Gannett Co. Inc. stockholders today approved a set of anti-takeover measures, in spite of objections from one of the media conglomerate's largest shareholders.
The shareholder, Cincinnati financier Carl Lindner, who owns 5 percent of the company, did not appear at the meeting and has declined to comment on his Gannett holdings, other than to declare his opposition to the anti-takeover provisions. Some analysts have suggested that Lindner might have had some interest in attempting to gain control of Gannett, but adoption of the defensive measures now makes that very difficult.
Alan H. Neuharth, chairman of the Rosslyn-based publisher of USA Today and dozens of other newspapers, told the shareholders at the company's annual meeting here that he thought the vote "sent a signal that most Gannett shareholders are fed up with these rampages of corporate takeovers around the country. . . . You have removed the welcome mat from traders or raiders who are just out for a quick, big buck."
Neuharth also said the vote should be seen as a message to groups that have been trying to take over media companies in an effort to correct allegedly "unbalanced" news reports, such as the bid for CBS Inc. by Fairness In Media, a politically conservative organization supported by Sen. Jesse Helms (R-N.C.).
"I hope the vote will discourage some extremists who would capture public media companies for purely political or philosophical reasons," Neuharth told the stockholders. "Such extremists, whether they're on the right or on the left, certainly have the right to their views, but they have no business controlling how these views are presented to the general public."
The anti-takeover provisions voted in by Gannett's shareholders are similar to those adopted by many other companies in recent years. One provides for the election of company directors to staggered terms -- making it impossible to vote out the board all at once as a way of taking control -- and the other requires a "fair price" be paid for all Gannett shares in a takeover offer, thus making it impossible for an acquirer to make a "two-tiered" offer that would, for example, pay cash to half the company's shareholders and give lower-valued securities to the rest of the stockholders.