Why Firms Issue Targeted Stock - Julia D'Souza* John Jacob Abstract

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Why Firms Issue Targeted Stock

                                      Julia D'Souza*
                  Johnson Graduate School of Management, Cornell University

                                           John Jacob
                      College of Business, University of Colorado at Denver

                                           August 1999

Abstract: Several diversified firms have, in recent years, issued separate stock to track different
industry segments (“targeted stock”or “tracking stock”). This paper analyzes market reactions to
announcements of proposed targeted stock issuances and investigates possible motives for this
choice of organizational structure. We find a statistically significant positive abnormal return of
3.61% within a three-day window around the announcement of proposed targeted stock
issuances. This positive reaction may be attributable to the expectation of greater availability of
information on each targeted stock segment, as well as the monitoring and motivational
advantages of linking a stock directly with an industry segment. We find a lower incidence of tax
loss carry-forwards among firms that have issued targeted stock compared to those that have
spun off segments, suggesting that tax reasons may be partially responsible for the choice of this
organizational structure. We also find that the stock returns and cash flows of targeted stock
segments are influenced more by their common corporate affiliation than by industry factors,
although industry influences are also strong.

* Corresponding author.     Mailing address: Johnson Graduate School of Management
                                                Cornell University
                                                368 Sage Hall, Ithaca, NY 14853.
                             E-mail address: jd48@cornell.edu
                             Telephone:        (607) 255-2349
                             Fax:              (607) 254-4590

We are indebted to A. Garcia, formerly with Lehman Brothers, for his assistance. We also thank
Ajeyo Banerjee, J. C. Bosch, Richard Cook, Beth Cooperman, Woody Eckard, Charles Lee and
Naomi Soderstrom for helpful comments. The insightful suggestions of an anonymous referee
greatly helped to improve this paper. Financial support from the Johnson Graduate School of
Management and the College of Business at the University of Colorado at Denver is gratefully
acknowledged.

                                                 1
1. Introduction

         This paper focuses on the issuance of “targeted”stock (stock that represents an interest in the

earnings of one division of a diversified firm). Although ownership of targeted stock entitles the

holder to the benefits of the earnings stream of a particular industry segment, the segment for which

the targeted stock is issued remains legally a part of the consolidated company. It has therefore been

conjectured that managers of conglomerates use targeted stock to obtain some of the benefits of a

spin-off (e.g., reduction in the diversification discount, increased security analyst interest) without the

attendant loss of corporate control.1

         The financial press and some academics have been critical of the use of targeted stock

(see, for instance, Strom (1994), Pulliam and Lipin (1995), and Reingold (1995)). The New York

Times quotes Professor Bruce Greenwald of Columbia University as saying, "It is absolutely the

purest form of financial engineering and it yields no benefit at all" (July 12, 1994). Proponents

however argue that issuing targeted stock has very real advantages over having a single stock for

a conglomerate or spinning off divisions.2

         Our first research objective is to present empirical evidence to shed some light on this

debate. Is the issuance of targeted stock accompanied by an increase in equity value? We find a

significantly positive market reaction of 3.61% within a three-day window around

announcements of proposed targeted stock issuances, similar to the market reaction to spin-off

1
      Target stock, targeted stock, tracking stock, letter stock and alphabet stock are some of the names that have been used
to describe stock which represent an interest in the earnings of one division of a diversified firm. To date, 14 companies have
issued 37 targeted stocks that, at one time or another, have traded in public markets. Several other companies have
announced their intention of issuing such stock. A recent example is AT&T, after its merger with TCI.
2
     For example, Brian Finn of CS First Boston asserts, "Letter Stock is not always appropriate, but given the right set
of circumstances it's a terrific structure." (WSJ, April 10, 1995) The advantages of targeted stock over spin-offs are
described in greater detail in section 3.

                                                              1
and equity carve-out announcements. The market appears to view targeted stock issuances as

value-enhancing.

         Our second research objective is to investigate whether issuance of targeted stock

achieves its ostensible aims: obtaining an independent valuation for the industry segments of a

diversified firm, and stimulating greater security analyst interest. We analyze whether the

segments represented by targeted stocks operate independently, or whether their corporate

affiliations cause their performance to track their firms more than their industry groupings. We

find that the contemporaneous correlation between the returns of two targeted stocks of the same

firm is, on average, significantly higher than the corresponding correlation between independent

stocks in the same industries. Also, the returns of a targeted stock are more highly correlated with

the returns of other targeted stocks of the same firm than with the returns of independent firms in

the same industry, even though the different targeted stocks of a firm operate in different

industries. The “firm effect”(which is likely to arise because of shared management, services and

liabilities) appears to dominate the “industry effect.”3Although the issuance of targeted stocks is an

attempt to obtain an independent valuation of diversified segments, targeted stocks of the same

firm do not appear to trade independently of each other, nor are there significant increases in

analyst coverage subsequent to issuances of targeted stock.

         Our third research question focuses on why firms that issue targeted stock opt for this

organizational structure in preference to spinning off one or more segments. We compare targeted

stock firms to spin-off firms along three dimensions: tax status, within-firm transfers, and financial

leverage.

3 We should note, however, that the industry effect is not smaller than that exhibited by other independent firms in the
same industry. On the contrary, targeted stock segments appear to track their industries more than independent firms do,
possibly because they are closer than other independent firms to being p“ ure plays”in their respective industries.

                                                           2
In contrast to targeted stock issuances, spin-offs are often taxable. We find that

significantly more spin-off firms than targeted stock firms report tax-loss carry-forwards in their

financial statements in the year prior to the organizational structure change (26.22% versus none).

Tax-loss carry forwards are likely to mitigate the adverse tax consequences of spin-offs. Our

findings suggest that tax-related issues influence the choice between spinning off units or issuing

targeted stocks.

