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Wednesday, November 30, 2011

Voice Over - A Beginner's Guide

!: Voice Over - A Beginner's Guide

IT ALL STARTS WITH YOUR VOICE

If you have ever been told that you have a great voice, then you may have thought of making use of that great voice in a professional way - as a singer, announcer or as a voice over talent. Voice over, or adding your voice to advertisements and recorded messages, can be a very lucrative field for a trained talent.

In the commercial world all kinds of voices are needed: low voices, whiny voices, gravelly voices, flat voices and even average voices. So, even if you don't have a classic "good voice" you can enter the field if you have determination.

First, explore your instrument. Not just your voice, but your whole being. Do this by taking an acting and/or improvisation class at your local college/learning annex/community center. Stay with it for 3 months. Aside from freeing yourself up, you'll probably meet some fun people.

Why acting classes? You need to know how to create the characters who "speak" in a commercial. Just taking an animation class won't do it. You need to start the process organically. It's not about the voice, just yet, it's about the intention behind the voice that gives the voice a shape.

After you've opened yourself up for three months in an acting class, it's time to move into specifics with a voice over class.

This is where I'll begin to speak to two types of people: Those who want to move to L.A., New York, Atlanta, Chicago, or San Francisco and pursue a union voice over career, and those who want to create an internet voice over career right there in Smalltown, USA. For simplicity sake, we'll refer to them as Red state and Blue state... Actually, I think CITY (union) and COUNTRY (non-union/internet) might be better.

CITY:

This part should be very easy for you. Just do a search for "Voice Over Class" and "your city" with Google. Of course, there may be classes offered at your local universities and performing arts centers. Ask around for good word-of-mouth about them. Then sign-up with the best and attend! (Avoid classes that end with you paying another 00 for a demo reel).

A comprehensive resource is Voice Over Resource Guide It lists all the studios as well as classes In addition, read some books on the subject.

COUNTRY:

Here's where you will find some challenges. Try your local college/learning annex/community centers to see if one is offered. Also ask your acting teacher if they know of any coaches who do voice over coaching. It may even be your own acting teacher! You might have to drive a bit to the next big town to find a class or coach. But, it's imperative to get some formal training. Just reading a book won't do it for you.

You need a "director" in the beginning to help you become aware of where your technique is weak or failing. By all means, read books, too! They will give you great insight into the mechanics. But, it all comes down to those sound vibrations and how they land on the listener's ear.

In addition to your voice over class, start practicing at home. Listen to any and every commercial on the TV and radio. Mimic them. Pick up magazines and read the ad copy aloud as though it were a commercial. Get so used to your voice that silence sounds wrong.

Most people want to skip this whole part and get right to the money making part. Believe me, if you skip this part, no one will want to pay you for what you'll be offering. Ego and confidence are not a substitute for talent and technique.

Some books on the subject:

There's Money Where Your Mouth Is: An Insider's Guide to a Career in Voice-Overs - by Elaine A. Clark

Secrets of Voice-Over Success: Top Voice-Over Actors Reveal How They Did It - by Joan Baker

The Art of Voice Acting: 2nd Edition - by James Alburger

The Page You Made: Word of Mouth -by Susan Blu, Molly Ann Mullin

Work in Voiceover Acting: written by a Casting Director

FINDING YOUR RANGE AND NICHE

Once you've gotten a handle on your voice, you need to know what your range is and, by association, what your market is.

Are you the classy BMW voice, the GenX hamburger guy, the Don Pardo game show host? You could be all three and more. Knowing all that you can do will help you promote yourself with confidence and direction.

Start with your normal speaking voice. What does your coach say? Are you the "everyman" voice? The "hip, edgy" voice? The "natural announcer" voice? Whichever comes the easiest may be your bread and butter. Foster it. What you and your coach decide will become the centerpiece of your promotion.

But don't stop there! Now start stretching your voice. Try accents, character voices - both broad and subtle (this is where the acting classes come in handy). Anything you can do with your voice may be called upon for any one of the different voice over market niches out there!

Here are the main areas you might find work:

Radio/television commercials
Promos/trailers
Business narration
Cartoons
IVR/voice mail greetings
Web audio

If you're COUNTRY you probably won't get much cartoon work and if you're CITY you probably won't get much IVR/voice mail greetings work. But ALL of these areas may require ANY TYPE of voice style! So, the broader your range, the broader your work potential.

This is an important step. It is here that you determine your whole approach to your career, whether it be CITY or COUNTRY.

For example, you have a gravelly, low voice that's warm. You might sell yourself as the "Your Bourbon Straight-Up voice". Or you have a super-sweet female voice you would be "The Voice of a Princess", etc.

It also helps to know what celebrities you sound like. See what kinds of commercials they perform voice over on. Listen closely, Alec Baldwin, Keifer Sutherland, Stockard Channing, Susan Sarandon - they all do voice overs.

You may want to specialize. For CITY folks, you can find an animation class or a promos class. COUNTRY folk will have to do a bit of self-teaching here. Read Terri Apple's Making Money in Voice Overs.

Start collecting copy (scripts) that fit your style. Even within your style there are sub-styles. Cover them all. Also look for copy that best shows your other "stretch" voices. This all will lead up to making your demo reel.

The business starts with your demo reel...

THE DEMO REEL

Here is where it gets complicated and potentially expensive. If your going the CITYroute, you'll want to ask around as to where to get your demo done. Where do other voice over actors go for theirs? How does their demo sound? And, of course, what's the cost? If it sounds too expensive, than it is.

For CITY folk, the demo is primarily used to get an agent. That's about it, as most clients/jobs/gigs will come from auditions you'll do at the agency or local casting facility.

