BARRON'S: The Trader

  Did HSBC Get Household At A Bargain Price?

 

  By Michael Santoli

 

  For a third week following the stock market's burst higher from the depths of

early October, the indexes rested but did not retreat.

  Traders have refused, for the moment, to conform to the standard wisdom that a

voracious buying frenzy must be followed by the digestion process --

profit-taking and prudent selling born of buyer's remorse. While the market has

expended a lot of energy to go virtually nowhere recently, Wall Street last week

drew just enough encouragement from the cooling of war fever and some

respectable profit reports to advance a little more.

  The Dow Jones Industrials added almost 42 points to reach 8579, just 41 points

above where it sat on Oct. 21. Since that date, the market has paced between

8317 and 8771, a mere 5% range that passes for stasis in a viciously volatile

year.

  The Standard & Poor's 500 climbed 15 points, or 1.7%, to 909, outrunning the

Dow thanks to greater exposure to the ascending tech sector, which hoisted the

Nasdaq upward by another 51 points, or 3.8%, to 1411.

  Iraq's grudging acceptance of weapons inspectors, Alan Greenspan's benign

congressional testimony, monthly retail sales figures that edged past

predictions, plus solid profits from Wal-Mart Stores and Dell Computer were

variously cited as having stiffened buyers' backbones.

  Friday, the market was given plenty of impetus to fall back but managed modest

gains instead. A forceful downgrade of Intel and other semiconductor stocks by

Merrill Lynch and a similarly aggressive negative analyst's call on General

Electric by J.P. Morgan Securities greeted investors in the morning. But in late

afternoon the indexes crossed into the black, beginning the moment news spread

that a senior al-Qaeda member had been arrested.

  Another bit of conventional thinking holds that when a market can sidestep

adverse news and claw higher, it's a sign of enduring strength. Yet there's a

less charitable take on recent behavior, including a series of technical and

anecdotal factors that are no longer working in favor of the bulls.

  For one thing, the stocks that have led the way higher have been the most

neglected and misbegotten tech and telecom names, those that have the least

valuation support and are most subject to impulse buying and short covering.

Investors playing this rally continue to be emotional, irresolute and

suggestible. The initial surge beginning Oct. 10 was largely missed by most

professional investors, who have since been obliged either to brood or chase the

rally in a bid to salvage a semblance of performance.

  Technical index levels seem to be garnering outsized attention, a sign that

investment pros have little conviction in the underlying investment

fundamentals. On Monday, Tuesday and Wednesday of last week, the intra-day lows

in the S&P 500 were 874, 876 and 872 -- right at the 870-875 level that

technicians had identified as an important support area.

  Says Duncan Richardson, portfolio manager at Eaton Vance: "There's really no

leadership. I'm very suspicious of the idea that the leaders of the last charge

[big tech stocks] are going to repeat" during the next real bull market.

  Richardson calls the recent nadir, "a pretty good low." But he adds, "You

could paint a scenario where the market could just float up right in the face of

the [short sellers] and create a temporary surge, maybe taking the Dow above

10,000. That, to me, would be the worst possible scenario," because it would

reinforce unrealistic expectations, setting the market up for another rush

lower.

  Investor sentiment, despondent at the recent low, has turned sunnier, with the

percentage of bullish respondents to the latest Investors Intelligence poll

reaching the highest point since late May. That's a mild contrary warning

signal, at least.

 

  -- On Thursday, the only day of the week when stocks registered any noteworthy

upside, the buying was attributed largely to October retail sales arriving a bit

higher than consensus predictions. No doubt, that didn't hurt. But it's almost

as likely that buyers were inspired by the announced purchase of Household

International by HSBC Holdings, the Anglo-Asian banking power, for some $14

billion.

  The deal was quickly proclaimed an odd-couple pairing of a worldly British

bank and a Midwestern lender to moderate-income, often financially strapped,

Americans. In this view, Household was the desperate party, eager for quick

cash. And HSBC treated the company the way Household deals with its customers,

using its leverage to set the terms to its greatest and most profitable

advantage.

  HSBC agreed to pay stock equivalent to 0.535 of one American depositary

receipt (or equivalent amount in ordinary shares) for each Household share,

initially valuing Household at about $30 a share. That was a 33% premium to

Household's price before the deal, but it's half what the stock commanded as

recently as April.

  Household has been knocked back on its heels since then by concerns about its

aggressive lending practices and accounting questions that have made the

fixed-income markets unwilling to finance the company at favorable terms. Last

December, with the stock around 60, Barron's suggested that Household had

systematically understated its problem loans.