        Issuing targeted stock enables a firm to keep different segments under the same corporate

umbrella, and might therefore be the preferred organizational choice when there are significant

inter-segment transfers. To investigate this possibility, we compare the ratio of inter-segment to

total sales for targeted stock and spin-off firms in the year prior to the organizational change. We

find no significant differences between the two samples, suggesting that it is not the desire to

maintain control over sources of intermediate products that motivates the decision to issue

targeted stock in preference to spinning off a unit.

        Spin-offs have more direct, potentially adverse consequences for bondholder wealth than

the issuance of targeted stock, since the assets of the original firm that collateralize its debt are

divided in a spin-off. Bondholders have on occasion filed suit following the announcement of a

proposed spin-off (e.g., Marriott Corp.). Financial leverage could therefore be a factor influencing

the choice of organizational structure. However, we do not find significant differences in either

the debt-to-total assets or the interest coverage ratios between the two sets of firms in the year

prior to the organizational change.

        In summary, firms appear to issue targeted stock to achieve some of the benefits of a spin-

off without the associated adverse tax consequences and loss of corporate control. Investors

perceive targeted stock issuances to be value-enhancing; we document significantly positive stock

                                                   3
price reactions around announcements of proposed issuances of such stock. However, business

segments represented by different targeted stocks of the same firm do not operate independently

of one another, nor is there evidence of greater analyst following subsequent to the organizational

change. Targeted stock issuances may nevertheless represent good news from an information

perspective because of the comprehensive financial statements that firms have to provide for each

targeted stock segment.

2. Evolution of targeted stock issuances

       The earliest use of the concept of targeted stocks was General Motor's introduction of an

independently traded stock for Electronic Data Systems, in conjunction with GM's acquisition of

EDS in 1984. EDS’s previous owner, Ross Perot, had expressed concern that the performance of

EDS managers would have little impact on undivided GM stock. The introduction of a separate

tracking stock for EDS helped convince Perot to sell the firm.4 GM used essentially the same

mechanism when it bought Hughes Aircraft in 1985. It introduced an additional targeted stock

(GMH) that tracked the performance of the new subsidiary.

       USX followed this lead by issuing targeted stock in 1991. USX had two major divisions:

U.S. Steel and Marathon Oil, which operated in widely different industries. USX management felt

that its undivided stock was undervalued by the market. When Carl Icahn bought 13% of USX's

stock, he demanded that the company spin off its steel division to enhance shareholder value. In

response, the company decided to issue targeted stock for its steel and oil divisions, instead of

spinning off the steel division. The USX targeted stock issuance differed from the letter stock

issued by GM in two respects. First, the targeted stocks provided for the relative voting rights of

the two classes of shareholders to be periodically adjusted to conform to the relative market

                                                  4
values of the two targeted stocks. GM's letter stocks had fixed voting rights which could cause

distortions if the relative market values of the stocks changed. Second, the targeted stocks

provided for proceeds to be paid to the shareholders of targeted groups in the event of a

disposition. Under equivalent circumstances, letter stock is exchanged for stock of the parent

company.5

         A number of other companies have since issued targeted stock. Pittston introduced

separate stock for its minerals and services divisions in 1993 and then split the services stock into

two targeted stocks in 1996. CMS Energy introduced a targeted stock for its Consumer Gas

subsidiary. Ralston Purina issued a targeted stock for its Continental Baking division in 1993,

before selling the division in 1995. US West and Tele-Communications Inc. both introduced

targeted stock in 1995. (US West spun-off, as MediaOne, the division represented by one of its

targeted stocks in 1998.) Georgia Pacific introduced a targeted stock for its timber division in

1997, as did Circuit City for its automobile retail unit. Sprint introduced a tracking stock for its

Sprint PCS unit in 1998.

         Several other companies, including AT&T after its merger with Tele-Communications

Inc., DuPont and Quantum Corp., have announced plans for targeted stock issuances. Ziff-Davis

and Donaldson, Lufkin & Jenrette, both of which have internet operations, have announced

targeted stock that will track their internet interests. Fletcher Challenge of New Zealand,

introduced a targeted stock for its forest division in 1992. The company issued three further

targeted stocks for its paper, building, and energy divisions in 1996.

4
      EDS was ultimately spun off entirely by General Motors in 1996.
5
      This provision was the source of conflict between GM and Class H (Hughes) shareholders when GM later wanted
to sell some of Hughes operations to Raytheon. GM wanted Class H shareholders to forego their right to convert Class
H shares into ordinary GM shares at a 20% premium over the prevailing price.

                                                          5
Several other companies have attempted but failed to issue targeted stock. In 1993, RJR

Nabisco's shareholders approved the issuance of a targeted stock for the Nabisco Food business.

However, the targeted stocks were never issued, possibly because the owners of this targeted

stock would not be insulated from tobacco litigation. Kmart, in 1994, tried to introduce a

tracking stock for its specialty stores but, in the face of shareholder opposition, had to sell the

stores instead. In August 1995, MCI announced its intention to create targeted stock to separate

its long distance business from its other investments. MCI called off its plan in September 1995,

claiming that the timing was not right.

3. Characteristics of targeted stocks

        Targeted stock is a class of a diversified company's common stock linked to the

performance of a particular business unit. A company may have two or more targeted stocks.

Targeted stock does not represent direct ownership interest in the targeted business, but rather an

ownership interest in the entire company. Holders of a targeted stock are generally entitled to

vote on matters pertaining to the entire company. The number of votes that a targeted

stockholder is entitled to may be either fixed at the time of issue of the targeted stock, or may

float with the market value of the different targeted stocks.

