Charter Company

Not to be confused with a chartered company.
The Charter Company
Public
Traded as NYSE: CHR
Industry
  • Oil Refining
  • Insurance
  • Communications
Fate
  • Divested
  • Entertainment group acquired by Viacom
Successor Spelling Entertainment Group Inc.
Founded Jacksonville, Florida, United States (1949 (1949))
Founder Raymond Knight Mason
Defunct 1999 (1999)
Headquarters Jacksonville, Florida, United States

The Charter Company of Jacksonville, Florida was a conglomerate with more than 180 subsidiaries that was in the Fortune 500 for 11 years beginning in 1974 and ranked 61st in 1984.[1] The company filed for bankruptcy protection in late 1984, eventually selling off all of its businesses and purchasing Spelling Entertainment Inc. to form Spelling Entertainment Group Inc.[2][3]

History

The Charter Company was started in Jacksonville, Florida in 1949 by Jacksonville native, Raymond Knight Mason, just graduated from college. The company's roots were from the Mason Lumber Company, founded in 1919.[4]

Edward Ball, a powerful figure in Florida business and politics for decades, was Mason's friend and mentor. Ball worked for Alfred I. du Pont for nine years as a business associate before du Pont's death in 1935, then managed the trust's assets for another 46 years.

Charter started with a group of Florida mortgage, banking and land-developing firms. The company then bought 60 small gas stations in 1968.

In 1970, Charter purchased a petroleum operation for $70 million from the Signal Companies. Included in the deal was a small gasoline refinery in Houston, Texas in need of updating, a string of gas stations in the Southeast and a handful of questionable tanker contracts. Four years later, when the Arab Oil Embargo struck, Charter cashed in.

Also in 1970, congress repealed an exemption which allowed charitable trusts to control banks, forcing the du Pont Trust to divest itself of the Florida National Bank Group, which Charter purchased. Charter also owned 8.4% of the St. Joe Paper Company, one of the largest assets in the du Pont Trust, while St. Joe owned 22% of Charter. The two companies exchanged shares in 1972 with the intention of merging.[5]

Senator Joseph Tydings was an investment partner in Charter since 1964 with $2 million in equity. At one time, Tydings was the largest Charter stockholder outside of the Mason family. A Life Magazine article in 1970 suggested that the senator used his influence to assist Charter in business deals, but no laws were broken.[6]

In 1975, Charter purchased Redbook from Norton Simon Inc. In 1978, Charter acquired Downe Communications, the publisher of the Ladies' Home Journal. Charter had had a controlling stake in Downe for several years prior. The year before, Downe had acquired Bartell, the publisher of such magazines as Sport.

Charter acknowledged that in 1978 and 1979, two of its oil executives had discussions with fugitive financier Robert Vesco; Mr. Vesco and Mr. Mason had business discussions as far back as 1971. Vesco was living in the Bahamas and had declined requests that he return to the U.S. to face charges that he swindled investors out of millions of dollars. The Senate Judiciary Committee was investigating connections between Billy Carter, brother of President Jimmy Carter, Vesco, and the country of Libya.[7]

Carey Energy Corporation, with $550 million in assets, was acquired by Charter in 1979 for $4 million is cash, $16 million in Charter convertible preferred stock and a consulting job for Edward M. Carey paying $200,000 per year. Carey Energy's principal assets were a 65% ownership in a Bahamas Refinery and the New England Petroleum Company, a fuel oil distributorship based in Brooklyn which sold the fuel produced by the refinery up and down the Atlantic coast.[5]

In 1980, Charter decided to buy Commonwealth Oil Refining Co. and their Puerto Rican refinery, which processed 160,000 bbl (25,000 m3). per-day, for $650 million. The company also had plans to build a 100,000 bbl (16,000 m3). per-day refinery in Alaska to process the 75,000 bbl (11,900 m3). per-day of North Slope crude that they were promised.[8]

Operations

The company was split along three lines: Oil Refining, Insurance and Communications.[4]

