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Pickens lights fire for a new takeover try. Unocal, 12th-largest oil company in US, is prepared to resist offer

T. Boone Pickens Jr. has lit the logs of another takeover fire. This time Unocal Corporation, the 12th-largest oil company in the United States, takes its turn in the caldron. The match was struck Monday when Mesa Partners II, a Pickens-led investment group, placed a newspaper ad announcing a $54-a-share tender offer. If successful, the offer would add 64 million shares to Mesa coffers and give the group a 51-percent piece of the Los Angeles-based oil concern. The Pickens group now owns 13.5 percent of Unocal.

``The actual tender offer doesn't come as much of a surprise,'' comments Sanford Margoshes, an oil analyst at Shearson Lehman Brothers in New York. ``Pickens was stymied in his attempt to change the annual meeting date. Now he's just bypassing it.''

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For several months now, Pickens and company have been laying the logs for this bid.

In February, the Pickens group revealed that its stake of Unocal stock had reached 9.7 percent. As he has done in the past, Mr. Pickens said Unocal stock was being bought ``for investment purposes'' only. Late last month, however, Mesa holdings had risen to 13.5 percent, and the group said it was considering seeking control of Unocal.

Then, Pickens tried to postpone the April 29 shareholders' meeting. The delay was apparently to buy time while he put together a plan to get his own crew of directors elected to the Unocal board. But Unocal was not ready to roll over.

Unocal's chairman, Fred L. Hartley, is known as a feisty, hard-nosed businessman. On April 1, evidence of his determination to keep his company independent came in the form of a suit against Mesa Partners. The suit claims Pickens and the partnership violated securities laws by falsely claiming that their holdings in Unocal were only for investment purposes.

On April 2, Unocal revised its bylaws in a way that blocked Pickens's efforts to delay the annual meeting. So Pickens made the tender offer his next line of attack.

What are Unocal's options at this point?

``It's very hard to parry these assaults,'' says William Higgins, senior oil analyst at Value Line Investment Survey. ``Once they're under way, it's extremely difficult to escape unscathed.''

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One potential parry would be for Unocal to make a higher offer for its own shares. ``An internal restructuring along the lines of [the one at] Phillips Petroleum,'' suggests Mr. Margoshes at Shearson Lehman Brothers. In that case, Phillips bought back its stock at a higher price than the raiders' offer. The price of independence was $7 billion of debt. But Unocal's debt ratio, less than 20 percent, puts the company in a better borrowing position than Phillips. Unocal could also protect itself by trying to take over another company. ``Unocal could make a run for Mesa itself. But that would not be well received by Wall Street,'' Margoshes says. A defensive takeover would load Unocal with debt, drop its stock price, and perhaps make it so unattractive that Pickens would withdraw his offer.

Value Line's Mr. Higgins suggests that Unocal sell off some of its ``notoriously weak'' assets. ``Hartley has clung to some underperforming mining assets like they're his own children,'' Higgins says. ``And they have done nothing for shareholders. If he spun those off, he'd take a way a point of attack from Pickens.''

Unocal is an attractive acquisition. In 1984, its earnings rose 12 percent, to $700.4 million, on revenue of $11.5 billion.

``It has one of the better records in the industry in terms of finding costs and performance in refining and marketing,'' Higgins says. And Charles C. Cahn at Sanford C. Bernstein & Co. reports that Unocal has the resources that ``should allow the company to grow faster than its domestic integrated rivals.''

But management has left itself open to Pickens. Mr. Cahn notes, ``A corporate aversion to risk has prevented the company from developing its assets aggressively; consequently, its profitability has been only average.'' And Higgins adds, compared with other oil companies, Unocal has been ``stingy with dividends.''

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