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Anderson Clayton Board Rejects Buyout Offer

August 15, 1986

HOUSTON (AP) _ Anderson, Clayton & Co., a food products conglomerate, on Friday said its board of directors rejected a sweetened $679 million buyout bid from two New York investment firms in favor of a management-sponsored reorganization plan.

The board rejected the latest proposal of $56 per share from Bear, Stearns & Co. and Gruss & Co., saying it will continue plans to pursue a transaction consisting of a self-tender offer and the sale of stock to an employee stock ownership plan.

″The board believes this approach is in the best interests of the stockholders, and has rejected the Bear Stearns-Gruss proposal because it would require a sale of the company and completely terminate stockholders’ interest in the company,″ said W. Fenton Guinee Jr., president and chief executive officer at Anderson Clayton.

The two New York investment firms had increased their offer Wednesday from $665 million to $679 million. Anderson Clayton’s board had rejected the earlier $54 a share bid.

Neither investment firm had any immediate comment on the board’s decision Friday.

Anderson Clayton also announced Friday that it has obtained bank commitments to make the loans to be used to buy their own stock.

Company spokeswoman Nancy Raeside said Anderson Clayton has received approval from the Pension Benefit Guaranty Corp. to remove some excess plan assets from two retirement plans.

The company has not disclosed how many of its shares it intends to buy or what price it would pay.

Guinee said the self-tender proposal will ″provide an opportunity for stockholders to receive cash for a portion of their investment while permitting them to retain a substantial equity investment in the company.″

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