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LOBBYISTS CASH IN ON TAKEOVERS The names and fees are big as raiders and their targets seek to get government in or out of the merger game.
By - Ann Reilly

(FORTUNE Magazine) – WASHINGTON has become the permanent front in corporate America's takeover wars. As Unocal and Mesa Petroleum Chairman T. Boone Pickens Jr., CBS and TV entrepreneur Ted Turner, and other opposing forces sign on eminent mercenaries to fight their legal, legislative, and regulatory battles at hefty fees, a clear winner is emerging at last: Washington's lobbyists. Says Anne Wexler, a former public liaison aide to President Carter who is working Capitol Hill on behalf of Turner's brash bid for CBS: ''Every lobbying firm in town has a piece of the takeover action.'' The hottest battle centers on Pickens's bid for Unocal. To fight off Pickens, Unocal has enlisted a battery of high-priced Washington talent, including former Senate Majority Leader Howard Baker Jr. and former Assistant Secretary of the Treasury for Tax Policy John Chapoton, both now with the Texas-based law firm of Vinson & Elkins. Also working for Unocal: Nicholas F. Brady, chairman of the Dillon Read investment banking firm and a close friend of Vice President Bush; veteran business lobbyist Charls Walker; and the public relations firm of Hill & Knowlton. For his part, Pickens has turned to Democratic political strategist Robert Strauss's Texas-based law firm Akin Gump. Six major Wall Street firms that profit handsomely from the takeover wars, including junk-bond specialist Drexel Burnham Lambert, are also fighting to keep Congress from making drastic changes in takeover rules. They have hired lobbyist William Timmons, former aide to Presidents Nixon, Ford, and Reagan. How much money is being bandied about in all this, no one will say with any precision. But in general, any Washington lobbyist who can't command at least $200 an hour isn't in the top ranks of the profession. For their money, the top strategists battle on many fronts. Unocal's counteroffensive began with lawsuits charging Pickens with violations of the antitrust and securities laws. The company lost a preliminary ruling in the first suit, but won an early round in the second. Then Unocal filed a petition with the Federal Reserve Board contending that at least $1.8 billion in so-called junk bonds -- those below-investment-grade securities that Pickens proposed to sell to finance his Unocal takeover -- should be subject to the Fed's margin rules, which limit borrowings for stock purchases to half the value of the stock. If the Fed agrees, the Pickens investor group would be forced to ante up at least another $500 million in equity, making the deal significantly more expensive for the raiders and tougher to pull off. Even more ingenious has been Unocal's congressional campaign to trash junk bonds. Few junk bonds actually get issued in hostile takeovers -- in most cases, managements buy off the raider or find a white knight (FORTUNE, May 27). But Unocal helped persuade GOP Senator Pete Domenici of New Mexico, where the company has a major molybdenum mining subsidiary, to introduce a bill that would put a moratorium on hostile takeovers that are 20% or more financed by junk bonds. Says Domenici: ''I'm not an antitakeover Senator. I'm not even against hostile takeovers. But the get-rich-quick crowd has just gone too far.'' The antitakeover crowd hasn't had much luck with Congress in the past. Early last year after Texaco bid for Getty and Gulf was fighting for its life, Democratic Senator Bennett Johnston of energy-rich Louisiana proposed a moratorium on takeovers of the top 50 oil companies. The Senate turned him $ down. Texaco got Getty, and Chevron picked up Gulf. Early this year members of the Oklahoma delegation introduced tax and anti-takeover bills they hoped would save Phillips Petroleum -- the biggest company headquartered in their state -- from raiders like Pickens, to whom Phillips had paid $75 million in greenmail. Phillips has managed to stay independent, though further weakened by later raiders, including Carl Icahn, but the bills still haven't passed. With Pickens, Wall Street, and the Reagan Administration opposing legislative efforts to defang the raiders, a Unocal lobbyist concedes: ''The odds are not good that Congress will act in time to save us.''