EXAMINER                                                 Issue # 95        November 14, 2000

Monitoring Corporate Agribusiness From a Public Interest Perspective

A.V. Krebs


Not content with being the nation’s largest pork processor and producer Smithfield Foods Inc. now is seeking to become the U.S. ‘s largest beef packer as they have announced an unsolicited bid to acquire IBP Inc. for $2.7 billion in stock, plus the assumption of $1.4 billion in debt.

Smithfield’s offer betters by 12.4% the $22.25-a-share cash bid the IBP board accepted six weeks ago from management and a private-equity fund controlled by Donaldson, Lufkin & Jenrette Inc., IBP's longtime investment banker.

Immediately reacting to the news of the latest bid for IBP, Iowa Attorney General Tom Miller, saying he is "very concerned" about a move that would join the nation's  top two pork processors, and said his office would investigate Smithfield's  announced plans to merge with IBP.

 "We will investigate this situation in cooperation with other states and
 the U.S. Department of Justice," Miller's office said. "The proposed merger poses serious questions for pork producers about the  marketing of their hogs, and for consumers who buy pork products in the  marketplace.”

IBP, responding to the Smithfield bid said a special committee of independent board members would examine the proposal and make a recommendation to the full board and to management. In a brief statement, the company said  a directors' committee, "with the help of outside counsel and its  financial adviser, will examine the proposal. Until that is completed, and  the committee has made its recommendation, it is inappropriate for us to speculate on the outcome or make any additional comments."

Members of the special directors committee, as reported by Dow Jones Newsservice’s Richard Gibson, will be chaired by Joann R. Smith, a former Assistant Secretary of Agriculture. Others on the panel  include Wendy L. Gramm, former chairwoman of the U.S. Commodity Futures Trading Commission and wife of Texas Republican U.S. Senator Phil Gramm; John J. Jacobson Jr., president of TransAm Trucking  Inc.; Martin A. Massengale, president emeritus of the University of Nebraska; and Michael L. Sanem, a cattle feeder and private investor who formerly was affiliated with Monfort Meat Co., a subsidiary of ConAgra Corp.

If Smithfield is successful in purchasing IBP’s stock it would allow the company to deliver pork and beef to its customers on the same trucks. IBP, the nation's biggest beef producer, operates ten cattle slaughtering plants in the U.S. and a similar plant in Canada.

Currently Smithfield which already owns 6.6% of IBP, according to industry reports, has the capacity to kill about 82,000 hogs daily. IBP, the nation's No. 2 pork packer, has the capacity to kill about 73,000 hogs daily.

In 1999, IBP controlled nearly one-third of the country's commercial-beef slaughter capacity and Tyson Foods Inc. controlled about one-quarter of poultry-slaughter capacity. By comparison, Smithfield controlled 18.4%, and IBP 17.7%, of commercial-hog slaughter capacity, according to research by Credit Suisse First Boston. IBP, with 1999 sales of $14.1 billion, is much bigger than Smithfield, which has annual sales of $5.2 billion.

As Nikhil Deogun and Scott Kilman in the Wall Street Journal report “to overcome antitrust hurdles, Smithfield is apparently willing to divest itself of certain assets of the combined company, such as one or two Midwestern pork-processing facilities, to reduce its market share. People familiar with Smithfield's thinking say the company is likely to argue that the pork sector isn't as concentrated as some other parts of the livestock industry. . . .

“Since Smithfield is proposing a stock-swap deal,” Deogun and Kilman add, “IBP shareholders would end up owning a majority of the combined company. Smithfield, which expects cost savings of about $200 million a year, is believed to be principally advised by Goldman Sachs Group Inc. and the law firm of Simpson Thacher & Bartlett. For Smithfield, an acquisition of IBP would add to earnings per share in the first year.”

Smithfield, they note, has been a Wall Street darling, with its stock price rising 118% during the past five years, “far outperforming its peers. IBP, for instance, has seen its stock fall 33% in the same time period despite the offer by Donaldson, Lufkin & Jenrette. “

Some cast the suspicion such as Mike Callicrate, owner of the St. Francis, Kansas Callicrate Feedyards,  that the Smithfield bid may simply be a ploy to force Donaldson, Lufkin & Jenrette to make a higher offer than its recent $22.25-a-share cash bid while pursuing a planned goal of establishing IBP as a private corporation.

