A joint steelmaking venture between National Intergroup Inc. and Nippon Kokan K.K. will be able to draw on the nearly $300 million paid by the Japanese firm for a half interest in National's steel operations. A column in Thursday's Business section reported incorrectly that the funds would not be available. The steel venture will retain use of National's tax credits from steel operations in prior years.
The metamorphosis of National Intergroup Inc. into the Bergen National Corp. will appear to some observers as a sad case study of the long retreat of the American steel industry.
But a stronger argument can be made that National has found a plausible survival strategy for the 1980s by cutting back hard on its steel-making operations, taking on a Japanese partner to help run its remaining steel business and using the $300 million it got from the Japanese to branch far afield into a services industry.
That is the argument it is trying to sell to a skeptical Wall Street investment community, and will soon present to its shareholders, when it asks them to approve its merger with Bergen Brunswig Corp.
If the merger is approved, the new Bergen National Corp. will be an unusual conglomeration of businesses with projected sales of $4 billion a year -- only one quarter of which will come from steel. National will still have a half-interest in the steel-making business with its new steel partner, Nippon Kokan K.K., Japan's No. 2 steel maker.
However, the partnership between National and Nippon Kokan will be another example of a growing trend in U.S.-Japanese-European cooperation in manufacturing that has spread to cars and jetliners, computers and semiconductors, biotech and telecommunications. A movement toward collaboration is documented in a new study by Kenichi Ohmae, manager of the Tokyo office of McKinsey & Co. Inc., called "Triad Power, The Coming Shape of Global Competition." His view of the benefits -- and necessity -- of cooperation by "Triad" companies from the United States, Japan and Europe is in sharp contrast to the atmosphere of cutthroat trade competition that now dominates the international economic scene.
For most of its long history, National Intergroup was a steel company. As National Steel Co., it was the seventh-largest steel maker in the United States: Its outpouring of steel beams and bars, tin-plated cans, automotive sheet metal and other steel products made up 85 percent of its sales in 1980.
In that year, Howard M. Love took over as National's chief executive officer, and the company's reliance on steel began to shrink radically. Love bought a California savings and loan institution, sold National's Weirton Steel tin can and plate plant to its employes, and cut back hard on other operations until National's steel-making capacity was reduced by half. The company was renamed National Intergroup.
Love tried to sell the remaining steel operations to U.S. Steel Corp., but that merger was abandoned this year because of the qualms of the Justice Department's antitrust division. Undeterred, Love sold one-half interest in National's steel business to Nippon Kokan for $292 million. The chess moves culminated with Love's announcement on Oct. 4 that National would merge with Bergen Brunswig Corp., a youthful but fast-growing leader in the automated distribution of pharmaceutical products.
Significantly, the nearly $300 million that Love got from Nippon Kokan will not be plowed back into their steel-making partnership. Instead, it was one of the choice carrots that lured Bergen Brunswig into the merger with National. Another carrot was National's huge pile of unused tax credits from its money-losing steel operations, which can be used to cut Bergen Brunswig's tax obligations.
Bergen Brunswig, which has developed a highly automated distribution network for pharmaceuticals and electronic products with a strong position in the West and South, has seen its sales nearly quadruple since 1978 to $1.7 billion in the fiscal year ending Aug. 31. Its success has put it close to the top corporate tax bracket -- and merged with National, it could tap into $300 million in unused tax credits.
It remains to be seen how strong the new Bergen National combination may be, assuming institutional investors overcome their initial distaste for the combination.
But National has told reporters and analysts that the remaining National steel operations can be viable without a further infusion of cash from the Bergen National parent. With the help of Nippon Kokan, it should be able to finance a continuing modernization program designed to cut the production cost of its steel in half. And from the Japanese, National is counting on gaining know-how and technology to improve the quality of its steel making, an area where the Japanese are the acknowledged leaders.
National's Japanese connection may help it gain sales to the small but growing number of Japanese-owned manufacturing companies in the United States. And Love's overall gamble is that with cost-cutting, increased quality and a greater emphasis on specialized, high-quality steel products for its closest, most important customers, a smaller National can remain in the American steel market. It appears a plausible bet.