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Companies turning down protection By JOYCE M ROSENBERG AP business wnter HJ Heinz Co announced last month it was “opting out” of law Pennsylvania's making the food manufacturer the latest company to voluntarily give up the protections offered by the new statute States increasingly are offering corporations more protection from hostile threats But faced with growing shareholder activism and other considerations some companies would rather tough it out on their own “We don't need the protection We will live on our performance” said Bob Pugliese ami-takeov- er Electric tinghouse Corp’s executive vice president for legal and corporate affairs The Pennsylvania Legislature law passed the considered the nation’s toughest last spring after an unwanted foray against Armstrong World Industries Inc by Canada's anti-takeov- er Belzberg family Armstrong welcomed the bill But other d Pennsylvania-chartere- Westing-hous- e companies including and Heinz began to take y period advantage of a could which they during opt out of any or all of its provisions David H Gunning a partner with the law firm Jones Day Reavis & Pogue in Cleveland 90-da- - Arts From IF humanities at Weber State College and a member of UMTs ad- visory board said the reasons businesses donate to the arts are as individualized as the compa-- ‘ nies themselves But basically Howard said “It's just a neat thing to do It's good community relations” UMT began 10 years ago as Ogden’s answer to the Utah Shakespearean Festival that envelopes Cedar City Howard said - “We’ve always thought that just as Cedar City has its Shakespearean festival we wanted some place for people to go in Ogden We wanted to do something that makes Ogden proud of us And that’s attractive to businesses" Sometimes donations from businesses come in the form of cash and sometimes as help UMT’s fairy godmothers have appeared in surprising form: McKay-De- e Hospital last year donated the use of one of its actors in wings to need of a place to live donatThis year Chick-Fil-ed food ’ in-ki- nd out-of-to- A Thiokol Corp this year bought an advertisement in the UMT program — not for the corporation itself but for the United or- Arts of Ogden a ganization that aids several different local arts groups Every little bit helps said UMT publicist Sue Hiatt a In past years Utah Tailoring donated material for costumes This year a paint store in fund-raisi- ng IF harmony cited above West Ger- man workers welcome rather than resist (as do their computer-integrate- US coun- d manufacturing and other technically based tools 8 Fiscal conservatism The West Germans remain spooked by inflation (It ran so high in 1923 that wages were adjusted twice a day Workers got their first daily payments and rushed out to buy goods before the prices boomed in the afternoon) Inflation is kept low even at the expense of lingering high un- process-improveme- laws don’t like that have been enacted in recent years because they perceive the statutes as barriers to higher stock prices Shares of companies considered to be vulnerable to takeover frequently shoot higher on speculation or when an actual bid is made Some of the big shareholders campaigned against the new law The California Public Employees Retirement System the nation’s largest public pension fund urged Pennsylvania corporations to opt out Many companies complied with the request realizing “they’re going to deter investors from acquiring shares in the company” said William Tyson professor of legal studies at the Wharton School of the University of Pennsylvania Westinghouse’s Pugliese said “We don’t want them to have a disincentive to invest in The following businesses supported Utah Musical Theatre this year Some provided donations cash some Many individuals from the business community also supported UMT US West Foundation Xerox Corp Credit Bureau of Ogden in-ki- nd Standard-Examin- er Kimberly-Clar- k Founda- tion Commercial West Insurance Country Hills Chevron Kmart Discount Stores ‘M uriT"rrTwviYnTMn lifriTP Stales wish 1 la 3 major provisions ELECTED: Clyde Mueller photo editor of the Standard-Examinwas elected to a term as National Press Photogra- laws containing: er ESUocmore prov-isic- NDT er r one-ye- phers Association w oRL ' ar executive board representative at the national convention recently in Orange County Calif Mueller who has been at the Standard-Examinfor 13 years six as photo editor received the most board votes for the posier tion beating out three other nominees He will attend all executive committee meetings during the next year representing the board 'The group has 11000 members MANAGER: Lee F Carothers was named manager of Utah Number Power & Light Co’s customer of states Some major provisions: operations in the Ogden area He Control share acquisition: Other shareholders must replaces Mike Stevenson who is amount certain of a the before a retiring buyer may acquire approve Former Montana area manager target's shares (usually 20 percent 33 13 percent or 50 in Kalispell for five years percent) or exercise voting rights that go with the shares responsibilities will inQ Fair price: Anyone who buys a certain percentage of shares clude the Ogden metropolitan must offer to buy stock from any shareholder who wishes to sell area district operations in plus at a legally defined fair pries unless the board or a specified Cache North Davis and Weber approves the sale supermajority of shareholders counties v r a av 2- - to He joined the company in frezout: Requires anyone who buys a 1962 as a surveyor in Medford certain percentage of shares to wait a set number of years Ore before merging or acquiring the company OPENS PRACTICE: Dr David duties: Allows (sometimes requires) corporate Directors' Gammell Johnson has opened directors to consider factors other than the price in his endodontic practice at the bid “stakeholder Sometimes called a considering merger Layton Park Plaza 195 E Genstatutes these laws allow directors to consider the effects of a tile Suite 2 takeover on a variety of constituencies (employees creditors A graduate of Ben Lomond customers suppliers the community the economies of the High School in 1977 Johnson reas well ea (date and the nation etc) and to consider ceived his