Teamsters Press BankAmerica To Dismantle Its Poison Pill

SAN FRANCISCO - There was a time when a battle between a union and a big bank would be the stuff of a novel by John Steinbeck, with labor fighting to keep property away from bankers with foreclosure papers.

But not today, at least in BankAmerica Corp.'s current skirmish with the International Brotherhood of Teamsters.

The union, as it turns out, is a major institutional investor, overseeing more than $40 billion in pension funds for members. One of the companies these funds invest in is BankAmerica, said Bartlett C. Naylor, the union's national coordinator for corporate affairs in Washington.

And in its position as investor, the Teamsters is joining others in seeking the elimination of poison pills, which Mr. Naylor said are in place at more than 1,400 companies around the country, including several of the country's largest banks.

The Teamsters object to poison pills, which thwart hostile takeovers by requiring large layouts to shareholders, because they insulate managers from the risk of being bought out.

At BankAmerica's annual shareholders meeting last month in Chicago, the Teamsters proposed to eliminate a poison pill put in place in 1989. It is scheduled to expire in 1998.

BankAmerica's board opposed the measure. But it came close to passing, with 131 million ballots cast in support of the Teamsters, and 133 million against.

The close vote was "clearly a mandate that shareholders want something done," Mr. Naylor said.

At the shareholders' meeting, BankAmerica chairman Richard M. Rosenberg agreed that because of the close vote, the board should look into the matter. A BankAmerica spokesman was unable to say if the issue will be addressed at the next scheduled board meeting on Aug. 7.

Stock analysts said any change in the poison pill is unlikely to affect BankAmerica. They said that even though there was a time when BankAmerica might have been subject to a hostile takeover, that time has long since passed.

"Given their size and share price, the chances of them being a takeover candidate are quite remote," said Raphael Soifer, a bank analyst with Brown Brothers Harriman & Co., New York.

As a result, Mr. Soifer and other analysts don't think it matters whether BankAmerica keeps or eliminates the poison pill.

"I see this as little more than a housekeeping move," Mr. Soifer said.

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