Family Business Magazine E-Newsletter
June 17, 2008



Contents
1.  Peachtree accounting software, support offered free to small U.S. family firms.
2.  InBev makes its bid for Anheuser-Busch.
3.  Wal-Mart chairman's son-in-law is elected to board.
4.  Smucker to acquire Folgers brand from P&G.
5.  Hallmark announces consolidation, layoffs.
6.  Bertelsmann names publishing outsider to head Random House.
7.  How to build a unified family shareholder team.
8.  Cohesion in a 400-member family.



1.  Peachtree accounting software, support offered free to small U.S. family firms.  In an effort to support family businesses in the current economic crunch, Sage Software Inc., the maker of the Peachtree line of accounting software programs, is offering a free single-user copy of Peachtree by Sage Complete Accounting 2009, plus six months of free support, to 1,500 qualifying small family businesses. The giveaway, which Sage calls the "Peachtree Family Owned and Operated Initiative," was launched on June 4 and will last through Sept. 30, 2008, or until 1,500 qualifying applications are received, whichever comes first. Sage estimates the total value of the donated software at $400,000. To qualify, a company must be U.S.-based, must currently use a manual system or Excel to handle its accounting and must employ the owner plus at least one other family member. Cheryl Hanley, Sage's senior marketing manager, says she conceived the promotion after watching a TV news segment on a family firm that was forced to lay off the owner's son. "It just hit me that there's got to be something we can do to help family-owned businesses," Hanley says. Connie Certusi, general manager of the Peachtree product line, adds, "Our heritage and our brand is [based] around providing small businesses with what they need to succeed." The company hopes its software's cash-flow management solutions will help small family businesses make better financial decisions, she says. The altruistic initiative has benefits for Sage as well, Hanley notes: "If we can get these small businesses off on the right foot and get them into the Peachtree family, that's a very, very positive thing for us." For details on the promotion and eligibility requirements, see www.peachtreecares.com.

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2.  InBev makes its bid for Anheuser-Busch.  As had been expected, Belgian-Brazilian beer company InBev NV launched an unsolicited bid to acquire the 132-year-old, St. Louis-based Anheuser-Busch Cos. for $46.4 billion, the Wall Street Journal reported. Anheuser CEO August A. Busch IV has signaled his opposition to a takeover of the company, which was started by his great-great-grandfather. "In April, he told beer distributors at a meeting in Chicago that a takeover wouldn't happen 'on my watch,'" the Journal article said. The report noted that "InBev appeared ready to make a number of concessions to win Anheuser's approval.... [I]t was prepared to adopt the Anheuser-Busch name for the combined company and establish its North American headquarters in St. Louis. The company itself said it wouldn't close any U.S. breweries and that it would invite a number of Anheuser directors to join the board of the combined company as well as seek to retain key members of its management team." The Journal reported that the Busch family owns less than 4% of the stock and thus couldn't block the deal; moreover, some family members are actually open to discussions with InBev. "Once the world's largest beer maker, the company passed up many opportunities to expand globally under August Busch III," father of the current CEO, who opposes a takeover, the report said. "InBev and SABMiller, both aggressive at expanding through acquisitions, were able to become larger." In a later article, the Journal reported that Anheuser "has begun talks with Mexico's Grupo Modelo SA about a possible combination of the two brewers" that could help Anheuser thwart the bid. Anheuser already owns about 50% of Modelo. "Without help from Modelo, Anheuser appears to have limited options for evading the InBev bid," the article said. It added that there are "significant hurdles" to a new deal with Modelo. "Analysts say Anheuser shareholders are unlikely to be persuaded that buying Grupo Modelo is a better option than succumbing to InBev's entreaties." Moreover, the article said, Modelo "would have to cede its cherished independence," and the two companies "also would have to put aside what people close to both of them describe as years of hostility and resentments that have built up during their partnership, which dates to the early 1990s." Modelo, also a family-run business, is "controlled by a voting trust, which in turn is controlled by 90-year-old Antonino Fernandez," the report noted. "If Mr. Fernandez doesn't want to sell, Modelo isn't for sale, analysts say." An earlier Journal report said that a Florida couple with no connections to Anheuser, Wren and Daniel Fowler, have launched a website, SaveBudweiser.com, "to galvanize support for Anheuser-Busch to stay in America."  (Sources: Wall Street Journal, June 3, June 12 and June 13, 2008).

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3.  Wal-Mart chairman's son-in-law is elected to board.  Gregory B. Penner, son-in-law of Wal-Mart chairman and son of the founder S. Robson (Rob) Walton, was elected to the company's board at its annual meeting June 6, "in what some Wal-Mart watchers see as the start of a leadership change" at the giant company, the Wall Street Journal reported. Rob Walton, 63, "seems to be grooming Mr. Penner, a longtime protégé, for a leadership role at Wal-Mart," the Journal article said. The report noted that Penner helped launch the company's online unit; was CFO of Wal-Mart's money-losing Japanese unit, Seiyu Ltd.; and has managed Walton family investments. Penner, who is married to Walton's daughter Carrie, reportedly "wholeheartedly embraces the family's long-horizon view of business," though some were surprised at his nomination to the board because he isn't a blood relative, the Journal reported.  (Source: Wall Street Journal, June 5, 2008.)

