Raymond E. Ross , 53 years old , formerly group vice president , U.S. plastics machinery , at this machine tool , plastics machinery and robots concern , was named senior vice president , industrial systems , succeeding David A. Entrekin , who resigned Monday .

Alltel Corp . said it will acquire the 55% of Pond Branch Telephone Company Inc . 's cellular franchise that it does n't own already . Terms were n't disclosed .

Alltel holds 45% of the franchise , which has operations in Aiken , S.C. , and Augusta , Ga . Alltel , which provides local telephone service in 25 states , said it exercised its right of first refusal following an offer from an undisclosed third party to acquire the majority position in the franchise .

Hani Zayadi was appointed president and chief executive officer of this financially troubled department store chain , effective Nov . 15 , succeeding Frank Robertson , who is retiring early . Mr . Zayadi was previously president and chief operating officer of Zellers Inc . , a retail chain that is owned by Toronto-based Hudson 's Bay Co . , Canada 's largest department store operator .

Dow Chemical Co . , Midland , Mich . , and Eli Lilly & Co . , Indianapolis , said they completed the formation of Dow Elanco , a joint venture combining their plant-sciences businesses as well as Dow 's industrial pest-control business .

The companies said Dow Elanco will be the largest research-based agricultural concern in North America , with projected first-year revenue of $1.5 billion . Dow will own 60% of the venture , with Eli Lilly holding the rest . The venture will be based in Indianapolis .

Erwin Tomash , the 67-year-old founder of this maker of data communications products and a former chairman and chief executive , resigned as a director . Dataproducts is fighting a hostile tender offer by DPC Acquisition Partners , a group led by New York-based Crescott Investments Associates . Under the circumstances , Dataproducts said , Mr . Tomash said he was unable to devote the time required because of other commitments . Mr . Tomash will remain as a director emeritus . The company had no comment on whether a replacement would be named .

SFE Technologies said William P. Kuehn was elected chairman and chief executive officer of this troubled electronics parts maker .

The 45-year-old Mr . Kuehn , who has a background in crisis management , succeeds Alan D. Rubendall , 45 .

Jerome J. Jahn , executive vice president and chief financial officer , said Mr . Rubendall was resigning by " mutual agreement " with the board . " He is going to pursue other interests , " Mr . Jahn said .

Mr . Rubendall could n't be reached . Mr . Kuehn , the company said , will retain the rest of the current management team .

For the nine months ended July 29 , SFE Technologies reported a net loss of $889,000 on sales of $23.4 million . That compared with an operating loss of $1.9 million on sales of $27.4 million in the year-earlier period .

In national over-the-counter trading , SFE Technologies shares closed yesterday at 31.25 cents a share , up 6.25 cents .

Tokyo stocks rebounded Tuesday from two consecutive daily losses in relatively active dealings .

London shares also rose , while trading in Frankfurt , West Germany , ended higher .

In Tokyo , the Nikkei index of 225 selected issues was up 132.00 points to 35549.44 . The index fell 109.85 Monday .

Volume on the First Section was estimated at 900 million shares , up from 582 million shares Monday . Advancing issues outnumbered decliners 542 to 362 , while 208 issues were unchanged .

Small-lot buying targeted at incentive-backed issues pushed up the Nikkei . But other sectors failed to attract investor interest and remained sluggish , making overall trading appear mixed .

Individuals and corporations , as well as dealers trading for their own account , actively bought Tuesday .

An official at Wako Securities said these investors feel the need to make quick profits , despite destabilizing external factors , such as political uncertainty tied to the ruling party 's fate at next year 's Lower House elections-an event which could directly affect the stock market .

The Tokyo Stock Price Index of all issues listed in the First Section , which declined 5.16 on Monday , was up 16.05 , or 0.60% , at 2692.65 on Tuesday .

The Second Section index , which fell 21.44 points Monday , was up 6.84 points , or 0.19% , to close at 3642.90 . Second Section volume was estimated at 14 million shares , unchanged from Monday .

Institutional investors mostly remained on the sidelines Tuesday .

