Fleming Stockholders Approve Provisions to Thwart Takeover

By Nichols, Max | THE JOURNAL RECORD, April 24, 1985 | Go to article overview

Fleming Stockholders Approve Provisions to Thwart Takeover


Nichols, Max, THE JOURNAL RECORD


affect takeover attempts, were approved Tuesday by stockholders of the Fleming Companie s of Oklahoma City.

One amendment doubled the amount of authorized common stock to 60 million shares and authorized 2 million shares of preferred stock. The other two were designed to secure "fair price" treatment forall stockholders and to prevent "greenmail" in case of a takeover attempt.

"I do not know of any takeover attempt being considered," said R.D. Harrison, chairman and chief executive officer, at Fleming's annual meeting at the Waterford Hotel.

"We are merely seeking fair treatment for all stockholders," said Harrison, "in case there is a takeover attempt in the future.

"We are not interested in perpetuating management. We are interested in perpetuating the company in the best interest of the stockholders."

"The stock amendment" was an increase in the Fleming authorized common stock from 30 million to 60 million shares at $2.50 par value, plus authorization of 2 million shares of preferred stock at $10 par value.

These increased shares can be issued by the board for such purposes as acquisitions, financings, stock dividends or stock splits, the company said.

However, the issuance of additional shares of common stock and the newly-created preferred stock could "create an impediment" to future tender or exchange offers, the company said, by increasing the number of shares required to gain control of the company.

"The board is proposing the stock amendment at this time," said the company, "because it believes it is desirable and in the best interest of the company to have such shares available if the need should arise."

The "fair price" amendment requires that certain business combinations, initiated by an "interested stockholder" of at least 10 percent of Fleming stock, must be approved by holders of at least 80 percent of the outstanding shares of common stock, unless three-fourths of the continuing directors approve it, or unless certain minimum price criteria and procedural safeguards are satisfied. …

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