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Western Union Chronology of Events,
1979-1995
The Road to
Corporate Oblivion
Warren R. Bechtel -------
1979 - R. W. McFall retires on May 1, after 14 years
as Western Union CEO. R. M. Flanagan named new CEO.
►
Westar III launched.
►
National Sharedata Corp. Sold.
►
20% of Westar system sold to
American Satellite Corp.
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Major writedown of WU Data
Services Co. (DSC) assets.
1980
- WU Long-distance telephone service introduced.
►
WU lobbies congress for repeal of
Section 222 of Communications Act to permit it's entry into international
market.
►
Television and radio broadcasters
expand use of Westar system.
1981
- Transfer of TWX (re-named Telex II) from AT&T facilities to WU Digital
Exchange System completed.
►
Further writedown of assets of
DSC, which is folded into newly formed Field Service Division.
►
WU acquires 50% of Airfone
►
Sale of real estate assets,
including Upper Saddle River, NJ headquarters building.
►
AT&T proposes sharp increase in
rates for leased facilities.
►
WU Telex network peaks at 141,000
subscribers after 23 years of growth.
►
Sales of individual transponders
to Westar customers begins.
►
Curtiss-Wright Corp. begins to
purchase shares of WU common stock.
►
New federal law enacted at
yearend amending Communications Act and permitting WU to enter international
Telex market.
1982
- Westar IV and Westar V launched.
►
AUTODIN II system cancelled by
Department of Defense.
►
WU sells PR Newswire Association,
Inc.
►
WU EasyLink electronic mail
service introduced on a limited basis.
►
Company begins major push into
cellular mobile telephone equipment
►
WU acquires E. F. Johnson Co.,
maker of cellular telephone equipment.
►
Curtiss-Wright increases its
purchases of WU shares.
►
Net income reported for 1982 is
last annual profit to be recorded by Western Union Corp.
1983
- WU and Merrill Lynch form New York Teleport as joint venture.
►
WU sells it's remaining interest
in Spacecom.
►
EasyLink expands as service
provided on new WU packet switching network.
►
WU Mailgram contract cancelled by
U.S. Postal Service.
►
WU inter-nation telex business
expands.
►
Corporate debt increases.
►
Local distribution (fibre optics)
business pushed by WU.
►
Workforce reduction implemented.
►
Sharp increase in local telephone
access line charges, previously deferred, again proposed in anticipation of
Bell System breakup.
►
WU shifts from regulatory
accounting to standard accounting, increasing depreciation charges.
►
Standstill agreement reached with
Curtiss-Wright in November, placing three C-W directors on WU board.
►
Fourth-quarter special charge of
$125 million results in net loss for 1983.
1984
- Westar VI, launched from space shuttle Challenger, fails to achieve
operational orbit.
►
WU Board of Directors approves
1984 expenditure of $115 million to support rapid acceleration of EasyLink
growth.
►
New bank credit lines
established.
►
Workforce reduction is
implemented.
►
Flanagan ousted by Board of
Directors on August 28 and replaced as WU CEO by T. R. Berner, Chairman of
Curtiss-Wright.
►
Banks cut off WU line of credit,
producing sudden liquidity crisis.
►
Dividends omitted on WU common
and preferred shares.
►
Salaries and wages temporarily
reduced by 10% for both management and union employees.
►
R. S. Leventhal replaces Berner
as CEO on December 21.
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As year ends, bankruptcy looms.
1985
- Deal worked out with banks to provide limited interim financing and avoid
bankruptcy filing.
►
Aggressive program of WU asset
sales begins, resulting in 1985 sales of E. F. Johnson Co., Telstat Systems,
WU interest in Teleport and some cellular telephone interests to raise cash.
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Workforce is reduced by 22 percent.
►
Prolonged strike by unionized
employees disrupts operations.
►
Exorbitant access line charges
put into effect by the new "Baby Bell" telephone companies during 1985
produce an increase in WU leased facilities costs of more than $100 million
annually and prompt many telex subscribers to cancel service.
►
WU records fourth-quarter charge
of $300 million for writedown in value of switching and transmission
equipment.
1986
- Curtiss-Wright sells all of it's Western Union stock. All C-W directors
resign from WU board.
►
Government Systems Division sold
to American Satellite Corp. for $155 million cash.
►
WU interest in Airfone sold to
GTE for $59 Million cash.
►
First comprehensive financial
restructuring plan attempted with advice from Drexel Burnham Lambert. Plan
fails to get required approvals from stockholders and debt holders.
►
Pacific Asset Holdings proposes
to acquire WU in new restructuring plan.
