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INTERCO
HARVARD BUSINESS SCHOOL
Case Software 2-296-720
Research Associate Susan L. Rother prepared this case under the supervision of Professor Scott P. Mason
as the basis for class discussion rather than to illustrate either effective or ineffective handling of an
administrative situation.
Page 1
Copyright
Page 2
Exhibit 1
R. Stuart Moore Vice President of Interco; President of The Lane Company, Inc., a subsidiar
Richard B. Loynd Vice President of Interco; Chairman of the Board of Converse, Inc., a subsi
Charles J. Rothschild, Jr. Vice President of Interco; Chairman of the Board of Megastar Apparel Grou
Zane E. Barnes Chairman of the Board, President, CEO and director of Southwestern Bell C
Donald E. Lasater Chairman of the Board, CEO and director of Mercantile Bancorporation, Inc
Lee M. Liberman Chairman of the Board, President, CEO and director of Laclede Gas Compa
Robert H. Quenon President, CEO and director of Peabody Holding Company, Inc., which is en
William E. Cornelius President, CEO and director of Union Electric Company, an electric public u
Thomas H. O'Leary Vice Chairman of the Board and director of Burlington Northern Inc., a hold
As of April 15, 1988 all directors, nominees and officers of Interco, as a group (24 persons) beneficially owne
Page 3
Exhibit 1
ercantile Bancorporation, Inc., a bank holding company, and Chairman of the Board and director of Mercantile Bank Nationa
lington Northern Inc., a holding company with transportation, energy and natural resources concerns
4 persons) beneficially owned 1.14% of the outstanding shares of Interco's common stock.
Page 4
Exhibit 1
urces concerns
Page 5
Exhibit 2
Exhibit 2 Subsidiaries
Page 6
Exhibit 2
Page 7
Exhibit 3
Page 8
Exhibit 4
Page 9
Exhibit 4
24-Jun-88 43.5
27-Jun-88 43.625
28-Jun-88 44
29-Jun-88 44
30-Jun-88 44.75
Page 10
Exhibit 6
INTERCO
Consolidated Balance Sheet
($000s except per share data)
Current Assets:
Cash $16,856 $16,631 $20,849
Marketable securities 127,341 63,747 11,033
Receivable, net 402,225 446,755 486,657
Inventories 647,116 733,907 805,095
Prepaid expenses and other
current assets 22,547 25,614 35,665
Current Liabilities:
Notes payable $ -- $68,840 $70,517
Page 11
Exhibit 6
Shareholders' Equity:
Preferred stock, no par value 66,027 61,795 57,113
Common stock, $3.75 stated value 163,765 163,643 155,088
Capital surplus (41,356,847
shares issued) 104,205 98,246 44,539
Retained earnings 1,027,895 1,099,006 1,179,964
1,361,892 1,422,690 1,436,704
Less 5,173,811 treasury shares 81,739 96,475 185,367
Total Shareholders' Equity 1,280,153 1,326,215 1,251,337
Total Liabilities and Net Worth $1,756,893 $1,925,387 $1,985,586
Page 12
Exhibit 6
1987 1988
$29,700 $19,622
57,789 16,366
431,743 460,759
786,792 872,135
25,622 44,959
$1,331,646 $1,413,841
– –
– –
– –
868,670 890,887
386,762 412,332
481,908 478,555
149,170 146,878
$1,962,724 $2,039,273
$97,297 $146,016
9,288 8,900
278,847 292,051
15,294 5,463
$400,726 $452,430
133,403 255,279
49,270 40,032
56,410 63,484
Page 13
Exhibit 6
61,285 36,721
155,088 155,088
49,149 32,117
1,111,527 1,194,884
1,377,049 1,418,810
54,134 190,762
1,322,915 1,228,048
$1,962,724 $2,039,273
Page 14
Exhibit 7
INTERCO
Consolidated Statement of Earnings
($000s)
First Quarter Ended May 31,
Year Ended February 28, 1986 1987 1988(a) 1987
Income:
Net sales $2,832,384 $2,946,902 $3,341,423 $781,421
Other income 36,140 32,175 29,237 6,293
2,868,524 2,979,077 3,370,660 787,714
Costs and Expenses:
Cost of sales 1,932,258 2,000,423 2,284,640 522,759
Selling, general and
administrative expenses 681,886 712,861 799,025 199,145
Interest expense 25,523 28,082 33,535 7,351
Page 15
Exhibit 7
$778,107
6,864
784,971
522,942
201,129
9,179
733,250
51,904
25,762
$30,689
54,219
Page 16
Exhibit 8
Operating Earnings:
Earnings before
income taxes $228,857 $237,711 $253,460 $52,276
Page 17
Exhibit 8
Depreciation Expense:
Capital Expenditures:
Page 18
Exhibit 8
$138,836
149,209
226,672
263,390
$778,107
($247)
12,498
19,700
32,196
$64,147
$6,864
(9,928)
61,083
(9,179)
$51,904
Page 19
Exhibit 9
Date: 8-Aug-88
Value of Firm
as a Multiple of:
Operating Operating
Sales Cash Flow Income
Source: Adapted with minor modifications in terminology from Wasserstein, Perella & Co., Inc. presentation
to the Interco Board of Directors, August 8, 1988. Civil Action No. 10111, filed in the Court of Chancery
of the State of Delaware in and for New Castle County, Exhibit 23.
