Safeway Stores Inc. yesterday revealed that it plans to set aside $17.5 million for "golden parachutes," or severance payments, to its executives in case a merger occurs with Dart Group Corp., the Landover holding company owned by the Herbert H. Haft family.
In documents filed with the Securities and Exchange Commission, Safeway indicated that on Tuesday its board of directors had ruled that Dart's latest $3.9 billion bid for the world's largest supermarket chain constituted a "potential change in control."
As a result, the board said the company needed to be ready to implement the lucrative severance agreements -- often labeled "golden parachutes" -- adopted earlier this year.
Under Safeway's contracts, the severance pay for its chief executives would equal three times an executive's annual average salary over the past five years.
"Accordingly, . . . the company will seek a letter of credit in the amount of $17.5 million," Safeway said.
Safeway declined to comment further on its announcement Tuesday that it was considering alternatives to a merger with Dart.
Dart has proposed to pay $64 a share for each of Safeway's outstanding 61.1 million shares if Safeway's board approves a friendly merger.
Although Safeway authorized its board of directors to meet with Dart representatives -- the first time such a meeting was authorized since the takeover was launched in June -- the chain said it also had met with a "third party" about a possible leveraged buyout.
Under a leveraged buyout, the company's public shares would be purchased by a private concern -- possibly including members of Safeway's current management. To finance the buyout, some of Safeway's assets probably would have to be sold.
Safeway declined to name the third party, but Wall Street officials and food industry sources have said possible candidates included investment houses that have become increasingly involved in financing such deals.
Additionally, yesterday, John W. Kluge, the billionaire chairman of Metromedia Inc., surfaced as a possible candidate to oversee and finance a leveraged buyout.
Kluge, a 71-year-old former food broker, engineered at Metromedia one of the biggest and most successful leveraged buyouts on Wall Street.
Industry noted that Kluge not only has the money but also has the expertise to complete such a deal.
In 1984, Kluge undertook one of the then-largest leveraged buyouts by persuading shareholders of his Metromedia to sell the firm to his group of private investors for $1.6 billion. Since then, little by little, Kluge's group of investors has sold or made plans to sell the company's major assets for more than $4.6 billion -- reflecting a view on Wall Street that a company's parts are often worth more than its whole.
Kluge himself is estimated to be worth $2.5 billion. Much of his original fortune was made as a manufacturer and distributor of Fritos and Cheetos in New England and as a cofounder of a Baltimore/Washington area food brokerage firm that now operates under the name Kluge, Finkelstein & Co.
Nonetheless, people who know Kluge doubt that he would be interested in Safeway because it is a very low-margin operation. Historically, Kluge goes after companies with great profit potential.
Safeway's stock remained unchanged yesterday, at $60.62 1/2, even though 5 million shares were exchanged.