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4.  Smucker to acquire Folgers brand from P&G.  J.M. Smucker Co., the jelly and jam company led by fourth-generation co-CEOs Richard and Tim Smucker, is acquiring the Folgers coffee business from Procter & Gamble Co. Fortune magazine's senior editor-at-large Allan Sloan explained on the Washington Post's website that the $3.3 billion transaction is a tax-advantaged "reverse Morris Trust" deal, which Smucker also used to buy Jif peanut butter from P&G. "Technically, Smucker isn't buying Folgers from P&G...," Sloan wrote. "Instead, Smucker will acquire a new, independent company that P&G will create to own Folgers. This company will be owned by some or all of P&G's existing shareholders. That separation is a tax-free transaction. Then, a nanosecond after the Folgers company is created, Smucker will buy it for about 63 million newly issued Smucker shares. That stock-for-stock deal will be tax-free, too. When the dust settles, Smucker will own Folgers, and Folgers shareholders will own about 53 percent of Smucker. If they own less than a majority of Smucker, the deal won't be tax-free." The arrangement won't dilute the Smucker family's control of the public company, Sloan explained, "thanks to unusual provisions in Smucker's corporate charter that give long-term holders (like the Smucker family) 10 votes a share on key issues, such as deciding whether to sell the company, while short-term holders have only one vote. The newly issued Smucker shares will be 10-voters to start, but will become 1-voters when they change hands. This deal also includes a $5-a-share cash dividend for existing Smucker holders just before the deal closes."  (Source: washingtonpost.com, June 10, 2008.)

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5.  Hallmark announces consolidation, layoffs.  Hallmark Cards Inc., the Kansas City greeting-card company owned by the Hall family, will close manufacturing operations at Hallmark Canada in Toronto; DaySpring Cards in Siloam Springs, Ark.; and Sunrise Greetings in Bloomington, Ind., the Kansas City Business Journal reported. The company will consolidate the work into its plants in Lawrence and Topeka, Kan. The move will result in layoffs of 335 employees, the article said. "The three divisions will remain in their respective headquarters and continue all other functions," the report said. Hallmark bought DaySpring Cards in 1999 and Sunrise Greetings in 1998, according to the article. A company spokeswoman told the Kansas City Business Journal that "Hallmark had never integrated the companies' manufacturing operations with its existing operations ... and is doing so now to improve efficiency."  (Source: Kansas City Business Journal, June 4, 2008.)

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6.  Bertelsmann names publishing outsider to head Random House.  German conglomerate Bertelsmann AG has appointed a German industrial engineer, Markus Dohle, to head its Random House book publishing unit. The move, according to a Wall Street Journal report, "underlies a cultural shift at Europe's largest media company, as it moves back to its earlier roots." Bertelsmann's former CEO, Thomas Middelhoff, "leapt onto the world stage with splashy investments in television, books and digital media" before being ousted by the company's controlling Mohn family in 2002, the article said. "Since then, the company has taken a more conservative approach. Instead of big media acquisitions, the enterprise that started in 1835 as a printer is focusing again on less-glitzy, behind-the-scenes businesses such as data storage, customer mailings and call centers." The article also noted that "it appears increasingly difficult for a non-German to become a management-board member at Bertelsmann without spending a long time in Gutersloh [the German town where Bertelsmann and the Mohns are based] first. The Mohn family increased its grip on the company after buying out the 25% stake held by Groupe Bruxelles Lambert, a Belgian minority stakeholder, in 2006."  (Source: Wall Street Journal, May 21, 2008.)

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7.  How to build a unified family shareholder team.  In order to serve effectively as an ownership group, family members must learn to put family roles aside and think of themselves as business partners. In other words, decision making and conflict resolution should not be driven by emotions or family status; what's best for the business should be the paramount concern. A systematic approach toward consensus building is helpful, especially in later-generation companies with many family shareholders. Families who are scrupulous about documenting decisions and planning for emergencies will have fewer sources of discord.



For a comprehensive guide to helping active and inactive family company owners to understand and work effectively with each other, see The Family Business Shareholder's Handbook. Learn more about the newly published book and see the table of contents here.

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8.  Cohesion in a 400-member family.  Laird Norton Company LLC, one of America's 100 oldest family companies, is run by a family with almost 400 living members -- one of the largest family ownership groups in the world. The challenge facing the company, headquartered in Seattle, is to keep those family members engaged while making sure the business has a single vision, not hundreds of individual ones. In the past several years, Laird Norton has changed significantly. Founded in 1855 by two brothers and a cousin, the company started out logging white pine, milling it and sending logs down the Mississippi River. Today it has cut its 150-year-old ties to the lumber industry and now encompasses three types of business: financial services, real estate and next-generation investments. In 2000, the family split the CEO's duties into two jobs: a CEO, to lead the business, and a family president, to run programs for family members.



For more details on the measures that Laird Norton's ownership group took to keep its family ties strong -- and to learn more about America's oldest family companies -- see the Summer 2008 issue of Family Business Magazine. Visit our website for subscription information.

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