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Campeau Board Meets in Search for Solution : Retailing: Directors are under pressure to seek bankruptcy protection for department store chains. The fate of Bloomingdale's is up in the air.


Directors of Campeau Corp., facing mounting pressure to seek bankruptcy court protection for their big department store divisions, huddled late into the night Monday to try to come up with a way to deal with the company's financial mess.

The Campeau board met amid indications that the company may put on a back burner its efforts to sell Bloomingdale's, the crown jewel of its vast retailing empire. Sources close to Campeau also speculated that the board was wrestling with the issue of who controls the company, most of whose stock is divided among several large shareholders.

Carol Sanger, a Campeau spokeswoman, termed "unfounded" a report in London's Financial Times that her company already has taken the 17-store Bloomingdale's chain off the market because the offers have been too low.

But sources familiar with the negotiations speculated that Campeau officials are reconsidering their plans for Bloomingdale's. They explained that prospective buyers appear to have been frightened off by the possibility that a deal could eventually be voided or altered by a bankruptcy judge. Campeau reportedly has asked $1.2 billion for the chain, but sources say the preliminary offers have been less than $1 billion.

"It would be extremely difficult for anybody to acquire Bloomingdale's with the specter of bankruptcy hanging over Campeau," said Gilbert W. Harrison, chairman of Financo, a New York investment banking firm that specializes in the retailing industry.

Campeau announced plans to sell Bloomingdale's in September as part of a reorganization intended to rescue the giant Toronto-based real estate and retailing company. The company has been struggling to cope with $7.4 billion in takeover debts from its acquisition of Allied Stores in 1986 and Federated Department Stores in 1988.

In December, Campeau disclosed that its Allied and Federated department store divisions might have to file for protection from creditors under Chapter 11 of the U.S. Bankruptcy Code early this year. Under Chapter 11, a company is able to remain in business and reorganize its operations while protected from the threat of lawsuits by creditors.

Although Campeau is the second-largest department store organization in the United States, there are no Allied or Federated outlets in Southern California. Its only retail operation in the region is Ralphs supermarkets, and that chain would not be included in the possible bankruptcy filing.

During the next week, Allied and Federated face two key deadlines in dealing with their creditors, fueling speculation that a Chapter 11 filing could come within days. On Wednesday, payments are due on merchandise received by Campeau stores as of the month ended Dec. 20. If the stores file for bankruptcy court protection quickly, they could temporarily put off those debts and keep the cash they received from selling the merchandise.

In addition, a banking syndicate led by New York's Citibank has threatened to declare $2.34 billion in Allied and Federated loans in default unless the companies meet certain conditions by Monday. At that point, the banks could demand that Allied and Federated pay off the loans early, a move that almost certainly would force the department store companies into bankruptcy.

Apparel manufacturers and other department store suppliers in recent weeks have held off shipments to Allied and Federated operations out of fear that they will go into bankruptcy and not pay their existing debts. As a result, the Allied and Federated stores may be badly short of spring merchandise unless the stores can assure suppliers that payments will be made.

Analysts say a Chapter 11 filing could provide that assurance because orders shipped after a bankruptcy petition is made would have the first claim on the department stores' assets.

On the other hand, analysts say, a bankruptcy filing could scare off customers. Campeau officials, they suggested, have also resisted filing for bankruptcy because of the uncertainty of what could happen once the company's operations are under the supervision of a bankruptcy judge.

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