To earn extra money during college, Herbert H. Haft became an avid card player, specializing in bridge. "It sharpens your skill because everything adds up to numbers," he recalled recently.
Haft has been adding up numbers ever since, building a multimillion-dollar retailing empire from a single drugstore set up in Adams Morgan 32 years ago.
Today, Haft still is hoping for a grand slam, bidding $3.9 billion to buy Safeway Stores Inc., the world's largest supermarket chain.
Safeway has made it clear that it is seeking alternatives to Dart Group Inc.'s bid.
If Haft plays his hand successfully, the takeover could bring one of Washington's best-known retailing families into a whole new game.
Although Haft has become a multimillionaire merchant by building chains of drugstores, book stores and auto parts outlets, he remains a big fish with only a few ponds to swim in. Winning the bid for Safeway would give him a business that operates not merely from coast to coast, but overseas as well, with 2,365 stores here and abroad.
Haft would be swallowing a company with sales 80 times greater than those of Crown Books and Trak Auto, the two companies the Haft family still controls after selling its Dart Drug stores. The leap from running companies with yearly sales of $235 million to commanding Safeway's $19.6 billion business is so ambitious that it has raised many questions about the Haft family's ability to pull it off.
Many of these questions have been raised by Safeway itself. In a lawsuit filed last month to block the takeover threat, Safeway accused Herbert Haft and his family of illegally manipulating the stock market for their personal gain.
The Hafts called Safeway's lawsuit "frivolous, totally without merit," and are seeking the suit's dismissal.
The lawsuit accuses the Hafts of buying stock in companies, then leaking rumors that they are planning to try a takeover in hopes that the stock will increase in value.
Safeway also claimed the Hafts ran Dart, Trak Auto and Crown Books for their personal gain rather than the best interest of the shareholders. The lawsuit objected to the million-dollar salaries, bonuses and stock options given to Haft and his 33-year-old son Robert.
Herbert Haft is chairman and Robert president of Trak, Crown and Dart Group, the family holding company formed after the 73 Dart Drug stores were sold.
In those capacities, the two executives earned $5.5 million each in salaries and bonuses in the fiscal year that ended Jan. 31, 1985, thanks in large part to the financial benefits derived from the $160 million sale of the drugstore chain. They also shared another $11.2 million in profits from stock options, Dart financial reports show.
In the latest fiscal year, the father and son's combined salaries and bonuses dropped to $1,054,285. Gloria Haft -- Herbert's wife and Robert's mother -- took home $169,240 as a vice president and board member.
The family businesses also paid the Hafts another $4,785,000 in rents last year for real estate owned by private family corporations and leased to the three public companies. Much of the property is owned and operated by Combined Properties Limited Partnership, a Haft family firm run by Herbert's youngest son Ronald. Combined owns about two dozen shopping centers throughout the Washington area, most of them anchored by a Dart, Trak or Crown store, if not all three. Such real estate arrangements are not unique to the Hafts. Hechinger Co. and Luskin's Inc. also rent stores owned by the family that runs the chain. Safeway's self-serving criticism of the Hafts is not the only doubt the family faces. Wall Street analysts who have monitored the Hafts' business ventures over the years also have recently raised questions about their ability to run a company as big as Safeway. The chief reason for the lack of confidence is the Hafts' near-legendary penchant for privacy, their refusal to talk about their business with the newspapers, the trade press, the Wall Street researchers or even their own stockholders.
"They have run the business as a private concern," commented one major investor. "They don't care about the public and refuse to return phone calls, even to major stockholders," he said, noting that he finally bailed out of some Haft companies at a loss because "they wouldn't answer anything I wanted to know."
Recently, Herbert Haft declined to answer questions from shareholders at a Trak Auto annual meeting and abruptly declared the meeting over just six minutes after it began.
There was a time -- about 10 years ago -- when the Hafts did talk to the press, recalled Eliot H. Benson, research director of Ferris & Co. Inc. "However, one year Dart had a very disastrous year that took the financial community by surprise. After that it became very difficult to talk with them." One day, Benson remembered, he called Dart's corporate office to get some financial information. The corporate treasurer answered, Benson said, and politely said "just a minute" and put the phone down. "He never returned."