        The issuance of targeted stock does not entail a legal division of the company. The

businesses represented by the targeted stocks remain a part of the consolidated entity and share a

common board of directors. Although the firm's assets and liabilities are attributed to the various

targeted businesses for financial reporting purposes, legal title to the assets and responsibility for

the liabilities remain with the consolidated entity.

        Financial statements conforming to GAAP are prepared separately for each targeted

business. Earnings per share and dividends are also computed separately for each targeted group.

                                                   6
The income reported by the targeted business is the basis for the payment of dividends. Thus a

company can pay dividends to shareholders of one targeted stock and not to those of others. 6

Holders of targeted stock of a division of a company receive financial statements for that division

in addition to the financials for the company as a whole.

         The interests of the shareholders of the various targeted stocks may not always coincide.

This is particularly the case when there are sizable corporate cost allocations, or a large volume of

intra-company transactions such as goods sold or services provided by one targeted group to

another. The Board of Directors assumes the responsibility of ensuring that the various targeted

groups transact at arm’s length. Some companies that have issued targeted stock have established

a separate committee of outside directors to deal with such matters.

3.1 Targeted stocks versus equity carve-outs

         Issuance of targeted stock has some similarities to "equity carve-outs" which are initial

public offerings of subsidiary equity. Equity carve-outs are a source of cash to the parent firm

through a public sale of equity that has a claim on the subsidiary's assets alone. Usually, the

parent retains a controlling interest. The difference between an equity carve-out and an issue of

targeted stock is that, in the case of targeted stock, there is no parent-subsidiary relationship. In

addition, issuance of targeted stock usually entails no external financing, so there is no dilution of

the ownership interest of the original shareholders.

6 For instance, Circuit City paid dividends to shareholders of Circuit City Group, but not to those of CarMax Group.
Dividend payout and dividend yield ratios are generally different across different targeted stocks of the same firm. For
five of the seven firms for which there are enough observations to compare dividend yield time series across targeted
stocks, we find that these differences are statistically significant at the 0.05 level or better.

                                                            7
3.2 Targeted stocks versus spin-offs

         The issuance of targeted stock has some advantages over a spin-off as a restructuring

mechanism. It is tax-free, since targeted stock is regarded as a class of the undivided company’s

stock. A spin-off can only qualify as tax-free if it satisfies several fairly restrictive conditions. A

company can also continue to file a consolidated tax return after the issuance of targeted stock,

thereby allowing one division's losses to offset other divisions' profits.7

         Issuance of targeted stock has no adverse implications for bondholders because the

company is still legally undivided. While stockholders often prefer pure plays in a single industry,

bondholders are likely to prefer the more stable earnings stream of a diversified firm. Other things

being equal, the cost of capital for a firm issuing targeted stock is likely to be lower than for a firm

that spins off a segment.

         Finally, a common top management and shared corporate costs are likely to result in

greater cost efficiencies when firms opt for the issuance of targeted stock in preference to a spin-

off. Aron (1991) models the trade-off between the potentially improved managerial incentives

derived from a spin-off and the economies of scope that come from association with the parent

firm. The issuance of targeted stock allows a firm to benefit from both these potential

advantages.

         Several reasons have been suggested to explain why use of targeted stock has not become

more widespread. First, the ownership of targeted stock does not, in general, give the holder

ownership rights to the assets of the industry segment it represents. Voting control of the entire

7
     The CFO of U S West's Media Group estimated that issuing targeted stock, instead of doing a spin-off, was likely
to save U S West $200 million in potential taxes over a few years (Reingold (1995)). However, there is some doubt
whether targeted stock issues will continue to be tax-free. The Treasury department has proposed legislation to tax
companies on their gain if they sell targeted stock. Congress is scheduled to take up this legislation in autumn 1999.

                                                           8
company has to be obtained in order to gain control of the segment’s assets. For this reason,

targeted stocks may not benefit from the same “takeover premium”as spun-off firms. Second, it

may be possible for management to effect wealth transfers between different sets of targeted

shareholders, because it has discretion over prices for inter-segment transfers of goods and

services, interest rates for inter-segment loans, and use of the resources of one segment for the

benefit of another. 8

4. Sample and data

         Our sample consists of all firms that have issued targeted stock. We also include, in some

tests, firms that have attempted to issue targeted stock but failed to do so, and firms that have

announced their intention of issuing targeted stock in the future. We list the firms that have issued

targeted stock, along with the relevant dates, in Table 1. Table 1 also lists companies that have

announced their intention of issuing targeted stock in the future, and those that attempted, but

failed, to issue targeted stock.

         We extracted financial statement information from Standard & Poor’s Compustat database,

Compustat Industry Segment Database, and from individual annual reports. Data on stock prices

came from the Center for Research in Security Prices (CRSP) tapes and the Wall Street Journal.

We identified announcement dates of targeted stock issuances from the Wall Street Journal and

companies’8-K SEC filings. We used the IBES database of Lynch, Ryan and Jones to obtain

information on analyst coverage.

5. Research questions and empirical results

8
     For example, Greising (1998) notes that the Timber Group of Georgia Pacific is legally obligated to sell 80% of its
products to the other group at a price that matches the average price the latter pays to other suppliers. He suggests that this
price is lower than the price that the Timber Group could get from external customers.

                                                              9
5.1 Announcement period effects

         Hite and Owers (1983), Miles and Rosenfeld (1983) and Schipper and Smith (1983), find

significantly positive stock price reactions to spin-off announcements. If the issuance of targeted

stock confers some of the benefits of a spin-off on shareholders, the market should also react

favorably to announcements of proposed targeted stock issuances. We test this empirically using

an event study methodology. We identify the date on which news of each proposed targeted

stock issuance became public using the Wall Street Journal index, the corresponding full text

article, and 8-K SEC filings by the company. We discarded six data points because the

announcement of the targeted stock issuance coincided with the announcement of the acquisition

of the company for which the targeted stock was to be issued, and 11 data points because of

unavailability of data.9 This left us with a sample of 12 announcements of proposed targeted

stock issuances, representing ten different companies (listed in Appendix I).

