Financial stress test for German industry: Banks fall out as conglomerate pays price for futures dealing

THE VOTE of confidence was unanimous. On 19 November 1993, the cream of Germany's corporate establishment renewed, for a further five-year term, the contract of Heinz Schimmelbusch as chief executive of the blue-chip corporation, Metallgesellschaft. As members of the supervisory board, the top executives from Deutsche and Dresdner banks, the insurance behemoth Allianz and from Germany's leading industrial concern, Daimler-Benz, were responsible for watching over Metallgesellschaft's management. They were happy to see Mr Schimmelbusch pursue his revolutionary course.

The flamboyant 49-year-old Austrian, voted manager of the year in 1991 by a leading business magazine, had been widely hailed as a refreshing contrast to the staid manner prevailing in most German boardrooms.

Sending turnover rocketing from DM15bn in 1987-88 to DM27bn in 1992-93, 'Shimmi', as he was known to his numerous friends in high places, indulged in an acquisition feast, transforming the traditional mining, metals trading and engineering business into a diversified technology concern - an intricate web of 258 interlocking companies.

In mid-November, MG's share price was riding high at DM435. Things were a little rough, but that was hardly surprising in a recession. But the vote of confidence lasted just four weeks. On 17 December, the supervisory board held an emergency meeting in Frankfurt, terminating in a boardroom massacre of virtually unheard-of brutality for Germany. Mr Schimmelbusch, his chief finance officer, Meinhard Forster, and four other management board executives were fired on the spot.

As the Frankfurt state prosecutor's office began investigations into suspected fraud and breach of faith by yesterday's wunderkind, Metallgesellschaft's minders, led by Deutsche and Dresdner banks, reeled at the size of the calamity that they had failed utterly to detect. The DM347m loss declared by Mr Schimmelbusch for 1992-3 was suddenly discovered to be more than five times greater, at DM1.8bn.

Moreover, unwinding MG's disastrous forays into the US energy futures market, which had triggered the whole debacle, could produce additional losses of up to DM1.5bn. Added together, these losses effectively wiped out Metallgesellschaft's entire equity capital.

Germany's 14th industrial concern was hanging over the abyss. Its 57,000 employees feared for their jobs and 120 creditor banks feared for their millions. MG had run up debts of more than DM9bn. Gunter Rexrodt, the economics minister, appealed for shareholders and creditors to strengthen their commitment to the stricken company, mindful, as he put it, of the reputations of Germany's banks and of Frankfurt as a financial centre.

The shock and embarrassment were almost palpable on the top floors of the Deutsche and Dresdner skyscraper headquarters in Frankfurt.

As is so often the case in Germany's mutually protective corporate world of cross-shareholdings, the banks are both leading shareholders and creditors of Metallgesellschaft. They take it in turns to chair the supervisory board. Deutsche Bank owns 11 per cent of MG and is exposed to the tune of DM539m. Dresdner holds 13 per cent, and is owed DM198m. They suddenly found themselves lashed by criticism of the influence of banks in industry, and of the confusion of roles in the clubby atmosphere of supervisory boards.

'Where were the overseers?' thundered Otto Graf Lambsdorff, former economics minister and leader of the Free Democrats.

The notables of Germany's financial establishment angrily rejected the suggestions of negligence, and hurled themselves into a frenzied effort to prevent the unthinkable - a major German corporate collapse.

A DM3.4bn rescue package was hurriedly thrown together by Deutsche Bank. It required the unanimous backing of 120 German and foreign creditor banks, many of them spitting with rage. A deadline for acceptance of the rescue package was set on Wednesday, 12 December. And broken.

Big creditors, including Barclays Bank, engaged in an ice-cold display of brinksmanship, leaving Metallgesellschaft balanced on the brink.

They had been even less aware of the storm brewing at the German company. The first sign of trouble had come on 3 December, when Mr Schimmelbusch visited Deutsche Bank to tell Ronaldo Schmitz, chairman of MG's supervisory board, that he urgently needed cash - DM1.5bn to be precise.

Metallgesellschaft had got terribly out of its depth in energy futures on the Nymex. A sharp drop in oil prices in the autumn caused MG's ambitious plans to unravel when Nymex ordered the company to put up more money to cover its worsening exposure.

On 6 December, Metallgesellschaft issued a statement confirming it had received new credit lines to overcome temporary liquidity problems. The share price began to wobble.

Hilmar Kopper, chief executive of Deutsche Bank, moved to steady the nerves. 'There has been too much excitement. We need to be more relaxed about this,' he said - adding that the problems at MG were 'not life- threatening'.

But they were, as Deutsche found out when it finally took a hard look at MG's activities.

Far worse than the almost DM800m of recent losses suffered on oil futures trading were DM1bn of losses on operating businesses - cleverly disguised by a kaleidoscope strategy of shifting companies hither and thither within the group, and booking disposals of properties as operating earnings.

MG shares plummeted to half their value of mid-November, limping along in the low DM200s. As it usually does in such moments of despair, Deutsche Bank called on the Red Adair of corporate Germany, Kajo Neukirchen.

The 51-year-old turnaround specialist was still trying to rescue FAG Kugelfischer, the ball- bearing maker, for Deutsche Bank, when he was packed off to the much more important patient in Frankfurt. He quickly proposed selling off some of the businesses so expensively acquired by Mr Schimmelbusch, and spoke of DM800m savings in personnel costs.

The real battle lay in winning support for the rescue package. It foresees a new share offering to raise DM1.4bn, converting DM1.3bn of MG debt into junior convertible stock, and the granting of new credit lines worth DM700m.

But there were rumblings of dissent from some big creditors, who felt that the institutional shareholders, notably Deutsche and Dresdner banks, bore some responsibility for the disaster, and should therefore carry more of the refinancing.

Breaking the usually closed ranks of German finance, Norddeutsche Landesbank (which was owed DM240m) demanded changes to the package, and accused Deutsche of trying to steamroller creditors into approval.

But no sooner had Deutsche agreed modifications sufficient to win NordLB's backing, than opposition sprang up in London and Paris. Barclays (owed DM154m) issued an unprecedented public statement, saying that, while it supported the first stage of the rescue to stop the financial bleeding, more time was needed to discuss longer-term refinancing.

In Paris, a group of principal creditors, led by Societe Generale and Paribas, said they opposed the deal because of insufficient information about MG's losses and prospects for recovery. Senior Deutsche Bank officials sped to Paris for talks.

It was a potentially deadly game of tactics, as creditors tried to force the best possible deal from the big institutional shareholders. As Kajo Neukirchen repeated his warnings of imminent insolvency, Deutsche Bank warned that every creditor had to accept the deal.

'Whoever holds back will be marked as a gravedigger,' snapped one senior Frankfurt banker.

As one of Germany's biggest corporate disasters, it will be no easy matter to solve. And with so many overseas banks exposed to Metallgesellschaft, the eyes of the international banking community are focused on the way the German financial establishment performs in sorting things out.

For Deutschebank, as well as for MG, there is a great deal at stake.

(Photographs omitted)