Gypsum’s Board OKs Buy-Out Bid by Management : Directors Say Offer Is ‘Financially Superior’ to One Made by Wickes Cos.

National Gypsum, the target of a takeover attempt by Wickes Cos. of Santa Monica, said Sunday that its board of directors had approved a revised buy-out offer from a management-led investor group.

Under terms of the revised offer, proposed late last week, each share of National Gypsum common stock will be exchanged for $46 a share cash and $44 face value in subordinated discount debentures. National Gypsum declined to put a value on the offer, but Wall Street analysts have been valuing the debentures at 54% to 60% of their face value, which would make the offer worth about $70 to $72 a share.

Describing the offer as a “fair� and “financially superior� alternative to Wickes’ $54-a-share cash tender offer, National Gypsum’s board recommended that its shareholders approve the investor buy-out proposal at a special meeting scheduled for Friday at the company’s headquarters in Dallas. Likewise, it recommended that shareholders not tender their shares to Wickes.

Wickes to Weigh Options

The building products company said the decision was based on the unanimous recommendation of a special committee of seven outside directors, which was assisted in its review by financial advisers Salomon Bros. and Dillon, Read & Co.

Sanford C. Sigoloff, Wickes’ chairman and chief executive, said Sunday that he will meet today with his staff to determine the company’s next move. He declined to elaborate.

Wickes owns at least 300,000 shares of National Gypsum’s 22.8 million shares outstanding.

It is unclear whether Wickes’ original $54-a-share offer and a subsequent $60-a-share bid remain in force. Both were conditioned on the termination of the management leveraged buy-out proposal. In a leveraged buy-out, the purchaser borrows against a company’s assets to buy all of its shares.

National Gypsum said Sunday that it signed a revised definitive merger agreement with Aancor Holdings Inc. The agreement is subject to receipt of required financing and shareholder approval.

Wickes, best known as a furniture and building products retailer, touched off a flurry of bidding for National Gypsum on April 8 when it announced its surprise offer of $54 a share, or a total of $1.23 billion cash.

The offer came two days before National Gypsum shareholders were scheduled to vote on a previously approved management buy-out offer of $41 a share cash and $17 face amount of debentures. That meeting was postponed until Friday.

Aancor Holdings, the investor group led by National Gypsum’s Chairman and Chief Executive, John P. Hayes, countered with a new offer of $46 a share and $28 face value of discount notes, a package variously valued at $60.50 to $63 a share.

Wickes then sweetened its offer to $60 a share last Thursday, which puzzled analysts because it failed to top Aancor’s bid. Within hours of making the $60-a-share offer, however, Wickes raised its bid again--to $64 a share. But that offer expired at midnight Thursday.

Aancor responded with the final offer of $46 a share cash and $44 of notes, which was accepted by National Gypsum.

National Gypsum’s stock has risen sharply amid the bidding. It closed Friday at $68.50 a share, up $6.75, on the New York Stock Exchange.

The stock’s price had been $49.50 a share the day before Wickes launched its takeover bid.

Wickes closed Friday at $6.75 a share, up 12 1/2, on the American Stock Exchange.