by Coll, Steve;
421–422
“Well, George Getty died in 1973?” exchange: from Pennzoil v. Texaco trial transcript, September 5, 1985.
422
“Here you are on the sixth of January” exchange: from Pennzoil v. Texaco trial transcript, September 9, 1985.
422–423
Zipper incident: from author’s interviews with Dick Miller, Joe Jamail, and Theresa Ladig. Courtroom dialogue: from Pennzoil v. Texaco trial transcript, September 5, 1985.
425
“Would it be fair to say” exchange: from Pennzoil v. Texaco trial transcript, August 23, 1985.
425
That was how Gordon himself privately viewed his involvement: from author’s interview with Gordon Getty.
Chapter Twenty-eight
426
Texaco’s executives said they anticipated subpoena: from author’s interviews with John McKinley and William Weitzel.
427
Pennzoil attorneys expected DeCrane to be first Texaco witness: from author’s interviews with Joe Jamail, John Jeffers, and Irv Terrell.
428
Miller said that decisions reflected a consensus and that he did not care for consensus: from author’s interview with Dick Miller. Texaco executives isolated from Miller by layers of hierarchy: from author’s interviews with McKinley, DeCrane, Weitzel, and Kinnear. It should be noted that at the time of these latter interviews, Texaco’s executives and directors were facing lawsuits by company shareholders alleging that Texaco had mismanaged the Pennzoil v. Texaco litigation. Thus, it is hardly surprising that Texaco’s executives would claim that they left all of the important decisions to their lawyers. One former Texaco manager involved with the case claimed in an interview with the author that McKinley et al. were intimately involved in “micro-management” of the case and did not cede the important decisions to their attorneys. This manager was not part of the Texaco executives’ inner circle, however.
428
Miller told Petersen he would be the first witness: from author’s interview with Sid Petersen.
428–429
Miller discounted notion that DeCrane should go first: from author’s interview with Dick Miller.
429
Petersen was disappointed: from author’s interview with Sid Petersen.
430–431
Winokur testimony: from Pennzoil v. Texaco trial transcript, September 19, 1985.
432
Winokur-Terrell exchange and Nickens’ objection: ibid.
433–434
Miller’s argument with Farris: ibid.
434–435
Farris’ Yom Kippur remarks: from Pennzoil v. Texaco trial transcript, September 20, 1985.
Chapter Twenty-nine
436
Miller was personally enamored of Boisi: from author’s interview with Dick Miller.
437–438
Terrell felt that Boisi was vulnerable: from author’s interview with Irv Terrell.
438
Boisi-Terrell exchange: from Pennzoil v. Texas trial transcript, October 9, 1985.
439–440
Boisi cross-examination: from Pennzoil v. Texaco trial transcript, October 10, 1985.
441
Debate over whether to call Lipton: from author’s interviews with Dick Miller and William Weitzel. “They set us up” and “It became impractical not to put him on” quotes: from author’s interview with Dick Miller.
442
“Was not directed to him as a person” quote: from author’s interview with John Jeffers. Jamail’s bet: from author’s interview with Joe Jamail.
443–445
Jamail’s cross-examination of Lipton: from Pennzoil v. Texaco trial transcript, October 17, 1985.
445–446
Jamail sensed that Lipton was uncharacteristically afraid: from author’s interview with Joe Jamail. Exchanges following: from trial transcript, October 17, 1985.
447
Miller accepted that it had not gone well: from author’s interview with Dick Miller.
Chapter Thirty
449
Tisch exchange with Jamail: from Pennzoil v. Texaco trial transcript, November 4, 1985.
449–450
Miller felt he was battling judge and sometimes his own client: from author’s interview with Dick Miller. That Miller continued to express optimism: from author’s interviews with John McKinley, William Weitzel, and Al DeCrane.
450
Miller met with Texaco board, and what he told them: from author’s interview with William Weitzel.
451
Now Pennzoil attorneys were not so worried about DeCrane: from author’s interviews with John Jeffers and Irv Terrell.
451
Views of Weitzel’s eruption under cross-examination: from author’s interviews with William Weitzel, John Jeffers, and Irv Terrell.
