The Taking of Getty Oil
Page 57
186–187
Gordon’s lunch with Medberry and conversations with Lasky and Cohler: from October 4, 1983, memo to file by Moses Lasky titled “Re: Sarah C. Getty Trust.”
187–188
What Lasky wrote: letter from Moses Lasky to Gordon Getty, October 1, 1983.
188
Meeting at Broadway mansion: from Lasky, October 4, 1983, memo to file.
188
Telephone conversation between Lasky and Winokur: from Winokur’s deposition testimony in For the Matter …, Volume I, pp. 195–199, and from author’s interview with Tim Cohler.
Chapter Twelve
190
Telephone conversation between Lasky and Winokur: from Lasky’s memo to file of October 4, 1983, and Winokur’s deposition testimony in For the Matter …, Volume I, pp. 203–205.
190–192
Account of board meeting: from the minutes dated October 2, 1983. Also from author’s interview with two confidential sources in attendance.
192
Second telephone conversation between Lasky and Winokur: from Lasky’s memo to file of October 4, 1983, and Winokur’s deposition testimony in For the Matter …, Volume I, pp. 203–205.
193–197
Timing of Lipton’s involvement and biographical details: from author’s interview with Martin Lipton.
197
Slept off jet lag: from author’s interview with two confidential sources.
197–200
Substance of these negotiations: from Lasky’s memo to file of October 4, 1983, and Winokur’s deposition testimony in For the Matter …, Volume II, taken January 23, 1985, pp. 217–234. As to the state of mind of Gordon’s attorneys at the conclusion of this meeting, Lasky wrote in his memo, “I stated to [Getty Oil’s] representatives that we would recommend this deal to Gordon Getty.… I think that in London, the company went as far as it could go short of allowing Gordon as trustee to become owner of a majority of the stock without any limitation on his voting power.”
200–202
Conversation between Gordon and his attorneys: from Lasky’s memo to file of October 4, 1983. “We told Gordon several times that the deal with [Getty Oil] was the best solution,” Lasky wrote.
202–203
Phone call from Cohler to Winokur: from Lasky’s memo to file of October 4, 1983, and from Winokur’s deposition testimony in For the Matter …, Volume II, pp. 234–237.
203–206
Meeting with Lipton: from Winokur’s deposition testimony in For the Matter …, Volume II, pp. 244–255.
206–208
Meeting at Claridge’s between Lasky, Lipton, Gordon, and Cohler: from Lasky’s October 13, 1983, “Supplement” to October 4, 1983, memo to file.
208–209
Reconvened meeting between Winokur, Lipton, Petersen et. al.: from Winokur’s deposition testimony in For the Matter …, Volume II, pp. 254–259.
209
Conversation between Gordon and his attorneys: from Lasky’s October 13, 1983, “Supplement” to memo to file.
Chapter Thirteen
210–211
Car ride with Treves: from deposition testimony of Dave Copley in For the Matter …, excerpted in public file, and from Copley’s deposition testimony in Pennzoil v. Texaco, taken January 18, 1984 and May 14, 1984.
211–212
Airplane trip: from author’s interview with two confidential sources.
212–213
Siegel profile: from Institutional Investor, June 1985, and author’s interviews.
213–215
Siegel’s hiring: from videotaped deposition testimony of Marty Siegel in Pennzoil v. Texaco, presented August 20, 1985; author’s interview with Tim Cohler; author’s interview with a confidential source.
215
Siegel met with Gordon: from Siegel’s videotaped deposition testimony in Pennzoil v. Texaco.
215
Telephone conversation between Cohler and Winokur: from Winokur’s deposition in For the Matter …, Volume II, pp. 270–271.
215–216
Meeting between Lipton, Boisi, and Winokur: from Winokur’s deposition testimony in For the Matter …, Volume II, pp. 262–267, 271–275.
217–218
Preliminary standstill negotiations: from author’s interviews with Marty Lipton, Tim Cohler, two confidential sources, and from Winokur’s deposition testimony in For the Matter …, Volume II, pp. 262–267.
218
Petersen flew from Bakersfield: from author’s interviews with two former Getty Oil executives.
219
“My conversations with Marty Lipton” meeting between Gordon Getty, his attorneys, and Marty Siegel: from deposition testimony of Tim Cohler in For the Matter …, excerpted in the public file.
220
Conversation between Gordon, Petersen, and Williams: from Petersen’s deposition testimony in For the Matter …, Volume II, pp. 2175–2176, and from author’s interview with Sid Petersen.
