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Spreadsheet supplement for case number 294122.

Sealed Air Corp.'s CEO and COO are considering what approach they should take to building a seamless corporate culture worldwide. Anticipating continuing growth and expansion, especially outside the United States, they are concerned with preserving and promoting the culture that has been one of the company's key assets. However, their experience in integrating acquired companies, especially outside the United States, has heightened their awareness of differences among the regional cultures of the world and the challenges they face in maintaining a unified corporate culture.

Sealed Air Corp.'s CEO and COO are considering what approach they should take to building a seamless corporate culture worldwide. Anticipating continuing growth and expansion, especially outside the United States, they are concerned with preserving and promoting the culture that has been one of the company's key assets. However, their experiences in integrating acquired companies, especially outside the United States, have heightened their awareness of differences among the regional cultures of the world and the challenges they face in maintaining a unified corporate culture.

Sealed Air Corp.'s CEO and COO are considering what approach they should take to building a seamless corporate culture worldwide. Anticipating continuing growth and expansion, especially outside the United States, they are concerned with preserving and promoting the culture that has been one of the company's key assets. However, their experiences in integrating acquired companies, especially outside the United States, have heightened their awareness of differences among the regional cultures of the world and the challenges they face in maintaining a unified corporate culture.

American Home Products' (AHP) $9 billion hostile takeover of American Cyanamid (Cyanamid) was the largest merger-and-acquistion transaction in 1994, and made AHP the fourth largest pharmaceutical firm in the United States. At the time of AHP's offer, Cyanamid had already begun to restructure by selling its consumer products businesses, spinning off its chemicals division, and entering into asset swap negotiations with SmithKline Beecham. AHP entered the fray, at least in part, to block the asset swap deal. The case takes students inside the board room and describes the tension generated by the different views of Cyanamid management and its outside directors on the desirability of the takeover. After a tense and painful board meeting that lasted several days, the board voted unanimously to support the offer. A rewritten version of two earlier cases.

Supplements the (A) case.

An example of how policies about budgeting and resource decisions are commonly misallocated is presented.

American Home Products' (AHP) $9 billion hostile takeover of American Cyanamid (Cyanamid) was the largest mergers and-acquistions transaction in 1994, and made AHP the fourth largest pharmaceutical firm in the United States. At the time of AHP's offer, Cyanamid had already begun to restructure by selling its consumer products businesses, spinning off its chemicals division, and entering into asset swap negotiations with SmithKline Beecham. AHP entered the fray, at least in part, to block the asset swap deal. The case takes students inside the board room and describes the tension generated by the fact that Cyanamid's management and its outside directors had different views on the desirability of the takeover. At issue is whether Cyanamid's board will endorse AHP's hostile offer in spite of the fact that management does not support the offer, and instead supports a lower-valued friendly asset swap with SmithKline Beecham. After a tense and painful board meeting that lasted several days, the board voted unanimously to support the offer.

Supplements the (A) case.

Provides a follow-up to the (A) case.

In the wake of market pressure to restructure, American Cyanamid spun off its poorly performing Chemicals Unit into a new publicly traded corporation, Cytec Industries. In addition to weak operations, Cytec inherited the bulk of Cyanamid's environmental and post-retirement health-care liabilities. The market's assessment of Cytec's prospects was grim. Cytec's managers, all long-time Cyanamid employees, were enthusiastic. They believed they could implement changes in Cytec's strategy and corporate culture that would bring about dramatic performance improvement. The spin-off gave Cytec the opportunity to change management style and adopt practices that were more effective and more suitable to its businesses. This case explores the organizational and managerial implications of spin-off transactions.

After years of deteriorating financial performance and eroding market position, Safeway, Inc., the largest public grocery store chain in the United States, found itself the target of a hostile takeover offer. Management decided to take the company private in a $4.3 billion leveraged buyout sponsored by Kohlberg Kravis and Roberts. This case begins with the controversy surrounding Safeway's sale of its Dallas division as a result of the LBO and retraces the events leading up to the LBO. Continues with a discussion of the challenges facing management in restructuring the company--including the renegotiation of uncompetitive labor contracts and the intense pressure from the capital markets (through hostile takeover offers) to relinquish control of the company.

Supplements the (A) case.

Focuses exclusively on the controversy by presenting the media responses to the LBO and its aftermath, including full text of Faludi's interview with Safeway CEO Peter Magowan, and her subsequent Journal article.

Spreadsheet Supplement for case 294139

Supplements the (A) case.

Less than a year after Sealed Air embarked on a program to improve manufacturing efficiency and product quality, the company borrowed almost 90% of the market value of its common stock and paid it out as a special dividend to shareholders. Management purposefully and successfully used the leveraged recapitalization as a watershed event, creating a crisis that disrupted the status quo and promoted internal change, which included establishing a new objective, changing compensation systems, and reorganizing manufacturing and capital budgeting processes.

Spreadsheet Supplement for case 294123

Describes the design and implemenation of a quality improvement program. Sterling Chemical's management hoped the program would improve teamwork and productivity at the plant.

Documents the organizational changes that took place at O.M. Scott & Sons Co. in response to their leveraged buyout. Provides the opportunity for students to discuss the effects of high leverage on management decision making, and the differences between operating as a small subsidiary of a large conglomerate and as a free-standing company. Focuses on the role of the LBO sponsor in the management of the company, the role of restrictive debt covenants, and the effect of changes in the compensation system at the company.