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Takeover: The New Wall Street Warriors: The Men, the Money, the Impact Takeover: The New Wall Street Warriors: The Men, the Money, the Impact
By Moira Johnston
2000/05 - Beard Books
1893122840 - Paperback - Reprint -  411 pp.
US$34.95

What is new in this book is not takeovers, but the size, the hostility, the destructive implications for the corporations, and the introduction of the individual entrepreneur into the game.

Publisher Comments

Categories: Banking & Finance

Of Interest:

A Not-So-Tender Offer

A Response to Industrialism: Liberal Businessmen and the Evolving Spectrum of Capitalist Reform, 1886-1960

An Entrepreneurial History of the United States

Dangerous Pursuits: Mergers and Acquisitions in the Age of Wall Street

How to Profit from the Wall Street Mergers: Riding the Takeover Wave

Japanese Takeovers: The Global Contest for Corporate Control

Joint Ventures, Alliances, and Corporate Strategy

Leveraged Management Buyouts

Macy's for Sale

Managing the Merger: Making It Work

Megamergers: Corporate America's Billion-Dollar Takeovers

Merger: Takeover Conspiracy

Merger: The Exclusive Inside Story of the Bendix-Martin Marietta Takeover War

Mergers and Acquisitions: Issues from the Mid-Century Merger Wave

Taking America: How We Got from the First Hostile Takeover to Megamergers, Corporate Raiding and Scandal

The Corporate Merger

The General Mills/Parker Brothers Merger: Playing by Different Rules

The Human Side of Mergers and Acquisitions: Managing Collisions Between People, Cultures, and Organizations

The ITT Wars: An Insider's View of Hostile Takeovers

The Liquidation/Merger Alternative

The Money Machine: How KKR Manufactured Power and Profits

The Titans of Takeover

Transnational Mergers and Acquisitions in the United States

Welcome to Our Conglomerate -- You're Fired!

A penetrating view of corporate takeovers selectively chosen to give a balanced perspective of the people, processes, and the issues of the takeover wars of the 1980s. Moira Johnston describes in well-researched detail the leveraged buyouts, the proxy fights, tender offers, and the negotiated mergers that defined these financial wars.

From the back cover blurb:

A penetrating view of corporate takeovers selectively chosen to give a balanced perspective of the people, the processes and the issues of the takeover wars of the 1980s. Moira Johnston describes in well-researched detail the leveraged buyouts, the proxy fights, tender offers, and the negotiated mergers that defined these financial wars. The new Wall Street warriors did not invent takeovers. What was new was the size, the hostility, the destructive implications for the corporations, and the introduction of the individual entrepreneur into the game.

Review by Gail Owens Hoelscher
From Turnarounds and Workouts, October 15, 2000

Takeover is a well-researched, evenhanded account of three 198Os corporate takeover wars: Crown Zellarbach, TWA, and Unocal. The author selected these three as examples of the leveraged buyouts, proxy fights, tender offers, and negotiated mergers that characterized the era. The cases demonstrate how the fate of corporations intertwine, with Texaco, Getty, CBS, Revlon, Household, and Union Carbide also playing roles.

Takeover is also a precautionary tale, The author characterizes the takeover phenomenon as a social issue and places it in the continuum of U.S. business history. Ms. Johnston paints in broad strokes, lamenting the clash the takeover wars represent between "two conflicting elements in our national character; the capitalist, who has marched to the beat of Adam Smith's free trade theories since the nation's founding; and the humanist, marching to nonmaterialist values, who tries to buffer the poor from the law of the jungle with benevolent social programs,"

What made these megadeals feasible was the convergence of several dynamics. First, the existence of many companies with stock prices below the appraised value of their underlying assets. Second, the recent emergence of institutional investors, who owned large blocks of stock and whose jobs depended on quick profits. Third, risk arbitrageurs who bought up stock as soon as a bid was announced, driving stock prices up further. And finally, junk bonds that attracted larger sums of money than ever could have been attained through traditional channels.

Johnston scrutinizes the players themselves: lawyers, investment bankers, arbitrageurs, entrepreneurs, money managers, and financial analysts, seeking to find what drives them. She admires them as individualists in the true American mold, exemplifying the ultimate American dream. She believes they act in defiance of the "code of gray caution lived by post World-War corporate man [that] falls pitifully short of a full-blown experience of life." But, she questions their disregard for the long-term consequences of their actions on companies, employees, communities, the economy, society as a whole, and even national security.

