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 (During its centennial year, The Wall Street Journal will report events of the past century 
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that stand as milestones of American business history.) 
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 MORGAN STANLEY, THE ONCE STODGY investment house, in 1974 helped a corporate client complete a hostile takeover.
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 It was the start of a boom in unfriendly, even ungentlemanly, mergers.
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 On July 18, 1974, International Nickle of Canada 
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-- advised by Morgan -- 
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offered $28 a share, equal to $157 million, for ESB, a Philadelphia battery maker. 
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ESB said 
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it was given only a three-hour advance warning on a take it or leave it basis from Inco,
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 as the Toronto company is called.
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 ESB is aware 
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that a hostile tender offer is being made by a foreign company for all of ESB's shares, 
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said F.J. Port, ESB's president.
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 Hostile thus entered the merger-acquisition lexicon. 
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Joseph Flom, of Skadden, Arps, Slote, Meagher & Flom, 
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which became a leading legal firm in merger cases,
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 said 
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the case made takeovers respectable.
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 ESB spurned Inco 
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and within five days ESB had a white knight
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 as United Aircraft
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 -- headed by Harry Gray, a shrewdly friendly acquirer of companies -- 
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offered $34 a share.
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 Gray was advised by Goldman Sachs and Merrill Lynch.
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 ESB directors warmly accepted,
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 but a whirlwind bidding match ensued.
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result

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 Within a few days in July, Inco raised its bid to $36
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 and United matched it.
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 On a single day Inco lifted its offer to $38 and then to $41, equal to $225.5 million.
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 United met the $38 
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but then withdrew.
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 ESB on July 29 accepted the Inco offer 
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and the brief battle 
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-- unlike the intricate and lengthy big takeovers of 1984-1989 
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-- was over. 
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The new gritty game became a money maker for Wall Street's once austere old-name houses.
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 Inco paid Morgan an advisory fee of about $250,000, a paltry figure by today's measures.
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 Early this year Morgan and three other investment houses each received $25 million in advisory fees from Kohlberg Kravis & Roberts in its $25 billion friendly buy-out of RJR Nabisco.
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