For COUNTRY folk, your demo(s) will continually be your selling tool on your website. You will probably want to have one for each of the markets I wrote about previously. And getting your reel done will be hard at first. In some geographical areas, there won't be anybody who can edit them for you, let alone offer good direction. But that's where your career will differ from CITY folk. I'll talk more about this in a moment.

Let's start with the basics for both CITY and COUNTRY folk.

Your demo shouldn't be longer than a minute. Yes, a minute! Others will say 2 minutes, but no one listens that long unless you have SO MANY DIFFERENT voices.

Each clip on your reel should be no more than 15 seconds, probably less.

Each clip should show something NEW about your voice.

The clips should get shorter the longer the reel goes so the pace quickens.

Your demo should only contain things appropriate for that market! i.e. Commercials for a commercial demo, cartoon voices for a cartoon demo, narration for a narration demo.

CITY folk will probably only need a Commercial demo and a Narration demo (and Cartoon demo if they do funny voices).

COUNTRY folk should have a demo for each market listed previously.

So, the CITY folk have their reel and are ready to find an agent. Go ahead and skip to FINDING AN AGENT.

COUNTRY folk, you have some work cut out for you!

In order to have a home voice over studio business, you are going to have to learn to record yourself, edit your recording and burn CDs and also upload them to the internet. This is something you'll be doing every day.... You might want to read this paragraph again.

In order to have a home voice over studio business, you are going to have to learn to record yourself, edit your recording and burn CDs and also upload them to the internet. This is something you'll be doing every day....

The semi upside of this is that you will get to edit your own demo reels and save money. But, money that you will have already spent on your equipment!

BUILDING YOUR STUDIO

This is where your business comes to life! Here's what you'll need:

A closet or sound booth.
A microphone.
A mixer (optional).
A pre-amp (optional).
Headphones.
A music stand and a microphone stand.
A computer optimized for audio recording (processor/RAM).
A sound card or ProTools mBox.
A software program or ProTools.
Monitor Speakers (for accurate sound editing).
A website and DSL or Cable Broadband!

All this will require two other people (Helpers): One helper who knows about audio equipment and recording software (your musician friend, most likely, or the Guitar Center employee), and a web designer who can create your site and teach you how to upload audio.

Let's break this down:

A CLOSET OR SOUND BOOTH

When you're starting out, you'll want to watch your money, so a sound booth shouldn't be considered. They usually run about ,200 or more.

However, a closet is always easy to convert. You need a space that is away from the plumbing (so you don't record the toilet flush!) but close to your computer. Carpet the walls of the closet so you don't get your voice bouncing around, giving that echo-ey sound to your recordings. You can buy studio insulation, but carpet's much cheaper.

A MICROPHONE

You essentially want a microphone that records voice well. There are many out there. I use an AKG 414 and it cost me 0 on eBay. If you go to your local music store and let them know what you're doing, they should be able to guide you towards something right for your situation. Then check eBay for better prices!

Ideally, you'd want to find someone who will come out to your house and help you put the whole studio together for a small fee (around 0) or free (buy them lunch, though).

A MIXER

Someone who knows how to make a good martini... Wait, sorry. I mean a mixer is good for being able to control your mic and headphone volume when you're in the booth. It will also be needed if you decide to add a phone patch (a way to have someone on the phone to hear you record while they offer direction).

(A side note: You may hear about ISDN as a way of recording your voice remotely to some far away studio. The cost of equipment and installation is not worth it at this stage of your career. Wait a bit, as the technology is moving towards voiceover internet protocol [VOIP] which will render ISDN outdated.)

A PREAMP

This juices up your mic and can also warm your voice prior to being recorded, saving some EQ-ing time later. This is something to discuss with your Helper.

HEADPHONES/MUSIC STAND/MICROPHONE STAND

If I have to explain this, you might want to think about another career...

COMPUTER/SOFTWARE

Get a Mac. Any Mac that's a G4 or G5 with 1 gig of RAM. (Yeah, I'm partial to Macs). If you want to go another way (Not Mac?!?) then talk again with your Helper. If you are not good with computers, this could become a stumbling block for you.

If you have a computer, you might be able to use it. Talk with your Helper as to which sound editing application to use. (You'll need some tutoring from them initially). Knowing which program to use will help determine if your computer has enough processing power to handle voice recording.

SOUND CARD/mBOX

Some computers already have a sound card installed. Ones that don't will need one, or you can get an mBox, a sort of external sound card. mBox runs about 0 and includes the software, ProTools. Again, talk to your Helper.

MONITOR SPEAKERS

Make sure you get some monitors. The main difference between monitors and regular speakers is that they don't pump up/beautify the audio. You want to hear exactly what you sound like, not the best-case scenario. I use Roland Micro monitors. They're inexpensive and accurate. Don't use your internal computer speaker!!!

WEBSITE

And here is the monster! If you don't do web design (as I do), you want to find someone who won't charge an arm and a leg.

First, determine what you'll want on your site. You'll need to introduce yourself and your style. You'll need your demos on there. You'll want some instructions on how clients can work with you. Check out your competitor's websites. What do you like about theirs, what don't you like. Then, see if there are any website templates that could be customized to fit your needs. Going to a web designer with a template, aside from bumming them out, will save you lots of hours and money.

(Side note here: Make sure your designer makes your site optimized for search engines. Google "SEO" to see the ocean of info on this.)

Now that you've bought all your equipment, installed it, learned the software and built your website, it's time to edit your own reels!

Yup, you can do it yourself. Listen to all the reels out there. Which ones work for you? Why do they work for you? Implement those techniques with your reels. If you've been practicing your voice over, taking classes, etc., then you should be fine with creating your own reels. You hear TV and radio ads all the time. Do yours sound like those? It can be that easy.

You'll also want to find some royalty free music to put underneath the spots you created. In all honesty, you can use anything since you're not selling the demos.

Update your demos often as you get real work.

