The Taking of Getty Oil
Page 56
33–34
What bothered Gordon: from author’s interview with Gordon Getty.
34
“Those of us in management” conversation: from Petersen’s deposition testimony in For the Matter of the Declaration of the Trust of Sarah C. Getty Dated December 31, 1934, civil action P685566, Los Angeles County Superior Court. The conversation is recounted in Volume I of Petersen’s deposition, pp. 1910–1912, taken September 24, 1984. Gordon’s comments concerning “forty percent is forty percent” are from author’s interview with Gordon Getty.
35
What Copley felt: from confidential interviews by the author with two sources familiar with Copley’s thinking.
36–37
Meeting with Copley, Lasky, and Cohler: from Copley’s deposition testimony in For the Matter.… The meeting is described in Volume VIII of Copley’s deposition, pp. 1523–1528, taken September 19, 1984. Tone of the conversation is from author’s interview with Tim Cohler.
37–39
Dinner meeting between Petersen, Lasky, and Cohler: from Petersen’s deposition testimony in For the Matter …, Volume I, pp. 1901–1906. Also from author’s interview with Tim Cohler.
39–40
Change in committee assignments: from author’s interviews with Sid Petersen and Norman Topping.
40–42
Gordon’s investigation of Getty Oil: from author’s interviews with Gordon Getty, Sid Petersen, Norman Topping, and confidential interviews with former Getty Oil executives.
42–44
July conversation in Texas: from Petersen deposition in For the Matter …, Volume I, pp. 1916–1917, and from author’s interview with Sid Petersen.
44
“Classic case of the paranoia of the rich”: Wendt remarks from exhibit 169 to Petersen deposition in For the Matter …, Petersen’s handwritten notes from July 1982. Notes and testimony in Volume II of the deposition, pp. 2019–2026.
Chapter Four
46–50
Phoenix cab ride: conversation recounted in Petersen’s deposition in For the Matter …, Volume I, pp. 1919–1920. Also from author’s interview with Sid Petersen.
50
Gordon Getty said later: from author’s interview with Gordon Getty.
50–51
Valuations of Getty Oil: letter from Fayez Sarofim to Harold Williams, August 26, 1981. Analyst report from Hamershlag Kempner & Co. to Harold Williams, May 18, 1982.
52–55
Pickens’ critique: from author’s interview with T. Boone Pickens, Jr. Cogent explanation of royalty trusts in Fortune, December 26, 1983.
55–56
Portrait of Evey: from author’s confidential interviews with former Getty Oil executives and directors.
56–58
What Petersen thought: from author’s interview with Sid Petersen.
58
Cullen fortune and family history: Wall Street Journal, September 2, 1983.
59
Telephone conversation with Medberry: from Petersen’s deposition in For the Matter …, Volume II, pp. 2040–2042.
59
Robertson’s proposal: “Confidential Presentation to …” document, 18 pages, dated October 14, 1982, produced from the files of Corbin J. Robertson in For the Matter.…
60–61
Telephone conference call: from Petersen’s handwritten notes of October 21, 1982, produced as exhibit 171 to Petersen’s deposition in For the Matter.… Notes and testimony in Volume II of the deposition pp. 2037–2040.
63
“I have completed a review”: from Getty Oil Memo from C. Steadman Garber to Sid Petersen, August 18, 1982.
64–65
Early royalty trust studies: from author’s interviews with Tim Cohler, Sid Petersen, Gordon Getty, and former Getty Oil executives.
Chapter Five
67–68
December 23 meeting: from author’s interviews with Tim Cohler and Sid Petersen. Letter from Gordon Getty to Sid Petersen, December 24, 1982.
69–70
What Petersen thought: from Petersen’s deposition testimony, op. cit., and author’s interview with Sid Petersen.
70–71
Winokur’s biography: from Winokur’s deposition in For the Matter …, Volume I, pp. 5–7, and from author’s interviews with three confidential sources close to Winokur.
71–72
Hays & Landsman merger with Dechert Price, and Winokur’s rise: from author’s interviews with three confidential sources close to Winokur. “You don’t need to be here” conversation: from a confidential source.
