R.P. Scherer Corp.'s largest shareholder, waging a proxy battle Wednesday that could lead to the sale of the company her late father founded and estranged husband runs, said there's no reason to believe the capsule maker's brisk earnings pace will continue. Karla Scherer Fink, addressing shareholders at the company's annual meeting here in an effort to win three seats on Scherer's board, said the company's strong financial position makes this an opportune time to sell. But after an hour of civilized wrangling, Chairman Wilbur Mack adjourned the meeting until 10 a.m. EDT next Wednesday, when he said results of the balloting would be announced. Ballots were turned over to the accounting firm of Arthur Young & Co. for tabulation. Meanwhile, Mrs. Fink and her brother, John S. Scherer, were given an eleventh-hour boost when a state Court of Appeals judge ordered that a block of 9.3 percent of Scherer's stock, held in trust for them, not be voted. The trustee of the block, Manufacturers National Bank, indicated it would back management. In nationwide over-the-counter trading, Scherer closed up $1.37{ to $26.25. Speaking to about 200 people attending the meeting, Mrs. Fink, daughter of the company's late founder Robert P. Scherer, said, ``There are interested potential buyers watching closely what goes on here ... But they will not come forward in the kind of hostile environment the management has created.'' Mrs. Fink filed for divorce from Peter Fink, Scherer's president and chief executive, several months ago after the board rejected her proposal to sell the company. In his address to shareholders, Fink countered that ``to divert and to distract management and employees with a continuation of the controversy that has marked these past several months would be a grave disservice to the company and the shareholders.'' While management does not intend to ``put a for-sale sign on the door,'' he said, ``if a bonafide offer were to emerge, it would clearly be our board's duty to give it thorough and full consideration.'' After the meeting Mrs. Fink refused to predict the outcome of the vote. ``We're hoping,'' she said. In a statement released later, John Scherer said the pair was ``confident our candidates had won the two board seats ... We were not certain about the third seat. But as the meeting progressed and we learned the bank could not vote the trust, our optimism increased.'' Fink said the company ``wants to first determine what the outcome of this election is.'' Fink added that ``we simply cannot afford to be sidetracked by a headline-making personality conflict.'' Scherer, employing about 2,800 people at 22 facilities in 13 countries, is the world's largest maker of gelatin capsules for the pharmaceutical and nutritional supplement industries. The company had $290.7 million in sales and $15.1 million in net income in its last fiscal year, ended March 31. Mrs. Fink and her brother control about 38.2 percent of the company but are seeking control over an additional 470,000 shares _ or 9.3 percent _ that are held in two family trusts set up by their father. The support of another shareholder, Cilluffo Associates, brings the total shares backing the pair to 39.9 percent. The two had sought removal of Manufacturers National Bank as administrator of the trusts, claiming it had conflicting interests. A probate court judge named an independent fiduciary to decide how the stock should be voted. A circuit court judge overturned that ruling, and the two asked the state court of appeals to reverse the circuit judge's ruling. The dispute has been marked by letters and calls to shareholders, advertisements and news releases.