If you're uncertain about how your demo is sounding, get feedback from people you respect. But, take all the input with a grain of salt. It's YOUR demo after all.

But most importantly: Just do it. Most COUNTRY folk get stuck right about here. Will you?

FINDING AN AGENT

For CITY folk, this is the hardest part. Not that the act is difficult, but the perseverance required is enormous. It may take you several mailings, meetings, etc. to land an agent. The most important thing to remember is "don't give up"!

First, package your CD so that it represents you, your product, what you're selling. Make it catchy. You want to grab their eye so they'll want to pop your CD in the player.

Get the agency list from your local SAG (Screen Actors Guild) or AFTRA (American Federation of Television and Radio Artists) office. Mail that CD with a SHORT intro letter to every V.O. agent out there.

Also, ask your friends whom they are with. See if they'll take your CD into their VO agent. Ask your VO teacher for a referral. Ask your barber! Anybody!

In the interim, send your CD to all the non-union voiceover auditions you find online or in your local trade paper. In L.A. and NY you would check out Backstage and Actors Access.

For COUNTRY folk, you'll want to sign up with many agencies in many cities. They'll email you auditions, and you'll email your mp3 back.

I could list agencies here, but they change a bit over time. I suggest Googling "voice over agency". There are also two major pay websites. They get the majority of non-union VO auditions. They also have 1000s of voice over artists like you. Voice123 and Voices.com. The are the gorillas in the room that take everyone on who pays. This results in 1000s of actors for each job posted, though they do use some algorithms to help keep it semi-reasonable. Avoid websites that will charge to list your site, but not offer daily auditions. For the most part you're throwing your money down the drain.

COUNTRY folk, your biggest challenge now is to get clients. Focus on getting your website seen (pay-per-click with Google and Yahoo) and sending your link to all the local companies in your town. They'll be happy to know they don't have to go far to get a professional voice over for their commercial or in-house narration.

GOOD LUCK!

These are essentially the steps I took to start both my COUNTRY and CITY careers. There are hundreds of little details to everything I've mentioned. My intent was not to hold your hand through the process, but to give you an overview in a simple, straightforward way. Half of being good at this is the ability to learn on the job. The other half is the preparation (classes, reading, practicing).

There will be those people who will want an article to show them an easy way right to the money. Well, there is no easy way. But I've shown you some practical steps to get you into the game. What you do when you get into that arena is up to you. You can take a seat and watch or you can figure out how to get onto the field. It's different for everyone. But, the opportunity is there. It's real.

But, YOU have to take those steps. No ebook will do it for you. I wish you all the best in your new voice over career!


Voice Over - A Beginner's Guide

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Thursday, November 24, 2011

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Sunday, November 20, 2011

Starting Up a Gold Fish Aquarium

!: Starting Up a Gold Fish Aquarium

There are many reasons to keep a gold fish aquarium. Your child may be looking for a first pet and a gold fish seems like the right choice or maybe you just like gold fish. No matter what your reason is, it is important to know how to make a healthy environment for your new gold fish.

This will ensure that your gold fish will have the best chance for survival. Not taking the time to learn about setting up your gold fish aquarium can cause your fish to end up sick or maybe even die. Having this knowledge will help you to set up your new gold fish aquarium and give you much more enjoyment and pleasure in the process.

The first thing you should do is to visit several different pet stores in your area. If they specialize in fish, that is even better. Be sure to check out all of the different size tanks, air pumps, filters, foods and gold fish that they have available. Asking lots of questions from the staff in a good fish store will help you to figure out what aquarium set up is right for you.

When doing this, take into account the goldfish size that you are buying. When you get the tank home, you will undoubtedly have many questions and if you have developed a good line of communication with the store who sold your gold fish to you, they will be willing to help you to set your gold fish aquarium in the best way.

Take plenty of time to set up your new tank. Bring the tank home and set it up. Fill it with water and let it set up long before you bring the new fish home and add it to the tank. It needs time to acclimate itself for approximately two weeks before you add fish to it. Doing this will help to give the gold fish aquarium good balance, chemically and temperature wise. When your gold fish aquarium is ready, it will be safe to bring the new gold fish home. Then you will know that the environment is safe and healthy.


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Friday, November 18, 2011

Monday, November 14, 2011

Deep Well Jet Pumps For Home Use

!: Deep Well Jet Pumps For Home Use

If you have a deep well for you home water supply and need a new pump, or if you are planning to drill a new deep well, you have probably been looking for information on deep well jet pumps. These pumps are widely used in deep wells for good reason, they do the job well. This type of pump is submerged into the well itself and moves the water by means of a jet stream which creates sufficient suction to move the water to the surface.

When deciding on a new or replacement deep well jet pump, you first need to decide on how much water you need the pump to supply and what kind of water pressure you need. Pumps vary in capacity from about a hundred gallons per hour up to a thousand gallons per hour. If you are not sure on what rate you need, you can consult a plumber or one of the friendly workers are Home Depot or Lowes. Of course, you need to take any such advice with a grain of salt, and you your own research. If you are replacing a pump and the flow and pressure of the old pump was acceptable, then you can just get a pump of equal or greater capacity.

Some of the most popular brands of deep well jet pump include Flotec, Gould, Simer, Little Giant, and Sears. Specifications and prices are widely available online. You might want to get the pump professionally installed to make sure you are compliant with all applicable health and safety regulations.


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Wednesday, November 9, 2011

Choosing an Awesome Car Audio System

!: Choosing an Awesome Car Audio System

Being able to drive on a long stretch of empty road is one of the best things that I like about my car. I simply put the top down and allow the wind to rustle through my hair as the miles fly past and the music blare. The bulk of this experience is dependent on nature and the ample availability of time, money and fuel.

However, the last aspect of my driving experience is entirely dependent on the presence of a good car audio system. By meditating or closing my mind to everything else, I can retain my sanity in rush hour traffic. Surviving through rush hour traffic is also a lot easier with the help of great music coming from a good car sound system.

