Freedom’s Majority Seeks to Thwart Suitors : Agreement: The majority owners decide to prohibit selling stock to anyone but members of the two families who control the embattled newspaper chain.

Majority owners of Freedom Newspapers Inc., worried that dissident shareholder Harry H. Hoiles may align himself with takeover specialist Robert M. Bass, have created a voting block to thwart unwanted suitors for their family operation.

The majority shareholders, representing two families, hired New York merger lawyer Martin Lipton to devise an agreement that votes their shares as a block and essentially prohibits them from selling their stock to anyone but members of the two families. The actions are meant to “signal to anybody who is thinking of making a raid on the company that we’re determined to remain a privately held, closely held, family company,” said Robert C. Hardie, chairman of Irvine-based Freedom Newspapers, owner of the Orange County Register and 26 other daily newspapers.

The actions ensure that the value of the Harry Hoiles family stock would be greatly reduced to any outsider.

Hoiles has been battling the families of his sister, Mary Jane Hardie, and late brother, Clarence H. Hoiles, for more than a decade in his effort to split up the company and take his share of the assets. As heirs to founder R.C. Hoiles, the three families each hold about one-third of the shares of Freedom, which also owns 25 weekly newspapers and five television stations.

The majority contends that Hoiles is entitled only to the value of his stock, not the assets. Hoiles lost lower and appellate court cases to break up the assets but plans to ask the state Supreme Court to reverse the rulings.

Hoiles has threatened a number of times to sell his stock to an outside party, an act the majority would abhor. Even D. Robert Segal--a longtime Freedom employee who has been the company’s president and chief executive for the last dozen years and is the only non-family member of the board--does not own shares in the company.

At several Freedom meetings this year, Hoiles was accompanied by Glen Johnson, a Ft. Worth, Tex., lawyer, whose firm handles much of the Robert M. Bass Group’s legal matters. Hoiles’ son, Tim, said he had retained the lawyer while acting as publisher for Freedom’s Pampa, Tex., paper in the mid-1970s.

Though Hoiles said he has not talked with any Bass people about selling his stock to the Ft. Worth investor, the Hardie and Clarence Hoiles branches don’t believe it.

“We know who the lawyer is. We know the firm and who it represents,” said Hardie, who also is Harry Hoiles brother-in-law.

And the majority also knows that the Bass Group--whose investments include American Savings Bank, a Stockton thrift operated out of Irvine--currently holds 40% of Times Publishing, which owns the St. Petersburg (Fla.) Times.

It bought the stake from two granddaughters of founder Paul Poynter and is challenging a dividend structure that it believes was a result of an acrimonious family feud among Poynter descendants. While Bass says the investment is intended to be long-term, newspaper executives there contend that Bass has a hidden agenda to take control of the company.

Freedom’s majority owners decided to try to prevent a similar occurrence in Orange County. Hardie said the majority needed to hire Lipton, regarded as a top takeover specialist, because they believe that they could be going up against the might of the Bass Group.

Under the new voting block agreement, the shareholders in the two families agreed to sell their stock only to each other and to allow a seven-member committee, including Hardie, Segal and five family members, to vote the shares through the end of 1994, with annual renewals thereafter.

The agreement supersedes a previous pact between the two families that required current shareholders to offer stock to each other before selling to an outsider.