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Edelman Renews Bid For Lucky Stores; Wants To Meet With Ponderosa

December 8, 1986

NEW YORK (AP) _ Investor Asher B. Edelman on Monday renewed his proposal to acquire Lucky Stores Inc. for $37 a share, or $1.88 billion.

Two previous offers from Edelman were rejected as inadequate by the supermarket chain.

In a letter to Lucky’s directors, Edelman argued that the restructuring proposals Lucky had decided to pursue instead of Edelman’s offer were not in the best interests of Lucky’s stockholders.

He also noted that Lucky’s stock price had remained below $37 a share despite the announcement of the restructuring. The stock closed at $31 a share, up 37 1/2 cents, in New York Stock Exchange composite trading Monday.

″Given the current market, our last offer and your statement that you are encouraging persons to enter into negotiations with the board, I believe it is your responsibility to negotiate immediately with us in good faith for the sale of Lucky Stores to our group,″ Edelman wrote.

Kenneth Cope, a spokesman at Lucky’s Dublin, Calif., headquarters, did not immediately return a telephone call requesting comment on Edelman’s latest proposal.

Edelman, who leads an investor group that owns about 5 percent of Lucky’s stock, initially offered in September to buy Lucky for $35 a share. After that proposal was rejected, he raised the bid to $37.

But he withdrew the revised bid in late October after Lucky also rejected that offer and decided to proceed with its restructuring plans.

Among other things, Lucky, which posted 1985 sales of $9.4 billion, has said it plans to repurchase for $40 each up to 14.4 million, or 28 percent, of its 51.2 million common shares outstanding. The company also has plans to spin off its retail fabric unit and to dispose of its Gemco discount department store unit.

Separately, Edelman also had made a bid to acquire the 81 percent of Ponderosa Inc., a Dayton, Ohio-based restaurant chain, that his investor group does not already own for $27.50 a share, or $220 million.

Edelman said in a separate statement Monday that he asked to meet with Gerald S. Office Jr., Ponderosa’s chairman and chief executive, about his offer.

However, Dale Ridenour, Ponderosa’s treasurer, declined comment when asked if Ponderosa had accepted Edelman’s invitation.

Ponderosa has indicated it plans to contest the bid. The company already has filed suit in federal court in Dayton in an effort to thwart the group’s takeover attempt.

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