When a good car audio system is matched with the internal and external specifications of the car it is housed in, it will perform at its optimal best. It does not make sense to get a high PMPO, 500 watts car audio system if it can only be housed in the small confine of a Volkswagen beetle. Similarly, getting a tiny, entry level audio system and putting it in the spacious interiors of a hummer or any of the SUVs in the market is not a smart idea.

However, choosing the perfect car audio system is just half of the battle in ensuring that the performance matches the expectations. The myriad of available audio systems for vehicles in the market compounds this problem. You can choose car audio systems that come with basic features. Power house audio systems that come packed with features are also available in the present market. Renowned audio system manufacturers also offer super premium systems that can compete with a home theatre system.

The majority of audio system manufacturer are in the business for audio systems for vehicles. This is only natural considering that the average office worker spends nearly four hours a day traveling in the car. A good car audio system is becoming a necessity, even if music preferences may change from person to person. An audio system is vital in improving the driving experience. This is the reason why you should take the time to choose a good car audio system on the next time that you are in the market for a new car.


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Thursday, November 3, 2011

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Monday, October 31, 2011

How To Build Your Own Home Made Gold Dredge

!: How To Build Your Own Home Made Gold Dredge

No question that many folks interested in prospecting for gold would love to own a dredge. No question that dredges are very cool pieces of prospecting equipment, but the prices for new ones are really high. You could easily spend many thousands of dollars on such a purchase, and that is more than many can afford. Don't forget however, that in the earliest days of dredging, there were no manufacturers, and all small suction gold dredges were handcrafted units made in someone's garage. There's no doubt that a good dredge can be built by the home craftsman, and I know you can save some significant money doing it, because I've done it myself.

For those who might ask, a suction gold dredge is basically a device which is designed to suck gravel underwater from the bottom of a river, pull it up through a hose and run it over a sluice box. In the sluice box, any gold which is present becomes trapped and the lighter materials such as sand and gravel move down and out of the sluice box and back into the river. The operator guides to the nozzle of the hose to suck the rocks and gravel which he desires to process off the river bottom. A small "lawn mower" type of engine is used to pump water which creates the suction that pulls the sand and gravel up through a hose and into the sluice box. The gravel does not go through the pump, the suction in the hose is actually created through a Venturi effect by pumping high pressure water through a jet. The fast-moving water creates the suction in the jet. This way the sand and gravel does not actually go through the pump, which would quickly wear it down.

In addition to pumping water, the small engine also produces compressed air for the diver to use while working underwater. In cases where the water is shallow, the gold diver may simply use a snorkel.

Most modern dredges are made to float on the surface of the water, allowing the operator the greatest level of flexibility to move from place to place while working small gold deposits. Most flotation systems are made of rigid plastic pontoons, but there are still a number of units in use that employ other flotation systems such as truck inner tubes.

Building a dredge is a big project with a lot of plans and decisions to be made. Take your time and think about what you really want to build. Think about what materials you have on hand or what you could easily acquire, then build a list of what you need to construct your dredge.

Unfortunately, a simple set of dredge plans that would work for all sizes of suction dredges is just impossible, so I've not tried to prepare any such thing. However, you can do it for your project. If you really sit down and think about things, and use measurements taken from the commercial dredge makers you can design your own set of plans for your specific dredge project.

Of course you will be building on the cheap, but you don't want to shortchange yourself too much. You don't want your dredge to be rickety, or to fall apart, or to fail to function. Dredges need to be functional, durable and sturdy. The time you spend sorting through design concepts, deciding what you will build and how you will build it will be well spent. Think about what you want and what you need then weigh those together with what you can afford. Do up some drawings and lists. Perhaps the best thing I can suggest is that you study the designs of the well-known dredge makers like Keene and Pro-line. These manufacturers have done quite a bit of research studying their products, they have tested different options and have developed efficient pieces of equipment that do the job well. Check out their web sites as most have good photos of their dredges and the individual components that make up these dredges - you can get a lot of information from their web sites.

If your local prospecting shop has a dredge set up, take a close look and even measurements or photos if you can. Another great possibility is to join a prospecting club whose members actively dredge, and then go out to the claims and check out the members while they are dredging. Take some pictures of the dredges while they're in operation. The club members may even let you have a few minutes behind the nozzle so that you can get a feel for the whole experience. The more general knowledge you have about dredges before you begin your design, the better your construction plans will be.

I have found that the junk yard / recycling yard can provide some important pieces that you may use at low prices. I suggest that one you have good plans for the dredge you want to build, take your purchase list and go look through the local scrap yards - you can get stuff there a whole lot cheaper than you would at someplace like Home Depot. You may even find a suitable used engine there.
I suggest that once you have assembled all the pieces you need, the next step is to put your new dredge all together and test it. I suggest that you test it with a couple dozen pieces of small lead shot. Flatten them, and paint them red or some other bright color. Then suck up some gravel from the nearest gold bearing stream and put the shot in with the gravel you are processing. Be sure to take in a good bit of gravel both before and after you've sucked up the shot. When you clean up the sluice, count how many of the shot you have recovered and compare that to the number you started with. You should not lose more than one or two at the most. If you lose more than three or four you need to adjust your dredge or make some changes to improve it so you can be confident you are not loosing gold.


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Wednesday, October 19, 2011

Ten Important Lessons From the History of Mergers & Acquisitions

!: Ten Important Lessons From the History of Mergers & Acquisitions

The history of mergers and acquisitions in the United States is comprised of a series of five distinct waves of activity. Each wave occurred at a different time, and each exhibited some unique characteristics related to the nature of the activity, the sources of funding for the activity, and to some extent, differing levels of success from wave to wave. When the volume, nature, mechanisms, and outcomes of these transactions are viewed in an objective historical context, important lessons emerge.
 
