Marshall Field & Co., the gray lady of Chicago department stores, turned down a chance to marry into one of retailing's richest families a couple of years ago and now is being courted by someone from the other side of the tracks.
More than 10 percent of Field's stock has been purchased by a group of U.S. and foreign investors who between them have been cited five times for various infractions of securities trading regulations. Another block of almost 5 percent of Field's stock was sold recently and may have been been purchased by the same group.
The buyers "may seek to acquire control" of Marshall Field, they warned in filings with the Securities and Exchange Commission, or they may attempt to force Marshall Field to pay them off to avoid an unwelcome takeover.
Marshall Field in 1978 successfully fought off a takeover attempt by Carter Hawley Hale Inc., the Los Angeles retailer that owns Neiman-Marcus, I. Magnin and dozens of other department stores.
So far Marshall Field isn't commenting on the takeover bid launched by a group headed by Carl Icahn, a New York investor well known as a corporate raider.
The Field shares have been purchased by a group of companies with interlocking family trees, SEC filings show. The stock buyers are Icahn Capital Corp., Icahn & Co. Inc., CCI & Associates and Picara Valley N.V., a Netherlands Antilles firm. CCI is controlled by Brett Investors Corp., a subsidiary of Icahn & Co. Picara Valley is controlled by three investors, Philip S. Sassower and Lawrence I. Schneider and Establissement Dan-Elath Investment, an Israeli firm owned by Alex Goren, a Tel Aviv car dealer.
Five weeks ago, the SEC cited Icahn, his firm Icahn & Co., and Bayswater Realty & Capital Corp. for violating securities laws, failing to disclose pressure on one company and improper maneuvering to get a seat on the board of another firm.
As usual in such cases, Icahn neither admitted nor denied the charges, but agreed to abide by an injunction prohibiting future violations of SEC regulations, including disclosure rules.
In the Marshall Field filing, Icahn discloses not only the Dec. 31 case, but also three previous scrapes with regulators. Icahn's firm was fined by the New Jersey Bureau of Securities in 1977 for selling stock without registering with the state, was fined by the Chicago Board Options Exchange in 1978 for violating its rules, and was censured and fined by the New York Stock Exchange in 1978 for violating its rules.
Icahn's partners, Sassower, Schneider and Goren, were sued by the SEC in 1978 for a series of securities law violations. They, too, accepted an SEC consent order, saying they wished "to avoid costly and protracted legal proceedings."
Icahn's report to the SEC shows the group began buying Marshall Field stock last November and now owns more than 1.1 million shares.