         To ensure the robustness of our results, we used three different event study methodologies

and three event windows to estimate the market reaction to announcements of targeted stock

issuances. The three windows are one, two, and three days in length, ending with the day of the

announcement of the proposed targeted stock issuance in the Wall Street Journal.

         First, we used a traditional event study procedure described in Dodd et al. (1984) with a

200-day estimation period ending 15 days prior to the announcement of the proposed targeted

stock issuance in the Wall Street Journal. The parameters from the estimation period were then

9
      GM's issuance of targeted stock for its EDS and Hughes subsidiaries, Genzyme's issuance of targeted stock for its
Tissue Repair division, Inco's announcement of a targeted stock issue to finance its acquisition of Diamond Fields
Resources, and the issuance of targeted stock by Conectiv were discarded because they coincided with acquisition or
merger announcements. Announcement dates for proposed targeted stock issuances could not be found in the Wall
Street Journal for three companies: CMS Energy, Kmart, and MCI. For eight companies (Sprint, AT&T, Agouron
Pharmaceuticals, DuPont, Ziff-Davis, Donaldson, Lufkin & Jenrette, Quantum, and J. C. Penney), announcement dates
are too recent for Compustat or CRSP data to be available.

                                                          10
used to find the abnormal returns of each firm on each day of the event window. We find a

cumulative average abnormal return of 3.61 % (t-statistic: 3.89) for the three-day event window,

3.67% (t-statistic: 4.86) for the two-day event window, and 1.76% (t-statistic: 3.29) for the one

day event window. All these t-statistics are statistically significant at the 1% level.

        Next, we used a non-parametric event study methodology described in Corrado (1989).

The procedure involves ranking the magnitude of the abnormal return for each firm over the

estimation and event periods, and testing the significance of the rank of the abnormal return in the

event period. The Z-statistics from this test for the three-day, two-day and one-day event

windows are respectively 3.08, 3.77 and 2.73, all statistically significant at the 1% level.

        Our third methodology used a cross-sectional test described in Pilotte (1992), to allow for

possible increases in return variances during the announcement period. The t-statistics from the

this test for abnormal stock performance during the event period are 3.35 (significant at the 1%

level) for the three-day event window; 4.21 (significant at the 1% level) for the two-day event

window; and 2.42 (significant at the 5% level) for the one-day window.

        These results, which are consistent across methodologies and event windows, indicate a

favorable market reaction to news of a planned targeted stock issuance. 10The magnitude of the

cumulative average two-day abnormal stock price return (3.67%) is comparable to that

documented for spin-offs by Schipper and Smith (1983) (2.84% over a two-day window). It is

also comparable to the (approximately) 2% abnormal return reported for equity carve-outs by

Schipper and Smith (1986) and Allen and McConnell (1998). The expected potential benefits of a

10 Two recent working papers, Zuta [1999] and Billett and Mauer [1998] also document a positive market reaction to
news of proposed targeted stock issuances.

                                                        11
targeted stock issuance therefore appear to be comparable in magnitude to those of spin-offs and

equity carve-outs.11

         The significantly positive abnormal return in response to announcements of proposed

targeted stock issuances could have several causes. It is possible that a "pure play" stock in a

single industry is expected to attract greater analyst and investor interest. A firm issuing targeted

stock may also become more attractive because of the additional disclosures it will now have to

provide (specifically, separate financial statements for each targeted stock segment). The ability to

directly monitor managers of divisions represented by targeted stocks may represent another

value-enhancing feature of the new equity structure.

5.2 Do targeted stock segments operate independently?

         One of the reasons advocated for spin-offs and for the issuance of targeted stock is that

the market undervalues diversified firms. A spin-off remedies this deficiency by granting complete

independence to the industry segment. Targeted stock tries to achieve some of the same effect by

uncoupling the earnings and dividend streams of targeted segments. We investigate whether this

objective is achieved by examining whether the stock returns, earnings, cash flows and dividends

of targeted stocks track the industry to which the targeted segments belong, or whether they

instead track the firm with which the segments are affiliated. We also compare the operational

performance and valuation of segments represented by targeted stock to those of a control sample

comprising independent single-segment firms in the same industry, in an attempt to determine

11 We tested whether the magnitude of the abnormal returns at the announcement of targeted stock issuances is
significantly higher than those at spin-off announcements (Schipper and Smith (1983)) and at equity carve-out
announcements (Schipper and Smith (1986) and Allen and McConnell (1998)), by constructing the Bonferroni 90%
joint confidence intervals, described in Neter et al. (1985) around these estimates. We find that the confidence interval
from our study overlaps with those of these prior studies, implying that the abnormal returns documented here are not
significantly different from those reported in prior studies.

                                                            12
whether targeted stock segments track their industry. The sample used for these tests (listed in

Appendix II) represents all targeted stocks issued prior to 1998.

        5.2.1 Correlation between financial performance metrics of targeted stocks and

        independent firms in the same industry

        Critics of targeted stock issuance argue that targeted segments do not enjoy the

operational independence that exists between a spun-off firm and its parent. Cross-dependence is

likely to arise as a consequence of shared assets and liabilities, shared corporate services, and a

common top management. One implication of these commonalities is that the financial

performance measures of different targeted stocks of the same firm could be more positively

correlated than similar measures for independent firms in the same industry or a spun-off firm and

its parent.

