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Like McEnroe vs. Lendl,the takeover pace is hot

Courtroom slices, board-room slams, and hard-backhand tender offers. The pace of takeover volleying between management and would-be owners is heating up. In the center court last week, Ted Turner served CBS stockholders with a $5.41 billion takeover offer. Not unexpectedly, on Monday CBS management rejected the bid as ``grossly inadequate.'' But that's not all.

CBS has also filed a suit charging Turner Broadcasting Systems Inc. with misstating its earnings in 1983 and 1984. And the media conglomerate had accountants at Coopers & Lybrand run some numbers on Mr. Turner's offer. Their conclusion: The debt load of the merged CBS-Turner entity would sink the company.

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It was estimated that under favorable conditions, the annual cash flow of the proposed company would be just under $400 million. Yearly interest and dividend payments would reach some $660 million. Bankruptcy was predicted by 1987 or '88.

Meanwhile, the initial Turner bid has drawn some skepticism. Analysts have valued the package of debt securities at anywhere from $140 a share to $165 a share. But unlike most tender offers, the package contains no cash. Several institutional holders have indicated they are waiting for a better offer. It has been rumored that Turner will try to presell some CBS assets to generate some cash to be included in the offer. But as of this writing there had been no confirmation from Turner officials.

In the Unocal takeover court, T. Boone Pickens Jr. and Mesa Partners II received what might be seen as a fair call by the line judge. Mr. Pickens has been trying to delay Unocal Corporation's annual meeting, scheduled for Monday. Unocal had challenged the attempt, saying a delayed annual meeting could not conduct new business. A Delaware chancery court rejected that assertion.

Because of stringent Unocal bylaws, pushing the meeting back is considered crucial to the Mesa bid for the oil concern. Now, if Unocal shareholders do vote Monday to delay the meeting until June, Pickens will have the opportunity to nominate his own directors and propose new business.

On Tuesday, Unocal sweetened its own offer to shareholders. To beat Pickens to the punch, Unocal says it will buy 50 million shares of its stock with securities valued at $72 a share, whether or not the Pickens-led group goes through with its hostile offer for control of the company.

Originally, Unocal's buy-back offer would have been triggered only if Pickens's $54 tender offer for majority control had succeeded. Many analysts branded the offer as a ``poison pill'' bluff designed to make Mesa's financiers have second thoughts about backing Pickens.

And confusing volleying continues in yet another court. On Monday, Storer Communications offered to buy back 6 million of its 16.9 million shares for $100 a share in cash and debt securities.

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This backhand return came in response to a leveraged buy-out offer of $100 per share ($75 in cash, $25 in preferred stock) by Kohlberg, Kravis, Roberts & Co. Storer management rejected the offer as inadequate.

The Committee for Full Value of Storer Communications, which holds 5.9 percent of the shares, still plans to take control of Storer at the May 7 annual meeting. The group plans to liquidate the company and distribute the proceeds to shareholders.

Meanwhile, analysts speculate that Uniroyal Inc., dogged by Carl Icahn, is hunting for a white knight and, separately, is awaiting the outcome of industrywide negotiations with the United Rubber Workers Union. The rubber workers' contract expired last Saturday.

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