If the current  DLJ-led buyout offer was accepted it would give Smithfield a profit of more than $40 million on its IBP stock.

For approximately $2.4 billion in cash plus the refinancing and assumption of approximately $1.4 billion in debt Rawhide Holdings Corporation, a wholly owned subsidiary of DLJ Merchant Banking Partners III, L.P., a private equity fund affiliated with Donaldson, Lufkin & Jenrette, Inc., is seeking to purchase the outstanding stock of IBP. Other investors will include Archer Daniels Midland Company, a Booth Creek Partners and certain IBP management employees.

Since the offer by  DLJ,  which has since been acquired by Credit Suisse First Boston, a unit of Credit Suisse Group, there has been a growing dissatisfaction within the investment community of the purchase. Brandes Investment Partners, IBP's second-largest shareholder, with a 9.1% stake, has said in a securities filing that it would vote against the DLJ-led deal.

ADM “Supermarkup to the World” as part of its agreement to help take IBP Inc., private would double its stake in IBP while selling a portion of its current IBP stock for more than $67 million, while contributing no cash to the going-private transaction.

Even though ADM now has a 12.2% stake in the meatpacker the DLJ-led group has agreed to buy 3,051,400 of ADM's 12,951,400 IBP shares at $22.25 each immediately before the merger is consummated, filings with the Securities and Exchange Commission (SEC) have revealed

ADM would then contribute its remaining 9.9 million shares in exchange for a 25% stake in the new IBP, the SEC filings show.   ADM also would have one of nine seats on the new IBP board.


Efforts by Archer Daniels Midland (ADM) to block the use of conversations secretly recorded by former ADM executive Mark Whitacre have once again failed as the U.S. Supreme Court acting without comment Monday, turned away an appeal by the  “Supermarkup to the World” and its former president, James R. Randall.

The tapes, which have been sought in a civil price-fixing suit against ADM by plaintiffs who claimed the company also conspired to fix the price of high fructose corn syrup, were used to win convictions against two ADM officials for their role in a conspiracy to fix the prices of citric acid and feed additive lysine. Nearly 200 tapes were requested  by plaintiffs in the subpoena at issue before the Supreme Court.

A U.S. district judge in Peoria, Illinois, ruled that the plaintiffs could obtain the tapes made by Whitacre with the cooperation of the FBI of face-to-face conversations, but not the recordings of  telephone conversations. The Seventh U.S. Circuit Court of Appeals in June said the plaintiffs could have all of the tapes.

ADM and Randall argued  in their high court appeal (Randall vs. Dellwood Farms, 00-421) that use of the tapes in the civil lawsuit ran afoul of a federal wiretap law. Randall, who curiously was not involved in any antitrust violations, said he feared that "some of the recordings contain embarrassing statements by him on unrelated matters."

After pleading guilty in 1996 to conspiring to fix prices for lysine and citric acid ADM paid $100 million in fines while Whitacre and ADM executives, Michael D. Andreas and Terrance W. Wilson, were convicted in 1998 for their roles in the scandal and each fined $350,000 and are currently serving  three year and two year nine month prison sentences.

Whitacre was already serving a nine-year prison term for allegedly embezzling nearly  $9 million from the company and funneling the money into bank accounts in  Switzerland and elsewhere.


Historically considered one of the world’s four largest grain companies Bunge International Ltd., a long-time private corporation is considering going public in an effort to raise $500 million through an initial public offering (IPO).

According to a report by Scott Kilman in the Wall Street Journal the IPO will take place within two years, depending on conditions of the stock market, as outlined by William M. Wells, Bunge's chief  financial officer.

“Bunge, which moved its headquarters to White Plains, New York, in 1999 from Sao Paulo, Brazil, needs the money to help compete in the race among the  world's grain-handling companies to get bigger. Bunge would use proceeds of the IPO to modernize its mills and to buy more grain-storage facilities along the lower Mississippi River, among other things.”

