Matsushita Completes $6.13-Billion Tender for MCA

Matsushita Electric Industrial Co. announced over the weekend that it had completed its $6.13-billion tender offer for MCA Inc.--the largest takeover ever of an American company by a Japanese.

Matsushita said in a statement that 77.7 million shares of Universal City-based MCA had been tendered as of its 12:01 a.m. Saturday deadline. That represented 97% of shares outstanding, the announcement said.

Matsushita said shareholders who tendered will be paid Wednesday.

It said it expects to complete its merger of MCA into a wholly owned subsidiary within two weeks.

Completion of the merger followed two failed 11th-hour attempts Friday to block the deal in the courts.

Supreme Court Justice Antonin Scalia denied a request by Go-Video Inc. to stop the takeover. The manufacturer of videocassette recorders had contended that the deal would violate antitrust laws.

In Los Angeles, a federal district judge rejected the motion of a shareholder who had alleged that MCA Chairman Lew R. Wasserman was given preferential treatment in the deal.

The plaintiff contended that shareholders were not offered the chance to swap their shares for Matsushita stock, as Wasserman was. The deal allows him to avoid paying about $109 million in capital gains tax.

Other shareholders will receive $66 per share in the tender offer. Stockholders also will receive shares in MCA’s television station, WWOR-TV in Secaucus, N.J., which analysts value at $5 a share.

MCA stock closed Friday at $69.125, up 62.5 cents, in heavy New York Stock Exchange trading.

MCA, founded in 1924, is the nation’s fourth-largest entertainment company. It owns Universal Pictures, theme parks, record labels and other interests. Its most famous movies are “E.T.--The Extra-Terrestrial,” “Back to the Future” and “Jaws.”

Universal Pictures becomes the third major Hollywood studio to go to a foreign buyer.

Matsushita rival Sony Corp. last year bought Columbia Pictures for $3.4 billion, and Italy’s Pathe Corp. this year bought MGM/UA Entertainment Co. for $1.36 billion.