De Francis rejects offer of buyout Control of Laurel is sought by Guida


LAUREL -- An offer to buy his controlling interest in Laurel Race Course was rejected by Joe De Francis yesterday but raised questions about the future of the ownership structure at the track.

Lou Guida, whose Laurel/Guida group owns about 50 percent of the track in the form of a limited (non-voting) partnership, said yesterday that he offered $8 million for the approximately 20 percent equity interest owned by De Francis. Guida said the offer was made in a letter Feb. 8 and rejected by De Francis yesterday afternoon.

Guida, speaking from his Vero Beach, Fla., office, said he originally wanted to be bought out but did not receive a satisfactory proposal.

"That ballgame's over," he said, adding that he will "go back to the drawing board with my other investors and explore the possibility of another offer. We are very, very serious about a buyout."

Controlling interest, or the majority of voting stock, in Laurel Racing Association -- the general partnership that owns and operates the track -- was owned by the late Frank J. De Francis. It is now owned by his son and successor, Joe.

Since co-owners Bob and Tom Manfuso -- brothers who own about 20 to 25 percent equity interest -- announced their retirement from day-to-day management at Laurel and Pimlico race courses last February, speculation has been rife that a fight for control could develop.

When the group purchased the track in late 1984 for $16 million, Guida was, and remains, a silent partner.

"I own the most in the company, but Joe is the control person," Guida said. "As it stands, I've got no say in what goes on.

"When Frank De Francis, a man I respected very much, was alive, I was satisfied to stay out of the way. But that has changed."

Tom Manfuso said yesterday that the offer arose because "the Guida group had become uncomfortable with the situation here following Frank's demise and our lack of participation. Originally, he wanted to be bought out, but the way business has been in the last couple of months [slightly down], Bob and I didn't think it was prudent. So he said, 'Well, I'll buy De Francis out.' "

Manfuso said he and his brother have a "right of first refusal" agreement with De Francis. That is, if either accepts a buyout from an outside interest, the remaining partner can buy the stock at that same price. "We would have certainly bought Joe's stock for $8 million," Tom Manfuso said.

Guida said he estimates the track's worth at about $40 million to $50 million. He said a buyout of his stock would have been "a long-term deal that would not have put a great cash burden on the other partners."

Guida, 57, is the most successful owner in harness racing history, having raced such horses as Niatross, Nihilator and Mack Lobell. He said he has no interest in Pimlico, in which De Francis and the Manfusos also are majority owners.

Telephone calls to De Francis yesterday went unreturned.

Who controls Laurel?

According to Lou Guida and Tom Manfuso, here are the approximate equity interests in Laurel Race Course:

Lou Guida 50%*

Bob and Tom Manfuso 20-25%

Joe De Francis 20%

Martin Jacobs 5-10%

* -- Interest is in the form of a limited partnership or non-voting stock.

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