220–221
“Mr. Getty is unwilling to sign any piece of paper” and following conversation: from Winokur’s deposition testimony in For the Matter …, Volume II, pp. 289–291.
221–222
Topics of negotiation: from handwritten standstill agreement dated October 19, 1983.
222–223
Circumstances of standstill signing and conversations: from author’s interviews with Marty Lipton and Sid Petersen, and from Winokur’s deposition testimony in For the Matter …, Volume II, pp. 295–298.
Chapter Fourteen
225–226
Fee dispute between Gordon and his attorneys: from deposition testimony of Tim Cohler in For the Matter …, excerpted in the public file. Conversation between Lasky and Winokur: from Winokur’s deposition testimony in For the Matter …, Volume II, pp. 300–303.
226–227
J. Paul Jr. telephoned Gordon and Ann: from affidavit of J. Paul Getty, Jr. in public file of For the Matter.… That Paul Jr. cried: from Fortune, January 21, 1985, citing deposition testimony of Gordon Getty in For the Matter.… Letter from Paul Jr. to Gordon cited in Fortune. Letter from Caroline Getty to Gordon Getty, October 21, 1983.
227
“Since the trust has so much money already” conversation: from Fortune, January 21, 1985, citing Gordon Getty’s deposition testimony in For the Matter.…
227–229
Letter from Gordon Getty to Caroline Getty, J. Paul Getty, Jr., et al., November 1, 1983. Letter from Gordon Getty to J. Paul Getty, Jr., November 3, 1983.
230
Paul Jr.’s interest in lawsuit: from excerpted deposition testimony of Paul Jr. and Vanni Treves in public file of For the Matter.… Telephone conversations between Lasky and Copley and then Lasky and Winokur: from Winokur’s deposition testimony in For the Matter …, Volume II, pp. 312–313.
231
Mark Getty’s meeting with Vanni Treves: from affidavit of Mark Getty in public file of For the Matter.…
232–235
This account of the November 11, 1983, board meeting is from the minutes; deposition testimony of Dave Copley in Pennzoil v. Texaco; deposition testimony of Sid Petersen in Pennzoil v. Texaco, presented July 30, 1985; testimony of Geoff Boisi in Pennzoil v. Texaco, August 2, 1985; and, as cited in the text, from author’s interviews with three confidential sources.
235
Scene of filing: from Hufstedler deposition testimony in For the Matter …, excerpted in public file and from memorandum prepared by Lasky, Haas law firm.
235–236
Lipton’s reaction and telephone conversations: from consent agreement signed by Williams and Gordon Getty and dated December 5, 1983; deposition testimony of Bart Winokur in For the Matter …, Volume II, pp. 315–317; author’s interviews with Marty Lipton and two confidential sources.
237
Directors recruited by Ann: from author’s interview with Gordon Getty.
237
Williams furious: deposi
tion testimony of Harold Williams in Pennzoil v. Texaco, presented November 1, 1985; deposition testimony of Bart Winokur in For the Matter …, Volume II, pp. 325–330.
237
Gordon still composing: from author’s interview with Gordon Getty.
238–239
Consent signing: from testimony of Martin Lipton in Pennzoil v. Texaco, October 17, 1985; deposition testimony of Harold Williams in Pennzoil v. Texaco, presented November I, 1985; consent agreement signed by Harold Williams and Gordon Getty and dated December 5, 1983.
Chapter Fifteen
243–249
Profile of Liedtke and Pennzoil: from testimony of Hugh Liedtke in Pennzoil v. Texaco, August 26, 1985; testimony of Baine Ken in Pennzoil v. Texaco, July 18, 19, and 22, 1985; Business Week, December 7, 1986; author’s interviews with Baine Kerr, Joe Jamail, Irv Terrell, and John Jeffers.
249
Liedtke read New York Times article: from testimony of Hugh Liedtke in Pennzoil v. Texaco, August 27, 1985.
249–250
Early planning meetings, and “I don’t want anything with $120 on it walking around” conversations: from deposition testimony of Clifton Fridge in Pennzoil v. Texaco, presented August 21, 1985, and from testimony of Hugh Liedtke in Pennzoil v. Texaco, August 26, 1985.
250–252
Meeting with Glanville: from Glanville’s deposition testimony in Pennzoil v. Texaco, taken August 2, 1984. “Getty Oil’s troubles began”: from Hugh Liedtke’s testimony in Pennzoil v. Texaco, September 4, 1985.
