Ex-Getty Directors Refute Pennzoil
The battle of words continued Tuesday in the Texaco-Pennzoil case when 13 of the 15 former directors of Getty Oil issued a statement declaring that they never made a written or unwritten agreement to be acquired by Pennzoil.
An attorney representing the 13 men said they felt compelled to make a public statement because most of them had never been asked about the events in 1983 and 1984 that ultimately drove Texaco into bankruptcy.
The bankruptcy came in the wake of a $10.3-billion damage award against Texaco from a Texas jury that concluded Pennzoil had a binding agreement to acquire control of Getty Oil. The jury found that Texaco, whose richer offer was accepted by Getty, wrongfully interfered.
The version of events advanced by the former Getty directors was hardly a surprise, because to say otherwise would be to admit that they violated a binding agreement when they voted to be acquired by Texaco instead of Pennzoil. Four of the 13 directors had already testified there was no deal with Pennzoil, an attorney for the group said.
But their testimony was limited, the rest of the directors got tired of “waiting for a forum,” and the recent bankruptcy filing by Texaco persuaded them that the dispute stands to drag on for years, said Philadelphia lawyer Steven Feirson. The statement itself carries no legal weight.
“Each one of us emphatically states that no one of us ever voted to, nor ever intended to vote to, approve any agreement with Pennzoil . . . no definitive agreement was ever presented to, let alone approved by, us. No one with the authority to bind or commit the Getty Oil Co. ever had any ‘handshake’ deal with any representative of Pennzoil,” the statement said in part.
It was signed by all the Getty directors except Gordon Getty, who represented the Sarah C. Getty Trust holdings in the oil firm, and Harold Williams, who represented the J. Paul Getty Museum interests. Getty and Williams, who controlled 52% of the shares of Getty Oil, originally favored a Pennzoil deal but changed their positions after Texaco agreed to indemnify them against any lawsuits arising from the sale.
Lawyers for Gordon Getty and Williams said neither was asked to endorse the statement. But both said their clients subscribe to the views it expresses.
Lawyer Feirson, who represents most of the directors in shareholder lawsuits stemming from the merger, said nobody from Texaco had solicited the statement. He volunteered that Texaco’s top management learned recently in a meeting with several of the ex-directors that the group intended to make its views known.
Signatories to the statement included Sidney R. Petersen, former Getty chairman and chief executive; former Getty President Robert N. Miller; J. Clayburn LaForce, dean of UCLA’s Graduate School of Management; Laurence A. Tisch, president and chief executive of CBS; retired Getty Chairman Harold E. Berg; Chauncey J. Medberry III, retired chairman of BankAmerica Corp.; A. Alfred Taubman, chairman of Taubman Cos.; Graham T. Allison Jr., dean of the John F. Kennedy School of Government at Harvard University; John W. Teets, chairman and chief executive of Greyhound; Henry Wendt, chairman and chief executive of SmithKline Beckman Corp.; Harold C. Stuart, Tulsa, Okla., attorney and former assistant Air Force secretary; David W. Mitchell, former chairman and chief executive of Avon Products, and Willard S. Boothby Jr., former managing director of Blyth Eastman Paine Webber.
