	talking point borg warner corp bor borg warner corp will vigorously resist gaf corp s dlr per share takeover offer but the midwest conglomerate may fall prey to another offer either from gaf or its own management analysts believe analysts also said borg warner may attempt to escape gaf through a restructuring the speculation pushed borg warner s stock up to in heavy trading analysts predicted feisty gaf chairman samuel heyman will stage a tough campaign to gain control of borg warner so he can add its profitable plastics and chemical business to gaf it seems from at least their dealing with raider irwin jacobs that they don t want to be taken over the question is now do they uiesce to gaf i think instinctively they want to remain independent said dudley heer of duff and phelps borg warner has been under siege by takeover speculation for almost a year last week jacobs investment vehicle minstar inc and an investor group sold its mln borg warner shares the same day gaf corp raised its stake by mln shares to pct of the outstanding jacobs was interested in buying the company but took no steps toward a transaction their borg warner policy has been to stonewall them for the last nine months it s been one of the dullest corporate battles i ve seen said one analyst the battle however has heated up and the range of breakup values on wall street span from the current market price to almost dlrs per share most analysts said they think a price in the low s would be appropriate arbitragers speculate that gaf will not give up easily on its billion dlr offer to buy the balance of borg warner analysts who know gaf predict heyman will either end up with borg warner or enrich his chemicals and building materials company in some other way heyman two years ago attempted an unsuccessful takeover of union carbide corp but gaf benefited from that company s restructuring borg warner can t quibble that it s not a legitimate offer it seems to me the short of it is borg warner is kind of between a rock and a hard place they either have to accept a dlr proposal or perhaps work a deal where it s sweetened i personally think the company is worth around dlrs per share said pershing analyst richard henderson henderson also speculated the company might attempt a restructuring such as the one carried out by goodyear tire and rubber co last year when it was being courted by sir james goldsmith the company bought back the financier s stock and carried out a wider share repurchase arbitragers however said they do not believe heyman is seeking greenmail or the repurchase of his stock by the company at a premium analysts noted that heyman seems to have no problems with financing the transaction previously associated with junk bond experts drexel burnham lambert inc gaf said it would finance its borg warner takeover with bank financing gaf said it would make a tender offer following a merger agreement approved by the borg warner board and conditioned on the board s recommendation of the tender offer and merger heyman said in a letter to borg warner that he expects a merger would provide job security for borg warner employees since the two companies businesses overlap analysts however believe heyman would sell off assets he did not want to repay debt from the transaction gaf s stock rose today to i believe obviously if gaf takes over borg warner at the level it is proposing it would enhance gaf share values substantially said oppenheimer analyst charles rose he said at dlrs per share heyman s average cost for the company s stock would be dlrs per share based on gaf s current holdings rose said the borg warner plastics and chemical business which makes thermo plastics is the asset attracting heyman analysts said it accounts for a third of borg s earnings the plastics are used in telephone equipment office equipment and appliances borg has half the market in the u s and is the leading technical player and the leading innovator rose said its competitors are dow chemical co dow and monsanto corp mtc he said borg warner also has an automotive parts business and a protective systems business which includes wells fargo security guards it also has an information services business and is trying to sell its financial services business borg warner earned mln dlrs or dlrs per share on revenues of billion dlrs in smaller gaf in earned on an operating basis mln dlrs or dlrs per share on sales of mln dlrs gaf s net earnings included an after tax gain of mln from its participation in a union carbide exchange offer a special union carbide dividend and the sale of its union carbide shares reuter 
