Shamrock Lists 14 It Wants as New Polaroid Directors
Shamrock Holdings on Friday disclosed the names of the 14 people it wants to elect to replace Polaroid Corp.’s directors, including Walt Disney Co. President Frank G. Wells, former Gemini astronaut Thomas P. Stafford and former Green Bay Packers football star and broadcasting executive Willie D. Davis.
The Burbank investment firm, which has launched a $3-billion hostile bid to buy the Polaroid stock it does not already own, said it submitted the names to Polaroid. Shamrock has vowed to launch a proxy fight to elect its own slate of Polaroid directors at the Cambridge, Mass., instant-photography company’s annual meeting May 9 in Wellesley, Mass.
The Shamrock disclosure follows a major financial restructuring announced by Polaroid on Monday that includes buying back $1.1 billion of its stock and the sale of $300 million in convertible preferred stock to Corporate Partners, an investment fund organized by the New York investment banking firm Lazard Freres, whose goal is to buy minority positions in companies fending off hostile suitors.
With the sale of the preferred stock, Corporate Partners has an immediate voting stake of nearly 8%, which could rise to 10% to 15%, depending on how much stock Polaroid repurchases from its shareholders. The sale of the stake makes it much more difficult for Shamrock to buy Polaroid, especially because Polaroid last year sold 9.7 million shares to a newly formed employee stock fund, which now has a voting stake of 12.5% in the wake of the Corporate Partners investment.
Shamrock, which owns 6.8% of Polaroid’s common stock, is suing in Delaware to scrap the stock buyback plan and the sale of the preferred stock to Corporate Partners. Shamrock said that, if it is unable to scrap the plan in court, its bid “may be adversely affected.”
As expected, Shamrock’s list of nominees includes its two top officers, Roy E. Disney, who is chairman, and Stanley P. Gold, president of the firm. Shamrock is owned by the family of Roy Disney, nephew of the late Walt Disney.
Others on the list include David E. Anderson, recently retired as chief executive of GTE of California; Wertheim Schroder Chairman James A. Harmon; Jack D. Steele, former dean of USC’s Graduate School of Business, and Dr. Peter Linneman, professor of finance and public policy at the University of Pennsylvania’s Wharton School of Business.
Also, Joseph E. Reid, former president of Meridian Oil; Milton Wilson, dean of the School of Business and Public Administration at Howard University; Norman B. Asher, partner in the Boston law firm Hale and Dorr; Philadelphia lawyer James M. Ballengee, and Jerry W. Carlton, a partner with the O’Melveny & Myers law firm in Los Angeles.
Polaroid had no comment on the Shamrock announcement.
