Fairchild Industries Inc. strengthened its efforts to gain control of Bunker Ramo Corp. today by capturing an additional seat on Bunker's Board.
Fairchild -- the Germantown, Md., aerospace firm which owns about 21 percent of Bunker Ramo's stock -- was successful in its efforts to re-elect Edward Uhl, Fairchild's chairman, and to add Thomas Moorer, a Fairchild board member and former chairman of the Joint Chiefs of Staff. The vote came today at Bunker Ramo's annual stockholders meeting.
The Bunker Ramo board had recommended to company shareholders that Uhl, a board member since 1973, be dropped from the board because of alleged conflicts of interest. Uhl said the move was characteristic of Bunker Ramo trying to "frighten" him off the board.
In a March 5 proxy statement, Bunker Ramo had concluded that "it was inappropriate that inside information of the corporation be available to the chief executive of Fairchild which sought to acquire share of the corporation's securities from other shareholders who do not have equal access to such information."
Uhl and Fairchild have contested that charge heatedly, writing to Bunker Ramo stockholders on March 24 to tell their story. Fairchild said the charges "do no bear scrutiny" since all Bunker board members have access to the same corporate information.
Uhl and George Trimble, Bunker's president, were once close friends, but the battle over control of Bunker Ramo has grown into a rift between the two executives.
Fairchild bought 1.6 million shares of Bunker Ramo stock for about $27 million in January 1979, agreeing at that time not to make further purchases of the stock without Bunker Ramo's consent.
So far, Fairchild had made two such offers, one offer for $28 a share and a second for $33 a share. Bunker Ramo stock has been selling for as little as about $18 a share, although the common stock is now priced at $22 1/8. Bunker Ramo, however, has rejected both offers.
Bunker Ramo has adopted the cumulative stock voting method, which enabled Fairchild to cast virtually all its votes today for Uhl and Moorer, electing them easily. Fairchild itself does not use that voting method.
After the meeting, Trimble said he was uncertain about his company's next move. "We have to protect the information the company doesn't want to get to the public," said Trimble, who will retire this year. "How we'll do that, I don't know."
Uhl indicated today that Fairchild would be reluctant to make another offer for the Bunker stock without the encouragement of Bunker's board. "I don't think it would be appropriate to make another offer without an indication by Bunker Ramo that they would consider it," Uhl said.
The acquisition of Bunker Ramo is considered vital to the growth of Fairchild, officials of the aerospace company say. The combination would allow Fairchild to continue its diversification program, moving the defense orientation of the firm towards satellites and other technological equipment. Bunker Ramo is involved heavily in computer information systems. "We do have complementary skill," Uhl said.
As Uhl left a later board meeting today, he smiled and said, "Everything's fine." Uhl said he and Moorer expect to be represented on key Bunker Ramo management committees.