The management of Fairchild Industries is trying to make it harder for other companies to take it over by forcing potential buyers to offer the same price to all shareholders for their stock.
The amendment to Fairchild Industries' corporate charter will be voted on April 27 at the Germantown firm's annual meeting. It would require any group owning more than 10 percent of the corporation stock to offer to pay all stockholders either fair market value for the shares or the highest price it paid over the past three years for Fairchild stock.
The amemdment is aimed at the increasingly common practice of "two-step takeovers." In such transactions, the purchaser offers a high price for a portion of the company's stock to persuade stockholders to sell quickly. Then after obtaining effective control of the company, the buyer makes a lower offer in cash or offers securities instead of stock for the remainder of the shares.
The Fairchild management move was prompted by the increased use of this strategy in takeover attempts, including last summer's push by the Bendix Corp. to gain control of Martin Marietta, company officials said.
"This is a true fairness provision for stockholders. Our intention is not to put an anti-takeover provision in our charter," said Fairchild secretary John D. Jackson.
He said the company rejected possible "hard-core anti-takeover" proposals, such as the requirement of a "supermajority" of more than 75 percent of all stockholder votes for any merger or takeover. Presently, a two-thirds vote is enough.