  So, HSBC was able to grab Household at what appears to be a slender price,

with the promise that the larger institution's enormous financing clout can fund

the Household business at advantageous rates. (For another take on the deal, see

Asia Trader on page MW13.)

  With HSBC's shares trading around 15 times next year's forecast earnings,

observers suggest it could well afford to take a flyer on Household at a price

that computes to around seven times forecast 2003 profits. At that price --

called a "steal" by some money managers who owned Household -- even if the

consumer credit picture should darken, the deal should still be additive to

HSBC's earnings right out of the box.

  Essentially, HSBC is attempting to marry its deep funding ability with an

aggressive (perhaps to a fault) loan-marketing outfit. This would replicate

Citigroup's success in buying Associates First. Even though Citi has paid out a

$215 million fine to settle predatory-lending charges, that deal has spun lush

profits.

  In part, the Household transaction sparked enthusiasm in the U.S. market

because of its symbolic value. Bulls viewed it as evidence that a strategic

buyer saw value in a troubled American company at its current valuation.

  Relatedly, that Household CEO William Aldinger would capitulate and take a

price so far below Household's recent value might indicate that pragmatism might

overtake pride among potential sellers.

  As Barron's noted in an article in September 2000, when Household stock was

around 50, this is a man whose license plate read "HI-75," a reference to

Household's ticker symbol and the price he hoped the stock would reach.

  Investors last week could thus warm to the idea that other CEOs might finally

forget about the high-water marks left by their stocks in happier times and look

to maximize value today. Not that mergers are a cure-all for the market, but

when companies risk their own cash or stock on a business, it offers investors

confidence that value can be had at today's prices.

  What if Honeywell's management were able to get beyond the fact that it had an

offer from General Electric to buy the company for $55 a share in stock two

years ago? Might there be a price closer to its recent level of 23 that could

prove enticing, given present difficult circumstances?

  Actually, had European regulators allowed GE to close that deal, for 1.055

shares of GE for each Honeywell share, the company's shareholders wouldn't be

much better off. GE stock has fallen by more than 50% and the offer terms would

amount to about $25 today. But United Technologies' shares have hardly fallen at

all from that time, leaving it equipped to revisit Honeywell should the

acquisitive urge strike again. GE outbid United Technologies for Honeywell in

2000.

  To cite just one more hypothetical example, might the crisis-beset management

of Interpublic be interested in seeking offers for its collection of advertising

and marketing firms? With a market value of only $5 billion and deal-happy

executives running competitors such as WPP Group, Interpublic could be facing a

destiny as part of another organization at some point, suggests one money

manager who admits to owning the star-crossed stock.

  -- Over the years, investors have be-come attuned to the rhythms of

"pre-announcement season," the period bracketing the end of each quarter when

companies warn that their results are off track, usually for the worse.

  They might be wise to become acquainted with the "post-announcement period"

following earnings-release season, when companies file quarterly SEC reports,

divulging what their lawyers deem necessary and their execs might have omitted

in well-scripted conference calls.

  Last week, several companies -- including the aforementioned Honeywell,

Echostar, Electronic Data Systems and Martha Stewart Living Omnimedia -- drew

Wall Street's concern when disclosures in these 10-Q filings were plumbed and

broadcast by analysts and investors. This close scrutiny of filings that embed

nuggets of revelation within the fretwork of obscurant boilerplate highlights

the things that concern investors today. These include pension obligations,

legal liabilities, credit exposures and other forces often addressed in filings.

 

  Echostar, the satellite TV outfit, lowered its forecast for 2003 cash flow

growth to about 50% this year from a previously forecasted 80% to 100%. EDS

warned of increased pension burdens that would crimp earnings and potential cash

obligations relating to possible credit downgrades. Meanwhile, Martha Stewart

Living Omnimedia's filing allowed that the insider-trading allegations dogging

its founder, CEO and namesake were indeed hampering its business.

  Honeywell's 10-Q caused alarm when it revealed that its under-funded pension

would cause a greater hit to earnings than was believed and that the cost of

settling asbestos claims related to a former subsidiary might also rise.

Honeywell, a maddeningly frustrating stock for many value investors, lost 2.63

to 23.38 on the week as plenty of one-time believers in this cyclical

restructuring play seemingly gave up.