►
WU takes fourth-quarter charge of
$468 million, mainly for writedown of telex, private wire and satellite
assets.
1987
- Remaining WU cellular communications assets sold.
►
Pacific Asset replaced in May as
potential WU acquirer by Bennett S. LeBow.
►
Eight-month effort begins to secure stockholder and debt holder approval of
LeBow restructuring plan, which includes: buyout of banks at substantial
discount; issuance of new preferred stock for surrender of outstanding
debentures, notes and old preferred shares by public holders of old WU
securities; acquisition of ITT Worldcom, to be merged into WU; merger of
Western Union Corp. and the Western Union Telegraph Co. into single entity
to eliminate preferred dividend arrearages; and issuance of junk bonds
through Drexel to raise $500 million in new money to pay off banks and
provide working capital.
►
After several postponed
deadlines, the LeBow plan secures all necessary approvals and is implemented
on December 30.
►
With bankruptcy filing prepared
and ready for submission to court, bankruptcy is averted at the eleventh
hour.
1988
- LeBow management team takes over on January 12. R. J. Amman replaces
Leventhal as WU CEO. Most of previous officer group removed during the first
quarter.
►
Westar system sold to Hughes
Aircraft Co.
►
New workforce reduction began,
totaling 25% by yearend.
►
Worldcom private line business
sold to Tele-Columbus AG, of Switzerland, for $56 million cash.
►
After three quarterly payments,
dividends on new preferred shares issued to old shareholders and debt
holders in 12/30/87 financial restructuring are omitted.
►
WU records charges totaling more
than $1 billion for 1988, representing writedown of switching and
transmission equipment and other non-recurring charges. Company has huge
negative net worth.
►
Pension benefit accrual stopped
6/30/88 for management employees and 12/31/88 for union employees. Pension
entitlements frozen as of those dates.
►
WU Telex subscriber base, which
had been in serious decline for three years, is now in meltdown.
1989
- WU voice and private wire businesses sold to Telecom USA.
►
Moorestown, NJ central telephone
bureau, in service since 1971, is closed.
►
WU acquires National Payments
Network bill paying services.
►
Interest rate on $500 million of
outstanding WU junk bonds, sold as part of the 12/30/87 restructuring, is
reset from 16 1/2%, raising annual interest expense for this debt to $96
million.
►
New financial restructuring plan
to issue new notes in exchange for 19 1/4% notes is proposed, but later
withdrawn.
1990
- Western Union Financial Services, Inc. (FSI) is established as a separate
entity, a wholly owned subsidiary of Western Union Corporation. Henceforth,
FSI will be the provider of Western Union Money Transfer service.
►
WU sells its Advanced
Transmission Systems unit (the local cable distribution business) to MCI.
►
New
restructuring/recapitalization plan is proposed in the form of an exchange
offer to alleviate debit service burden.
►
Company fails to make $51 million
interest payment on junk bonds due in June, creating a default.
►
WU reaches agreement in July to
sell it's Business Services (Telex and EasyLink) unit to AT&T for $180
million cash.
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Union Lock-Out.
►
Exchange offer withdrawn after
seven months of unsuccessful effort.
►
WU proposes tender offer to buy
up junk bonds at 50 cents for each $1.00 face amount.
►
Tender offer and sale of Business
Services to AT&T are completed simultaneously on December 31, with cash
received from AT&T used to retire $338 million of WU junk bonds.
►
Default is cured and bankruptcy
is forestalled, but WU warns that remaining debt burden will require further
restructuring in 1991.
1991
- Out-of-default status lasts until April, when interest payment due on old
debentures is missed.
►
Shareholders approve change in
name of parent company from Western Union Corporation to New Valley
Corporation. Western Union identity is vested in FSI, operating as an
independent subsidiary, whose business is strong.
►
Company begins discussions with
Pension Benefit Guaranty Corporation (PBGC) concerning PBGC takeover of
under funded Western Union Pension Plan.
►
FSI forms inter-nation division
to pursue worldwide money transfer business, which is growing rapidly.
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In November, several creditors
file petition with the U. S. Bankruptcy Court in Newark, NJ seeking to force
New Valley Corp. into Chapter 11. New Valley challenges this petition, and
the court agrees to an indefinite stay in the proceedings. Bankruptcy is now
a matter of time.
1992
- Involuntary Chapter 11 action pending in Bankruptcy Court is stayed for
all of 1992.
►
New Valley reaches agreement with
PBGC for takeover of Western Union pension plan. Based on that agreement, in
May, New Valley proposes a prepackaged bankruptcy reorganization plan
contemplating a quick in-and-out of Chapter 11. Other major creditors don't
sign on, however, and at year end prospects for prepackaged plan are
dimming.