A fund manager at a life-insurance company said three factors make it difficult to read market direction . First , he said , domestic interest rates are likely to stay at higher levels as increased anticipation of inflation followed rising consumer prices reported last week . Second , the dollar is showing persistent strength despite a slowdown in the U.S. economy shown by economic indicators .

Third , oil prices have n't declined although supply has been increasing .

The topic that attracted participants ' attention was Mitsubishi Estate 's purchase of 51% of Rockefeller Center Properties , announced late Monday in New York . Mitsubishi Estate ended the day at 2680 , up 150 . The gains also sparked buying interest in other real-estate companies , traders said . Sumitomo Realty & Development rose 40 to 2170 . Heiwa Real Estate gained 40 to 2210 .

Investor focus shifted quickly , traders said . Many of the morning-session winners turned out to be losers by afternoon .

In other stock-market news , the Tokyo Stock Exchange said that for the week ended Friday , the balance of margin buying rose 189.8 billion yen ( $1.34 billion ) , to 7.160 trillion yen ( $50.46 billion ) . The balance of short positions outstanding fell 159.7 billion yen , to 779.8 billion yen .

In London , prices finished at intraday peaks , comforted by a reassuring early performance on Wall Street and news that the British government will waive its " golden share " in auto maker Jaguar . But trading was very sketchy , as investment decision makers remain wary from gyrations and upsets of recent weeks .

" Volume has been appalling , " said a dealer at a British brokerage concern . " The market was dragged up by the scruff of its neck by Wall Street and by market makers getting caught short . No one wants stock on their books . "

Meanwhile , the broad-based Financial Times 100-share index added 30.4 points to end at 2142.6 , while reaching its minimum of 2120.5 a half hour into the session .

At the close , the narrower 30-share index was up 19.7 points to 1721.4 . Volume totaled a modest 334.5 million shares , up from 257.8 million shares Monday .

The market also moved at early afternoon on news that Jaguar shares were being temporarily suspended at 746 pence ( $11.80 ) each . Secretary of State for Trade and Industry Nicholas Ridley said later in the day that the government would abolish its golden share in Jaguar , the luxury auto maker being stalked by General Motors and Ford Motor .

The golden share dates from Jaguar 's public offering in 1984 and was designed to protect the company from takeover . The golden share was scheduled to expire at the beginning of 1991 .

But although the golden share has been waived , a hostile bidder for Jaguar would still have to alter the British concern 's articles of association which ban shareholdings of more than 15% . Jaguar shares closed at 869 pence , up 122 pence , on hefty turnover of 9.7 million shares .

As the London trading session drew to a close , the market was still listening to the parliamentary debate on the economy , with new Chancellor of the Exchequer John Major expected to clarify his approach to the British economy and currency issues .

On the Frankfurt Stock Exchange , share prices closed higher in fairly thin trading , as selective buying by foreigners helped propel prices . The DAX index closed at 1472.76 , up from 1466.29 .

Despite the modest gains , traders said the market remains dull , with investors remaining cautiously on the sidelines .

Contributing to the market 's reserved stance was the release later in the day of new data on the health of the U.S. economy , in the form of the U.S. index of leading indicators . Additionally , the end of the month position-squaring might have also played a minor role , traders said .

Elsewhere , share prices closed higher in Amsterdam , Brussels , Milan and Paris . Prices were mixed in Zurich and lower in Stockholm .

Stocks closed higher in Hong Kong , Manila , Singapore , Sydney and Wellington , but were lower in Seoul . Taipei was closed for a holiday .

