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Analysts: Both Sides are Winners in Derivatives Settlement

May 9, 1996

NEW YORK (AP) _ Who won the Procter & Gamble-Bankers Trust derivatives brawl? Analysts said that by avoiding a trial, both sides averted a potential public disaster.

``I really think that both sides benefited from getting this thing behind them,″ said Raphael Soifer, a banking analyst at the Brown Brothers Harriman brokerage firm in New York.

Procter & Gamble sued Bankers Trust for $195 million for losses it said it suffered on a derivatives contract sold to it by Bankers Trust. P&G said it was not made aware of the risks attached to the investment. Bankers Trust disputed that point and said P&G owed it money for the investment which it had never paid.

The key advantage to both parties, Soifer said, was that they avoided a trial, scheduled for May 20, that could have been deeply embarrassing to both parties.

The federal court had tapes of Bankers Trust brokers referring to the ``rip-off factor″ in derivatives investments. And P&G officials, for their own part, would not have emerged from a trial ``looking like the world’s smartest traders,″ Soifer said.

Soifer said P&G could be considered to have won because, although it ends up paying Bankers Trust some money, the payment is a small percentage of Bankers Trust’s counterclaim for investment fees.

Bankers Trust paid Gibson Greetings, for example, about 30 percent to settle a similar claim, while P&G is paying Bankers Trust less than 25 percent, depending on how the settlement is calculated.

Although they reached a deal in court, the two companies put different public spins on the terms of the settlement.

Bankers Trust said P&G would pay it $35 million cash and turn over to the bank a second $14 million derivatives investment.

P&G, the Cincinnati-based consumer products manufacturer, said it agreed to absorb $35 million of the disputed amount and that Bankers Trust will absorb the rest, which P&G described as 83 percent of the total.

P&G said the $14 million in securities that Bankers Trust would receive involved a second derivatives transaction that was not part of P&G’s lawsuit.

As a result of the settlement, P&G will not need to tap all of a $155 million reserve set up in the event it lost its claims. That means it has the option of reclassifying $120 million as income, according to several analysts.

Bankers Trust was vindicated on some points by U.S. District Judge John Feikens in Cincinnati, who was hearing the case. Prior to the settlement, Feikens said the bank had no fiduciary responsibility to P&G in the case and was instead a counter-party to a trade.

The judge ruled against P&G’s claims that the bank was negligent, holding instead that both were sophisticated enough to deal with each other on a business level. And he dismissed P&G’s claims that Bankers Trust had violated securities and commodities-trading laws.

``The judge’s ruling helped to clarify some of the legal issues that had been overhanging the over-the-counter derivatives business in the U.S.,″ Soifer said. ``It is a green light not only for BT, but for the whole derivatives industry.″

The pact closes a string of lawsuits by Bankers Trust clients tied to derivatives investments.

Saul Ludwig, a P&G analyst at McDonald & Co. in Cleveland, said the suit had not changed his investment opinion on P&G’s stock, nor had the settlement done so. Ludwig said he rates P&G as a stock to hold, rather than to buy or sell, because of the company’s fundamental soundness.

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