Chapter -XIX- The Leveraged Buy-out
GangDuring the entire
decade of the 1980's, the policies of the Reagan Bush and Bush
administrations encouraged one of the greatest paroxysms of speculation
and usury that the world has ever seen. Starting especially in the summer
of 1982, a malignant and cancerous mass of speculative paper spread
through all the vital organs of the banking, credit, and financial system.
Capital had long since ceased to be used for the creation of new
productive plant and equipment, and new productive manufacturing jobs;
investment in transportation, power systems, education, health services
and other infrastructure declined well below the break even level. Wall
Street investors came more and more to resemble vampires who ranged over a
ghoulish landscape in search of living prey whose blood they could suck to
perpetuate their own lively form of death.
Industrial employment was out, the
service sector was in. The post-industrial society meant that the
production of tangible, physical wealth, of hard commodities, within US
borders was being terminated. The future would belong to parasitical
legions of lawyers, financial services experts, accountants, and clerical
support personnel, but the growth in the balance of payments deficit
signaled that the game could not go on forever.
On the surface, wild speculation was the
order of the day: there was the stock market boom, which underwent a crash
in 1987, but then, thanks to James Brady's drugged futures and index
options markets, kept rising until the Dow had passed 3,000, although by
that time no one could remember why it was still called the industrial
average. The stock market provided the right atmosphere for a much broader
speculative boom, the one in commercial and residential real estate, which
kept going until almost the end of the decade, but which then began to
crash with a vengeance. When real estate began to implode, as in Texas at
the middle of the 1980's or the northeast after 1988, savings banks and
commercial banks by the scores became insolvent. Thus, by the third year
of the Bush administration, a bankrupt savings and loan was being seized
by federal regulators on almost every business day, and Congressman
Dingell of Michigan had to announce that Citibank, still the largest bank
in the USA, was indeed "technically" bankrupt. Depositors in Hong Kong
started a run on the Citibank branch there; their US counterparts were
slower to react, perhaps because deluded by the pathetic faith that the
Federal Deposit Insurance Corporation could still cover their deposits.
Even more fundamental than speculation
was the absolute primacy of debt. During the Reagan and Bush years,
unprecedented federal deficits pushed the public debt of the United States
into the ionosphere, with the total almost quadrupling over a little more
than ten years to approach the fantastic total of $3.25 thousand billion.
In 1989, it was estimated that total debt claims in the US economy had
attained almost $25 thousand billion, and their total has increased
exponentially ever since. The debt of state and local governments,
corporate debt, consumer debt --all expanded into the wild blue yonder. In
the meantime, the Great Lakes industrial region became the rust bowl, the
Sun belt oil and computer booms collapsed, the great cities of the east
were rotten to the core with slums, and farmers went bankrupt more rapidly
than at any other time in the memory of man.
Living standards had been in a gradual
but constant decline since the days of Nixon, and it began to dawn on more
and more families who considered themselves members of the middle class
that they could no longer afford their own home, nor hope to send their
children to college, all because of the prohibitive costs. The Bureau of
the Census made sure in 1990 not to count the number of those who had
become homeless during the 1980's, since the real figure would be an acute
political embarrassment to George Bush: were there 5 million, or 6, as
many as the total population of Sweden, or of Belgium?
New jobs were created, but most of them
were dead-ends for losers at or below the minimum wage that presupposed
illiteracy on the part of the applicant: hamburger sales and pizza home
delivery were the growth areas, although a smart kid might still aspire to
become a croupier. Behind it all lurked the pervasive narcotics trade,
with hundreds of billions of dollars a year in heroin, crack, marijuana.
For the vast majority of the US
population (to say nothing of the brutal misery in the developing
countries) it was an epoch of austerity, sacrifice, and decline, of the
entropy of a society in which most people have no purpose and feel
themselves becoming redundant, both on the job market and ontologically.
But for a paper thin stratum of
plutocrats and parasites, the 1980's were a time of unlimited opportunity.
These were the practitioners of the monstrous financial swindles that
marked the decade, the protagonists of the hostile takeovers, mergers and
acquisitions, leveraged buy-outs, greenmail and stock plays that occupied
the admiration of Wall Street. These were corporate raiders like J. Hugh
Liedkte, Blaine Kerr, T. Boone Pickens, and Frank Lorenzo, Wall Street
financiers like Henry Kravis and Nicholas Brady. And these men, surely not
by coincidence, belonged to the intimate circle of personal friends and
close political supporters of George Herbert Walker Bush.
If the orgy of usury and speculation
during the 1980's can be compared to a glittering and exclusive dinner
party, and Liedtke, Kerr, Pickens, Lorenzo, Kravis, and Brady were the
invited guests, then surely George Bush was the host and arbiter
elegantiarum who presided, deciding according to his own whim who would
receive an invitation and who would not, and setting the norms for
acceptable conduct. By late 1991, the long-deferred bill for these
lucullian entertainments was about to arrive. The exhausted working people
and destitute unemployed must present the bill to the founder of the
feast, the whining and greedy enfant gate' of American politics, George
Bush, the man whose idea of privation would be a life without servants,
and whose concept of a domestic agenda would be a plan to hire two maids
and a butler.
One of the landmark corporate battles of
the first Reagan Administration was the battle over control of Getty Oil,
a battle fought between Texaco, at that time the third largest oil company
in the United States and the fourth largest industrial corporation, and J.
Hugh Liedkte's Pennzoil. George Bush's old partner and constant crony, J.
Hugh Liedtke, was still obsessed with his dream of building Pennzoil into
a major oil company, one that could become the seventh of the traditional
Seven Sisters after Chevron and Gulf merged. But the sands of biological
time were running out on "Chairman Mao" Liedkte, as the abrasive Pennzoil
boss was known in the years after he became the first US oilman to drill
in China, thanks to Bush. The only way that Chairman Mao Liedkte could
realize his lifelong dream would be by acquiring a large oil company and
using its reserves to build Pennzoil up to world-class status.
Liedtke was the chairman of the Pennzoil
board, and the Pennzoil president was now Blaine Kerr, a former lawyer
from Baker & Botts in Houston. Blaine Kerr was also an old friend of
George Bush. Back in 1970, when George was running against Lloyd Bentsen,
Kerr had advised Bush on a proposed business deal involving a loan request
from Victor A. Flaherty, who needed money to buy Fidelity Printing
Company. Blaine Kerr was a hard bargainer: he recommended that Bush make
the loan, but that he also demand some stock in Fidelity Printing as part
of the deal. Three years later, when Fidelity Printing was sold, Bush
cashed in his stock for $499,600 in profit, a gain of 1,900% on his
original investment. That was the kind of return that George Bush liked,
the kind that honest activities can so rarely produce. [fn 1]
Chairman Mao Liedkte and his sidekick
Blaine Kerr constantly scanned their radar screens for an oil company to
acquire. They studied Superior Oil, which was in play, but Superior Oil
did too much of its business in Canada, where there had been no equivalent
of George Bush's Task Force on Regulatory Relief, and where the oil
companies were still subject to some restraints. Chairman Mao ruled that
one out. Then there was Gulf Oil, where T. Boone Pickens was attempting a
takeover, but Liedkte reluctantly decided that Gulf was beyond his means.
