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Safeway Workers Pay, Greenmailers Profit

November 26, 1986|HARRY BERNSTEIN

Much of the nation's attention is focused too narrowly these days on a few money-hungry financial manipulators and their impact on the stock market and corporate America.

Almost ignored are the hundreds of thousands of workers whose jobs are being eliminated or whose wages are being drastically cut as a result of the big-deal mania afflicting the country.

Financial experts themselves often don't really know exactly what is happening--or at least what to do about the frenzy of corporate takeovers, corporate restructurings, mergers and incidents of "greenmail" that frequently make millions for a few wheeler-dealers who sometimes act like a school of sharks in its own feeding frenzy.

Workers have far less understanding of the situation. Many of them know only that suddenly they are out of work, or are told either to accept whopping pay cuts or join the ranks of the unemployed.

One disturbing example of the widespread problem reaches a critical stage for workers this week in California as final corporate "restructuring" details are ironed out in the multibillion-dollar takeover battle for Safeway, the nation's largest supermarket chain.

Using some intriguing legal tactics, and plain old negotiations, the AFL-CIO United Food and Commercial Workers Union is attempting to get some protection for its 110,000 members at Safeway against threatened losses of some pensions, vacations, holiday pay and, most important, an estimated 25,000 jobs that may be eliminated.

On Monday, Safeway Stores became a subsidiary of Safeway Stores Holdings Corp. in the corporate restructuring done to protect the company's owners and executives from what was billed as a takeover attempt by the father-son team of Herbert H. and Robert M. Haft of Landover, Md., where they control Dart Group. Safeway Stores Holdings is a newly organized arm of the New York investment firm of Kohlberg Kravis Roberts & Co.

While the financial manipulators and many Safeway shareholders made millions from the deal, Safeway workers will almost surely be the big losers, just as hundreds of thousands of other workers have been in similar corporate shake-ups.

The sword hanging over the heads of the Safeway workers is the debt of more than $5 billion that their very profitable company amassed to protect itself from the "takeover" maneuvers of the Hafts, who were aided and abetted by the investment banking firm of Drexel Burnham Lambert, now the target of an insider trading investigation.

Safeway's debt was arranged by Kohlberg Kravis Roberts, which took over Safeway for about $4.1 billion and removed the company's stock from the nation's stock exchanges.

Now Safeway must pay more than $1.5 billion in interest and principal to its creditors in the next 18 months alone because of its massive new debt.

Safeway is expected to get the money by such means as selling about 280 stores in Britain, selling many of its stores in the United States and laying off thousands of employees.

To protect their members at Safeway, William Olwell, executive vice president of the UFCW, and other union officials started negotiations with the company on Tuesday.

They will propose, among other things, an agreement that any buyers of Safeway stores be obligated to retain current employees and their union contracts. Also, they want extended unemployment benefits and other protections for laid-off workers.

One pressure on the company to "do something" comes from an unusual legal action filed against Safeway last week in Alameda County by the union under a rarely used law, California's Uniform Fraudulent Conveyance Act.

If the union wins, the case could have nationwide repercussions--not only on Safeway but on most other future takeover battles.

The suit charges that the takeover-prevention deal between Safeway and Kohlberg Kravis Roberts was illegal because it left Safeway with so much debt that the interests of its workers are now in danger.

Union attorney Richard McCracken says California's law, like that in many other states, prohibits a company from piling up such a huge debt--in effect, pawning its assets for more than they are worth--that its creditors are hurt. And the workers are creditors. If the legal gambit works, the most drastic thing that could happen would be a court order unraveling the entire complex deal, and all those millions paid out to the deal arrangers would have to be repaid.

But the courts might rule that Safeway, KKR, the banks that put up money for the buyout and the financial manipulators were all jointly responsible for any losses that the Safeway creditors, including its workers, suffer from the company's efforts to repay its debts.

That would mean that Safeway workers and other creditors would be first in line to get money from Safeway before Kohlberg Kravis Roberts and the other financial manipulators.

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