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General Motors, Ford, and Chrysler head to Washington, looking for $50 billion

Last month I wrote that the big three Detroit automakers were planning to ask Congress for $50 billion in "loans" (He said with a laugh), blaming soaring gas prices and a difficult macro environment for continued struggles.

Today's Wall Street Journal reports (subscription required) that "Top auto executives, including General Motors Corp. (NYSE: GM) Chief Executive Rick Wagoner, will launch a lobbying push this week for billions in government loans to help beleaguered auto makers and their suppliers."

The companies are looking for the previously reported $50 billion in low-cost loans, warning that bankruptcy could be a possibility down the road if they don't get their money.

This would be a good time for people like Mr. Wagoner to be reminded that God, and hopefully the federal government, helps people who help themselves. From 2003 through the second quarter of 2008, GM has blown just under $5 billion on dividends which should, theoretically, be paid out to shareholders only after the company has assured that it has adequate cash to fund operations. This is like the old adage about the child who killed his parents asking the court for mercy because he's an orphan.

Here's what Congress should say to Mr. Wagoner before giving GM a nickel: since he, in his capacity as CEO and chairman of the company, is at least partly responsible for the company's precarious financial position, would he consider lending the company the more than $24.5 million he made in the last two years under the same terms he's asking for from taxpayers?

Michigan lawmakers will be working overtime to push this one through, but there's no reason taxpayers should be giving money (a loan on special terms is no different than a gift) to a company that is still paying dividends on its common stock and lavishing excessive pay on poorly-performing executives.

Altria to pay $10.3 billion for maker of Skoal

The Wall Street Journal reports (subscription required) that Altria Group Inc. (NYSE: MO) has agreed to acquire UST Inc. (NYSE: UST) for $10.3 billion in cash. According to the Journal, "The deal would give Altria a strong foothold in smokeless tobacco, a growing area of the market where it has had difficulty making inroads against long-established brands."

The deal diversifies Phillip Morris away from cigarettes -- a business that's declining by 3% or 4% -- and into the smokeless tobacco business that's increasing in the 6-7% range.

What is interesting about this deal is that it also acquires more of the potentially-disastrous legal liabilities that come with selling and aggressively marketing a product that causes people to die a slow and painful death -- Altria is apparently betting that the legal liabilities are already priced into UST stock. If they're right about that, it bodes well for the tobacco industry as a whole.

UST owns the Skoal, Copenhagen, Red Seal, and Husky smokeless tobacco brands, and also has interests in alcohol through its Ste. Michelle Wine Estates business.

Fannie and Freddie get new chiefs from the outside

With the Treasury Department taking over the shows at Fannie Mae (NYSE: FNM) and Freddie Mac (NYSE: FRE), both government-sponsored entities will be getting new leadership: Herbert M. Allison Jr. for Fannie and David Moffett for Freddie.

The Wall Street Journal reports (subscription required) that neither has much experience in the mortgage world. Mr. Allison was president of Merrill Lynch (NYSE: MER) until 1999, and then ran a retirement fund for college employees. Mr. Moffett has spent 30 years in banking.

Some might complain that companies in as much trouble as Fannie and Freddie need executives who knew the industry cold, but I'm not so sure. The total collapse of the mortgage financing business has demonstrated that the insiders who supposedly knew everything there was to know -- like Countrywide Financial's Angelo Mozilo -- actually knew nothing. New blood is needed.

The Journal points out that the two men have "never led major organizations through periods of extensive turmoil", but that's not really the issue here either: Fannie and Freddie's woes are the result of bad lending decisions and excessive leverage: there are no factories to be closed, jobs to be outsourced, or union contracts to be renegotiated that would require the expertise of someone like Robert S. Miller.

It's doubtful that shareholders will be happy with any solution -- but they were dumb enough to invest in a company that is insolvent. But with the feds providing oversight, these two will probably be as good at making the best of this mess as anyone.

Mervyn's says private equity owners wrecked company

One of the most common complaints about private equity companies (and activist investors, corporate raiders, etc.) is that their relentless focus on making a quick profit results in the looting of companies, job losses, and so on.

