Black & Decker Corp. said yesterday that it will ask shareholders of American Standard Inc. to approve a plan enabling Black & Decker to seize control of American Standard's board.
The plan comes just one day after American Standard's directors urged their shareholders to reject Black & Decker's unsolicited tender offer of $65 per share, or about $2.1 billion.
Black & Decker, a tool and appliance maker based in Towson, Md., said it will ask American Standard shareholders in a written consent procedure to remove 10 of American Standard's directors, reducing the board to five members.
The shareholders then will be asked to elect three Black & Decker officers as directors of American Standard, said Barbara Lucas, spokesman for the firm.
Black & Decker's nominees are Nolan D. Archibald, its chairman and chief executive, and two other company executives.
"If we are successful, we would then take whatever action necessary to seek to redeem American Standard's recently adopted 'poison pill'," Lucas said.
American Standard on Tuesday announced the adoption of an antitakeover defense, which would allow its shareholders to buy American Standard stock from the company at $32.50 a share -- or half the price of Black & Decker's latest offer -- if a bidder acquired 15 percent or more of its stock.
Such a provision, called a "poison pill," is intended to make a hostile takeover prohibitively expensive.
Linda King, an American Standard spokeswoman, said yesterday that the company was reviewing Black & Decker's latest action and had no comment.
Thomas T. Taylor, president of Chesapeake Securities Research Corp., a securities research firm, called Black & Decker's attempt to overthrow the management a "desperation measure."
"I think Black & Decker wants to get the company at a cheap price. To do that they have to force American Standard to do something rapidly," he said.
"If American Standard has enough time they can probably find other people who are willing to pay more to acquire the company or to make concessions to American Standard management."
American Standard said its financial adviser had been approached by several companies interested in possibly making a bid, but it refused to identify them.
American Standard's products include plumbing and homebuilding supplies, automotive parts and security equipment.