Jacobs Offers $3.7 Billion-Plus for Borg-Warner

Minstar Chairman Irwin L. Jacobs said Tuesday that he had offered to purchase beleaguered Borg-Warner Corp. for between $43 and $48 a share, the second takeover threat involving that company to emerge in two weeks.

The takeover offer for the Chicago-based conglomerate would cost between $3.7 billion and $4.2 billion for the approximately 88 million shares outstanding, Jacobs said.

In a telephone interview, Jacobs declined to give details of his offer.

Jacobs, who said he holds a 7.7% stake in the company, said he sent a “very straightforward letter” to Borg-Warner officials but was unable to reach the chairman on Tuesday. “We’re just waiting to hear from the company,” he said. “The letter said I’d be calling shortly.”

Jacobs said he offered to enter into a standstill agreement--not to acquire any more shares of Borg-Warner stock--”in the spirit of showing a friendly agreement.”

In Chicago, Borg-Warner public relations manager Patricia Yoxall said: “We have received a letter from Irwin Jacobs and will study it, but we have no further comment right now.”

Two weeks ago, GAF Corp., a Wayne, N.J.-based maker of specialty chemicals and building products, said it owned or had options to buy a total of 9.6% of Borg-Warner and might seek a merger.

GAF officials could not immediately be reached for comment Tuesday evening. A telephone call to GAF spokeswoman Shellie Roth went unanswered, and a receptionist for GAF Chairman Samuel Heyman said he was unavailable.

Borg-Warner’s stock closed Tuesday at $37.675 a share, up $2.25 in New York Stock Exchange trading.

Borg-Warner, with strong chemical and automotive-product divisions, has announced in the past two months plans to sell both its profitable financial services subsidiary and its industrial products subsidiary, which had sales of $273 million in 1985.

The planned sales dovetailed with Borg-Warner’s announced intentions to move out of industrial products and financial services and focus its resources instead in areas where the company has a unique product advantage, is a market leader or had potential to become one. Borg-Warner has been accelerating its restructuring program aimed at boosting shareholder values in order to ward off potential unwanted takeovers.

The company’s board has authorized the repurchase of up to 15 million shares of stock and has said it might use proceeds from the divestitures for the stock buyback or for acquiring firms that blend with its “mainstream operations.”