Carbide Urges Shareholders to Tender Stock : Board Will Weigh GAF’s New Bid on Thursday

DANBURY, Conn. — Union Carbide Corp. urged its stockholders Sunday to tender their shares to the company in its effort to fight GAF Corp.’s $5.1-billion takeover bid and warned them that the offer could be changed or ended at any time.

Union Carbide also said its board of directors would meet Thursday to consider GAF’s $74-per-share offer, made Christmas Day, for all of Carbide’s shares.

Carbide responded to GAF’s first bid, of $68 a share, by offering to buy 35% of its own shares for $20 in cash and $65 in debt securities. It added that, if GAF acquired 30% of Carbide’s stock, Carbide could buy as much as an additional 35% of its own shares for the same package of cash and so-called junk bonds.

Carbide said that, when GAF raised its bid to $74 a share, that triggered a condition of Carbide’s counteroffer “that permits Union Carbide at its discretion to revise, amend or terminate its offer.”

Carbide spokesman Tomm Sprick, reading the company’s statement Sunday, said: “Any such action regarding the exchange offer will be considered at the board meeting.” He declined to elaborate.

GAF Seeks Extension

Carbide’s offer expires at midnight Tuesday, GAF’s at midnight on Jan. 9.

In a letter Sunday to Union Carbide Chairman Warren M. Anderson, GAF Chairman Samuel J. Heyman asked Carbide to extend the expiration date of its offer because Carbide had not responded to GAF’s most recent bid. He said that to do otherwise would deprive Carbide’s shareholders of an opportunity to compare GAF’s $74 bid with a response from Carbide.

GAF’s novel response to the Carbide defense was to offer $74 in cash not only for Carbide shares but also for any cash-debt packages or securities that shareholders had obtained under Carbide’s share exchange offer. That would allow people who took advantage of Carbide’s offer to also participate in GAF’s bid.

Carbide’s board meeting will come the same day that attorneys for the two companies are to meet in federal court in New Haven, Conn., on Carbide’s lawsuit charging GAF with violating federal antitrust, securities and margin laws in its takeover attempt.

In two meetings Dec. 13 and 15, Carbide’s directors unanimously rejected GAF’s $68 per-share offer as “grossly inadequate and unfair, highly conditional and of questionable legality.”