THEM'S FIGHTIN' WORDS

The takeover battles that T. Boone Pickens and others have waged over the years have produced some of the business world's most colorful terms. Among these distinctive additions to the lexicon of corporate America: GOLDEN PARACHUTE. THE GUARANTEE OF A HEFTY PAYMENT TO TOP EXECUTIVES WHOSE COMPANIES LOSE OUT IN THE TAKEOVER GAME. SUCH AGREEMENTS,

WHICH ARE NOW A STANDARD PART OF MANY TOP-LEVEL EMPLOYMENT CONTRACTS, ensure corporate officers that they will be paid off if the company that buys their firm fires them or reduces their power. These bonuses can reach $10 million for the chairman of a large company.

White Knight. A corporation that rides to the aid of another in a takeover fight. The knight rescues the embattled firm by agreeing to acquire it on better terms than the pursuer would provide. The improved provisions can include a higher purchase price for the company's stock, and assurances that executives of the acquired corporation will not be forced to use their golden parachutes.

Pac-Man Defense. A maneuver named after the popular video game in which a company turns about and tries to swallow its pursuer. Even if it does not result in the acquisition of the firm that started the fray, the ploy can be a potent means of driving off the attacker.

Scorched Earth. A self-destructive strategy in which a company seeks to discourage a takeover by making itself less attractive. Some have done this by selling the very divisions or other assets their pursuer wanted. A company might also make itself unpalatable by arranging for millions of dollars in loans to come due at once in the event it is acquired.

Shark Repellent. Any measures that a company uses to fend off a would-be acquirer, or shark. Typical repellents include changes in a firm's bylaws to make it extremely difficult for an unwanted suitor to gain control. Among the most popular in recent years has been a requirement that a merger must be approved by at least 75% of the shareholders before it can take effect.

Poison Pill. A defense that makes the takeover so expensive that the predator gives up the quest. The target company, for example, might give shareholders securities that could be turned in for cash if the unwanted takeover succeeds.