The company which generates annual revenue of about $10 billion, is a competitor of the world's larger commodity companies: closely held Cargill Inc. and publicly traded Archer-Daniels-Midland Co. Bunge processes one-fifth of the world's soybean crop, some of which is crushed into meal and cooking oil at a Council Bluffs, Iowa, plant that opened in early 1999.

Consumer contact with  Bunge comes through Tricon Global Restaurants Inc.'s KFC frying chicken in Bunge cooking oil while Starbucks Corp. puts Bunge flavorings in its coffee, and  Kellogg Co. uses Bunge corn in Corn Flakes breakfast cereal.

Bunge's network of 400 facilities for gathering and milling crops is divided between North America and South America, but it is far better known south of the equator. In Brazil, Bunge sells branded staples such as margarine, flour, mayonnaise, bread and pasta.

As Kilman observes “the company's plan to go public is unusual on a couple of levels. For one thing, grain arbitragers such as Bunge traditionally are a secretive bunch. Their profits depend on having better intelligence than  competitors about the state of the world's crops.

“Bunge also is in a business --- commodity processing --- that is out of  favor with most investors, so much so that some publicly traded firms are trying to go private. Agriculture is the epitome of an Old Economy  business, the sort of mature, asset-intensive, thin-margin cyclical enterprise that bores investors in today's high-technology world. The grain business is particularly slow nowadays. Crop prices are depressed;  the U.S. farm economy is mired in recession. Exports of U.S. grain  products to Asia are so weak that several commodity processors are idling  mills,” he adds.

Despite the grain trades unpopularity among Wall Street investors Bunge's interest in going public reflects some of the pressures building on the world's  grain companies, several of which are over a century old

As Kilman notes, “the families that own them have expanded by several generations. In some cases, the younger owners aren't  as interested in the business as their ancestors. Going public would make it easier for family members to liquidate holdings.”

While some of Bunge's approximately 100 owners are restless, the family members, none of whom are in Bunge management anymore, would continue to own a controlling stake in the company after any IPO.

“Grain companies also hunger for capital,” Kilman points out, “and going public makes that  easier to generate. Among other things, as a publicly traded company, it would be easier for Bunge to make acquisitions for stock. "Ultimately, there are going to be only three or four major players in the grain business," said Wells. "We certainly hope to be one of them."


In what critics are calling “outrageous,” “bad trade policy,” and “an unconstitutional infringement on the President's foreign-affairs power,” U.S. Senate Majority Leader Trent Lott is seeking to give Chiquita Brands International Inc. a veto over any settlement in the contentious banana trade war.

By inserting  language into a Senate appropriations bill that would, in effect, block the U.S. trade representative from settling the long-running trans-Atlantic banana war without first getting approval from Chiquita the Mississippi Republican is attempting to give a U.S. company extraordinary foreign-policy power.

As the Wall Street Journal’s Helene Cooper recently reported some of the  measure's proponents are annoyed that White House officials have dragged their feet on issuing an updated list of European products to hit with punitive tariffs in the banana war, after being ordered to do so by Congress last spring.

Lott's Chiquita maneuver, she notes, came a week after Sen. Robert Byrd (Dem.- West.Virginia) put a provision in a spending bill handing over to U.S. steel companies duties collected from their foreign rivals, imposed to fight dumping practices. The Byrd provision passed in the House; Senate approval is likely, aides say. Lott seeks to put the banana provision in a big end-of-session spending bill; if successful, that would about ensure enactment.

Lott’s provision would mean the European Union would be negotiating with Chiquita an end to the banana trade war. "This is pretty outrageous," Gary Hufbauer, a trade economist with the Institute for International Economics told Cooper.. "This basically changes the whole nature of the system."

House Ways and Means Chairman Bill Archer (Rep. -Texas) and Senate Finance Committee Chairman William Roth (Rep.- Delaware) have written letters to their colleagues complaining about the Lott maneuver.

"This proposal constitutes, at best, bad trade policy and, at worst, is an unconstitutional infringement on the President's foreign-affairs power," Roth wrote. "It is bad trade policy because it takes control over a trade dispute out of the hands of the President and puts it in the hands of one segment of the domestic industry that is not fully representative of the broader interests of that industry."

