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Every once in a while, Wall Street tries to persuade
investors that the sum of the parts is greater than the whole.
Tracking stocks are this year's attempt. But is the calculus
suspect?
A tracking stock is a separate class of shares issued by a
company seeking to "unlock value" in one of its
businesses. The parent company separates the unit's bookkeeping
from the main company's financials, and the new stock
"tracks" the results of the new business.
Last week, AT&T conferred big-league status on tracking
stocks with plans to create a tracker for its wireless business.
AT&T will sell something less than 20 percent of the
business in a public offering next spring, which analysts say
could raise $8 billion to $10 billion; the rest will go to Ma
Bell shareholders.
AT&T is in good company. General Motors in 1984 issued
the first tracking stock for its EDS subsidiary, since spun off
completely. GM's "H" stock, for its Hughes satellite
division, came a year later. No more debuted until 1991.
The pace quickened after November 1998, when Sprint offered
stock in its PCS wireless unit, since up nearly 500 percent. Not
surprisingly, 11 of the 27 tracking stocks trading are new to
the market since Sprint, and more are coming. SBC Communications
is mulling over a wireless tracking stock. Office-products
retailer Staples plans one for its online business, and Internet
portal Excite@Home is readying a tracker for its content
business.
Why the rush? Companies see tracking stocks as a way to
spotlight their fastest-growing units, enabling them to raise
money from investors interested in those businesses. With fresh
cash and newly minted stock, companies can make acquisitions, or
lure top talent with stock options. Another hope: a greater
stock-market value for the entire company.
The advantages for shareholders are less clear. The
performance for most tracking stocks ranges from lackluster to
downright dismal (table). Even in the best of times, tracking
stocks will generally trade at a 5 to 15 percent discount from
their industry peers, says New York Law School professor Jeffrey
Haas. Tracking stocks are not the pure play they seem; investors
still own a piece of a larger company.
Linked at the hip. In contrast to a spin-off, in which a
parent company divests a subsidiary, a tracking stock is a
bookkeeping device. "The businesses are linked at the hip
like a set of conjoined twins," says Haas, setting up
rivalries among competing shareholders. When Ziff-Davis
issued its tracker, ZDNet, to the public, the IPO raised $220
million. But ZDNet got just $25 million. The rest went to pay
down debt at Ziff-Davis, according to investment-research firm
Spin-Off Advisors.
What most tracking-stock shareholders must remember, says
Spin-Off's Mark Minichiello, is that they don't own the assets
of the tracking subsidiary outright. They have limited voting
rights, if any, and cannot elect their own boards. Why buy
trackers at all? Analysts say the rash of telecommunications
trackers reflects the paucity of mainline wireless stocks
available to investors.
Before investors load up on tracking stocks, they should take
note of what was quietly announced last week at Pittston Co. It
is abandoning the tracking stock structure of its three
businesses–Brink's armored cars, a freight business, and a
coal-mining unit that has lost 87 percent since it began trading
in July 1993. The separate stock structure did not keep
coal-related liabilities from dragging down the others as well.
In Pittston's case, anyway, "unlocking value" became
"sharing the pain." |