GTI Announces Private Placement of Common Stock

In the latest of a complicated series of maneuvers, GTI Corp.’s board of directors said Friday that it had signed a definitive agreement for the private placement of 2.1 million shares--or 38%--of GTI’s common stock.

The private placements will be “of major importance to GTI’s decision to concentrate on internal growth and acquisitions,” according to GTI Chairman James LaFleur. GTI is a San Diego-based electronics and automotive manufacturer.

GTI’s announcement was “confusing” to a local analyst who complained that “it doesn’t make any sense . . . the company was talking about liquidation, it sold one division, it decided not to liquidate, and here they are doing a private placement to fund acquisitions.”

GTI officials, who announced the actions in a prepared statement, were not available for comment on Friday afternoon.

In the announcement, GTI also said its board of directors had turned down Bastion Technologies Corp.’s tender offer to acquire 51% of GTI’s outstanding common stock at $3.75 per share. GTI closed down an eighth of a point on Friday at 4 1/8.

Earlier Decision

In the statement, LaFleur said the private placements resulted “in part from (GTI’s) previously announced decision no longer to seek buyers for its operating divisions.”

Late last year, GTI sold off an ailing computer graphics division for $1.4 million, and at the time, repeated its intention to proceed with a decision on July 25, 1986, to liquidate its remaining automotive and electronics divisions.

However, on Jan. 17, GTI said it had abandoned the planned liquidation, largely because the company no longer owned the profit-draining computer graphics operation.

At the time, dissident shareholders suggested that GTI officials had used the liquidation plan as a “ploy” to ward off a board representation bid by the dissident shareholder group.

In Friday’s announcement, GTI said it would sell 1.5 million shares at $4 per share to Altech USA Inc. The company said it would issue 625,000 shares of common stock to Esco Sales Inc. for a 20% interest in Esco’s wholly owned Electronics Supply Corp. subsidiary in Riverside.

Net proceeds of the private placements, which are to be completed within the month, will be used to “reduce current indebtedness (and) for possible future acquisitions and working capital,” according to the prepared statement.