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The 12 Guiding Principles of Metallgesellschaft: 1. We increase our earning power and financial strength through market orientation and cost-consciousness. 2. We increase the value of our company for our shareholders. 3. We concentrate on our core business areas. 4. We act according to our objectives within the scope of our strategic orientation. 5. We want to be among the leaders in our international markets. 6. Our customers pay our wages and salaries. Therefore we place them at the centre of our thoughts and actions. 7. We promote the ideas and initiative of all our staff. 8. Our objective is constant quality improvement. 9. We desire effective communication and welcome objective criticism. 10. We develop our staff and executives in accordance with our corporate commitment. 11. We are active innovators while preserving meaningful traditions. 12. We are a company which is aware of its responsibilities in our society and to the environment.
Metallgesellschaft AG (MG), based in the heart of Frankfurt since its foundation, is a conglomerate providing raw materials and technological services. It is divided into five branches: trade, finance, engineering and contracting, chemicals, and building technology. On the brink of bankruptcy in early 1994 because of huge losses incurred from oil-futures and derivatives trading, MG bounced back to profitability in the 1994/95 fiscal year but still faces an uncertain future.
Early History
"The trade in and manufacturing of metals and metal oxides" were the business aims of the firm according to its articles of association. The company was founded on May 17, 1881, by the Anglo-German merchant Wilhelm Merton and his two partners, Leo Ellinger and Zachary Hochschild, with a share capital of 2 million marks. It had its roots in the firm of Philipp Abm. Cohen, already established some 150 years previously, with its headquarters in Hanover. Initially this company was involved in banking, then increasingly in metal trading, and was incorporated in Frankfurt in 1821. In 1856, Cohen entrusted his business interests to his son-in-law Ralph Merton, who had emigrated from London to Frankfurt. One of Ralph Merton's sons, William, born in 1848 and later to change his name to Wilhelm, became an associate partner in 1876, having worked for many years both in London and in Frankfurt. Close business as well as personal ties were formed with the firm of Henry R. Merton (HRM), the metals trading firm of the English branch of the family, named after another of Ralph's sons.
MG, with 40 employees and one telephone--the first telephones were installed in Frankfurt in 1881--at the outset traded in copper, lead, and zinc, later diversifying into nickel and aluminum. The firm Philipp Abm. Cohen had also been involved in silver trading, but abandoned this line in 1872, leaving the way open for the founding of the Deutsche Goldund Silber-Scheideanstalt (Degussa).
Since the domestic mines could not satisfy the country's metal requirements, the company rapidly developed extensive relations abroad and within a short time MG was represented in such cities as Basel, Amsterdam, Milan, Brussels, Stockholm, St. Petersburg, Moscow, Vienna, and Paris. Within a few years, therefore, a network of subsidiaries spanned the globe. In 1887, the American Metal Company was founded in New York; in 1889, the Companhia de Minerales y Metales in Mexico; and in 1889 the Australian Metal Co. The last was the result of an expedition the company organized together with HRM and Degussa into the ore-rich Broken Hill district, where lead and lead concentrates were produced in vast quantities. This constituted the start of MG's trading in ore, which would assume greater and greater importance in the future.
From 1889, these ores were analyzed and tested by the specially created technical department. This technical department was to be the seed from which grew the largest enterprise that MG has ever created; from it arose in 1897 the Metallurgische Gesellschaft Aktiengesellschaft, a fully owned MG subsidiary, to look after MG's industrial and technical interests. Under the abbreviation it uses for telegrams, LURGI, this enterprise has become known as a leading worldwide engineering business. The appointment of the scientists Clemens Winkler and Curt Netto to the supervisory board was clear evidence of the importance technological skills had acquired for MG.
