F. W. Woolworth & Co. filed suit in federal district court here today, seeking to block the proposed takeover attempt by Brascan, Ltd., a Toronto-based holding company.
The suit alleged, among other things, that the $35-a-sharre offer was totally inadequate, that the bank financing Brascan's takeover bid-Canadian Imperial Bank of Commerce-misused confidential Woolworth information and that Brascan intends to strip Woolworth's of its assets in order to finance energy investments.
Brascan said the suit against itself and the Canadian bank "is totally lacking in merit." It said it would "defend the suit vigorously so that Brascan's tender offer can commence as soon as possible."
Woolworth's stock was the most active on the New York Stock Exchange today. The stock closed down 1/8 of a point at 29 7/8. There were 941,000 shares of Woolworth traded on the exchange.
The court granted Woolworth an accelerated hearing and said the depositions on the suit would begin on April 18.
The Woolworth fight is reminiscent of several other hostile takeover fights in recent months, which ended in the aggressor companies withdrawing their merger bids. In those attempts, the bank financing the aggressor company also did banking business with the target company.
Woolworth charged that as the largest single lender to Woolworth, Canadian Imperial Bank of Commerce and access to highly confidential "business plans, forecasts, projections and other highly sensitive and material 'inside' information.
The suit charged that "but for possession of this information, (the Canadian bank) would not have agreed to advance such a huge sum to Brascan to acquire Woolworth's shares. Brascan, in turn, has relied upon this same information in its decision to seek to acquire Woolworth."
The bank plans to lend $700 million of the approximately $1.13 billion a complete takeover of Woolworth would require. Brascan said it will get the rest of the money from proceeds of the sale of a Brazilian utility last year.
Brascan said today that it had received the final payment due from the $380 million sale.
In Toronto, the Commerce defended its role in the Woolworth bid saying "in providing financing to our customer Brascan, we believe we have performed responsibly and in conformity with established legal and ethical principles."
The bank added that "CIBC has neither used nor revealed any of its customers' confidences. We are confidant that the fact will clearly demonstrate that we have acted honorably and faithfully with regard to each of our customers who are involved in this dispute."
The bank has said that none of the officers that deal with the Woolworth account had anything to do wi th the bank's decision to finance the takover bid and said neither the bank nor Brascan used the confidential data.
Both McGraw-Hill Inc., in its fight earlier this year to ward off a takeover bid from American Express Co., and American Steel fighting a takeover try by Talley Industries, Inc., charged that banks violated their fiduciary responsibilities by financing the proposed mergers.
A federal judge in Pittsburgh agreed with Washington Steel and barred Chemical Bank from financing the Talley takeover. Both Talley and American Express eventually dropped their takeover bids.
Coincidentally, Brascan itself had been the target of a takeover try by another Toronto company-Edper Equities, Ltd. But Wednesday Edper announced plans to drop its$28-a-share offer for Brascan. Edper said, however, it might try to stop the Woolworth takeover.
Edper owns a substantial share of Brascan stock.
In its suit, today, Woolworth charged that the Brascan takeover is really a ploy to make the company less attractive to Edper.
Brascan President E. C. Freeman Attwood told reporters that if Edper offered $28 a share for all of the shares of Brascan the offer would be given careful consideration. Edper plans to bid $28 for about 45 percent of Brascan. It already holds about five percent.
Freeman-Attwood said Brascan opposed the Edper plans as "a partial offer." He said all shareholders should be offered the same price.
He said the board would consider such an offer and not reject it outright as it did the earlier Edper offer.
Woolworth said that Brascan also wants to use the assets and earning ability of Woolworth to finance Brascan's "planned ventures in the energy area."
Incredibly, Brascan's tender offer materials do not describe these material plans to rob Woolworth, its share-holders, employes, customers, suppliers and landlords, of any prospects for Woolworth's continued growth in its second century of contributions to the American economy."
The suit noted that Brascan has no experience in the retail field.
Woolworth is one of the world's largest retail variety chains. It operates 5,627 retail outlets in the U.S. and other countries, including Canada. It owns Kinney Shoes and several other companies.
It had sales of $6.1 billion last year and earnings of $130 million.
The $35-a-share offer is substantially above the $28 7/8 at which Woolworth closed today. (The company closed at $26 a share Friday before the merger attempt was announced Monday morning.)
However, it is below the book value of the company, which is slightly above $36 a share. CAPTION: Picture, The Woolworth store at 42nd Street and Third Avenue in New York City. UPI