Greenmailing Mickey Mouse

By Robert T. Grieves

Disney buys out a threatening investor for $325 million

"It's like watching your mother getting ravaged by New York thugs," said Greg Kieselmann, co-manager of institutional research at Morgan, Olmstead, Kennedy & Gardner, a Los Angeles brokerage firm. That rather vivid imagery was typical of the investment world's reaction last week after Financier Saul P. Steinberg zapped Walt Disney Productions with a market ploy that made him $32 million richer but may have left Disney much weaker. Steinberg, 44, had just pulled off the latest example of a spreading tactic called greenmail, Wall Street's version of blackmail.

In a greenmail deal, an investor buys up enough of a company's stock to pose either a takeover challenge or the threat of a proxy fight. Worried because they may lose their jobs, the top men too often capitulate and offer to buy back the greenmailer's stock at a premium price in exchange for a promise that the raider will not go after them again, at least in the near future. In cases just this year, Texaco bought back 9.8% of its shares for $1.28 billion from the Bass family, Warner Communications paid Rupert Murdoch $180.6 million for his 7% interest in the firm, St. Regis purchased for $160 million the 8.6% of its firm held by Sir James Goldsmith, and Quaker State Oil Refining gave Steinberg $47 million for his 8.9% of the company.

Steinberg became attracted to Disney early this year because of its great cash potential and low stock price, and on March 12 he began buying Disney stock at $50 a share. In late April he notified the Federal Trade Commission and the Justice Department that he intended to acquire as much as 25% of Disney's shares. A week later, Steinberg owned 12.2% of all Disney shares.

Disney Chairman Raymond Watson, 57, and President Ronald Miller, 51, then established their first line of defense. The strategy was to buy up other companies in order to diminish Steinberg's share of Disney. On May 17, Disney agreed to buy Arvida, a Florida-based land-development firm, in exchange for 3.3 million shares, nearly 10%, of its stock. Steinberg sued to stop the deal, but a U.S. district court in Los Angeles ruled in favor of Disney. Then Disney announced plans to buy Gibson Greetings, a Cincinnati-based producer of cards and wrapping paper, for up to 6.2 million shares of Disney stock.

These moves threatened to decrease Steinberg's share of Disney to less than 10%, and he appeared to be losing. But two weeks ago, Steinberg formed a holding company, MM Acquisition (named for Disney's own Mickey Mouse). For his partners Steinberg enlisted Kirk Kerkorian, 67, the majority stockholder in MGM/UA Entertainment, and Fisher Financial and Development, a New York City real estate firm. Kerkorian agreed to invest $75 million for a 20% stake in the new firm in return for a 60-day option to buy the Disney studio and film library for $448 million. Fisher put in the same amount in return for exclusive rights to acquire undeveloped land near Walt Disney World and Epcot Center in Florida and Disneyland in California. MM Acquisition then offered to buy 37.9% of Disney for $67.50 a share, in a deal valued at $970 million. That was a third more than what Disney stock sold for only a few months ago, and the offer seemed likely to succeed.

During a series of weekend meetings in New York City, however, a green-mail deal was struck: Disney agreed to repurchase Steinberg's 4,198,333 shares for $70.83 a share, or $297.4 million, a profit of $32 million for Steinberg. In addition, Disney paid him $28 million for expenses involved in his takeover attempt. Steinberg, in turn, agreed not to acquire any Disney shares for ten years.

Immediate howls of protest arose from Disney investors, who were not getting Steinberg's sweetheart deal. In fact, after the agreement was announced, Disney stock slumped sharply and finished the week at $49.50, a drop of nearly $16 in five trading days. Institutional investors roundly condemned the Disney accord, although small investors holding Disney shares mainly suffered in silence. New York City's Alliance Capital Manage ment lost $1.5 million on its 100,000 shares of Disney. Said Chairman Dave Williams: "We feel like we've had the rug pulled out from under us." Three Disney shareholders filed suit in superior court in Los Angeles asking that Disney's purchase of Steinberg's shares be rescinded and that Disney pay a dividend to all shareholders.

While Miller and other Disney executives have survived for now, their company emerges from its battle with Steinberg in a much weakened position. Arvida and Gibson are not natural business partners for Disney, yet they have more than doubled Disney's debt load, to $850 million.

The tactics used by Disney and other greenmail targets came under very strong criticism last week. Said Jay Marshall of Merrill Lynch: "Clearly, in many cases, the executives are just messing up the company. Management's feeling is: cripple us, poke out our eyes and maybe they won't like us any more." That kind of scorched-earth policy may save the jobs of top management, but it does not help investors, who see the greenmailer make a huge profit while their shares decline in value. Said T Boone Pickens, a frequent opponent of entrenched corporate offi cials and a sometime greenmailer:

"Management at Disney is not too different from a lot of other managements across corporate America. The last thing they think of is their own shareholders."

The greenmailing of Walt Disney was successful, but it may change the whole greenmail game. The New York Stock Exchange and the Los Angeles office of the Securities and Exchange Commission are looking into possible insider trading of Disney stock. The SEC had already pro posed legislation that would require stockholder approval of stock buy-back plans, and the Disney debacle is sure to win it support. Moreover, Democratic Congressman Timothy Wirth of Colorado has conducted hearings that may lead to a legislative crackdown on questionable takeover tactics.

-- By Robert T. Grieves.

Reported by B. Russell Leavitt/Los Angeles and Adam Zagorin/New York

With reporting by B. Russell Leavitt/Los Angeles and Adam Zagorin/New York