In the competitive world of business -- where money, power and ego are the motivating forces -- there's no such thing as a lasting friendship, it's often been said.
The changing relationship between George Trimble and Ed Uhl is a good example. Friends for more than 30 years, the two men have become bitter adversaries. The outcome of their struggle is of particular interest on a couple of counts:
It could go a long way in deciding the fate of a proposed, but currently rebuffed, corporate takeover that would create a combined company with more than $1 billion in annual sales.
It could provide an answer to an intriguing question: Does any corporation have the right to bar one of its directors -- whose chief watchdog function is looking out for the interest of all stockholders -- from access to relevant information about its activities and its plans?
The Trimble-Uhl relationship dates back to the mid-'40s. Both men worked at Martin Marietta Corp. and lived within a couple of blocks of one another in a Maryland suburb. Their families socialized, and the two men used to give each other a lift to work.
Eventually, Ed and George went separate ways. And in 1973, Trimble, who went on to become chief executive of Bunker Ramo Corp., invited his old friend Uhl, who subsequently took over the helm of Fairchild Industries, to join Bunker Ramo's board. Uhl accepted. A friendship renewed, one might say.
They are friends no longer, though.
"Unethical" and "a Judas" are Trimble's biting descriptions of his onetime friend, according to a source close to the Bunker Ramo chief.
The reason: Fairchild, the biggest Bunker Ramo shareholder (it owns 22 percent of the company's shares, or just under 20 percent of its voting securities), wants to take over Bunker Ramo, an electronics-oriented company with $426 million in '79 sales.
And Uhl, a director of Bunker Ramo who hasn't been renominated by management for a board seat, refuses to resign. Not only that, but Uhl, as revealed in a just-issued Bunker Ramo proxy, has informed management that he intends to elect -- through the firm's cumulative voting procedure -- both himself and another Fairchild director to Bunker Ramo's 11-man board at the April 22 stockholders meeting.
In its proxy, Bunker Ramo raises the question of potential conflicts of interest by Uhl if he remains on the board. It also cites potential abuses of inside information.
"How can you keep a man on your board who's trying to steal your company?" asks my source, who is close to Bunker Ramo. "And just supposing he makes a tender offer for the remaining (Bunker Ramo) shares; isn't he doing it with more information at hand than the other stockholders have . . . ?"
This source says Trimble has tried to make it plain to Uhl that he's antagonized the rest of the board, that the directors view him as "an enemy." But the best Uhl can offer in return is "a blank stare and a nonsensical comment that he doesn't believe his being on the board is a conflict of interest," the source continues. "He (Uhl) is blind on the subject . . ."
A boiling Uhl didn't mince words when told of Trimble's thinking (as relayed by my source): "If it took him 30 years to figure out I was a Judas and unethical, he must be awfully dumb," said Uhl. "You've got to believe that he (Trimble) won't be around if Fairchild and Bunker Ramo combine operations."
At present, Uhl -- whose company has a $29 million investment in Bunker Ramo -- is unable to obtain certain information about its activities, such as business plans and nonpublic financial data. And it's drivng Uhl up the wall.
"Who's got a better right to be on the board and to have access to all information than someone with a large ownership?" he asks. Uhl, who has agreed to depart from board meetings when the subject of Fairchild is discussed, says it's ridiculous to assume that he would misuse any inside information. "I obviously couldn't do that and I wouldn't . . . "
Uhl describes the current Bunker Ramo board meetings as "a sham." Individual committees of board members have been set up by Bunker Ramo covering different phases of the company's activities, and Uhl is the only director who's been excluded from these groups.
"I'm just not going to let this go on; I intend doing something about it," he said, but he didn't elaborate on what he might do.
Last year Fairchild made two offers to acquire Bunker Ramo. One was for all of Bunker Ramo's stock at $28 a share; the other for another 1.7 million shares that would have boosted its Bunker Ramo stake to nearly 50 percent. Bunker Ramo's board rejected both offers.