Another time, Benson said, a man with a voice that sounded like Herbert Haft's answered the phone. "I asked for Herbert and there was silence. I asked again whether he was there. After a long pause, the man said, 'We don't know.' "
Kenneth M. Gassman, a retailing analyst with Wheat, First Securities Inc., encountered rejection a few years later when he tried to get an interview with the Hafts. Gassman had recently made some negative comments about one of the Hafts' companies that appeared in the press. Nonetheless, he said, he still managed to get an appointment for a telephone interview. "I called at the appointed hour and they said they had no idea who I was. To me, it was clear that because I made some comments they didn't like, they wouldn't talk."
Despite such complaints, there are many business executives who have dealt with the Hafts over the years who remain confident about the Hafts' ability to own and operate Safeway.
"They are very, very smart people," said Steve Dimond, president of Eastern Drug Sales, a supplier who had dealt with the Hafts "for a long time. . . . They are very good business people. After all, they built Dart from one drugstore into what it is now" -- a holding company with $535 million in assets.
"They are astute, to say the least, as money managers. Whatever they do with Safeway, I guarantee you they would make money at it," Dimond said.
Added another supplier who declined to be named, "I don't think the Hafts would have a problem with Safeway. When they set their mind to it, they can do anything they want."
Robert and Herbert are "a dynamic duo," noted Daniel J. Good, who worked with the Hafts when he was head of the merger and acquisition division of E. F. Hutton Group Inc. "They are more than just a father and son team," said Good, who has moved to Shearson Lehman Brothers Inc. "They are a good partnership. Herbert provides the worldly experience; Bobby, the energy, drive and creativity. . . . They are very decisive when they decide to do something. They go ahead and do it," unlike many slow-moving corporations.
Herbert's transformation from pharmacist to financier is the result of his early acceptance of a philosophy that has transformed American retailing since World War II -- discounting.
Back in the early '50s, when other drugstores were buying vitamins for $6 a bottle and selling them for $10, Haft decided he could make more money by buying in bulk for $4.50 and selling for $4.99. People lined up to prove him right, and the result is a history of both the family fortune and the retail business.
The Hafts' reticence toward the media has never extended to advertising. The various Haft enterprises add up to one of the half-dozen biggest advertising budgets in the Washington area. Just as his father heavily promoted his drug discounts, Robert has become famous as the man who says, "If you paid full price, you didn't buy it at Crown Books."
Yet, the Trak Auto and Crown chains have not done as well as investors had initially hoped see separate story , in large part because of the intense competition both chains have run into when they expanded out of Washington into Chicago and California.
Profits continue to grow at the seven-year-old Crown, but have slowed since shortly after the company sold stock to the public in 1983. Between fiscal years 1983 and 1984, profits for the company, whose fiscal year ends Jan. 31, more than doubled from $2.3 million to $4.9 million. The next year, profits increased by 33 percent to $6.5 million. Last year, however, earnings climbed by only 3 percent to $6.7 million. Crown's profit margins have grown from just under 4 percent in 1982 and 1983 to 5.6 percent in the last three years.
But the bottom line has gone down at Trak Auto, which last year reported its lowest profits in five years -- earning $797,000 on sales of $97.8 million. In 1983 -- the year the company first sold stock to the public -- profits totaled $4 million on sales of $45.8 million. Since that time, the company's profit margins have declined steeply. Profits amounted to 8.8 percent of sales in fiscal 1983; slipped to 7.8 percent in 1984, then fell to 4.4 percent in 1985 and plunged to less than 1 percent in fiscal 1986, which ended last January.
The bulk of Trak Auto's problems stem from its California operations, where losses have totaled more than $22 million in four years.
In partnership with a West Coast drug chain, Trak opened 60 stores, "which gave them a major presence" in the Los Angeles market, noted Benjamin Strauss, chairman of a competitor, Pep Boys -- Manny, Moe & Jack. "The difficulty was getting qualified help with that many stores. This business is not a McDonald's. You just can't step up and order four hamburgers. You need help. And paying minimum wage, Trak had difficulty attracting people."
Additionally, Strauss said, until recently, Trak had a "very poor return policy. It didn't have one," so customers who found they bought the wrong item or a broken one couldn't return it.
Like Trak Auto, Dart and Crown are also known for their limited service and decor. Crown Books, for example, refuses to take special orders for books, a standard practice for conventional book sellers.
