The last holdouts: Goldman sachs and lazard freres

missions in 1975. Goldman Sachs suffered a serious blow when Levy died in 1976, putting it under another cloud. The firm, which had been ruled by a single, authoritarian managing partner, now clearly needed leadership in order to survive. The two candidates for the top job, John Whitehead and John Weinberg, could either vie for the job in typical Wall Street fashion until the stronger of the two emerged, or they could reach an accommodation. Fortunately for Goldman, they chose the latter route. While Goldman would ease into this transition successfully, another old-line firm was in the throes of change as well. Resurgence at Lazard Freres The merger trend of the 1960s helped many new and established investment banks to leave an indelible mark upon Wall Street and corporate America. While Goldman Sachs found itself on the side of the takeover targets, another old established bank resurrected its name on Wall Street by adeptly assisting takeovers on the buyers’ side. Prior to that time, the firm’s name was known on the Street, but it was certainly not the fixture that many other Our Crowd firms had become. In fact, it did not belong to any crowd at all but remained something of an outsider despite its long-established origins. Lazard Freres was established in 1848 in New Orleans. Three brothers, Alexandre, Lazare, and Simon Lazard, emigrated from France to New Orleans in 1848 and established a dry goods business with $3,000 each. The following year they were forced to close shop when a devastating fire engulfed the city. They moved the company to San Francisco to set up a similar business and were fortunate enough to arrive just as the gold rush began. They soon began trading in gold rather than dry goods, and within the short span of only four years since their arrival in the United States had opened a Paris operation called Lazard Freres et Cie. As the American Civil War was ending, they became full-fledged bankers who specialized in gold trading. In 1877, the brothers opened a London house called Lazard Brothers, which quickly became an accepting house recognized by the Bank of England, meaning that it was authorized to clear payments and deal in trade bills (commercial paper in the United States). A relative who was hired to be an accountant in the San Francisco operation, The Last Holdouts: Goldman Sachs and Lazard Freres 295 Alexandre Weill, opened a Wall Street office in 1880 known as Lazard Freres & Co. In the breathtaking period of only forty years, Lazard had become the largest dealer in gold between the United States and Europe and a respected bank recognized by both the Banque de France and the Bank of England. Despite its unique success and wide international connections, Lazard Freres remained a minor house on Wall Street. A presence in New York was necessary, because the firm had access to a wide array of foreign investors upon whom the markets depended in the nine- teenth century for their buying power. Of all the private banks on Wall Street, Lazard was the most private in the years leading to World War II. Its name was known on the Street but virtually nowhere else in the country, although it was much better known in Paris and London. Its role as a financial adviser was respected, although its activities in underwriting were much less publicized. In the 1930s, Lazard man- aged about $190 million in new issues, ranking it about the same as Salomon Brothers & Hutzler and Drexel.9 By the early 1940s, changes had occurred at Lazard in New York that would pull the firm into the limelight after years of a demure private banking presence. The firm’s far-flung organization made it one of the first invest- ment banking houses to become truly international. Yet it was not the international characteristics that made it a presence on Wall Street in the 1950s and 1960s but anti-Semitism in Europe. During the Second World War, one of its investment bankers from Paris immigrated to New York. Andre Meyer’s arrival at Lazard Freres in New York marked a distinct turn in the fortunes of the very private organization that would equate its name with the mergers and acquisitions trend that would begin in the 1950s and continue until the early 1970s. After Meyer landed in New York, Lazard would become the prime investment banker in one of the most ambitious strategies of empire building during the conglomerate era. Meyer became one of the most famous bankers of the postwar gen- eration on Wall Street. His reputation derived from his ability to put together deals on a scale not seen since the days of J. P. Morgan and, later, Clarence Dillon. At the same time, he acquired a reputation for being the most loathed man on the Street by his employees and com- petitors. In short, he was a man who inspired strong feelings among T H E L A S T P A R T N E R S H I P S 296 friends and enemies alike. Meyer was