The Marmon Group, Inc.

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The Marmon Group, Inc.

225 West Washington Street
Chicago, Illinois 60606-3418
U.S.A.

Telephone: (312) 372-9500
Fax: (312) 845-5305
Web site: http://www.marmon.com

Private Company
Incorporated: 1953 as The Colson Company
Employees: 22,000
Sales: $6 billion (2004)
NAIC: 315211 Men's and Boys' Cut and Sew Apparel Contractors; 316999 All Other Leather Good Manufacturing; 331421 Copper Rolling, Drawing, and Extruding; 331316 Aluminum Extruded Product Manufacturing; 332611 Spring (Heavy Gauge) Manufacturing; 332722 Bolt, Nut, Screw, Rivet, and Washer Manufacturing; 332913 Plumbing Fixture Fitting and Trim Manufacturing; 332919 Other Metal Valve and Pipe Fitting Manufacturing; 333111 Farm Machinery and Equipment Manufacturing; 334412 Bare Printed Circuit Board Manufacturing; 336510 Railroad Rolling Stock Manufacturing; 339112 Surgical and Medical Instrument Manufacturing; 421510 Metals Service Centers and Offices; 532411 Commercial Air, Rail, and Water Transportation Equipment Rental and Leasing; 532490 Other Commercial and Industrial Machinery and Equipment Rental and Leasing; 551112 Offices of Other Holding Companies

The Marmon Group, Inc., one of the largest privately owned organizations in the United States, is in essence a holding company for more than 100 autonomously operated manufacturing and service companies, many of which are leaders in their respective industries. A small central office in Chicago (with about 70 employees) manages and invests the financial resources of member companies, and aids and advises them on accounting, legal, tax, finance, personnel, and other matters.

Marmon companies consistently achieve high returns from low-technology, low-glamour industries. Marmon has repeatedly bought and turned around troubled "smokestack" companies. With about 300 facilities in 20 countries, the Marmon Group today earns about half of its revenues from service companies and about half from manufacturers. The major sectors represented by Marmon companies are agricultural, industrial, and medical equipment; automotive equipment; building and commercial products; consumer and health care products; industrial materials and components; marketing, finance, and information services; mining equipment; railway equipment; and water treatment products. The Marmon Group has been built up and managed by members of the Pritzker family, which was dividing its holdings among eleven heirs.

Origins

Marmon's history as a corporate entity dates from 1953, but the Pritzker family, who built and control the massive conglomerate, has been active significantly longer. In the late 19th century, the Pritzkers immigrated to the United States from the Ukraine. Patriarch Nicholas Pritzker led them to Chicago, and in 1902 he founded Pritzker & Pritzker, the law firm that was to evolve into a management company and the center of the Pritzkers' many and varied investments.

Pritzker & Pritzker grew, and by the late 1920s it had become a respected local firm. At that time, the Pritzkers' best client was Goldblatt Brothers, the low-priced Chicago department store chain. Through the Goldblatts, Abram (A. N.) Pritzker, Nicholas Pritzker's son, met Walter M. Heymann, then a leading Chicago commercial banker and an officer at the First National Bank of Chicago. In succeeding years, A.N. Pritzker and Walter Heymann became business associates, and the powerful First National Bank of Chicago became the financial cornerstone of the Pritzker family empire.

Using a line of credit from the First National Bank, A.N. Pritzker began acquiring real estate, something he already knew about from Pritzker & Pritzker's concentration on real estate reorganization. As his and the family's investments grew, the law practice shrank, and in 1940 Pritzker & Pritzker stopped accepting outside clients, concentrating solely on Pritzker family investments. At the same time, A.N. Pritzker initiated the family practice of sheltering his holdings within a dizzying array of interrelated family trusts.

The story of Marmon, however, begins with the generation of Pritzkers following that of A.N. Pritzker. By the early 1950s, Pritzker's oldest son, Jay, had become active in the family business. Something of a prodigy, Jay Pritzker had graduated high school at the age of 14. He finished college soon thereafter and then took a law degree from Northwestern University. During World War II, he worked first as a flight instructor and later for the U.S. government agency that managed German-owned companies. In that position, he sat on corporate boards with men many years his senior. An accomplished deal-maker, even in his earliest years, Jay would later become well known for his quickness at sizing up balance sheets and offering deals.