451–452
Closing trial colloquy: from Pennzoil v. Texaco trial transcript November 12, 1985.
453–455
Arguments about the charge, and quotes: from trial transcript November 13, 1985.
455–456
Decision not to put on damage testimony: from author’s interviews with Dick Miller, John McKinley, and William Weitzel. “The advice we got” quote: from author’s interview with John McKinley.
456–457
“Their contract was to obtain stock” argument: from Pennzoil v. Texaco trial transcript, November 13, 1985.
457
Scene at the Four Seasons: from author’s interviews with John McKinley and James Kinnear.
457–458
“You’re going to be able to do something” and following quotes: from Pennzoil v. Texaco trial transcript, November 14, 1985.
458
What Terrell thought about Miller: from author’s interview with Irv Terrell.
459
Quotes from Miller’s argument: from trial transcript, November 14 and 15, 1985.
460–461
Quotes from Jamail’s argument: from trial transcript, November 15, 1985.
Chapter Thirty-one
462–467
This account of the jury’s deliberations, and all quotes attributed to the jurors are from author’s interviews with Jim Shannon, Richard Lawler, and Theresa Ladig. Some portions were confirmed by author’s interviews with John Jeffers, Irv Terrell, and Dick Miller, who conducted interviews of their own with the jurors.
468
Casseb’s response to the first note: from the jurors; and courtroom colloquy over the second note: from Pennzoil v. Texaco trial transcript, November 18, 1985.
468–469
That Miller changed his mind overnight, and discussion with Casseb: from trial transcript, November 19, 1985.
469
Final deliberations, and feelings of the jurors as they returned to courtroom: from author’s interviews with Jim Shannon, Richard Lawler, and Theresa Ladig.
470–71
Courtroom scene and exchanges: from trial transcript, November 19, 1985, and author’s interviews with Jim Shannon, Richard Lawler, Theresa Ladig, John Jeffers, Joe Jamail, Irv Terrell, Dick Miller, and James Kinnear.
Chapter Thirty-two
473
“Fortune 500 exception to federalism”: from author’s notes taken at Supreme Court argument.
473–474
Settlement talks: from author’s interviews with Baine Kerr and John McKinley; Wall Street Journal, daily coverage in December 1985 and January 1986.
475
Reasons for Kinnear’s selection: from author’s interview with William Weitzel.
476
“I have no feeling on that score” and following quote: from author’s interview with Gordon Getty.
477
Testimony of Martin Lipton before a subcommittee of the House of Representatives’ banking committee, April 3, 1985.
INDEX
Algeria, 42
All-American Wildcatters Club, 247
Allen,
Velinda, 466
Allison, Graham, 237, 297, 299
Amoco, 333
antitrust suits, 383
Bailey, Ralph, 341–342
Baker & Botts, 115, 116, 118, 249, 325, 333, 388, 398
as corporate lawsuit specialists, 386–387
Jamail and, 385
Liedtke and, 382–383
Miller in, 401–403
Bank of America, 59, 95, 121, 122, 123, 128, 137, 173, 235
Barber, Perry, 249, 274, 275, 382, 403
Barker, Peter, 145
Barrow, Thomas, 455–456, 467
Bass, Sid, 43–44, 57
Berg, Harold, 32, 41, 112, 137, 139, 179, 232–233, 298, 299, 428
Big Oil, 335–336
Bland, Duane, 61, 64, 65, 67, 69, 77
Bleak House (Dickens), 476
Blyth Eastman, 137
Boesky, Ivan, 478–479
Boies, David, 475
Boisi, Geoff, 154–159, 167, 168, 170–171, 178, 179, 180, 183, 184, 375
agreement in principle and, 330, 331
