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CalFed Inc.’s board has adopted a three-tiered...

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CalFed Inc.’s board has adopted a three-tiered defense designed to dissuade hostile suitors. The nation’s fourth-largest thrift-holding concern declined to say whether it had received any hostile offers or was aware of any investors accumulating a large stake. Under CalFed’s plan, if a hostile suitor acquires more than 15% of its stock, all other shareholders will be permitted to buy additional stock at 20% of market value. The company would be authorized to issue new stock equal to 50% of its outstanding shares at the time. The Los Angeles company currently has 28.9 million shares. A second tier of the defense, which would be triggered if the suitor’s stake exceeds 25%, would permit other shareholders to purchase more stock at half price. If the suitor exceeds 50%, other stockholders would be permitted to buy common shares in the acquiring company at half price. CalFed, the parent of California Federal Savings & Loan Assn., has more than $24 billion in assets.

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