In fearsome fight for power those leviathans did swirl

Gentlewomen and gentlemen: We now come to the final act in our comedy/tragedy. It is a tale sadly to be told.

As you may recall, Bendix entered the fray stalwart and flush with cash. Marietta was proclaiming itself a kingdom free; it would not become anyone's vassal; and it seemed that only the opportune judgments of the courts would tell us who would emerge honest and free.

But seas do surge against the bulkheads and corporations do float upon the storm-tossed waves. Bendix now finds itself a vassal chained to its ally Allied; Marietta, poor Marietta, remains free. But, alas, it owes its soul to the money lenders. And bloodthirsty United Technologies returns to its kingdom in Hartford unsated. Only kindly old Allied plays a tune: For it has Bendix and fearless Agee by its side.

So we take our leave and hope that when rosy-fingered dawn appears at Broad and Wall, the events of recent history will prove to be of more substance than dust and alliances so named remain.


Both individual and institutional investors profited from the Martin Marietta-Bendix takeover battle. In the case of Marietta, some 45.3 percent of the stock was held by institutions. This is considered high. According to Spero Kirpotos, executive vice-president of Computer Directions Advisors Inc., a Silver Spring, Md., firm that keeps track of institutional stock holdings, the average institutional ownership of a New York Stock Exchange-listed company is about 35 percent. But not so for Bendix: Institutions held only 24 percent of the stock. Since the employees owned 24 percent, the remaining 52 percent was held by individuals.

The institutional shareholder with the most shares of Martin Marietta was the Equitable Life Assurance Society of the United States, with 1,141,500. According to Donald R. Kurtz, executive vice-president for security operations, the Equitable had invested in Marietta over a year ago when the stock was depressed, since ''we felt it was a very well-run company with good assets and a basically good business.'' Mr. Kurtz says Equitable either sold the Marietta shares on the open market or tendered them to Bendix.

A big Bendix buyer, the Aetna Life & Casualty Company (180,100 shares), said it was attracted by the low valuation of Bendix stock and the high cash position held by the company. ''Bill Agee [Bendix's chairman] has had a history of handling the company's business adroitly,'' commented Ralph Tate, vice-president and portfolio manager at Aetna. For example, Mr. Agee held cash when that was attractive and sold off his interest in Asarco, the big mining company, when metals prices were higher.

Aetna also had a smaller position in Martin Marietta, Mr. Tate says. But he says that because of the ''vehemence'' of Marietta against the takeover, Aetna sold its holdings on the open market rather than tender them. It tendered its Bendix holdings to Marietta, however.

Another major buyer of Martin Marietta was T. Rowe Price. According to James Kennedy, a portfolio manager for the Baltimore-based mutual fund company, T. Rowe Price tendered its 400,000 shares to Bendix. ''We bought Marietta,'' Mr. Kennedy said, ''since we had faith in the company and its earnings potential. It seemed like a good company with solid management.''

Not all the institutions have tendered their shares or sold them on the open market. Richard Hall, vice-president of securities research at Scudder, Stevens & Clark - which owned 422,668 shares of Marietta - said the Boston-based investment manager has held on to most of its shares ''waiting to see what happens next.'' ''It's very confusing,'' he notes.

Even though Scudder thinks Marietta is basically ''a good strong company,'' Mr. Hall says the changes in Marietta's finances since the takeover are among the factors it will consider when deciding whether or not to sell the shares. Scudder had not invested in Bendix, he said, since it was seen as more of an auto supplier than an electronics and aerospace company.

Despite the fact that Equitable made money on the takeover bid, Mr. Kurtz says he feels the whole takeover battle put business in a bad light. ''This is something I hope would not happen again,'' he commented, adding, ''Business has to be more careful to present itself more carefully than it has. Business, in general, will have to work very hard to repair any damage to the trust placed in business institutions.''

Institutional holdings in Bendix and Martin Marietta (As of June 30, 1982) Owners of Bendix stock No. of shares Du Pont Pension Fund 315,000 Delaware Management 312,200 Chase Manhattan Bank 210,781 Morgan Stanley 194,174 Prudential Insurance 187,500 Aetna Life & Casualty 180,100 Bankers Trust 170,391 Rhode Island Hospital Trust 149,517 Crocker National Bank 142,858 Batterymarch Financial 111,933 Owners of Martin Marietta stock No. of shares Equitable Life Assurance 1,145,500 C G Investment Management 1,034,600 College Retirement Equities 900,000 Kemper Financial Services 866,100 Bankers Life Company 820,887 California Public Employees 697,700 Pioneering Management Corporation 598,124 J. W. Seligman & Co. 525,000 Scudder Stevens & Clark 422,668 Pittsburgh National Bank 389,672

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