Investor Groups File Anti-Buyout Resolution with GM
Dec. 19, 1986
DETROIT (AP) _ A group of institutional investors headed by the Wisconsin Investment Board filed a shareholders' resolution Friday with General Motors Corp., condemning GM's $700 million buyout of Texas billionaire H. Ross Perot.
The resolution also seeks to prevent such buyouts in the future.
''We request the board to adopt a policy that would state that GM would not purchase its own stock except under circumstances which would afford a substantially equal opportunity to all shareholders,'' said Pat Lipton, who runs the Wisconsin board's investment program.
Perot's criticism of GM resulted in a unanimous board decision last month to buy back his 11 million Class E shares for $700 million, about twice their market value at the time, and the shares of three top Electronic Data Systems executives for $42 million.
''We view the failure of GM to make a similar offer to other shareholders as discriminatory,'' Ms. Lipton said.
The dividends paid by GM Class E shares are based on the earnings of GM subsidiary Electronic Data Systems, which Perot founded and sold to GM for $2.5 billion in 1984.
In exchange for the buyout, Perot resigned as a GM board member and EDS chairman.
Friday was the Securities and Exchange Commission deadline for submission of resolutions for inclusion in the proxy statement for GM's annual shareholders' meeting in May.
The Wisconsin board, which manages the state's employee pension plans, holds more than 1 million Class E shares, Ms. Lipton said.
The Wisconsin board's resolution was co-sponsored by the New York City teachers' retirement fund, California state employees' and teachers' pension funds, the Texas state retirement fund and two large private mutual funds managed by Vanguard Group Investment Co., Ms. Lipton said.
GM has the right to omit resolutions from its proxy statement if it believes they don't meet SEC standards. The SEC serves as arbiter if the company and shareholders disagree about whether the resolution should be included.
Including other groups which did not co-sponsor the fund but have agreed to vote for it, Ms. Lipton said her support amounted to about 10 million shares.
Before the buyout, there were about 64.5 million EDS shares outstanding.
Smith and Perot had agreed to take their cases to the 40-member Council of Institutional Investors, of which the Wisconsin board is a member, earlier this week. But while Perot came before the council in Washington, D.C., Smith did not, angering council members.