Monday, Apr. 04, 1955

Near the Bell

As the showdown neared in his fight with Louis Wolfson for control of Montgomery Ward, Sewell Avery threw in his shock troops last week. Two thousand employees called on Ward stockholders, asked them to support the boss. Claimed the company: in some areas just under 90% of the stockholders backed Avery.

So far, reported Ward, the battle is going Ward's way. The first 30,000 proxy returns looked "very satisfactory" to the company, but it would not reveal how many votes these proxies represented. Still to be heard from are the institutions and corporations that control roughly half of the 6,502,378 shares outstanding.

In Manhattan Edmund A. Krider, Ward's 43-year-old president, charged that Wolfson is hoping to rescue several of his own companies by taking over the mailorder house and forcing it to buy from Wolfson-run enterprises. Krider assailed Wolfson and his associates for taking 166,975 low-priced shares from one firm that they controlled (New York Ship: building) and trading them on an even basis for higher-priced shares in another Wolfson-run company, the construction firm of Merritt-Chapman & Scott. The deal, said Krider, netted them over $2,000,000. A reporter wanted to know what was the matter with that. Replied Krider: "It's a question of business ethics. At Montgomery Ward it never would have been permitted."

Beating Krider into town by a day, Wolfson gave a new set of supporters, inluding Restaurateur Toots Shor, Jack Dempsey and Joe and Dom DiMaggio, a glowing report on the earnings and divi-lend records of his companies. Wolfson aid that he would propose a three-for-one tock split and a 40-c- quarterly dividend hat would bring stockholders $1.80 more han the present $3 rate. An uproar started when Lewis Gilbert, perennial heckler at many a stockholder meeting, jumped up shouting to be heard. Gilbert wanted o know how Wolfson could tell the press ast October that he controlled some 500,000 shares, when he claimed only 294,285 shares in his proxy statement. The SEC, replied Wolfson, would not let him list the additional shares unless he was willing .0 identify the shareholders. He was not willing to do this, but, said Wolfson. the figure is now more than 1,000,000.

At week's end both sides professed to be sure of victory. Wolfson, knowing his chance to gain control this year depends on being able to replace a majority of the directors, persuaded Cook County Circuit Court to declare that Ward's election system, under which only three of the nine directors are elected each year, was unconstitutional. Avery appealed, and last week the Illinois Supreme Court began hearing the case, announced that it would issue a ruling before the April 22 meeting.

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