Page 20
Exhibit 9
Value of Equity
as a Multiple of:
Net Book
Income Value
18.1x 2.2x
17 2.2
Page 21
Exhibit 10
Source: Wasserstein, Perella & Co., Inc. presentation to the Interco Board of Directors, August 8, 1988. Civi
No. 10111, filed in the Court of Chancery of the State of Delaware in and for New Castle County, Exhibit 23.
Page 22
Exhibit 10
Week High
Page 23
Exhibit 11
Source: Wasserstein, Perella & Co., Inc. presentation to the Interco Board of Directors, August 8, 1988. Civi
Action No. 10111, filed in the Court of Chancery of the State of Delaware in and for New Castle County, Exhi
(a) Sales, operating income, and operating cash flow multiples adjusted for the value of net debt outstandin
(b) Book value adjusted for intangibles
Page 24
Exhibit 11
Source: Wasserstein, Perella & Co., Inc. presentation to the Interco Board of Directors, August 8, 1988. Civi
Action No. 10111, filed in the Court of Chancery of the State of Delaware in and for New Castle County, Exhi
(a) Sales, operating income, and operating cash flow multiples adjusted for the value of net debt outstandin
(b) Book value adjusted for intangibles
Apparel Companies
Source: Wasserstein, Perella & Co., Inc. presentation to the Interco Board of Directors, August 8, 1988. Civi
Action No. 10111, filed in the Court of Chancery of the State of Delaware in and for New Castle County, Exhi
Page 25
Exhibit 11
(a) Sales, operating income, and operating cash flow multiples adjusted for the value of net debt outstandin
(b) Book value adjusted for intangibles
Source: Wasserstein, Perella & Co., Inc. presentation to the Interco Board of Directors, August 8, 1988. Civi
Action No. 10111, filed in the Court of Chancery of the State of Delaware in and for New Castle County, Exhi
(a) Sales, operating income, and operating cash flow multiples adjusted for the value of net debt outstandin
(b) Book value adjusted for intangibles
Page 26
Exhibit 11
1988
Business Operating Multiple Value Median
Segment Income Range Range Value
1988
Business Operating Multiple Value Median
Segment Cash Flow Range Range Value
Page 27
Exhibit 11
1 12 9.9
Page 28
Exhibit 11
0.5 13 9.2
1.7 26 23.9
Page 29
Exhibit 11
Page 30
Exhibit 12
Capital expenditures(c) 1x 1x 1x
Tax rate
Source: Adapted with minor modifications in terminology from Wasserstein, Perella & Co., Inc. presentation
Board of Directors, August 8, 1988. Civil Action No. 1011, filed in the Court of Chancery of the State of Dela
for New Castle County, Exhibit 23.
Page 31
Exhibit 12
7.60% 7.20%
6.5%-7.5% 9.2%-10.1%
1x 1x
7.50% 11.60%
41.00%
Page 32
Exhibit 13
Exhibit 13 Reference Range; Retain Core Companies Case ($ millions Except Per Share)
Segment Range
Source: Wasserstein, Perella & Co., Inc. presentation to the Interco Board of Directors, August 8, 1988. Civi
Action No. 1011, filed in the Court of Chancery of the State of Delaware in and for New Castle County, Exhib
(a) Accounts for net debt, overfunded pension and miscellaneous other assets that include real estate whic
(b) Based on 37.5 million fully-diluted shares outstanding
Page 33
Exhibit 13
rs, August 8, 1988. Civil Action No. 1011, filed in the Court of Chancery of the State of Delaware in and for New Castle Cou
ew Castle County, Exhibit 23.
Page 34
Exhibit 13
Page 35
Exhibit 14
Page 36
interco 1988 1989
sales growth in % 7.20% 7.20%
operating margin in % 9.20% 9.20%
Net sales $ 3,341,423 $ 3,582,005
pv of horizontalfcf $ 1,495,648
pv of terminal fcf 4771704
$ 3,341,423
share outstanding 41356847
###
1990 1991 1992 1993
7.20% 7.20% 7.20% 7.20%
9.30% 9.40% 9.50% 9.60%
$ 3,839,910 $ 4,116,383 $ 4,412,763 $ 4,730,482
$ 676,395
$ 676,395
277,322
$ 399,073
$ 78,462
$ 320,611
0.3855
123,595.71