To a group of raiders, National Casket Co., biggest firm in its field, looked like a golden opportunity. As a company director pointed out: "A man could liquidate this company and make millions." Last week, at its annual meeting, National Casket fought off just such a raid in one of the strangest proxy wars in years. A month ago, a firm of Manhattan lawyers acting for an unidentified group suddenly offered to buy 32,000 shares of the company's 63,370 shares of common stock. The price: $48.50 per share, $8.50 more than the market price.

National Casket's stunned management knew why the...

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