Lott, according to Senate GOP staffers, is merely trying to ensure Chiquita
doesn't end up with a bad deal. As Cooper notes “Europe is threatening retaliatory sanctions on U.S. companies in a separate trade dispute --- over a U.S. foreign-tax subsidy ruled illegal by the World Trade Organization in Geneva. Chiquita proponents worry that U.S. officials might bargain away Chiquita's interests to placate the EU in the tax case.”

For the past seven years Chiquita Brands International has been opposed to the EU's existing regime, which favors EU banana traders. Chiquita,  prefers a system that would base how much a company can import on the size of its market share before the EU created the current regime in 1993. At the time, Chiquita's share was twice the size of its current level. Dole Foods has now drawn ahead of Chiquita in market shares.

Although the U.S. doesn't grow bananas, the Clinton Administration has been fighting for the rights of Dole and Chiquita to trade with the EU.

Clearly the U.S. bias towards Chiquita stems from the fact that there are no U.S. jobs here at stake here, that there is no danger of a further imbalance of trade, and there is no economic damage about to befall the U.S. It is simply a case of Clinton & Co. seeking to protect the financial interests of Chiquita’s Carl H.Lindner as opposed to the interests of thousands of small banana farmers in the Eastern Caribbean and in Jamaica. Chiquita employs most of its 45,000 workers in Honduras and Guatemala.

As Michael Weiskoff reported in Time Magazine, “You wouldn't know how grateful Lindner was by checking records at the Federal Election Commission; he gave the Democratic National Committee only $15,000 in the final 15 months of the [1996] campaign. Instead, D.N.C. officials instructed Lindner to give directly to state-party coffers, which are subject to far less public scrutiny than federal-election accounts. On April 12, 1996, the day after [then U.S. Trade Representative Mickey] Kantor asked the WTO to examine Chiquita's grievance, Lindner and his top executives began funneling more than $500,000 to about two dozen states from Florida to California, campaign officials told Time.”

In 1999 after WTO approval, the U.S. closed its market to $191.4 million in products from Europe, in a campaign to force the EU to import more bananas distributed by Chiquita and Dole. That action was followed as the U.S. did the same to a different list of $116 million in European products, as part of its campaign to get the EU to end its ban on hormone-treated beef.


Predicting that the costs of recovering this year's genetically-engineered  contaminated StarLink corn will be “significantly below” $1 billion, Aventis CropScience, a unit of France's Aventis SA, the corn seed’s manufacturer says it is “assessing the degree of shared responsibility of the different actors” in the agricultural and food business “as well as insurance coverage for such costs.”

Although StarLink corn was not approved for human consumption because
of questions about its potential to cause allergic reactions, it has been found in recent months in a variety of consumer corn products.

Meanwhile, fearful that farmers may be vulnerable to significant financial losses and legal liability resulting from StarLink’s use the Minneapolis, Minnesota-based Institute for Agriculture and Trade Policy (IATP) is asking seven state attorneys general to investigation the situation.

“Clearly Aventis CropScience didn't live up to its obligations, which has levied a heavy cost on all those involved in the corn stream," charged Mark Ritchie, IATP president..

In announcing the investigation request, Ritchie added that  ‘”legal questions are being raised, liability lawsuits are being prepared --- we need the Attorneys General to step in and make sure farmers are treated fairly. At the same time the USDA has taken the unprecedented move of participating in a corn recall to aid a private company.”

Aventis CropScience has admitted that not all farmers signed contracts
indicating they understood that the corn was to be kept out of the marketing stream for food. StarLink corn was only approved for use in animal feed or for industrial processes. StarLink contains a new form of Bacillus thuringiensis (Bt) that differs from other types of Bt corn.

Aventis has asked the Environmental Protection Agency to temporarily approve StarLink for food use to prevent further recalls of corn products and prevent disruptions among grain handlers and food processors. The EPA has scheduled a public meeting on the Aventis request November 28 and expects to have a recommendation from a panel of scientific advisers by December 1.