While Pritzker was beginning his career as a deal-maker, his younger brother Robert Pritzker was finishing advanced training in industrial engineering at the Illinois Institute of Technology in Chicago. Robert Pritzker, A.N.'s second son, was the family's only engineer. Beginning in the 1950s, his interest in industrial processes, both theoretical and practical, led the family into manufacturing and later enabled him to turn around a staggering array of troubled companies.

The relationship between Jay Pritzker, the lawyer/dealmaker, and Robert Pritzker, the engineer/manager, became the basis for the continuing operations of The Marmon Group. (Their youngest brother, Donald Pritzker, would later become the force behind Hyatt Hotels before dying suddenly at the age of 39 in 1972.) Jay would buy troubled companies, usually for less than 80 percent of their book value, then Robert would nurse the companies back to health, finding their real profit-making potentials and with Jay's help exploiting any tax advantages a company's previous losses might produce.

Early Activities: 1950s–60s

Jay and Robert Pritzker's first venture was the acquisition of Colson Company in 1953. Colson, a money-loser, was a small, $8 million in sales, manufacturer of casters, bicycles, navy rockets, and wheelchairs. In Colson, Jay Pritzker saw a company that had some profit-making potential but whose assets could nevertheless be liquidated at a price higher than what the family had paid for it.

After Jay completed the deal, Robert Pritzker went to Ohio and took over the running of Colson. He began by eliminating unprofitable lines. Bicycles went first. He knew he could not compete with cheaper European bikes, so he dropped them. To improve production of U.S. Navy rockets, Pritzker instituted modern statistical quality controls. Cost-cutting steps paid for most of Colson. When the program ended, he discontinued military production. This left him with casters and wheelchairs, products he was able to promote and sell successfully.

Over the next several years, the Pritzkers acquired several more manufactures of small metal products. Chief among these was the L.A. Darling Company of Bronson, Michigan, a maker of merchandising display equipment and retail fixtures; it also operated a plastics division and a foundry division. To achieve economies of scale, the Pritzkers combined and affiliated their new companies with Colson and, in a typically adept financial move, made Colson a subsidiary of L.A. Darling.

It was not until ten years after acquiring Colson that the Pritzker brothers made their next major acquisition. In 1963, the Pritzkers acquired the Marmon-Herrington Company, successor to the Marmon Motor Car Company. According to the manner in which Jay Pritzker structured the deal, the L.A. Darling Company, which was headed by Robert Pritzker, paid approximately $2.7 million for 260,000 shares of Marmon-Herrington's 580,000 outstanding shares of stock. This acquisition gave the Pritzkers's industrial holdings their permanent name, The Marmon Group. Marmon discontinued the company's production of heavy-duty tractors, transit vehicles, and bus chassis. The most significant addition to the Pritzker holdings was the Long-Airdox Company, a division of Marmon-Herrington that added a broad range of coal mining equipment to Darling's display equipment and fixtures, along with foundry operations, as well as augmenting Colson's caster business with institutional housekeeping trucks and hospital equipment. The acquisition was also indicative of the complex, interlocking ways that the Pritzkers owned their companies. Sales grew quickly, and in 1965 Marmon topped $51.8 million in total revenues.

In 1966, Marmon merged with publicly held Fenestra Incorporated, a maker of architectural steel doors and leaf springs for trucks. As the deal was structured as a stock swap, Marmon itself became a public company, The Marmon Group, Inc., and for the first time, the Pritzkers' industrial empire was exposed to the scrutiny of shareholders.

Shy of the public eye and jealous of their controlling interest, the Pritzkers soon moved to take greater control of The Marmon Group. In a complicated stock transaction of October 1967, Jay Pritzker had Fenestra, which was technically controlled by a subsidiary of The Marmon Group, Inc., acquire both The Marmon Group, Inc. and Boykin Enterprises, another newly acquired Pritzker company, which produced and exported agricultural equipment. At the end of the deal, the Pritzkers owned more than 84.3 percent of the voting stock of Fenestra and had changed Fenestra's name to The Marmon Group, Inc.

In 1968, Marmon acquired Triangle Auto Springs Company, a manufacturer of flat-leaf truck springs for the replacement market. Triangle's line of springs fit in well with the products Marmon was already making at Fenestra's Detroit Steel Products subsidiary.

