NL Industries fights takeover bid Embattled NL Industries has taken several steps to strengthen its defenses against an unwelcome takeover bid by a group led by Dallas financier Harold C. Simmons. Simmons, who with others owns 18% of NL common stock, offered this month to buy the entire company for about $750 million, or to purchase its profitable chemical division, NL Chemicals. NL's board rejected Simmons' $15-per-share offer as inadequate, asserting that the inherent value of NL's component businesses is greater than the offered price and that now is not the time to maximize stockholder values. In addition, the board terminated a self-tender offer, launched in April to repulse hostile suitor Coniston Partners, in which NL was offering to buy back some 7.5 million shares for $15.25 to $16 each. The termination is believed to reflect NL's desire to keep cash available for defensive purposes. NL also filed a registration state-
inent with the Securities & Exchange Commission for an offering of about 18% of the common stock of NL Chemicals, currently owned 100% by NL Industries. The company says it would use the proceeds to strengthen its financial position. In addition, the company sued Simmons and Coniston Partners, charging that Coniston violated a standstill agreement by selling some of its holdings to Simmons. NL's board rejected Simmons' request that it redeem its "poison p i l l " antitakeover rights, which would give shareholders the right to buy $100 worth of NL stock for $50. The rights would be traded and would not be redeemable once a bidder acquires 20% of NL common stock. NL also announced that because of the slump in the petroleum service industry, a key NL market, it would write down the value of some related assets almost $248 million in the second quarter. D
Thomas seeks help in meeting ozone standard Environmental Protection Agency Administrator Lee M. Thomas is stepping up efforts to bring into compliance some 70 areas of the U.S. not meeting the federal healthbased ozone standard. But, Thomas admits, some 25 to 35 areas will not meet the Dec. 31, 1987, compliance deadline mandated by the Clean Air Act even if they make herculean efforts. He has asked Congress and state and local officials for guidance on taming the ozone problem after 1987. Thomas calls attainment of the 0.12-ppm ozone standard "the real public policy dilemma in the environmental area for the next couple of years. Difficult choices have to be made at the local, state, and national levels to meet the healthbased standard/' Ozone, a key component of smog, is formed when hydrocarbons like gasoline react with nitrogen oxides in sunlight at high temperatures. New health studies show that the 0.12-ppm standard offers little mar-
gin of safety even for individuals with no respiratory problems. One of every three Americans is exposed to ozone levels above the standard, especially in the summertime. High ozone levels also damage important crops, cause severe damage to some trees in the West, and are
Thomas: real public policy dilemma
implicated in forest decline in the East. Thomas, working within existing law, is likely to establish a fourpronged strategy to address ozone problems. Existing national regulations are likely to be monitored and enforced stringently, and new federal measures are expected to be written. In addition, states probably will be required to attain the ozone standard within a three-year period, or, in the worst cases, show sustained progress toward attainment. Thomas says he will not impose sanctions—bans on new construction or withdrawal of highway construction grants—if a state or locality "is working hard to implement an attainment plan." A national regulation to control gasoline vapors escaping from vehicles or from refueling pumps "is a likely candidate" as a new federal effort, Thomas says. Also being considered is a rule to control volatile solvents in paints and varnishes. Most of the major sources of ozone pollution are already being controlled. Gasoline vapors contribute only "5 to 10% to the whole ozone problem/' EPA spokesman Christian Rice says. "It's peanuts," he admits, "but the biggest remaining peanut left. It's the single largest remaining source that we can deal with." Indeed, Thomas says additional controls would have to be placed on many smaller emission sources that play major roles in daily life. "The cost is bound to go up since the cheapest, most obvious targets have already been regulated," he notes. For those areas with severe ozone problems—California, the Northeast, the Texas Gulf Coast, and Chicago—draconian measures would have to be taken to meet the standard. Those could include major reductions in automobile use, bans on reactive agents in consumer products, and installation of state-of-theart controls on nearly all industrial and commercial sources of volatile organic compounds. Such extreme measures, Thomas says, would trigger a "backlash [that] would delay progress rather than advance it." He believes his proposed four-part strategy, a "reasonable progress approach," is more workable. D June 30, 1986 C&EN
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