73
Ivy League swagger: from author’s interviews with former Getty Oil executives.
73
Meeting in Petersen’s office: from deposition testimony of Dave Copley in For the Matter …, taken November 29, 1983, pp. 429–430.
74–76
“I called Corbin” conversation: from handwritten notes of Sid Peteren, January 6, 1983, produced as exhibit 174 to Petersen’s deposition in For the Matter.… Notes and testimony about the conversation in Volume II of the deposition, pp. 2055–2072.
77
Arrival at Bonaventure: from author’s interview with Tim Cohler. What Cohler thought is also from author’s interview with Cohler.
77–83
Despite significant differences of opinion over its tone, accounts of the substance of the Bonaventure meeting provided by the participants in interviews with the author and deposition testimony are in accord. The dialogue recorded here is extracted from the following sources: author’s interview with Sid Petersen; author’s interview with Gordon Getty; author’s interview with Tim Cohler; deposition testimony of Sid Petersen in For the Matter …, Volume I, pp. 1952–1960; deposition of Dave Copley in For the Matter …, Volume IX, pp. 1651–1661; deposition testimony of Bart Winokur in For the Matter …, Volume I, pp. 20–43.
83–84
“During our conversation”: letter from Gordon Getty to Corbin J. Robertson, January 12, 1983.
84–86
“I take this opportunity”: letter from Moses Lasky to Gordon Getty, dated January 16, 1983.
86
Business was a matter of intuition: from author’s interview with Gordon Getty.
Chapter Six
89
The Georgettes contacted Petersen: from author’s interview with Sid Petersen. Petersen’s view of the Bonaventure meeting as a turning point and as the impetus for an examination of the trust document from his deposition testimony in For the Matter …, Volume I, pp. 1955–1960.
90–91
January 20 meeting with Landry: from excerpted deposition testimony of Dave Copley in public file of For the Matter …, Los Angeles County Superior Court.
91
Petersen’s phone call to Flamson: from Petersen’s handwritten notes of February 2, 1983, produced as exhibit 180 to his deposition in For the Matter.… Notes and testimony about the call in Petersen’s deposition, Volume II, pp. 2100–2105.
92–94
February 9 meeting with Security Pacific executives: from excerpted Copley deposition testimony in public file, op. cit.
95
Contact with Bank of America: ibid.
95–96
J. Paul Jr.’s hospital stay: from affidavit of his London physician in For the Matter …, public file.
96–97
J. Paul Jr.’s biography: from The Great Getty and The House of Getty. “I am proud of my little family”: from J. Paul Getty, As I See It: The Autobiography of J. Paul Getty (Englewood Cliffs, N.J., 1976), pp. 130–131. “A tie-dyed velvet outfit”: cited by Lenzner, The Great Getty, p. 157.
97–98
What Petersen believed about remaindermen: from author’s interview with Sid Petersen.
98–100
Copley’s trip to London: from excerpted Copley deposition testimony in public life, op. cit.
Chapter Seven
101
What Gordon Gett
y concluded about Petersen and Winokur: from author’s interview with Gordon Getty.
102
“And he isn’t much good at that”: remark from Petersen’s deposition in For the Matter …, Volume I, p. 1962.
102
Gordon’s thinking about hiring an investment banker: from author’s interview with Tim Cohler.
103–104
Management concern about investment banker: from deposition testimony of Bart Winokur in For the Matter …, Volume I, pp. 43–49; author’s interview with Sid Petersen.
104–105
Goldman, Sachs profile: Business Week, November 22, 1976; Institutional Investor, November 1984; Wall Street Journal, December 3, 1982.
105–106
First meeting with Goldman recounted in Winokur deposition testimony in For the Matter …, Volume I, pp. 49–59.
106–107
Finance men’s attitude toward Goldman: from author’s interviews with former Getty Oil executives.
