Word: conoco
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...fierce competition for Conoco is only the latest manifestation of the merger mania that is sweeping the U.S. This year alone, seven deals each worth $2 billion or more have been started or completed. Like baseball club owners plucking off free agents, corporate captains are choosing up sides in a wild scramble that could bring significant shifts in the balance of power throughout U.S. industry. The Reagan Administration seems to be encouraging the merger makers, and Attorney General William French Smith proclaims, "Bigness does not necessarily mean badness...
...Conoco-Du Pont agreement was the climax of a complex drama of high finance. It began with unwelcome assaults on Conoco by two Canadian companies. The first came in May, when Dome Petroleum bought 20% of Conoco's stock. The U.S. company fended off that threat by agreeing to trade its majority interest in the Hudson's Bay Oil and Gas Co. in return for the Conoco stock that Dome had acquired. At the same time, however, a more ominous Canadian challenger appeared. In late May, Seagram privately approached Conoco with an offer...
...Conoco's executives saw no way that a large oil concern could be rationally integrated into a liquor company. They also feared that Seagram would bring in new management. Around the oil firm's headquarters, employees bitterly joked that the motto of a combined Seagram-Conoco enterprise would be "Drink and Drive." Chairman Bailey quickly searched for an alternative merger partner, or so-called white knight, to thwart Seagram's plans. His first choice was Tulsa-based Cities Service, an oil company less than half Conoco's size but with exploration rights to 10 million...
...Bailey was bargaining with Cities Service, he and eight other top Conoco officers deftly moved to protect at least themselves in the merger game. Conoco's board of directors gave them new employment agreements that guaranteed the payment of their salaries at least through mid-1984. Bailey's own arrangement called for annual pay of $637,716 until 1989. Observed one cynical Conoco employee: "They equipped themselves with golden parachutes." The company also lined up $3 billion in stand-by bank credit. Conoco executives intended to buy back a large chunk of company stock from the shareholders...
...June 24, the day before the Conoco-Cities Service merger was to be announced, the phone rang in Bailey's office. The caller: Du Font's Jefferson. His question: "Is there any constructive role we can play?" Bailey thanked Jefferson for his concern about the Seagram bid, but replied that he was already negotiating with another company...