With a growing number of bidders eager to take over Washington Homes, one of the suitors yesterday spelled out the details of its $18 a share offer for the Waldorf, Md., home builder.
Sonny DeCesaris & Sons Development Group of Clinton, Md., said its offer was valued at $116.2 million, or more than $18 a share.
A second proposal was made last week by Preference Homes II LP, which offered $18.25 a share or a total of $85.78 million.
Preference is also a Washington-area home building firm.
In addition, a British company, Scottish Heritable Trust of York, in August offered to purchase a 24 percent stake in Washington Homes at $17 a share.
Washington Homes shares closed yesterday at $15.75, unchanged.
The DeCesaris package would include $12.50 in cash and $4 in 13 percent debentures for each share of Washington Homes.
In addition, Washington Homes shareholders would get 20 percent of the common stock of a new corporation resulting from a merger of the two companies. It was not revealed how those shares would be distributed or what they would be worth.
The DeCesaris' $116.2 million figure includes assumption of Washington Homes debt represented by outstanding debentures and transaction costs, according to the statement.
Geaton DeCesaris Jr., who is directing the takeover effort, was not available for comment.
In his announcement, DeCesaris also said that "There should be no reason for the board to refuse to accept this proposal, which is clearly in the best interests of all shareholders."
DeCesaris said his proposal would merge Washington Homes and DeCesaris into a new company.
If the merger is completed, DeCesaris said the merged companies would sell Washington Homes' 89 percent interest in Washington Savings Bank of Waldorf.
It also would wind down mortgage origination operations and reduce land investments "to levels consistent with sales expectations," the statement said.
DeCesaris announced that it had hired Signet Investment Banking Co., a subsidiary of Signet Banking Corp. of Richmond, as its investment adviser.
Washington Homes said it would have no comment on the details of the DeCesaris proposal.
When DeCesaris made its original offer on Sept. 18, Washington Homes officials requested more details on the $18 a share offer but declined to discuss it face to face, DeCesaris said.
Washington Homes later retained Thomson, McKinnon Securities of New York as its investment banker and adviser.
DeCesaris said its offer would remain open until Oct. 14.