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appears that Whittaker coveted Sherwood Medical Industries, Inc.
(Sherwood), a Brunswick subsidiary, and that Whittaker intended
to sell Brunswick's remaining businesses if its takeover attempt
were successful. Brunswick determined that the Whittaker tender
offer was unfair to Brunswick's shareholders and successfully
defeated the takeover attempt by selling Sherwood to American
Home Products, Inc.
During the period 1982 to 1983, Gulf & Western Industries,
Inc. (Gulf & Western), accumulated up to 21 percent of
Brunswick's stock and threatened a takeover. The Gulf & Western
takeover threat abated when Gulf & Western's chief executive
officer died unexpectedly in February 1983.
During the 1980s, Brunswick took the following steps to
deter a hostile takeover: (1) Revised several of its
compensation-related programs in order to protect the interests
of its employees; (2) amended its charter to (a) provide for
staggered elections of directors, (b) restrict actions by
stockholders outside of stockholder meetings, and (c) increase
the number of authorized shares of Brunswick common stock from 40
million to 100 million shares; (3) amended the company's salaried
pension plans to protect against the use of Brunswick's excess
pension funds to finance a hostile takeover of the company; (4)
adopted a Preferred Share Purchase Rights Plan or poison pill;
and (5) amended its deferred compensation arrangements to provide
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