Then, Chairman Mao began to hear reports of conflicts on the board of
Getty Oil. Getty Oil, with 20,000 employees, was a $12 billion
corporation, about six times larger than Pennzoil. But Chairman Mao had
already managed to facilitate United Gas when that company was about six
times larger than his own Pennzoil. Getty Oil had about a billion barrels
of oil in the ground. Now Chairman Mao was very interested.
The trouble on the Getty Board was a
conflict between Gordon Getty, the surviving son of the freebooting
founder J. Paul Getty, and Sidney Petersen, the chairman of the Getty
Board. Gordon Getty had musical-aesthetic ambitions; but he wanted to be
consulted on all major policy decisions by Getty Oil. Gordon and his wife
moved in the social circles of Graham Allison of Harvard's Kennedy School,
Lawrence Tisch of Loewe's Corporation, and Warren Buffett, the owner of
the Berkshire Hathaway investment house in Omaha. Gordon Getty now
controlled the Sarah Getty Trust with 40% of the outstanding stock. About
12% of the stock was controlled by the Getty Museum. Chariman Mao Liedtke
gathered his team to attempt to seize control of Getty Oil: James
Glanville of Lazard Freres was his investment banker, Arthur Liman of
Paul, Weiss, Rifkind, Wharton, & Garrison was his chief negotiator.
Liedtke also had the services of the megafirm Baker & Botts of Houston.
In early 1984, Gordon Getty and his Sarah
Getty Trust and the Getty Museum represented by the New York mergers and
acquisitions lawyer Marty Lipton combined to oblige the board of Getty Oil
to give preliminary acceptance to a tender offer for Getty Oil stock (a la
Gammell once again) at a price of about $112.50 per share. Arthur Liman
thought he had a deal that would enable Chairman Mao to seize control of
Getty Oil and its billion barrel reserves, but no contract or any other
document was ever signed, and key provisions of the transaction remained
to be negotiated.
When the news of these negotiations began
to leak out, major oil companies who also wanted Getty and its reserves
began to move in: Chevron showed signs of making a move, but it was
Texaco, represented by Bruce Wasserstein of First Boston and the notorious
Skadden, Arps, Slate, Meagher & Flom law firm, that got the attention of
the Getty Museum and Gordon Getty with a bid (of $125) that was sweeter
than the tight-fisted Chairman Mao Liedkte had been willing to put
forward. Gordon Getty and the Getty Museum accordingly signed a contract
with Texaco. This was the largest acquisition in human history up to that
time, and the check received by Gordon Getty was for $4,071,051,264, the
second largest check ever written in the history of the United States,
second only to one that had been used to roll over a part of the postwar
national debt.
Chairman Mao Liedkte thought he had been
cheated. "They've made off with a million dollars of my oil!", he
bellowed. "We're going to sue everybody in sight!"
But Chairman Mao Liedtke's attempts to
stop the deal in court were fruitless; he then concentrated his attention
on a civil suit for damages on a claim that Texaco had been guilty of "tortious
interference" with Pennzoil's alleged oral contract with Getty Oil. The
charge was that Texaco had known that there already had been a contract,
and had set out deliberately to breach it. After extensive forum shopping,
Chairman Mao concluded that Houston, Texas was the right venue for a suit
of this type.
Liedtke and Pennzoil demanded $7 billion
in actual damages and $7 billion in punitive damages for a total of at
least $14 billion, a sum bigger than the entire public debt of the United
States on December 7, 1941. Liedke hired Houston lawyer Joe "King of
Torts" Jamail, and backed up Jamail with Baker & Botts.
Interestingly, the judge who presided
over the trial until the final phase, when the die had already been cast,
was none other than Anthony J.P. "Tough Tony" Farris, whom we have met two
decades earlier as a Bushman of the old guard. Back in February, 1963, we
recall, the newly elected Republican County Chairman for Harris County,
George H.W. Bush, had named Tough Tony Farris as his first assistant
county chairman. [fn 2] This was when Bush was in the midst of
preparations for his failed 1964 senate bid. Farris had tried to get
elected to Congress on the GOP ticket, but failed. During the Nixon
Administration, Farris became the United States Attorney in Houston. Given
what we know of the relations between Nixon and George Bush (to say
nothing the relations between Nixon and Prescott Bush), we must conclude
that a patronage appointment of this type could hardly have been made
without George Bush's involvement. Tough Tony Farris was decidedly an
asset of the Bush networks.
Now Tough Tony Farris was a State
District Judge whose remaining ambition in life was an appointment to the
federal bench. Farris did not recuse himself because his patron, George
Bush, was a former business partner and constant crony of Chariman Mao
Liedkte. Farris rather began issuing a string of rulings favorable to
Pennzoil: he ruled that Pennzoil had a right to quick discovery,
rocket-docket discovery from Texaco. Farris was an old friend of
Pennzoil's lead trial lawyer Joe Jamail, and Jamail had just given Tough
Tony Farris a $10,000 contribution for his next election campaign. Jamail,
in fact, was a member of Tough Tony's campaign committee. Texaco attempted
to recuse Farris, but they failed. Farris claimed that he would have
recused himself if Texaco's lawyers had come to him privately, but that
their public attempt to get him pitched out of the case made him decide to
fight to stay on. Just at that point the district courts of Harris County
changed their rules in such a way as to allow Bush's man Tough Tony
Farris, who had presided over the pretrial hearings, to actually try the
case.
And try the case he did, for fifteen
weeks, during which the deck was stacked for Pennzoil's ultimate victory.
With a few weeks left in the trial, Farris was diagnosed as suffering from
a terminal cancer, and he was forced to request a replacement district
judge. The last-minute substitute was Judge Solomon Casseb, who finished
up the case along the lines already clearly established by Farris. In late
November, 1985, the jury awarded Pennzoil damages of $10.53 billion, a
figure that exceeded the total Gross National product of 116 countries
around the world. Casseb not only upheld this monstrous result, but
increased it to a total of $11,120,976,110.83.
Before the trial, back in January, 1985,
Chairman Mao Liedkte had met with John K. McKinley, the chairman of
Texaco, at the Hay-Adams Hotel across Lafayette Park from the White House
in Washington DC. Liedkte told McKinley that he thought what Texaco had
done was highly illegal, but McKinley responded that his lawyers had
assured him that his legal position was "very sound." McKinley offered
suggestions for an out-of-court settlement, but these were rejected by
Chairman Mao, who made his own counter-offer: he wanted three sevenths of
Getty Oil, and was now willing to hike his price to $125 a share.
