Defense & Offense

In a proxy fight for control of a company, the embattled management usually considers itself victorious if it merely beats off the rebellious stockholders. But in Detroit last week, President Roy Fruehauf, of Fruehauf Trailer Co., biggest U.S. manufacturer of truck trailers, not only routed a rebel but took over the rebel's firm.

The war broke out last year when the Detroit & Cleveland Navigation Co., an investment firm headed by George J. Kolowich, made a deal with Roy Fruehauf's older brother Harvey, who had been eased out of the Fruehauf board chairmanship by Roy. Harvey Fruehauf sold his $3,000,000 block of Fruehauf Trailer stock, 9% of the total and by far the biggest single holding, to Kolowich to help him get control of Fruehauf. Roy, who owned only 2% himself, teamed up with Washington Lawyer Alfons Landa, a veteran of several corporate fights (TIME, July 2, 1951), and began fighting back. Aided by $1,500,000 in loans from A.F.L. Teamster Boss Dave Beck, they began to buy Fruehauf stock. They also started to buy up all the D. & C. stock they could get, and formed a D. & C. "protective committee" to send out proxy statements charging that Kolowich had a record of embezzlement (for which he served a prison term) and bankruptcy.

Last week the two sides met for the showdown. Landa went to the D. & C. annual meeting with proxies representing 54% of total D. & C. shares, won control of the board and had himself elected president. The victory also won the Fruehauf fight for Roy, since it gave him control of the D. & C.'s block of Fruehauf stock. At week's end, Fruehauf and Landa announced that they will liquidate D. & C. if stockholders approve.

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