ee aie fl 4 Page 8, The Herald, Monday, May 28, 197) Battle continues NEW YORK (cP) — A federal lower court hag in- directly dealt a severe blow to Brascan’s chances of acquiring the Woolworth relail empire by refusing to disfranchise Brascan ateckholders who are op- posed to the controversial move, In throwing out a lawsuit by Brascan Ltd. of Toronto - against Edper Equities Ltd, of Toronto, Judge Plerre Leval of the U.S. District Court said he never would have tet a Mayl temporary restraining order against Edper stand had he known what he now knows about the case, Leval found that Brascan's allegations of stock manipulation and pervasive fraud by Edper in pur- chasing more than six million Brascan shares on the New York market on Aprii30 and Mayl were without foundation. Edper now controls about eight million of Brascan’s 26milllon shares, The Brascan companies, including the corporated et busing for e& pl e af buying F.W. Woolworth Co. of New York for $1.13billion cash, planned two in- . lo appeal the decision... In denying Brascan and its U.S, subsidiary companies the injunctive relief they sought against Edper, Leval took note of a ruling. In another case, stressing the need for caution in cases involving —stock-manipula- tion allegations when the In- junctive process is sought as vehicles for management to thwart events that may be in the true interests of the stockholders. In a 6i-page opinion that was far-reaching in scope, Leval concluded: “Without expresaing any opinion ... on the desirability of the Woolworth acquisition for Brascan, I am strongly of the view that. Brascan's shareholders should nat be precluded by management from expressing themselves on so important a question." Since Edper holds a 30- percent position in Brascan, Leval said he hoped the Ontario Securities Com- mission would reverse itself and = allow such 4a shareholders’ meeting. - He said that when Brascan went to court and got its one- sided temporary restraining order, which now is virtually dissolved, it deprived the 90- New oil find not one of largest yet | CALGARY (CP) — A re- ported 600-million barrel oil find at Norman Wells in the Mackenzie Valley area of the Northwest Territories is not new, but development work on the pool is going on, Jack Underhill, external affairs mnanager for Esso Resources Canada Ltd., sald Sunday. “We haven't made a new discovery,” said Underhill. “What we've done is drill to confirm the existence of the oil pool under the Mackenzie River.” Areport said the discovery by Imperial Oi! Ltd. was one of the largest finds in Canada in a deeade and could amount to 10 per cent of Canada's conventional crude . oil reserves, The report said Imperial has completed a study to determine the viability of a pipeline to carry the oil to southern markets. Underhill said in an en- terview the oil pool was first discovered in 1920, But, because most of the pool is under the Mackenzie River, recovery is difficult, Last winter, Imperial drilled three wells frem ‘ce islands in the river to con- Good year HALIFAX (CP) — Nova Scotla apple growers, having had their best year in a decade, are looking for another recordbreaking season this summer. The $12-milllon Nova Scotla apple Industry is a major contributor to the economy in the province and Dale ‘McFween, sales Manhager at Scotia.Gold Co-- Operative in Kentville, N.S.., the province’s largest fruit exporter, says he expects output to be better than last year's 2.5 million bushels. He said in an interview the appearance of the blossoms is good but: damp, rainy weather experienced during the past week will hinder growth. McFween says the Canadian output in the global market has ranged from a high of 16 per cent in Economy causes problems NORTH VANCOUVER (CP) — A Vancouver lawyer says firms that attempt to save fees by handling their own incorporation can run into problems. George Piggott told the an- nual meeting of the British Columbia Chamber of Commerce Saturday that some persons are using a $10 do-it-yourself book to in- corporate their businesses, thereby hoping to save fees charged by lawyers and chartered accountants. However, the economy move causes more problems than it solves, he sald, because such things as the filing of annual reports, tax records and other required documentation are often overlooked. Piggott also sald he thinks the lawyer-client relation- ship In small business ia not as good as it should be. firm the geological structure and size of the pool.” “We confirmed that the oilproducing reef does exiat under the river and we are now doing studies which might lead to eventual utilization of that oil pool.” A small refinery at Nor- man Wells produces about 3,000 barrels a day of ail from the pool’s crude. In the early 1940's a pipeline was built to Whitehorse and a number of development wells were drilled into the mainiand portion of the pool, . Underhill said Imperial applied to the National Energy Board this year to add a secondary recovery. system which would use a water injectlon process to improve the efficiency of the refinery. “The reason for putting it in is to improve the recovery for the long-term needs: of that small refinery.” Underhill denied suggestions that a pipeline to ‘carry the oil south was currently being considered. Imperial has held leases to the oll pool jointly with the federal government since 1944, Underhill said. for apples 1987, toa low of nine per cent in 1972, : The predominant market has been the United Kingdom, but demand in the Caribbean, Iceland, and New Zealand has increased in the last few years. As with other Canadian ex- ports, the drop in value of the Canadian dollar has brought better returns for producers, — but working against that were European Common Market taxes that have taken a heavy toll on export possibilities, “We lost our competitive position relative to the countries inside the market,” said McF ween. To offset European taxes and to spur