Takeover speaks to laymen and professionals, with a style that combines technical description and delightful readability. Here's a description of Nicholas Brady of Dillon Reed: "He is tall and elegant, with a lean, patrician face and a gracious manner that lets him serve wax paper-wrapped roast beef sandwiches at his boardroom table as if it were a champagne hunt breakfast."

Ms. Johnston's extensive research yields brilliant quotes, such as Ivan Boesky's closing remarks in a speech to UC Berkeley business school students: "Greed is all right by the another deal," And Ivan Boesky's closing remarks in a speech to UC Berkeley business school students: "Greed is all right by the way. I want you to know that I think greed is healthy. You can be greedy and still feel good about yourself,"

Moira Johnston was born in British Columbia. She has been a radio writer/broadcaster, an investigative journalist, and the author of seven books of non-fiction and dozens of articles. Her books and articles have covered many different themes but almost always deal with major contemporary social issues. She has written for such publications as the New York Times Magazine, Vanity Fair, National Geographic and Esquire. Perhaps her most famous book is The Last Nine Minutes: The Story of Flight 781 -- an investigative account of the Paris air disaster of March 3, 1974. She collaborated with Trevor Rees-Jones on The Bodyguard's Story, released in March 2000. Ms. Johnston currently resides in Napa Valley, where she founded Friends of the Napa Valley, an environmentalist group.

Other Beard Books by Moira Johnston

This list includes only the major players featured in this book.  They have been selectively chosen to give a balanced view of the people, processes, and issues of the takeover wars.  May other firms and individuals were involved in the corporate control struggles listed below. 

Key to the Lineup:

LBO Leveraged Buyout
PF Proxy Fight
TO Tender Offer
NM Negotiated Merger

 

CROWN ZELLERBACH CORPORATION
Target:
CROWN ZELLERBACH CORPORATION TO & PF
MANAGEMENT: William T. Creson, CEO
BOARD MEMBER: Warren Hellman
OUTSIDE COUNSEL: Wachtell, Lipton, Rosen & Katz, Martin Lipton
INVESTMENT ADVISER: Salomon Brothers Inc
PR FIRM: Kekst and Company, Inc., Gershon Kekst
PROXY SOLICITOR: D.F. King & Co., Inc., John Kelly
Bidder and Dissident Shareholder
SIR JAMES GOLDSMITH
INSIDE STAFF: Roland Franklin
OUTSIDE COUNSEL: Skadden, Arps, Slate, Meagher & Flom, Joseph Flom, Blaine Fogg
INVESTMENT ADVISERS: Rothschild, Inc., Robert Pirie; Drexel Burnham Lambert Inc
 
TRANS WORLD AIRLINES, INC. (TWA)
Target:
TWA TO
MANAGEMENT: C.E. Meyer, vice-president and CEO, Richard Pearson
BOARD MEMBER: Robert McNamara, Peter Ueberroth
OUTSIDE COUNSEL: Skadden, Arps, Slate, Meagher & Flom, James Freund
INVESTMENT ADVISER: Salomon Brothers, Ira Harris, Michael Zimmerman
PR FIRM: Kekst and Company, Inc.
PROXY SOLICITOR: D.F. King & Co., Inc.
Bidders:
I. TEXAS AIR
MANAGEMENT: Frank Lorenzo, CEO
OUTSIDE COUNSEL: Wachtell, Lipton, Rosen & Katz, Richard Katcher
INVESTMENT ADVISER: Drexel Burnham Lambert Incoporated, Leon Black
II. ICAHN & CO., INC.
INSIDE STAFF: Alfred D. Kingsley
INSIDE COUNSEL: Gary K. Duberstein
OUTSIDE ADVISERS: Weil, Gotshal & Manges, Stephen Jacobs
INVESTMENT ADVISER: Drexel Burnham Lambert Incorporated, Leon Black
UNION. AIR LINE PILOTS ASSOCIATION (ALPA)
Captain Harry R. Hoglander, chairman, Master Executive Counsel
OUTSIDE COUNSEL: Cohen, Weiss & Simon, Bruce Simon
INVESTMENT ADVISERS: Lazard Freres & Co., Eugene Keilin
 
