Dart Moves to Oust Dayton Hudson Board
Dart Group said Thursday that it had filed documents with the Securities and Exchange Commission to begin a process that could result in the removal of the board of Dayton Hudson.
Dart, which is seeking to buy Dayton Hudson for $6.62 billion, filed preliminary materials with the SEC that would enable proxies to be solicited from the retail company’s shareholders to demand a special shareholders meeting, said Stanley Rubenstein, a spokesman for Dart in New York.
The meeting would be called “for the purpose of seeking to remove the entire Dayton Hudson board of directors,” said a Dart statement read by Rubenstein.
The proxy materials, filed Tuesday, are subject to approval by the SEC.
Dayton Hudson, the nation’s seventh-largest retailer, declined to comment on the filing.
Retail industry analysts had expected Dart to make a move to replace the Dayton Hudson board with directors who would be more amenable to a takeover.
Dart Chairman Herbert Haft and the company’s president, Robert Haft, have offered to pay $68 a share plus stock in a new company for each of Dayton Hudson’s 97.4 million shares outstanding.
The board of Dayton Hudson, based in Minneapolis, has rejected the offer and an earlier $65-a-share bid.
Donald I. Trott, a retail industry analyst with Dean Witter Reynolds, said that with the Dart move, it was becoming more likely that Dayton Hudson would have to restructure or take other steps to fend off the Hafts.
“The odds are very high that one way or another . . . the status quo will disappear,” Trott said.
Dayton Hudson stock fell 25 cents to $59.75 in New York Stock Exchange composite trading Thursday.
Besides seeking the removal of the board, Dart, which is based in Landover, Md., could try to have anti-takeover provisions deleted from Dayton Hudson’s bylaws.
Under a new Minnesota law designed to thwart hostile takeovers, Dart needs the proxies of 25% of the shareholders to call a meeting. If it obtained those proxies, Dayton Hudson would have to call a meeting within 55 days of receiving notice from Dart.