107–109
Meeting between Whitehead, Petersen, and Gordon Getty in San Francisco and subsequent conversation in limousine: from Petersen’s handwritten notes of March 18, 1983, produced as exhibit 183 to Petersen’s deposition in For the Matter.… Notes and testimony in deposition, Volume II, pp. 2112–2125. Under questioning, Petersen explained the tenor of his conversation with Whitehead in the limo: “By the time they listened to Gordon Getty talk for two hours—by the time anybody listens to Gordon Getty talk for two hours—they come away with the idea that any corporation that he might be responsible for or in charge of has a problem.”
109–111
Wulff reports: “Oil and Gas Valuation” Donaldson, Lufkin & Jenrette, dated February 1, 1983, and “Research Bulletin,” also dated February 1, 1983.
111
“Going after a puppy”: from author’s interview with Boone Pickens.
111–113
Pickens profile: from author’s interview with Boone Pickens. Also from Fortune, December 26, 1983.
113–114
Pickens’ phone call to Gordon Getty and Beverly Wilshire meeting: from author’s interview with Boone Pickens. Also from author’s interview with Mesa executive David Batchelder.
115
Pickens’ proposal: ibid. Also, author’s interviews with Sid Petersen and former Getty Oil executives.
115–116
Pickens wrote to Petersen: letter from Boone Pickens to Sid Petersen, dated June 3, 1983.
116–118
Century Plaza meeting: from author’s interviews with Boone Pickens, Sid Petersen, David Batchelder, and former Getty Oil executives.
Chapter Eight
119
Golden parachutes: Petersen’s employment contract, dated May 16, 1983, 20 pages, provided for an annual salary of $565,000, plus benefits and termination pay in the event of a change in control at Getty Oil.
120
April 27 meeting with Isaacs: from excerpted deposition testimony of Dave Copley in For the Matter …, op. cit.
121–126
April 28 meeting with Security Pacific officials, and subsequent conversations between Nutten and Warren, Nutten and Gother, and among Nutten, Copley, Winokur, and O’Melveny & Meyers attorneys: all from deposition testimony of Wesley Nutten, III, taken November 29, 1983, in For the Matter … and excerpted in the public file of that case. Nutten’s account is corroborated by deposition testimony of Dave Copley.
126–127
Meetings with Hufstedler: from deposition testimony of Seth Hufstedler, taken November 28, 1983, in For the Matter … and excerpted in the public file of the case. Also from deposition testimony of Wesley Nutten, op. cit.
127–128
Meeting with Isaacs from excerpted deposition testimony of Wesley Nutten in For the Matter …, op. cit.
129–130
Petersen’s thinking in early summer of 1983: from author’s interviews with Sid Petersen, former Getty Oil executives, and a confidential source familiar with Petersen’s thinking.
130–131
“Of course, it was a challenge for me” quote: from author’s interview with Gordon Getty.
Chapter Nine
135
Getty Oil directors not informed: from author’s interviews with Sid Petersen and former Getty Oil board members. Corroborated by minutes of the company’s July board meeting.
137
Petersen felt ambivalent: from author’s interviews with Sid Petersen and a confidential source familiar with Petersen’s thinking.
138–141
Origin of the LBO takeover idea, what Gordon told Cohler, and Cohler’s call to Petersen: from author’s interview with Tim Cohler. Concern about board-meeting vote corroborated in deposition testimony of Bart Winokur in For the Matter …, Volume I, pp. 96–98.
141
Petersen suspicious of Williams: from videotaped testimony of Sid Petersen in Pennzoil v. Texaco, presented July 30, 1985. Also from author’s interview with Sid Petersen.
141
Williams’ enigmatic tenure as SEC chairman: Dun’s Review, 1979; Wall Street Journal, November 20, 1978.
141–142
“I met with Harold last week” conversation: from author’s interview with Tim Cohler.
143
Gordon’s objections to “black books”: from author’s interview with Tim Cohler and Winokur’s deposition testimony in For the Matter …, Volume I, pp. 92–96. Cohler and Woodhouse meet with Williams: from author’s interview with Tim Cohler.
143–147
This account of the board meeting is taken directly from the minutes, dated July 8, 1983. It accords with the recollections of participants.
