesky disclosed that he sold 1.75 million shares to Goldsmith at $43.05 per share. The seller of the other block of shares, for which Goldsmith paid $43 per share, was not disclosed.

In composite trading Thursday on the New York Stock Exchange, Crown Zellerbach closed at $41.50, down $1 on volume of 188,400 shares.

Boesky said in a filing with the Securities and Exchange Commission that he still holds 784,300 Crown Zellerbach common shares, or about 2.9% of the company’s outstanding stock.

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He acquired about 2 million shares early in April for an average price of $40.93 per share and added to his holdings later in the month at between $42 and $44.375 per share. His trading profit appeared to be in excess of $3 million.

Neither Boesky nor Goldsmith could be reached for comment.

Boesky’s sale of the Crown Zellerbach stock was seen by analysts as an indication that the company’s share price had peaked and could begin to slide.

“Why is the stock going down? It is my belief that Sir James will not be able to successfully take over the company. That’s why speculators are getting out,” said John E. Maack Jr., a timber and forest-products analyst with the securities firm S. G. Warburg, Rowe & Pitman, Ackroyd. “Most of the fun is over in this stock.”

Maack estimated the current value of Crown Zellerbach shares at $41 to $42, with a possible future value of about $55 if an ambitious restructuring program being undertaken by the company succeeds.

In that connection, Creson named a number of current senior executives to head two of the three independent components under the new corporate structure.

He said:

- He will remain as chairman of Crown Zellerbach, which will focus on paper products and containers.

- James A. Toney will direct the specialty packaging unit, whose operations had 1984 sales of $348 million.

- MacDonald S. Denman, William R. Corbin and Susan Tohbe will run the liquidating limited timber partnership, with holdings of about 1.6 million acres of forest land.

The company forecast 1985 sales of $2.5 billion for these operations.

Creson called on Goldsmith to “cease his efforts to disrupt the board’s program” to reorganize the company. He added: “We will not be pressured by his tactics and ultimatums.”