background of, 156
at emergency takeover directors meeting, 288, 289, 293, 295–296, 298, 300, 309–312, 317
in London meetings, 193, 197–209
on merger shopping, 314, 331–332
Pennzoil takeover attempt and, 261–263, 265
Pennzoil v. Texaco testimony by, 436–441
in self-tender proposal, 269–273
in standstill agreement, 215–224
in takeover press release preparation, 324
Tara Getty’s lawsuit and, 235–236
in tender offer discussion, 163–164
in Texaco contact, 312–314, 331–332, 340–341, 342
Boothby, Willard, 137
Bristow, Daryl, 403
Brobeck, Phleger & Harrison, 25
Brown, Richard, 403, 423
Bryant, Paul “Bear,” 338
Bush, George, 245, 418
Carter, Jimmy, 139
Cary, Frank, 355
Casseb, Solomon, 448–449, 452–457, 463, 464, 467–470
CBS Inc., 271
Chazen, Laurence, 225
Chevron, 314, 332, 345, 350, 354, 357, 398
CNA insurance company, 196, 272
Cohler, Charles “Tim,” 25, 28, 64, 266, 284, 358
background of, 157
in Bonaventure meeting, 77–83
at emergency takeover directors meeting, 288, 295, 297, 298, 306
in handcuffs issue, 165–166
in “in play” discussion, 163–164
in July directors meeting, 138, 148
LBO proposal and, 140–143, 152–168
in Liedtke/Getty summit, 276, 278
in London meetings, 198–209
in management reorganization meeting, 35–40
Siegel and, 213–215
in supermajority plan, 172–178
in Texaco agreement, 367
Winokur’s neutralization proposal and, 184–185
Congress, U.S., 383, 384
Connally, John, 244
Conoco, 341–342, 345
Copley, Ralph David, 27, 28, 230, 288
in Bonaventure meeting, 77–83
confirmation suit filed by, 373–374
golden parachute proposed for, 119
Goldman study and, 102–104
in guardian ad litem plan, 122, 126–129
Hays and, 9, 35–36
in Isaacs cotrustee discussions, 120–121
in London meetings, 198–209
in management reorganization meeting, 35–40
Pennzoil takeover and, 265–266
in Pickens takeover meeting, 116
in sole trusteeship challenge, 89, 90–100
in supermajority plan, 171–178
in takeover press release preparation, 324, 325, 329
Winokur and, 72, 73
Cravath, Swaine & Moore, 346, 475
Crosby, Bing, 33
Cullen, Hugh Roy, 58, 59–60, 61, 64, 66
Cullinan, Joe, 337
Daniels, Fred, 464
Dechert Price & Rhoads, 5, 70–73, 151, 182, 184, 191–192, 198, 203, 218, 283, 286
DeCrane, Al, 338, 475
Boisi’s contact with, 312–314, 331–332, 340–341, 342
in initial takeover meeting, 348–349, 353
McKinley and, 340
in Pennzoil v. Texaco, 405, 427, 428–429, 451–452
squeeze strategy and, 352
Dickens, Charles, 476
Donaldson, Lufkin & Jenrette, 109
Drexel Burnham Lambert Inc., 53, 344
Du Pont corporation, 341–342
ERC Corporation, 29, 41, 42, 44, 55, 56, 253, 308, 314–316, 319, 329, 353, 358, 397
ESPN cable network, 41, 55, 56, 253, 353
Evey, Stuart, 55–56
Exxon, 55, 56, 248, 333, 336
Farris, Anthony, 407, 410, 418, 420, 433–435, 448, 450, 463
First Boston Corporation, 345, 346, 349, 352, 354, 356, 375
Flamson, Richard, 91–92, 94
Fleming, Susan, 463–464, 467, 469
Flom, Joseph, 194, 196
For the Matter of the Declaration of Trust of Sarah C. Getty, 235
Fridge, Clifton, 249–250
front-end-loaded takeovers, 163–164
Fulbright & Jaworski, 382
Galant, Herbert, 191, 198, 209, 233, 235–236, 288
Garber, Steadman, 61, 63–64, 65, 67, 69, 77, 106, 397, 417
General Electric, 314
Getty, Adolphine Helmle, 21
Getty, Anne, 89, 91, 227
Getty, Ann Gilbert, 25, 37, 44, 156–157, 265, 268–269, 276, 297, 322, 374
board members and, 237, 272
Broadway residence of, 19–20, 21