Here are price trends on the world 's major stock markets , as calculated by Morgan Stanley Capital International Perspective , Geneva . To make them directly comparable , each index is based on the close of 1969 equaling 100 . The percentage change is since year-end . @ % This Oct 30 Oct 27 Year @ U.S. . . . . . . . . . . . . . . . . . . . . . . . 308.5 308.5 +20.5 @ Britain . . . . . . . . . . . . . . . . . . . . 629.5 620.5 +15.3 @ Canada . . . . . . . . . . . . . . . . . . . . . 423.6 423.5 +15.4 @ Japan . . . . . . . . . . . . . . . . . . . . . . 1555.4 1559.4 + 9.5 @ France . . . . . . . . . . . . . . . . . . . . . 510.6 503.2 +15.3 @ Germany . . . . . . . . . . . . . . . . . . . . 233.4 234.8 +12.3 @ Hong Kong . . . . . . . . . . . . . . . . . . 2029.9 2019.0 0.0 @ Switzerland . . . . . . . . . . . . . . . . 212.6 211.7 +23.0 @ Australia . . . . . . . . . . . . . . . . . . 324.5 323.1 +11.8 @ World index . . . . . . . . . . . . . . . . 526.1 525.7 + 6.4

Japan 's index of leading indicators rose to 63.6 in August , above the so-called boom-or-bust line of 50 for the first time since May , the Economic Planning Agency said .

The leading index recovered from July 's revised level of 36.6 on strong performances in consumer durables and machinery orders , among other factors , according to an agency spokeswoman .

The index is intended to measure future economic performance . A figure above 50 indicates the economy is likely to expand ; one below 50 indicates a contraction may be ahead .

South Korean consumer prices rose 5% in the first 10 months of this year , matching the government 's target for the entire year , according to the Bank of Korea and the Economic Planning Board .

According to reports released by the two government agencies , domestic consumer and wholesale prices each rose by 0.2% in October from the previous month .

As a result , consumer prices for the first 10 months of 1989 surged by 5% and wholesale prices by 1.3% . The South Korean government had been projecting a 5% consumer price increase for the entire year .

Thomas A. Donovan , 37 years old , formerly vice president , West Coast operations , at this hazardous-waste-site remediation concern , was named executive vice president and chief operating officer , both newly created posts , and a director , filling a vacancy . Canonie said it anticipates naming Mr . Donovan to succeed Richard F. Brissette , 55 , as president and chief executive officer , effective March 1 . Mr . Brissette will remain a Canonie board member and will be a consultant to the company .

Treasury Undersecretary David Mulford defended the Treasury 's efforts this fall to drive down the value of the dollar , saying it helped minimize damage from the 190-point drop in the stock market Oct . 13 .

Testifying before a House subcommittee , Mr . Mulford said that if the Treasury had n't intervened in foreign-exchange markets in September and early October to reduce the dollar 's value , the plunge in the stock market might have provoked a steep fall in the currency that might have " unhinged financial markets . "

Mr . Mulford , responding to critics of intervention , also said intervention is " highly visible , " is taken seriously by financial markets and works better than " was recognized some time ago . "

Differences between the Treasury and the Federal Reserve on the usefulness of intervention to help restrain the dollar resurfaced at the hearing . Fed Vice Chairman Manuel Johnson , who had dissented from the Treasury 's policy , told lawmakers , " I became convinced about what looked to me like an attempt to push the dollar down against the fundamentals in the market . "

Intervention , he added , is useful only to smooth disorderly markets , not to fundamentally influence the dollar 's value .

Rep . John LaFalce ( D. , N.Y. ) said Mr . Johnson refused to testify jointly with Mr . Mulford and instead asked to appear after the Treasury official had completed his testimony . A Fed spokesman denied Mr . LaFalce 's statement .

Mr . Mulford said reports of tension between the Treasury and Fed have been exaggerated , insisting that they involved " nuances . " Mr . Johnson also said that " in the scheme of things , these things are minor . "

On other matters , Mr . Mulford said West Germany is contributing to imbalances in the world economy because of its success as an exporter . " The solution is stronger domestic growth { in Germany } , " he said . But because the growth of the German economy has been stronger than expected , Mr . Mulford said , it 's difficult for the U.S. to argue that Germany ought to adopt more stimulative monetary and fiscal policies .

Germany 's trade surplus is largely with other European countries rather than with the U.S. , Mr . Mulford acknowledged . But nonetheless U.S. companies might be more successful in European markets if not for the German export push , he said .

Some U.S. allies are complaining that President Bush is pushing conventional-arms talks too quickly , creating a risk that negotiators will make errors that could affect the security of Western Europe for years .

