Gillette Suit Seeks To Block Coniston Takeover Effort
Apr. 14, 1988
BOSTON (AP) _ Gillette Co. filed suit Thursday in U.S. District Court seeking to block a hostile takeover bid by a New York-based partnership on the grounds the company withheld or falsified reports about its financial backing.
The suit seeks a temporary injunction to prevent Coniston Group or its subsidiaries from acquiring additional Gillette stock or taking action to oust four Gillette directors at an April 21 annual meeting.
Gillette claims Coniston violated federal laws by issuing material to Gillette shareholders which failed to properly cite all partners and investors affiliated with the takeover attempt.
A Gillette statement reports the suit stems from Coniston's April 11 admendment to an SEC filing which ''confirms for the first time that hidden partners and participants in the Coniston effort against Gillette include a complicated web or foreign and domestic corporations and partnerships.''
The suit names Coniston principals Augustus K. Oliver, Paul E. Tierney Jr. and Keith R. Gollust as defendants. Also named in the suit are: Swiss financier Tito Tettamanti; Oakley Sutton Management Inc. principals James Sutton Regan and Edward Oakley Thorp; and Michael F. Price, president of Heine Securities Corp.
Gillette alleges Heine and two Oakley subsidiaries purchased Gillette stock as part of Coniston's takeover attempt. Neither firm was noted as part of Coniston's holdings in the April 11 filing, Gillette alleges.
New York-based Heine had acquired 2.35 million Gillette shares as of Feb. 25, according to the suit. The Oakley subsidiaries, Witherspoon Associates of New Jersey and Princeton.Newport Partners LP of Delaware, own about 300,000 Gillette shares.
Two Coniston limited partnership subsidiaries, RB Associates of New Jersey and Bahamas-based RB Partners, seek to solicit a majority of Gillette's 27,000 shareholders to elect the three Coniston principals and David Strassler to the Gillette board of directors at the annual meeting. Shareholders can vote in person or by proxy ballot.
Strassler is also named as a defendant in the suit.
The two Coniston partnerships have accumulated 6.76 million Gillette shares, or about 5.8 percent of the company's shares outstanding.
Gillette also seeks to have the shareholder proxy ballots not certified until the suit is settled.
Oliver vowed Coniston will fight the suit.
''The lawsuit is totally without merit,'' said Oliver. ''It's clearly a last-ditch effort to win in the courts what they apparently are not winning among stockholders. We intend to contest it.''
Gillette said the suit should not postpone the annual meeting in Andover.
In several letters sent to shareholders since March, Gillette Chairman and Chief Executive Officer Colman Mockler Jr. claims Coniston plans to sell or dismember the Boston-based company.
Gillette stock fell $3.37 1/2 to close at $41 Thursday in New York Stock Exchange trading.