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First Executive Lets Rosewood Bid Expire : Insurance: The Los Angeles firm’s silence on the offer angers major shareholders. Another bid is expected soon.

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TIMES STAFF WRITER

A conditional offer by Rosewood Financial to acquire the big Los Angeles-based life insurance holding company First Executive Corp. expired this week without any response from First Executive’s board.

The lack of a response angered Rosewood officials as well as other major First Executive shareholders. Dallas-based Rosewood Financial, part of Rosewood Corp., the holding company for the Caroline Hunt Trust Estate, is holding talks with its financial advisers and is widely expected to come forward soon with another firmer offer.

Mark W. Hobbs, Rosewood Financial’s president, confirmed that he planned to meet with advisers Thursday and today. An outside spokesman for Rosewood said: “We’re looking at our options. I would hope we’d be back fairly soon with something.” But neither Hobbs nor the spokesman would comment on what the next move may be.

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Rosewood has said in a filing with the Securities and Exchange Commission that it had hired Chase Manhattan Bank to serve as financial adviser in connection with its offer.

Fred Carr, chairman and chief executive of First Executive, confirmed in a telephone interview that “the board has not responded” to the Rosewood offer. But he declined to elaborate.

Rosewood, First Executive’s second-largest shareholder, controls 9.95% of the company’s stock. Its offer, made Jan. 26, was prompted by the collapse of First Executive’s stock price since the company announced that it would report a net loss for 1989 because of heavy losses from its $8-billion investment in junk bonds.

First Executive’s stock tumbled to around $3 a share in the over-the-counter market after the company announced last month that it would take a $515-million charge against 1989 fourth-quarter earnings because of the drop in value of its portfolio of high-yield, high-risk bonds. The stock had been trading at more than $9 a share in late December, down from a high of more than $17 a share earlier in the year.

The offer, which expired Wednesday, would have provided First Executive shareholders with $6 a share, or one share of stock in the post-merger company for each share of First Executive common. A main condition of the offer, however, was that Carr resign from the company and the board.

Hobbs said he was angered that First Executive hadn’t responded to the offer. “There are just certain common courtesies you give people, one of which is a response, even if its just ‘go away,’ ” he said.

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Travis Reed, a former U.S. undersecretary of Commerce who is also a major shareholder of First Executive, was even more blunt about the lack of a reply. Reed, long a dissident, said: “This management is totally non-responsive to shareholders.” He said the lack of a response is an example of Carr and the other directors “not giving a damn about the shareholders who own the company and ignoring their needs.” Reed said he recently lowered his stake in First executive to about 2.5% from 4%.

After it was disclosed Thursday that the Rosewood offer had expired without a response, First Executive’s stock closed at $3.25 a share, off 25 cents, in active trading of more than 1.2 million shares.

First Executive recently released its largest shareholder, ICH Corp., from a standstill agreement, allowing that company to attempt to put together an all-cash offer for First Executive by July. It wasn’t clear, however, whether ICH was making progress toward an offer. Steven B. Bing, an executive who acts as spokesman for the company, failed to return a call to his office Thursday. ICH, a Louisville, Ky., insurance holding company, controls just over 20% of First Executive’s common stock.

First Executive’s board members are understood to have discussed the Rosewood offer informally but not taken any action. A regularly scheduled board meeting is to take place Monday, but Carr declined to comment on whether any statement may be made about the expired offer.

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