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Younkers Rejects Latest Offer From Carson Pirie Scott

June 23, 1995

DES MOINES, Iowa (AP) _ Carson Pirie Scott & Co., facing Younkers Inc.’s third rejection of its takeover offer, said Friday it would continue its bid for the Des Moines department store chain.

``We are extremely disappointed that the Younkers’ board has rejected our $20 per share acquisition proposal,″ said Stanton Bluestone, Carson’s president and chief executive officer.

But, he said, the Milwaukee-based company would continue to offer its buyout deal if Younkers makes a commitment by July 1 that would permit acquisition by Sept. 1.

This was the third offer Carson made for Younkers, the first coming in Octover 1994 at $17 a share, or about $150 million. Since then, Carson has raised its offer twice, with the latest bid putting Younkers’ value at about $184 million.

Tom Gould, Younkers’ chairman and chief executive officer, again called the offer ``grossly inadequate,″ and said the company was recovering from a slump and wants to continue to go it alone.

``Younkers’ shareholders will be better served by Younkers remaining independent than by accepting Carson’s proposal,″ Gould said in a statement.

Carson shares were down 37 1/2 cents at $16.62 1/2 in late trading on the New York Stock Exchange. Trading for Younkers’ shares were down 12 1/2 cents at $18.12 1/2 on the Nasdaq Stock Market.

Earlier this month, Carson announced that it would sue Younkers for rebuffing its hostile takeover bid. The lawsuit, filed in Delaware where Younkers is incorporated, had been expected since the Younkers’ board of directors defied shareholders and refused to put the company up for sale.

The Younkers board refused to order a sale at its June 2 meeting, when three Carson-backed members joined the board after being elected by Younkers’ shareholders.

The majority on the nine-member board voted to expand the body to 10 members and to reinstate Gould, who had been defeated along with two other directors seeking re-election this year.

After Friday’s rejection, Edward Carroll Jr., Carson executive vice president for marketing, said the company has asked the Delaware state court to act quickly on its lawsuit.

``This lawsuit is sending the message to the (Younkers) board that we are outraged by the actions that management has taken to entrench themselves,″ said Carroll.

Younkers operates 53 stores in Iowa, Nebraska, Minnesota, Illinois, South Dakota, Wisconsin and Michigan. Carson has 53 stores in Wisconsin, Illinois, Indiana and Minnesota.

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