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About The Battalion. (College Station, Tex.) 1893-current | View Entire Issue (Jan. 11, 1984)
Wednesday, January 11, 1984/The Battalion/Page 9 Stockholders gain company guarantee United Press International WASHINGTON — With out admitting guilt to charges contained in a Securities and Exchange Commission com plaint, top executives of a Dal las energy company agreed to fully inform stockholders in the future. The chairman of Dorches ter Gas Corp., George S. Rooker, signed an agreement with the SEC, which had charged company executives asked stockholders to protect the firm against takeovers without telling them they in tended to assume ownership themselves. The SEC complaint was filed Monday in federal court. Rooker said Tuesday his signing of the agreement set tled the matter. “These were allegations that the SEC was alleging and of course there’s been no trial," he said from his Dallas office. “We just agreed with out admitting or denying to the consent order in order to save further legal expenses and taking up any more time. This settles it.” Using the case as an exam ple of how management can attempt to take advantage of stockholders, the commission issued a statement warning company managements to provide "adequate and accu rate disclosure.” “It is especially important, when management is consid ering or pursuing a leveraged buyout with its attendant se rious conflicts of interest, that full and fair disclosure of the impact of the anti-takeover measures on the proposed transaction be made,” the commission said. The SEC charged that Rooker, president John R. Barnes and vice chairman Preston A. Peak began to map plans to buy up controlling in terest in Dorchester stock, us ing the firm’s own assets as col lateral, after an unidentified company expressed interest in a takeover in June. They went as far as signing an agreement with an invest ment banking firm, promis ing to pay one percent of the cost of the takeover up to $4 million for services rendered in accumulating stock at $22.50 a share before making any public announcement hinting about what was under way, the SEC said. Then the public announce ment failed to fully explain what had already happened, the SEC charged. The SEC said a first set of proxy materials intended to be sent to shareholders did not mention at all the prop osed “leveraged buyout” by the senior management. After the SEC staff told Dorchester to be more forth coming, as required by law, management sent a letter to stockholders Dec. 9, saying an investment banker was autho rized to “attempt to develop a leveraged buy-out proposal’-’ and promising to submit it for shareholder approval if one were worked out. The letter did not explain that such an agreement had been worked out, without shareholder approval, by Nov. 28, the SEC said. Instead shareholders were called to a Dec. 14 meeting, later postponed, to consider three measures to protect the company from outside takeovers, including increas ing the number of common shares to 42 million from 36 million, authorizing 5 million pref erred shares and adding a fair price provision intended to deter certain takeovers. In addition the stockhol ders were told that there had been preliminary discussions with third parties about taking over the company when in fact Rooker never answered the single letter containing a takeover query, the SEC com plaint said. _ — U.S. comment wanted for forest improvement United Press International WASHINGTON — The griculture Department Tues- ay asked for public comment npam n possible changes, including nned icreased timber harvesting, in diik iemanagement and use of 191 illion acres of national forest verthe next five decades. Findings from the review will [ saw lx: used for the latest five-year of tilt tenia- said, trad, oy un- ir.cal- ur in pdate of the program that uides Forest Service activities hings, ancerning timber, grazing, re- reation, wildlife, wilderness, later and minerals in the na- onal forests. Part of the nation’s wilder- ess, primarily national forests, administered by the Agricul- -jotlltf. ire Department through the oresl Service. The Interior De- arment administers other wil derness land. A draft environmental im- /d [of [act statement contains nine ill Iternative policy options, rang- iiig from following the status scon- no to increasing production of et tlit o tracts tuber, minerals and livestock n federal lands. Another alternative calls for king more emphasis on con- rvation of water, wilderness nd wildlife and more recrea- ional use of national forests. For example, one option calls tr a dramatic increase in the arvest of timber, now at 1 1 bil- on board feet a year, to 16.1 wells ordd .editc- to lltf estots ge of =y re- trad- 1 iiootl 1. rnedi action - leas- iwned 5 dis- ;catis ( action Court adliis edut; ant .s I ttcert aw t 11 i. Far- o# Irion - a tio” . that jrcert 1 .ori" ustid stic {i gelu 1 ' ns. ndis' arW done' allot jot; vvd' in a 11 : billion board feet in 1990 and 22.1 billion board feet a year in the year 2030. An opposing option calls for increasing wilderness areas from 32 million acres to 42 mil lion acres in 2030. The govern ment has not yet stated its pre ferred alternative. Forest Service Chief R. Max Peterson said that a 1984 sup plement to the assessment indi cates the demand for products such as timber will continue to rise rapidly. This is the third such update prepared by the Forest Service ^ The Gallery of Dance Arts ^ Valerie Taylor Now offering new classes for the spring Ballet Jazz Tap C<SpW Children-Teens-Adults Registration-Wed., January 18 5:30-7 pm Call for more information 107 Dowling Rd. 693-0352 J <fi» ^ Oearance Wi(\TER SPECIAL SELECTION OF: COORDINATES. 