Lilly Wants to Double Shares, Just In Case Takeover Bid Arises
February 5, 1998
Dow Jones Newswires
Eli Lilly & Co. asked shareholders to approve an increase in the authorized number of its common shares to 3.2 billion from 1.6 billion, according to a filing Thursday with the Securities and Exchange Commission.
The company said it has no immediate plans for the common stock. However, it could use the additional shares to try to avert a hostile takeover effort by countering the bid or by selling them to dilute the bidder's voting power, the filing said.
The board of Eli Lilly doesn't know of any effort to gain control of the company or accumulate its shares, according to the filing. However, merger discussions between SmithKline Beecham PLC and Glaxo Wellcome PLC have sparked speculation that a new wave of consolidation would move through the pharmaceutical industry.
Eli Lilly is considered a likely takeover candidate in any industry consolidation because it is one of the smaller of the major drug makers, industry watchers have said.
In the filing, the company's board said it is seeking the increase in authorized shares in part because a 2-for-1 stock split last October significantly reduced shares on hand. Companies often seek an increase in the number of authorized shares to gain increased flexibility in completing such transactions as stock splits.
Also in the filing, the company reported Chairman and Chief Executive Randall Tobias earned $2.7 million in salary, bonus and other annual compensation last year, up nearly 13% from the $2.4 million he earned in 1996.
Mr. Tobias also received options to purchase 225,000 shares at $64.06 a share valued at $3.5 million, according to the filing. In all, Mr. Tobias has exercisable options to purchase 1.2 million shares valued at $68.5 million and unexercisable options to buy 1.125 million shares valued at about $39.8 million, the filing said.
Sidney Taurel, Lilly's president and chief operating officer, saw his salary, bonus and other annual compensation rise nearly 12% to $1.67 million from $1.49 million. He received options to purchase 125,000 shares at $64.06 a share valued at nearly $1.95 million, according to the filing.
In all, Mr. Taurel has exercisable options to purchase 788,800 shares valued at $43.6 million and unexercisable options to buy 575,000 shares valued at nearly $20 million, according to the filing. |