Shareholder Group Targets Fluor, Great Western for Reform Campaigns

The Fluor Corp. in Irvine and Great Western Financial Corp. in Beverly Hills have been targeted for reform by the Los Angeles chapter of a national shareholder rights organization.

United Shareholders Assn., an organization founded in 1986 by corporate raider T. Boone Pickens Jr., said Monday that Fluor and Great Western are among 50 firms nationwide that have been singled out for shareholder rights campaigns.

Association official Ralph Whitworth said the group will encourage large institutional shareholders who hold stock in Fluor and Great Western to campaign for passage of reform proposals at the companies’ annual meetings next spring. The effort will be pushed by the Los Angeles chapter of the association, which will provide free legal and technical support.

The association, based in Washington, conducted a pilot reform program last year with 12 companies and claims to have negotiated agreements with two of them.

Fluor, a large construction and engineering firm, and Great Western, a diversified financial services company, were both criticized by the group for adopting “poison pill” provisions intended to discourage corporate takeovers that might be beneficial to shareholders but would oust management.

United Shareholders Assn. also criticized the companies for providing corporate officers with “golden parachute” severance agreements that take effect in special circumstances, such as a corporate takeover, and staggering the terms of their directors, thus making it impossible for shareholders to remove an entire board of directors in one vote.

The companies, both of which are incorporated in Delaware, were further criticized for taking advantage of that state’s “anti-shareholder statutes.”

Fluor also was given black marks for failing to provide confidential balloting for its shareholders. Whitworth said the association’s first priority at Fluor will be to institute secret balloting to protect Fluor employees and other shareholders from the threat of intimidation by management.

Fluor spokeswoman Deborah Land said the company’s policies have been designed to protect and enhance shareholder values.

She said Fluor’s poison pill gives shareholders the authority to decide whether to accept a takeover bid. On the subject of confidential voting, she said that more than half of Fluor’s stock is voted in the name of the brokers who sold it and that thus the real shareholders cannot be identified.

Lynn Taylor, spokeswoman for Great Western, contended that the corporation, whose largest subsidiary, Great Western Bank, operates 280 savings and loan branches in five states, “is held in very high regard” by its institutional investors “because of our record of building value for our shareholders.”

Both Taylor and Land complained that they had not been directly contacted by United Shareholders. United Shareholders Assn. said it mailed letters to the chief executives at both companies Monday detailing its concerns.