Making a Profit Without a Voice

Harvard officials said this week that the University will take on a new role with RJR-Nabisco, the tobacco and consumer goods company recently taken over by Kohlberg, Kravis, Roberts and Company in the largest leveraged buyout ever.

Since the closing of the KKR deal last week, Harvard has had equity interest in the cigarette manufacturer because the University invested from $20 to $40 million in the KKR limited parnership that bought out the company.

The form of Harvard's investment has not yet been determined, according to Nils P. Peterson, a partner at the Harvard Management Company, which maintains the University's $4.2 billion endowment.

But whether Harvard is a partner or a stockholder in the new RJR-Nabisco, the private investment will have a different nature than the public stock the University once held in the tobacco company, Peterson explained.

In a public company, investors can vote on shareholder resolutions called proxy statements, Peterson said. But in a private company, he added, "a minority share holder has to go along with what the manager's doing."

"To the extent we are invested in KKR, we will be an equity holder in the private company," Peterson said. And according to figures provided by Harvard Management Partner Scott M. Sperling, Harvard will hold less than 1 percent of RJR-Nabisco because its KKR investment made up less than 1 percent of the multi-billion dollar takeover.

Before the takeover, when Harvard owned public stock in RJR-Nabisco, the University voted for a shareholder resolution asking the cigarette company to provide information on its marketing practices in Third World countries.

But, Peterson said this week, "you won't see the tobacco issue" anymore because there are no proxy resolutions in private companies.

Although "the force of proxies is a matter of influence and persuasion," said Elizabeth A. Gray, secretary to the Harvard committee which reviews the University's investments, "they are a pretty effective communication device."

Proxy votes for RJR-Nabisco and Philip Morris Companies, Inc., another tobacco manufacturer in which Harvard owns stock, are scheduled to take place this spring, Gray said. According to Harvard's finance report for last year, the University held more than $27 million in Philip Morris stock. At that time, Philip Morris was Harvard's third-largest public stock investment.

But debates about proxy votes may be meaningless in the long run. Gray said this week that she thinks the RJR-Nabisco vote might be cancelled, while Peterson said he assumes "if there's any final vote, it's to approve the buyout."

"I doubt seriously if there's anything else on [the proxy]," he added.

And in the future, member of Harvard's advisory committee on investments and Professor of Radiobiology John B. Little said, "I'm not sure how we can now respond to [to RJR's policies]."

But he added, "I think there's no reason we shouldn't discuss this."