development in the industry, the provincial government has offered a number of incentives to apple growers. One program, a $2-a-tree planting subsidy, en- courages develapment of new varities and planting densities. While 40,000 new apple trees are planted each year another 10,-000 old or diseased trees are cut down. The industry is also ‘ gearlng up to increase’ its output to four million bushels & year, David Robinson, an. economist for the provincial agriculture department, said in an Interview. The federal agricultural. research station in Kentville, N.S., has been increasing its research in the apple in- dustry each year. One of . those involved, Dr. A. David Crowe, has been working on a new strain of the MacIn- tosh apple which will be resistant to apple seabs. | Crowe says more research will be conducted in future, ‘ especially in green apple straina which yield the high juice content the Industry wants, ~ About 45 per cent of this province's annual apple production is used in processing, while a smaller amount is exported ta foreign consumers, and the rest is sold for domestic lable use. percent shareholders of the exercise of their rights. ° Edper was of its inveatment. Leval said that a principle purpose in Edper’s in-’ “ereaaing its holdings on April30, when if purchased 3.1million shares, was to be , “on the American exchange management to call a. able ‘to oblige Brascan's stockholders' meeting to vote on the Woolworth tender offer — $35 U.S, a share for some 21 million shares. “(Brascan) management had not only refused Edper’s earlier request for -a shareholders’ meeting, but had gone further and post. - poned the previously scheduled annual meeting (to late June). .., "Hf, after the lifting of this restraining order, Edper ..,- proceeds to make its demand for a shareholders’ meeting, T would think it incumbent on management not to-oppose,. obstruct or delay the con- vening of such a meeting.” In his findings, Leval de- stroyed almost Brascan’s legal case ‘in- cluding the allegation that Edper's buying of.so0 many - Brascan shares in New York was in effect a tender offer for control. ; seriously: damaged by it at great cost - all of. of the transaction did not- Desay we Leval noted that Brascan is a foreign issuer whose shares are not Isted on any national securitles_exchange in the United States although listed on Canadian ex- changes, : Leval said that since: - Brascan shares are admitted to unlisted trading privileges and are foreign, they are exempt from U.S. laws requiring registration. and issuance of statements, ’ - In bis opinion, Leval said there is.no clear definition of what constitutes a tender offer and Congress was vague when it legislated new ee for such transactions in Edper'a conduct did. not constitute a tender offer within the meaning of the 1968 law, he said. Edper did not engage in widespread solicitation of stockholders, as Brascan claimed. "Indeed, it scrupulously avoided any solicitation upon the advice of its lawyers. Its purchasing was not con- tingent on a fixed number of sharss being offered, “It did not put out an offer ata fixed price and the form PU teh ak Weel Ratha ah Pay aE provide for .tenders by selling shareholders to: be held for some period of time by the. purchaser or a deposilary, as is customery in tender offers."* What Edper did was to buy & large amount of stock in the open market, bidding cautiously to avoid bidding up the price of the stock to excessive levels unless there was large volume available at such prices. . “This is not a tender offer, even if a large volume of stock is accumulated in such . fashion,” Laval said, In only one instance did . Leval find that Edper had violated. U.S. law when it gave, through contacts with the news. media, a “misleading impreasion that it had completed its Brasean purchases on the New York market after trading ended Aprilso prilso, The next day, May1, Edper was back on the American “Stock Exchange, purchasing more than three million shares, : . Leval, however, said that “given the innocent nature of the misleading," it could easily be corrected now by Edper issuing a new public statement. Edper agreed to produce. one. ; Edper’s chief U.S. lawyer, Raymond Falls, worked on a statement late Friday after Leval delivered his decision, Later, all-parties: consulted in private ‘in the judge's - chambers on the language of the statement. . With ‘ita acceptance and would dissolve the- tem- porary injunction that prevented -Edper. ‘from - vating or trading its Brascan stock, eo TE The transcript of his opinion was made available | during the weekend. ‘Leval made. \his ruling from the bench because he sald he wanted it known before the: three-day U.S. Memorial Holiday weekend, | [ when the courts and the U.S. stock exchanges are.closed, 80.- that Brascan could - prepare its appeal, ut the ranadian Block ex: anges will be open, giving Edper. another’ chance to ‘purchase’ more Brascan shares; - Shocked’ by ‘decision, “Brascan counsel Roy .Reardon tried us- ‘successfully to have the temporary restraining order extended through Tuesday, : allowing tlme for appeal. Leval refused, ‘Leval's. ie saying ' Edper ‘had been damaged encugh ‘already and as a major shareholder | of Brasean had a right to calla shareholders’ meeting. “Before Edpar can resume buying, it must make a” - public -atatement," Leval public release, Leval said he - : "In ail other respects, the tem tary restraining order ia ved." : ‘Edper . Equities,;" a Canadian ‘corporation, wa ‘formed by Edper In- vestments Ltd. in late March for the purpose of acquiting affective control of Brascan. Edper Equities is ‘two- thirds owned by Edper In- vestments, the investment arm of Edward and Peter ‘Bronfman. Patino N.V., a Netherlands-based mining holding concern, holds the other one-third interest,” , . MR. FIX-IT . APPLIANCE REPAIRS 3781 Paquette St. Terzace, B.C. 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