Takeover Bid

Martek Biosciences Corp., the Columbia company developing nutritional products from microalgae, adopted a "poison pill" plan yesterday to protect the company from hostile takeovers.Steve Dubin, Martek's chief financial officer, said the company is not a target of a hostile takeover and does not know of any potential takeover bid. The plan was adopted by Martek's board of directors, he said, so shareholders "would understand the long-term value of the company" and to protect them should a takeover attempt ever occur.

Three weeks after signing a letter of intent to be acquired by First Mariner Bancorp, Annapolis Bancshares Inc. yesterday rejected a hefty $17.7 million offer and abruptly ended negotiations.The news sent the stock price of the Annapolis-based bank skidding 16.3 percent to $18, off $3.50.John W. Marhefka Jr., Annapolis Bancshares' president and chief executive, said officials from the banks couldn't come to terms on the final agreement."There are large issues, there are small issues," Mr. Marhefka said.

Cosmetic Center Inc., the Savage-based makeup and hair-care superstore chain, received and instantly rejected yesterday a surprise offer of $54.6 million from Miami-based Perfumania Inc.The offer touched off a day-long flurry of executive meetings at Cosmetic Center's headquarters and caught the analysts who cover the 71-store chain totally off guard."

In their first face-to-face conversation since IBM began its hostile takeover bid for Lotus Development Corp., the heads of the two companies met yesterday in New York City, according to an executive familiar with the meeting.While the meeting was described as merely exploratory on the part of Lotus' chairman and chief executive, Jim P. Manzi, it is expected to continue today and is the first indication that Lotus is at least willing to hear IBM's case for acquiring the software company through a $60-a-share tender offer.

DETROIT -- Chrysler Corp. is considering buying back more stock and raising its annual dividend to increase shareholder value, which some investors and analysts said will forestall Kirk Kerkorian's $20.51 billion takeover bid for the company."

Fairchild Corp. in Chantilly, Va., announced yesterday it has received an unsolicited takeover offer from Mountleigh Group PLC to purchase all of the company's Class A and B common share for $10.25 a share in cash and $4 a share in preferred stock either issued or guaranteed by the London-based company.Fairchild, a leading supplier of aerospace and industrial products, said terms of the preferred stock acquisition were not provided.The proposal is subject to a mutually acceptable merger agreement, and the proposed terms might be improved slightly, Fairchild said.

U.S. District Judge Frederic N. Smalkin in Baltimore has dismissed a suit by American Telephone and Telegraph Co. that aimed to bar NCR Corp. from pursuing litigation to prevent a hostile takeover by the communications company.Smalkin ruled yesterday that his court does not have jurisdiction in the suit, filed here last Wednesday, because AT&T has not actually sought or obtained enough proxies from NCR stockholders to start a proxy fight over the proposed takeover.Proxy acquisition by AT&T could result in another request for the court to consider legal issues involving the Maryland Business Combination Act and the state's Control Shares Act, two 1989 antitakeover laws.

American Telephone and Telegraph Co. lost the first legal skirmish yesterday in its hostile takeover bid for NCR Corp., but experts on Maryland's anti-takeover laws say more battles may be forming over the issue in the courts.Judge Frederic N. Smalkin dismissed yesterday a lawsuit brought by AT&T against NCR last week in U.S. District Court here. The suit challenged NCR's attempt to use Maryland takeover laws to prevent the acquisition, but Judge Smalkin said his court lacked jurisdiction.

A federal judge in Baltimore today dismissed a suit by American Telephone and Telegraph Co. that aimed to bar NCR Corp. from pursuing litigation to prevent a hostile takeover by the communications company.Judge Frederic N. Smalkin ruled that his court does not have jurisdiction in the suit, filed last Wednesday in U.S. District Court in Baltimore, because AT&T has not actually sought or obtained proxies from NCR stockholders.Proxy acquisition by AT&T could force the court to consider legal issues involving the Maryland Business Combination Act and the state's Control Shares Act, two anti-takeover measures enacted by the General Assembly in 1989.

American Telephone and Telegraph Co. today asked a federal judge in Baltimore to restrain NCR Corp. from pursuing a federal suit in Columbus, Ohio in an effort to block a $6.1 billion hostile takeover bid by AT&T.AT&T's motion for a temporary restraining order, or TRO, said the U.S. District Court here is "the appropriate forum" for adjudication of claims by both sides.AT&T filed suit here Wednesday and in Columbus, Ohio, yesterday to block NCR from halting the takeover attempt. But NCR filed suit in Columbus yesterday seeking court approval of its shareholders' rights plan.