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Warner Again Delays Holders Meeting

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Times Staff Writer

An unresolved rift between Warner Communications and its largest shareholder, Chris-Craft Industries, prompted Warner on Thursday to postpone a shareholders meeting for the second time in six weeks.

Geoffrey W. Holmes, a Warner vice president, said the company postponed the Aug. 9 meeting because it was “unable to come to an agreement as to the slate of the board of directors.” Holmes said no new date has been set.

Meanwhile, Chris-Craft said Thursday that it has increased its Warner stake slightly, to 29.5% of the voting shares from 29.4%, and has secured permission from its lenders to borrow an additional $175 million if Chris-Craft subsidiaries decide to buy more Warner stock.

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In a filing with the Securities and Exchange Commission, Chris-Craft disclosed that its subsidiaries have purchased an additional 116,900 shares of Warner common in a recent six-day period for $3.5 million. The company also said that its broadcasting subsidiary, BHC, has retained the investment banking firm of First Boston to advise BHC on its investment in Warner. BHC’s investment is counted as part of Chris-Craft’s stake.

Friendly Investor

Chris-Craft, which was welcomed as a friendly investor 18 months ago when Warner was fighting off a takeover threat from Australian publisher Rupert Murdoch, began trying to extricate itself earlier this year after a clash in management styles became evident.

Last month, however, Chris-Craft reported the collapse of talks with Warner Chairman Steven J. Ross that might have led to a buy-out of Chris-Craft and all other public shareholders by a Ross-led investor group. Chris-Craft said it intended to seek allies in forcing certain changes at Warner and began buying more Warner shares. Two weeks ago, Chris-Craft suggested that it might stage a proxy fight to gain more seats on the Warner board, where it currently holds three of 14 seats.

According to one source, however, representatives of Ross and Siegel have continued to meet to try to work out their differences, with one meeting scheduled as recently as last night.

Although the reasons for the collapse of the Ross-led leveraged buy-out were never publicly divulged, sources suggested that Chris-Craft Chairman Herbert J. Siegel was dissatisfied by the proposed terms, which were said to include cash and notes worth about $30 per share in current value.

On the New York Stock Exchange on Thursday, Warner shares closed at $32, up 25 cents, on a volume of 198,500 shares. Chris-Craft shares closed at $52.375, unchanged from Wednesday, on a volume of 2,200 shares.

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