bachelor's degree from short-tereffects of the deal Under traditional business law Weber State College in 1984 He directors could be sued for turning down a deal on this basis graduated from Case Western ReSource: serve University at Cleveland Cmnwiw Qraphic Ohio in 1988 where he received his doctor of dental surgery dearts gives a faceless corporation a gree chance to take on a more human His received his certificate of image endondontics from the UniversiGeneral Pest Control Supporting the arts makes ty of Alabama at Birmingham in sense said Jerry Crouch who 1990 Holiday Inn straddles the art and business ATTEND SCHOOL: Two area Ogden First Federal worlds as both an accountant and residents Glenda Burnside of & Loan Savings president of UMT’s advisory Roy and Susan Yerage of Ogden Ogden Park Hotel board His firm Crouch & Wood recently attended the Credit Pepsi Cola Bottling Co CPA also donates money to Union National Association Inc Petersen Motor Company UMT Management School at the UniRadisson Suite Hotel “The arts are great If I had versity of Wisconsin at Madison St Benedict's Hospital any talent I'd do it But I have Burnside is manager of ATM Tamarack Restaurant ’no ability" services of America First Credit United Savings Bank At age 43 — he’s 55 now — Union in Ogden and Yerage is Crouch saw his first opera “La central branch manager of the Ogden Government Emand was hooked on the credit union Boheme" ployees Credit Union life for He told his pal he arts CUNA Management School is Ogden Municipal Employsaid that opera was “better than a three-yecollege-levees Credit Union program a day on the slopes better than held two weeks each summer and Weber State College Credit line of is two tickets on the Union designed to increase students’ the Super Bowl better than five knowledge of credit union Weber State College Office of your best sexual experiences” operations and provide a forum of Registration The friend was skeptical Crouch for communication and professaid make it four “The opera sional growth It’s good for them was that good" COMPLETES COURSE: Karla and it’s good for us” Moore of Ogden has completed most But the J compelperhaps It often takes someone with a in diamond grading at the course businesses a reason help ling personal interest in the arts to get InInstitute of is most the the also arts practical: Gemological Ward Kim things going said Calif Monica investin Santa means America in arts the manager of customer service at vesting institute’s was the economic She in a growth given city’s ing US West said Howard pointing to Atlanta Diamond Grading certificate US West which Ward said enTo complete the course Moore and Houston as examples of citcourages its employees to get inies where the relationship of the had to master a range of informavolved in community activities business community to the arts tion and skills culminating in the donates money through its foung of a series of diahas enlivened both dation — or philanthropic arm monds Patrons of the arts go out to — to a variety of artistic causes Rollin eat before and after shows thereUS West was one of the first coracoustical consultant an Boe O for local porations to support the Ogden-base- d by providing business can of Ogden was elected director-at-larg- e restaurants point Companies UMT and has sponsored of the National Council UMTs opening night gala party to a thriving arts community and of Acoustical Consultants an ornight life options in the same ganization of independent acousevery year for 10 ’way they use a town’s sports tical consulting firms From a business perspective as a selling card to attract scene: mean donating to the arts can to the area employees is “A utility positive exposure And that in a nutshell is the often looked on as this gigantic thing" Ward said Supporting the art of good business anti-takeov- er Car-other- A v s’ A Ar ar 3 per-sha- re long-ter- m Riverdale Standard Brands lent UMT frames for a display that now hangs in the lobby of the Browning Center Businesses like United Savings Bank and Petersen Motors agreed to advertise UMT shows on their electronic marquees Bank of Utah and Ogden First Federal as well as other local banks and credit unions mailed UMT inserts to customers free of charge — all of which helped advertise UMTs season without draining its advertising and marketing coffers Hiatt said At first when asked why businesses would be so generous Hiatt Mid: “ ’Cause they’re nice” Then after thinking it through “I think it’s a public service kind of thing More and more businesses are becoming public ser- four-sho- w nt The advantages ar el 50-ya- rd Ritzi Resale Crouch & Wood CPA Bank of Utah tive 4 terparts) funds employment bank involvement in corporations is high and investment strategies are conserva- Peters From pension anti-takeov- er Business people J'"w Businesses support UMT effort - ’ said corporate managers have had to weigh the advantages and disadvantages of accepting the law's provisions He described the dilemma: “If I opt out of it 1 haven’t gotten the added protection but I haven’t gotten the more immediate problem of more active shareholders” Shareholders particularly big Slates KEY with of continuing stability far outweigh such costs as the shortage of risk funds for entrepreneurs The West German “phenomenon” is real And with the coming of the open Single Market in Europe in 1992 and the shift to market economies in Eastern Eu - vice-orient- ed quality-gradin- DIRECTOR-AT-LARG- E: -- We can learn a lot from the rope Germany should become even more potent But the horiWest Germans nonetheless The zon is hardly cloudless “cultural gulf” between The vibrant War Stuttgart and Seattle is certainly a II Mittelstand leaders are aging lot narrower than that between — and replacements are scarce Tokyo and Toledo The Japanese challenge to Europe If you want to learn how to (like that to the US 15 years' master the coming global econoago) is still in its infancy And my look to Germany’s unsung Mittelstand as much as to Japafolding in 18 million East Germans may be more than West nese conglomerates such as Hitachi and Mitsubishi Germany bargained for ld 8 jrv a q O fig fSrllgPRATE' An $18000 Salary is Only 6 Months Away! 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