Mystery of 2nd MCA Proxy Solved

MCA has been braced for a challenge since mid-February, when New York real estate magnate Donald J. Trump notified the Los Angeles entertainment company that he might acquire up to 24.5% of its shares.

So far, Trump hasn’t done much, even though he cleared federal antitrust hurdles in early March to proceed with stock purchases. No public evidence has surfaced that he has increased his stake above 5%.

But speculation mounted when a preliminary proxy was filed late last month at the Securities and Exchange Commission. The identity of the filing party couldn’t be learned. MCA’s proxy had already been cleared through the regulatory agency and mailed to shareholders for the annual meeting set for May 3 in Chicago.

The mystery was solved Thursday by Edward J. Durkin, director of special programs for the United Brotherhood of Carpenters & Joiners of America, who said the latest proxy solicitation will come from a carpenters’ pension fund.

As owner of about 5,000 MCA shares, the Baltimore and Vicinity District Council of Carpenters’ Pension Fund has already placed a proposal on MCA’s proxy.

It asks shareholders to urge the board of directors “to immediately redeem, or otherwise terminate, the shareholder ‘rights agreement’ adopted by the board on July 15, 1987.”

Durkin said the pension fund is simply “going to do a solicitation in support” of its proposal to overturn the shareholder rights plan, which has a “poison-pill” component that would go into effect if anyone other than MCA Chairman Lew R. Wasserman acquires more than 10% of the company’s shares.

(Wasserman owns 7.1% of the company’s stock, but has a vote in various trusts that raises his control to about 15.5%.)

Durkin said the carpenter union’s proxy may be completed as early as today or early next week, and will be targeted at institutional shareholders.