Director to Acquire Firm Unless His Offer Is Topped : ABI Conditionally OKs $18.4-Million Buyout

ABI American Businessphones said Friday that it has agreed to accept an $18.4-million buyout offer made by a company director on condition that the Irvine business telephone company does not receive a higher offer by next Friday.

ABI director Jean R. Stiegemeier, a Minnesota investor who holds a 5.4% stake in ABI, has proposed acquiring the rest of the company’s stock for $11 per share.

On June 24, ABI’s board rejected an earlier $10-per-share offer made by Stiegemeier, saying the price was too low. At that time, some investment analysts speculated that ABI would attract other suitors and that the firm’s shares might be worth $13 or more.

Stiegemeier increased his offer to $11 per share on July 18.

Darlene D. Lynch, an ABI spokeswoman, declined to comment Friday on whether ABI has received other offers to buy the company. Lynch said ABI President Frank J. Feitz was unavailable for comment.

ABI has been ranked as one of the nation’s fastest-growing small companies. The firm’s revenues increased 11% to $30.1 million for the fiscal year ended June 30. Its earnings increased 38% to $1.5 million.

On Thursday, ABI said it retained Prudential Bache Capital Funding in Los Angeles as financial adviser, presumably to consider the Stiegemeier bid and any others it receives.

The company’s agreement with Stiegemeier provides that if ABI has not accepted another proposal valued at at least $11 per share from another party by 3 p.m. Friday, it will accept the Stiegemeier offer.

Stiegemeier’s offer was originally set to expire at noon Friday.

ABI also said it has agreed, under certain circumstances, to reimburse the Minnesota investor $100,000 for “out-of-pocket expenses.” The company did not say under what circumstances it would pay Stiegemeier.

ABI, founded in 1982, is a closely held company that distributes, installs and services business telephones. Company founder Feitz owns about one-third of the company’s stock.