The fact that not only are consumer corn products contaminated by StarLink being recalled in the U.S, but some foreign  markets, including Japan, are refusing to buy the grain even as livestock feed only increases financial uncertainty for dozens of Midwestern grain elevators and farmers. “If Aventis can't pay them for their losses, there are some elevators that  will find themselves struggling," Ed Beaman, president of the association that represents most elevators in Iowa, told Dow Jones Newswires.

Recently the Archer-Daniels-Midland Co. (ADM) processing plant in Decatur, Illinois rejected 40% of two train loads of corn from a farmers cooperative in Prairie City, Iowa, because traces of the genetically modified corn were found. In all, 135,000 bushels were rejected, Farmers Cooperative Exchange grain merchandiser Rich Bishop reported to Dow Jones.

As a result, the Iowa co-op was forced to find another buyer “at a great  discount,” Bishop said. He estimated that the StarLink co-mingled corn would cost the cooperative 22 cents per bushel, or nearly $30,000. Meanwhile, “I've stopped selling” any other corn stored at the co-op's six sites, Bishop said.  “They're [Aventis] going to run into some very, very large claims real soon."


Until its StarLink genetically engineered corn, approved only for livestock feed, began to make national and worldwide headlines turning up in consumer corn products its creator and designer Aventis SA , despite being one of the world’s largest pharmaceuticals and agrichemical companies, had received little public attention.

But as the Des Moines Register’s Business Writer S.P. Dinnen detailed in a November 5  profile the French-based company has a famous (infamous?) corporate pedigree.

Actually Aventis, which sells its technology in the United States through Aventis CropScience, of Research Triangle Park, North Carolina, is a new company, the product of the December 1999 merger between old-time European manufacturing giants Rhone Poulenc SA and Hoechst A.G.

Rhone Poulenc was founded in 1858 as an apothecary shop in Paris. By the early 1900s the company had developed a synthetic drug to combat previously untreatable syphilis. Hoecsht also traces its roots to the mid-19th century, when it started making chemicals in Germany. In 1925, it joined with drugmaker Bayer A.G. and chemical manufacturer BASF to become part of I.G. Farbenindustrie A.G.

As Dinnen points out in his profile, I.G. Farben, as that company was known, was broken up by Allied forces after World War II because of its involvement in producing gases used in Hitler's death camps. It “gases” were also the forerunners of the modern-day chemical poisons used in agriculture known more commonly as the euphemistically corporate-dubbed  “pesticides.”

Neither Hoecsht, Bayer nor BASF were held responsible for I.G. Farben's wartime activities. The three were allowed to maintain their businesses.

After it merged with Rhone Poulenc, Hoechst was Germany's largest drugmaker. About 75% of Aventis' $17 billion in 1999 sales came from its drugs business. The rest was from its agrichemicals sector, based in Lyon, France. Aventis CropScience's popular farm products include Balance and Puma herbicides and the Regent brand of pesticide.

To better concentrate on pharmaceuticals, Dinnen reports, Aventis SA is considering a spinoff of its farm chemicals business, including Aventis CropScience. But Aventis SA spokesman John Abrams said no decision is imminent.

"We are looking at our life sciences strategy and giving ourselves the next 12 to 18 months to see what makes sense," he said.
“The flap over StarLink,” Dinnen notes, “ appears to have had little impact on Aventis SA. Its American Depositary Shares, traded on the New York Stock Exchange, are up 22 percent for the year. Since early October, when the StarLink controversy began to mushroom, its shares have fallen about nine percent.

Johannah Walton, a securities analyst in London with Lehman Brothers, sees little threat to Aventis SA from StarLink.”There may be some element of StarLink” in a recent weakening of Aventis SA shares, said Walton. But she said it's more likely related to whether Aventis SA will jettison Aventis CropScience.

"I don't think it's a material issue," said Ted Semegran, an agribusiness industry analyst in New York. He called StarLink more an emotional issue than a practical concern, adding that the three-year-old StarLink's problems were "not a big deal" to a company as large as Aventis.

Kuwait's government-run petroleum company, which is the largest single shareholder of Aventis, declined to comment to Dinnen on whether Aventis could be harmed by StarLink backlash.

Occasioned by the StarLink controversy Aventis has hired a New York City publicity firm, Abernathy and MacGregor, to field inquiries on StarLink. It also has set up a Web site
where farmers, elevator operators and other people interested in the corn can gather information.