The First Wave
The first substantial wave of merger and acquisition activity in the United States occurred between 1898 and 1904. The normal level of about 70 mergers per year leaped to 303 in 1898, and crested at 1,208 in 1899. It remained at more than 300 every year until 1903, when it dropped to 142, and dropped back again into what had been a range of normalcy for the period, with 79 mergers, in 1904. Industries comprising the bulk of activity during this first wave of acquisition and merger activity included primary metals, fabricated metal products, transportation equipment, machinery, petroleum products, bituminous coal, chemicals, and food products. By far, the greatest motivation for these actions was the expansion of the business into adjacent markets. In fact, 78% of the mergers and acquisitions occurring during this period resulted in horizontal expansion, and another 9.7% involved both horizontal and vertical integration.
 
During this era in American history, the business environment related to mergers and acquisitions was much less regulated and much more dynamic than it is today. There was very little by way of antitrust impediments, with few laws and even less enforcement. 
 
The Second Wave
The second wave of merger and acquisition activity in American businesses occurred between 1916 and 1929. Having become more concerned about the rampant growth of mergers and acquisitions during the first wave, the United States Congress was much more wary about such activities by the time the second wave rolled around. Business monopolies resulting from the first wave produced some market abuses, and a set of business practices that were viewed as unfair by the American public. Even the Sherman Act proved to be relatively ineffective as a deterrent of monopolistic practices, and so Congress passed another piece of legislation entitled the Clayton Act to reinforce the Sherman Act in 1914. The Clayton Act was somewhat more effective, and proved to be particularly useful to the Federal Government in the late 1900s. However, during this second wave of activity in the years spanning 1926 to 1930, a total of 4,600 mergers and acquisitions occurred. The industries with greatest concentrations of these activities included primary metals, petroleum products, chemicals, transportation equipment, and food products. The upshot of all of these consolidations was that 12,000 companies disappeared, and more than billion in assets were acquired (17.5% of the country's total manufacturing assets).
 
The nature of the businesses formed was somewhat different in the second wave; there was a higher incidence of mergers and acquisitions to achieve vertical integration in the second wave, and a much higher percentage of the resulting businesses resulted in conglomerates that included previously unrelated businesses.  The second wave of acquisition and merger activity in the United States ended in the stock market crash on October 29, 1929, and this altered - perhaps forever - the perspective of investment bankers related to funding these transactions. Companies that grew to prominence through the second wave of mergers and acquisitions in the United States, and that still operate in this country today, include General Motors, IBM, John Deere (now Deere & Company), and Union Carbide. 

The Third Wave
The American economy during the last half of the 1960s (1965 through 1970) was booming, and the growth of corporate mergers and acquisitions, especially related to conglomeration, was unprecedented. It was this economic boom that painted the backdrop for the third wave of mergers and acquisitions in American history. A peculiar feature of this period was the relatively common practice of companies targeting acquisitions that were larger than themselves. This period is sometimes referred to as the conglomerate merger period, owing in large measure to the fact that acquisitions of companies with over 0 million in assets spiked so dramatically. Compared to the years preceding the third wave, mergers and acquisitions of companies this size occurred far less frequently. Between 1948 and 1960, for example, they averaged 1.3 per year. Between 1967 and 1969, however, there were 75 of them - averaging 25 per year.  During the third wave, the FTC reports, 80% of the mergers that occurred were conglomerate transactions. 
 
Although the most recognized conglomerate names from this period were huge corporations such as Litton Industries, ITT and LTV, many small and medium size companies attempted to pursue an avenue of diversification. The diversification involved here included not only product lines, but also the industries in which these companies chose to participate. As a result, most of the companies involved in these activities moved substantially outside of what had been regarded as their core businesses, very often with deleterious results. 
 
It is important to understand the difference between a diversified company, which is a company with some subsidiaries in other industries, but a majority of its production or services within one industry category, and a conglomerate, which conducts its business in multiple industries, without any real adherence to a single primary industry base. Boeing, which primarily produces aircraft and missiles, has diversified by moving into areas such as Exostar, an online exchange for Aerospace & Defense companies. However, ITT has conglomerated, with industry leadership positions in electronic components, defense electronics & services, fluid technology, and motion & flow control. While the bulk of companies merged or acquired in the long string of activity resulting in the current Boeing Company were almost all aerospace & defense companies, the acquisitions of ITT were far more diverse. In fact, just since becoming an independent company in 1995, ITT has acquired Goulds Pumps, Kaman Sciences, Stanford Telecom and C&K Components, among other companies.
 
Since the ascension of the third wave of mergers and acquisitions in the 1960s, there has been a great deal of pressure from stockholders for company growth. With the only comparatively easy path to that growth being the path of conglomeration, a lot of companies pursued it. That pursuit was funded differently in this third wave of activity, however. It was not financed by the investment bankers that had sponsored the two previous events. With the economy in expansion, interest rates were comparatively high and the criteria for obtaining credit also became more demanding. This wave of merger and acquisition activity, then, was executed by the issuance of stock. Financing the activities through the use of stock avoided tax liability in some cases, and the resulting acquisition pushed up earnings per share even though the acquiring company was paying a premium for the stock of the acquired firm, using its own stock as the currency.
The use of this mechanism to boost EPS, however, becomes unsustainable as larger and larger companies are involved, because the underlying assumption in the application of this mechanism is that the P/E ratio of the (larger) acquiring company will transfer to the entire base of stock of the newly combined enterprise. Larger acquisitions represent larger percentages of the combined enterprise, and the market is generally less willing to give the new enterprise the benefit of that doubt. Eventually, when a large number of merger and acquisition activities occur that are founded on this mechanism, the pool of suitable acquisition candidates is depleted, and the activity declines. That decline is largely responsible for the end of the third wave of merger and acquisition activity. 