According to one account of this meeting:
Liedtke seemed to go out of his way to
mention his friendship with George Bush, according to Bill Weitzel of
Texaco. "Mr. Liedkte was quite outspoken with regard to the influence that
he felt he had--and would and could expect in Washington--in connection
with antitrust matters and legislative matters," McKinley would say in
deposition. "This idea that Pennzoil was not without political influence
that could adversely affect the efforts of Texaco in completing its
merger." [fn 3]
Liedkte denied all this: "The
political-influence thing isn't true. I don't have any and McKinley knows
it.!" Did Liedkte keep a straight face? Even during the talks between
lawyers on the two sides to set up this meeting, the Pennzoil attorney had
referred to the capacity of his client to deflect "antitrust lightning" in
the case. Chairman Mao's relations with Nixon and Bush make his
protestations about a total lack of political influence sound absurd.
Blaine Kerr, Bush's investment advisor, also piously avers that the name
of George Bush was never invoked.
In any case, the Reagan-Bush regime made
no secret of its support for Pennzoil. In the spring of 1987, after
prolonged litigation, the US Supreme Court required Texaco to post a bond
of $11 billion. On April 13, 1987, the press announced that Texaco had
filed for chapter eleven bankruptcy protection. The Justice Department
created two committees to represent the interests of Texaco's unsecured
creditors, and Pennzoil was made the chairman of one of these committees.
Texaco operations were subjected to severe disruptions.
During the closing weeks of 1987, Texaco
was haggling with Chairman Mao about the sum of money that the bankrupt
firm would pay to Pennzoil. At this point Bushman Lawrence Gibbs was the
Commissioner of the Internal Revenue Service, one of the principal
targeting agencies of the totalitarian police state. Gibbs was always
looking for new and better ways to serve the Bush power cartel, and now he
found one: he slammed bankrupt and wounded Texaco with a demand for $6.5
billion in back taxes. This move was in the works behind the scenes during
the Texaco-Pennzoil talks, and it certainly made clear to Texaco which
side the government was on. The implication was that Texaco had better
settle with Chairman Mao in a hurry, or face the prospect of being broken
up by the various Wall Street sharks - Holmes a Court, T. Boone Pickens,
Kohlberg Kravis Roberts and Carl Icahn- who had begun to circle the
wounded company. In case Texaco had not gotten the message, the Department
of Energy also launched an attack on Texaco, alleging that the bankrupt
firm had overcharged its customers by $1.25 billion during the time before
1981 when oil price controls had been in effect.
Chairman Mao Liedkte finally got his
pound of flesh: he would eventually receive $3 billion from Texaco. Texaco
in late 1987 announced an asset write-down of $4.9 billion as a result of
staggering losses, and began to sell assets to try to avoid liquidation.
Texaco's Canadian operations, its German operations were sold off, as were
600 oil properties in various locations. Later Texaco also sold off a 50%
interest in its refining and marketing system to Saudi Arabia. A number of
Texaco refineries were simply shut down. A total of $7 billion in assets
were sold off during 1988-89 alone.
By early 1989, Texaco had been reduced to
two-thirds of its former size, and from its former number three position
had become the "runt of the litter" among the US majors. Texaco revenue
fell from 47.9 billion in 1984 to $35.1 billion in 1988. Assets declined
from $37.7 billion to $26.1 billion. In order to ward off the raiding
attacks of Carl Icahn, Texaco was obliged to worsen its situation further
by payment of $330 million in greenmail in the form a special $8
distribution to shareholders designed mainly to placate Icahn. [fn 4]
The entire affair represented a monstrous
miscarriage of justice, a declaration that the entire US legal system was
bankrupt. At the heart of the matter was the pervasive influence of the
Bush networks, which gave Liedkte the support he needed to fight all the
way to the final settlement. The real losers in this affair were the
Texaco and Getty workers whose jobs were destroyed, and the families of
those workers. Estimates of the numbers of these victims are hard to come
by, but the count must reach into the tens of thousands. In addition, the
entire economy suffered from a transaction that increased the debt claims
on current production while reducing the physical scale of that
production.
But even the enormities of Chairman Mao
Liedkte were destined to be eclipsed in the political and regulatory
climate of savage greed created with the help of the Reagan-Bush
administration and George Bush's Task Force on Regulatory Relief. Even
Liedkte's colossal grasping was about to be out-topped by a small Wall
Street firm which, primarily during the second Reagan-Bush term (when
Bush's influence and control were even greater) assembled a financier
empire greater than that of J.P. Morgan at the height of Jupiter's power.
This firm was Kohlberg, Kravis, Roberts (KKR) which had been founded in
1976 by a partner and some former employees of the Bear Sterns brokerage
of lower Manhattan, and which by late 1990 had bought a total of 36
companies using some $58 billion lent to KKR by insurance companies,
commercial banks, state pension funds, and junk bond king Michael Milken.
The dominant personality of KKR was Henry Kravis, the man who inspired
actor Michael Douglas (Kravis's former prep school classmate at the Loomis
School) when Douglas played the role of corporate raider Gordon Gekko in
Oliver Stone's movie "Wall Street." Henry Kravis was in particular the
motor force behind the KKR leveraged buyout of RJR Nabisco, which, with a
price tag of $25 billion, was the largest transaction of recorded history.
Henry Kravis's epic achievements in
speculation and usury perhaps had something to do with the fact that he
was a close family friend of George Bush.
As we have seen, when Prescott Bush was
arranging a job for young George Herbert Walker Bush in 1948, he contacted
Ray Kravis of Tulsa, Oklahoma, whose business included helping Brown
Brothers, Harriman to evaluate the oil reserves of companies. Ray Kravis
had quickly offered George a job, but George declined it, preferring to go
to work for Dresser Industries, a much larger company. That was how George
had ended up in Odessa and Midland, in the Permian basin of Texas. Ray
Kravis over the years had kept in close touch with Senator Prescott Bush
and George Bush, and young Henry Kravis had been introduced to George and
had hob-nobbed with him at various Republican Party and other fund-raising
events. Henry Kravis by the early 1980's was a member of the Republican
Party's elite Inner Circle.
Bush and Henry Kravis became even more
closely associated during the time that Bush, ever mindful of campaign
financing, was preparing his bid for the presidency. Among political
contributors, Henry Kravis was a very high roller. In 1987-88, Kravis gave
over $80,000 to various senators, congressmen, Republican Political Action
Committees, and the Republican National Committee. During 1988, Kravis
gave $100,000 to the GOP Team 100, which meant a "soft money" contribution
to the Bush campaign. Kravis's partner George Roberts also anted up
$100,000 for the Republican Team 100. In 1989, the first year in which it
was owned by KKR, RJR Nabisco also gave $100,000 to Team 100. During that
year, Kravis and Roberts gave $25,000 each to the GOP.
During the 1988 primary season, Kravis
was the co-chair of a lavish Bush fundraiser at the Vista Hotel in lower
Manhattan at which Henry's fellow Wall Street dealmakers and financier
fatcats coughed up a total of $550,000 for Bush. Part of Kravis's symbolic
recompense was to be honored with the prestigious title of co-chairman of
Bush's Inaugural Dinner in January, 1989. One year later, in January 1990,
Kravis was the National Chairman of Bush's Inaugural Anniversary Dinner.
