Safeway Workers Pay, Greenmailers Profit
Much of the nation’s attention is focused too narrowly these days on a few money-hungry financial manipulators and their impact on the stock market and corporate America.
Almost ignored are the hundreds of thousands of workers whose jobs are being eliminated or whose wages are being drastically cut as a result of the big-deal mania afflicting the country.
Financial experts themselves often don’t really know exactly what is happening--or at least what to do about the frenzy of corporate takeovers, corporate restructurings, mergers and incidents of “greenmail” that frequently make millions for a few wheeler-dealers who sometimes act like a school of sharks in its own feeding frenzy.
Workers have far less understanding of the situation. Many of them know only that suddenly they are out of work, or are told either to accept whopping pay cuts or join the ranks of the unemployed.
One disturbing example of the widespread problem reaches a critical stage for workers this week in California as final corporate “restructuring” details are ironed out in the multibillion-dollar takeover battle for Safeway, the nation’s largest supermarket chain.
Using some intriguing legal tactics, and plain old negotiations, the AFL-CIO United Food and Commercial Workers Union is attempting to get some protection for its 110,000 members at Safeway against threatened losses of some pensions, vacations, holiday pay and, most important, an estimated 25,000 jobs that may be eliminated.
On Monday, Safeway Stores became a subsidiary of Safeway Stores Holdings Corp. in the corporate restructuring done to protect the company’s owners and executives from what was billed as a takeover attempt by the father-son team of Herbert H. and Robert M. Haft of Landover, Md., where they control Dart Group. Safeway Stores Holdings is a newly organized arm of the New York investment firm of Kohlberg Kravis Roberts & Co.
While the financial manipulators and many Safeway shareholders made millions from the deal, Safeway workers will almost surely be the big losers, just as hundreds of thousands of other workers have been in similar corporate shake-ups.
The sword hanging over the heads of the Safeway workers is the debt of more than $5 billion that their very profitable company amassed to protect itself from the “takeover” maneuvers of the Hafts, who were aided and abetted by the investment banking firm of Drexel Burnham Lambert, now the target of an insider trading investigation.
Safeway’s debt was arranged by Kohlberg Kravis Roberts, which took over Safeway for about $4.1 billion and removed the company’s stock from the nation’s stock exchanges.
Now Safeway must pay more than $1.5 billion in interest and principal to its creditors in the next 18 months alone because of its massive new debt.
Safeway is expected to get the money by such means as selling about 280 stores in Britain, selling many of its stores in the United States and laying off thousands of employees.
To protect their members at Safeway, William Olwell, executive vice president of the UFCW, and other union officials started negotiations with the company on Tuesday.
They will propose, among other things, an agreement that any buyers of Safeway stores be obligated to retain current employees and their union contracts. Also, they want extended unemployment benefits and other protections for laid-off workers.
One pressure on the company to “do something” comes from an unusual legal action filed against Safeway last week in Alameda County by the union under a rarely used law, California’s Uniform Fraudulent Conveyance Act.
If the union wins, the case could have nationwide repercussions--not only on Safeway but on most other future takeover battles.
The suit charges that the takeover-prevention deal between Safeway and Kohlberg Kravis Roberts was illegal because it left Safeway with so much debt that the interests of its workers are now in danger.
Union attorney Richard McCracken says California’s law, like that in many other states, prohibits a company from piling up such a huge debt--in effect, pawning its assets for more than they are worth--that its creditors are hurt. And the workers are creditors. If the legal gambit works, the most drastic thing that could happen would be a court order unraveling the entire complex deal, and all those millions paid out to the deal arrangers would have to be repaid.
But the courts might rule that Safeway, KKR, the banks that put up money for the buyout and the financial manipulators were all jointly responsible for any losses that the Safeway creditors, including its workers, suffer from the company’s efforts to repay its debts.
That would mean that Safeway workers and other creditors would be first in line to get money from Safeway before Kohlberg Kravis Roberts and the other financial manipulators.
A union court victory might well discourage future investments in takeover deals, and just the threat of a court victory might encourage Safeway to work out something satisfactory for its workers.
Also, union leaders are discussing the possibility of forming a coalition with corporate executives who are disgusted with the financial manipulators in an effort to obtain congressional action aimed at slowing, if not stopping, the big-deal mania. Congress is already looking into that possibility.
Meanwhile, though, while Safeway workers sweat out their future, there are some big winners in the Safeway deal:
- The Haft family, which made the initial takeover bid, took a quick $100 million through increases in Safeway stock prices, pushed up by their takeover bid. The Hafts also received an option to buy Safeway’s profitable Washington stores but sold it back to Safeway for another $59 million.
- Drexel Burnham Lambert is getting about $15 million for its unsuccessful effort to help the Hafts buy Safeway, which the Hafts almost certainly didn’t really want to own.
- Kohlberg Kravis Roberts, the “white knight” that arranged the billions of dollars in loans used to block the Haft family maneuver, is getting $60 million in fees, plus expenses, and annual consulting fees of about $500,000 a year. And KKR is now also part owner of the “new” Safeway.
- KKR’s own financial consultants, Morgan Stanley & Co., is collecting $10 million for its role.
- The various bankers who financed the deal are getting $51 million in fees--in addition, of course, to interest payments.
- Another $25 million is going to lawyers and accountants, $3 million to printers and $33 million more to other “consultants.”
None of these obscenely huge sums--which put Safeway so far in debt and its workers in jeopardy--are being used to build new stores, improve and expand old ones, reduce consumer prices or create more jobs.
Probably it is good that the Hafts and their deal makers, Drexel Burnham Lambert, aren’t going to get Safeway since they started the whole mess by buying some Safeway stock, watching it rise on the resulting takeover speculation and then selling it back to Safeway for a nice profit, a maneuver often dubbed greenmail.
But the disgraceful deal helps dramatize the need for action by Congress, the Federal Reserve Board or the courts to more closely regulate the legal wheeler-dealers, not just those in violation of current laws against insider trading.
A Blackmail Law?
In a way, it was a depressing victory for union workers when U.S. District Judge Louis Oberdorfer ruled last week that food stamps cannot be denied to a household solely because one family member is on strike.
It was, of course, a victory, as noted by the United Mine Workers and the United Auto Workers, which brought the legal action to fight the law that forbids giving food stamps to the families of strikers if the family has too much money--as defined by law. The trick in the law is that the family’s gross income includes the income the striker had before going on strike, even though that income has stopped.
Clearly, it is wrong to pressure strikers by punishing their children and spouses who would otherwise be legally entitled to receive food through the food stamp program. It is a form of blackmail, using the hunger of families of a striker to force the striker back to work.
But it is a sad victory because it emphasizes the poverty needed to get food stamps. In California, a family of four cannot get food stamps if it has a gross income of more than $277 a week and more than $2,000 in assets that include all of its savings, its entire bank account and most other items, except the home in which they live.
It is an Alice-in-Wonderland kind of law that Congress should never have enacted.