        On the other hand, if the common management of the firm permits cross-subsidization

across the divisions represented by the targeted stocks, there could be a negative correlation (or a

reduction in the positive correlation) between the financial performance measures of these

segments. Decisions that could induce such a negative correlation include allocations of common

costs, transfer prices for intra-company sales, and interest rates for loans from one division to

another.

        We compare the correlation between the performance of targeted stocks of a single firm

to the corresponding correlation between the performance of independent firms operating in the

same industries. If targeted stocks of the same firm operate independently of each other, these

correlations should be similar. We examine five financial performance metrics: monthly stock

returns, daily stock returns, quarterly earnings, quarterly cash flows from operations, and

quarterly dividend yields. For each targeted stock, we identify independent companies operating

                                                  13
in the same four-digit SIC industry classification.12 For each performance metric, we compute the

contemporaneous correlation between the metric for targeted stocks of the same firm. The mean

and the median of these correlations are presented in column (1) of Table 2. For each metric, we

then compute the average correlation between independent firms in the same four-digit SIC

classification codes as each pair of targeted stocks.13 Column (2) of Table 2 presents the mean and

median values of these average correlations. If targeted stock segments of the same firm operate

as independently as do their industry-matched stand-alone counterparts, we would expect to find

no significant differences between correlations of targeted stock with each other and the

correlation of independent firms in the targeted stocks’industries with one another. We use the

paired non-parametric Wilcoxon signed-rank test to test for differences in the computed

correlations between targeted stocks of the same firm and the corresponding average correlation

between independent firms in the same industries.

         Using both monthly and daily data, we find that the correlation between stock returns of

targeted stocks of the same firm is significantly positive, as is the average of the corresponding

correlation between pairs of independent firms in the same industries as the targeted stocks. For

both measures, the positive correlation between two targeted stocks of the same firm is

significantly greater than the correlation between their industry-matched counterparts. Targeted

stocks of the same firm do not appear to trade independently of each other. Shared top

management, services, and liabilities appear to induce greater dependence in stock returns.

12 When there were more than 15 independent firms in the four-digit SIC code classification, we randomly chose 15 of
these using a random number generator. This restriction is imposed because the number of correlations to be computed
increases exponentially with the number of firms.
13 We first found all possible pairings between firms in the two SIC codes corresponding to each pair of targeted
stocks. We then averaged the performance metric correlation between all identified pairs of independent firms.

                                                         14
The correlation between contemporaneous quarterly earnings of targeted stocks of the

same firm is not statistically different from zero. In addition, the contemporaneous correlation

between the earnings of targeted stocks of the same firm is not statistically different from the

corresponding correlation for the matched independent firms. Shared corporate affiliation does

not appear to induce dependence in the earnings of different targeted stocks of the same firm.

         The contemporaneous correlation between quarterly cash flows from operations for

targeted stocks of the same firm is significantly positive, as is the corresponding correlation for

their industry-matched independent firms. The difference between the cash flow correlation for

targeted stock segments versus their industry-matched independent counterparts is significant at

the 5% level (two-tailed). Cash flows have traditionally been regarded as less subject to

manipulation than earnings. The results of this test suggest that there is greater dependence

between the cash flows of two targeted stock segments of the same firm than would have

obtained had they operated as independent firms.

         The contemporaneous correlation between the quarterly dividend yields of two targeted

stocks of the same company is not significantly different from zero, or significantly different from

the correlation between the dividend yields of their industry-matched firms. The dividend streams

of targeted stocks of the same firm, like the earnings streams, appear to be independent of one

another. 14

         The results so far indicate some significant commonalities in financial performance metrics

of targeted stocks of the same firm. In the next sub-section, we compare the strength of these

commonalities to those induced by industry effects.

14 Several of the targeted stocks and matched firms did not pay dividends throughout the sample period, so we could
not compute correlations in dividend yield for these stocks.

                                                         15
5.2.2 Strength of firm influences relative to industry influences

        The results of the tests described in section 5.2.1 indicate that there are significant

commonalities in some financial performance measures of targeted stocks of the same firm,

induced perhaps by a common senior management team, and shared assets and liabilities. To gain

insight into the relative strength of firm-induced versus industry-induced commonalities, we next

examine whether a targeted stock’s within-firm correlation exceeds its correlation with its industry.

        As in the previous set of tests, we match each targeted stock with independent firms in

the same industry. For each performance metric, we measure the contemporaneous correlation

between the performance of the targeted stock and each independent firm in the industry, and

compute the average of these correlations. Column (3) of Table 2 presents the mean and median

values of these average correlations between targeted stock segments and their industry-matched

independent firms. As mentioned earlier, Column (1) of Table 2 shows mean and median

contemporaneous correlations between performance metrics for targeted stocks of the same firm.

The statistical significance of differences between the within-firm and within-industry correlations

is tested using the non-parametric Mann-Whitney U-Test.

        The contemporaneous correlations of the monthly stock returns, daily stock returns,

quarterly earnings, quarterly cash flows from operations, and quarterly dividend yields of targeted

stock segments with the corresponding variables for the industry-matched independent firms

[column 3] are all significantly positive, indicating significant industry effects for these metrics.

        For both the monthly and the daily stock returns, the contemporaneous correlation

between two targeted stocks of the same firm is significantly more positive than the

corresponding average correlation between the targeted stock and its industry-matched

independent firms. Firm-level commonalities appear to be stronger than industry influences. A

                                                   16
similar result is evidenced for quarterly cash flows from operations; firm effects dominate industry

effects. For quarterly earnings and dividend yields, however, the correlations between targeted

stocks and independent industry-matched firms are not statistically different from those between

targeted stocks of the same firm.

