Ian Oliver Martin
Howard Brighton Day
Ian Oliver Martin, a Member of the Keck Family:
7th Great Grandparent / Grandchild
Garhard "Georg" Keck, b. 9/9/1678
Henry Keck, b. 2/23/1710 Hannah Catherine Peterson Germany, Bayern
Conrad Frederick Keck, b. 1755 Mary Ann Moser/Butcher PA, Lehigh Co
John D. Keck, b. 12/25/1795 Anna Owsley NC, Orange Co
Henry Keck, b. 3/5/1818 Elizabeth Edwards TN, Claiborne Co
Rachel Ann Keck, b. 11 APR 1849 Valentine "Cub" George Martin II TN, Claiborne Co
John Dalton Martin, b. 15 AUG 1872 Lucy Frances Johnson KY, Knox Co
David Radford Martin, b. 15 DEC 1893 Nannette Serena Walters KY, Knox Co
Vernon Eugene Martin, b. 9/18/1916 Louise Sophia Stark KY, Knox Co
Ian Oliver Martin, b. 3/18/1961 Spain, Andalusia
Sunny Brooke Martin - Luke William Martin - Raquel Rocio Martin
Permalink:
www.ourfamtree.org/relate.php?relate=670684&id2=719805
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FAMILY FEUD AT SUPERIOR OIL
Special to the New York Times
April 30, 1983
After William M. Keck died in 1964, the leadership of a small company he founded -Superior Oil - fell to his son, Howard B. Keck, who built it into a premier independent explorer and producer.
Now Howard Keck, who retired as chairman in 1981 but who by all accounts still wields considerable influence over day-to-day operations, finds himself besieged by other shareholders questioning just whose interests Superior's management looks out for.
Today, more and more stockholders are challenging what they see as the reluctance of management to entertain potentially lucrative acquisition offers. What makes Superior's situation unusual is that the dispute is splitting a family: Howard Keck's chief antagonist is his sister, Willametta Keck Day.
Mrs. Day owns 3.5 percent of the company's outstanding common. Her brother is a director and has voting power over Superior's largest block of stock, about 11.5 percent of the common. At first glance, it would seem that Mrs. Day is outgunned. But she has some powerful allies, not the least of which is the acquisition-minded Mesa Petroleum Company, which owns a stake in Superior and has long been rumored to covet the company.
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It was late last year that Mrs. Day decided that she and other stockholders were getting short-changed, especially in the dividend department. She began a campaign, which includes a stockholder resolution, that could make it easier for the company to be sold, and Mesa Petroleum said today that it would support her efforts. A 20-Cent Annual Dividend
Last year, Superior earned $223 million, or $1.75 a share, on $2.04 billion in total revenue. The company currently pays an annual dividend of 20 cents a share and reported a return on stockholders equity in 1982 of 10 percent. Mrs. Day said that the dividend was too low.
''I don't think my father built Superior to benefit the individuals who are paid to run it,'' she said earlier this month. ''I believe he built it for the stockholders who were willing to risk their money along with his.''
Her resolution, to be voted on at the annual shareholders meeting set for May 12 in Reno, calls for creation of an independent committee of directors that would recommend that the company be sold if terms of an offer for more than 45 percent of the outstanding common stock were deemed fair. In a letter today, Superior urged shareholders to vote against her proposal, which is aimed at antitakeover defenses built into company bylaws.
The company, which also has agricultural, mining and contract drilling interests in addition to its principal exploration and production interests, said it had not received any acquisition offers or bids for control.
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Mesa Petroleum's chairman, T. Boone Pickens Jr., said in a statement: ''We have not communicated with Mrs. Day; however, the basic principles of her proposal are consistent with Mesa's longstanding philosophy that boards of directors have an obligation to communicate premium offers to shareholders.''
Sources close to Mesa said today that it had lifted its stake in Superior from the 2.5 million shares it reported earlier this month to 3.2 million, or 2.5 percent, of Superior's 127.4 million common shares.
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Behind the Journalism
Our business coverage. Times journalists are not allowed to have any direct financial stake in companies they cover.
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Mr. Keck did not respond to repeated attempts to reach him, but Superior wrote to shareholders earlier this month that Mrs. Day's proposal was ''poorly conceived and contrary to your best interests.'' It said, ''You can be assured that if an acquisition proposal were to be received - and none has been - the board would give it full consideration.'' Feud Over Mausoleum
The feud between the brother and sister dates from the death of William M. Keck. Mrs. Day said she has always wanted Howard Keck - who is chairman of the W.M. Keck Foundation and the sole surviving trustee of the W.M. Keck Trust that finances it - to use foundation money to build a mausoleum for their late parents in southern California. The 67-year-old Mrs. Day says that no such mausoleum has been erected.
The foundation, with about $32 million in total assets, distributes proceeds from the trust, which has about $460 million in assets, to a variety of charitable, medical and educational institutions, mostly in California.
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About 10.9 million shares - or about 8.6 percent - of Superior's common stock outstanding constitute the largest asset in the trust and provide most of the trust's funds.