born in 1898 in Paris, the son of a French printing salesman. An apathetic student, he took a job at a small French bank while still a teenager. While France was in the midst of the First World War, Meyer was able to learn a vast amount about French banking since so many of the bank’s employees were serving in the military. Trading quickly became his preoccupation at the bank, and he acquired a reputation for possessing a quick mind for the intricacies of commercial IOUs and foreign exchange. In a country where bankers usually passed their profession to their sons, Meyer soon became an exception. In 1925, at the age of twenty- seven, he was offered a position at Lazard Freres by David David- Weill, the son of Alexandre, one of the founders. He accepted and was made a partner within a year. His penchant for trading won him wide notice in the Paris market, and he was already established despite a formal education and no family bloodlines to his credit. But Meyer’s reputation was not fully established yet. Ironically, his first deal of note would be for an ambitious French company with an American twist. Lazard was a major shareholder in the French auto- mobile manufacturer Citroën, founded by Andre Citroën. The com- pany was in the midst of taking the French market by storm, producing cars on a large scale and selling them on credit—two innovations bor- rowed from American car companies. The finance arm of Citroën was Societé pour la Vente a Credit d’Automobiles, or SOVAC. Citroën needed more money for his ambitious expansion plans, and Meyer rec- ognized an opportunity. He proposed that Lazard buy the finance com- pany and expand it into other areas of consumer financing as well, while still agreeing to finance Citroën. In short, he was helping create one of the first consumer credit companies. Citroën agreed. Other partners in the venture included two American companies, Commercial Invest- ment Trust and J. P. Morgan & Co. Through his insatiable appetite for new ventures in finance and his equally voracious appetite for financial information, Meyer helped bring the American idea of consumer finance to France, although at the age of thirty he had never set foot in the United States. That was soon to change. During the 1930s, Meyer again came to Citroën’s aid by arranging a merger to bail the company out. Andre Citroën had extended his company’s finances in the 1930s, misjudging the extent of the Depres- The Last Holdouts: Goldman Sachs and Lazard Freres 297 sion in France and the effect it had on demand for his automobiles. Meyer arranged for the Michelin tire company to purchase a control- ling interest in the company, taking pressure off the French govern- ment in the process. The government was so impressed by his ingenuity that it subsequently awarded him the Legion of Honor. But the political situation in Europe was deteriorating quickly. In 1939, he decided to move his wife and children to Spain to avoid the Nazis, who invaded France shortly thereafter. From there, his next stop would be Lazard Freres in New York. The French bank effectively would be closed during the Occupation. By the time Meyer arrived in New York, he was already a legend in the bank and quickly assumed control of the American operation. Lazard had been a family-run operation since being founded, and the New York office was run by Frank Altschul when Meyer arrived. Dur- ing the late 1930s and early 1940s, Lazard’s independent New York office was something of a sleepy backwater, not unlike many houses waiting for better times. It had a small retail operation and several offices around the country, but it did not have a specialty, nor were there any prospects of developing one. Meyer was determined to change it permanently. Another partner arrived in New York shortly after him, complicating the matter of seniority at the office. With the arrival of Pierre David-Weill the firm was looking somewhat top heavy. Quickly, Meyer and Weill displaced Altschul at the top and forced him into semiretirement. The way was then clear for them to run the firm as they pleased. But Meyer’s dominant personality soon came to the fore and he gained primacy at the firm in a very short time. Lazard Freres was now set to adopt the path he chose. One of Meyer’s first tasks was to close the retail operation and return Lazard to the business for which it was best known in Paris—a private investment banking operation that did not disclose much about itself or its clients. This aura of mystery served Meyer well in the next ten years, because Lazard was at best a marginal firm that needed a complete overhaul. By invoking the French firm’s good name, he set about to establish Lazard as an underwriter in the United States, a business still dominated by the top-tier firms. In order to do so, he would have to establish good relations with senior bankers at the top firms—a difficult if not impossible