253–255
December 19 board-meeting description and conversation: from testimony of Hugh Liedtke in Pennzoil v. Texaco, August 26, 27, and September 4, 1985; testimony of Baine Kerr in Pennzoil v. Texaco, July 18, 1985; minutes dated December 19, 1983.
Chapter Sixteen
256
What Gordon believed about hostile takeovers: from author’s interview with Gordon Getty.
256–257
Gordon’s reaction to Pennzoil bid, and what he knew about Pennzoil: from Gordon Getty’s deposition testimony in Pennzoil v. Texaco, presented August 22, 1985. “I remember that he thought the Pennzoil tender was a very helpful and promising development,” Gordon testified. “… I agreed with him.”
257–258
Conversation between Gordon and Marty Siegel: from deposition testimony of Marty Siegel in Pennzoil v. Texaco, presented August 19, 1985, and deposition testimony of Gordon Getty in that case, presented August 22, 1985.
258–260
Glanville background, meetings between Glanville and Lipton, telephone conversation between Glanville and Williams: from deposition testimony of James Glanville in Pennzoil v. Texaco, taken August 2, 1984, and testimony of Martin Lipton in Pennzoil v. Texaco, October 17, 1985.
260–261
Liedtke conversation with Gordon: from testimony of Hugh Liedtke in Pennzoil v. Texaco, August 26 and 27, 1985. Liedtke’s call to Berg: from Liedtke’s testimony of September 6, 1985. Berg’s call to Copley: from author’s interview with Harold Berg. Stuart’s call to Bill Liedtke: from Hugh Liedtke’s testimony, August 26, 1985.
261
Boisi said $100 per share would lead to full subscription: from deposition testimony, of Sid Petersen in Pennzoil v. Texaco, presented July 30, 1985.
262
Attempt to negotiate a unified front: from Petersen’s deposition testimony, ibid.
262–263
Perspective of Lasky firm lawyers after filling of beneficiaries’ lawsuit: from author’s interview with Tim Cohler and two confidential sources familiar with the thinking of his partners.
263–264
Meeting between Gordon and Williams at Broadway mansion: from deposition testimony of Gordon Getty in Pennzoil v. Texaco, presented August 22, 1985; deposition testimony of Harold Williams in Pennzoil v. Texaco, presented November 1, 1985; testimony of Martin Lipton in Pennzoil v. Texaco, October 17, 1985.
264–265
Progress of negotiations: from handwritten notes of Dave Copley produced in For the Matter …, beginning “The following is based on the discussion among Boisi, Galant, O’Donnell, and Winokur, and Lipton and Vlahakis on the afternoon of December 28, 1983.…”
265
Gordon flew to New York: from deposition testimony of Tim Cohler in Pennzoil v. Texaco, presented August 1, 1985.
266–269
Meeting between Siegel, Glanville, Liman, Cohler, and Woodhouse: from deposition testimony of Marty Siegel in Pennzoil v. Texaco, presented August 19, 1985; deposition testimony of James Glanville in Pennzoil v. Texaco, taken August 2, 1984; testimony of Arthur Liman in Pennzoil v. Texaco, August 5, 1985. Telephone conversations with Liedtke: testimony of Siegel, Glanville, Liman, and testimony of Hugh Liedtke, August 26, 1985. Liedtke’s conversations with Sarofim: Ibid.
269–271
Saturday meeting at Wachtell offices: from testimony of Bart Winokur in Pennzoil v. Texaco, September 27, 1985; deposition testimony of Stuart Katz in Pennzoil v. Texaco, presented October 31, 1985; handwritten notes of Dave Copley dated December 31, 1983.
271–272
Gordon’s nomination of directors: from deposition testimony of Marty Siegel, op. cit.; author’s interview with Gordon Getty; author’s interview with investor Warren Buffett.
272–273
Saturday meeting: from Winokur and Katz testimony, Copley notes, op. cit., and testimony of Laurence Tisch in Pennzoil v. Texaco, November 4, 1985. Call from Siegel to Glanville: from testimony of Hugh Liedtke, August 26, 1985.
Chapter Seventeen
274
An eerie scene: from Liedtke’s testimony in Pennzoil v. Texaco, August 26, 1985. Arrival of Kerr, Barber, and Goodrum from testimony of Baine Kerr, July 18, 1985.
275
Conversation at the Waldorf: from testimony of Liedtke and Kerr, ibid., and testimony of Arthur Liman in Pennzoil v. Texaco, August 5, 1985.