  Its pension issues are not too different from what other industrial

manufacturers are dealing with, given their large pools of employees and

pensioners and the bear market's assault on investment accounts. Yet its

decision to contribute another $900 million in cash and its own stock leaves

Honeywell open to criticism that it's parting with shares at depressed

valuations. IBM recently signaled a similar move, though its shares have held up

far better.

  Analysts at Morgan Stanley, without addressing the unspoken possibility that

the company might one day find another buyer, were highlighting Honeywell's

seemingly low valuation, relative to its competitors and its history. The

analysts stand by their positive recommendation on the stock, relating that the

hostile phone calls they endured last week show what a contrarian position it

is.

  The valuation stacks up to 12.5 times expected 2003 earnings, with free cash

flow equalling almost 10% of the share price and a dividend yield above 3%.

That's cheaper than General Electric, for instance. But Honeywell's management

still doesn't garner the same respect as GE's, even in the post-Jack Welch era.

  The potential catalysts cited by Morgan to get the stock off the mat include

more share buybacks, a soon-to-be-completed search for a new chief financial

officer, settlement of asbestos matters and maybe the sale of some businesses.

  Could be, but without the economy gaining pace, it might take more for

Honeywell to reconnect with investors. And, of course, another post-announcement

period arrives in just three months.

 

  -- Even in the stingiest of markets, there are always some chronically

expensive stocks that refuse to surrender their premium valuations. These names

attract short sellers, who often end up like vultures circling healthy

livestock, tiring long before the prey succumbs. Three such stocks were

eliciting chatter last week: Starbucks, Intuit and Harley-Davidson.

  All have vastly outperformed the market in the past year, all trade between 27

times and 36 times current-year earnings forecasts, and all have cult-like

investor followings that the shorts love to mock. Because the companies continue

to grow fast and make good on performance promises, the stocks stay aloft.

  Starbucks, true, has backed off since Barron's highlighted the slower-growth

future that probably awaits it, but the coffee brewer last week nailed profit

forecasts and affirmed its outlook, while analysts began penciling in another

20% earnings expansion for fiscal 2004.

  Intuit, maker of QuickBooks and other business software, took a hit last week

after a nice run. But investors continue to love the stock for its luxurious

profit margins and lack of exposure to mass-scale corporate tech spending. Who

knows how long 25%-plus annual profit increases can support a P/E of 36? Still,

it seems a costly folly for shorts to bet that it will end soon.

  Harley might be the most vulnerable. It has been rationing supply and enjoying

inflated demand during its current centenary, and caters to an aging (though

growing) pool of men in mid-life crisis. Harley's financing activities have

drawn critical scrutiny, though it seems to be bucking the trend of softening

credit, according to a new UBS Warburg report. The shorts have been suffering on

the wrong side of this one for a long time -- a positive contrary signal for the

stock at the moment.

  They may only be proven right when shareholders become concerned about the

outlook for continued motorcycle demand and, rather than acting like hogs, take

profits.

  ---

 

                      VITAL SIGNS

 

                      FRIDAY'S   WEEK'S    WEEK'S

                       CLOSE     CHANGE    % CHG.

 

DJ Industrials        8579.09     +41.96    +0.49

DJ Transportation     2333.20     -13.68    -0.58

DJ Utilities           200.34      +4.47    +2.28

DJ 65 Stocks          2391.44     +12.65    +0.53

DJ US Total Mkt        210.64      +3.56    +1.72

NYSE Comp.             482.34      +5.68    +1.19

Amex Comp.             818.40      -5.78    -0.70

S&P 500                909.83     +15.09    +1.69

S&P MidCap             433.10      +9.15    +2.16

S&P SmallCap           197.04      +2.56    +1.32

Nasdaq                1411.14     +51.86    +3.82

Value Line (arith.)   1026.97     +24.86    +2.48

Russell 2000           385.92      +6.92    +1.83

Wilshire 5000         8584.05    +145.25    +1.72

 

                                 Last Week     Week Ago

 

NYSE Advances                     2,094         1,791

Declines                          1,346         1,636

Unchanged                            85            92

New Highs                            73            80

New Lows                            136            88

Av Daily Vol (mil)                1,658.4       1,841.4

Dollar

(Finex spot index)                  105.04        104.50

T-Bond

(CBT nearby futures)                111-02        112-31

Crude Oil

(NYM light sweet crude)              25.51         25.78

Inflation KR-CRB

(Futures Price Index)               227.13        227.66

Gold

(CMX nearby futures)                320.70        321.30

  ---

 

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