At an emergency directors meeting Saturday, Garfinckel, Brooks Brothers, Miller & Rhoads Inc. unanimously rejected an offer by Allied Stores to buy the company and decided to look for someone else to merge with.
Abandoning its long-standing insistence on remaining independent, Garfinckel said it "now must seek alternatives to the Allied proposal."
That could include either a merger with another firm or sale of some of the chain's divisions, Chairman David R. Waters said Sunday. "We are studying every option that's open to us."
In a letter to be mailed to shareholders today, the company said it has hired Lehman Brothers Kuhn Loeb, the New York investment bankers, to seek what is known in takeover talk as a "white knight" to rescue it from the clutches of Allied.
The letter says Lehman Brothers has been assigned "to develop alternatives that may involve our entire corporate entity or parts of it and that will be preferable to our shareholders, employes, customers and our communities."
Waters said no talks have been held with other potential suitors.
Garfinckel's directors rejected Allied's offer of $48 a share as "inadequate and not in this company's best interest" and said they "strongly recommend that it be rejected by our shareholders."
Allied has offered a total of $207 million for all the stock of the Washington retail firm, which besides Garfinckel's, Brooks Brothers and Miller and Rhoads owns the Ann Taylor and Catherine's Stout Shoppes women's wear stores and the Miller and Harzfield's department stores.
Allied's bid of $48 a share is $14 more than the highest price the company's shares had ever sold for before and nearly twice the official book value of $25.90 a share.
Waters said, however, the Allied offer falls short of Continental Illinois National Bank's valuation of the company, which he declined to reveal.
The bank's evaluation was made less than a month ago as part of the company's long-term planning process and was given to directors Thursday, the day before Allied's unexpected offer.
Garfinckel officials would not speculate on what parts of the company might be spun off to avoid an Allied takeover. It is generally believed the most profitable parts of the business and those with the greatest growth potential are Brooks Brothers, Catherine's, Garfinckel's and Ann Taylor.