GAF Chairman Gets Approval For Buy-Out --- Outside Directors Endorse Bid Totaling $1.47 Billion To End 13-Month Effort
WAYNE, N.J. -- GAF Corp. said its independent directors endorsed an increased, $53-a-share cash and debt offer by Samuel Heyman, GAF chairman, to take the company private.</br></br>Mr. Heyman's bid, $2 a share more than his most recent offer and valued at a total of $1.47 billion, caps a 13-month-long effort to get GAF's outside directors to agree to a buy-out.</br></br>Mr. Heyman, who won control of the specialty chemical and building material concern in a bitter proxy fight in 1983, will still need the approval of a majority of shareholders. Analysts said they doubted that would pose a problem.</br></br>Mr. Heyman owns 10% of GAF's 27.8 million shares, and institutions own slightly more than 40%. A shareholder meeting will be scheduled when the Securities and Exchange Commission completes its review of GAF's proxy materials. The review is expected to be completed soon.</br></br>Terms of the offer call for holders to receive $46 in cash and junior subordinated debentures intended to have a value of at least $7 a share.