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Trustees reject offer to sell Times

Published Oct. 16, 2005

The trustees of the Poynter Institute for Media Studies, which holds the controlling interest in the St. Petersburg Times, on Friday rejected an offer by an investor group to purchase the newspaper and its affiliates. The trustees voted unanimously against the $270-million offer by the investor group, which includes Texas billionaire Robert Bass.

Central to the vote, the trustees said, was consideration of the Poynter Institute's role, both as a journalism school and a newspaper owner. The trustees considered not only money but also "matters of principle," said Talbot "Sandy" D'Alemberte, special counsel for the institute.

Trevor R. Brown, dean of Indiana University's School of Journalism and an institute trustee, made the motion to reject the Bass offer.

The motion was seconded by Marion K. Poynter, widow of the institute's founder, who said in a prepared statement, "It was our duty to study this offer seriously. But there is no duty to accept such an offer solely because it is written in large numbers."

Said Andrew E. Barnes, chairman of the boards of trustees and Times Publishing: "The institute's ownership interest in the Times is not for sale. The trustees carefully considered the institute's educational purpose and concluded it was better to own a newspaper than a stack of Treasury bills."

In late January, the Bass group, formally known as the Poynter-Jamison Ventures Limited Partnership, offered $270-million for stock in Times Holding Co., which is held by the Poynter Institute and controls the majority of Times Publishing Co. stock. Marion Poynter owns a minority of Times Holding.

The Bass group bought its minority stake in Times Publishing in 1988, purchasing 40 percent of the voting-class stock, or 5.7 percent of all Times Publishing stock, from two nieces of the late Nelson Poynter.

Poynter, who died in 1978, founded the Poynter Institute and gave it the majority of stock in Times Publishing, which publishes the St. Petersburg Times, Congressional Quarterly and several magazines. The arrangement, in creating a holding company controlled by the institute, assured local and independent ownership of the newspaper.

It also provided funding for the Poynter Institute, a national journalism education center; most of the dividends from Times Publishing stock are paid to the institute.

The Poynter Institute got $3.7-million in dividends last year. Most of its Times Publishing Co. stock could be recalled by the company, if it chose to, for $318,000.

The Bass investment group contends that the distribution of dividends is unfair to the minority shareholders. The Bass group wants Times Publishing to buy back the Poynter stock, a move that would dramatically increase the minority shareholders' dividends.

"Our offer to buy the institute's stock in Times Holding came only after 18 months of fruitless efforts to negotiate an end to the inequitable and illegal treatment of minority shareholders," said David Bonderman, a member of the Bass group, in a prepared statement Friday.

Friday's action by the Poynter trustees means the institute has formally declined the Bass offer. Said Bonderman: "In light of previous statements by Mr. Barnes and his unique capacity to make decisions for both Times Publishing and the institute, this announcement is not unexpected."

The issue of the stock dividends remains unsettled, Bonderman said, "and we will, of course, continue to pursue its resolution by whatever means are available to us."

Last week, the Bass group filed a lawsuit against Times Publishing, Times Holding and the Poynter Institute, seeking $5.5-million in dividend payments and a recall of the nonvoting Times Publishing stock.

In her statement, Mrs. Poynter said that the trustees of the Poynter Institute "have made the only decision that could have been made, given the standards of stewardship laid down by Nelson Poynter.

"Nelson spent the better part of a lifetime assembling defenses against such assaults as these," she said. "Just because the attacks have become more sophisticated and the weapons gold-plated, there is no reason to give up the battle for independence, integrity and commitment to the larger community. ... Fortunately, there are enough people still who are able to read what comes between the top and bottom lines."