Shearson Lehman Bros. merger chief Stephen Waters believes that when he goes to London later this month to speak at a financial conference, the most crowded session will be his primer on how to pursue a hostile takeover -- American style.

The session's popularity is just one sign of a recent surge in curiousity and activity by foreign companies tempted by the prospect of acquiring U.S. corporations.

The increasing globalization of consumer and industrial markets, the desire to buy a stake in the relatively robust U.S. economy, and, more recently, the decline of the dollar have combined to ignite a new acquisitiveness in the United States by some of the largest multinational corporations from abroad.

The surprise is "the dimensions of interest," said Jeffrey Rosen, head of international mergers and acquisitions at First Boston Corp. "It is no longer confined to $25 million-to-$50 million deals or, at the outside, $200 million deals.

"What we are seeing is significant interest in very large acquisitions across a broad spectrum of industries and much greater U.S.-style sophistication in terms of acquisition techniques. People are no longer afraid of a deal that may require a more aggressive approach to get the deal done."

"It's brutal, blunt, direct and fast," said Citicorp mergers and acquistions specialist Kamal Mustafa, referring to the effect of U.S. takeover tactics adopted by foreign companies. "It's got all the efficiencies associated with a lack of tact."

Mustafa and Rosen point to last year's $2.9 billion takeover of Carnation Co. by Switzerland's giant Nestle Co. Inc. as the "watershed" acquisition that sparked the multibillion-dollar takeover-bid boom. They also cite Dutch-British conglomerate Unilever's bid for Richardson-Vicks Inc. and London-based Hanson Trust PLC's bid for SCM Corp. this year as examples of foreign companies willing to risk hostile-takeover bids.

Part of this new aggressiveness is directly attributable to the frenetic pace of domestic U.S. merger and acquisition activity.

If foreign companies were to delay, "most of the big deals would be gone," according to Citicorp's Mustafa. "These companies want to buy the No. 1, 2 or 3 American companies in their industries -- if they buy Nos. 4, 5 or 6, they might not get anywhere."

For example, Unilever, eager to expand its consumer-products presence in the United States, has not given up after failing in its bid to acquire Richardson -- Vicks Inc. Even though Unilever's bid for Vicks led to the sale of the company to Procter & Gamble Co. -- Unilever's biggest competitor -- Unilever spokesman Humphrey Sullivan said last week that the company is looking for another U.S. acquisition target.

Consequently, foreign companies now are working with U.S. investment bankers to assure that they have a crack at premium American companies. Citicorp said that it has doubled the number of its international mergers and acquisitions specialists over the past year. Goldman, Sachs & Co. has moved international merger specialists from New York to London. First Boston said it will "significantly increase" the number of professionals it has working on international deals.

The specialists stress that corporate strategies, not favorable exchange rates, are the motivating force behind most major acquisitions.

"The real point is that exchange rates are not driving this activity," First Boston's Rosen said. "It is much more fundamental than that. I was in England for a couple of days this week, and we asked British companies what effect the weaker dollar would have on their acquisition strategy. The consistent response was, 'It's merely the icing on the cake, and we're hungry for the cake.' "

"I don't feel the strength and weakness of the dollar has any major impact," said Michael Henning, managing partner of Ernst & Whinney in New York. "As Foreign Firms Eye U.S. for Acquisitions Activity Attracting Big Multinationals By Michael Schrage and David A. Vise Washington Post Staff Writers

Shearson Lehman Bros. merger chief Stephen Waters believes that when he goes to London later this month to speak at a financial conference, the most crowded session will be his primer on how to pursue a hostile takeover -- American style.

The session's popularity is just one sign of a recent surge in curiousity and activity by foreign companies tempted by the prospect of acquiring U.S. corporations.

The increasing globalization of consumer and industrial markets, the desire to buy a stake in the relatively robust U.S. economy, and, more recently, the decline of the dollar have combined to ignite a new acquisitiveness in the United States by some of the largest multinational corporations from abroad.

The surprise is "the dimensions of interest," said Jeffrey Rosen, head of international mergers and acquisitions at First Boston Corp. "It is no longer confined to $25 million-to-$50 million deals or, at the outside, $200 million deals.

"What we are seeing is significant interest in very large acquisitions across a broad spectrum of industries and much greater U.S.-style sophistication in terms of acquisition techniques. People are no longer afraid of a deal that may require a more aggressive approach to get the deal done."

"It's brutal, blunt, direct and fast," said Citicorp mergers and acquistions specialist Kamal Mustafa, referring to the effect of U.S. takeover tactics adopted by foreign companies. "It's got all the efficiencies associated with a lack of tact."

Mustafa and Rosen point to last year's $2.9 billion takeover of Carnation Co. by Switzerland's giant Nestle Co. Inc. as the "watershed" acquisition that sparked the multibillion-dollar takeover-bid boom. They also cite Dutch-British conglomerate Unilever's bid for Richardson-Vicks Inc. and London-based Hanson Trust PLC's bid for SCM Corp. this year as examples of foreign companies willing to risk hostile-takeover bids.

Part of this new aggressiveness is directly attributable to the frenetic pace of domestic U.S. merger and acquisition activity.