This was a glittering gala held at the Kennedy Center in Washington for a
thousand members of the Republican Eagles, most of whom qualify by giving
the GOP $15,000 or more. The entertainment was organized as an "oldies
night," with Chubby Checker, Tony Bennett, and B.B. King. When George Bush
addressed the Eagles, he was prodigal in his praise for Henry Kravis as
one of "those who did the heavy lifting on this." [fn 5 ]
According to Jonathan Bush, George Bush's
brother and the finance chairman of the New York State Republican Party,
Henry Kravis was "very helpful to President Bush in fundraisers."
According to brother Jonathan, Kravis "admired the President. And also,
significantly, on a personal level, his father, Ray, and [George Bush]
were friends from way back. And that meant a lot to Henry. He wanted to be
part of that."
Henry Kravis had married the former Janey
Smith of Kirksville, Missouri, who now called herself Carolyne Roehm.
Carolyne Roehm had been introduced into New York Nouvelle Society by Oscar
de la Renta. She and Henry Kravis cultivated a frenetically sybaritic
lifestyle in the company of a social circle that included Bush's patron
Henry Kissinger, American Express Chairman Jim Robinson and his wife
Linda, Donald and Ivana Trump, Anne Bass, corporate raider Saul Steinberg,
cosmetics magnate Ronald Lauder, and Bush's finance operative Robert
Mosbacher and his wife Georgette. It was very much a Bushman crowd. Kravis
and his "trophy wife" lived in a Park Avenue apartment large enough to be
a Hollywood sound stage, and also had a 270 acre estate in Weatherstone,
Connecticut. The palatial house there, which is listed in the National
Historic Register, has nine fireplaces. Henry and Carolyne added a $7
million, six-building, 42,000 square foot "farm complex" for their seven
horses. This was Henry Kravis, chief stoker of the bonfire of the
vanities, celebrated by Vice President Dan Quayle as the New York
Republican Party Man of the Year.
It was to such an apostle of usury that
George Bush turned for advice on public policy in economics and finance.
According to Kravis, Bush "writes me handwritten notes all the time and he
calls me and stuff, and we talk." The talk concerned what the US
government should do in areas of immediate interest to Kravis: "We talked
on corporate debt--this was going back a few years--and what that meant to
the private sector," said Kravis.
Henry Kravis certainly knows all about
debt. The 1980's witnessed the triumph of debt over equity, with a tenfold
increase in total corporate debt during the decade, while production,
productive capacity, and unemployment stagnated and declined. One of the
principal ways in which this debt was loaded onto a shrinking productive
base was through the technique of the hostile, junk-bond assisted
leveraged buyout, of which Henry Kravis and his firm were the leading
practitioners.
The economist Franco Modigliani had
written in the 1950's about the theoretical debt limits of corporations.
Small scale leveraged buyouts were pioneered by Kohlberg during the late
1970's. In its final form, the technique looked something like this:
Corporate raiders looked around for companies that would be worth more
than their current stock price if they were broken up and sold off. Using
money borrowed from a number of sources, the raider would make a tender
offer (once again, a la Jimmy Gammell in the Liedkte United Gas buyout) or
otherwise secure a majority of the shares. Often all outstanding shares in
the company would be bought up, taking the company private, with ownership
residing in a small group of financiers. The company would end up saddled
with an immense amount of new debt, often in the form of high-yield,
high-risk subordinated debt certificates called junk bonds. The risk on
these was high since, if the company were to go bankrupt and be auctioned
off, the holders of the junk bonds would be the last to get any
compensation.
Often, the first move of the raider after
seizing control of the company and forcing out its existing management
would be to sell off the parts of the firm that produced the least
cash-flow, since enhanced cash flow was imperative to start paying the new
debt. Proceeds from these sales could also be used to pay down some of the
initial debt, but this process inevitably meant jobs destroyed and
production diminished.
These raiding operations were justified
by a fascistoid-populist demagogy that accused the existing management of
incompetence, indolence and greed. The LBO pirates professed to have the
interests of the shareholders at heart, and made much of the fact that
their operations increased the value of the stock and, in the case of
tender offers, gave the stockholders a better price than they would have
gotten otherwise. The litany of the corporate raider was built around his
commitment to "maximize shareholder value;" workers, bondholders, the
public, and management were all expendable. Ivan Boesky and others further
embroidered this with a direct apology for greed as a motor force of
progress in human affairs.
An important enticement to transform
stocks and equity into bonded and other debt was provided by the insanity
of the US tax code, which taxed profits distributed to shareholders, but
not the debt paid on junk bonds. The ascendancy of the leveraged buyout
therefore proceeded pari passu with the demolition of the US corporate tax
base, contributing in no small way to the growth of federal deficits.
Plutocrats are always adept in finding loopholes to avoid paying their
taxes. Ultimately, the big profits were expected when the companies
acquired, after having been downsized to "lean and mean" dimensions, had
their stock sold back to the public. KKR reserved itself 20% of the
profits on these final transactions. In the meantime Kravis and his
associates collected investment banking fees, retainer fees, directors'
fees, management fees, monitoring fees, and a plethora of other charges
for their services.
The leverage was accomplished by the
smaller amount of equity left outstanding in comparison with the vastly
increased debt. This meant that if, after deducting the debt service,
profits went up, the return to the investors could become very high.
Naturally, if losses began to appear, reverse leverage would come into
play, producing astronomical amounts of red ink. Most fundamental was that
companies were being loaded with debt during the years of what the
Reagan-Bush regime insisted on calling a boom. It was evident to any sober
observer that in case of a recession or a new depression, many of the
companies that had succumbed to leveraged buyouts and related forces of
usury would very rapidly become insolvent. The Reagan-Bush regime was
forced to argue that supply-side economics and Bush's deregulation had
abrogated the business cycle, and that there never would be any more
recessions. This is why the "recession" (in reality the exacerbation of
the pre-existing depression) that George Bush was forced to acknowledge
during late 1990 was so ominous in its implications. The leveraged buyouts
of the 1980's were now doomed to collapse. The handwriting on the wall was
clear by September-October of 1989, the first year of George Bush's
presidency, when the $250 billion market for junk bonds collapsed just in
advance of the mini-crash of the New York Stock Exchange.
All in all, during the years between 1982
and 1988, more than 10,000 merger and acquisition deals were completed
within the borders of the USA, for a total capitalization of $1 trillion.
There were in addition 3500 international mergers and acquisitions for
another $500 billion. [fn 6 ] The enforcement of antitrust laws atrophied
into nothing: as one observer said of the late 1980's, "such
concentrations had not been allowed since the early days of antitrust at
the beginning of the century."
George Bush's friend Henry Kravis raised
money for his leveraged buyouts from a number of sources. Money came first
of all from insurance companies such as the Metropolitan Life Insurance
Company of New York, which cultivated a close relation with KKR over a
number of years. Met was joined by Prudential, Aetna, and Northwest
Mutual. Then there were banks like Manufacturers Hanover Trust and Bankers
Trust. All these institutions were attracted by astronomical rates of
return on KKR investments, estimated at 32.2% in 1980, 41.8% in 1982, 28%
in 1984, and 29.6% in 1986. By 1987, KKR prospectus boasted that they had
carried out the first large LBO of a publicly held company, the first
billion-dollar LBO, the first large LBO of a public company via tender
offer, and the largest LBO in history, Beatrice Foods.
