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Avon Changes Annual Meeting Date; Chartwell Threatens Lawsuit

March 22, 1991

NEW YORK (AP) _ Avon Products Inc. said Thursday it was postponing its annual meeting until May 17 to accommodate stockholders who bought a 13 percent stake in the firm from Chartwell Associates LP.

Chartwell, the dissident investment group that has hounded Avon for more than a year, has continued to tussle with Avon management despite its reduced holdings, threatening legal action because of the postponement.

The cosmetics maker said it was moving the meeting back from its original May 2 date because ″there has been a substantial change in our shareholder base″ since Chartwell’s March 14 sale of 10 million shares.

The company also delayed the record date for the meeting - the date on which investors must own Avon stock in order to cast votes at the session - until April 2 from March 13.

Avon said in a statement the postponement would allow shareholders who bought the Chartwell stake to receive proxies and vote at the annual meeting.

Chartwell, which plans a proxy fight for four seats on Avon’s board, called the change ″another attempt to protect management’s hand-picked nominees at all costs.″

The Avon move ″may be actionable under applicable law,″ Chartwell said in a statement.

Chartwell declined to give any reasons for reducing its holdings last week. The group, which includes members of the Fisher real estate family in New York and the Gordon P. Getty Family Trust, said it was not abandoning its goals at Avon.

The dissidents have fought with Avon management over ways of raising the price of the company’s stock. Chartwell has insisted that Avon should buy back some of its shares, a move company management has rejected.

The company recently announced plans for a special $3-a-share dividend and for a 40-cents-a-share increase in its annual dividend, but Chartwell has called that step inadequate.

Two Chartwell representatives who sit on the Avon board voted against the special dividend.

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