Some U.S. allies are complaining that President Bush is pushing conventional-arms talks too quickly , creating a risk that negotiators will make errors that could affect the security of Western Europe for years . Concerns about the pace of the Vienna talks -- which are aimed at the destruction of some 100,000 weapons , as well as major reductions and realignments of troops in central Europe -- also are being registered at the Pentagon . Mr . Bush has called for an agreement by next September at the latest . But some American defense officials believe the North Atlantic Treaty Organization should take more time to examine the long-term implications of the options being considered .

For one thing , Pentagon officials , who asked not to be identified , worry that the U.S. will have a much tougher time persuading Europeans to keep some short-range nuclear weapons on their soil once Soviet armored forces are thinned out . At the same time , they contend that a reduction of NATO forces under a treaty will increase the possibility of a conventional Soviet attack unless the West retains a residual force of nuclear weapons in Europe .

Allies concerned about the deadline include the British , French and smaller NATO allies , some of whom do n't have adequate staffs to provide quick answers to the questions being raised by what generally are considered the most complex arms-control talks ever attempted .

So far , no ally has complained openly , preserving the impression that NATO is in line with the Bush position that a quick agreement bringing Soviet conventional forces down to parity with NATO is the West 's top bargaining priority .

But even though NATO negotiators have only 10 months left under the Bush timetable , they are still wrestling over such seemingly fundamental questions as " What is a tank ? " Five of the six categories of weapons under negotiation have n't even been defined .

Tanks currently are defined as armored vehicles weighing 25 tons or more that carry large guns . The Soviets complicated the issue by offering to include light tanks , which are as light as 10 tons . Oleg A. Grinevsky , the chief Soviet negotiator in the conventional-arms talks , argued that this would mean the Soviets would have to destroy some 1,800 tanks , while the U.S. would lose none because it has no light tanks in Europe .

But the issue is stickier than it seems . France , Britain and Italy all have light tanks they would like to keep out of the talks . And some U.S. Army analysts worry that the proposed Soviet redefinition is aimed at blocking the U.S. from developing lighter , more transportable , high-technology tanks .

Defining combat aircraft is even tougher . The Soviets insisted that aircraft be brought into the talks , then argued for exempting some 4,000 Russian planes because they are " solely defensive . "

NATO has n't budged from its insistence that any gun-carrying plane has offensive capability . The dispute over that issue , according to one U.S. official , is a " potential treaty stopper , " and only President Bush and Soviet leader Mikhail Gorbachev may be able to resolve it .

Accounting problems raise more knotty issues . Greece and Turkey , for example , are suspected of overstating their arsenals in hopes that they can emerge from the arms-reduction treaty with large remaining forces to deter each other .

Other nations are n't sure how many weapons they have in their own arsenals . " It 's just going to be sloppy , both on our side and theirs { the Warsaw Pact 's } , " says one NATO analyst .

So far , neither the Bush administration nor arms-control experts in Congress seem moved by arguments that these problems may take more time to thrash out than President Bush has allowed . They argue that the bigger danger would be that the West would delay action so long that the Soviets might back away from the current conciliatory attitude .

" So what if you miss 50 tanks somewhere ? " asks Rep . Norman Dicks ( D. , Wash . ) , a member of the House group that visited the talks in Vienna . " The bottom line is that if we can get that { Warsaw Pact } superiority brought down to parity , we ought to keep pressing ahead as quickly as possible . I worry more about things becoming so unraveled on the other side that they might become unable to negotiate . "

Coca-Cola Co . , aiming to boost soft-drink volume in Singapore , said it is discussing a joint venture with Fraser & Neave Ltd . , its bottling franchisee in that country .

The venture would be the latest in Coke 's rapid expansion of overseas investment . So far this year , it has put nearly $700 million into bottling operations in Australia , New Zealand and France .

The move also reflects Coke 's eagerness to have a hand in developing the soft-drink markets in Pacific Basin countries . Aside from Europe , the Pacific division is where Coke will be focusing much of its attention for years to come .