MG developed and flourished in the generally favorable climate of the late period of the Gründerjahre--the period, beginning in 1871, of rapid industrial expansion in Germany. In the company's first ten years, its capital was raised to 6 million marks and the dividend payments were between 7 and 33 percent. From the outset MG had proved exemplary in its social provisions. For example, a pension fund was established for employees long before this became a legal obligation. The founder of MG's social policy was legendary. He founded numerous institutions, using the anonymity of the holding company, the Institut für Gemeinwohl, which were concerned with research into social questions and with providing practical assistance. The feeling that those involved in the business world generally lacked grounding in academic background knowledge in commerce, economics, and social sciences led him to found the Akademie für Sozial-und Handelswissenschaften. The University of Frankfurt would emerge from this academy, once again backed by Wilhelm Merton's strong personal and financial involvement.
Early 20th Century
By 1906, the year of its 25th anniversary, MG was a steadily growing, prosperous concern, involved in many sectors, and active internationally in trading and engineering technology, in the fields of mining and metallurgy. In the same year, Wilhelm Merton brought about the long-envisaged creation of a separate finance company and a broader financial base for the group through the founding of the Berg- und Metallbank. This was merged with the Metallurgische Gesellschaft in 1910, after it was realized that a precise division between the industrial business and its financing was creating unnecessary duplication of work and was not economically favorable to the group.
Although Wilhelm Merton is recorded in autobiographical notes as saying of MG that: "Our trading company will not be involved in any kind of advertising" and is credited with the remark that it would be far more pleasant "to be able to pursue one's business without the need of the stock exchange, the public or the press," he broke fundamentally with his principles in one important way--the publication Metallstatistik, which had appeared annually since 1892, giving an overview of metal production, consumption, and prices worldwide, made MG's name, to quote Wilhelm Merton again, "known, and I might add, respected." In general, however, Wilhelm Merton strongly objected to any interest in the firm which he considered to be excessive.
World War I hit MG hard. The good relations established abroad were broken off, imports of raw material dried up, the sister company HRM fell under the British Non-Ferrous Metals Industry Bill of November 1917, designed to eliminate enemy influence and control over the British ore and metal trade, and the deliveries of Australian ore failed to appear. This meant MG had to obtain its metal supplies from neutral countries for as long as possible and eventually to use up domestic sources or intensify their exploitation. Three aluminum works were built, in conjunction with the firm Griesheim Elektron: in Horrem, close to Cologne; in Berlin-Rummelsburg; and in Bitterfeld near Halle.
In the middle of World War I, on December 15, 1916, Wilhelm Merton died suddenly on a business trip to Berlin. His partner Hochshild had died in 1912 and Ellinger had died in the summer of 1916. This meant none of the founders were left. Wilhelm had prepared his sons to continue the businesses and Richard and Alfred took on the top management positions in MG and in Metallbank.
After the war, they were faced with three main tasks: overcoming the consequences of inflation; reestablishing ties abroad; and adjusting MG's organization to the altered circumstances. Representation abroad was cautiously and gradually reestablished, and a cooperation agreement was signed and shares exchanged with the successor to HRM, which had gone into liquidation during the war.
MG was reorganized into four and later five constituent parts between 1919 and 1922, reflecting its different areas of activity. Through the acquisition of water transport companies (Schleppschiffahrtsgesellschaft Unterweser in 1919 and Lehnkering AG in 1926); a land transport company (Kommanditgesellschaft S. Elkan & Co., Hamburg in 1922); and the founding of a land transport company, Montan Transport GmbH, MG created its own transport services. In 1928, MG and the group Berg -und Metallbank and Metallurgische Gesellschaft which had merged in 1910 were brought together with the aim of operating more efficiently. In the field of metal working, the Vereinigte Deutsche Metallwerke AG (VDM) was founded in 1930 through mergers and partnerships. MG had the majority shareholding.
In the 1920s, the company's constant efforts to reestablish contacts abroad, especially through Richard Merton's strong personal involvement, bore fruit. Together with the already mentioned exchange of shares with the British Metal Corporation is the example of the takeover by MG in 1926 of the Ore and Chemical Corporation (OCC), founded in 1923, in New York. In 1922 MG's stock was changed from registered shares to bearer shares; it was consequently registered on the Frankfurt stock exchange in 1922 and on the Berlin exchange in 1926.
