MANOS LEADS GIANT AFTER COHEN'S DEATH

ELLIOT ZWIEBACH Additional reporting: JAMES FALLON, FNS

LANDOVER, Md. -- Memorial services were held last week for Israel Cohen, chairman and chief executive officer of Giant Food here, who died after a 59-year career with the retailer his father co-founded.

Cohen, 83, died of complications associated with non-Hodgkin's lymphoma.

The company said its business is being carried on without interruption, with Pete L. Manos, who succeeded Cohen as president in 1992, continuing to lead the same management team. Manos was given the additional title of chief executive officer last week. However, a new chairman will not be named until a new holding company, which controls four of the seven board seats, formally meets.

It was unclear last week whether Cohen's death would provide an opening for J. Sainsbury, a London-based retailer, to acquire majority control of Giant. Although it acquired half the voting stock last year, Sainsbury controls only three of seven seats on the board, while Cohen's half of the voting stock controls four seats. A spokesman for Sainsbury in London said last week the company had no comment on the ownership of Giant beyond expressing sadness at the death of Cohen.

Voting rights to Cohen's stock were assigned to the new holding company, and a Giant spokesman declined comment last week on whether any arrangements have been made to enable Sainsbury to gain a larger stake in the company. Cohen was buried in Washington after private services. However, a memorial tribute was held in his honor last week at a banquet hall in

Greenbelt, Md. He died Nov. 22.

An obituary on Cohen appears on this page.

Under a succession plan developed by Cohen in 1984, the 125,000 shares of voting stock that he owned will be put into the new holding company, with a team of four senior officers and his sister sharing voting responsibilities but with the economic worth of the stock assigned to Cohen's heirs. The five members of the holding company will be Manos; Alvin Dobbin, senior vice president of operations; David W. Rutstein, senior vice president and general counsel; and David B. Sykes, senior vice president of finance, along with Lillian Cohen Solomon, Cohen's sister. Giant's voting stock was originally divided equally between Cohen and the family of co-founder Samuel Lehrman; Sainsbury acquired the Lehrmans' shares, plus 16% of the chain's non-voting equity, in November 1994. Gary Giblen, managing director of Smith Barney, New York, said it is likely Sainsbury will gain voting control of the company. "Izzy Cohen's demise is the last barrier for Sainsbury to complete a takeover," he told SN. "No one else in the family is active in the business, and it seems the Cohen family would want to liquidate its investment just as the Lehrmans did." Debra Levin, an analyst with Morgan Stanley, New York, expressed less certainty about the outcome. "Sainsbury certainly would like to acquire the rest of Giant's voting shares, but whether it will get the opportunity is still an open question. Sainsbury could certainly make a bid for those shares, but it's unclear if the members of the holding company will accept such a bid." Some analysts in the United Kingdom predicted Sainsbury won't be in any hurry over the next few months to gain total control of Giant, partly because it probably doesn't see the possibility of competing bids for the rest of Giant.

"Nobody else is going to come in and buy the other half, given Sainsbury's position," said Richard Hyman, chairman of retail consultants Verdict Research, London.

"Sainsbury's won't be powering in; the two companies are still building relationships," said Tony McNeary, a food retail analyst at County Natwest, London. "But I think Sainsbury's will move sooner rather than later. Expect some kind of purchase within the next 12 months."