That 's because when Coke looks to the Pacific area , it sees an economic and demographic gold mine . In countries such as Taiwan , South Korea and Singapore , economies are growing , resulting in a rise in disposable income that consumers can use for soft drinks . And unlike Europe and the U.S. , where populations are aging , the Pacific Basin countries have growing proportions of youths -- the heaviest consumers of Coca-Cola and other sodas .

A Coca-Cola spokesman said it is too early to say how the joint venture would be structured , or how much the company would invest in the transaction . In the past , however , Coke has typically taken a minority stake in such ventures . By acquiring stakes in bottling companies in the U.S. and overseas , Coke has been able to improve bottlers ' efficiency and production , and in some cases , marketing . Coke has tended to increase its control when results were sluggish in a given country .

That does n't appear to be the case in Singapore , a country of about three million people with a relatively high soft-drink consumption rate -- a key indicator of Coke 's success in a market . In Singapore , per-capita consumption is about one-third that of the U.S. And combining Fraser & Neave 's own soft drinks with Coca-Cola 's gives the Singapore company more than half the share of the soda market there , Coke said .

Fraser & Neave , which also has interests in packaging , beer and dairy products , holds the Coke licenses for Malaysia and Brunei , where per-capita consumption is n't as high as in Singapore . Coke could be interested in more quickly developing some of the untapped potential in those markets . A Coke spokesman said he could n't say whether that is the direction of the talks .

Coke said the joint-venture arrangement , which needs approval from both companies ' boards , should be completed early next year .

AMERICAN BRANDS Inc . , Old Greenwich , Conn . , said it increased its quarterly 11% to 68 cents a share from 61 cents , payable Dec . 1 to stock of record Nov . 10 . The increase follows the company 's report of strong earnings for the third quarter , and reflects what American Brands called its " tradition of sharing earnings growth " with shareholders . American Brands is a consumer products company with core businesses in tobacco , distilled spirits and life insurance . As of Sept . 30 , American Brands had 95.2 million shares outstanding .

Your Oct . 2 page-one article on people riding so-called " railbikes " on railroad tracks was a disservice to your readers . It unfortunately encourages others to engage in a highly dangerous and illegal activity that only a very few are doing now . And it treats such activities in a frivolous , cavalier fashion , with total indifference to common sense and public safety .

Saul Resnick

Vice President

Public Affairs

Conrail

Philadelphia

Armstrong World Industries Inc . agreed in principle to sell its carpet operations to Shaw Industries Inc . The price was n't disclosed but one analyst estimated that it was $150 million .

Armstrong , which has faced a takeover threat from the Belzberg family of Canada since July , said that disposing of the carpet business would improve " total financial performance . " The move also would allow the company to concentrate on core businesses , which include ceramic tile , floor coverings and furniture .

Moreover , such a sale could help Armstrong reassure its investors and deter the Belzbergs , who own a 9.85% stake in the Lancaster , Pa . , company . Analysts expect Armstrong to use proceeds of the sale to reduce debt , buy back stock or perhaps finance an acquisition .

The carpet division had 1988 sales of $368.3 million , or almost 14% of Armstrong 's $2.68 billion total revenue . The company has been manufacturing carpet since 1967 . Recently it upgraded its plants so that it could make stain-resistant products with higher quality dyes .

For the past year or two , the carpet division 's operating profit margins have hovered around 5% , high by industry standards , but disappointing compared with the 13% to 19% margins for two of Armstrong 's chief businesses , flooring and building products .

Analysts hailed the planned transaction as being beneficial to Armstrong and Shaw , the market leader in the U.S. carpet industry , with an estimated 17% to 20% share . Shaw , based in Dalton , Ga . , has annual sales of about $1.18 billion , and has economies of scale and lower raw-material costs that are expected to boost the profitability of Armstrong 's brands , sold under the Armstrong and Evans-Black names .

Yesterday , in composite trading on the New York Stock Exchange , Shaw 's shares closed ex-dividend at $26.125 , up $2.25 . Armstrong 's shares , also listed on the Big Board , closed at $39.125 , up 12.5 cents .

