Pic'N'Save continues proxy slugfest with raider; company files lawsuit to block Girard Partners' bid.Pic'N'Save continues proxy slugfest with raider Company files lawsuit to block Girard Partners' bid Pic 'N' Save Pic 'N' Save was, at one time, the second-largest closeout retail chain in the United States. Financial troubles caused the chain to close many of the markets in the late-1990s and early-2000s. Corp. management and Girard Partners L.P. exchanged blows last week in the fight for control of the Los Angeles-based retail chain. Pic 'N' Save management announced last week that it had filed suit against the corporate-raiding Girard Partners in Los Angeles Los Angeles (lôs ăn`jələs, lŏs, ăn`jəlēz'), city (1990 pop. 3,485,398), seat of Los Angeles co., S Calif.; inc. 1850. federal court. A day later, the La Jolla-based investment group countered, requesting that Pic 'N' Save set an expiration date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. for a second consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with that could drag the power struggle for the company into July or August. The lawsuit, filed last Tuesday Last Tuesday is a Christian melodic punk rock band hailing from Harrisburg, Pennsylvania. They played their final show on March 10th, 2007. Last Tuesday was formed in 1999 in Harrisburg, P.A. , seeks relief from Girard Partners' attempt to wrest wrest tr.v. wrest·ed, wrest·ing, wrests 1. To obtain by or as if by pulling with violent twisting movements: wrested the book out of his hands; wrested the islands from the settlers. control of the company's board through a consent solicitation or a proxy solicitation -- the two methods that Girard Partners have employed to gain control of the company. Alleging violations in the Securities Exchange Act of 1934, including illegal solicitation of shareholder consents and proxies, the suit seeks injunctive and declaratory relief declaratory relief n. a judge's determination (called a "declaratory judgment") of the parties' rights under a contract or a statute often requested (prayed) for information in a lawsuit over a contract. from Girard. Wednesday, U.S. District Judge Robert Bonner Robert Bonner could refer to:
After filing the suit, Pic 'N' Save said: "We took this action because we think it is important for shareholders to have full information on director designees and the people financing Girard before they make a decision on who is going to control their company's board of directors." The partnership has said it plans a second consent solicitation of shareholders, seeking to replace a majority of the board with Girard nominees. If the partnership follows through with this second consent solicitation, it could keep the battle for control raging beyond Pic 'N' Save's June 20 shareholders meeting and probably deep into the summer months, according to a source close to the fight. David Batchelder, the former T. Boone Pickens adviser who heads the Girard Partners, did not return telephone calls. The two salvos were the latest in a fight for the 136-store retail chain. Last month, Girard Partners announced in a Securities and Exchange Commission filing that it had acquired 6.7 percent of Pic 'N' Save stock for about $25 million. The partners have said that they would oust Lewis B. Merrifield III, chairman of the board and chief executive officer of the chain, and seek a buyer for the company. The group has also said it would mount a bid for the company, if the shareholders agree to a new board. Since then, Pic 'N' Save management commenced an auction process to sell the company, setting a July 15 bid deadline. Merrill Lynch and Goldman Sachs & Co. compiled a list of more than 100 companies, individuals and other entities as potential buyers, according to Pic 'N' Save. The company appointed a special committee of three outside directors to oversee the auction. The committee members are Bruce Karatz, president and chief executive officer of Kaufman and Broad Home Corp.; David Amsterdam, president of the Amsted Corp.; and John T. Gurash, chairman of CertainTeed Corp. Negotiations with at least one potential buyer have been conducted, according to Pic 'N' Save. "If you are truly interested in making a proposal to acquire Pic 'N' Save Corp., we hope that you will negotiate with us so that we can provide you with important data regarding the company," Merrifield wrote in a letter to Batchelder May 23. Merrifield offered Girard two new seats on the board if the partnership did not want to participate in the auction. Girard sent a counter proposal, proposing new auction measures, which Pic 'N' Save rejected. Tuesday, Pic 'N' Save reported first-quarter net income of $5.9 million (17 cents a share) on revenues of $119 million in 1990, compared with net income of $5.4 million (15 cents a share) on revenues of $94.1 million in 1989. |
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