Similarly, when the Hafts ran the drugstores, they also didn't accept returned merchandise. Their stores were frequently criticized by other drugstore executives for having chronically understocked shelves, with many of the weekly promotional goods out of stock. Industry executives also noted that as the Hafts spent an increasing amount of their time on Crown and Trak Auto, the drugstores suffered: The decor was out of date, and the stores needed repairs and a good scrub.
The Hafts are known for running a very lean organization. Outside of a handful of longtime executives, the Hafts "have not been able to develop people or keep people," noted one longtime Dart watcher who declined to be named. "Herbert plays it very close to the vest, making it difficult for other people to break into the group and stay in the management team," he added.
The Hafts' team may be small, but it maintains complete control of Dart Group and holds a tight rein over Trak and Crown as well.
Although Dart is a publicly held company, with 1.6 million shares of stock outstanding, there are another 303,000 shares of Class B stock owned entirely by the Haft family. Those holding the Class B shares are the only ones allowed to vote in corporate elections. Restricting the participation of public shareholders is a practice common among local family-founded companies, including Hechinger's, The Washington Post Co. and Giant Food.
To maintain family control, an agreement signed in April 1985 provides that none of the Hafts can transfer their stock without "prior written consent of all the other Hafts." Additionally, if any of the Hafts die, only the other Hafts can purchase their shares.
Through Dart Group, the Hafts also control Trak Auto and Crown, with Dart holding 66 percent of Trak Auto stock and 52.4 percent of Crown shares.
The Hafts' control over their nominally public companies has been a continuing source of controversy, repeated again in a lawsuit filed by a group of employes over stock options.
When the Dart Drug stores were sold in 1984, Robert and Herbert Haft were able to exercise options that allowed them to buy stock worth $100 a share for $20 apiece. The stock option price dropped from $82.50 to $20 because Dart's board, controlled by the Hafts, decided the sale was a "major business change." The difference betweeen the market price and exercise price amounted to a $11,150,000 gain for the Hafts, according to documents filed with the Securities and Exchange Commission.
Although the Hafts' own options benefited from the sale of the drugstores, the longtime store employes -- the store managers and pharmacists -- did not fare so well, according to the lawsuit filed in U.S. District Court in Alexandria.
For these employes, the Dart board ruled that the sale did not represent a "substantial" spinoff of the company's assets because Dart still owned major chunks of Trak Auto and Crown. Dart declined to allow employes to take advantage of their options early, causing the workers to lose a potential $2 million profit, according to David Rosenblum, the attorney representing the employes.
Dart's decision was upheld by U.S. District Judge Claude M. Hilton. The employes are now appealing that ruling.
Since selling their drugstores, the Hafts have tried twice to buy another major retailer. They have failed both times, but made millions of dollars in the process.
First they pursued May Department Stores Co., the nation's third-largest department-store operator, which owns the local Hecht Co. chain. Then they sought the nation's second-largest drugstore chain, Jack Eckerd Corp.
In the case of May, Dart announced in early 1985 that it had purchased 824,000 shares -- or 2 percent of the company -- for $33.2 million. May resisted Dart by arranging a real estate deal that would have made an unfriendly takeover difficult. Dart sold its stock in March and made a $1.4 million profit.
Similarly, Dart announced in June 1985 that it had acquired about 5 percent of Eckerd stock for $46.5 million. The report sent Eckerd stock soaring and set off that company's defenses. To get rid of the Hafts, Eckerd agreed to pay them $29.50 a share for stock purchased for an average of $24.70 per share. The deal gave Dart a $9 million profit and an additional $1 million to cover its expenses.
It was these stock profits that were cited by Safeway in its lawsuit charging the Hafts with trying to manipulate stocks.
When the Hafts first announced they had bought 5.9 percent of Safeway, many Wall Street analysts and Safeway itself speculated that the Hafts merely wanted to make the same kind of profits that they had earned in the other two deals.
After the Hafts made a $58 bid and then raised it to $64 a share last week, people began to believe their offer was for real.
"I'm sure they are serious," said a former Dart executive. "One of Herbert's missions in life is to get Bobby into the main area, the mainstream of retailing and out of the regional chain store scenario. Herbert would have always liked to be a head of a national chain."