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<i> Deja Vu</i> at Farmers Group : The L.A. insurance giant may face another change in ownership.

<i> Times Staff Writer</i>

New takeover talk is clouding the future of Farmers Group, the Los Angeles-based insurance giant that became a subsidiary of Britain’s BAT Industries less than seven months ago.

On Tuesday, BAT itself became the target of an acquisitive investment group that plans to sell off Farmers if its takeover effort succeeds.

But at Farmers’ mid-Wilshire headquarters and among the 15,000 independent agents who sell its insurance products--mostly automobile and homeowners’ policies--the attitude appeared, at least outwardly, to be one of business as usual.

“It doesn’t seem to change much,” said a Farmers claims adjuster, who asked that his name not be used. “We just keep on working.”

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That attitude came as no surprise to Gerald S. Haims, a financial services industry consultant based in Irvine who has followed Farmers for some years. “For the fellows in the trenches,” Haims said, “I really don’t think there would be much of a change--unless the company taking them over had a completely different corporate philosophy.

“I don’t know what kind of a deal (Farmers’) senior executives might have made with BAT, but if they had ‘platinum parachutes’ (making eventual retirement particularly attractive) there might be a temptation among the older fellows to say, hey, we’ll retire. But for the general operation, I can’t imagine that there would be much change.”

Similarly, district manager Jim Ringer of Woodland Hills, who has worked with Farmers for 31 years and now heads a full-time independent sales force of 30 agents, expected little to change in his operation because of the news from London.

“It’s like when this was going on with BAT,” he said. “It’s a little upsetting because it’s something you don’t understand, but that turned out fine. We didn’t feel it a bit.”

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However, BAT Industries’ response showed less equanimity, as Chairman Patrick Sheehy rejected the $21.5-billion bid as “unwelcome” and “of dubious value.” Nonetheless, the tone echoed the response of once-independent Farmers from September, 1987, when BAT Industries first broached the subject of buying the insurer, until last Aug. 24, when Farmers--after months of strenuous objections--agreed to be acquired for $5.2 billion. It remains the largest acquisition in California history.

Farmers’ hostile stance won its shareholders about $1 billion more than they would have received if BAT Industries’ original offer had been accepted.

The investment group pursuing BAT Industries is headed by Sir James Goldsmith, whose wealth has been derived in large part from bruising takeover runs at such companies as St. Regis Paper, Crown Zellerbach and Goodyear Tire & Rubber. Goldsmith told reporters in London on Tuesday that the diversification strategy pursued by BAT and other international conglomerates has been a failure.

He added that he would sell off the company’s non-tobacco businesses, including Farmers, to reduce the debt assumed by his group in buying BAT Industries.

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Farmers’ spokesman Jeffrey C. Beyer in Los Angeles declined to discuss the Goldsmith offer, referring all questions to its U.S. parent--BAT subsidiary Batus in Louisville, Ky. The parent firm declined to comment beyond Sheehy’s remarks made in London.

Lorin Aird, a Farmers agent in Manhattan Beach, was troubled by the uncertainty accompanying the new takeover bid. BAT’s acquisition of Farmers “didn’t make any difference at all,” he recalled, “but everybody was concerned.

“In all these takeovers,” he said, “you wonder what’s going to happen. In this case, if they sold Farmers--well, it’s not just Sir James Goldsmith you are dealing with but somebody else unknown.”

MAIN STORY: Part I, Page 1

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BAT INDUSTRIES PLC AT A GLANCE

Initials stand for British-American Tobacco. Primary businesses in tobacco, financial services, retailing and paper products. Employees: 310,000 Stockholders: 145,000 Headquarters: London Closing price Tuesday on American Stock Exchange: $14.375, up $2.9375

Financial Data

Amounts in millions except per-share figures

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Year ended Dec. 31 1988 1987 Revenue $28,900 $28,040 Net earnings $1,550 $1,280 Per share $1.02 $0.86

THE LARGEST OF THE MEGADEALS Here are the 10 biggest corporate takeovers proposed or completed to date. The list includes the target company, the principal acquirer, the dollar value, in billions, and the year completed, or whether the deal is pending. RJR Nabisco by Kohlberg Kravis Roberts (1989): $24.5 BAT Industries by Hoylake Investments (pending): $21.0 Warner Communications by Time Inc. (pending): $14.0 Gulf Corp. by Chevron (1984): $13.4 Kraft by Philip Morris (1988): $12.9 Time Inc. by Paramount Communications (pending): $12.2 Getty Oil by Texaco (1984): $10.1 Dome Petroleum by Amoco Canada (1987): $9.02 Standard Oil by British Petroleum (1987): $7.9 (for 45%) SmithKline Beckman, Beecham Group merger (pending): $7.82 Source: Associated Press


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