Business: Tapping the Till

Berner eyes Kennecott cash

Takeover artists are often suspected of wanting to tap the till of the target company, but hardly any ever admit it—let alone boast about it. An exception is T. Roland Berner, chairman of Curtiss-Wright, who is campaigning to unseat directors of Kennecott Copper and install his own board in a shareholder election May 2. In the most unusual proxy statement in recent years, Berner last week vowed that if Curtiss-Wright gets control, it will distribute some $660 million of Kennecott's assets to stockholders—who prominently include Curtiss-Wright. It owns 3.3 million Kennecott shares, or nearly 10% of the total.

Curtiss-Wright told Kennecott's shareholders that it would raise most of the money by having Kennecott sell Carborundum, for $567 million or a bit less. Berner would make up the rest by dipping into Kennecott's $140 million in cash and securities, and perhaps by having Kennecott borrow against a $400 million promissory note.

Money in hand, Curtiss-Wright might have Kennecott make a cash distribution of some $20 a share to its own stockholders. In that case, Curtiss-Wright would get back $66 million on Kennecott stock that it paid around $77 million to buy. Berner's preferred alternative is to have Kennecott buy back half its 33.1 million outstanding shares for about $40 each—including half the stock that Curtiss-Wright bought for an average $23.42 a share. Other Kennecott stockholders might find Berner's plans attractive. Kennecott management is sure to find them a tempting target for that old pejorative: raid.