Fred Roberts is one of those mysterious investment bankers who operate by themselves, yet always seem to pull a rabbit out their hats whether it is landing a big assignment, or completing a deal.

Roberts, who operates the Fredric M. Roberts & Co. Inc. shop in West Los Angeles, last week engineered a $185 million deal in which Los Angeles-based SEDA Specialty Packaging Corp., a publicly held manufacturer of plastic bottles and other plastic packaging, was sold to Canadian plastic giant CCL Industries Inc.

Roberts signed a little more than a year ago with Seda to serve as financial adviser, back when the stock was trading at around $11.

Seda was selling at $18 a share before last week’s sale announcement but was purchased by the Canucks at $29. That’s a 61 percent premium over market.

The average merger deal results in a 30 percent premium over stock market price, according to MergerStat, an arm of the Century City-based Houlihan Lokey Howard & Zukin investment banking and corporate evaluation shop.

Roberts said that to get the good premium, he fenced off six lesser offers, and all the while Seda was posting better earnings.

Seda had gone public in 1993, coming out of the chute at $14 a share. It reported declining profits in 1994 and 1995, and the stock fell to a low of $6 a share.

Roberts contends that Seda’s underwriters, San Francisco-based Sutro & Co. Inc. and NatWest Securities Inc., could have done a better job supporting the stock (although he goes to great lengths to point out that Sutro’s corporate finance staff has new leadership, under Tom Weinberger, executive vice president, here in Los Angeles).

Even after Seda’s profits began to improve in 1996, it didn’t explode on the upside. A small cap company in a non-glamor industry, it couldn’t attract big institutional buyers. “The float wasn’t there,” said Roberts, meaning it was difficult for a large mutual fund to acquire shares in volume.

In any event, seeking to maximize shareholder value, Roberts wanted to find a buyer into which Seda would make a valuable fit. CCL filled the bill.

“Seda is a high-end manufacturer of speciality plastic tubing, such a printed shampoo tubes, and suntan lotion tubes,” he said.

CCL is a giant, with more than 30 plants worldwide, and big-time marketing power and acceptance. But its products are more prosaic.

So it was a marriage of Seda’s specialty manufacturing skills, with CCL worldwide marketing and distribution oomph.

Roberts noted that prices are so high for companies today that selling made more sense than buying.

Roberts also praised Al Osbourne, UCLA business professor and Seda board member. “Many academic types just sit on boards, and don’t really do much. Al’s analysis of what this company needed to do was exquisite,” said Roberts.

Seda’s plant in South Central will probably be expanded, said Roberts.

Calpers

Making news again is the Sacramento-based California Public Employees’ Retirement System, which has $113 billion in assets and counting.

Last week, Calpers, known for its shareholder activism, issued a proposed blueprint of minimum standards for boards of publicly held companies.

Among other rules, the Calpers staff suggested a public company chairman be an outside director (most frequently, the chairman and the CEO today at public companies are one and the same); that directors receive compensation mostly in stock; and that directors have no company retirement plans.

Calpers also suggested a tougher definition for who qualifies as an “outside” director, eliminating people who sit on foundations or charities that receive contributions from the company.

Other large plans didn’t leap forward to salute Calpers’ proposals, although some pension administrators said they agree in general with Calpers on the need for better corporate governance.

“We don’t walk in lockstep with Calpers,” said Richard Goss, administrator of the $4.3 billion City of Los Angeles Department of Water & Power pension plan. But Goss said, in general, the DWP agrees that the system can stand some refinement.

Oscar Peters, general manager of the $5 billion City of Los Angeles Employees’ Retirement System, pretty much said the same thing.

Not even the behemoth $60 billion Calstrs (California State Teachers Retirement System), is committing to being in Calpers’ corner. “We are not as activist as Calpers,” said a Calstrs spokeswoman.

To Robert Apfelberg, lawyer with the Woodland Hills-based Commerce Partners corporate law firm and an expert on shareholder activism, the relative inactivity of other pension plans has been predictable.

“These guidelines from Calpers are superb,” he said. “But the real question is this: What happens when Calpers makes recommendations to a company, and the management ignores them?”

Large shareholders must learn to coordinate, he said, but to date they don’t have the staff, or the mechanisms, to do so.

Calpers own board of trustees last week did not accept all aspects of the proposed corporate governance standards – including one that would have limited the number of directors aged 70 or more but a Calpers spokesman last week said the general thrust of proposals was accepted.

Refurbished

It was an amusing read, especially if you were in the know.

I am referring to the June issue of the national glossy design industry bible, “Interior Design,” which featured a multi-page spread on an unidentified money management firm in Los Angeles.

The discreet firm, in the top floors of the old Security Pacific tower downtown (now called 333 S. Hope) had just executed a major re-do of its quarters, which included hiring a helicopter to make 30 airlifts of steel beams up to the 50th floor virtually a whole new floor was built into space formerly occupied by Security Pacific’s grand two-story auditorium.

Because this money management firm is employee-owned, offices were all more or less the same size, from company chieftain to lowly researchers, the article stated.

Shots of Capital Research’s interior showed tasteful yet refined whoops! Did we say Capital Research & Management Inc.?

The spectacularly successful money manager, now approaching $200 billion in assets, has always shunned publicity. So it was surprising to see its digs spread out in four-color photographs, in a national publication.

Were the photos, in fact, Capital Research’s offices? “It probably was,” said John Lawrence, Cap Research public relations officer, and former L.A. Times business editor. “But we didn’t agree to it. I think the architectural firm arranged it. No. No way did we agree to it.”

Senior Reporter Benjamin Mark Cole covers the investment community for the Los Angeles Business Journal.