One other mechanism that was used in a similar way, and with a similar result, in the third wave or merger and acquisition activity was the issue of convertible debentures (debt securities that are convertible into common stock), in order to gather in the earnings of the acquired firm without being required to reflect an increase in the number of shares of common stock outstanding. The resulting bump in visible EPS was known as the bootstrap effect. Over the course of my own career, I have often heard of similar tactics referred to as "creative accounting". 
 
Almost certainly, the most conclusive evidence that the bulk of conglomeration activity achieved through mergers and acquisitions is harmful to overall company value is the fact that so many of them are later sold or divested. For example, more than 60% of cross-industry acquisitions that occurred between 1970 and 1982 were sold or divested in some other manner by 1989. The widespread failure of most conglomerations has certainly been partly the result of overpaying for acquired companies, but the fact is that overpaying is the unfortunate practice of many companies. In one recent interview I conducted with an extremely successful CEO in the healthcare industry, I asked him what actions he would most strongly recommend that others avoid when entering into a merger or acquisition. His response was immediate and emphatic: "Don't become enamored with the acquisition target", he replied. "Otherwise you will overpay. The acquisition has to make sense on several levels, including price." 
 
The failure of conglomeration, then, springs largely from another root cause. Based on my own experience and the research I have conducted, I am reasonably certain that the most fundamental cause is the nature of conglomeration management. Implicit in the management of conglomerates is the notion that management can be done well in the absence of specialized industry knowledge, and that just isn't usually the case. Regardless of the "professional management" business curricula offered by many institutions of higher learning these days, in most cases there is just no substitute for industry-specific experience. 
            
The Fourth Wave
The first indications that a fourth wave of merger and acquisition activity was imminent appeared in 1981, with a near doubling of the value of these transactions from the prior year. However, the surge receded a bit, and really regained serious momentum again in 1984.   According to Mergerstat Review (2001), just over billion was paid in merger and acquisition transactions in 1980 (representing 1,889 transactions), compared to more than billion (representing 2,395 transactions) in 1981. While activity fell back to between billion and billion in the ensuing two years, the 1984 activity represented over 2 billion and 2,543 transactions. In terms of peaks, the number of transactions peaked in 1986 at 3,336 transactions, and the dollar volume peaked in 1988 at more than 6 billion. The entire wave of activity, then, is regarded by analysts to have occurred between 1981 and 1990. 
 
There are a number of aspects of this fourth wave that distinguish it from prior activities. The first of those characteristics is the advent of the hostile takeover. While hostile takeovers have been around since the early 1900s, they truly proliferated (more in terms of dollars than in terms of percent of transactions) during this fourth wave of merger and acquisition activity. In 1989, for example, more than three times as many dollars were transacted as a result of contested tender offers than the dollars associated with uncontested offers. Some of this phenomenon was closely tied to another characteristic of the fourth wave of activity; the sheer size and industry prominence of acquisition targets during that period. Referring again to Mergerstat Review's numbers published in 2001, the average purchase price paid in merger and acquisition transactions in 1970, for example, was .8 million. By 1975, it had grown to .9 million, and by 1980 it was .8 million. At its peak in 1988, the average purchase price paid in mergers and acquisitions was 5.1 million.   Exacerbating the situation was the volume of large transactions. The number of transactions valued at more than 0 million increased by more than 23 times between 1974 and 1986, which was a stark contrast to the typically small-to-medium size company based activities of the 1960s.
 
Another factor that impacted this fourth wave of merger and acquisition activity in the United States was the advent of deregulation. Industries such as banking and petroleum were directly affected, as was the airline industry.   Between 1981 and 1989, five of the ten largest acquisitions involved a company in the petroleum industry - as an acquirer, an acquisition, or both. These included the 1984 acquisition of Gulf Oil by Chevron (.3 billion), the acquisition in that same year of Getty Oil by Texaco (.1 billion), the acquisition of Standard Oil of Ohio by British Petroleum in 1987 (.8 billion), and the acquisition of Marathon Oil by US Steel in 1981 (.6 billion).  Increased competition in the airline industry resulted in a severe deterioration in the financial performance of some carriers, as the airline industry became deregulated and air fares became exposed to competitive pricing.
 
An additional look at the ontology of the ten largest acquisitions between 1981 and 1989 reflects that relatively few of them were acquisitions that extended the acquiring company's business into other industries than their core business. For example, among the five oil-related acquisitions, only two of them (DuPont's acquisition of Conoco and US Steel's acquisition of Marathon Oil) were out-of-industry expansions. Even in these cases, one might argue that they are "adjacent industry" expansions. Other acquisitions among the top ten were Bristol Meyers' .5 billion acquisition of Squibb (same industry - Pharmaceuticals), and Campeau's .5 billion acquisition of Federated Stores (same industry - Retail). 
 
The final noteworthy aspect of the "top 10" list from our fourth wave of acquisitions is the characteristic that is exemplified by the actions of Kohlberg Kravis. Kohlberg Kravis performed two of these ten acquisitions (both the largest - RJR Nabisco for .1 billion, and Beatrice for .2 billion). Kohlberg Kravis was representative of what came to be known during the fourth wave as the "corporate raider". Corporate raiders such as Paul Bilzerian, who eventually acquired the Singer Corporation in 1988 after participating in numerous previous "raids", made fortunes for themselves by attempting corporate takeovers. Oddly, the takeovers did not have to be ultimately successful for the raider to profit from it; they merely had to drive up the price of shares they acquired as a part of the takeover attempt. In many cases, the raiders were actually paid off (this was called "greenmail") with corporate assets in exchange for the stock they had acquired in the attempted takeover. 
 