Then came the state pension funds, who
were also anxious to share in these very large returns. The first to begin
investing with KKR was Oregon, which shoveled money to KKR like there was
no tomorrow. Other states that joined in were Washington, Utah, Minnesota,
Michigan, New York, Wisconsin, Illinois, Iowa, Massachusetts, and Montana.
The decisions to commit funds were typically made by state boards. An
example is Minnesota: here the State Board of Investment is made up of the
Governor, the state Treasurer, the state auditor, the Secretary of State,
and the Attorney General, currently Skip Humphrey. Some of these funds are
so heavily committed to KKR that if any of the highly-leveraged deals
should go sour in the current "recession," pensions for many retired state
workers in those states would soon cease to exist. In that eventuality,
which for many working people has already occurred, the victims should
remember George Bush, the political godfather of Henry Kravis and KKR.
KKR had one other very important source
of capital for its deals: this was the now-defunct Wall Strreet investment
firm of Drexel, Burnham, Lambert, and its California-based junk bond king,
Michael Milken. Drexel and Milken were the most important single customers
KKR had. (Drexel had its own Harriman link: it had merged with Harriman
Ripley & Co. of New York in 1966.) During the period of close working
alliance between KKR and Drexel, Milken's junk-bond operation raised an
estimated $20 billion of funds for KKR. Junk bonds were high-risk,
high-yield, junior debt securities that Milken floated. He started off
with junk bonds issued by fly-by-night insurance companies owned by
financiers seeking to emerge from the penumbra of Meyer Lansky. These
included Carl Lindner and his Great American; Saul Steinberg and his
Reliance Insurance Co., Meshulam Riklis and his Rapid American group;
Laurence Tisch and CNA; Nelson Peltz; Victor Posner; Carl Icahn; Thomas
Spiegel and his Columbia Savings and Loan; and Fred Carr, a financial
gunslinger of the 1960's and his First Executive Corp. insurance firm.
Later, the circle of Milken's customers would expand to include commercial
banks, savings and loans, mutual funds, upscale insurance companies and
others who could not resist the high yields. These robbery barons of
modern usury were dubbed "Milken's monsters" by one of their number,
Meshulam Riklis.
All of these personages pranced at
Milken's annual meetings in Beverley Hills, which were followed by
evenings of sumptuous entertainment. These became known as "the predators'
ball," and attracted such people as T. Boone Pickens, Icahn, Irwin Jacobs,
Sir James Goldsmith, Oscar Wyatt, Saul Steinberg, Boesky, Lindner, the
Canadian Belzberg family, Ron Perelman, and other such figures.
First Executive Corp. was the first great
bankruptcy among the insurance companies in early 1991, giving the
depression of the 1990's a dimension that the economic-financial
conflagration of the 1930's did not possess. First Executive Life
succumbed to losses on its junk bond portfolio, and it will be the first
of many insurance companies to find bankrutpcy via this route. Shortly
thereafter, Mutual Benefit Life Insurance Company of New Jersey was seized
by state regulators. Mutual Benmefit was also the victim of combined real
estate and junk bond losses, and more retirement plans were threatened
with annihilation. Those whose pensions are lost must recall the junk bond
united front that reached from Milken to Kravis to Bush.
Spiegel's Columbia S&L is a classic case
of a thrift institution that went wild in its acquisition of Milken's
high-yield junk. At one time this institution had about $10 billion of
junk in its portfolio. Columbia S&L was seized by federal regulators
during the early months of 1990. Although many savings and loan
bankruptcies have been caused by real estate speculation, many must also
be attributed to a failed quest for a junk bonanza.
Milken's silent partner was Ivan Boesky,
the arbitrageur who went beyond program trading to become a silent partner
in advancing Milken's stockjobbing: sometimes Milkenm would have Boesky
begin to acquire the stock of a certain company so as to signal to the
market that it was in play, setting off a stampede of buyers when this
suited Milken's strategy.
The Beatrice LBO illustrates how
necessary Milken's role was to the overall strategy of Bush backer Kravis.
Beatrice was the biggest LBO up to the time it was completed in
January-February 1986, with a price tag of $8.2 billion. As part of this
deal, Kravis gave Milken warrants for five million shares of stock in the
new Beatrice corporation. These warrants could be used in the future to
buy Beatrice shares at a small fraction of the market price. One result of
this would be a dilution of the equity of the other investors. Milken kept
the warrants for his own account, rather than offer them to his junk bond
buyers in order to get a better price for the Beatrice junk bonds. Later
in the same year, KKR bought out Safeway grocery stores for $4.1 billion,
of which a large part came from Milken.
After 1986, Kravis and Roberts were
gripped by financial megalomania. Between 1987 and 1989, they acquired 8
additional companies with an aggregate price tag of $43.9 billion. These
new victims included Owens-Illinois glass, Duracell, which may not keep on
running as long as many think, Stop and Shop food markets, and, in the
landmark transaction of the 1980's, RJR Nabisco. RJR Nabisco was the
product of a number of earlier mergers: National Biscuit Company had
merged with Standard Brands to form Nabisco Brands, and this in turn
merged with R.J. Reynolds Tobacco to create RJR Nabisco. It is important
to recall that R.J. Reynolds was the concern traditionally controlled by
the family of Bush's personal White House lawyer, C. Boyden "Boy" Gray.
The battle for control of RJR Nabisco was
lost by RJR Nabisco chairman Ross Johnson, Peter Cohen of Sherason Lehman
Hutton and the notorious John Gutfruend of Salomon Brothers. KKR opposed
this group, and a third offer for RJR came from First Boston. The Johnson
offer and the KKR were about the same, but a cover story in the Luce-Skull
and Bones Time Magazine in early December, 1988 targeted Johnson as the
greedy party. The attraction of RJR Nabisco, one of the twenty largest US
corporations, was an immense cash flow supplied especially by its
cigarette sales, where profit margins were enormous. The crucial phases of
the fight corresponded with the presidential election of 1988: Bush won
the White House, so it was no surprise that Kravis won RJR with a bid of
about $109 per share compared to a stock price of about $55 per share
before the company was put into play, giving the prebuyout shareholders a
capital gain of more than $13.3 billion. How much of that went to Boy Gray
of the Bush White House?
The RJR Nabisco swindle generated senior
bank debt of about $15 billion. The came $5 billion of subordinate debt,
with the largest offering of junk bonds ever made. Then came an echelon of
even more junior debt with payment in securities and junk bonds that paid
interest not in cash, but in other junk bonds. But even with all the
wizardry of KKR, there could have been no deal without Milken and his junk
bonds. The banks could not muster the cash required to complete the
financing; KKR required bridge loans. Merrill Lynch and Drexel were in the
running to provide an extra $5 billion of bridge financing. Drexel got
Milken's monsters and many others to buy short-term junk notes with an
interest rate that would increase the longer the owner refrained from
cashing in the note. Drexel's "increasing rate notes" easily brought in
the entire $5 billion required.
