PUROLATOR <PCC> DIRECTOR QUITS OVER BUYOUT A Purolator Courier Corp director resigned from the company's board, saying he plans to take steps to make or find an offer that tops the 265 mln dlr buyout deal already accepted by Purolator's board, the company said. The director, Doresy Gardner, resigned in a March 10 letter to the Purolator board, which was included in a filing made by the company to the Securities and Exchange Commission. Gardner noted that the terms of the merger agreement in which the company would bought out by a group of its managers and E.F. Hutton LBO Inc bar directors from taking action to solicit, initiate or encourage acquisition proposals. "I, as a shareholder, wish to solicit, initiate or encourage such an offer or indication of interest, and believe, therefore, that I should resign as a director of the corporation," Gardner said in the letter. "Accordingly, I hereby resign as a director of Purolator Courier Corp, effective immediately," he said. Gardner said he believes shareholders could get a better deal than the buyout offer if the company would agree to be sold to some other entity, or if it could sell off all or part of its U.S. courier division. On March 4, another Purolator shareholder, Rodney Shields, filed a class action suit on behalf of the company's shareholders charging the company and its board with breaching their fiduciary duty by failing to take steps to ensure that shareholders got the highest possible price in the buyout. The deal would give shareholders 35 dlrs a share in cash if just 83 pct of Purolator's 7.6 mln shares are tendered. If more are tendered, they would receive 29 dlrs in cash and six dlrs in debentures and a warrant to buy stock in the new company in exchange for each share.