►
FSI's consumer money transfer
business shows substantial growth during the year, with international
component especially strong.
1993
- On March 31, faced with a ruling by the Bankruptcy Court that the 16-month
stay of the creditors' petition for an involuntary Chapter 11 order would
not be extended any further, and unable to secure agreement among it's
creditors on it's prepackaged plan, New Valley Corporation, at it's own
request, is placed under the protection of Chapter 11 of the U.S. Bankruptcy
Code as a debtor-in-possession by the Court. Western Union Financial
Services, Inc. (FSI)is not included in the bankruptcy filing.
►
Trading in New Valley common and
preferred shares is immediately halted by the New York Stock Exchange, which
then proceeds to de-list the company's stock.
►
Security holders jockey for
claimant position as a complex and tendentious bankruptcy reorganization
process begins. New Valley is given four months to present a proposed
reorganization plan to the Court, and this period is later extended to eight
months.
►
On November 24, new Valley files
it's plan of reorganization with the Bankruptcy Court. The plan provides for
cash payment of most of the creditors claims, issuance of new debt
securities, retention of the pension plan within the company, and new equity
infusions by Apollo Advisers, L.P. and Electronic Data Systems, Inc. (EDS).
Apollo would acquire a controlling interest in the company. The secured
creditors, unsecured creditors, preferred shareholders and the PBGC all
oppose New Valley's plan.
►
FSI, which now accounts for
virtually all of New Valley's ongoing business, records accelerated growth
in revenue and income for 1993.
1994
- In January, the Bankruptcy Court terminates the ten-month period during
which New Valley alone had been permitted to propose a Chapter 11
reorganization plan. As a result, in February, three alternative
reorganization plans are filed with the court by debt holders and
shareholders.
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In May, First Data Corporation (FDC)
offers to acquire Western Union Financial Services, Inc. (FSI) for $480
million in cash plus assumption of the under funded Western Union pension
plan. New Valley rejects this offer as inadequate.
►
On June 9, FDC increases the cash
portion of its offer to $595 million, and New Valley announces preliminary
agreement to take this offer.
►
On June 15, New Valley rescinds
agreement with FDC and announces acceptance of higher offer for FSI from
Forstmann, Little & Co., which will pay $650 million in cash plus assumption
of the pension plan.
►
On June 23, FDC increases the
cash portion of it's offer to $660 million.
►
On July 7, the Bankruptcy Court
rules that FSI is to be sold in a court-supervised auction to be held in
September. The sale of FSI, whose robust business and prospects in the
international money transfer market have attracted cash offers well beyond
the previously assumed level of it's worth, has become the clearly apparent
means of resolving New Valley's bankruptcy and settling creditors' claims.
►
On August 3, New Valley announces
that, in accordance with the new labor contract negotiated with it's
employee union, FSI's customer service center located in Reno, Nevada will
be closed on December 31, 1994.
►
On September 2, First Financial
Corporation (FFMC), of Atlanta, announces that it will bid $800 million in
cash, plus assumption of the pension plan in the forthcoming auction for FSI.
►
On September 19, the auction sale
of FSI is held in the Bankruptcy Court in Newark, New Jersey. The winner is
FFMC, with a bid of $893 million in cash plus assumption of the pension plan
liability (valued at $300 million) for a total consideration of $1.193
billion.
►
In October, an agreement is
hammered out among the various parties at interest on a New Valley
reorganization plan with all claimants sharing in the cash proceeds to be
realized from the sale of FSI.
►
On November 1, the agreed-upon
reorganization plan is confirmed (approved) by the Bankruptcy Court,
concluding three years of court proceedings.
►
On November 15, the sale of FSI
to FFMC is consummated.
1995
- In January, New Valley Corporation emerges from Chapter 11 bankruptcy. It
exists today on paper, as an affiliate of Brooke Group Ltd., which is
located in Miami, Florida and is controlled by Bennett S. LeBow. It serves
as a corporate vehicle for Brooke's investments in brokerage services, real
estate operations and other areas.
►
In June, FFMC agrees to merge
into (be acquired by) First Data Corporation (FDC).
►
In October, this merger is
completed and the FFMC name disappears. In a strange turn of events, FDC,
which had failed in it's attempts to acquire FSI before and during the
auction sale in 1994, now acquires FSI by acquiring it's acquirer.
►
FSI, which has inherited the
valuable "Western Union" brand name, exists today as the largest subsidiary
of FDC. It's worldwide consumer money transfer service has grown to the
point where, in 2001,it will record
nearly $3 billion in revenue and about $800 million in profit. |