task. The easi- T H E L A S T P A R T N E R S H I P S 298 est way to do that was through the Our Crowd firms with whom he had some social connections. In the 1940s and early 1950s, Meyer established good working relations with Bobbie Lehman at Lehman Brothers and also a useful link with Perry Hall at Morgan Stanley. Using his personal relation- ship with them to his full benefit, Meyer was able to cut himself into deals that Lazard had no business being included in because of its lack of financial prowess and small size. His personality dominated Lehman, who was obviously in awe of Meyer and gave him too much underwriting business as a result. He gave Lazard a 50 percent por- tion of Lehman deals for reasons that are not totally clear. Meyer was able to gain a valuable foothold with some prestigious Lehman clients, among them RCA and the Chase Manhattan Bank. One of Lehman’s junior partners admitted, “It was considered a terrible blow when Lazard got half the RCA business.”10 Lehman had been RCA’s primary investment banker since the 1920s. Meyer was able to cut himself into established American investment banking business with- out proving that he could actually sell the deals to investors or by extending the firm’s capital. Meyer also made some strategic personnel moves in the late 1940s and early 1950s that enhanced the firm’s reputation. Felix Rohatyn joined the firm in 1948 after graduating from Middlebury College. Like Meyer, he was something of a peripatetic, having come to the United States with his parents in 1942. Born in Vienna, he received part of his secondary school education in France before emigrating about the same time that the Meyers fled France. He was admitted as a Lazard partner in 1961 and would gain his reputation by working with Harold Geneen at International Telephone & Telegraph (ITT) on its acquisi- tions in the 1960s. Later, in the 1970s, he sat on the committee that helped sort out the mess left by the backroom crisis on Wall Street and then chaired the Municipal Assistance Corporation, which bailed New York City out of its financial difficulties. And in 1997, he left the firm to become ambassador to France during the Clinton administration. But in 1951, Rohatyn was not the best-known new hire of Meyer. That dis- tinction belonged to David Lilienthal, the head of the Tennessee Valley Authority under Franklin Roosevelt. One of the New Deal’s most visi- ble figures, Lilienthal joined Lazard after an invitation by Meyer. It was The Last Holdouts: Goldman Sachs and Lazard Freres 299 following a pattern of hiring well-known public figures even though they had little if any investment banking experience. In a name- conscious business, hiring individuals with reputations made in the public realm was a good way to ensure notice for the firm and its deals. In the 1950s, Lazard Freres began to take on the personality of Meyer and develop into its own distinctive form of investment bank- ing. Rather than attempt to be a large-scale underwriter or trader, Lazard became a deal maker. In classic merchant-banking style, it also invested heavily in the deals rather than simply bring them to market to be bought by others. At a time when the balance of power on Wall Street was beginning to shift toward transaction-oriented deals by large wire houses like Merrill Lynch or traders like Goldman Sachs and Salomon Brothers, Lazard was content to follow the blue- print established by the Morgans and Clarence Dillon earlier in the century. As if to underscore the point, Meyer formed a link with a for- mer Dillon Read deal maker who had worked on some of Clarence Dillon’s best-known deals. More than twenty-five years after the Dodge and Chrysler deals, Ferdinand Eberstadt teamed with Meyer to do some notable deals. Eberstadt’s firm regularly began to appear in Lazard deals, and the two were instrumental in constructing some new companies through a series of mergers that went on to become major corporations. Avis and Warner Lambert were two firms they helped restructure and bring to market, collecting both investment banking fees and sizable capital gains on their shareholdings. At one point, Lazard held almost half the outstanding shares in Avis before selling it to Harold Geneen of ITT in 1965. Despite Lazard’s prowess in cobbling together companies through merger and then selling them, the economics of Wall Street in the 1960s worked against the firm. In the mid-1960s, the firm had slightly less than $20 million in capital, a pittance when compared with Goldman Sachs and Salomon Brothers. Extending the firm’s capital through venture capital deals was no longer feasible, since these were becoming larger all the time. Lazard departed from its postwar strat- egy and began to help others arrange mergers rather than be a princi- pal in the deals. Merger advice was based on fees, so the more mergers that were consummated the more fees that