147–149
The impolite comments here, including Medberry’s “You mean we spent …” and Teets’ exchange with Gordon about “maximizing values” are not recorded in the minutes, but were attested to in the author’s interviews with Sid Petersen, three confidential sources in attendance at the meeting, and are referred to in Winokur’s deposition testimony in For the Matter …, Volume I, pp. 102–105.
150
Gordon’s conversation with Petersen immediately after the board meeting: from author’s interview with Sid Petersen and from Petersen’s deposition testimony in For the Matter …, Volume I, p. 1968.
Chapter Ten
152–154
Meeting between Cohler, Woodhouse, and Williams, and subsequent meeting between Cohler, Williams, and Gordon Getty: from author’s interview with Tim Cohler.
154
Conversation between Cohler and Winokur: from author’s interview with Tim Cohler and deposition testimony of Winokur in For the Matter …, Volume I, pp. 105–112. Winokur testified that in addition to requesting a study by Goldman, Sachs, Cohler remarked that Williams “had stated that it was inconceivable to him that he would ever be a minority shareholder in a company when Mr. Getty was the majority shareholder.”
155–156
Biographical details about Boisi: from his testimony in Pennzoil v. Texaco, October 9, 1985.
156–157
Getty Oil career managers’ feelings about Winokur, Boisi, and Cohler: from author’s confidential interviews with former company executives.
157–162
This account of the July 20 meeting is from author’s interview with Tim Cohler and from Winokur’s deposition testimony in For the Matter …, Volume I, pp. 126–144. One substantive discrepancy in their recollections: Cohler recalled that Winokur raised the idea of a stock buy-back that would put Gordon Getty in a majority position, while Winokur testified that Cohler wanted to discuss the topic.
162–164
Conversation between Cohler and Boisi: from author’s interviews with Tim Cohler and Geoff Boisi.
165–168
Dialogue here is primarily from author’s interview with Tim Cohler, but also from Winokur’s deposition testimony in For the Matter …, Volume I, pp. 142–148. Winokur’s testimony corroborates the substanc
e of the discussion as recollected by Cohler.
Chapter Eleven
170
Petersen’s thoughts about the Getty Oil “family:” from author’s interviews with Sid Petersen and a confidential source familiar with Petersen’s thinking.
170–175
The substance and sequence of these conversations were confirmed by three sources: author’s interview with Tim Cohler; deposition testimony of Sid Petersen in For the Matter …, Volume I, pp. 1973–1977; and deposition testimony of Bart Winokur in For the Matter …, Volume I, pp. 149–169. Dialogue was extracted from all three sources, as well as from handwritten notes of Sid Petersen produced as exhibit 188 to Petersen’s deposition, Volume II, pp. 2153–2155. Goldman’s valuation of Getty Oil at $120 confirmed in testimony of Henry Wendt in Pennzoil v. Texaco trial transcript, October 15, 1985, p. 17343.
175–176
Conversation between Cohler, Gordon Getty, and Lasky: from author’s interview with Tim Cohler.
176
Second meeting between Petersen, Winokur, Copley, Cohler, and Lasky: from author’s interview with Tim Cohler; deposition testimony of Bart Winokur in For the Matter …, Volume I, pp. 170–173; and Petersen’s deposition testimony in For the Matter …, Volume I, pp. 1978–1979.
176–178
Conversations between Cohler and Copley, and subsequently between Cohler and Winokur: from author’s interview with Tim Cohler. Substance of Cohler’s conversation with Copley confirmed in deposition testimony of Sid Petersen in For the Matter …, Volume I, p. 1991.
179–182
Pebble Beach board meeting description: from deposition testimony of Sid Petersen in For the Matter …, Volume I, pp. 1986–1988; Petersen deposition testimony, Volume II, pp. 2156–2164; author’s interview with Sid Petersen; author’s interview with a confidential source present at the meeting; testimony of Henry Wendt in Pennzoil v. Texaco on October 29, 1985; and Winokur deposition testimony in For the Matter …, Volume I, pp. 179–181.
182–185
Telephone call from Winokur to Lasky: from author’s interview with a confidential source. September 18 meeting in Philadelphia: from author’s interview with Tim Cohler and Winokur’s deposition testimony in For the Matter …, Volume I, pp. 179–189.