Yesterday , Armstrong reported flat earnings for the third quarter and nine months , worsened by the stock dilution of an employee stock ownership plan adopted earlier this year .

For the quarter , earnings were $47 million , or 92 cents a share , including a one-time gain of $5.9 million . In the year-ago quarter , earnings were $42.9 million , or 93 cents a share .

Yesterday , Armstrong announced an agreement to sell its small Applied Color Systems unit to a subsidiary of the Swiss company , Brauerei Eichof Ltd . The price was n't disclosed .

Armstrong expects to close the sale of the color unit in late November and the carpet sale in December , with the gains to be applied to fourth quarter or first-quarter results .

Boston Edison Co . said it will take a previously reported $60 million charge against earnings in the fourth quarter .

The charge resulted from a settlement approved yesterday by the Massachusetts Department of Public Utilities . As expected , the settlement limits rate increases for three years and ties future charges to customers for operation of the troubled Pilgrim Nuclear Power Station to that plant 's performance .

In its order , the state regulatory agency said the company " must be held accountable for the mistakes made in the management of the plant 's operation . " Pilgrim had been closed for 32 months .

Mips Computer Systems Inc . today will unveil a new general-purpose computer that will compete with more expensive machines from companies such as Sun Microsystems Inc . and Digital Equipment Corp .

The closely held Sunnyvale , Calif . , company also will announce an agreement to supply computers to Control Data Corp . , which will sell Mips machines under its own label .

The new Mips machine , called the RC6280 , will cost $150,000 for a basic system . The computer processes 55 million instructions per second and uses only one central processing chip , unlike many rival machines using several processors . The machine employs reduced instruction-set computing , or RISC , technology .

At that price , an analyst familiar with the machine said , the computer offers up to 10 times the performance of similar machines . " In the price range it 's a tremendously high-performing product , " said Sandy Gant , an analyst at the market-research firm InfoCorp .

The machine is part of an effort by Mips to establish itself as a supplier of computers , not just of integrated-circuit technology . Mips also wants to wedge into markets other than traditional RISC applications such as engineering ; Mips said the new machine will also be used by businesses and for communications . " This clearly demonstrates that Mips is a systems company rather than just a chip company , " said Mips Vice President John Hime .

The Control Data deal is a boon for Mips because it gives the the five-year-old company one more ally as it battles more established electronic concerns such as Sun , Hewlett-Packard Co . , Motorola Inc . and Intel Corp . for the emerging market for RISC machines . RISC technology speeds up a computer by simplifying the internal software .

For Mips , which expects revenue of $100 million this year , big-name allies such as Control Data are essential to attract software developers to the company 's RISC architecture . " The thing it says about Mips is that they 're on a roll right now , " said Ms . Gant at InfoCorp . " They 're getting some major wins , " she added .

Last month , for example , Mips agreed to supply its computers to Nixdorf Computer AG of West Germany and France 's Groupe Bull . Sony Corp . , Tandem Computers Inc . and Digital Equipment have agreed to sell MIPS computers and companies such as Japan 's NEC Corp . and West Germany 's Siemens A.G. have agreed to make Mips chips under license .

Today 's agreement gives Control Data a machine to compete against Digital and other general-purpose computer makers , said John Logan , a computer-market analyst at Aberdeen Group Inc . of Boston . The machine is essentially a mainframe computer , he said . " Suddenly CDC ( Control Data ) has a competitive product to fight back against the VAX9000 , " a machine Digital announced last month , he added .

Control Data , based in Minneapolis , Minn . , expects its sales of Mips systems , including the new RC6280 , to amount to more than $100 million by the end of 1991 , Mips said . Nixdorf , Bull and others will also sell versions of the machine , said Mips President Robert Miller .

Mips will start shipping its new machine in the first quarter of 1990 , he said . The machine uses a single processor , which makes it easier to program than competing machines using several processors . The computer can process 13.3 million calculations called floating-point operations every second . The machine can run software written for other Mips computers , the company said .

