General Foods Corp.'s senior management may be planning to buy the company, as one possible response to an unsolicited takeover offer made earlier this week, financial analysts said yesterday.
Executives of the consumer products powerhouse refused yesterday to comment on reports of a possible management buyout or to identify the company that made an offer for General Foods on Tuesday, leaving Wall Street analysts to speculate about what the next move will be.
Wall Street investment specialists said the same qualities that make General Foods an attractive takeover target would make it easy for management to finance a leveraged buyout. In a leveraged buyout, a company is acquired largely with borrowed funds that are repaid from the company's future profits or through the sale of its assets.
General Foods "has a lot of assets, profits and cash," said Clinton O. Mayer III, an analyst with Bear, Stearns & Co. "Someone else may think that if it were run differently, it could earn more . . . and if management resists, it could attempt a leveraged buyout to protect its independence."
General Foods, based in White Plains, N.Y., earned $324.9 million on sales of $9 billion last year, making it the largest food company in the country. Seventy-five percent of its sales are from brands that hold the No. 1 position in their markets, including such brand names as Jell-O, Post cereals, Maxwell House, Sanka, Yuban, Kool-Aid, Birds-Eye and Oscar Mayer.
The company "has very stable earning power and generates lots of cash," Mayer said. "It's as close to an annuity as anything."
Rumors of a possible leveraged buyout were fueled yesterday by reports that Shearson Lehman Brothers had put General Foods on its restricted list, which often means that an investment banking firm will not issue an opinion on a stock because of a possible conflict of interest. Dow Jones News Service reported that General Foods has traditionally used Lehman Brothers as its investment banker; Peter G. Peterson, a former co-chairman of Lehman Brothers, is on General Foods' board of directors.
Philip Morris Inc. refused to comment on speculation that it had submitted the unsolicited bid. Philip Morris, best known for Marlboro cigarettes, said earlier this year that it would consider acquiring a large company "consistent with its management strengths." Philip Morris, based in New York City, owns Seven-Up Co. and Miller Brewing Co., but derives about 90 percent of its profits from tobacco products.
Philip Morris would not comment on reports that Citibank is putting together a $6 billion line of credit for the tobacco company.
Other companies mentioned as possible bidders include Nestle S.A., the Swiss food company that has made three U.S. acquisitions this year, and Unilever N.V., the Anglo-Dutch conglomerate.
General Foods, born in 1895 as Postum Cereal Co. in Battle Creek, Mich., has been mentioned as a possible takeover target following a series of food industry mergers recently. Earlier this year, Unilever acquired Carnation Co. for $2.9 billion, R. J. Reynolds Industries Inc. bought Nabisco Brands Inc. for $4.9 billion, and last year Beatrice Cos. Inc. purchased Esmark Inc. for $2.7 billion.
Analysts guessed that General Foods, with 47 million shares outstanding, may have been offered $100 to $120 per share, which would be worth $4.7 billion to $5.5 billion, and one analyst estimated its breakup value at $135 per share, or $6.3 billion.
General Foods' stock closed yesterday at 106 3/4, up 5 1/4, on trading of 4.4 million shares. The stock had shot up 16 5/8 to a closing price of $101.50 after the unsolicited bid was announced Tuesday.
Food industry giants have been gobbling up other food companies to enter new markets, create economies of scale and reap the benefits of combined marketing and distribution networks.
Food companies also are attractive to companies outside the industry because they generate large amounts of cash and perform well through economic downturns, Mayer said.
One key to success in the industry is to have well-known brands, which makes it difficult for new firms to break into the market. Acquiring a company such as General Foods is the quickest means of entry.
General Foods has top brand names, an established distribution network and more than three decades of advertising behind its recently redesigned label.
The company's weakness may be its management, which has presided over a record of poor earnings growth, some analysts said. Net earnings from operations declined 4.5 percent in the fiscal year ended March 31, while total net earnings increased 2.5 percent.
The company blamed its fiscal 1985 earnings on the strength of the dollar, the generally poor performance of its powdered beverage products and the cost structure of its Oscar Mayer red meat operations.
"Other management may feel it could retain the company's number one position, while cutting down on some costs," said William Maguire, an analyst with Merrill Lynch & Co.
Lackluster earnings growth is partly the result of competing primarily in "mature markets," in which a few established companies vie for shares of a market that is no longer growing, some analysts said.
The company, however, recently completed a five-year restructuring and now generates more than 30 percent of its sales from businesses it was not in five years ago.
Among the many new products General Foods has introduced recently, Crystal Light, a powdered beverage line, produced sales of $150 million in its first year of national distribution. Frozen Jell-O pops and other frozen novelties are now a $140 million business and may double in the next two years, the company said.