If foreign companies were to delay, "most of the big deals would be gone," according to Citicorp's Mustafa. "These companies want to buy the No. 1, 2 or 3 American companies in their industries -- if they buy Nos. 4, 5 or 6, they might not get anywhere."

For example, Unilever, eager to expand its consumer-products presence in the United States, has not given up after failing in its bid to acquire Richardson -- Vicks Inc. Even though Unilever's bid for Vicks led to the sale of the company to Procter & Gamble Co. -- Unilever's biggest competitor -- Unilever spokesman Humphrey Sullivan said last week that the company is looking for another U.S. acquisition target.

Consequently, foreign companies now are working with U.S. investment bankers to assure that they have a crack at premium American companies. Citicorp said that it has doubled the number of its international mergers and acquisitions specialists over the past year. Goldman, Sachs & Co. has moved international merger specialists from New York to London. First Boston said it will "significantly increase" the number of professionals it has working on international deals.

The specialists stress that corporate strategies, not favorable exchange rates, are the motivating force behind most major acquisitions.

"The real point is that exchange rates are not driving this activity," First Boston's Rosen said. "It is much more fundamental than that. I was in England for a couple of days this week, and we asked British companies what effect the weaker dollar would have on their acquisition strategy. The consistent response was, 'It's merely the icing on the cake, and we're hungry for the cake.' "

"I don't feel the strength and weakness of the dollar has any major impact," said Michael Henning, managing partner of Ernst & Whinney in New York. "As long as foreign companies borrow in dollars to make the acquisition in dollars, they are hedged."

However, venture capitalist Frederick Adler, a financier who specializes in leveraged buyouts, stated, "A European technology executive from a $1 billion-a-year company commented to me that, since the drop in the dollar, their interest has increased. We've seen a pick-up in interest and it's a logical pick-up."

Increased interest has been especially noticeable in high technology, a segment that has attracted foreign companies, even though it is undergoing a major shakeout.

"The cheaper dollar has to make it easier for foreign companies to come in," said Gilbert Mintz, a partner at Broadview Associates, which is a broker for mergers and acquisitions in the data-processing-services industry. "The cheaper price for American technology is going to spur a brisk round of foreign acquisitions here in America. It will be interesting to see what their impact will be on American software firms. We've seen interest from a number of foreign firms -- Thorn EMI, Olivetti, Reuters, Pergamon . . . .

"The major area of aggressive interest seems to be Great Britain, and there's also interest from France. I think it's just a matter of time before the Japanese get their act a little bit more together."

British companies led foreign activity last year with 50 major deals in industries ranging from retail to oil to industrial products, according to Mergers & Acquisitions magazine. Canadian and Japanese companies were the next most active.

But a key difference recently has been the size of deals -- Royal Dutch Shell's $5.4 billion acquisition of Shell Oil, Broken Hill Proprietary Co. of Australia's $2.4 billion acquisition of General Electric Co.'s Utah International Co. and Hanson Trust's $487.6 million acquisition of U.S. Industries Inc.

Several Japanese companies -- such as computer giant Fujitsu Ltd. and ballbearing manufacturer Minebea Co. Ltd. -- already have shown a willingness to come into the United States by taking over U.S. firms. Fujitsu's stake in the Amdahl computer company and Minnebea's recent acquisition of New Hampshire Ball Bearings Inc. reflect Japanese desires to establish equity positions in U.S. companies that have a good technology and distribution base.

"An American company is good for ideas, development capabilities and marketing," said Takami Takahashi, Minebea's president. "We're much better at the production."

"We are looking at companies for the Japanese," said Citicorp's Mustafa. "They are starting to fine-tune their critieria for acquisitions. While there are no hostile acquisitions yet, one of them will come in on a public issue and win a bidding war, and there is a certain tendency to follow the leader in Japan, so that would mean more hostile-acquisition activity."

While some merger experts believe that hostile takeover bids by such foreign companies as Unilever and Hanson are the beginning of a round of aggressive foreign takeover attempts, Sir Gordon White, who directs Hanson's U.S. activities, said last week that he thinks just the opposite is true. White said that his company's controversial fight for control of SCM Corp. is exposing unfair and complex antitakeover tactics used by U.S. corporations, which will discourage future hostile takeover bids by foreigners.

"The feedback I'm getting from Great Britain and France is that they are horrified," White said last week. "They cannot understand how companies in the U.S. are allowed to put in restrictions that take power away from shareholders. In Britain, the shareholders get the best deal. I don't see other foreign companies coming over. They cannot understand these tactics. I can't imagine French or Italian companies getting involved in a takeover attempt in which aggressive antitakeover tactics are used . They don't even speak the same language. They'd end up jumping off the Empire State Building."

Ironically, merger and acquisition battles between American firms also may spark new foreign acquisitions, Mustafa said.

"In the U.S., one of the few defenses that exist against hostile takeovers is the white knight," or friendly company, he said. "However, American white knights often change color overnight to gray or black" to pursue their own ends, according to Mustafa. As a multinational corporation itself, Citicorp has been collecting a stable of foreign companies to act as potential white knights to rescue beleaguered American takeover targets. "The foreign white knight doesn't change color that fast," he said.