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Unseated Director Challenges Vote

August 25, 1988

DETROIT (AP) _ An R.P. Scherer Corp. director unseated by a challenger who favors selling the company filed a complaint Thursday contesting the results of a recent proxy battle.

Meanwhile two of the newly elected dissident board members filed a lawsuit demanding that they be seated immediately.

Peter A. Dow said in a filing with the Court of Chancery in Delaware that he should have been re-elected because the final tablulations excluded about 310,000 votes meant for him.

Dow backs Scherer management, led by Chief Executive Officer Peter Fink, who says stockholders would benefit most by keeping the manufacturer of soft gelatin capsules independent.

Dow was defeated by Theodore Souris, who was nominated as a director by Karla Scherer Fink, daughter of company founder Robert P. Scherer and estranged wife of Peter Fink.

Mrs. Fink and her brother John S. Scherer, who favor putting the company up for sale, both are directors and between them control 38 percent of the voting power in the company.

John Scherer was re-elected to the board. Two others, including Souris and Frederick Frank, who back their position also gained seats. That left a 6-5 majority opposing the sale, but Karla Fink said she would seek the support of other directors.

In a suit filed Thursday in Chancery Court in Delaware, Souris and Frank asked that they be officially declared the winners and assume their positions as directors immediately

In results announced Wednesday, Souris received 3,019,449 votes to 2,670,876 for Dow. Frank won by a 3.5-million vote margin.

Dow claimed 75,000 shares voted by SLH Asset Management in favor of Souris actually had been acquired by Bessemer Securities Corp. He said Bessemer unsuccessfully requested that the shares be voted for Dow.

He also said 235,200 shares voted in his favor by a trustee, Manufacturers National Bank of Detroit, should have been counted. The votes were not counted after Karla Fink, a beneficiary of the trust, obtained a Michigan Court of Appeals ruling.

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