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RJR & BAT May Merge (fwd)
TALES OF THE TAPE: RJR May Find
Intl Partner In B.A.T
By CATHLEEN EGAN
Dow Jones Newswires
NEW YORK -- As foreign markets become bigger, more
reliable profit
centers for the tobacco industry, RJR Nabisco Holdings
Corp. (RN) finds
itself in need of a tour guide - just like any hapless
American traveling
abroad.
Investors and analysts see the company finding an
international partner in
the next 12 to 18 months, and the likeliest candidate,
they say, is B.A.T
Industries Ltd. (BTI).
RJR has 4% of the world market, excluding the U.S. and
China,
compared with 14% for rival Philip Morris Cos. (MO) and
13% for
London's B.A.T Industries. Wall Street expects
deteriorating margins and
slumping unit volume overseas when RJR reports
second-quarter earnings
next week.
And RJR Chairman and Chief Executive Steven Goldstone
has indicated
on many occasions - including a Sanford C. Bernstein &
Co. conference
last month - the need for RJR to join its overseas
operations with another
international player.
"RJR has had volatility in its international earnings,"
said Ross Margolies,
portfolio manager of the $225 million Salomon Brothers
Capital Fund,
which holds shares of RJR. "It needs to diversify its
international holdings.
The company can break up, yes. But the best financial way
is to find a
partner."
In fact, another name being tossed around as a potential
partner for RJR is
Rothmans Inc., a small tobacco concern based in Toronto.
Because the earnings report is pending, RJR officials
declined to comment.
B.A.T spokesman Michael Pirdeaux said a partnership with
RJR just
"might do" in helping B.A.T toward its goal of becoming
the globe's largest
tobacco business, but he added that "speculation is all
that it is."
An RJR International-B.A.T deal would make sense for a
number of
reasons, market players say. It would combine B.A.T's
successful Kool,
Carlton and private-label GPC brands with RJR's Winston,
Salem and
Camel, some of the most-recognized consumer brands in the
world. In
addition, B.A.T has a vast international distribution
network, which RJR
doesn't have, while RJR's significant presence in growing
Russia is
something B.A.T lacks.
"RJR's crown jewel is Russia, which makes up 40% of RJR
International's
volume and that's attractive to B.A.T," said Jack
Cunningham, a buy-side
analyst at Salomon Smith Barney.
Other pros to a merger would be cost savings in
marketing, payroll and
other areas of duplication.
The clear disadvantage to merging its overseas tobacco
business with
B.A.T would be RJR's likely loss of control of a massive
operation. RJR's
international tobacco unit - which had $3.6 billion in
sales last year -
makes up roughly 21% of overall company business.
Other potential roadblocks would be if B.A.T, which
operates Brown &
Williamson in the U.S., feels too much strain from
domestic litigation
liability, "or if it thought it would pay through the
nose" for RJR's overseas
business, said Margolies, whose portfolio also includes
Philip Morris and
Loews Corp. (LTR), a holding company for Lorillard
Tobacco Co.
As some observers see it, even if there isn't a deal with
B.A.T, there must
be some sort of sale or spinoff of RJR's overseas tobacco
business.
Weakness in the unit has contributed to RJR's recent
disappointing stock
performance. The shares have dropped 36% in the last six
months. Now,
at 24 3/16, they're near their year low of 22 3/16, set
nine days ago.
RJR's international tobacco business is worth between $10
and $12.50 a
share - roughly half of the current stock price.
"I can't think of another advantage" to maintaining the
status quo, said
David Adelman, tobacco analyst at Morgan Stanley Dean
Witter, "not the
way they've been performing."
The gap between RJR and its competitors' performance
overseas is
widening. Operating profit at Philip Morris's
international unit, for example,
was $4.6 billion in 1997 and is estimated to be $5.1
billion this year,
Adelman said. At RJR International, operating earnings
are estimated to
be $663 million this year, down 13% from the $759 million
in 1997.
Where RJR has fallen short is in relying on the riskier
and more volatile
emerging markets, like Poland and Russia.
To a degree, the formula has worked - RJR's international
tobacco profits
have risen 84% since 1993, according to INFACT, a
national corporate
watchdog organization. But at the same time, with the
exception of Puerto
Rico, RJR doesn't have a No. 1 market share anywhere in
the world,
Adelman said.
"They don't have dominant positions," he said. And now,
important
markets like Russia, which has grown to represent nearly
half of RJR's
overseas volume, are proving to be frustrating markets.
The company
indicated to analysts last week that it's having more
difficulty than it
expected bringing cigarettes into the former Soviet Union.
Overseas, RJR also has failed to invest sufficiently in
brand building. It was
only a year-and-a-half ago that the company entered the
medium-tar
nicotine market, which Philip Morris has been pushing for
years with its
Marlboro medium product.
What's more, it was only last year when RJR International
finally made a
meaningful jump into the "light" cigarette category, a
market that has been
growing like gangbusters in places like Western Europe
for years,
Adelman said.
RJR is no stranger to pleas for spinoffs and sales.
Investors have long clamored for the company to unshackle
its food
business, Nabisco Holdings Corp. (NA), from the burden of
tobacco
litigation looming over the U.S. operations.
So far, RJR has refused to spin off Nabisco because it
fears that it could
be accused of trying to hide some assets from plaintiffs'
lawyers who have
sued it and the industry.
However, Chairman Goldstone hasn't ruled out the
possibility of a
Nabisco spinoff down the road - essentially the same line
he has used
regarding the international tobacco operations.
Whether RJR follows through on either initiative remains
to be seen. But as
far as finding a partner for the international tobacco
operations is
concerned, Goldstone may find that investors are less
forgiving if action
isn't taken within the next year-and-a-half.
Said Margolies, the Salomon portfolio manager, "I hold
him to his word."
-Cathleen Egan; 201-938-5289;