Don't cry for me, Amarillo

How once-fearsome corporate raider T. Boone Pickens was beaten at his own game -- by a one-time protege

In the annals of business history, what took place in the high-ceilinged ballroom of the posh Omni Mandalay Hotel in Las Colinas late last July surely qualified as a moment: T. Boone Pickens Jr. very nearly cried in public.

The occasion was the annual meeting of Mesa Inc., the oil company Pickens founded 40 years ago. Beneath the ornate chandeliers, with his grandchild and nearly 100 stockholders seated in folding chairs before him, Pickens spoke for the last time as chairman and CEO of Mesa.

In his glory days, the Texas oilman-turned-corporate raider graced the covers of national magazines, scripted his life story into a bestseller and was lionized in the press as an expert on every imaginable subject, including shareholders' rights and fitness routines. Equally revered and reviled, Pickens ranked atop the pack of fabled 1980s corporate raiders, a group that included the likes of Carl Icahn, Frank Lorenzo and Harold Simmons.

Based in the unlikely locale of Amarillo, Pickens would hop aboard his Learjet, reporters in tow, and crisscross the country -- making deals, threatening takeovers, raking in his millions and setting the nation's business leaders on edge.

But that was a decade ago, and the Learjet Cowboy has been plunging back to earth ever since.

This summer, Pickens belly-landed. For 18 months he had been forced to fight off a hostile takeover of his own company. Ironically, that assault was led by a man who studied the takeover game at Pickens' side -- former protege David Batchelder. Pickens had once considered Batchelder a friend. That belief proved to be wrong.

With a hostile takeover looming and Mesa on the brink of bankruptcy, Pickens ultimately agreed to turn over control of his company to Fort Worth investor Richard Rainwater.

About the same time, Pickens' second wife, Beatrice, a woman after whom he had named an oil field and a ranch, filed for divorce. The matter threatened to turn ugly fast. In her pleadings, Pickens' wife cited discord and conflict of personalities and asked a judge to bar her husband from "communicating or writing in vulgar, profane, obscene or indecent language, or in a coarse or offensive manner."

At the Omni podium, the lean, 68-year-old Pickens appeared exponentially older than he had before his company started its overleveraged slide into near-bankruptcy and his marital strife erupted in court. He no longer exuded the cocky confidence of the man who opened his 1987 autobiography with the assertion: "This is the story of a man who turned a $2,500 investment into America's largest independent oil company ... and along the way discovered that something is terribly wrong with corporate America. Mesa Petroleum is the company, and I'm the man."

Now Pickens offered a more melancholy, self-deprecating view of history. "We used to be at the top of this group," Pickens said, gesturing toward an overhead projection that charted assets of Mesa and the nation's other independent oil companies. "I know some of you are old enough to remember that, but if you aren't," he advised, "take my word for it." A few laughed. Pickens then feebly attempted to put a positive spin on his impending departure from Mesa. Don't worry, he assured his listeners, as if his concerns were their own. After leaving Mesa he planned to start an investment trading company. "I'm very close to leasing office space in Dallas," Pickens said. "I'm excited about the opportunities that exist .... If you are going to start a new business, it's better to start at 68 rather than 70."

After his prepared speech, the Mesa CEO entertained questions and comments from the crowd. One audience member seized the opportunity to praise Pickens profusely. "I don't think we will find anybody that will be as beneficial to the company," the man in the third row said, drawing a round of applause.

Pickens, usually one for an arched eyebrow and direct stare, blinked hard, waited a moment, and then quietly responded, his voice cracking and tears welling in his eyes. "Thank you," he said.

In the mid-1950s, T. Boone Pickens Jr. was a gangly geologist toiling for Phillips Petroleum in Bartlesville, Oklahoma, where his father had also grudgingly worked. The junior Pickens could lay claim only to what, at the time, seemed like a pipe dream: creating a successful independent oil company.

But in 1954, after only three years, Pickens quit Phillips. He began driving a brand-new Ford station wagon across West Texas, scratching out his living as a wildcatter. Of those times, Pickens wrote in his autobiography: "I ... soon became an authority on roadside restrooms in the Panhandle." In his first year as an entrepreneur, Pickens earned slightly less than $12,000, according to his later autobiography. (Despite repeated requests, Pickens declined to grant an interview for this story.)

But in 1968, when Pickens was 40, he found a way to transform Mesa into a major industry player. It was not a giant oil strike that vaulted Pickens into the big leagues. Rather, it was his first hostile takeover.

Mesa had become a publicly traded company, and Pickens used it to pursue Hugoton Production, a Garden City, Kansas company that controlled the largest on-shore deposit of natural gas outside of Alaska.

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