In November of 1986, Ivan Boesky pleaded
guilty to one felony count of manipulating securities, and his testimony
led to the indictment of Milken in March, 1989, some months after the RJR
Nabisco deal had been sewn up. In order to protect more important
financial players, Milken was allowed to plead guilty in April 1990 a five
counts of insider trading, for which he agreed to pay a fine of $600
million. On February 13, 1990, Drexel Burnham Lambert had declared itself
bankrupt and gone into liquidation, much to the distress of junk bond
holders everywhere who saw the firm as a junk bond buyer of last resort.
By this time, many of the great LBOs had
begun to collapse. Robert Campeau's retail sales empire of Allied and
Federated stores blew up in the fall of 1989, bring down almosty $10
billion of LBO debt. Revco, Freuhauf, Southland (Seven-Eleven stores),
Resorts International, and many other LBOs went into chapter eleven
proceedings. As for KKR's deals, they also began to implode: SCI-TV, a
spin-off of Storer Broadcasting, announced that it could not service its
$1.3 billion of debt, and forced the holders of $500 million in junk bonds
to settle for new stocks and bonds worth between 20 and 70 cents on the
dollar. Hillsborogh Holdings, a subsidiary of Jim Walker, went bankrupt,
and Seamans Furniture put through a forced restructuring of its debt.
It was clear at the time of the RJR
Nabisco LBO that the totality of the company's large cash flow would be
necessary to maintain payments of $25 billion of debt. That will take a
lot of animal crackers and Winstons. If RJR Nabisco had been a foreign
country, it would have ranked among the top 15 debtor nations, coming in
between Peru and the Philippines. Within a short time after the LBO, RJR
Nabisco proved unable to maintain payments. KKR was forced to inject
several billion dollars of new equity, take out new bank loans, and
dunning its clients for an extra $1.7 billion. RJR Nabisco by the early
autumn of 1991 was a time bomb ticking away near the center of a ruined US
economy. If citizens are bright enough to follow the line that leads back
from Milken to Kravis to Bush, RJR and similar horror stories could
politically demolish George Bush.
In September 1987, Senator William
Proxmire submitted a bill which aimed at restricting takeovers. Two weeks
later, Rep. Rostenkowski of Illinois offered a bill to limit the tax
deductibility of the interest on takeover debt. The LBO gang in Wall
Street was horrified, even though it was clear that the Reagan-Bush team
would oppose such legislation using every trick in the book. Later, LBO
ideologues blamed the Congress for causing the crash of October, 1987.
Kravis has always been adamant in
opposing any restrictions on the kind of insanity we have briefly
reviewed. "I'm very much of a free-market person," says Kravis. I don't
want interference. My life...you've listened to my life story, I don't
want interference! The best thing to happen to people and this country is
a free market system, and I'm very concerned, if we don't keep the right
people in office, that we're not going to have this free-market
environment. And we should have it!" [fn 7]
This corresponds exactly to Bush's
policy. During the 1988 campaign, Bush presented his views on hostile
takeovers, using the forum provided by his old friend T. Boone Pickens'
USA Advocate, a monthly newsletter published by the United Shareholders
Association, which Pickens runs. In the October, 1988 issue of this
publication, Bush made clear that he was not worried about leveraged
buyouts. Rather, what concerned Bush was the need to prevent corporations
from adopting defenses to deter such attempted hostile takeovers. Bush
indicated he wanted to ban poison pill defenses, which often take the form
of a new class of stock in a company that lets its holders buy stock in
the successor company at rock-bottom prices after a buyout. Poison pills
were invented by New York lawyer Marty Lipton, and did not deter raider
Sir James Goldsmith from seizing control of Crown Zellerbach in the
mid-1980's, although Goldsmith's costs were increased.
Bush also railed against "golden
parachutes," which provide lucrative settlements for top executives who
are ousted as the result of a takeover:
I am frankly a bit skeptical about claims
that these so-called 'defensive' tactics are necessary to encourage
long-term investment. Studies suggest that prices of stock reflect
information that is publicly available. Sometimes it seems that managers
use these tactics to save themselves from the competitive pressures of the
market for corporate control, not to protect the interests of the
shareholders.
Bush was clearly hostile to any federal
restrictions on hostile takeovers. If anything, he was closer to those who
demanded that the federal government stop the states from passing laws
that interfere with LBO activity. For that notorious corporate raider and
disciple of Chairman Mao Liedtke, T. Boone Pickens, the message was clear:
I know that Vice President Bush is a free
enterpriser. I don't think there is any doubt if you look at what Vice
President Bush has said and what Gov. Dukakis has said that Bush is
pro-stockholder. I would say Dukakis is pro-management. *
The expectations of Pickens and his ilk
were not disappointed by the Bush cabinet that took office in January,
1989. The new Secretary of the Treasury, Bush crony Nicholas Brady, was
only a supporter of leveraged buyouts; he had been one of the leading
practitioners of the mergers and acquisitions game during his days in Wall
Street as a partner of the Harriman-allied investment firm of Dillon Read.
The family of Nicholas Brady has been
allied for most of this century with the Bush-Walker clan. During his Wall
Street career at Dillon, Read, Brady, like Bush, cultivated the self-image
of the patrician banker, becoming a member of the New York Jockey Club and
racing his own thoroughbred horses at the New York tracks once presided
over by George Herbert Walker and Prescott Bush. Brady, like Bush, is a
member of the Bohemian Club of San Francisco and attended the Bohemian
Grove every summer. Inside the Bohemian Grove oligarchic pantheon, Brady
enjoys the special distinction of presiding over the prestigious Mandalay
Camp (or cabin complex), the one habitually attended by Henry Kissinger,
and sometimes frequented by Gerald Ford. When Senator Harrison Williams of
New Jersey was driven out of office by the FBI's "Abscam" entrapment
operation, Brady was appointed to fill out the remainder of the term to
which Williams had been elected. Brady is also reportedly a victim of
dyslexia.
At the Regency in Lower Manhattan, Brady
rubbed elbows each morning at breakfast with Joe Flom and the rest of the
the Skadden Arps crowd, Arthur F. Long of D.F. King and Co., Marty Lipton,
Arthur Liman, Felix Rohatyn, Boesky's friend Marty Siegel, and Joe Perella
of First Boston.
Brady's LBO experience goes back to the
1985 battle for control of Unocal, the former Union Oil Company. T. Boone
Pickens and Mesa Petroleum attempted a hostile takeover of Unocal through
a complex "two-tiered" tender offer by which those shareholders willing to
help Pickens to a majority stake in Unocal would receive cash payment for
their stocks, but those forced to sell to Pickens after he had gone over
the top would be compelled to accept junk securities. In order to defend
against this two-tier, front-loaded hostile tender offer, Unocal
management called in Brady's Dillon Read together with Goldman Sachs.
