Macke Co., long one of the Washington area's major independent corporate enterprises, will go out of existence this morning when it merges with Allegheny Beverage Corp., a Baltimore bottling concern.
The fate of the vending and food service company was sealed yesterday when a tally of stockholder proxies approving the merger was announced at a special meeting of shareholders held at the Macke headquarters in Cheverly.
Meyer Gelfand, chairman and chief executive officer of the hald-century-old company, said he was presiding over "our final shareholder meeting . . . with some understandable emotion."
Gelfand, who is 62 years old, announced during the 25-minute meeting that he will retire this morning following the filing in Delaware of documents certifying the merger. When Macke becomes an Allegheny subsidiary, he will be succeeded as chief executive by Joseph Kingrey, who was president of Macke under Gelfand.
At yesterday's meeting, Gelfand introduced Macke's new controlling stockholder, Morton Lapides. Lapides, 51, owns 22 percent of Allegheny and will have the title of president and chairman of the parent company.
Allegheny had net income of $4.8 million on sales of $129.3 million for 1979, the last full year for which the Baltimore company has released figures. 1The larger Macke reported sales for fiscal 1980 of $283.4 million -- about twice those of Allegheny's -- and net income of only $4.6 million.
Although Gelfand told the shareholders that he considered the $14.50-a-share price Allegheny will pay Macke's common stockholders a "very fair price," it was clear that the toppled chief executive remained dismayed by the merger.
Allegheny quietly began buying up Macke's shares early last year. After getting only a modest percentage of Macke, Lapides made an acquisition proposal. Macke turned it down cold.
Indeed, Macke unsuccessfully tried to get a court order barring Allegheny from acquiring more of its shares. By last summer Lapides had enough Macke stock to force the merger.
Macke's lackluster earnings in recent years made it vulnerable to takeover by the aggressive Lapides operation.
Macke has made a couple of unimpressive attempts to diversify away from the highly competitive vending machine business. But its Desks and Furnishings, an office furniture sales operation, contributed only about 5 percent to the company's business. And Family Fish Houses, a chain of 30 seafood restaurants, has been a drag on the company's earnings.
By contrast, Allegheny has grown steadily since 1960 when Lapides sold stock to acquire his first Pepsi-Cola bottling franchise in central Pennsylvania. Franchises have been added in Tidewater, Baltimore and Richmond.
In 1968, Allegheny acquired Fowler Products Co. Inc., a bottling-equipment manufacturer. About 25 percent of Allegheny's soft drink revenues comes from its own vending operation, so in acquiring Macke it greatly enhances one significant segment of its business.
Lapides said after the meeting that he still is formulating plans for Macke. He also said that his company's antitrust suit against Coca-Cola Co., alleging that the soft drink rival is trying to push Pepsi out of the Virginia and Maryland markets, is moving forward.
During the meeting, Gelfand presented his former close associate, Aaron Goldman, 67, who is chairman emeritus of Macke, with a plaque commemorating his 46 years with the company.
Goldman, reflecting the melancholy tone of the final Macke meeting, noted that Macke had been in the Goldman and Gelfand families for two generations.
Pointing to his old associate, Gelfand, Goldman said: "His father and my father were partners for just about as long as we have been partners."