Before T. Boone Pickens Jr. and Carl Icahn, there was Victor Posner.
For the better part of two decades, the wily Posner has been the premier raider of corporate America, gaining control of 40 companies and striking fear into the hearts of managements of dozens of others.
Wheeling and dealing on a grand scale, the reclusive 66-year-old Miami Beach-based financier has created an empire with assets worth billions and interests in countless fields, from steel to soda pop to cable television.
But for all their varied lines of business, Posner's companies all seem to specialize in one thing: buying other companies. That characteristic has allowed Posner to assemble an interlocking network of companies so complicated and interwoven that no one, save for the man at its nexus, may really know just what Posner owns.
Over the years, Posner has survived lawsuits, Securities and Exchange Commission investigations and myriad questions about his tactics, amassing a personal fortune estimated at at least $1 billion. His companies pay him millions of dollars in salary annually.
But now, cracks are beginning to show in Victor Posner's empire. One of the companies he controls, building materials and retailing giant Evans Products Co., filed for Chapter 11 bankruptcy protection earlier this month.
Another company even more central to Posner's operations, Sharon Steel Corp., missed a $23 million payment of interest on some of its debentures earlier this month, and will be in default -- possibly a precursor to bankruptcy -- if it cannot make the payment by Monday. Still other Posner companies are also said to be behind on the payments on the huge loans he takes out to fund additions to his collection of corporations. Accountants Arthur Andersen & Co. have said they will issue "qualified" audits of Sharon Steel and its corporate parent, NVF Co., because of the financial difficulties.
Uncharacteristically, Posner also recently allowed himself to be chased out of one of his corporate investments, agreeing two weeks ago to sell NVF's 38 percent stake in National Can Corp. after his longstanding attempt to take over the company fell through. His capitulation raised speculation that Posner planned to use the $160 million proceeds of the sale of National Can's stock to bail out Sharon Steel or another troubled investment.
And Posner's problems range beyond his investments. He is to go on trial later this spring on charges that he evaded income taxes by getting a real estate broker to inflate the appraised value of some land Posner donated in the late 1970s to a small Florida College. The appraiser has already been convicted in the case. Posner has pleaded innocent.
Posner, who rarely speaks to the press, declined to be interviewed for this story. But Renee Mottram, a senior vice president of Sharon Steel and an executive at several other Posner companies, including Evans Products, denied that there is anything fundamentally wrong with Posner's empire. She said Sharon's difficulties represented "a temporary liquidity problem" that may or may not be cured using the money from the National Can stock sale, while Evans Products' bankruptcy filing reflected internal problems exclusive to that firm. "We feel that the Evans situation is an isolated incident and one that does not reflect on the entire Posner empire," Mottram said.
Still, the sudden spate of problems at Posner's companies has stirred speculation in financial circles that something is very wrong. Since his holdings interlock, problems in one would seem to ripple through others, analysts believe.
Posner's current difficulties certainly spoil his once-amazing record for spotting undervalued stocks and riding them to new highs -- a knack that led him to boast to the Wall Street Journal a few years ago, "I'm never wrong. I have a 100 percent success record."
The Posner empire is run from high-rise offices on fashionable Collins Avenue in Miami Beach -- "When you leave Miami Beach, you go nowhere," Posner once said. But Posner's fortune has its origins in Baltimore, where he was born and raised and still owns a considerable amount of real estate.
Posner made his first million in his early 20s building low-cost housing in Baltimore, and he immediately began compounding his earnings with a series of real estate transactions. But he hit the big time a few years ago when he switched from real estate to stalking big companies.
Posner's modus operandi was simple, and since emulated by Pickens, Icahn and other raiders: Find a company whose underlying assets seem to be far more valuable than its stock price, buy a chunk of stock, and wait for the market to realize the same values.
More often than not, Posner has helped things along by grabbing control of the company, either by buying a majority stake or by using the leverage of a large minority stake to replace management with his own team. Frequently, the new management includes Posner himself and one or more members of his family. Son Steven, for instance, is a top official of virtually every company Posner controls.
By all accounts, Posner spends virtually every waking hour tending to his empire. "I am not someone who goes to ballgames, vacations or nothing else," he said in testimony in a lawsuit three years ago.