The will of William M. Keck states only that Howard Keck must use discretion in distributing the stock to the foundation, after which the trust would cease to exist.
In 1980 and 1981, the trust paid Mr. Keck and his late brother, William M. Keck Jr., each more than $400,000 a year to administer the trust - in effect, to decide to retain the oil stock.
Mrs. Day, a director of the foundation, has contendedd that the fee is too high and has challenged it in a California probate court. A Family Birthright
The foundation has 20 directors' posts, with board membership considered a birthright to Keck relatives. Currently there are 10 family members on the board, and there is an even split between the direct descendants or relatives of Mrs. Day and those of Mr. Keck. The other 10 directors are outsiders.
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Mrs. Day contended that Mr. Keck controlled the foundation board and saw to it that any nonfamily vacancies were filled by his supporters. She said that Mr. Keck was backed by 11 of the 20 current foundation board members, including Fred C. Ackman, chairman and a director of Superior Oil; Marsh A. Cooper, a director of Superior and formerly president of Falconbridge Nickel Mines Ltd., a Canadian nickel producer that is 33 percent owned by Superior; Maurice G. Cummings, who is also a director of the Resource Drilling Company, a subsidiary of Superior, and Max R. Lents, a director of Superior. 'Total Poppycock'
James P. Lower, Mr. Keck's son-in-law, who is a foundation director, offered to respond to queries about the foundation and Superior Oil on behalf of Mr. Keck. He said Mrs. Day's claims about her brother are ''just flat wrong and total poppycock.'' He would not elaborate.
According to former Superior Oil officers, who asked not to be named, Mr. Keck's allies on the nine-member Superior board, in addition to Messrs. Ackman, Cooper and Lents, are John E. Kolb, a lawyer at the Houston law firm of Vinson & Elkins, which is Superior's principal outside legal counsel, and B.R. Dorsey, former chairman of the Gulf Oil Corporation.
Mr. Kolb, one of two current directors who agreed to discuss Mr. Keck's role on the Superior board, said: ''The company is run by Ackman, and I think he calls all the shots. We are always furnished with detailed information and directors vote based on that information.''
Mrs. Day said she was also concerned about the board's move, which she said had been spearheaded by Mr. Keck, to eliminate a bylaw requiring directors to step down when they reach 70. The move, made last January, would allow members to serve indefinitely.
During the past year, Mr. Cooper and Mr. Dorsey turned 70. Mr. Keck reaches 70 next September.
7th Great Grandparent / Grandchild
Garhard "Georg" Keck, b. 9/9/1678
Henry Keck, b. 2/23/1710 Hannah Catherine Peterson Germany, Bayern
Conrad Frederick Keck, b. 1755 Mary Ann Moser/Butcher PA, Lehigh Co
John D. Keck, b. 12/25/1795 Anna Owsley NC, Orange Co
Henry Keck, b. 3/5/1818 Elizabeth Edwards TN, Claiborne Co
Rachel Ann Keck, b. 11 APR 1849 Valentine "Cub" George Martin II TN, Claiborne Co
John Dalton Martin, b. 15 AUG 1872 Lucy Frances Johnson KY, Knox Co
David Radford Martin, b. 15 DEC 1893 Nannette Serena Walters KY, Knox Co
Vernon Eugene Martin, b. 9/18/1916 Louise Sophia Stark KY, Knox Co
Ian Oliver Martin, b. 3/18/1961 Spain, Andalusia
Sunny Brooke Martin - Luke William Martin - Raquel Rocio Martin
Permalink:
www.ourfamtree.org/relate.php?relate=670684&id2=719805
*****************************************************************
FAMILY FEUD AT SUPERIOR OIL
Special to the New York Times
April 30, 1983
After William M. Keck died in 1964, the leadership of a small company he founded -Superior Oil - fell to his son, Howard B. Keck, who built it into a premier independent explorer and producer.
Now Howard Keck, who retired as chairman in 1981 but who by all accounts still wields considerable influence over day-to-day operations, finds himself besieged by other shareholders questioning just whose interests Superior's management looks out for.
Today, more and more stockholders are challenging what they see as the reluctance of management to entertain potentially lucrative acquisition offers. What makes Superior's situation unusual is that the dispute is splitting a family: Howard Keck's chief antagonist is his sister, Willametta Keck Day.
Mrs. Day owns 3.5 percent of the company's outstanding common. Her brother is a director and has voting power over Superior's largest block of stock, about 11.5 percent of the common. At first glance, it would seem that Mrs. Day is outgunned. But she has some powerful allies, not the least of which is the acquisition-minded Mesa Petroleum Company, which owns a stake in Superior and has long been rumored to covet the company.
ADVERTISEMENT
SKIP ADVERTISEMENT
It was late last year that Mrs. Day decided that she and other stockholders were getting short-changed, especially in the dividend department. She began a campaign, which includes a stockholder resolution, that could make it easier for the company to be sold, and Mesa Petroleum said today that it would support her efforts. A 20-Cent Annual Dividend
Last year, Superior earned $223 million, or $1.75 a share, on $2.04 billion in total revenue. The company currently pays an annual dividend of 20 cents a share and reported a return on stockholders equity in 1982 of 10 percent. Mrs. Day said that the dividend was too low.
