Gannett Co. Inc. directors met yesterday with the major stockholder who is protesting the Rosslyn-based media company's proposed anti-takeover measures, and told him they would press on with the proposals despite his objections.
The investor, Cincinnati financier Carl H. Lindner, threatened last week to enlist the help of large institutional shareholders of Gannett and begin a proxy battle against the anti-takeover proposals, which include staggering the terms of the company's directors and mandating that any offer for the company guarantee an equal price for all shareholders.
"We have carefully considered Mr. Linder's views and we respect them, but we believe our amendments are necessary to help insure that all shareholders benefit fairly and equally from future stock price increases and that the company's successful policies are not abruptly changed," Gannett Chairman Allen H. Neuharth said in a statement after the meeting.
Lindner, who could not be reached, argued in a filing with the Securities and Exchange Commission last week that the proposed measures would actually have a dampening effect on Gannett's stock price by discouraging a takeover bid.
Neuharth said Gannett's board had taken the unusual step of meeting with Lindner, who owns 5 percent of the company's stock, "because we thought it fair for him as the second biggest shareholder to have an opportunity to fully express his views to the entire board." Still, Gannett said the board voted unanimously after the presentation to continue its support of the proposals.
Gannett publishes USA Today and dozens of other newspapers nationwide and has interests in broadcasting, billboards and a variety of other media. Lindner became a shareholder several years ago when his American Financial Corp. sold its stock in Combined Communications to Gannett.