SCIENCE / TECHNOLOGY : MAI to Continue Efforts to Control Prime Computer Board of Directors

Despite being outdone by a rival bidder for Prime Computer Inc., MAI Basic Four Inc. says it won’t back down from its planned proxy fight to seek control of Prime’s board of directors.

MAI, a Tustin-based computer maker, will try to gain a majority of seats on Prime’s board during the company’s annual shareholders’ meeting Wednesday in Natick, Mass. But MAI, which tried for eight months to acquire Prime, won’t have the clout it had earlier in the takeover fight.

Several months ago, MAI was the lone bidder for Prime and had more than 70% of Prime’s shares tendered to its offer. But most of the tendered shares were withdrawn after Prime accepted a buyout proposal valued at more than $1.4 billion from J.H. Whitney & Co., a New York venture-capital firm. Prime’s directors accepted Whitney’s offer as a way of fending off MAI’s protracted takeover effort.

MAI had earlier bid $1.2 billion for Prime. But after an unsuccessful effort to raise financing to top the Whitney bid, MAI changed its strategy and offered to buy only Prime’s minicomputer business for $600 million.

Prime’s board has said it will consider the MAI offer. Prime’s minicomputer business accounted for about 33% of its 1988 revenue of $1.6 billion.

On Monday, MAI said its nominees to Prime’s board are committed to selling Prime’s minicomputer line to MAI under terms of its recent proposal.