       Thus, for three of the five measures examined (monthly stock returns, daily stock returns,

and quarterly cash flows from operations), the firm effect induced by targeted stocks operating

under the same corporate umbrella dominates industry commonalities. For none of the measures is

the industry effect significantly stronger than the firm effect. Targeted stocks appear to track the

firm more than the industry.

       Next, we examine whether the correlation of the performance metrics of each targeted

stock with corresponding industry measures is lower than that exhibited by independent firms in

the same industry. For each metric, we compute the average industry correlation as the mean of

the corresponding correlation between all possible pairs of independent firms in the industry. The

mean and median of these average correlations for the five financial measures are presented in

column (4) of Table 2. We compare these correlations with those between the targeted stock

and independent firms in the industry. We test for the statistical significance of differences

between these two sets of correlations using the Wilcoxon signed-rank test. For both daily and

monthly stock returns, we find that the average correlation of the targeted stock with independent

firms in their industries is higher than the average correlation between the stock returns of the

independent firms themselves. We conjecture that this could be a result of a targeted stock being

closer to a “pure play”in an industry than independent firms in the same SIC classification, because

independent firms could have significant involvements in other industries. There are no

statistically significant differences between columns (3) and (4) in Table 2 for quarterly earnings,

                                                  17
quarterly cash flows from operations, or quarterly dividend yields. 15 There is therefore no

evidence that the targeted stock structure causes the industry segments that these targeted stocks

represent to be less correlated with their industry than they would otherwise be. On the contrary,

targeted stock segments appear to track their respective industries more closely than other

independent firms do.

         5.2.3 Differences in selected financial ratios between targeted stock segments

         and stand-alone firms in the same industries

         For all years subsequent to the issuance of targeted stock, we compare ratios that measure

operational performance (return on assets and return on equity); stock performance (market

return); financial soundness (debt to total assets and interest coverage); market valuation (price

to earnings and market to book); and dividend policy (dividend payout and dividend yield) across

the targeted stock segments and the control sample of independent firms in the same industries.

         We compare targeted stock segments to all independent single-segment firms in the same

industry, using the four-digit SIC code to define industry when there are at least five independent

firms within a classification. If this criterion is not met, we use the three-digit SIC code (and in a

few cases the two-digit SIC code) to define industry affiliation. For each industry and year, we

compute the median of each financial ratio for all single-segment independent firms in that

industry. The first column of Table 3 reports the median ratio differences, across the time period

1989 to 1997, between the targeted stock segments and independent single-segment firms in the

same industry. Since each targeted stock segment is represented in the sample in multiple years,

these observations are not strictly independent. For comparison with a sample where the

15 When we test for differences across all performance metrics jointly, we find that the correlation between the
performance of a targeted stock and that of its industry is significantly higher than the corresponding correlation for
independent firms.

                                                            18
observations are independent, the second column of Table 3 reports results for a single year,

1996, the year with the highest number of observations. Each targeted stock segment is

represented once, at most, in this sample.

        The most striking difference between targeted stock segments and their comparison firms

is in the dividend payout and dividend yield ratios. Targeted stock segments paid out 12% more

of their earnings in the form of dividends than did comparison firms. This difference is significant

at the 1% level in both the 1996 and the overall samples. Similarly, the dividend yield of target

stocks is 1.3% higher than that of independent single-segment firms in the industry. We

conjecture that the stability that comes from being associated with a diversified firm may allow

these firms to pay out a greater proportion of earnings in the form of dividends. It is also possible

that these firms pay higher dividends to signal to skeptical market participants that their rather

controversial equity structure is viable.

        Although targeted stock segments appear to reinvest relatively lower proportions of

earnings, they are not characterized by higher levels of external financing via debt than their

independent counterparts. However, ratios involving assets or liabilities have to be interpreted

with caution for targeted stock segments. Although assets and liabilities are assigned to each

targeted stock segment for financial reporting purposes, the corporate entity retains legal title to

all assets, and bears legal responsibility for all liabilities.

        The return on equity of targeted stock segments is on average significantly higher than

that of single-segment firms in the same industry. It should be noted, however, that higher

dividend payments reduce the book value of shareholder equity, biasing the return on equity

upward for targeted stock segments relative to their independent counterparts, all other factors

being equal.

                                                      19
None of the other ratios analyzed differs consistently between targeted stock segments and

their comparison firms across columns 1 and 2 of Table 3. Interestingly, the price-to- earnings

ratio of targeted stock segments is not significantly lower than that of independent firms in the

same industry. Thus there is no evidence that the earnings of targeted stock segments are

undervalued relative to those of their independent single-industry peers.

5.3. Targeted stock issuances and changes in analyst following

       It has been suggested that conglomerate firms may be undervalued because security

analysts find it difficult to value firms that cross industry lines. For instance, Bhushan (1989)

documents that an increase in the number of business segments within a company is accompanied

by a drop in analyst following. Analysts generally specialize in one industry, developing industry-

specific expertise. This expertise becomes less of a competitive advantage when an analyst follows

diversified firms. Forecasting earnings and stock prices also becomes more complex, because

forecasts for various divisions have to be aggregated. The issuance of targeted stock has the

potential to alleviate this problem by providing pure plays in single industries. If analysts avoid

stocks of diversified firms because of the complexity introduced by conglomeration, then there

should be an increase in analyst following after the issuance of targeted stock.

       We test this empirically by comparing analyst followings before and after the issuance of

targeted stock, using the Lynch, Ryan and Jones’IBES database of analyst forecasts. We define

analyst following before the issuance of targeted stock as the number of analysts who issued at

least one forecast of earnings for the company during the year. Analyst following after a targeted

stock issuance is defined as the number of analysts who issued earnings forecasts for at least one

of the targeted stock segments. We again exclude companies whose targeted stock was issued to

                                                  20
facilitate mergers and acquisitions. We are also forced to exclude instances where the targeted

stock was issued after 1995 because of lack of forecast data availability.