Company Perspectives:

The member companies of The Marmon Group operate independently under their own management. Through service agreements with each member company, a small professional organization in Chicago, Illinois—The Marmon Group, Inc.—provides consulting and administrative services, including tax and accounting services, legal counsel and management consulting, to member companies of The Marmon Group.

In 1969, Marmon further consolidated its role in the parts replacement business by buying Lowell Bearing Company, a distributor of replacement parts to truck, bus, and trolley fleets in the United States and around the world. The same year, the L.A. Darling plant was moved from Michigan to Paragould, Arkansas. Also in 1969, the company acquired the rights to the Universal Track Machine, a machine that Marmon had previously manufactured under contract. It performed mechanized maintenance on the nation's railroad tracks and railroad rights-of-way. Rising labor costs had made this robotic maintenance device a highly desirable product.

By the end of 1969, Marmon had become a diversified industrial company supplying low-tech goods in noncompetitive fields not vulnerable to changes in consumer tastes. About 39 percent of sales derived from automotive replacement parts, with another 30 percent coming from building materials, hardware, and retail fixtures, much of which was sold by the L.A. Darling Fixture division. Mining equipment supplied by Long-Airdox and Pickrose & Co., of England, accounted for 25 percent of sales, and agricultural, irrigation, and animal husbandry equipment by Jamesway Company Limited, later Jamesway Incubator Corporation, of Canada, and the AMISA export arm accounted for the remaining 6 percent of sales.

Acquisition of Cerro Corporation in the 1970s

The year 1970 was a time of internal investment and growth for Marmon. Sales climbed from $77 million to $87 million. Triangle Auto Springs and Jamesway each made additions to its physical plant. The Darling Store Fixtures division was in the process of building a new plant in Corning, Arkansas. New plant equipment was bought for Fenestra, Detroit Steel Products, and Darling. Finally, in December of 1970, Marmon paid $6 million for Keystone Pipe and Supply Company, a nationwide supplier of pipes and tubes based in Butler, Pennsylvania. In succeeding years, Great Lakes Corporation, which was owned by Marmon Holdings, which was itself owned by the Pritzkers, bought up outstanding shares and converted preferred stock to voting stock. In 1970, sales topped $100 million, and by 1971 The Marmon Group was again private.

Marmon's largest and most successful acquisition of the 1970s was Cerro Corporation, with $800 million in sales, a company that the Pritzkers gradually acquired between 1973 and 1976. Cerro's operations included mining, manufacturing, trucking, and real estate. Like many Marmon acquisitions, the Cerro deal was financed through the First National Bank of Chicago. The relationship between the Pritzkers and First Chicago had remained strong since their initial contacts in the late 1920s.

Cerro was a typical acquisition, albeit a much larger one than those it had made previously. It was rich in assets and selling at far below book value. In fact, Cerro was atypical only in that it was publicly held and that the Pritzkers ousted the current management and installed Jay Pritzker as chief executive officer and Robert Pritzker as president.

Soon after taking a controlling interest in Cerro, Robert Pritzker began commuting to Cerro's New York headquarters, where he oversaw its industrial processes and worked at freeing up the somewhat tense corporate culture. Robert Pritzker told the Wall Street Journal for March 27, 1975 that "Cerro is one of those typical, highly structured big companies. . . . We think that loosening it up will make people there feel better and perform better, too." By 1977, Marmon had the Cerro acquisition under control. It sold Cerro's trucking subsidiary, ICX, for $22.6 million, and it was also dealing with Cerro's troubled Florida real estate venture, Leadership Housing Incorporated.

During the same period in which Marmon was acquiring Cerro, it bought the Hammond Corporation. Completed in 1977, the acquisition of the organ manufacturer was neither as successful nor as canny as the Cerro acquisition had been. The Pritzkers bought Hammond just as a recession struck and the decline in the economy caused a slump in organ sales. The one bright spot of the deal was Hammond's work gloves subsidiary, Wells Lamont. Using these facilities as a basis, Marmon has gone on to become a leading manufacturer of gloves and other apparel items.