Getty Oil and, 12–13
lifestyle of, 19–20
marriage of, 12–13
social life of, 46–47
Getty, Caroline, 89, 91, 120, 127–128, 226–229
Getty, Claire, 89, 91, 120, 127–128, 227
Getty, Gail Harris, 96, 97–98, 231
Getty, George, 15
death of, 16
Gordon and, 11
guardian ad litem plan and, 126
Ronald Getty and, 22
Getty, George, II, 11, 15
Getty, Gordon:
as absent-minded, 10–11
in advisors’ meeting, 325, 329
in Bonaventure meeting, 76–83
buyer/seller position of, 363
challenge to sole trusteeship of, 87–100
confidential company information and, 67–70
at emergency takeover directors meeting, 288–322
ERC and, 29, 42, 44
family letter from, 227–229
final merger agreement and, 333–334
golden handcuffs for, 165–166, 198–201
Goldman study and, 101–109, 138–139
guardian ad litem plan and, 125–131
Hays and, 9, 13–14, 17–18
insider trading issue and, 84–86
investment houses and, 48–50
isolation of, 136, 225–226
on J. Paul Getty Museum board, 139
J. Paul Getty’s relations with, 11, 16
at July directors meeting, 138, 143–150
Lasky and, 25
leveraged buy-out proposed by, 139–143, 149–150, 152–168, 170–171
in Liedtke summit, 274–283
in London meetings, 198–209
after loss of Getty Oil, 476–477
management reorganization meeting on, 35–40
marriage of, 12–13
musical interests of, 20
neutralization proposal and, 184–185
at Pebble Beach directors meeting, 179–189
Pennzoil directors’ view of, 252–255, 260
in Pennzoil v. Texaco, 416, 421, 423–425, 429–430, 438
Perella and, 352, 354
personali
ty of, 10–11
Peterson and, 33–35, 40–50
physical appearance of, 9–10
Pickens takeover proposal and, 113–118
proxy fight threatened by, 201
raiders and, 57–61, 66, 73–76
in repurchase plan, 43–44
Ronald Getty and, 20–21, 25–27
royalty trust and, 62–65
as Sarah C. Getty Trust cotrustee, 5–6, 9, 14–15, 17–18, 26–27, 33–34
in self-tender proposal, 269–273
share dividend suit brought by, 24–25
Siegel and, 213–219
in standstill agreement, 206–209, 218–224
stock buy-back program and, 148–149
in supermajority plan, 171–178
takeover vulnerability of, 73–74
Tara Getty’s suit against, 230–238
Tavoulareas and, 47–48
Texaco and, 336, 362–369, 398
as unknowledgeable, 40–42
Williams and, 139–143
Wulff study on, 109–111
Getty, J. Paul, 5–6
death of, 8, 9
Gordon Getty’s relations with, 11, 16
Gordon Getty’s suit against, 24–25
Liedtke and, 246
Ronald Getty and, 20–22, 23
Sarah C. Getty and, 15
Sarah C. Getty Trust and, 15–16, 24
vision of, 170
will of, 20–21, 22–23
Getty, J. Paul, Jr., 6, 11, 15, 20, 88–89, 90, 192, 226–229, 374
in lawsuit against Gordon Getty, 230–232
in sole trusteeship challenge, 95–100
Getty, J. Paul, 111, 96, 97
Getty, J. Ronald, 15, 227–229
inheritance for, 23
J. Paul Getty and, 20–22, 23
Lasky and, 38
in oil business, 22
Sarah C. Getty Trust sued by, 23–27
sole trusteeship challenge and, 90–91
Getty, Sarah, 15
Getty, Talitha Pol, 96–97, 231
Getty, Tara Gabriel Galaxy Gramaphone, 96, 97, 231–238
Getty, Timothy, 15
Getty Financial Corporation, 22
Getty Oil Company:
complexity of, 41–42
control premium in, 23
diversification program in, 55–56
executive style in, 32–33
Goldman study on, 101–109
holdings of, 41–42
institutional investors in, 330–331
J. Paul Getty Museum stock in, 139
J. Paul Getty’s stock in, 23
public speculation on, 109
repurchase plan in, 43–44
royalty trust for, 62–65
Sarah C. Getty Trust ownership of, 5, 23