After the battle against inflation had been won, MG would only have a few years to benefit from a peaceful and favorable business environment, as the world Depression and political changes would once more affect the group badly. At the time of MG's 50th anniversary, the company's 18 board members and 500 employees faced a gloomy future.
The World War II Era
After the National Socialists had seized power in 1933, MG became an object of desire for the new dictatorship, which viewed it as an important enterprise for armaments and later for war. This meant in the first instance that it became the object of Aryanization--between 1935 and 1938, eight out of the 11 directors on the board of management were dismissed from their posts for being Jewish or having Jewish connections. Alfred Merton had emigrated in 1933 for political reasons. Richard Merton, however, tried to keep his position for as long as possible. Forced to resign from his post as head of the board, he was arrested during the November pogrom and transported to a concentration camp for several weeks, but in spring 1939 managed to escape to England. Richard was automatically made a British subject as his father had retained his British nationality.
During the reign of the Merton brothers, a four-man central committee had been formed in 1932 from among the board members and invested with extended powers. Its original members were Alfred Merton; Rudolf Euler, Zachary Hochschild's son-in-law; Alfred Petersen; and Julius Sommer. In 1938 the Nationalsozialistische Deutsche Arbeiterpartei (Nazi Party) succeeded in establishing R. W. Avieny, the choice of Gauleiter (or regional Nazi administrator) Sprenger, on the board of MG. He also became a member of the central committee, together with R. Kissel and F. Traudes. The last took on the role of general manager until 1940. There was no chairman of the board of directors in this period until Avieny was elected in 1940 to this position, which he held until April 1945. The death in 1939 of the then-chairman of the supervisory board, Ernst Busemann, brought about the appointment of Carl Lüer, president of the board of trade of the Rhein-Main-Wirtschaftsraum, the regional economic council. Astonishingly, the two English members of the supervisory board, Oliver Lyttelton and Walter Gardner, still occupied their posts after World War II had begun. It was only at the sitting of the board in October 1940 that they retired from their positions.
In March 1944 the MG head office was severely damaged by bombing which killed some two dozen employees. Toward the end of the war the administrative offices and production sites were moved out of Frankfurt. After Frankfurt had been taken by U.S. troops in April 1945, the latter established their administrative headquarters in the MG complex. Almost all the leading management posts were filled by new people after the end of the war. Petersen, who had been held in detention for some time by the Nazis, took the position of chairman of the board of directors and Rudolf Euler that of chairman of the supervisory board until Richard Merton returned in 1947 from his exile in England. Merton remained chairman until his death in 1960.
Postwar Restructuring
The situation facing the company in 1945 was somewhat worse than it had been in 1918. Many of the domestic companies lay in ruins and the mining and production works beyond the Elbe had to be given up. After the war, MG's main business for a time was in rubble--Trümmer-Verwertungs-Gesellschaft, in which MG was one of three shareholders, was concerned with recovering rubble, with demolition work, and with recycling rubble--and the manufacturing of roofing felt and jam substitute based on turnips.
Denazification courts--set up by the Allied victors to dismantle all Nazi organizations and get rid of Nazis from key positions as quickly as possible--and decartelization proceedings resulted in major changes to MG's board of directors and supervisory board by 1948. Shortly before this, on the occasion of the German currency reform, MG had lowered its capital, by a ratio of ten to eight, to DM 56 million.
For the company's 75th anniversary, the American military authorities returned to MG the building which they had used as their administrative headquarters for 11 years. Under Alfred Petersen, the firm's technical adviser, the emphasis was put on consolidating and extending the group's technical capabilities. LURGI's research laboratories were expanded. The company pursued its own development program and adopted new processes and areas of work. Lurgi Paris S.A., founded in 1960, was the first branch to be established abroad.
