The pending merger between the Allied Corporation and The Signal Companies is remarkable in several respects. It would be the largest in business history, outside the oil industry. It would create a company that, in sales, would be among the 16 biggest in the country. And as for the astounding generosity that the men arranging this merger have shown to themselves and each other, it's a sight to bring tears to your eyes -- particularly if you happen to be a stockholder.
Whether the merger is going to be good for the stockholders, time will have to tell. But some 50 officers of the two companies won't have to wait to find out whether it will be good for them. Their benefits have already been written into the merger agreement. Among them, three beneficiaries in particular stand out -- Edward L. Hennessy Jr., chairman of Allied; Forrest N. Shumway, chairman of Signal, and Michael D. Dingman, president of Signal. There is more than one way to count the rewards that this merger will bring them, but the total annual compensation to each appears to be over $1.5 million. That's not unusual for the top executive in a very large company. But it is hard to think of another company in the world that pays three people that much money.
And it's not just for one or two years. Each of them is assured of that compensation until reaching the age of 65 -- which will be well into the 1990s for all three. You could call it a guaranteed annual wage.
The merger agreement says that Mr. Hennessy is to become chairman of the new company and to remain in that job until his 65th birthday. Mr. Shumway will be vice chairman. Mr. Dingman is to be president, and, to give him something to look forward to, the agreement promises him a promotion to chief executive officer in 1990.
That's five years from now, and five years is a long time in the life of a gigantic industrial company. Are the directors really sure that they know today, before the merger, who will be the right chief executive in 1990? And, by the way, who will be the directors?
The merger agreement names them as well, drawing them from the boards of the two companies. It's all in one package: directors, management, job assignments and pay commitments that reach out, in the case of Mr. Dingman, to 1996. The architects of the merger say that they are only trying to assure the new company of the continued services of the talented and irreplaceable people it needs -- that is, themselves.