Year Revenue Net Earnings Earnings Per Share
1973 $481,900,000 $20,500,000 $4.61
1974 $1,170,000,000 $40,300,000 $10.71
1975 $1,046,200,000 $5,400,000 $.19
1976 $1,190,900,000 $16,900,000 $.81
1977 $1,481,600,000 $20,000,000 $1.00
1978 $2,046,300,000 $23,300,000 $1.17
1979 $4,296,400,000 $365,300,000 $14.83
1980 $4,421,100,000 $50,200,000 $1.59
1981 $4,966,200,000 $7,700,000 $.06
1982 $4,017,200,000 $35,300,000 $1.04
1983 $5,656,800,000 $61,700,000 $2.35
1984 ($29,800,000) ($71,100,000) $0
1985 $1,559,700,000 $1,300,000 $0
1986 $1,136,300,000 $153,200,000 $3.23
1987 $1,042,600,000 $46,900,000 $.98
1988 $479,600,000 $58,600,000 $1.22
1989 $665,100,000 $5,300,000 $.10

Raymond Knight Mason

Mason had a reputation for eccentricity, but employees said he had "his own ways."[4] Mason owned two special properties, both of which were acquired through his friend, Ed Ball. Epping Forest was the former estate of Alfred I. du Pont and Jessie Ball du Pont, Ball's sister. The Mason mansion, which Mason still owns, is a castle in Ballynahinch, County Galway, Ireland, and was once owned by Ed Ball.[4]

Performance

The company had sales totaling about $5 billion in 1981, while their earnings were $.06 per share, the lowest point in a decade. The drop was attributed to the oil glut, which drove down prices.[5]

That year, Jack Donnell began eliminating some of the communications and publishing properties and whittled down the list of subsidiaries to a level the company could function with. Charter had net earnings of $53.89 million, or $2.01 a share in 1983. In 1984, the company reported a net loss of $749.34 million, $685 million of which the company attributed to discontinued operations, the expenses of filing for bankruptcy and provisions for estimated losses on disposal of assets which were partially offset by gains on assets sold.[9]

Troubles

The 1980s began with earnings down dramatically, and things went from bad to worse.

Copter crash

The Charter Company suffered a tragedy in the foggy, early hours of July 29, 1982 when four senior executives died in Ireland when their helicopter crashed en route from Mason's castle to Shannon International Airport. Killed were Jack T. Donnell, 53, Charter's president and chief operating officer and three from Charter Oil: Dudley K. Parker, 49, president; Barry L. Green, 34, executive vice president; and Jay L. Lammons, 43, senior vice president.[10]

Zeke Zechella, who had joined Charter in 1980 after leaving Offshore Power Systems, was named president of Charter, replacing Donnell.[11]

Lawsuit

A lawsuit was filed on December 16, 1983 seeking more than $1.8 billion in damages. The Charter Company dba Charter Oil Company of Jacksonville were one of four companies named as defendants.[12]

Independent Petrochemical Corporation (IPC), was a wholly owned subsidiary of Charter Oil. On several occasions, and as a courtesy to a customer, IPC arranged for the disposal of waste oil by a St. Louis waste oil hauler, Bliss Oil, with the understanding that Bliss would take the oil to a waste disposal site. In actuality, after Bliss Oil's president tasted the oil to check its suitability for other uses and found the flavor fit, Bliss sprayed it as a dust suppressant at various locations throughout Missouri. The sprayings occurred over a period of at least two months, with each spraying lasting about 30–40 minutes. The waste oil contained dioxins and dioxin-like compounds, chemical compounds that were known carcinogens. The discharge of the dioxin-contaminated oil was the basis of claims against IPC by the federal government, the State of Missouri, and over 1,600 private plaintiffs. The private suits sought an aggregate $4 billion in compensatory damages and an identical amount in punitive damages. IPC entered into settlements covering all of the claims which included over $100 million owed to the federal government for clean-up of various sites in Missouri.[13]

Bankruptcy

When Edward M. Carey sold Carey Energy Corporation to Charter in 1979, his comment was: "Being in the oil business is like having a bear by the tail. You have to keep feeding it. You have to feed it to get it to perform."[5]

At the time, Carey's bear (Carey Energy) had been in a prolonged mauling mood because he was unable to feed it (obtain a source of crude oil for the refinery). Five years later, the bear was hungry and got angry again.