Panhandle Eastern Corp . said it applied , on behalf of two of its subsidiaries , to the Federal Energy Regulatory Commission for permission to build a 352-mile , $273 million pipeline system from Pittsburg County , Okla . , to Independence , Miss .

The natural gas pipeline concern said the 500 million cubic feet a day capacity pipeline would be built by a proposed joint venture between two Panhandle Eastern units-Texas Eastern Transmission Corp . and Trunkline Gas Co . Texas Eastern Transmission will build and operate the system , which will connect the Arkoma Basin with several interstate pipelines .

Newport Electronics Inc . named a new slate of officers , a move that follows replacement of the company 's five incumbent directors last week .

Milton B. Hollander , 60 years old , was named chief executive officer , succeeding Barrett B. Weekes . Mr . Hollander 's Stamford , Conn . -based High Technology Holding Co . acquired most of its 49.4% stake in Newport in August . Mr . Hollander was named chairman last week , succeeding Mr . Weekes , who was among the ousted directors .

The company has declined requests to discuss the changes , but Mr . Weekes has said that Mr . Hollander wanted to have his own team .

Scott Wakeman was named president and chief operating officer of U.S. operations , titles that had been held by Mr . Weekes . Mr . Wakeman was vice president of the instrument and controls division of closely held Omega Engineering Inc . , another company controlled by Mr . Hollander . A company spokesman did n't know Mr . Wakeman 's age .

James R. Lees , 51 , vice president of Newport 's European operations , was named executive vice president and chief operating officer of European operations , assuming some former duties of Mr . Weekes .

Arthur B. Crozier , 34 , an attorney , was named secretary , succeeding John Virtue , who was another of the ousted directors .

Fibreboard Corp . said it completed the previously reported sale of approximately 27,500 acres of timberland near Truckee , Calif . , to closely held Sierra Pacific Industries Corp . , Arcata , Calif . , for $32.5 million . The lumber , insulation and fireproofing concern said the transaction , which includes a swap of other timber interests , would result in a $13.5 million after-tax gain , to be recorded in the fourth quarter .

Healthcare International Inc . said it reached a 120-day standstill agreement with its HealthVest affiliate calling for Healthcare to pay HealthVest $5 million right away and additional amounts in the future .

Under the agreement , Healthcare , a manager of health-care facilities , said it would pay HealthVest $3.9 million in overdue rent and mortgage payments and repay $1.1 million in funds that HealthVest advanced for construction work on facilities . In return , HealthVest agreed that it wo n't exercise its rights and remedies against Healthcare during the 120-day period .

After the payment , Healthcare still will be $6.5 million in arrears on rent and mortgage payments to HealthVest , a real estate investment trust whose portfolio consists largely of properties operated by Healthcare . Healthcare has given HealthVest a 12% note for that overdue amount , to be repaid over three years .

In addition , Healthcare agreed to make monthly rent and mortgage payments of $2.7 million to $3 million to HealthVest during the standstill period , to be paid when Healthcare successfully completes asset sales . Because Healthcare actually owes HealthVest $4.2 million in rent and mortgage payments each month , the amount due above the amount paid will be added to the three-year note .

The funds should help ease a cash bind at HealthVest , which has been unable to pay its debts because Healthcare has n't made complete rent and mortgage payments since July . A spokesman said HealthVest has paid two of the three banks it owed interest to in October and is in negotiations with the third bank .

Healthcare , which has been in a severe liquidity bind , said it is able to make the payments because it completed a transaction with Greenery Rehabilitation Group Inc . in which Greenery purchased stock and warrants for $500,000 and loaned Healthcare $9 million . The loan is backed by Healthcare 's 5.4% stake in HealthVest and interest in certain facilities .

Many thanks for Alexander Cockburn 's comic masterpiece ( " U.S. Economy : A House Built on Junk-Bond Sand , " Viewpoint , Oct . 19 ) . The use of the abominable construction practices in the Soviet Union -- as evidenced by the collapse of sand apartment blocks during the Armenian earthquake -- as a metaphor for the U.S. economic system was a sublime example of Mr . Cockburn 's satirical muse .

