Campeau nears acquisition of Federated 16 months after Allied takeover

Key events leading to Canadian developer Campeau Corp.'s proposed $6.1 billion takeover of Cincinnati-based Federated Department Stores Inc.:

-Nov. 2, 1986, Campeau announces negotiated settlement to acquire Allied Stores Corp. of New York for $3.5 billion in largest acquisition to date of a U.S. company by a Canadian.


-Jan. 5, 1987, Campeau announces plans to dismember Allied by selling 16 of 24 divisions to raise $1.1 billion to repay bank debt.

-Jan. 13, 1988, Federated announces real estate magnate Donald Trump sought clearance under antitrust law to acquire at least $15 million of its stock and depending on market conditions could acquire at least 15 percent.

-Jan. 21, Federated amends 2-year-old poison pill, lowers trigger point, allowing shareholders to buy newly issued stock at discount if suitor acquires at least 15 percent.

-Jan. 25, Campeau launches $47-a-share, $4.2 billion bid for Federated, files suit in Manhattan court seeking to invalidate poison pill and initiates court actions in several states to overturn anti-takeover statutes.


-Jan. 26, Federated files court action in Columbus, Ohio, seeking declaration state Takeover Act is constitutional; Robert Campeau promises no major sale of Federated assets, other than four targeted divisions, says he would merge Federated with Allied.

-Jan. 28, Campeau sells Allied's Dey's unit, completing plans announced year earlier to divest 16 divisions.

-Feb. 2, Bill restricting hostile takeovers signed into law in Delaware, where Federated is incorporated; Campeau launches court action in New York, challenging constitutionality of law.

-Feb. 3, Campeau proposes $61-a-share, $5.5 billion bid if Federated board of directors enters definitive agreement by Feb. 6 but lets stand $47-a-share offer.

-Feb. 5, Federated rejects 'grossly inadequate' $47-a-share bid, says will consider $61 a share if evidence of financing shown.

-Feb. 10, Campeau announces financing for friendly deal, arranges $400 million loan from Edward J. DeBartolo Corp. and $260 million sale of Campeau securities to Toronto's Reichmann family; Federal Trade Commission decides not to challenge bid.

-Feb. 11, Campeau discloses deal with Reichmanns could dilute his voting power in Campeau Corp. to less than half from about 84 percent, reveals other financing arrangements; federal judge in New York rules Campeau can challenge Delaware antitakeover law as Securities and Exchange Commission files friend-of-court brief backing Campeau's position.


-Feb. 12, Campeau threatens legal action against New York investment banker Kohlberg Kravis Roberts & Co., warning against interfering in bid; Ohio Gov. Richard Celeste signs emergency antitakeover statute designed to protect Federated; two Federated stockholders file $2.64 billion suit in Ohio against Federated board on behalf of company, alleging directors breached duties by rejecting $61-a-share offer.

-Feb. 16, Campeau raises bid to $5.9 billion, or $66 a share, in friendly deal; Federated rejects offer, announces major defense to sell non-department store holdings, possibly issue preferred shares and repurchase more than half its common stock.

-Feb. 17, Campeau boosts tender offer to $61 a share from $47 but lets stand $66-a-share bid for friendly deal if accepted by Feb. 21.

-Feb. 19, Federated rejects $66-a-share bid.

-Feb. 22, U.S. District Judge Carl Rubin in Cincinnati blocks Ohio statute as unconstitutional, granting injunction to Campeau.

-Feb. 25, Campeau boosts tender offer to $66 a share, or $5.9 billion, removing conditions for friendly deal, and arranges to sell Brooks Brothers chain to Britain's Marks and Spencer PLC for $770 million if Federated bid succeeds.

-Feb. 26, Campeau and Federated announce they are near to agreement under which Campeau would pay $68 a share, or $6.1 billion, in friendly deal.


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