A well-established food market chain in the Tidewater area of Virginia has gone public and raised $13.5 million to pay for an acquisition and modernization program.
Open Air Markets Inc. offered the public 1.230 million shares at $11 a share while four of the principal stockholders sold 270,000 shares, earning $2.9 million. The company didn't raise quite as much money as it might have expected. The preliminary prospectus called for an offering price of $12 to $14 a share, but the deal went off at $11 a share, apparently reflecting a general decline in the prices of supermarket stocks.
On its one day of trading last week, the stock was quoted at $10.75 bid, $11 asked.
Open Air Markets, which operates 23 supermarkets and 46 convenience stores, with all but one in the Tidewater area, began life in 1939 when Wendell P. Rosso opened what he called the Open Air Fruit and Vegetable Stand in Norfolk.
In 1954, the company became Rosso and Mastracco, and then last month, with a younger generation active in the business, its name was changed to Open Air Markets Inc. The firm's supermarkets operate under the names Giant Open Air Markets and LouSmith SuperMarkets, while the convenience stores are called Tinee Giant Food Stores. There are plans to open three supermarkets and four convenience stores and to renovate three supermarkets.
The money raised in the public offering will be used, the company said, to provide the $7.5 million it paid for a 94 percent interest in LouSmith SuperMarkets, a six-store chain bought last April.
Open Air Markets, which had 1984 sales of $170.6 million, rang up $197.4 million in sales for the 1985 year ended June 2, and that includes nine weeks of LouSmith operations. If the acquisition had taken place at the beginning of Open Air's 1985 fiscal year, sales would have totaled $252.2 million, the firm said.
That would have brought the chain's earnings from $1 million (42 cents a share) in 1984 and $2.2 million in 1985 (88 cents) to $2.7 million ($1.10) in the hypothetical 1985 case. Net profits as a percent of sales were 0.6 percent in 1984 and 1.1 percent for both the real and the hypothetical 1985 years. The industry average is about 1 percent.
The four selling shareholders, who each sold 67,500 shares worth $742,500, were Vincent J. Mastracco Jr., chairman of the board; Joseph A. Vita Jr., president of the company (with his wife, Theresa M. Vita); Ronald P. Rosso, vice president of marketing; and his brother Gary W. Rosso, company secretary. Reflecting the family nature of the company, the prospectus noted that Theresa Vita is the sister of Vincent Mastracco.
Open Air Markets, which serves Norfolk, Virginia Beach, Newport News, Hampton, Portsmouth, Chesapeake and Suffolk, said it is the second-largest noncommissary retail grocery chain in a region that has a large number of Navy personnel. Open Air Markets, the company believes, has a 19 percent share of the market.
Two days after they announced their merger last week, officials of Sovran Financial and Suburban Bancorp flew to New York to tell their $12 billion story to members of the Wall Street community. Suburban was represented by Chairman Robert F. Tardio and President G. J. Manderfield, while Sovran's spokesmen were Chairman C. A. Cutchins III and President C. Coleman McGehee. The officials left analysts and investors with the impression that they were determined to blanket the Washington area and maintain their currently strong profit levels.
Under the terms of the merger, Suburban shareholders will get 2.926 shares of Sovran for each Suburban share. With Sovran selling for $25.50 a share, that made each Suburban share worth $74.61. That was 21 percent more than the $61.50 that Suburban stock was then selling for. Suburban quickly rose to $66, fell off, but then came back and ended the week at $66. Sovran dropped off, ending the week at $24.25.
It has been common for the stocks of banks involved in recent mergers to sell at about a 10 to 20 percent discount off the merger price. For one thing, there are lots of uncertainties in these deals. Approvals are needed from several agencies, and that takes lots of time. So an investor in Suburban stock, who waits for the merger price, has to consider the return he is missing while he has his funds tied up. And that assumes Sovran stock remains steady.
With some bank mergers going as high as three times book value, the Sovran-Suburban wedding set no records, despite the fact that the combined company will be the largest financial institution in the Washingon region. The deal went off at approximately twice Suburban's book value of $37.04.
For those who bought Suburban stock even a year ago, when it was about $40 a share, the buyout price of $74.61 was a nice increase of 87 percent.
Dominion Resources, the holding company for Virginia Power, North Carolina Power and West Virginia Power, has drawn a nod of approval from analyst May G. O'Leary of Scott and Stringfellow. With Dominion selling at about $29.13, on a 52-week price range of $25 to $34, O'Leary recommends the stock for investors seeking income and long-term capital appreciation. Dominion, which earned $3.46 a share last year, should earn $3.55 this year and $3.75 next, O'Leary estimates, giving the stock a current price-earnings ratio of 8.2. With an indicated dividend rate of $2.72, the stock is yielding about 9.3 percent.
Virginia Power has four nuclear units in operation and is not building any more, which O'Leary considers a plus, given the way some utility stocks have been battered in recent years by the enormous costs of nuclear facilities. The company's financing requirements will decline over the next few years, O'Leary says, and it will continue to benefit from low interest rates. Although Dominion's return on equity is 12.2 percent, below the 1984 industry average of 14.5 percent, O'Leary thinks it will improve as its operating performance improves and its financing requirements decline.
"In a financial climate characterized by limited inflation and relatively low short-term interest rates, investors are busily rearranging their financial portfolios," says Alfred P. Johnson, chief economist at the Investment Company Institute, which represents the mutual fund industry from its home on M Street in Washington. "They are buying stock, bond and income funds in near-record volume, including exceptionally large acquisitions of U.S. government and Government National Mortgage Association (Ginnie Mae) funds. Demand for these latter types of funds has been particularly strong because investors perceive them as quality credits with return higher than those available on competing financial products."
Putting words and numbers together, sales of those government funds totaled $3.5 billion in August, followed by $1.4 billion in Ginnie Mae funds and $1.2 billion in long-term municipal bond funds.
Harry J. Lister, a senior vice president of Johnston, Lemon & Co., has authored "Your Guide to IRAs and 14 Other Retirement Plans." Published by Scott, Foresman and Co., the volume offers easy-to-read explanations of the various pension plans available to employers and employes. Lister is president of the new Growth Fund of Washington and head of the older Washington Mutual Investors Fund.
James P. Cloonan, president of the American Association of Individual Investors, will ruffle some feathers in a forthcoming editorial in the October issue of the AAII Journal. Cloonan says some large mutual-fund families are like racetrack touts, who try to persuade a series of gullible bettors each to bet on a different horse and then split their winnings with the tout. The families have a different fund for every investment strategy and for every economic sector, he says, and thus inevitably wind up a top-ranked fund and a bottom-ranked fund. But they promote only their leading funds. "It's a strategy that offers the company a no-lose proposition," Cloonan says, "because their investors will generally move their money within the family, if they become dissatisfied with one fund, rather than take their money out entirely."