That theory will be tested in court: Mervyn's LLC has sued its former private-equity owners -- including Cerberus and Sun Capital -- alleging that their profiteering tactics led to the chain's bankruptcy. When the $1.26 billion deal was consummated in 2004, The Wall Street Journal reports that (subscription required) "the deal was structured as two separate transactions -- one for the retailer and a second one for the retailer's real estate. This complicated structure, the suit alleges, enriched the private-equity firms while leaving the retail operations insolvent."

The firms then sold off real estate, paid themselves dividends, jacked up lease payments, and essentially transferred value from the chain to the private equity buyers, according to the lawsuit.

This will be a must-follow case -- assuming it isn't settled quickly and confidentially -- for those looking to understand the larger effects of buyout shops. I'm skeptical of the notion that private equity firms destroy companies and, if that was indeed the case with Mervyn's, it may have been a result of the complex structure and self-dealing.

In most cases however, there is little money to be made bankrupting something for which you pay hundreds of millions -- or billions.

Mexico Supreme Court to Wal-Mart: You can't pay workers with gift cards

Mexico's Supreme Court has ruled that Wal-Mart de Mexico, also known as Walmex, violated the country's constitution by paying workers, in part, in vouchers only redeemable at the store. Walmex is a wholly-owned subsidiary of Wal-Mart Stores Inc. (NYSE: WMT).

That's right: Wal-Mart was trying to pay its workers with gift cards. That sounds bad but it's really not quite as messed up as it seems. The Wall Street Journal reports (subscription required) that "the retailer said the program was voluntary, and designed to help our employees acquire basic necessities." It went on to explain in the statement that under the program, "Walmex would put store credit on electronic cards and the employees could contribute a matching amount."

Here's what I don't understand: if the company wants to offer employees the option of being paid with store credit -- and employees want to take advantage of the offer -- whose rights are being violated?

The reality is that Wal-Mart offers compelling values on household items and, for many low-income workers, the chance to receive a portion of earnings in store credit would be a good opportunity. If it isn't, they don't have to take it!

I'm not sure why the courts needed to get involved here.

Free Dennis Kozlowski! Former Tyco chief pursues appeal

Former Tyco (NYSE: TYC) CEO Dennis Kozlowski and former CFO Mark Swartz asked New York's Supreme Court to throw out their convictions on the grounds of insufficient evidence -- Kozlowski had been convicted of grand larceny.

As despicable of a character as Kozlowski is, he doesn't belong in prison: Tyco was a corporate governance train wreck, and he was essentially jailed for being paid an obscene amount of money. Tyco was not a massive securities fraud and, in fact, has produced solid returns for its shareholders.

One of the flaws with the Tyco case -- and it extends into media coverage of corporate governance today -- is that it held an executive responsible for gross negligence on the part of the board of directors. By throwing Kozlowski in jail and writing him off as a crook, the real threat to shareholders was essentially let of the hook: complacent and compliant directors at public companies.

Free Dennis Kozlowski, stop wasting taxpayer money imprisoning someone who was more reflective of an era than evil, and move onto bigger battles.

Obama gets it right on Fannie and Freddie

In the past, I've questioned Barack Obama's views about the roles and responsibilities of public companies and their relationships with the government. I criticized him for his comment that "I do think it would be a shame if Bud is foreign-owned. I think we should be able to find an American company that is interested in purchasing Anheuser Busch if in fact Anheuser Busch feels that it's necessary to sell."

Now I'm here to praise him for his comments on the quasi-governmental publicly-traded train wrecks that are Fannie Mae (NYSE: FNM) and Freddie Mac (NYSE: FRE). Last week, Obama said (subscription required) that "Long term, what we have to do is go ahead and make a decision. If these are public entities, then they have to get out of the profit-making business, and if they are private entities, then we don't bail them out."

He's absolutely right: before we pump taxpayer money into Fannie and Freddie, we need to assess their role in the world. If Fannie and Freddie exist to create profits for private investors, then they should go to private investors for capital.

Obama is taking an interestingly libertarian stance on the Fannie-Freddie issue, and he comes across as more enlightened than he has in the past when talking about stock market-related issues. Perhaps Obama has been talking with staunch supporter Warren Buffett.