In 1978, Marmon paid $27.3 million for American Safety Equipment Corporation, a maker of seat-belt systems for cars and aircraft, with $48.1 million in sales and owner of Kangol Limited, a British headwear manufacturer. Also in 1978, Marmon divested itself of Leadership Housing by distributing as dividends its investments in the company.

Key Dates:

1953:: Pritzker family begins acquiring metal goods manufacturers, starting with the Colson Company.
1960:: L.A. Darling Company and Midwest Foundry Company are acquired.
1963:: Marmon-Herrington Company, a maker of heavy vehicles, is acquired for $2.7 million.
1966:: Marmon merges with Fenestra Incorporated, a publicly held maker of steel doors and springs.
1967:: Fenestra is renamed The Marmon Group, Inc.
1968:: Triangle Auto Springs Company is acquired.
1969:: Lowell Bearing Company is acquired.
1970:: Revenues exceed $100 million.
1973:: Marmon begins acquisition of Cerro Corporation conglomerate.
1977:: Organ manufacturer Hammond Corporation and subsidiary Wells Lamont (work gloves) acquired.
1978:: Seat-belt manufacturer American Safety Equipment Corporation is bought for $27 million.
1980:: Revenues approach $2 billion.
1981:: The $1 billion conglomerate Trans Union Corporation is acquired.
1984:: Altamil Corporation is acquired.
1989:: Revenues approach $4 billion.
1995:: Fenestra Corp. is closed.
1998:: Total revenues exceed $6 billion.
2002:: Robert Pritzker retires as Marmon CEO and acquires control of Colson companies.
2005:: Trans Union credit bureau is spun off.

Between 1970 and 1980, Marmon's sales grew from $103 million to $1.9 billion, and during the same period profits rocketed from $5 million to $79 million. Marmon had expanded from five basic product groups to a much larger cluster of companies making pipe and tubing, wire and cable, automotive products, other metal products, apparel accessories, mining and agricultural equipment, and musical instruments. Moreover, services such as metals trading and coal mining were becoming increasingly important elements of the business.

Some of Marmon's successes of the 1970s can be attributed to the advantages of a privately owned company whose owners get on well. In a March 27, 1975 interview with the Wall Street Journal, J. Ira Harris, then a Chicago-based partner of Salomon Brothers, said that the Pritzkers' ability to work together "gives them the kind of flexibility that doesn't exist elsewhere at their level of operations. They've closed a lot of important deals because they were able to move faster than the competition."

The ability to move fast also helped Robert Pritzker deal effectively with Marmon's divisions. Normally a manager who allowed Marmon's component companies substantial autonomy, he was able to make necessary decisions on a person-to-person basis without expensive and time-consuming studies. The Marmon Group's board of directors, headed by Jay Pritzker, rarely met, and the corporate office was sparsely staffed. The divisions themselves spent little on advertising and less on their offices.

While Robert Pritzker ceded authority to managers, he kept the accounting tight. Divisional controllers reported not only to their general managers but also to a corporate controller in Chicago. Robert Pritzker often left final decisions to local managers. Marmon's commitment to capital investment and drive to be the low-cost producer in its various business sectors allowed local managers to make the large investments that stand-alone companies could never make. After buying Midwest Foundry Company in 1960, for example, Marmon's capital commitment led the company to expand tenfold in 20 years. During the same period, 40 percent of all gray-iron foundries in the United States shut down. In the early years of the 1980s, Midwest Foundry was returning 40 percent on Marmon's investment.

Further Growth in the 1980s

In September 1980, Marmon announced the proposed acquisition of Illinois-based Trans Union Corporation for $688 million. Trans Union was a $1.1 billion conglomerate whose businesses included rail car and general-equipment leasing by its Union Tank Car Company subsidiary, credit information services, international trading by the subsidiary Getz Corporation, and the manufacture of waste and water treatment equipment.

Completed in 1981, the Trans Union acquisition was unusual in that it was both huge and expensive. Jay Pritzker had been attracted by Trans Union's large accumulation of investment tax credits and federal tax deferrals, which Marmon could use to offset taxable income. Furthermore, once bought, Robert Pritzker found a series of unexpectedly profitable components within the larger Trans Union. A case in point is the Getz Corporation, a San Francisco-based Pacific trading company that grossed over $600 million in 1989. When Marmon acquired Trans Union, Getz was failing. Within a few years, Robert Pritzker had solidified Getz's management and was exploiting Getz's untapped potential as a travel agency and its experience as a player in the expanding market of the Pacific Rim. Getz deals in a wide array of automotive, industrial, and food products, from farm tractors in Thailand to powdered milk in Taiwan.

