Anybody who knows anything about the traps that await the unwary on Wall Street knows that to avoid disaster, you should follow these three rules. Don't do big home repair jobs when the hardware stores are closed. Don't spit into the wind. And never, never, never become Meshulam Riklis's junior partner.
There may be exceptions to rules one and two. But rule three is ironclad.
Most of the people who recognize Riklis's name know him from the gossip pages, where he is portrayed as the somewhat indulgent, elderly husband of Pia Zadora, the Hollywood personality. But to investors, Riklis is a much less benign figure. Ask some of the people who have owned stock or bonds in a Riklis company and ended up owning paper that has dropped sharply in value.
Now, Riklis, who at the age of 66 has been playing takeover games for more than three decades, is at it again. This time, he's trying to take control of American Real Estate Partners L.P., a big master limited partnership whose units trade on the New York Stock Exchange. AREP, as it's known, is run by the now-bankrupt Integrated Resources, which is trying to raise money to help pay its creditors by selling the company that controls AREP.
Why am I reasonably sure that Riklis is up to mischief here? Because he's offering a price that isn't rational unless he plans to change AREP to his advantage -- and to everyone else's disadvantage.
Let me explain a little. AREP is the successor to 13 limited partnerships peddled by Integrated Resources Inc. that actually turned out to have real value. The partnerships owned more than 300 properties leased out to tenants, including such blue chips as K mart Corp. and Duke Power Co. In 1987, Integrated convinced the limited partners to swap their units for units in AREP. As a master limited partnership, AREP has partnership units that trade on the NYSE like stocks, so they can be easily bought and sold. The other big sweetener was that Integrated promised the units would pay $2 a year, which they have done.
Integrated, in its typical fashion, took about 1.25 million units when the partnerships were transformed into American Real Estate Partners. That was in payment of future fees. Integrated also owns AREP's general partner, which controls the partnership and owns 1.99 percent of it. It's virtually impossible to dislodge the general partner, thanks to some cute provisions Integrated stuck into AREP's charter.
The units Integrated owns produce about $2.5 million of distributions a year, and the general partnership interest produces about $600,000. How much would you pay for that $3.1 million a year, given that it has little chance of increasing? Not much over $30 million. But Riklis is offering $40 million. That's almost $10 million more than the high bid, submitted by former AREP Chairman Richard Ader, at an auction that Integrated ran a few months ago.
Why is Riklis offering so much money? What do you think?
AREP's charter allows the general partner to do deals with affiliates. That was fine when Ader ran the show, but it's a whole different thing if Riklis runs it. Riklis's proposed deal with Integrated has loopholes big enough to siphon millions of dollars through -- and AREP's assets are worth $250 million more than its debts. Starting in 1992, by my reading of the documents, Riklis could eliminate AREP's $2 distribution or sell his own assets to AREP at fancy prices.
Fearing a Riklis raid, money managers Glen Bigelow of New York and Charles Jones of Shrewsbury, N.J., whose clients own AREP units, are circling the wagons and reaching for their guns. In other words, they have sued everyone in sight, and they are even trying to figure out a way for AREP's holders to buy out Integrated themselves. Which is how I came to hear about this deal.
Bigelow, especially, is vehement on the subject of Riklis. He recalls that in 1968, when he was a student at Harvard Business School, Riklis told the school's finance club that when he was a stockbroker, he would call people at random and say that a particular stock would rise in price and then call other people to say it would fall. Thus, at the end of the day, Riklis had some potential clients who thought he was a genius. "I realized that this was a man who would say anything or do anything to get his hands on your money, and would then do whatever he wanted with it," says Bigelow.
I don't know Riklis's side of this, because he wouldn't talk to me. Neither would Integrated Chairman Stephen Weinroth, who used to handle both the Integrated and Riklis accounts during his days as an investment banker at Drexel Burnham Lambert.
Normally, the bankruptcy court would have let this deal sail through because Riklis was offering the highest price for an Integrated asset. But U.S. Bankruptcy Judge Howard Buschman III is obviously trying to do what's right, instead of blindly approving the deal. He has appointed a special representative, New York University Law School professor Karen Gross, to tell him whether limited partners in Integrated's partnerships have any rights in the bankruptcy proceedings. A hearing is set for September.
Had AREP's buyer been someone with a better reputation, Bigelow and Jones would probably not have sued and the deal would have gone through. But this time, Riklis's reputation has hurt him, and it might actually cost him the deal. Which proves that sometimes, a bad reputation is bad business.
Allan Sloan is a columnist for Newsday in New York.