        Table 4 compares analyst following for the years before and after targeted stock issuances.

After the issuance of targeted stock, we report (in the first row) the number of different analysts

who issued forecasts for at least one of the targeted stock segments of the company, and also (in

the following rows) the number of analysts who issue forecasts for each of the targeted stock

segments. It is evident that there is a significant overlap in the analysts who follow the targeted

stocks of a company. An analyst who follows one targeted stock of a company also generally

follows any others.

        When we investigate changes in analyst following before and after the issuance of targeted

stock, we find that both the sign test and the Wilcoxon signed-rank test indicate no statistically

significant change in analyst following. In other words, the issuance of targeted stock does not

appear to generate an immediate increase in analyst interest. Because all but two issuances of

targeted stocks occurred in the mid-1990s, however, we are not able to examine analyst following

beyond the first year after the issuance. It is possible that analyst following increases in subsequent

years. In addition, because we compute analyst following solely from the IBES database, we do

not pick up analysts who work for brokerage houses that do not supply forecasts to IBES. This

may lead to understatement of analyst following, but we do not believe that it systematically

biases our test.

        An analyst’s valuation task is likely to be facilitated by the comprehensive financial

statements that firms have to provide for each targeted stock segment. If the market assigns a

lower valuation to firms that cross industry boundaries because of the increased risk resulting

                                                  21
from the paucity of information, the issuance of targeted stocks may still be viewed as good news

from an information perspective, despite no change in analyst following.

5.4 Targeted stocks versus spin-offs

         For insight into the motivations of firms that issue targeted stock, we compare them to a

sample of firms that undertook spin-offs in the same period. Since the firms that issued targeted

stocks presumably considered and rejected the option of spinning-off the targeted stock segment,

we look for systematic differences between firms that issued target stock and those that

undertook spin-offs. We identified a sample of 64 firms that undertook spin-offs in the period

1990-1997, the period during which most of the targeted stocks were issued. 16 We then

compared the firms in the two samples along several dimensions in the year prior to the

organizational change. Table 5 presents the result of these analyses.

         A significantly higher proportion of spin-off firms reported tax-loss carry-forwards in the

notes to their financial statements (26% versus 0% for targeted stock firms). Tax-loss carry-

forwards are likely to mitigate the adverse tax consequences of a spin-off. The finding that firms

in the two samples differ significantly along this dimension lends credence to the anecdotal

evidence that several of the firms that issued targeted stock instead of spinning off the segment

did so for tax reasons.

         It is also possible that firms with a significant proportion of inter-segment transactions

may be more inclined to issue targeted stock rather than spinning off a segment, in order to retain

all segments under the same corporate umbrella. However, we do not find that the inter-segment

to total sales ratio of firms issuing targeted stocks is higher than the corresponding ratio for spin-

16
   The sample of spin-offs is identified from CRSP using the distribution code for spin-offs. The targeted stock sample
consists of all firms that issued targeted stocks prior to 1998, except for Fletcher Challenge (Compustat data for this firm
are not available for the year prior to the organizational change).

                                                            22
off firms. The desire to maintain control over sources of intermediate products thus does not

appear to be a major factor in the decision not to spin-off segments.

         We also investigate whether, prior to the organizational change, the financial leverage of

spin-off firms is systematically different from that of firms that issue targeted stock, given that the

two organizational structures have different implications for bondholder risk. We do not find

significant differences in either the debt-to-total assets or the interest coverage ratios across the

two sets of firms in the year preceding the organizational change. Nor do indicators of

profitability or future growth prospects differ significantly across the two sets of firms.17

6. Summary and conclusions

         Targeted stocks represent a single-industry segment of a diversified firm. Holders of a

targeted stock are entitled to benefits from the stream of earnings of the targeted business, but the

business segment remains legally a part of the parent company. Proponents of targeted stock view

it as a means to mitigate the diversification discount that may otherwise penalize firms operating

in multiple industries.

         This paper focuses on three research questions. First, does the market view the issuance of

targeted stock as value-enhancing? Second, do targeted stock issuances serve to obtain more

independent performance and valuation of targeted segments? And third, are there systematic

differences between firms that issue targeted stocks to track different units and those that opt to

spin off units?

         We first investigate whether targeted stock issuances are viewed by the market as mere

cosmetic changes, or whether they are accompanied by an increase in equity value similar to that

17 The high mean of the price-to-earnings ratio for the targeted stock sample is primarily due to one firm with a price-
to-earnings ratio of 241.7.

                                                           23
documented for spin-offs. We find a significantly positive market reaction at the time of

announcement of targeted stock issuances. This suggests that investors expect the organizational

change to provide information advantages, to result in better monitoring or motivation for

divisional managers, or to reduce suboptimal divisional cross-subsidization.

       On the second question, we examine whether targeted stock segments of the same firm

operate and trade independently, or whether their common corporate affiliation induces

dependence. We find that the stock returns of targeted stocks of the same firm are more positively

correlated than those of industry-matched independent firms. Targeted stocks of the same firm do

not appear to trade independently. We find that both stock returns and cash flows from operations

of targeted stock segments seem to track their firm more than their industry. There is no evidence

of increased analyst following after targeted stock issuances. However, the valuation task may be

facilitated by the comprehensive financial statements that firms are required to disclose for each

targeted stock segment.

       Finally, why might targeted stock might be the preferred organizational form in some

instances? Are there systematic differences between targeted stock firms and spin-off firms prior

to the organizational change? We find that firms that issued targeted stock are more likely to have

tax-loss carry-forwards that could alleviate the adverse tax consequences of a spin-off. There is

no evidence that targeted stock firms are characterized by a higher proportion of inter-segment

transactions, a characteristic that might predispose firms to retain segments under the same

corporate umbrella.

