Now Introducing Son of Greenmail

Corporations fighting off takeover bids have devised sundry exotic defenses: concocting so-called poison pills of potential debt, filing protracted lawsuits or amassing the stock of would-be acquisitors. Lately a new strategy seems to be gaining favor: paying gobs of borrowed money to all stockholders, including unwelcome suitors, in a maneuver known as recapitalization. The idea is to create a debt-burdened company less attractive to raiders. Last week both publishing giant Harcourt Brace Jovanovich (1986 revenues: $1.3 billion), of Orlando, and travel conglomerate Allegis (1986 revenues: $9.2 billion), of Elk Grove Township, Ill., made use of this shark repellent to fend off marauders.

The gambit was clearly successful for Harcourt, the largest U.S. textbook + publisher, and its imperious chairman, William Jovanovich, 67. Early last week the company's 15-member board voted to proceed with a $3 billion plan that will give each shareholder a package of special dividends and stock valued at more than $50 a share. The next day British Press Baron Robert Maxwell, owner of the London Daily Mirror, called off a $44-a-share takeover bid. Jovanovich had made the fight a battle of personalities. He called Maxwell's offer "preposterous" and declared the Fleet Street habitue "entirely unfit" to run Harcourt.

Harcourt's riposte pleased investors, who saw their shares surge from 44 7/ 8 to a close of 55 1/4. But the company will more than treble its $837 million debt to come up with the special dividend. Executives say they might sell off some assets but stress that Harcourt's publishing ventures, its HBJ Insurance subsidiary and its three Sea World amusement parks will not be up for grabs.

As Maxwell called it quits, long-suffering Allegis -- owner of United Air Lines, Hertz, and the Westin Hotels and Hilton International chains -- announced a ploy much like Harcourt's. The Allegis directors authorized a cash payment of $60 a share, worth some $3.5 billion. The move came two days after the New York City-based investment firm of Coniston Partners declared that it owned 13% of Allegis' shares and wanted to gain control of the 16- member board.

Coniston was less than impressed with Allegis' move. Said Partner Augustus Oliver: "We are currently evaluating it." Translation: a further battle is possible. Allegis stock, meanwhile, closed the week at 86 1/2, up 15 from the previous week. Said Robert Joedicke, an airline analyst for the Shearson Lehman Bros. investment house: "Like a soap opera, this isn't going to be decided tomorrow."