Microsoft slashes price on Xbox

If being the first of the new generation video game consoles to break the $200 price point on the way down means you're the loser, the call Microsoft's (NYSE: MSFT) Xbox 360 the loser.

The Wall Street Journal reports (subscription required) that Microsoft is slashing the price on the basic console from $279 to $199, in an effort to boost sales before the all-important holiday season, when so many gamers (and their friends and relatives) will look to buy games. The move puts Microsoft well below Sony's (NYSE: SNE) Playstation 3 and Nintendo's Wii. According to the Journal, "Xbox 360, with a 60-gigabyte hard drive, to $299 from $349, and lowering a high-end model, with a 120-gigabyte hard drive, to $399 from $450. The company had previously offered a 20 gigabyte Xbox 360 for $299 as it sought to sell through remaining inventories of the now-discontinued product."

It's a good idea for Microsoft to make this move now, before its competitors do -- all of the consoles will come down in price relatively soon, and by being the first mover, Xbox will increase its footprint and Microsoft will benefit from increased software sales during the holiday season. In the current macroeconomic environment, price may be more of a factor in determining sales than it has been in recent console cycles.

Slashing a price by almost 30% is never a sign of success, but Microsoft and its shareholders are far better off making the move now than chasing the market down.

Coca-Cola (KO) embarks on massive acquisition in China

Coca-Cola (NYSE: KO) has offered [subscription required] to acquire Beijing-based China Huiyuan Juice Group Ltd, China's number one 100% juice and nectar company. The deal, which would be the second largest in Coke's history (behind Vitamin Water), would require the approval of Chinese regulators.

Coke says the deal would be accretive to earnings in third year -- but of course there are lies, damn lies, and forward-looking statements. The deal represents a continuation of Coke's efforts to diversify away from the declining soft drink industry and into higher-priced, more natural beverages.

The question is whether Coke will be able to add meaningfully to the value of these brands with its own marketing and distribution power. If Coke is just pumping up its sales by adding brands at high prices, that's probably not a good strategy for long-term shareholder value. Very few companies have been able to create such value through acquisitions, and Coke's shopping spree should be seen as a sign of increasing weakness in the company's current businesses.

What to make of related-party transactions

Ever since the special partnerships that former Enron CFO Andy Fastow set up to inflate the company's earnings, related-party transactions have been a source of considerable interest and controversy.

St. Louis Dispatch reporter Tim Logan recently took a look at the myriad disclosures of related-party transactions at embattled multi-level marketer YTB International (OTC BB: YTBLA), which I wrote about here.

Here's a quick sampling of the related-party deals at YTB, all of which are disclosed in the company's SEC filings: The company has hired another company, owned by the three of YTB founders, to build a 130 foot tall styrofoam replica of the Statue of Liberty. Executives have also sold a plane, marketing materials and convention-planning services to the company. This is not illegal -- it's all disclosed and the independent members of the company's board of directors approved the deals.

What should investors make of it? YTB is a small company and appears to be an uncommonly egregious example of self-dealing, but the fact is that you probably have many companies in your portfolio that have disclosed related-party transactions. Here are two tips for evaluating them and deciding whether they should be of concern:

Continue reading What to make of related-party transactions

Blockbuster: A 'historical attraction' in The Onion

A good indication that a company lacks a future: its business model is lampooned by The Onion, a satirical news parody site, in a video featuring it as a "historical attraction." Blockbuster (NYSE: BBI) meets that fate in the video below.

This video should be required viewing for anyone contemplating an investment in the company's stock. I know, the company is attempting to transform itself into another Netflix (NASDAQ: NFLX), but the reality is that Blockbuster has no particular competitive advantage there, and its weak financial position makes it unlikely that it will survive and thrive in a price war.

I've been bearish on Blockbuster for a long time, and I just don't see any reason to think things will turn around.

Is Bidz.com undervalued? I doubt it!

Barron's takes a blistering look (subscription required) at Bidz.com (NASDAQ: BIDZ) and its executives' long history of relations with shady characters and, possibly, organized crime. You can read the Barron's piece for all the details but here are some key words: fencing, gambling, fencing, strip clubs, "oral copulation with a person under 14 through force or fear," porn shops, prostitution, etc.