Another term that came into the lexicon of the business community during this fourth wave of acquisition and merger activity is the leveraged buy-out, or LBO. Kohlberg Kravis helped develop and popularize the LBO concept by creating a series of limited partnerships to acquire various corporations, which they deemed to be underperforming. In most cases, Kohlberg Kravis financed up to ten percent of the acquisition price with its own capital and borrowed the remainder through bank loans and by issuing high-yield bonds. Usually, the target company's management was allowed to retain an equity interest, in order to provide a financial incentive for them to approve of the takeover.
 
The bank loans and bonds used the tangible and intangible assets of the target company as collateral. Because the bondholders only received their interest and principal payments after the banks were repaid, these bonds were riskier than investment grade bonds in the event of default or bankruptcy. As a result, these instruments became known as "junk bonds." Investment banks such as Drexel Burnham Lambert, led by Michael Milken, helped raise money for leveraged buyouts. Following the acquisition, Kohlberg Kravis would help restructure the company, sell off underperforming assets, and implement cost-cutting measures. After achieving these efficiencies, the company was usually then resold at a significant profit.
 
Increasingly, as one reviews the waves of acquisition and merger activity that have occurred in the United States, this much seems clear: While it is possible to profit from the creative use of financial instruments and from the clever buying and selling of companies managed as an investment portfolio, the real and sustainable growth in company value that is available through acquisitions and mergers comes from improving the newly formed enterprise's overall operating efficiency. Sustainable growth results from leveraging enterprise-wide assets after the merger or acquisition has occurred. That improvement in asset efficiency and leverage is most frequently achieved when management has a fundamental commitment to the ultimate success of the business, and is not motivated purely by a quick, temporary escalation in stock price. This is related, in my view, to the earlier observation that some industry-specific knowledge improves the likelihood of success as a new business is acquired. People who are committed to the long-term success of a company tend to pay more attention to the details of their business, and to broader scope of technologies and trends within their industry.  
 
There were a few other characteristics of the fourth wave of merger and acquisition activity that should be mentioned before moving on. First of all, the fourth wave saw the first significant effort by investment bankers and management consultants of various types to provide advice to acquisition and merger candidates, in order to earn professional fees. In the case of the investment bankers, there was an additional opportunity around financing these transactions. This opportunity gave rise, in large measure, to the junk bond market that raised capital for acquisitions and raids. Secondly, the nature of the acquisition - and especially the nature of takeovers - became more intricate and strategic in nature. Both the takeover mechanisms and paths and the defensive, anti-takeover methods and tools (eg: the "poison pill") became increasingly sophisticated during the fourth wave. 
 
The third characteristic in this category of "other unique characteristics" in the fourth wave was the increased reliance on the part of acquiring companies on debt, and perhaps even more importantly, on large amounts of debt, to finance the acquisition. A significant rise in management team acquisition of their own firms using comparatively large quantities of debt gave rise to a new term - the leveraged buy-out (or LBO) - in the lexicon of the Wall Street analyst. 
 
The fourth characteristic was the advent of the international acquisition. Certainly, the acquisition of Standard Oil by British Petroleum for .8 billion in 1987 marked a change in the American business landscape, signaling a widening of the merger and acquisition landscape to encompass foreign buyers and foreign acquisition targets. This deal is significant not only because it involved foreign ownership of what had been considered a bedrock American company, but also because of the sheer dollar volume involved. A number of factors were involved in this event, such as the fall of the US dollar against foreign currencies (making US investments more attractive), and the evolution of the global marketplace where goods and services had become increasingly multinational in scope. 
 
The Fifth Wave
The fifth wave of acquisition and merger activity began immediately following the American economic recession of 1991 and 1992. The fifth wave is viewed by some observers as still ongoing, with the obvious interruption surrounding the tragic events September 11, 2001, and the recovery period immediately following those events. Others would say that it ended there, and after the couple of years ensuing, we are seeing the imminent rise of a sixth wave. Having no strong bias toward either view, for purposes of our discussion here I will adopt the first position. Based on the value of transactions announced over the course of the respective calendar years, the dollar volume of total mergers and acquisitions in the US in 1993 was 7.7 billion (an increase from 6.9 billion in 2002), continued to grow steadily to 4.6 billion in 1995, and expanded still further to ,073.2 billion by 2000.    
 
This group of deals differed from the previous waves in several respects, but arguably the most important difference was that the acquisitions and mergers of the 1990s were more thoughtfully orchestrated than in any previous foray. They were more strategic in nature, and better aligned with what appeared to be relatively sophisticated strategic planning on the part of the acquiring company. This characteristic seems to have solidified as a primary feature of major merger and acquisition activity, at least in the US, which is encouraging for shareholders looking for sustainable growth rather than a quick - but temporary - bump in share price. 
 
A second characteristic of the fifth wave of acquisitions and mergers is that they were typically more equity-based than debt-based in terms of their funding. In many cases, this worked out well because it relied less on leverage that required near-term repayment, enabling the new enterprise to be more careful and deliberate about the sell-off of assets in order to service debt created by the acquisition.  
 
Even in cases where both of these features were prominent aspects of the deal, however, not all have been successful. In fact, some of the biggest acquisitions have been the biggest disappointments over recent years. For example, just before the announcement of the acquisition of Time Warner by AOL, a share of AOL common stock traded for about . In January of 2005, that share of stock was worth about .50. In the Spring of 2003, the average share price was more like .50. The AOL Time Warner merger was financed with AOL stock, and when the expected synergies did not materialize, market capitalization and shareholder value both tanked. What was not foreseen was the devaluation of the AOL shares used to finance the purchase. As analyst Frank Pellegrini reported in Time's on-line edition on April 25, 2002: "Sticking out of AOL Time Warner's rather humdrum earnings report Wednesday was a very gaudy number: A one-time loss of billion. It's the largest spill of red ink, dollar for dollar, in U.S. corporate history and nearly two-thirds of the company's current stock-market value." 
The fifth wave has also become known as the wave of the "roll-up". A roll-up is a process that consolidates a fragmented industry through a series of acquisitions by comparatively large companies (typically already within that industry) called consolidators. While the most widely recognized of these roll-ups occurred in the funeral industry, office products retailers, and floral products, there were roll-ups of significant magnitude in other industries such as discrete segments of the aerospace & defense community. 
 