One of the primary reasons for Charter's bankruptcy was the financial market. Oil prices dropped sharply and companies lost their ability to get trade credit, so they were unable to purchase crude oil (feed the bear) and that forced Charter into Chapter 11, according to Mason.[14]

The Charter Company and 43 subsidiaries (including IPC) filed for protection under Chapter 11 of the bankruptcy law on April 20, 1984. In conjunction with the Bankruptcy filing, the company laid off 200 people in its Jacksonville office—which represented almost a 50% loss—and an equal number in Houston.[15]

Mason sold Epping Forest to Herb Peyton in 1984 and resigned as Charter's Chairman. Company president Zeke Zechella retired the following year.[11] Most of the company's subsidiaries were sold off before emerging from court protection in 1987. Creditors received Charter stock representing a 50.5% ownership in the company in payment for Charter's debts. Carl Lindner acquired control of Charter in bankruptcy court.[3] One notable element of Charter's bankruptcy was stockholder equity. Typically, company stock would be worthless, but Jacksonville attorney Stephen Busey, who represented Charter in the legal proceedings, stated that it is unusual for shareholders to get as much value as Charter's stockholders did.[14]

A long, drawn out ending

Charter vanished from Jacksonville's headlines and former employees found positions at other businesses when the bankruptcy was discharged in 1988. Carl Lindner's American Financial Corporation, which owned 53% of Charter's stock, moved the company from Jacksonville to Cincinnati, Ohio.

In early 1992, Charter announced an agreement to sell all remaining oil operations in a management buyout. That transaction left Charter with one business, an 82% stake in Spelling Entertainment, the television production company that produced over a dozen popular drama series.[16] On March 31, 1992, Spelling and Charter agreed to merge.[17] On October 5, 1992, the Charter Company was renamed Spelling Entertainment Group, Inc. and updated its NYSE ticker symbol from "CHR" to "SP."[2]

Entertainment giant Viacom purchased the last remaining asset in 1999.[14]

Current-day American cable company Charter Communications is completely unrelated to Charter Company.

References

  1. ↑ Fortune Magazine: Fortune 500 Archive-1984
  2. 1 2 "The Charter Co. Shareholders Approve Name Change to Spelling Entertainment Group Inc.". October 5, 1992. Retrieved January 19, 2013.
  3. 1 2 Mark Basch (March 29, 1999). "Purchase of Spelling will close Charter connection". Florida Times-Union. Retrieved January 19, 2013.
  4. 1 2 3 4 Karen Mathis (May 22, 2005). "The Charter Co. set a tremendous pace, all from Jacksonville". Florida Times-Union.
  5. 1 2 3 4 Anthony J. Parisi (February 17, 1980). "A Geyser Called Charter Company". New York Times.
  6. ↑ Ben A. Franklin (August 21, 1970). "Life Article Questions the Ethics of Senator Tydings". New York Times.
  7. ↑ Edward T. Pound (August 21, 1980). "Company Tied to Billy Carter Discloses Vesco Talks". New York Times.
  8. ↑ "Magna Charter". Time Magazine. June 16, 1980.
  9. ↑ "Charter Co. Records Loss". New York Times. February 22, 1985.
  10. ↑ Eric Pace (July 30, 1982). "Charter Co. President, 4 Other Die in Crash". New York Times.
  11. 1 2 Kerr, Jessie-Lynne (August 18, 2009). "ALEXANDER P. 'ZEKE' ZECHELLA: 1920-2009". Florida Times-Union.
  12. ↑ "Missouri Dioxin Suit Seeks $1.8 Billion". New York Times. December 17, 1983.
  13. ↑ "Federal Judicial Opinionis-Charter Oil vs. Aetna Insurance Company". Georgetown Law School.
  14. 1 2 3 Mark Basch (May 22, 2005). "He's All About Business". Florida Times-Union.
  15. ↑ "400 Are Laid Off By Charter Co.". New York Times. June 22, 1984.
  16. ↑ "Charter Selling Its Oil Business". New York Times. March 14, 1992.
  17. ↑ "The Free Library" SPELLING ENTERTAINMENT INC. AND THE CHARTER COMPANY ANNOUNCE MERGER AGREEMENT PRNewswire thefreelibrary.com, Retrieved on January 30, 2013
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