''I don't think my father built Superior to benefit the individuals who are paid to run it,'' she said earlier this month. ''I believe he built it for the stockholders who were willing to risk their money along with his.''
Her resolution, to be voted on at the annual shareholders meeting set for May 12 in Reno, calls for creation of an independent committee of directors that would recommend that the company be sold if terms of an offer for more than 45 percent of the outstanding common stock were deemed fair. In a letter today, Superior urged shareholders to vote against her proposal, which is aimed at antitakeover defenses built into company bylaws.
The company, which also has agricultural, mining and contract drilling interests in addition to its principal exploration and production interests, said it had not received any acquisition offers or bids for control.
ADVERTISEMENT
SKIP ADVERTISEMENT
Mesa Petroleum's chairman, T. Boone Pickens Jr., said in a statement: ''We have not communicated with Mrs. Day; however, the basic principles of her proposal are consistent with Mesa's longstanding philosophy that boards of directors have an obligation to communicate premium offers to shareholders.''
Sources close to Mesa said today that it had lifted its stake in Superior from the 2.5 million shares it reported earlier this month to 3.2 million, or 2.5 percent, of Superior's 127.4 million common shares.
headshot
Behind the Journalism
Our business coverage. Times journalists are not allowed to have any direct financial stake in companies they cover.
Here’s more on our standards and practices.
Mr. Keck did not respond to repeated attempts to reach him, but Superior wrote to shareholders earlier this month that Mrs. Day's proposal was ''poorly conceived and contrary to your best interests.'' It said, ''You can be assured that if an acquisition proposal were to be received - and none has been - the board would give it full consideration.'' Feud Over Mausoleum
The feud between the brother and sister dates from the death of William M. Keck. Mrs. Day said she has always wanted Howard Keck - who is chairman of the W.M. Keck Foundation and the sole surviving trustee of the W.M. Keck Trust that finances it - to use foundation money to build a mausoleum for their late parents in southern California. The 67-year-old Mrs. Day says that no such mausoleum has been erected.
The foundation, with about $32 million in total assets, distributes proceeds from the trust, which has about $460 million in assets, to a variety of charitable, medical and educational institutions, mostly in California.
ADVERTISEMENT
SKIP ADVERTISEMENT
About 10.9 million shares - or about 8.6 percent - of Superior's common stock outstanding constitute the largest asset in the trust and provide most of the trust's funds.
The will of William M. Keck states only that Howard Keck must use discretion in distributing the stock to the foundation, after which the trust would cease to exist.
In 1980 and 1981, the trust paid Mr. Keck and his late brother, William M. Keck Jr., each more than $400,000 a year to administer the trust - in effect, to decide to retain the oil stock.
Mrs. Day, a director of the foundation, has contendedd that the fee is too high and has challenged it in a California probate court. A Family Birthright
The foundation has 20 directors' posts, with board membership considered a birthright to Keck relatives. Currently there are 10 family members on the board, and there is an even split between the direct descendants or relatives of Mrs. Day and those of Mr. Keck. The other 10 directors are outsiders.
ADVERTISEMENT
SKIP ADVERTISEMENT
Mrs. Day contended that Mr. Keck controlled the foundation board and saw to it that any nonfamily vacancies were filled by his supporters. She said that Mr. Keck was backed by 11 of the 20 current foundation board members, including Fred C. Ackman, chairman and a director of Superior Oil; Marsh A. Cooper, a director of Superior and formerly president of Falconbridge Nickel Mines Ltd., a Canadian nickel producer that is 33 percent owned by Superior; Maurice G. Cummings, who is also a director of the Resource Drilling Company, a subsidiary of Superior, and Max R. Lents, a director of Superior. 'Total Poppycock'
James P. Lower, Mr. Keck's son-in-law, who is a foundation director, offered to respond to queries about the foundation and Superior Oil on behalf of Mr. Keck. He said Mrs. Day's claims about her brother are ''just flat wrong and total poppycock.'' He would not elaborate.
According to former Superior Oil officers, who asked not to be named, Mr. Keck's allies on the nine-member Superior board, in addition to Messrs. Ackman, Cooper and Lents, are John E. Kolb, a lawyer at the Houston law firm of Vinson & Elkins, which is Superior's principal outside legal counsel, and B.R. Dorsey, former chairman of the Gulf Oil Corporation.
Mr. Kolb, one of two current directors who agreed to discuss Mr. Keck's role on the Superior board, said: ''The company is run by Ackman, and I think he calls all the shots. We are always furnished with detailed information and directors vote based on that information.''
Mrs. Day said she was also concerned about the board's move, which she said had been spearheaded by Mr. Keck, to eliminate a bylaw requiring directors to step down when they reach 70. The move, made last January, would allow members to serve indefinitely.
During the past year, Mr. Cooper and Mr. Dorsey turned 70. Mr. Keck reaches 70 next September.
Date & Place:
Not specified or unknown.