were collected. Fortu- T H E L A S T P A R T N E R S H I P S 300 nately for Lazard, Meyer read the trend correctly; the 1960s became the decade of the conglomerate, and the aggressive individuals who commanded them, the conglomerateurs. The Avis sale was the one of the first transactions that Lazard com- pleted for Harold Geneen’s ITT. Geneen, already known as one of the country’s most aggressive and acquisitions-minded CEOs, was deter- mined to diversify the company’s activities and make them more domestic. He had run the company since 1959. To date, most of ITT’s activities were found outside the United States. Since he could not expand telephone services in the country because of the AT&T monopoly, he adopted the conglomerate strategy and began acquiring The Last Holdouts: Goldman Sachs and Lazard Freres 301 At the height of the conglomerate craze in the late 1960s, congres- sional hearings about the phenomenon were held. Felix Rohatyn of Lazard Freres was called to testify, since he was the chief archi- tect of ITT’s acquisitions strategy. He testified that of sixty-eight mergers arranged by Lazard, twenty-seven of the companies had at least one partner of the firm on its board. Testimony of that type recalled the testimony of the Morgan partners, at both the Pujo hearings in 1912 and the Pecora hearings in 1933, that revealed the numerous board seats they occupied on companies with which they had an investment banking relationship. Also revealed at congressional hearings was an ITT practice called reciprocity. This required the employees of one ITT com- pany to deal exclusively with the employees of another. In other words, an ITT employee at one division might be required to purchase insurance from another. To do otherwise would be con- sidered disloyal. But the practice of avid selling was not new to the company or its affiliates. Even in its early days, Avis executives would place sales literature on the seats of securities analysts when they made presentations to them. If they were not allowed to do so, they would not give the presentation. As one Avis exec- utive put it, “Every security analyst had to take a charge card application or we wouldn’t talk. I mean, we never stopped ped- dling, OK?” a wide array of companies, often with no apparent relation to one another. Conglomerates purchased a bevy of disparate companies and assembled them under one roof. In theory, the diversity would make them immune to changes in the economic cycle. One company’s slump in earnings could be matched by another’s surge. In reality, Geneen was anxious to accumulate as many companies as possible and incorporate them under the ITT umbrella. Acquiring profitable com- panies and absorbing their earnings into those of ITT caused the com- pany’s stock to soar. Once the stock price was favored by Wall Street, it could proceed with even more acquisitions, since many of the pur- chases were made with shares, not cash. In theory, as long as the acqui- sitions program was successful, the stock would continue to climb. Rohatyn became the linchpin in ITT’s acquisitions strategy. Although Meyer was clearly the senior partner at Lazard, Rohatyn was responsible for bringing in most of the firm’s revenues in the 1960s. Between 1966 and 1969, Lazard and Rohatyn put together dozens of deals for ITT. The conglomerate absorbed the Nancy Taylor Secretar- ial Schools; Continental Baking; Williams Levitt & Sons (the builders of Levittown, New York); and Sheraton Hotels, to name but a few. They could immediately add to ITT’s bottom line, and favorable accounting standards allowed the conglomerate to absorb their earnings immedi- ately without any significant write-offs for goodwill. Lazard profited handsomely from the arrangement, and Rohatyn took a seat on ITT’s board. However, while he was in charge of the ITT account, it was clear that Meyer still was fully in charge of the firm and its fortunes. Lazard did other merger business as well. Acquisitions were done for RCA, Transamerica, R. J. Reynolds, Atlantic Richfield, and Loews Theaters. Lazard clearly had the corner on the takeover market, assisting on the acquirer’s side. From 1964 to 1968, Lazard’s total income increased 256 percent but its merger income grew by 584 percent.11 The firm was also involved in risk arbitrage at the time and was rumored to have arbitraged on many of the deals it was arranging. The activity was dropped in later years. Although profits were good and Lazard’s reputation increased substantially, not every- one took a kind view of the merger phenomenon. In 1968, Congress reacted by passing the Williams Act, requiring any company buying 5 percent or more of another’s stock to register the purchase with the T H E L A S T P A R T N E R S H I P S 302 SEC. Congress could not protect against the hostile takeover, but it could move against lightning strikes that often caught target compa- nies totally u