In January 1984, Marmon purchased Altamil Corporation and thereby acquired the Fontaine Trucking Company, a manufacturer of truck and trailer couplers, trailers, and special purpose truck bodies; Aluminum Forge Company, a producer of precision aluminum forging for aerospace industries; and American Box Company, a maker of wirebound boxes and crates, which later was sold.

Between 1980 and 1989, revenues jumped from $1.9 billion to $3.9 billion. During the same time, earnings swelled from $84 million to $205 million. At the start of the decade, Marmon's average return on equity, profits as a percentage of the company's total worth, ran 19.1 percent, a full five points higher than the median of the Fortune 500, and in 1989 that proportion reached 26.3 percent, more than ten points higher than the median of the Fortune 500.

Struggles in the 1990s

Starting in the late 1980s and into the early 1990s, much of Marmon's expansion came through member companies that were themselves making acquisitions, such as the early 1990 acquisition of the medical products division of the National Standard Corporation by Marmon's Microware Surgical Instruments Corporation. The same was also true of Marmon's increasing growth outside the United States. Marmon/Keystone Corporation, a Pennsylvania-based distributor of steel pipes and tubing, was particularly active outside the United States, with a 1993 acquisition of the Canadian distributor Lyman Tubeco; the 1994 purchase of Specialty Steels, another Canadian distributor; the establishment of a sales office in Mexico in 1994; and the acquisition in 1995 of The Anbuma Group, a tubing distributor based in Belgium.

During the late 1980s, Marmon had grown to such an extent that some observers had begun to question the ability of its corporate structure to handle its holdings, which were becoming increasingly diverse, both technically and geographically. An example of a high-tech firm that failed under Marmon leadership was Accutronics Inc., a maker of printed circuit boards, which Marmon shut down in 1994, selling its assets. The president of Accutronics, while praising Marmon's financial and management skills, blamed the inability of Marmon to deal with a non-low-tech business for the failure.

Marmon also struggled to turn around some of the low-tech firms on which it had made its name. For example, in early 1995 it closed Fenestra Corp., a manufacturer of steel and fiberglass doors and door frames, which had lost money for the previous four years. Robert Pritzker blamed the closure on Marmon's own "lousy management" of the company as well as the difficulties of strained relations between management and the unionized workers at Fenestra's plants.

Such failures, however, seem inevitable for a company that had taken on as many troubled firms as Marmon had. Through 1995, Marmon continued to grow to record levels, with revenues increasing from $3.85 billion in 1990 to $6.08 billion in 1995. Meanwhile, earnings jumped from $125.1 million to $306.9 million.

Marmon Group continued to invest in metal industries. Its subsidiary Marmon/Keystone Corporation acquired Fort Lauderdale, Florida-based Future Metals in the fall of 1996. Future Metals supplied tubing to the aerospace industry. Wheeler Group, a distributor of tubing, was acquired the next year.

Marmon saw a future in medical equipment, an industry that was bringing in revenues of $350 million a year. In 1997, Marmon acquired B.G. Sulzle Inc., a family-run maker of surgical needles in North Syracuse, New York. Sulzle had been formed in 1945 and employed 550 people. Manan Medical Products of Northbrook, Illinois, was also acquired during the year. Among other acquisitions at the same time was the purchase of UK-based cable and wire manufacturer General Cable Industries Ltd. Wire and cable accounted for more than $400 million of Marmon's revenue. Marmon sold British headwear maker Kangol Ltd. to its management for $48.7 million (£30 million).

Total sales exceeded $6 billion in 1998. However, manufacturing in general was experiencing a persistent slump that would cut into earnings. The group opened an office in Beijing during the year.

Marmon continued to acquire companies, buying 30 in 1998 and another 35 in 1999. The group spent $500 million on acquisitions in 1999, buying medical-related companies OsteoMed and Bridport and power cable supplier Kerite.

