Burroughs Gets 58 Million of Sperry’s Shares

Sperry stockholders have offered to sell 58 million shares to Burroughs, company officials said Wednesday, completing the first step toward the $4.8-billion merger of the rival computer makers.

Burroughs’ tender offer for 31 million shares of Sperry stock at $76.50 a share expired at midnight Tuesday. On a pro-rated basis, company officials said, Burroughs will pay cash for about 53% of the shares offered and issue debt and securities for the remaining shares.

The merger, which will create the second-largest computer maker after industry leader International Business Machines, is expected to be completed by Aug. 1.

For the interim, Burroughs said it has appointed eight directors to Sperry’s board. Sperry officials said that in keeping with the terms of the merger agreement, four members of its board resigned, giving Burroughs a majority on the new 15-member board. Both Sperry’s and Burroughs’ individual boards of directors will be dissolved following the completion of the merger, and a new board will be appointed.

The new Sperry directors include W. Michael Blumenthal, chairman and chief executive of Burroughs; Paul G. Stern, Burroughs president and chief operating officer; former Michigan Gov. William G. Milliken; Paul S. Mirabito, former Burroughs chairman, and two other members of Burroughs’ executive ranks.

Continuing as directors of Sperry are Gerald G. Probst, chairman and chief executive of Sperry; Joseph J. Kroger, president and chief operating officer of Sperry, and Frank C. Carlucci, Edward A. Feigenbaum, Richard E. Heckert, Donald V. Seibert and Richard R. Shinn. The members who resigned from the Sperry board were Willard S. Boothby Jr., James D. Finley, Norma T. Pace and William L. Wearly.

Sperry consented May 27 to the acquisition after a three-week round of offers and negotiations.