High Noon In Soda Springs;

Recently, the LBO team from Weiss, Peck & Greer engineered a deal so manifestly benevolent that a troop of Eagle Scouts turned out to honor it. Here's what happened:

In 1984, the C. F. White agricultural fertilizer plant near Soda Springs (population 4,051), in southeastern Idaho is making money -- as it has every year for the five years before that -- earning $6 million on sales of $70 million to $75 million. By the spring of 1986, however, when the team from WPG first learns of it, the plant is about to close down.

Beker Industries Corp., the plant's parent company, files for Chapter 11 reorganization, and the shadow of its collapse falls heavily on the town. Nearly 300 workers are laid off. Stores start closing in Soda Springs, as nearly 800 people move away to find a better life.

From any angle, the predicament presents the team from WPG with a formidable challenge. The market for agricultural fertilizer is in ruins, the victim of another cyclical disaster in supply and pricing; there is a large and contentious group of creditors involved in the bankruptcy, all with their own axes to grind; and the plant is about to miss its mining season, which means that it will have to be mothballed. That, in turn, will greatly increase the difficulty and cost of a future start-up, if ever.

Still, the team has fallen in love with the 38-year-old general manager, Craig Harlen, who, along with Mack Barber and Cleve McCarty, both former Beker executives, proposes a leveraged buyout. "He was definitely the heartland of America," recalls WPG's Ted Stolberg, "like he just stepped out of a wheat field." If ever a buyout needed a little heart, this one certainly does.

In July, the team makes a bid for the place. The judge supervising the Beker bankruptcy in New York City rejects the offer because the creditors can't reach consensus. The plant is shut down. Almost a year goes by. The team tries unsuccessfully to influence the creditors. Meanwhile, a Chicago-based investment group enters the lists. The team decides to let them play their hand. One day in June 1987, Stolberg reads in The New York Times that the Chicago offer has indeed been made, and that competitors have 10 days to counter. Stolberg is stunned. He has counted on having 30 days to respond.

As expected, the 10 days run out and the team's counteroffer is nowhere near done. On a Friday, WPG's lawyer goes into court and asks for an extension. Sure, says the judge, you've got till Monday. Not to worry, the lawyer says, I'll work around the clock. But that Sunday, the guy calls Stolberg, reports a conflict of interest, and quits. On Monday, Stolberg comes into work with no lawyer, no deal, no nothing, and he has to be in court that afternoon. What to do? They love Craig Harlen, but, hey, let's be realistic.

At the last minute, the team finds another lawyer, a genius at bankruptcy law. He goes into court, says the other lawyer is a jerk who misrepresented his deserving clients, and gets three more days. Pandemonium at Weiss, Peck & Greer -- number crunching, phone calls, frantic meetings, Stolberg flipping pencils into the cork ceiling -- very crazy. Somehow they put a proposal together. They will offer $48 million in cash, preferred stock, and various kinds of subordinated debt. Bridge financiers will pick up a $15-million chunk of the package until the team has time to involve a senior lender. No problem.

Then the bridge loan falls apart.

Heavy breathing and hard swallowing at Weiss, Peck & Greer -- but what the hell, the team decides, we'll find it later. They go into court anyway. The boys from Chicago are very upset. A bidding war breaks out in court. Back and forth, back and forth. WPG comes out the winner. "I've never been on a roller-coaster ride like that in my life," says team member Kim Davis. "I mean, there were many times when we were sure this wasn't going to go through."

On August 10, nearly 500 people come to Soda Springs to celebrate the reopening of the plant -- now a freestanding company called Nu-West Industries Inc. -- the restoration of nearly 400 jobs, and the rejuvenation of an entire town. Governor Cecil D. Andrus shows up and speechifies for a while. Then he joins Craig Harlen and various visiting dignitaries, including the entire WPG buyout team, to watch the Soda Springs Eagle Scouts raise the American flag.

"It's a new day," says 33-year-old Donald K. Kuhn, a rehired filter operator at the plant. "It's as if the sun has just come up."

"I don't know," says Stolberg, "but I think we done some good."

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