Voters in California’s famous wine-producing Sonoma County, ranked as the second-fastest-growing region in the state’s San Francisco Bay region, rejected a Rural Heritage Initiative I on November 7 which was aimed at controlling suburban sprawl.

The Measure I, as reported in Issue #93, would have freezed most of the general plan for 30 years,  requiring that any amendments that affect agricultural and rural resource lands ---  including changes in housing density --- be submitted to voters. It would have affected about 700,000 rural acres, or two-thirds of the county.

While Measure I was supported by environmental groups, including the Sierra Club, Greenbelt Alliance and Sonoma County Conservation  Action, as well as farmers and urban planners who said it would protect rural lands from unwanted housing and commercial sprawl, it was opposed by the Sonoma County Farm Bureau, Sonoma County Farmlands Group and North Bay Agricultural Alliance, who lined up against the measure.

Combined spending on the measure was expected to surpass $700,000.

Supporters of the measure pointed out that the opposition, financed by wineries and construction interests, wanted to safeguard the right to sell agricultural land for subdivisions and office parks while opponents claimed Measure I was only masquerading as farmland protection and would increase pressure to subdivide in 65,000 acres of rural residential lands. They also contended it was too costly, was drafted in a secretive fashion and would jeopardize the building of future parks, hospitals and other public benefits.

“We lost this election, but the issue of sprawl is not going to go away,” County Supervisor Mike Reilly told the San Francisco Chronicle’s Pamela J. Podger. “This will be back before the voters within two years.”

AnnaLis Dalrymple of the North Bay chapter of the Greenbelt Alliance voiced disappointment with the result. But she called the measure “a good first step. The voters are philosophically with us. The voters want to have control over growth that will significantly change the landscape.”

While the countywide measure was headed toward defeat, voters in three cities in Sonoma County were favoring urban growth controls.


While THE AGRIBUSINESS EXAMINER is a subscription free e-mail newsletter
it still welcomes contributions. However, such contributions in recent months
have been few and far between. Thus, plans to purchase new computer
equipment in an effort to improve  the production and distribution of THE
AGRIBUSINESS EXAMINER  have been unfortunately postponed due to said
lack of such  contributions. Nevertheless, it is hoped that readers still value THE
AGRIBUSINESS EXAMINER to such an extent that they will willingly  and
generously financially support its continued circulation as it enters its third year.
Checks should be made out to A.V. Krebs and  sent to P.O. Box 2201, Everett,
Washington 98203-0201


The Corporate Agribusiness Research Project (CARP) web site now contains a
streamlined search engine which will not only allow viewers to  find needed
information by  simply using key words, but they will be able to also access
Issues #1 through  #77 of THE  AGRIBUSINESS EXAMINER.

The CARP web site, which is now posted on the World Wide Web, features:

THE AGBIZ TILLER, the progeny of the one-time printed newsletter, now
becomes an on-line news feature of the Project. Its initial essay concerns one
Hillary Rodham  Clinton,  now the junior U.S. Senator-elect from New York State.

available  through THE AGBIZ TILLER you'll learn some of the messy details
behind her cattle  futures "miracle." You will also find in this section the archives
for past editions of  the THE  AGBIZ TILLER.

In "Between the Furrows" there is a wide range of pages designed to inform
and  educate  readers on the inner workings of corporate agribusiness. In
addition to CARP's  "Mission  Statement," "Overview" and the Project director's
"Publication Background," the  viewer will  find a helpful "Fact Sheet" on
agriculture and corporate agribusiness; a "Fact  Miners"  page  which is an effort
to assist the reader in the necessary art of researching  corporations; a  page of
"Quoteable Quotes" periaing to agribusiness and corporate  power; a  "Links"
page  which  allow the reader to survey various useful public interest,
government and  corporate  web sites; a "Feedback" page for reader input, and
a page  where readers can  order  directly the editor's The Corporate Reapers:
The Book of  Agribusiness.

The CARP web site was designed and  produced by ElectricArrow of Seattle,

Simply by clicking on either of the addresses below all the aforementioned
features and  information are yours to enjoy, study, absorb and sow.