       We conclude that firms issue targeted stock in an attempt to achieve some of the benefits

of a spin-off without the adverse tax consequences and loss of corporate control. The market

appears to regard the issuance of targeted stock as good news. The increase in value could stem

                                                 24
from the availability of more detailed information on each targeted stock segment, as well as from

the monitoring and motivational advantages of having a stock directly linked with an industry

segment. However, targeted stocks of the same firm do not trade independently of each other.

Firm-level commonalities appear to dominate industry-related effects.

                                                25
References

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Aron, D., 1991, Using the Capital Market as a Monitor: Corporate Spinoffs in an Agency
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Berger P. G., and E. Ofek, 1996, Bustup Takeovers of Value-Destroying Diversified Firms,
       Journal of Finance 51, no. 4, 1175-1200.

Bhushan, R., 1989, Firm Characteristics and Analyst Following, Journal of Accounting and
      Economics 11, 255-274.

Billett, M., and D. Mauer, 1998, Diversification and the value of internal capital markets,
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Comment, R., and G.A. Jarrell, 1995, Corporate Focus and Stock Returns, Journal of Financial
     Economics 37, 67-87.

Corrado, C. J., 1989, A Nonparametric Test for Abnormal Security-Price Performance in Event
      Studies, Journal of Financial Economics 23, 385-395.

Dodd, P., N. Dopuch, R. Holthausen and R. Leftwich, 1984, Qualified Opinions and Stock
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Greising, D., 1998, This Spin-off is Asking for Too Much Trust, Businessweek, February 9, 106.

Hite, G. L., and J.E. Owers, 1983, Security Price Reactions around Corporate Spin-off
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Lang, L. H. P. and R. M. Stulz, 1994, Tobin's q, Corporate Diversification, and Firm
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Miles, J. A. and J. D. Rosenfeld, 1983, The Effect of Voluntary Spin-off Announcements on
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Pilotte, E., 1992, Growth Opportunities and the Stock Price Response to New Financing, Journal
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                                                26
April 11.

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                                                27
Table I
           Panel A: Companies that have Issued or Announced Issuance of Targeted Stock

Company                                  Targeted Stock             Date of Issue

General Motors                 Automotive                           October 19, 1984
                               EDS1                                 October 19, 1984
                               Hughes                               November 18, 1985
USX                            Steel Group                          April 15, 1991
                               Marathon Group                       April 15, 1991
                               Delhi Group                          September 25, 1992
Ralston Purina                 Ralston Purina Group                 June 17, 1993
                               Continental Baking2                  June 17, 1993
Pittston Company               Minerals                             July 6,1993
                               Services3                            July 6, 1993
                               Brinks                               January 31, 1996
                               Burlington                           January 31, 1996
Fletcher Challenge             Forests Division                     December 12, 1993
                               Ordinary Division4                   December 12, 1993
                               Paper Division                       March 25, 1996
                               Building Division                    March 25, 1996
                               Energy Division                      March 25, 1996
Seagull Energy                 Enstar Alaska                        Approved June 1994; not
                               Seagull Energy                       issued yet
Genzyme Corp.                  Tissue Repair                        December 16,1994
                               General Division                     December 16,1994
                               Molecular Oncology Division          November 17, 1998
CMS Energy                     Consumers Gas                        July 21, 1995
                               CMS Energy                           July 21, 1995
Tele-Communications Inc.       TCI Group                            August 11, 1995
                               Liberty Media                        August 11, 1995
                               Venture Group                        September 17, 1997
US West                        Communications Group                 November 1, 1995
                               MediaVision Group5                   November 1, 1995
INCO, Ltd.                     INCO Ltd. Common Shares              September 9, 1996
                               INCO Ltd. Class VBN Shares            September 9, 1996
Conectiv                       Conectiv Common Stock                March 3, 1998
                               Conectiv Class A Common Stock        March 3, 1998
Georgia Pacific                Georgia Pacific Group                December 17, 1997
                               Timber Group                         December 17, 1997
Circuit City Stores            Circuit City Group                   February 4, 1997
                               CarMax Group                         February 4, 1997
Sprint Corp.                   Sprint Group                         November 24, 1998

                                               28
Sprint PCS Group                      November 24, 1998
       6
AT&T                           Business Group                        Announced June 24 1998; not
                               Consumer Group                        issued yet

                               Liberty Media Group
Agouron Pharmaceuticals Inc.   Agouron Division                      Announced August 1998; not
                               Oncology Division                     issued following merger with
                                                                     Warner Lambert.
Dupont Corp.                   Dupont Group                          Announced March 10, 1999;
                               Life Sciences Division                not issued yet.
Ziff-Davis                     ZDNet Stock                           Announced March 9, 1999;
                               ZD Stock                              not issued yet.
Donaldson, Lufkin & Jenrette   DLJ Stock                             Announced March 17, 1999;
                               DLJdirect Stock                       not issued yet.
Quantum Corp.                  DSSG Stock                            Announced March 26, 1999;
                               HDDG Stock                            not issued yet.
J. C. Penney Co.               J. C. Penney Group                    Announced May 19, 1999;
                               Eckerd Drugstore Group                not issued yet.

               Panel B:Companies that Attempted to Issue Targeted Stock but Failed7

Company                        Targeted Stock                Relevant Date
RJR Nabisco                    Nabisco                       Withdrawn June 23, 1993
Kmart                          Specialty stores              Withdrawn June 3, 1994
MCI                            Long distance services        Withdrawn August 2, 1995

                                                29
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