Carson Pirie Scott & Co. offers to raise Younkers bid to $20 per share and sues Younkers Board.MILWAUKEE, Wis.--(BUSINESS WIRE)--June 15, 1995--Carson Pirie Scott & Co. (NYSE NYSE See: New York Stock Exchange : CRP C-reactive protein (CRP) A protein present in blood serum in various abnormal states, like inflammation. Mentioned in: Pelvic Inflammatory Disease CRP, n.pr See C-reactive protein. ) today announced that it would be willing to raise its offer for all of the outstanding common stock of Younkers Younkers is a department store chain in the Midwestern United States. The chain concentrates on the middle and upper-class segments of the market. History Beginnings Inc. (NASDAQ-NMS: YONK) to $20 per share in cash if Younkers were willing to enter into an acquisition agreement by July 1 that would allow Carson to complete the acquisition by Sept. 1, 1995. Carson also announced that it has commenced litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. in the Delaware Court of Chancery court of chancery n. pl. courts of chancery A court with jurisdiction in equity. Noun 1. court of chancery - a court with jurisdiction in equity chancery against Younkers and its Board of Directors for gross breaches of fiduciary duty. Carson's complaint states that Younkers and its Board conspired to nullify nul·li·fy tr.v. nul·li·fied, nul·li·fy·ing, nul·li·fies 1. To make null; invalidate. 2. To counteract the force or effectiveness of. and reverse the recent Younkers shareholder vote, which elected three Carson nominees to the Younkers Board in place of Younkers' nominees by immediately reappointing the three Younkers' losing nominees to the Younkers Board. Carson's complaint also states that the defendants have denied the new directors access to the business books and records of Younkers. This action, Carson states, frustrates the ability of the new directors to function effectively as directors and as advocates for Younkers' shareholder majority, which recently voted at Younkers' annual meeting to put Younkers up for sale. The complaint also states that Younkers and the Younkers Board concealed their plan to engage in these illegal tactics during the pendency Pend´en`cy n. 1. The quality or state of being pendent or suspended. 2. The quality or state of being undecided, or in continuance; suspense; as, the pendency of a suit s>. of the proxy contest leading up to Younkers' annual meeting. In its complaint, Carson asks for preliminary and permanent injunctive relief against the defendants. Carson also noted that John W. Burden III, Chaim Y. Edelstein, and Alan S. Cooper, Carson's nominees who were recently elected to the Younkers Board, have separately commenced litigation in Delaware Chancery Court against Younkers and the Younkers Board. The directors' complaint seeks to compel the defendants to fulfill their legal obligation to give the new directors access to Younkers' books and records as provided in Section 220(d) of the Delaware General Corporation Law. The plaintiffs' complaint states that the refusal of Younkers and the Younkers Board to comply with Section 220(d) is part of the defendants' scheme to nullify and reverse the recent Younkers shareholder vote. Stanton J. Bluestone bluestone, common name for the blue, crystalline heptahydrate of cupric sulfate called chalcanthite, a minor ore of copper. It also refers to a fine-grained, light to dark colored blue-gray sandstone. , president and chief executive officer of Carson, commented: "We are willing to increase our offer to $20 per share in cash if we can consummate the acquisition of Younkers before the all-important fourth quarter. Based on Younkers' statements that it is experiencing staff defections, which we expect will accelerate, and because of our concerns that Younkers' management is taking actions designed to prop up Younkers' short-term results at the expense of Younkers' long-term value, we cannot guarantee that Carson indefinitely will be prepared to offer $20 per share, or even $19 per share, to acquire Younkers. "As to our lawsuit against Younkers and the Younkers Board, we are compelled to seek to stop the flagrant disregard of the obligations that the Younkers Board owes to Younkers' shareholders. We told Younkers' shareholders that we did not intend to allow Younkers and the Younkers Board to ignore the recently expressed shareholder mandate to put Younkers up for sale. We intend to expose and remedy what is clearly a far-reaching and brazen scheme by Younkers and the Younkers Board to blatantly nullify and disregard the will of Younkers' shareholders." Carson Pirie Scott Carson Pirie Scott & Co., known informally as Carson's, is a chain of traditional department stores that have been in business for over 150 years. Their product price points are targeted to the moderate-to-upscale shopper. & Co., a major department store retailer, operates 51 department stores and two furniture stores: 30 Carson Pirie Scott stores in Greater Chicago, Indiana, and Minnesota; 13 Bergner's stores in downstate down·state n. The southerly section of a state in the United States. adv. & adj. To, from, or in the southerly section of a state. down Illinois and Wisconsin; and 10 Boston Stores in Wisconsin. CONTACT: Carson Pirie Scott & Co. Darren R. Jackson, 414/278-5717 (Investors) Edward P. Carroll, Jr., 414/347-5340 (Media) or MacKenzie Partners Inc. Stanley J. Kay, 212/929-5940 |
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