Winn Approves Class A Stock Issue : Key Shareholders Enhance Position in S&L;, Food Concern

Stockholders of Winn Enterprises, the Anaheim specialty foods company and savings and loan operator, have voted to establish a new class of common stock, some of which will soon be issued as a dividend, a company spokesman said Monday.

The move could increase the control of several major shareholders over the company and act as a defense to any potential takeover.

Winn also said it will move Thursday from the over-the-counter market to the American Stock Exchange.

At Winn’s annual meeting Friday, shareholders voted to reclassify existing common stock as Class B common stock, with one vote per share, and to create a new, Class A stock, with one-tenth vote per share, said Anthony W. Harris, vice president for investor relations.

Shareholders also approved a measure allowing holders of Class A shares to elect 25% of Winn’s board of directors beginning with the 1986 annual meeting.

68% Shareholders

According to the company’s 1984 proxy statement, Winn’s principal shareholders--with more than 68% of the stock--are co-chairmen Ted Nelson and his half brother, Dee R. Bangerter, and Bangerter’s brother, Lee R. Bangerter. Harris said Monday, however, that because much of the stock has been pledged against recent Winn acquisitions, it is encumbered and cannot be voted.

Creating the Class A shares, which can be voted, will increase the brothers’ ability to control the company.

In all, Winn has about 5,200 shareholders and 6.1 million common shares outstanding.

After Friday’s annual meeting, Winn’s directors voted dividends of half a share of Class A common stock for every outstanding share of Class B common stock to shareholders of record as of Oct. 18.

Harris said that when Winn moves to the American Stock Exchange Thursday, only the Class B stock will be traded at first. The Class A stock will not be listed until sometime after Oct. 18, he said. No price for Class A stock has been established yet, he said.

‘Ongoing Diversification’

In a prepared statement Monday, Nelson and Dee Bangerter said the new Class A stock will enable Winn “to increase equity capitalization as part of (an) ongoing business diversification.”

Harris said Monday that establishing the separate class of stock and giving the Class A shareholders the right to elect a quarter of Winn’s board also “can be interpreted as a defense against possible takeovers.” But he said that Winn officials “know of no such (takeover) plans by anyone.”

In fact, Harris said, it is Winn that is doing the acquiring. In the past two years, the company has acquired Knudsen Foods, Foremost Dairies, Meyer Dairy of Kansas City, Utah-based MountainWest Savings & Loan Assn. and has grown from $545 million in revenues to annualized revenue of $1.2 billion.

Harris said that despite its aggressive acquisition mode, the company is not overextended or ripe for a takeover. “The dairy business is a very high cash flow business,” he said.