But wait: does any of that really matter? There's an argument to be made that if the company is solidly profitable, which it appears to be, and has reasonably sound corporate governance practices, then all those past relationships are just noise that, if anything, present a buying opportunity.

The problem, to me at least, is that there's plenty of other stuff at Bidz that doesn't quite add up. Back in March, ex-con turned fraud fighter Sam E. Antar raised questions about the company's accounting on his blog, and Andrew Left also seems to focus on the company's inventory issues.

Without getting into financial jargon, I can't figure out what makes Bidz so special: it reports strong sales and earnings -- much stronger returns than industry leader Blue Nile (NASDAQ: NILE) -- and Bidz's website is incredibly unimpressive. When you look at the quality of the site and then compare it to the impressive financials, something smells bad. Caveat emptor.

Value investors leap out of financials: sign of a bottom?

The Wall Street Journal reports (subscription required) that a number of prominent value investors have unloaded their stakes in beaten down financials, booking hefty losses in the process. The highly-respected Ariel Focus Fund has dumped its stake in Citigroup (NYSE: C), booking a 24% loss over three years. Weitz Partners Value Fund has dumped stakes in Fannie Mae (NYSE: FNM) and Freddie Mac (NYSE: FRE). Read the Journal piece for more examples.

It's impossible to look at these sales without wondering if it's a sign of a bottom. When the most patient investors have thrown in the towel, who is left to sell? Contrarians might look at this is a sign that it's time to dive into badly beaten financial stocks with subprime exposure, but I'm not so sure.

The reason that so many prominent value investors are bailing is that there is a complete lack of visibility and transparency at so many of these names -- the solvency of the company depends on the accuracy of the valuations listed on the balance sheet, and those valuations are in question.

It might well be that the brave few who buy these names will do quite well, but it wouldn't call it investing: buying something you don't really understand is speculating, and I don't think there are too many people who really understand the financial statements of companies like Fannie and Ambac (NYSE: ABK).

General Motors sues over employee discounts

In that latest sign that the company is desperate for cash, General Motors (NYSE: GM) is suing some of its employees and retirees, alleging that they improperly granted the company's family discount to non-relatives, costing the company $450,000 in sales.

Now hold up: last month GM announced that it was extending the employee/family discount to everyone, and it's simultaneously suing a handful of employees for extending the discounts to friends. Cognitive dissonance, anyone?

Given all of the problems the company has -- like billions in losses and a rapidly deteriorating balance sheet -- you'd think they'd have better things to do than chase down workers for a few thousand dollars in discounts. And then there's the fact that it's unclear whether GM really lost anything: would people have bought the cars without the discount?

It's puzzling -- and amusing -- that GM is going after employees who did exactly what the company is doing, but on a much smaller scale.

But in the world of farce and inadvertent parody, GM is the gift that keeps on giving.

Target to open fashion stores in Manhattan

With designers like Isaac Mizrahi, Target (NYSE: TGT) has done the unthinkable: establish itself as a big box discounter that's also a place you can shop for clothing without feeling ashamed. Now the company is taking it to the next level with plans to open four "Bullseye Bodega" stores in Manhattan on September 12th, timed to coincide with the end of fashion week.

While a few boutique stores certainly won't add materially to the company's sales, that's not reall the point: for a cost that's tiny for a company of Target's size, the company is generating priceless publicity, and strengthening its brand as a leading clothier for the fasionable but budget-conscious. The fact that The New York Times did a story on the new stores speaks to the value of the plan.

Target's stock has taken a beating of late, as its increasingly upscale product mix hasn't fared as well in the current environment as Wal-Mart (NYSE: WMT). But when the economic tide turns -- as it always does -- Target should be well-poised to capitalize.

Super-investor William Ackman has a considerable paper-loss on his huge investment in Target, but he recently prepared funds to buy more. Investors may do quite well following him.

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IndexesChangePrice
DJIA+128.1611,349.12
NASDAQ+16.902,272.78
S&P 500+11.931,254.24

Last updated: September 08, 2008: 11:11 AM

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