UNOCAL CORPORATION
Target:
UNOCAL CORPORATION
MANAGEMENT: Fred L. Hartley, chairman and CEO, Claude Brinegar, senior vice president and director
INSIDE COUNSEL: Sam Snyder
OUTSIDE COUNSELS: Gibson, Dunn & Crutcher (Los Angeles), Andrew E. Bogen; Morris, Nichols, Arsht & Tunnell (Wilmington), A. Gilchrist Sparks; Wilmer, Cutler & Pickering (Washington), Juanita A. Crowley; Susman, Godfrey & McGowan (Houston), Randall Wilson
INVESTMENT ADVISERS: Dillon, Read & Co., Inc., Nicholas Brady, Franklin Hobbs; Goldman, Sachs & Co., Stephen Friedman, Peter Sachs
COUNSEL: Sullivan & Cromwell, Ricardo Mestres, Jr.
PROXY SOLICITOR: D.F. King & Co., Inc., Arthur F. Long, Dan Burch, John Kelly
PR FIRM: Hill & Knowlton, Richard Cheney
Bidder:
MESA PARTNERS II
T. Boone Pickens, Jr.
MANAGEMENT: Mesa Petroleum Corp., David Batchelder, Sidney Tassin
OUTSIDE COUNSEL: Baker& Botts (Houston), Robert Stillwell; Skadden, Arps, Slate, Meagher & Flom, Joseph Flom; Richards, Layton & Finger (Wilmington), Charles Richards
INVESTMENT ADVISER: Drexel Burnham Lambert Incoporated, Fred Joseph, John Sorte, Michael Milken
PR FIRM: Kekst and Company, Inc.
PROXY SOLICITOR: The Carter Organization, Inc.
 
GETTY OIL
Target:
GETTY OIL COMPANY NM
MANAGEMENT: John Mc Kinley, CEO
INVESTMENT ADVISER: Goldman, Sachs & Co., Geoffrey Boisi
SHAREHOLDERS: The Sarah Getty Trust, Gordon Getty; The Getty Museum
COUNSEL: Wachtell, Lipton, Rosen & Katz, Martin Lipton
BOARD MEMBER: Laurence Tisch
Bidders:
I. PENNZOIL
MANAGEMENT: Hugh Liedtke, CEO
II. TEXACO
INVESTMENT ADVISERS: First Boston Corporation, Joseph Perella, Bruce Wasserstein
COUNSEL: Skadden, Arps, Slate, Meagher & Flom, Morris Kramer
 
REVLON, INC.
Target:
REVLON, INC. TO & LBO
OUTSIDE COUNSEL: Wachtell, Lipton, Rosen & Katz, Martin Lipton
INVESTMENT ADVISER: Lazard Freres & Co., Felix Rohatyn
Bidder:
PANTRY PRIDE, INC.
MANAGEMENT: Ronald O. Perelman
OUTSIDE COUNSEL: Skadden, Arps, Slate, Meagher & Flom, Stuart Shapiro, Donald Drapkin
INVESTMENT ADVISER: Drexel Burnham Lambert Inc
PR FIRM: Kekst and Company, Inc.
PROXY SOLICITOR: D.F. King & Co. Inc.
LBO Bidder:
FORSTMANN LITTLE & CO.
INVESTMENT ADVISER: Goldman, Sachs & Co.
 
THE OUTSIDE PLAYERS:
Risk Arbitrage:
Bear, Stearns & Co.
   Alan Greenberg, CEO, Robert Steinberg, Nancy Havens-Hasty, Calvert D. Crary

Ivan F. Boesky Corporation
   Ivan F. Boesky 
Research Analysts:
Kurt Wulff, vice president, Donaldson, Lufkin & Jenrette Securities Corporation
Banks:
Security Pacific Corp.
   Russell Freeman, senior legal counsel
Corporate Executives:
Atlantic Richfield Co. (ARCO)
   Robert O. Anderson, chairman
Litigation:
Moran v. Household International Inc.
PLAINTIFF: John A. Moran
COUNSEL FOR PLAINTIFF: Skadden, Arps, Slate, Meagher & Flom, Irving Shapiro, Stuart Shapiro
DEFENDANT: Household International, Inc.
MANAGEMENT: Donald Clark, CEO
BOARD OF DIRECTORS: John Whitehead, John A. Moran
COUNSEL FOR DEFENSE: Wachtell, Lipton, Rosen & Katz, Martin Lipton; Richards, Layton & Finger (Wilmington), Charles Richards
INVESTMENT ADVISER: Goldman, Sachs & Co. 
Regulatory Agency:
Securities and Exchange Commission (SEC)
   Gregg A. Jarrell, chief economist
Shareholders:
Council of Institutional Investors
   Jesse M. Unruh, treasurer of California

Manufacturers Hanover Investment Corporation
   Victor J. Melone, president
Third Market and Stock Exchanges:
Jefferies & Company, Inc.
   Boyd Jefferies, CEO
Adapted from Corporate Control Alert, a newsletter published by the American Lawyer.

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