Under the leadership of Hellmut Ley, likewise a technical expert, MG once again acquired an international presence between 1961 and 1973. Ley's name is associated with the extension of the company's smelter capacities. MG subsidiaries or affiliates involved in many of the projects included Ruhr-Zink, Datteln, and "Berzelius" Metallhütten Gesellschaft in Duisburg.
In these years of strong economic growth, MG saw its work force climb to 30,000 in 1961, expanded its business in the transport sector, and became involved in exploratory navigation. In the processing sector, piston manufacturing installations were established in South Africa and in Brazil.
The second half of the 1960s saw MG turn its attention more to publicity. Together with the Metallstatistik and the regular publication of scientific research essays in Mitteilungen aus dem Arbeitsbereich, the journal MG Information came into existence in 1966 and appeared in English for several years.
The "disorganized giant," as the Financial Times once called MG, referring to the lack of organizational and divisional structures which the rapid diversification of the group would seem to have necessitated, underwent significant changes in 1971. All MG enterprises and subsidiaries were divided into five divisions: metals processing, plant construction, chemicals, transport, and communications. A functional reorganization also took place in the three central fields of finance, staff and administration, and technology. This structure would last almost 20 years.
In the same year, MG became the first non-British company to be admitted to the London Metal Exchange. The company MG Ltd. was founded for this purpose and the company's historical connection with England was reestablished.
Karl Gustaf Ratjen Era, 1973-84
Ley died suddenly at the end of the year 1973 and with the appointment of Karl Gustaf Ratjen as chairman of the board, the group found itself with a lawyer and banker at the helm. Ratjen's decade of leadership was marked by strong growth in MG's international activities. In Germany, this period was characterized by recession. In the mining sector, the group ventured into large projects, some in distant locations, such as northern Canada, Thailand, and Papua New Guinea, where copper, lead, and zinc deposits were opened up by group companies, often in conjunction with international partners. The year 1978 saw the founding of Metallgesellschaft of Australia (Pty) Ltd., followed by Metallgesellschaft Corporation in the United States in 1978. The LURGI companies won large contracts from China and the USSR in the 1970s to build petrochemical plants.
The introduction of the codetermination law in 1978 led to the election of employee representatives to the supervisory board. W. Guth of the Deutsche Bank succeeded Hermann Richter after almost two decades as the head of this board. Guth was initially appointed for one year, and later for a further five. Between Guth's two periods in office, H. Friderichs presided for five years. Kuwait Petroleum Company became an MG shareholder in 1980-81 with a 20 percent holding.
In 1981, MG's centenary year, Ratjen defined the company's new aims as increased involvement in raw materials and an accompanying increase in trading activity, engineering services, and specialty chemicals for processing industries. MG made several divestments, including that of VDM. The closure of the Heddernheim works followed in 1982.
Dietrich Natus Era, 1984-89
Dr. Dietrich Natus, from LURGI, succeeded Ratjen as chairman of the board of directors in 1984. Directly before this, he had turned the combined LURGI operations into a private limited company, and LURGI had moved its new offices to VDM's former site. These offices became the most extensive in Germany.
During Natus's five years as chairman, the company concentrated on strengthening its productivity and financial basis. After several years of low dividend payments, MG's dividends returned to a satisfactory level. MG severed its ties with peripheral and problematic commitments and concentrated its strength on its core activities. Of particular note were the launch onto the stock exchange of motor vehicle distributor Kolbenschmidt, in which MG had a 62.5 percent holding (later reduced to 50.5 percent); the beginning of MG's cooperation with and shareholding in the Canadian mining concern Cominco; and the founding of the mining company Metall Mining Corporation in Toronto, measures that signaled recovery for the long-ailing mining division.