Finally, the fifth wave of acquisitions and mergers was the first one in which a very large percentage of the total global activity occurred outside of the United States. In 1990, the volume of transactions in the US was 1.3 billion, while the UK had .3 billion, Canada had .3 billion, and Japan represented .2 billion. By the year 2000, the tide was shifting. While the US still led with ,073 billion, the UK had escalated to 3.7 billion, Canada had grown to 0.2 billion, and Japan had reached 8.8 billion. By 2005, it was clear that participation in global merger and acquisition activity was now anyone's turf. According to barternews.com: "There was incredible growth globally in the M&A arena last year, with record-setting volume of 4.3 billion coming from the Asian-Pacific region, up 46% from 4.5 billion in 2004. In the U.S., M&A volume rose 30% from 6.2 billion in 2004. In Europe the figure was 49% higher than the 9.5 billion in 2004. Activity in Eastern Europe nearly doubled to a record 7.4 billion." 
 
The Lessons of History
Many studies have been conducted that focus on historical mergers and acquisitions, and a great deal has been published on this topic. Most of the focus of these studies has been on more contemporary transactions, probably owing to factors such as the availability of detailed information, and a presumed increase in the relevance of more recent activity. However, before sifting through the collective wisdom of the legion of more contemporary studies, I think it's important to look at least briefly to the patterns of history that are reflected earlier in this article.
 
Casting a view backward over this long history of mergers and acquisitions then, observing the relative successes and failures, and the distinctive characteristics of each wave of activity, what lessons can be learned that could improve the chances of success in future M&A activity?  Here are ten of my own observations:

Silver bullets and statistics. The successes and failures that we have reviewed through the course of this chapter reveal that virtually any type of merger or acquisition is subject to incompetence of execution, and to ultimate failure. There is no combination of market segments, management approaches, financial backing, or environmental factors that can guarantee success. While there is no "silver bullet" that can guarantee success, there are approaches, tools, and circumstances that serve to heighten or diminish the statistical probability of achieving sustainable long-term growth through an acquisition or merger. The ACL Life Cycle is fundamental. The companies who achieve sustainable growth using acquisitions and mergers as a mainstay of their business strategy are those that move deliberately through the Acquisition / Commonization / Leverage (ACL) Life Cycle. We saw evidence of that activity in the case of US Steel, Allied Chemical, and others over the course of this review. Integration failure often spells disaster. Failure to achieve enterprise-wide leverage through the commonization of fundamental business processes and their supporting systems can leave even the largest and most established companies vulnerable to defeat in the marketplace over time. We saw a number of examples of this situation, with the American Sugar Refining Company perhaps the most representative of the group. Environmental factors are critical. As we saw in our review of the first wave, factors such as the emergence of a robust transportation system and strong, resilient manufacturing processes enabled the success of many industrial mergers and acquisitions. So it was more recently with the advent of information systems and the Internet. Effective strategic planning in general, and effective due diligence specifically, should always include a thorough understanding of the business environment and market trends. Often times, acquiring executives become enamored with the acquisition target (as mentioned in our review of third wave activity), and ignore contextual issues as well as fundamental business issues that should be warning signs. Conglomeration is challenging. There were repeated examples of the challenges associated with conglomeration in our review of the history of mergers and acquisitions in the United States. While it is possible to survive - and even thrive - as a conglomerate, the odds are substantially against it. Those acquisitions and mergers that most often succeed in achieving sustainable long-term growth are the ones involving management with significant industry-specific and process-specific expertise. Remember the observation, during the course of our review of fourth wave activity, that "the most conclusive evidence that the bulk of conglomeration activity achieved through mergers and acquisitions is harmful to overall company value is the fact that so many of them are later sold or divested." Commonality holds value. Achieving significant commonality in fundamental business processes and the information systems that support them offers an opportunity for genuine synergy, and erects a substantive barrier against competitive forces in the marketplace. We saw this a number of times; Allied Chemical is especially illustrative.  Objectivity is important. As we saw in our review of the influence of investment bankers vetoing questionable deals during second wave activities, there is considerable value in the counsel of objective outsiders. A well-suited advisor will not only bring a clear head and fresh eyes to the table, but will often introduce important evaluative expertise as a result of experience with other similar transactions, both inside and outside of the industry involved. Clarity is critical. We saw the importance of clarity around the expected impacts of business decisions in our review of the application of the DuPont Model and similar tools that enabled the ascension of General Motors. Applying similar methods and tools can provide valuable insights about what financial results may be expected as the result of proposed acquisition or merger transactions. Creative accounting is a mirage. The kind of creative accounting described by another author as "finance gimmickry" in our review of third wave activity does not generate sustainable value in the enterprise, and in fact, can prove devastating to companies who use it as a basis for their merger or acquisition activity. Prudence is important when selecting financial instruments to fund M&A transactions. We observed a number of cases where inflated stock values, high-interest debt instruments, and other questionable choices resulted in tremendous devaluation in the resulting enterprise. Perhaps the most illustrative example was the recent AOL Time Warner merger described in the review of fifth wave activity.

Many of these lessons from history are closely related, and tend to reinforce one another. Together, they provide an important framework of understanding about what types of acquisitions and mergers are most likely to succeed, what methods and tools are likely to be most useful, and what actions are most likely to diminish the company's capability for sustainable growth following the M&A transaction.


Ten Important Lessons From the History of Mergers & Acquisitions

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