ROANOKE TIMES

                         Roanoke Times
                 Copyright (c) 1995, Landmark Communications, Inc.

DATE: FRIDAY, March 1, 1991                   TAG: 9103010799
SECTION: VIRGINIA                    PAGE: B-3   EDITION: EVENING 
SOURCE: Associated Press
DATELINE: RICHMOND                                LENGTH: Short


RETIREMENT BOARD DISLIKE RF&P DEAL

The Virginia Retirement System is searching for ways to fight the $70.9 million price the General Assembly put on clear title to RF&P Corp. stock that the retirement system wants to buy.

The new price "just has no rational basis," said Jacqueline G. Epps, chairwoman of the system's board of trustees. "We think it's arbitrary."

The board held a closed-door meeting Thursday to discuss whether it legally can refuse to buy title to RF&P stock held by the state, which is the second-largest shareholder in the company.

The retirement system, which administers the state's $11 billion pension fund, offered the legislature $22.8 million, based on $34.50 a share, for clear title to the stock. The General Assembly, which under current law must approve any sale of RF&P shares owned by the state, made a counteroffer that assumes a per-share value of $48.

RF&P's stock closed Thursday at $29.50.

"We'll do whatever we can to oppose" the $48 per-share base price, Epps said before Thursday's meeting. "We do think there's some limits on what (the General Assembly) can usurp and what they can require us to do."

Not only does the increase cost the retirement system more money, it threatens the retirement system's proposed takeover of the RF&P's real estate investments, including potentially prime land in northern Virginia. CSX Corp., the largest RF&P stockholder, would take over the RF&P rail operations in the previously announced deal, which involves a stock swap and a payment to outstanding shareholders based on a value of $35 per share.



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