Heinz Schimmelbusch Era, 1989-93
In 1989 Natus passed on the chairmanship of MG to Dr. Heinz Schimmelbusch, at 44 the youngest chairman of the board in the history of the group. An economics graduate, Schimmelbusch had been in charge of the raw materials division and had distinguished himself in the previous few years as a member of the board with his innovative and creative ideas and concepts. He immediately set about giving MG a new, flexible managerial and organizational structure. Under Schimmelbusch the raw materials and technological services division concentrated its efforts on the increasingly important domain of environmental technology. Ultramodern plants--for example, a copper electrolysis plant of the Norddeutsche Affinerie and a zinc electrolysis plant for "Berzelius" in Duisburg--were built and fell under the legal emission limits. With the launch onto the stock exchange of Berzelius Umwelt-Service (BUS), MG created a company that would complete the industrial circle--BUS disposed of problematic industrial waste and recycled valuable materials back into the production circuit.
The aim and result of Schimmelbusch's reforms was an harmonious triangle consisting of plant construction, trade in raw materials, and financial services--conducting universal banking operations on behalf of clients inside and outside the group--which worked synergistically within a net that pulled together the most varied sectors of the market. This structure reduced MG's very great dependence on the prices of raw materials and shifts in exchange rates. MG's range of activity was at the same time widely diversified and closely bound together; it covered the discovery, development, and processing of ores together with the processing of the resulting concentrates and the marketing of the processes developed, including the increasingly important field of recycling methods and furthermore encompassing the finance, transport, and marketing sectors.
A constituent part of MG's entrepreneurial philosophy was to give the individual sectors independence as soon as they reach their respective targets for production volume and sales. In short, the group was being divided into separate units that also act efficiently together.
In 1990, MG employees were given the opportunity for the first time to buy staff shares in the company. Connected with this was the latest rise in the company's capital, in which the company's stock capital was increased by more than DM 100 million within two years to DM 381.74 million. In 1991, LURGI acquired Davy McKee AG, a plant-building enterprise with 600 employees, formed out of Zimmer AG and Davy Bamag GmbH.
In June 1991 MG acquired for $706 million (U.S.) the nonpaper division of Dynamit Nobel AG, whose activities included heating and materials technology and explosives and complemented the group's corresponding core activities. In connection with this, the share capital was once more raised, this time by DM 60 million to DM 441.74 million. This takeover raised the number of employees in the MG group to 52,000.
Overall, Schimmelbusch had embarked on a huge acquisitions spree, which through 1991 had cost more than $2 billion (U.S.) and had created a global conglomerate of 258 companies loosely based around environmental services and materials technology. That year, he was named manager of the year by the German magazine Manager.
MG's weaknesses in its core metals operations, however, had been exacerbated by the flood of cheap imported metals that began to flow from Eastern Europe following the end of the Cold War in 1989. MG's environmental operations that created recycled metals--on which large sums of development money had been spent--were hurt by the depressed prices before these nascent businesses had barely gotten off the ground. By 1992 these difficulties were compounded by the German economic recession.
As one way of countering these problems, Schimmelbusch entered the American oil business through MG's U.S. financial subsidiary Metallgesellschaft Corp. and its MG Refining and Marketing (MGRM) business. MGRM offered gasoline stations and other small businesses long-term (up to ten-year) contracts to buy fuel at a fixed price. In offering this unique arrangement, MGRM quickly gained two percent of the oil-products market.
1993 and Beyond
Meanwhile, MG's cash position was eroding in part because of the large debt the company had accumulated through its huge acquisitions. In February 1993 Schimmelbusch began a divestment program aiming to generate $600 million (U.S.) in cash. MG's financial picture had been further placed in jeopardy, however, by oil-futures hedging positions taken to guard against a rise in oil prices; if oil prices did rise, MGRM would be forced to pay more for the fuel it needed than it would receive from its contractees who were locked into fixed prices. This derivatives strategy was undermined when oil prices, instead of rising, fell starting in the fall of 1993. As a result, on paper at least, the losses were potentially in excess of $1 billion (U.S.). Schimmelbusch needed more cash in order to sustain this strategy until the paper losses evaporated. He sought capital from Deutsche Bank, who then discovered the mounting paper losses, leading to Schimmelbusch's ouster by MG's chairman Ronaldo H. Schmitz, who happened also to serve on Deutsche Bank's board.
