American Gets Offer Topping Black & Decker : Unnamed Suitor Offers $2.34 Billion in Cash

Directors of American Standard Inc. met Wednesday to review several alternative proposals to a hostile, $2.1-billion buyout bid from Black & Decker Corp., including an offer topping the bid from the Maryland-based tool and appliance maker.

Earlier in the day, a judge in Delaware granted Black & Decker’s request to temporarily prohibit American Standard from altering its retirement and severence pay plan as a defense against the takeover bid. American Standard, a plumbing and air conditioning concern, is incorporated in Delaware.

Black & Decker argued that the changes would unfairly add to the cost of acquiring the company, while producing little effect under a recapitalization plan being considered by American Standard.

American Standard’s board met Wednesday afternoon to consider definitive bids arising out of talks with other suitors, spokeswoman Lois Stewart said. She said she did not know how long the meeting would last or whether a statement would be released afterward.

The result of the meeting was considered pivotal to the outcome of the six-week takeover battle that has pushed American Standard’s stock price from $38 a share to an all-time high above $75.

In closing trading Wednesday on the New York Stock Exchange, American Standard rose 37.5 cents a share to $75.50. Black & Decker was up 25 cents at $18.625.

Stewart said American Standard, which repeatedly rejected Black & Decker’s overtures, had received several offers but she refused to identify the bidders.

One of the proposals, she said, was an all-cash bid of $75 a share for each of American Standard’s 31.2 million common shares outstanding, or about $2.34 billion. Black & Decker has offered $73 a share in cash.

On Tuesday, Black & Decker spokeswoman Barbara Lucas said her company was reviewing internal financial information supplied by American Standard and was considering making a new bid.

Black & Decker, which is based in Towson, Md., initially offered a buyout at $65 a share, later sweetening its bid to $68 and finally to $73.

If Black & Decker did not revise its offer, it would be taking the chance that American Standard’s management might strike a deal with another bidder, industry analysts said.

“Presumably the higher price wins,” said Cornelius V. Sewell at Argus Research Corp.