Rivals Seeking Viacom to Limit Stock Buying

Continuing a tense takeover battle, two rival groups seeking to acquire Viacom International have each agreed to limit further purchases of the company’s stock.

In a filing with the Securities and Exchange Commission, an investor group led by Viacom managers disclosed Friday that it has agreed not to acquire further Viacom shares except through a tender offer for at least 50% of the company’s stock. Their rival for control of the company, National Amusements, a Boston theater chain, has made a similar pledge.

Neither side would elaborate on the reasons for the agreement, but Wall Street sources said the deals were designed to prevent a “creeping tender offer” by either side. In such a maneuver, a would-be acquirer secretly purchases small amounts of stock with the aim of ultimately gaining control of the target company.

Analysts say the Viacom contest may still go either way. National Amusements may sweeten its earlier offer for the company, or the management group may offer National Amusement a premium to drop its bid, they say.

While Sumner M. Redstone, National Amusements’ chairman, made his name in takeover battles by buying a minority stake in companies, then pressuring them to gain a premium, “this is a for-real offer,” an official of a major arbitrage firm said. “The company could still end up in Redstone’s hands.”

Viacom has been unwilling to disclose the names of all the managers who are part of the management group, but the SEC filing shows they include these executives: Terrence A. Elkes, president, chief executive and director; Kenneth F. Gorman, executive vice president and director; John W. Goddard, senior vice president and director; Jules Haimovitz, president of Viacom Networks Group; George Castell, vice president; Gordon E. Belt, vice president, chief financial officer and treasurer; and Ronald Lightstone, senior vice president for corporate and legal affairs, and secretary.