I await his sequel : the economic and social resiliency of the San Francisco Bay area and the outstanding work of the local governments and the private charitable organizations there as metaphors for the supremacy of whatever failed system Mr . Cockburn now believes in . It should be a scream .

William S. Smith

Los Angeles

FIRST AMERICAN FINANCIAL Corp . declared a special dividend of one share of Class B common stock for each share of Class A common stock , payable to holders of record on Nov . 10 if the Securities and Exchange Commission approves this as the effective date of the registration statement . Shareholders of the Santa Ana , Calif . , title-insurance company approved the creation of this second class of stock , which will be traded on the national over-the-counter market and which the company said would be used for acquisitions and other general corporate purposes .

EG&G Inc . said it acquired Laboratorium Prof . Dr . Berthold , a German maker of scientific instruments .

Terms were n't disclosed . The Wellesley , Mass . , maker of scientific instruments and electronic parts said Berthold expects 1989 sales of more than 100 million Deutsche marks ( $54.5 million ) and employs about 400 people . Berthold is based in Wildbad , West Germany , and also has operations in Belgium .

John M. Kucharski , EG&G's chairman and chief executive , said the acquisition " will extend EG&G's core technologies , strengthen its position in the European Economic Community and assure a strength and presence in the Eastern European market . " He said it especially will strengthen the company 's efforts in the rapidly growing field of bio-analytical instrumentation , and in applied nuclear physics .

Separately , EG&G said it sold most of its Mason Research Institute subsidiary to Transgenic Sciences Inc . , a closely held biotechnology company based in Worcester , Mass . The sale , for $7 million in cash and securities , will leave EG&G with a 12% stake in Transgenic , executives said . Mason is the largest toxicology lab in New England , with annual revenue of $8 million and 140 employees .

Mason serves commercial and government customers , including the National Institutes of Health . The combined companies will become profitable by January 1990 , said James P. Sherblom , Transgenic 's chairman and chief executive officer .

As Georgia-Pacific 's bid for Great Northern Nekoosa has shown , uninvited takeovers are still alive despite premature reports of their demise . Therefore , the debate about poison pills will continue to rage in the boardrooms of corporations and the halls of academia .

Although poison pills come in different colors and shapes , they usually give current shareholders the right to buy more stock of their corporation at a large discount if certain events occur -- typically , if a hostile bidder acquires more than a specified percentage of the corporation 's stock . However , these discount purchase rights may generally be redeemed at a nominal cost by the corporation 's directors if they approve of a bidder .

Supporters of poison pills argue that their adoption forces bidders to negotiate with a corporation 's directors , who are thereby put in a better position to pursue the long-term interests of the corporation . Recent studies by Georgeson & Co . conclude that corporations with poison pills have experienced greater stock-price appreciation than corporations without poison pills during the past few years .

Critics of poison pills argue that they harm shareholders by letting corporate management defeat takeover bids at premium prices and by deterring premium bids from ever being made to shareholders . These critics are backed by several academic studies showing that the adoption of poison pills reduces shareholder values not merely in the short run , but also over longer periods .

Institutional investors that must evaluate poison pills on a regular basis are interested less in this general debate than in the answers to specific questions about the corporation issuing the pill . Does this corporation have a high-quality management team with a good track record ? Does this team have a viable strategy for improving shareholder values , and does this strategy require implementation over an extended period ? Will the adoption of this particular form of a poison pill significantly improve the chances for management to carry out this strategy ?

If the answers to these questions are affirmative , then institutional investors are likely to be favorably disposed toward a specific poison pill . However , the problem is that once most poison pills are adopted , they survive forever . Although the current management team may be outstanding , who will be the CEO in 10 years ? Although the five-year strategy may be excellent , what will be the strategy in 25 years ?

The solution to this problem is a time-limited poison pill . The limit could range from three years to seven years , depending on the composition of the management team and the nature of its strategic plan . At the end of this period , the poison pill would be eliminated automatically , unless a new poison pill were approved by the then-current shareholders , who would have an opportunity to evaluate the corporation 's strategy and management team at that time .