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Giant Food Company Adopts Antitakeover Measures

September 20, 1985

NEW YORK (AP) _ General Foods Corp., which has been the subject of takeover rumors for months, said Friday that its board of directors has adopted several antitakeover measures, but it declined to give any specifics.

Asked if the company has received any specific bids, spokesman Thomas McCann, refused to comment, citing company policy.

General Foods, which is based in Rye Brook, N.Y., said in papers filed Thursday with the Securities and Exchange Commission that its board had amended the company’s pension plan to provide for ″an adjustment″ of accrued benefits in the event of an unfriendly change of control.

The company said the action was taken ″to assure that the assets of the pension plan fund are committed to fulfilling the objective of the plan.″

McCann refused to elaborate, but such a move apparently would make it more difficult for a hostile bidder to use those assets to help finance an unwanted takeover of the company. Other companies in recent months have adopted such ″pension parachutes.″

General Foods also said in its SEC filing that its board took other unspecified actions to ensure that other compensation and benefit programs, ″as well as the ability of key officers to fully represent the interests of shareholders,″ would not be jeopardized by a hostile takeover bid.

McCann declined to give any specifics on those actions, all of which he said the board approved on Sept. 4. He said the changes were in effect.

Clinton Mayer, an analyst with the investment firm Bear Stearns & Co., said: ″I will guess that they will disseminate the details in due course. Big companies are very slow in doing this.″

Asked if he thought a bid for the company was in the works, Mayer said, ″I am guessing, but I think there is nothing likely to be imminent.″

The company’s stock has seesawed dramatically in recent weeks as rumors swept the market. Philip Morris Inc. repeatedly has been mentioned as a possible suitor. That company has a policy of not commenting on such speculation.

At midday Friday, General Foods’ stock was down $2 a share at $82.75 on the New York Stock Exchange.

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