Schmitz quickly pulled the plug on the derivatives strategy turning paper losses into real ones--MG subsequently posted a 1992/93 fiscal year loss of DM 1.97 billion ($1.06 billion U.S.). The company's debt then stood at $4.9 billion (U.S.).
Some derivatives experts have claimed that Schmitz and the MG board were too hasty in their abandonment of what the experts saw as a sound hedging strategy. By continuing to roll over the futures contracts until the long-term oil contracts expired, MGRM might have actually profited from its strategy&mdash′ovided it was given enough money to continue underwriting the futures contracts. Schmitz had in fact said that MG could not afford the interest payments it would have had to pay to continue the derivatives strategy. Such issues were still being debated in the press and the courts into mid-1996.
In any event, along with Schimmelbusch, four other members of MG's management board were fired by Schmitz, who brought in corporate rescuer Kajo Neukirchen to save the company from what would have been Germany's largest post-World War II bankruptcy. He did so first by quickly pulling together a $2.06 billion (U.S.) bank bailout. He then began a $1.63 billion (U.S.) cost-cutting program which included slashing 7,500 jobs and cutting inventory and materials. Neukirchen also started in 1994 to sell off noncore businesses, hoping to raise $600 million (U.S.) in the process.
MG suffered another huge loss--DM 2.63 billion--in fiscal 1993/94. By early 1996, however, Neukirchen could boast of having returned a much-smaller MG to modest profitability in fiscal 1994/95--DM 118 million in net income on revenue of DM 17.64 billion (down from the peak of DM 26.09 billion in fiscal 1992/93). Nearly all of the bailout money had by then been paid back; MG was able in mid-1995 to secure DM 1.26 billion in new credit that provided it with flexibility for future initiatives.
Having already abandoned the fixed-priced contracts that had led MG to the brink of ruin, the company completely exited the U.S. oil marketing business early in 1996. This was perhaps an important symbolic move, since MG was still dealing with numerous lawsuits relating to the derivatives fiasco (including ones filed by and against Schimmelbusch). It will likely take several more years before this chapter in MG's history is complete, at which point the future direction of the company should be clearer.
Principal Subsidiaries: Cometal SA (Spain); Compania General de Carbones S.A. (Spain); Dynamit Nobel AG; Lentjes Aktiengesellschaft; Lurgi AG; The Metal and Commodity Company Ltd (U.K.); Metallbank GmbH; Metall Capital S.A. (Spain); Metallgesellschaft Capital Corp. (U.S.A.); Metallgesellschaft China Limited; Metallgesellschaft Corp (U.S.A.); Metallgesellschaft do Brasil Ltda. (Brazil); Metallgesellschaft Far East Ltd. (Hong Kong); Metallgesellschaft (France) SA; Metallgesellschaft Handel & Beteiligungen Aktiengesellschaft; Metallgesellschaft Hong Kong Limited; Metallgesellschaft Italiana S.r.l. (Italy); Metallgesellschaft Ltd (U.K.); Metallgesellschaft of Australia (Pty) Ltd.; Metallgesellschaft (South Africa) (Pty) Ltd.; MG Chemiehandel GmbH; MG Erz- & Metallhandel GmbH; MG Metallgesellschaft AG (Switzerland); MG NE-Produkthandel GmbH; MG Refining and Marketing Inc. (U.S.A.); MG Stahl & Recycling Beteiligungen GmbH; MG Terminal Gent N.V. (Belgium); Nihon Metallgesellschaft KK (Japan); The Ore & Chemical Corporation (U.S.A.); Rheinzink GmbH; Zimmer AG.
Principal Divisions: Trade; Financial Services; Plant Engineering and Contracting; Chemicals; Building Technology.
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