Working with Goldman Sachs, Brady helped
to devise a new form of anti-takoever defense for Unocal: it was in effect
a self-inflicted leveraged buyout, a self-tender for a large portion of
Unocal's stock which the company offered to buy back at a higher price
than the one stipulated in the Pickens tender offer, although Unocal would
refuse to accept any of the shares held by Pickens. Pickens tried to
overturn this selective self-tender in the courts of Delaware, but he was
defeated.
The self-tender sponsored by Brady's
investment bankers was actually a usurious chicken game: Unocal's tender
offer to buy 80 million shares at an astronomical $72 per share in
comparison with the $54 offered by Pickens. This meant $5.8 billion in new
high-interest junk-bond debt for Unocal, in another triumph of debt over
equity. The premise was that if Pickens insisted on going ahead, he might
very well take over Unocal, but the new debt burden would mean that the
company would soon go bankrupt and Pickens would lose all his money. In
this case, the Unocal management advised by Nick Brady was more than
willing to gamble with the existence of their entire company, and thus
with the livelihoods of thousands of workers and their families, to ward
off the advances of Pickens. In the end, this device would load Unocal
with a crushing $3.6 billion of high-interest debt as a result of the plan
advocated by Brady's firm.
Nick Brady got the job he presently
occupies by heading up a study of the October, 1987 stock market crash,
the results of which Brady announced on a cold Friday afternoon in
January, 1988, just after the New York stock market had taken another 150
point dive.
The study of the October, 1988 "market
break" was produced by a group of Wall Street and Treasury insiders billed
as the "Presidential Task Force on Market Mechanisms." At the center of
the report's attention was the relation between the New York Stock
Exchange, American Stock Exchange, and NASDAC over-the-counter stock
trading, on the one hand, and the future, options, and index trading
carried on at the Chicago Board of Trade, Chicago Board Options Exchange,
and Chicago Mercantile Exchange. The Brady group examined the impact of
program trading, index arbitrage and portfolio insurance strategies on the
behavior of the markets that led to the crash. The Brady report
recommended the centralization of all market oversight in a single federal
agency, the unification of clearing systems, consistent margins, and the
installation of circuit breaker mechanisms. That, at least, was the public
content of the report.
The real purpose of the Brady report was
to create a series of drugged and manipulated markets using funds from the
Federal Reserve and other sources. The Brady group realized that if the
Chicago futures price of a stock or stock index could be artificially
inflated, this would be of great assistance in propping up the value of
the underlying stock in New York. The Brady group focused on the Major
Market Index of 20 stock futures traded on the Chicago Board of Trade,
which roughly corresponded to the principal stocks of the Dow Jones
Industrial Average. As long as the MMI was trading at a higher price than
the DJIA, the program traders and index arbitrageurs would tend to sell
the MMI and buy the underlying stock in New York in order to lock in their
stockjobbing profits. The great advantage of this system was first of all
that some tens of millions of dollars in Chicago could generate some
hundreds of millions of dollars of demand in New York. In addition, the
margin requirements for borrowing money for use to buy futures in Chicago
were much less stringent than the requirements for margin buying of stocks
in New York. Liquidity for this operation could be drawn from banks and
other institutions loyal to the Bush-Baker-Brady power cartel, with full
backup and assistance from the district banks of the Federal Reserve.
The Brady "drugged market" mechanisms,
with the refinements they have acquired since 1988, are a key factor
behind the Dow Jones Industrials' seeming defiance of the law of gravity
in attainting a new all time high well above the 3000 mark during 1991.
Brady's exercise was nothing new: during
the collapse of the Earl of Oxford's South Sea bubble in 1720, the South
Sea Company attempted to support the astronomically inflated price of its
shares by becoming a buyer of its own stock until its cash and credit
reserves were exhausted. Such maneuvers can indeed delay the onset of the
final collapse for some period of time, but they guarantee that when the
panic, crash and bankruptcy finally become overwhelming, the aggregate
damage to society will be far greater than if the crash had been allowed
to occur according to its own spontaneous dynamic. For this reason, a
large part of the fearful price that is being exacted from the American
people as the depression unfolds in its full fury is a result of the
Bush-Brady measures to postpone the inevitable reckoning beyond the 1988
election.
One important case study of the impact of
Bush's Task Force on Regulatory Relief is the meat-packing industry. In
February 1981, when Reagan gave Bush "line" authority for deregulation, he
promulgated Executive Order 12291, which established the principle that
federal regulations "be based upon adequate evidence that their potential
benefits to society are greater than their potential costs to society." In
practice, that meant that Bush threw health and safety standards out the
window in order to ingratiate himself with entrepreneurs. In March 1981,
Bush wrote to businessmen and invited them to enumerate the 10 areas they
wanted to see deregulated, with specific recommendations on what they
wanted done. By the end of the year Bush's office issued a
self-congratulatory report boasting of a "significant reduction in the
cost of federal regulation." In the meatpacking industry, this translated
into production line speedup as jobs were eliminated, with a cavalier
attitude towards safety precautions. At the same time the Occupational
Safety and Health Administration sharply reduced inspections, often
arriving only after disabling or lethal accidents had already occurred. In
1980 there were 280 OSHA inspections in meat packing plants, but in 1988
there were only 176. This, in an industry in which the rate of personal
injury is 173 persons per working day, three times the average of all
remaining US factories. [fn 8]
Bush used his Regulatory Relief Task
Force as a way to curry favor with various business groups whose support
he wanted for his future plans to assume the presidency in his own right.
According to one study made midway through the Reagan years, Bush
converted his own office "into a convenient back door for corporate
lobbyists" and "a hidden court of last resort for special interest groups
that have lost their arguments in Congress, in the federal courts, or in
the regulatory process." "Case by case, the vice president's office got
involved in some mean and petty issues that directly affect people's
health and lives, from the dumping of toxic pollutants to government
warnings concerning potentially harmful drugs." [fn 9]
There were also reports of serious abuses
by Bush, especially in the area of conflicts of interest. In one case,
Bush intervened in March, 1981 in favor of Eli Lilly & Co., a company of
which he had been a director in 1977-79. Bush had owned $145,000 of stock
in Eli Lilly until January, 1981, after which it was placed in a blind
trust, meaning that Bush allegedly had no way of knowing whether his trust
still owned shares in the firm or not. The Treasury Department had wanted
to make the terms of a tax break for US pharmaceutical firms operating in
Puerto Rico more stringent, but Vice President Bush had contacted the
Treasury to urge that "technical" changes be made in the planned
restriction of the tax break. By April 14 Bush was feeling some heat, and
he wrote a second letter to Treasury Secretary Don Regan asking that his
first request be withdrawn because Bush was now "uncomfortable about the
appearance of my active personal involvement in the details of a tax
matter directly affecting a company with which I once had a close
association." [fn 10] Bush's continuing interest in Eli Lilly is
underlined by the fact that the Pulliam family of Indiana, the family clan
of Bush's later running mate Dan Quayle, owned a very large portion of the
Eli Lilly shares. Bush's choice of Quayle was but a re-affirmation of a
pre-existing financial and political alliance with the Pulliam interests,
which also include a newspaper chain.