25%-50% OFF SPORTSWEAR .. 25%-50% OFF DRESSES 25%-50% OFF Post Oak Matt layaway M.C. Visa PECK & PECK G> Reagan favors ties with China, but to honor Taiwan agreement > to fulfill requirements of a 1974 law. The first review came in 1975, with another in 1980. Public comments on the en vironmental impact statement are due April 9. Responses can be sent to Forest Service offices in Washington; Missoula, Mont.; Lakewood, Colo.; Albu querque, N.M.; Ogden, Utah; San Francisco; Portland, Ore., Atlanta; Milwaukee; and Juneau, Alaska. Copies of the document outlining the alterna tives are available at those offices. United Press International WASHINGTON — President Reagan told Premier Zhao Ziyang of China Tuesday he cannot abandon Taiwan but will honor U.S. commitments to phase out arms sales to the na tionalists while seeking closer ties with the communist giant. “For our part, we recognize the differences between our two countries, but We stand ready to nurture, develop and build upon the many areas of accord to siferigtHfen die ties between us,” Reagan told Zhao during an honor guard reception on the south JaWn Of the White House. Reagan and Zhao met for 70 minutes in what was described as frank but cordial talks. Officials indicated Taiwan was not the major issue — for Zhao it is gain ing greater access to American technology and credits — but it remains die the chief obstacle to closer relations. “Their fetiirhg is that the whole issue (of Taiwan) is their internal affair,” a senior official told reporters. “The president was candid about the fact that we take se riously our commitments to old friends, and we don’t walk away from them.” But Reagan, while support ing non-official relations with Taiwan, pledged to Zhao that he will uphold agreements that state there is only “one China” and Taiwan is part of China. And in a 1982 accord, Reagan pledged to phase out arms sales to Taiwan because of China’s pledge to seek peaceful reunification with what it con siders a breakaway province. “We would be kidding ourselves if we believed this issue is going to disappear,” the official tola reporters. “That issue is there arid likely to be there for a long time.” Secretary Of State George Shultz said the relationship be tween China and the United States is so complex that “we can hardly expect the slate to ever be free of problems. But he said the two nations must look to a future of mutual trust and economic benefit. “With a good will that both sides must bring to bear on these occasional irritations, we will take them as they come, argue vigorously for our respective in terests and surely work out mutually acceptable solutions in the end,” Shultz said in toasting Zhao at a State Department lun cheon. Reagan stood in the grey overcast chill and welcomed the premier in a ceremony filed with fanfare on the south lawn. Both leaders did not appear to notice the faint chants of “Peking, no, no, no” from nearly 1,000 pro- Taiwan demonstrators outside the distant White House fences. “Today, we know it is within our grasp to reap enormous re wards from the courage and foresight of those who opened the doors of Chinese-American friendship,” the president said. Reagan, by rewards, meant trade. In his four-day visit Zhao will discuss obtaining compu ters, cooperation in nuclear and fossil energy exploration, and industrial development and in vestment. Zhao called on both govern ments to “embark on a smooth path,” building on a relationship that began with sailing traders 200 years ago, then was inter rupted by the communist re volution, the Korean war and 30 years of Cold War chill before diplomatic relations were res tored in 1979. “In order to turn the possibil ity into reality, it is necessary for both sides to show mutual re spect and for each other to take into account the national in terests of the other side as well as i his own country in handling the; problems before them,” Zhao said of Taiwan. But he said thei relations would by free of jolts if the agreement is followed. Ji AUTO INSURANCE FOR AGGIES Call: George Webb Farmers Insurance Group 3400 S. College 823 8051 TEACH IN JAPAN Persons with a degree or job-experience in such fields as engineering, languages or computers wishing to teach Japanese adults for one or two years in Tokyo and other parts of Japan should write to: International Education Services Shin Taiso Bldg. 10-7, Dogenzaka 2-chome, Shibuya Tokyo, Japan 150 Instructors employed by I.E.S. will teach Japanese businessmen and engineers English as a second language and the terminology in their own field of study or job-experience in Japan. No Japanese language is required for classroom instruction. Prefer per sons with one to years job or teaching experience, or master’s degrees. An orientation and training are given in Tokyo. Information on salary, transportation and housing can be obtained by provid ing International Education Services with a detailed resume and a letter indicating an interest in the position. Personal interviews will be held in Houston in March, 1984. Selected Applicants will be expected in Tokyo from June to October, 1984. .. / H T A VITAL SOURCE ENRICHMENT ■j.: • ' ' .. DISCOUNT to Texas A & M Students, Faculty & Staff Keep the pulse of today’s issues and events. Enjoy the best leisure reading. And take advantage of the largest employment listings in the USA. Subscribe to The Chronicle now at a discount. Jan. 16—May 11 $14.00 (excluding Spring Break) Jan. 1—May 31 $20.00 (including Spring Break) CALL 693-7815 or 693-2323 —Offer applies in most areas— Houston Chronicle Houston’s leading information source