Coca-Cola Co. and Columbia Pictures Industries Inc. agreed in principle today to the soft-drink company acquiring the movie maker for cash and stock in a deal that Wall Street analysts value at more than $800 million.
Columbia shareholders would get 1.2 shares of Coca-Cola common stock plus $32.625 cash for each common share of Columbia they hold. The joint announcement said that stockholders have "certain limited rights to elect to receive all cash or all stock."
The announcement also said that Columbia and Outlet Co.--which owns radio and television stations including WTOP-AM in Washington--had agreed in principle to amend an earlier merger agreement. Under the new terms, Outlet stockholders would get 0.89 share of Coca-Cola common stock and $24 cash for each common share of Outlet stock. Outlet stockholders also have "certain limited rights" to get all cash or stock.
The whole package is subject to the approval of the boards of all three companies.
Columbia's board includes former vice president Walter F. Mondale, who holds 100 shares of the company, and former Carter administration official and Democratic Party national chairman Robert S. Strauss. Strauss, who owns 5,500 Columbia shares, also served as a director of the company between 1973 and 1977.
George Thompson, an analyst at E.F. Hutton & Co., said that "it appears Coke paid a lot" for Columbia and that the acquisition could have a "dilutive effect" on Coke's stock. Reflecting this view, the Atlanta-based soft-drink company's stock closed today at $32, down $2.25 a share.
But news of the acquisition caused Columbia's common stock to jump $20.75 to $62.50 a share at the close.
James Walker, an analyst with Shearson/American Express Co. Inc., thinks that Coke and Columbia could fit well together. Coke, which has seen the growth of the soft-drink market slow to 3 percent last year from 10 percent four years ago, has been looking to diversify. And Columbia, like all other film companies, needs cash. No one in the film business "has a cash flow to devote to motion pictures that is bigger than Coke's," says Walker.
Columbia, whose recent films include "Kramer vs. Kramer," "Only When I Laugh" and "Stir Crazy," enjoyed prosperity in recent years after the release in the late 1970s of its blockbuster hit, "Close Encounters of the Third Kind."
In 1978, Columbia was rocked by scandal when studio chief David Begelman was dismissed for embezzlement. After a series of power struggles, Herbert A. Allen, an investment banker and a major Columbia stockholder, moved to clean up the company's image by hiring as president Francis T. Vincent Jr., then an official with the Securities and Exchange Commission.
In 1981, Columbia's management blocked financier Kirk Kerkorian from increasing his 25 1/2 percent interest in the company after the Justice Department threatened an antitrust suit against Kerkorian, who also controls MGM Inc. Columbia bought out Kerkorian, thus ending their long-simmering feud.