The long-term results of the deregulation
campaign that Bush used to burnish his image are suggested by the
September, 1991 fire in a chicken-processing plant operated by Imperial
Food Products in Hamlet, North Carolina, in which 25 persons died. One
obvious cause of this tragedy was an almost total lack of adequate state
and federal inspection, which might have identified the fire hazards that
had built up over a period of years. This fire led during October, 1991 to
the bankruptcy of the Imperial Food Products Company, which could not
obtain financing to roll over its short-term and long-term debt
obligations. 225 workers at the Hamlet plant lost their jobs, as did 200
workers at the company's other plant in Cumming, Georgia.
Bush's idea of ideal labor-management
practices and corporate leadership in general appears to have been
embodied by Frank Lorenzo, the most celebrated and hated banquerotteur of
US air transport. Before his downfall in early 1990, Lorenzo combined
Texas Air, Continental Airlines, New York Air, People Express, and Eastern
Airlines into one holding, and then presided over its bankruptcy. Now
Eastern has been liquidated, and the other components are likely to follow
suit. Along the way to this debacle, Lorenzo won the sympathy of the
Reagan-Bush crowd through his union-busting tactics: he had thrown
Continental Airlines into bankruptcy court and used the bankruptcy
statutes to break all union contracts, and to break the unions themselves
as well. Continental pilots had been stripped of seniority, benefits, and
bargaining rights, and had been subjected to a massive pay cut under
threat of being turned out into the street. In 1985, the average yearly
wage of a pilot was $87,000 at TWA, but less than $30,000 at Continental.
The hourly cost of a flight crew for a DC-10 at American Airlines was
$703, while at Continental it was only $194. It is an interesting
commentary on such wage gouging that Lorenzo nevertheless managed to
bankrupt Continental by the end of the decade.
George Bush has been on record as a
dedicated union-buster going back to 1963-64, and he has always been very
friendly with Lorenzo. When Bush became president, this went beyond the
personal sphere and became a revolving door between the Texas Air group
and the Bush Administration. During 1989, the Airline Pilots' Association
issued a list of some 30 cases in which Texas Air officials had
transferred to jobs in the Bush regime and vice versa. By the end of 1989,
Bush's top Congressional lobbyist was Frederick D. McClure, who had been a
vice president and chief lobbyist for Texas Air. McClure had traded jobs
with Rebecca Range, who had worked as a public liaison for Reagan until
she moved over to the post of lead Congressional lobbyist for Texas Air.
John Robson, Bush's deputy Secretary of the Treasury, was a former member
of the Continental Airlines board of directors. Elliott Seiden, once a top
antitrust lawyer for the Justice Department, switched to being an attorney
for Texas Air. [fn 11]
When questioned by Jack Anderson, McClure
and Robson claimed that they recused themselves from any matters involving
Texas Air. But McClure signed a letter to Congress announcing Bush's
opposition to any government investigation of the circumstances
surrounding the Eastern Airlines strike in early 1989. Bush himself has
always stonewalled in favor of Lorenzo. During the early months of the
landmark Eastern Airlines strike, in which pilots, flight attendants, and
machinists all walked out to block Lorenzo's plan to downsize the airline
and bust the unions, the Congress attempted to set up a panel to
investigate the dispute, but Bush was adamant in favor of Lorenzo and
vetoed any government probes. [fn 12]
Lorenzo's activities were decisive in the
wrecking of US airline transportation during the Reagan-Bush era. When
Carl Icahn was in the process of taking over TWA, he was able to argue
that the need to compete in many of the same markets in which Lorenzo's
airlines were active made mandatory that the TWA work force accept similar
sacrifices and wage cuts. The cost-cutting criteria pioneered with such
ruthless aggressivity by Lorenzo have had the long-term of effect of
reducing safety margins and increasing the risk the traveling public must
confront in any decision to board an airliner operating under US
jurisdiction. Eastern has disappeared, and Continental has been joined in
bankruptcy by Midway, America West, while Pan American sold off a large
part of its operations to Delta while teetering on the verge of
liquidation. Icahn's TWA is bankrupt in every sense except the final
technicalities. Northwest, having been taken through the wringer of an LBO
by Albert Cecchi, is now busy lining up subsidies from the state of
Minnesota and other sources as a way to stay afloat. It is widely believed
that when the dust settles, only Delta, American, and perhaps United will
remain among the large nationwide carriers. At that point hundreds of
localities will be served by only one airline, and that airline will
proceed to raise its fares without any fear of price competition or any
other form of competition. With that, air travel will float beyond the
reach of much of the American middle class, and the final fruits of
airline deregulation will be manifest. In the meantime, it must be feared
that the erosion of safety margins will exact a growing toll of human
lives in airline accidents. If such tragedies occur, the bereaved
relatives will perhaps recall George Bush's friend Frank Lorenzo.
And how, the reader may ask, was George
Bush doing financially while surrounded by so many billions in junk bonds?
Bush had always pontificated that he had led the fight for full public
disclosure of personal financial interests by elected officials. He never
tired of repeating that "in 1967, as a freshman member of the House of
Representatives, I led the fight for full financial disclosure." But after
he was elected to the vice presidency, Bush stopped disclosing his
investments in detail. He stated his net worth, which had risen to $2.1
million by the time of the 1984 election, representing an increase of some
$300,000 over the previous five years. Bush justified his refusal to
disclose his investments in detail by saying that he didn't know himself
just what securities he held, since his portfolio was now in the blind
trust mentioned above. The blind trust was administered by W.S. Farish &
Co. of Houston, owned by Bush's close crony William Stamps Farish III of
Beeville, Texas, the descendant of the Standard Oil executive who had
backed Heinrich Himmler and the Waffen SS. [fn 13]
NOTES:
1. Walter Pincus and Bob Woodward, "Doing
Well With help From Family, Freinds," Washington Post, August 11, 1988.
2. Houston Chronicle, February 21, 1963.
See clippings available in Texas Historical Society, Houston.
3. Thomas Petzinger, Oil and Honor (New
York, 1987), pp. 244-245.
4. See Washington Post, February 5, 1989.
5. For the relation between George Bush
and Henry Kravis, see Sarah Bartlett, The Money Machine: How KKR
Manufactured Power & Profits (New York, 1991), pp. 258-259 and 267-270.
6. Roy C. Smith, The Money Wars (New
York, 1990), p. 106.
7. Bartlett, pp. 269-270.
8. Washington Post, September 29, 1988.
9. Judy Mann, "Bush's Top Achievement,"
Washington Post, November 2, 1988.
10. William Greider, Rolling Stone, April
12, 1984.
11. "Bush Denies Influencing Drug Firm
Tax Proposal," Washington Post, May 20, 1981.
12. Jack Anderson and Dale Van Atta, "The
Bush-Lorenzo Connections," Washington Post, December 21, 1989.
13. James Ridgway, The Tax Records of
Reagan and Bush, Texas Observer, September 28, 1984.
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