Enlists Investment Bankers to Help Fight Topper Bid : Emhart Fires Back With Allegations Against Suitor

From Reuters

Emhart Corp., the manufacturing concern facing an unsolicited $2.4-billion bid from Topper LP, on Wednesday filed legal claims against its suitor and hired its own investment bankers for a possible takeover battle.

Emhart said it had retained Wasserstein Perella & Co. and Shearson Lehman Hutton Inc. as financial advisers but added that it would continue to study the Topper offer and announce conclusions and recommendations no later than March 9.

Topper made its $35-a-share bid for Emhart’s 67.6 million outstanding shares last Thursday after the stock market closed.

Topper is an investment partnership controlled by Gordon Getty, son of the late oil mogul J. Paul Getty, who is worth an estimated $350 million, and the Fisher family, headed by brothers Lawrence and Zachary, which has made an $800-million fortune in New York real estate.


Emhart said the new legal action involved counterclaims filed in the U.S. District Court in Richmond, Va., in response to an action brought by Topper seeking to overturn its shareholder rights plan and certain provisions of Virginia corporate law.

A spokesman for the company said he could not elaborate on the details of the filing, which alleged securities law violations by Topper.

Emhart stock closed Wednesday at $40 a share, down 25 cents from Tuesday’s close but still well above Topper’s bid price, in New York Stock Exchange composite trading.

Last week, Wall Street analysts said they believed that Emhart may be worth more than $3 billion.


They noted that Topper has deep pockets and could afford to increase its offer closer to that level if a bidding war erupted or if Emhart sought to negotiate a friendly deal.

Last week, Topper said it owns 5.1 million Emhart shares, or just under 8%, and said it has arranged financing for the $2.19 billion needed to buy the rest.

Although vague takeover rumors had swirled around the company since December, when its stock was trading at about $22, the takeover offer came as a surprise to Emhart, some of whose products date to 1839 and include True Temper golf club shafts, Molly bolts, Kwikset locks and Russwin and Corbin hardware.

Emhart has about 30,000 employees and reported record earnings of $126 million on revenue of $2.76 billion for 1988.

EMHART CORP. AT A GLANCE Among Emhart’s diverse products are fasteners, hardware, bottle-making machinery, lawn and garden equipment, golf club shafts, bicycle frames and materials for shoes. One subsidiary, Pacoima-based Price Pfister, makes faucets and plumbing supplies.

Year ended Dec.31 1988 1987 1986 Sales (Millions) $2,762.0 $2,454.5 $2,094.3 Net income (millions) 125.0 98.0 79.8

Assets: $1,033,700,000

Employees: 30,305


Shares outstanding: 62,329,984

12-month price range: $40.875-$l8.85

day close (NYSE): $40