The central Posner operation is a company called Security Management Corp., which is owned by Posner, members of his family, and various family trusts. Security Management, in turn, owns 40 percent of NVF Co., one of Posner's favorite investment vehicles. NVF owns the block of National Can stock and owns 85.6 percent of Sharon Steel, which holds stakes in still more companies, including Evans Products and Burnup & Sims Inc. a cable-television equipment and service company. Posner's other holdings are equally tangled, making them difficult to trace.
For most of his career, Posner's track record has been just about as successful as he has boasted. Although the web of Posner investments makes it tough to trace just how successful he has been, it is generally agreed on Wall Street that Posner has, over the years, been one of the investment world's shrewdest stock pickers.
Posner himself claimed two years ago that over an eight-month period beginning in July 1982 his investments had increased in value by 80 percent. But that statement hid some of the occasional problem investments that even the most successful investors make from time to time.
Perhaps the most glaring, as it turns out, is Evans Products. The Oregon-based building-products outfit was already in trouble when Sharon Steel bought into it in 1981. Such turnaround situations are where Posner usually shines -- after all, Sharon Steel was in poor shape when he bought it in 1968 and began rebuilding it.
But Posner apparently could not work his magic on Evans. It continued to lose money, and in its filing for bankruptcy protection March 12, Evans said it had $445.2 million in debts against $212.1 million in assets. On paper, Posner has lost more than $140 million on Sharon's 43 percent stake of Evans stock.
Although Mottram insists that there is no connection between the Evans debacle and Sharon Steel's woes, some of Sharon's subordinated notes are secured by Sharon's holdings of Evans shares -- collateral now worth far less because of the plunge in Evans stock.
The collateralization of Sharon's notes by Evans stock is the subject of a lawsuit in Chicago. Sharon Steel replaced the notes' original collateral, a block of stock in financially healthy Johnson Controls Inc., with the Evans stock. Now United States Trust Co. of New York, trustee for the notes, is charging Continental Illinois National Bank & Trust Co., the collateral trustee for the notes, with "willful misconduct or gross negligence" for allowing the substitition..
That dispute is apparently unrelated to Sharon's problems with its 13 1/2 percent debentures, on which it missed the $23 million interest payment March 1. Sharon Steel officials have said they will be able to make up the interest payment by selling assets, although they have declined to give details.
The payment could be covered by the pending sale of Sharon's National Can stock. Through NVF Co., Posner has owned National Can shares for several years, and a year ago entered into a friendly agreement with that company's management to take over National Can. But the deal fell through earlier this year, and the relationship between Posner and National Can became acrimonious. National Can has filed suit in Delaware charging that Posner sought to take over the company "in order to stabilize" his "eroding" empire.
Mottram said it has not yet been decided what to do with the money from the sale of the National Can stock. In any case, that deal might be completed too late to help Sharon Steel.
National Can's pique at Posner's actions follows a long-running chronicle of legal attacks on the financier by companies in which he has taken an interest. In one such case, filed in federal court in Miami four years ago and still pending, Burnup & Sims is trying to stop Posner from expanding on his 36 percent stake in the company. Burnup & Sims charges that Posner wanted to acquire it to reduce competition in the cable-television hook-up market in the Southeast between Burnup & Sims and another Posner company, Southeastern Public Service Co. Posner has denied the charges.
Posner's legal problems have also come from the government. The Securities and Exchange Commission has investigated him several times in the past few years. As the result of one of the investigations, Sharon Steel agreed to stop using money from its pension fund to take over other companies. Posner signed another consent order in 1977 in which he, members of his family and other associates agreed to repay Sharon Steel, NVF and some of his other holdings $600,000 for personal use of company yachts, planes, cars, lodging and other perks. Posner has adamantly denied all of the SEC's charges over the years and said he agreed to the consent orders only on the advice of his lawyers.
Posner has been unable to settle another federal case -- the one that charges him with tax fraud. The Internal Revenue Service charges that Posner used the false appraisal of 22 acres of land donated to Miami Christian College to take charitable deductions during the late 1970s that allowed him to evade $1.2 million in income taxes. Posner was indicted by a grand jury on the charges in 1982; the case is scheduled to finally come to trial in May.
By then, perhaps, it will be known whether Posner's financial problems are as serious as they seem or as trivial as his spokesmen insist, and whether or not Posner is as good a manager of the empire he has built as he was at assembling it in the first place.
"I happen to be a capitalistic operator who owns a great portion of every one of his companies," Posner said in 1982 testimony in the Burnup & Sims lawsuit. "That's why the stockholders benefit from it, because I can only do good for the stockholders by doing good for myself. Period."