276–280
Meeting between Hugh Liedtke, Gordon Getty et al. at the Pierre: from testimony of Liedtke and Kerr, op. cit.; deposition testimony of Marty Siegel in Pennzoil v. Texaco, August 19, 1985; deposition testimony of Gordon Getty in Pennzoil v. Texaco, August 22, 1985.
280–283
Conversations at Lipton’s New Year’s Day party; phone talks between Liman, Glanville, and Lipton; and conversations among Liedtke and his advisors at the Waldorf concerning Lipton’s reliability come primarily from testimony of Arthur Liman in Pennzoil v. Texaco, August 5, 1985. Also from Lipton’s testimony of October 17, 1985 and Liedtke and Kerr’s testimony, op. cit.
284
Monday meeting at Wachtell, Lipton offices: from Pennzoil v. Texaco deposition testimony of Petersen; Winokur trial testimony, September 19 and 27, 1985; deposition testimony of Patricia Vlahakis in Pennzoil v. Texaco, presented September 24, 1985; and from author’s interviews with two confidential sources. What Cohler told Petersen is from Petersen’s deposition testimony.
284
“You know we think that’s inadequate” conversation: from testimony of Bart Winokur in Pennzoil v. Texaco, September 19, 1985.
285–286
Waldorf meeting between Glanville, Barber, Winokur, Boisi, and Galant: from Winokur testimony, ibid.; testimony of Geoff Boisi in Pennzoil v. Texaco, October 9, 1985; and deposition testimony of James Glanville in Pennzoil v. Texaco, taken August 2, 1984.
Chapter Eighteen
288
Seating arrangements at board meeting: from testimony of Martin Lipton in Pennzoil v. Texaco, October 17, 1985; deposition testimony of Dave Copley in Pennzoil v. Texaco, taken May 14, 1984; author’s interview with Harold Stuart.
289
Circumstances of Williams’ signing memo of agreement: from deposition testimony of Patricia Vlahakis in Pennzoil v. Texaco, presented September 24, 1985; testimony of Martin Lipton, October 17, 1985.
289–290
This and following accounts of the full Getty Oil board proceedings inside Sutton Room II—as oppo
sed to various caucuses and private discussions that took place during recesses of the official meeting—are from the so-called “Copley Notes” produced in Pennzoil v. Texaco. During the board meeting, Getty Oil general counsel Dave Copley took detailed, handwritten notes of the discussion, recording the comments of the directors and advisors in sequence. Soon after the two-day meeting was concluded, Copley typed his notes into a word-processing system at the New York offices of Dechert Price & Rhoads. According to the testimony of Copley and a Dechert Price attorney who helped him arrange for word-processing services, Copley’s original notes were then revised twice before a final version was produced. Copley testified that the changes he made were merely cosmetic, involving spelling, grammar, and the imposition of legalistic, business-speak language to summarize portions of the raw transcript. The final version is full of polite euphemisms, along the lines of “Mr. Getty indicated that Mr. Wendt was incorrect,” when one imagines that perhaps Mr. Getty told Mr. Wendt to go stuff himself. We will never know—Copley destroyed the original handwritten notes. As to the substance of the dialogue recorded in the final version of the Copley Notes—the “sanitized” version, as Pennzoil’s attorneys liked to call it—a variety of those present at the meeting later testified that the notes were remarkably accurate. In a few cases, where Copley’s final version did purport to record the exact words spoken, participants at the meeting disagreed with the precise language attributed to them, but testified that the words were accurate in substance. In any event, I have relied in large part on the precise language set down in the final version of Copley’s notes for much of the dialogue in Chapters Eighteen and Nineteen, substituting synonyms only occasionally, when Copley’s euphemisms seem entirely unbelievable. For example, if Copley’s “sanitized” notes are to be believed, none of the participants ever uttered the word “deal” during the entire twenty-five-hour meeting; instead, they always said “transaction.” I find this implausible, and so have occasionally substituted “deal” into the dialogue. This is not an attempt to comment on the legal implications of the “transactions” under discussion, but is rather an innocuous—I think—effort to restore some semblance of reality to Copley’s language.
In interviews and in testimony, those present at the Inter-Continental Hotel on January 2 and 3 later recalled conversations and exchanges not recorded in the Copley Notes. Most of these conversations were not recorded because they took place outside of Sutton Room II, during recesses, when the board was not officially in session. A few exchanges reliably testified to but not recorded in the Copley Notes did take place during the official meeting. It seems clear that they were not recorded, or did not survive word-processing, because the words were profane and angry, although it may also be that Copley simply did not hear everything that was said.