By 2000, the group had 40,000 employees. Revenues grew 4 percent in 2000 to $6.8 billion, though earnings dropped 14 percent to $300.8 million in a difficult manufacturing environment. Revenues slipped to $6.5 billion in 2001. The group made more than 20 acquisitions in 2000, at a cost of another $500 million, while two mining equipment businesses were sold off the next year.

One of these was Long-Airdox, once central to Marmon's holdings, which was bought by RAG Coal International. Long-Airdox had expanded throughout the 1990s and was focusing on the Asian market via its unit in Australia. It had about 2,000 employees and sales of $600 million a year, according to Australia's Mining Monthly.

New Leadership in the 2000s

Company chairman Jay Pritzker passed away in 1999. Robert A. Pritzker retired in January 2002 at the age of 75. John D. Nichols, the retired head of Illinois Tool Works Inc. (ITW), became Marmon's new CEO, while Pritzker's nephew Thomas J. Pritzker, aged 51, took over the role of chairman. According to Crain's Chicago Business, Nichols intended to apply cost-cutting and efficiency techniques he had used effectively at ITW.

When Robert A. Pritzker retired as CEO of Marmon Group, he also acquired a majority interest in its caster companies through a new firm, Colson Associates. Robert Pritzker had started the Marmon Group four dozen years earlier with the small Colson caster business. Since then, Colson Caster Corp.'s product line had grown to 35,000 different models, from small casters for chairs to huge industrial ones, noted Arkansas Business.

Marmon Group companies saw pre-tax earnings rise 32 percent in 2003, to $573 million. Total revenues were up slightly at $5.56 billion. Marmon sold off the British brass manufacturer Cerro Extruded Metals Limited to Boliden MKM Limited for £5 million.

Marmon spun off TranUnion LLC in early 2005. It was reorganized as TransUnion Corp. Pritzker Realty Group head Penny Pritzker was named its new chairman. The reasoning behind the spinoff was to separate the technology-oriented business from Marmon's core manufacturing activities. TransUnion had revenues of more than $1 billion a year.

The Pritzker clan was planning to divide its $15 billion in holdings, including the Marmon Group, among 11 heirs. A lawsuit by two other heirs was settled in January 2005. The breakup of the Pritzker holdings was to be completed around 2015.

Principal Subsidiaries

Aetna Insulated Wire; Alamo Water Refiners, Inc.; Amarillo Gear Company; Anderson Copper and Brass Company; Atlas Bolt & Screw Company; Cable USA, Inc.; Catequip S.A.; Cat'Serv S.a.r.l.; Cerro E.M.S. Limited; Cerro Flow Products, Inc.; Cerro Manganese Bronze Limited; Cerro Metal Products Company; Cerro Wire & Cable Co., Inc.; Comtran Corporation; Dekoron Wire and Cable; Dekoron/Unitherm; Detroit Steel Products Co., Inc.; Ecodyne Limited; EcoWater Systems, Inc.; Eden Industries (UK) Limited; Enersul Inc.; EXSIF Worldwide, Inc.; Fontaine Fleetline Products; Fontaine International Inc.; Fontaine Modification Company; Fontaine Trailer Company; General Cable Industries Ltd.; Graver Technologies, Inc.; Harbour Industries, Inc.; Hendrix Wire & Cable, Inc.; IMPulse NC, Inc.; Koehler-Bright Star, Inc.; L.A. Darling Company; Leader Metal Industry Co., Ltd.; MarCap Corporation; Marmon/Keystone Corporation; McKenzie Valve & Machining Company; Meyer Material Company; NHD Group Limited; NYLOK Corporation; Owl Wire and Cable, Inc.; Pan American Screw, Inc.; Penn Aluminum International, Inc.; Penn Machine Company; Perfection Clutch Company; Prince Castle, Inc.; Procor Limited; Railserve, Inc.; Robertson Inc.; Rockbestos-Surprenant Cable Corporation; Silver King Refrigeration, Inc.; Sloane Group Ltd.; Sterling Crane; Store Opening Solutions, Inc.; Streater, Inc.; The Kerite Company; Thorco Industries, Inc.; Trackmobile, Inc.; Triangle Suspension Systems Inc.; Unarco Industries, Inc.; Uni-Form Components Co.; Union Tank Car Company; Webb Wheel Products, Inc.; Wells Lamont Corporation.