Alan Bristow
Page 26
‘Mr Clavell, you must write a book about my country,’ he said. ‘I’m trying to modernise the institutions of state, and transfer power to these institutions, and it’s very difficult to get people to understand what I’m doing. Would you be good enough to help me by writing about it?’
Jimmy wasn’t at all keen, and made all sorts of excuses. He was in the middle of this, he was contracted to do that. It was not until after the Revolution, with the Shah in exile in Egypt, that he wrote Whirlwind, which had nothing to do with the Shah’s reform programme but instead told the story of how Bristows clandestinely got all but two of its twenty-seven helicopters and 352 people out of Iran after the Revolution.
When our Bolivia contracts were running smoothly, I made the pivotal decision to give up flying. BHL was no longer a small helicopter company; we were becoming a major player in the international oil business, and it wasn’t possible for the boss to be off in the jungle somewhere, out of contact for days and sometimes weeks. I trusted George Fry with my life, but he couldn’t be expected to make the decisions on his own on which the company’s future depended while I was working at operational level. The management workload was immense. I had worked twenty hours a day for weeks to set up the deal that allowed us to bid for the Shell Bolivia contract, and there was no time left for piloting. I carried on flying the first few flights on all new contracts because I thought it absolutely essential to lay down the principles and the disciplines for each job. Eventually that also had to be set aside, although I missed it. I never suffered from romantic notions about the beauty of flying. It was a job, and if you did it right it could show a profit. I missed the camp-fire camaraderie and the pioneering spirit, but running the company gave me all the fulfilment I could have wished for, because by then I could see the future. I knew Bristow Helicopters could be more than a successful service company – it could be a global giant, on a scale unmatched in helicopter history. It was a heady ambition, but I knew I could make it happen.
CHAPTER 15
Selling Out
I’m not a gambling man. I take a calculated risk after weighing all the information, but I’ve never wagered money when I didn’t think I had a better-than-even chance of coming out ahead. Which makes it all the more inexplicable that I should end up tossing a coin for £67,000 with Freddie Laker – and this was in 1960, when £67,000 would buy a street of houses in Kensington.
Freddie had tracked me down in Bermuda, where I was living in enforced tax exile with my wife, son and secretary. In 1959 the Inland Revenue sent me a letter saying that under a Surtax Direction Order, it had been assessed that Air Whaling Ltd had to pay £235,000 in tax, based on the profits the company had made in the previous six years. As sole owner, I was personally liable. George Fry and I discussed the matter at length over the course of a week, and it was agreed that we should get an opinion from a leading tax barrister. Through our solicitors Titmuss, Sainer & Webb I was introduced to Sir Philip Shelbourne QC, who had chambers in Lincolns Inn. Sir Philip told us that he had in mind a number of measures that would stand up in court excusing us from the payment of £235,000 to the Inland Revenue. Each scheme Sir Philip put forward was more complex than the one before. As his legal fees climbed through the £25,000 mark I decided that it was time to deal in fact and not fantasy by meeting with the Special Commissioners of Taxation face to face. George also found it difficult to believe that Sir Philip’s proposals would keep us whole, so an appointment with the Commissioners was arranged. When I told Sir Philip about a direct approach to the Special Commissioners he was furious and said he wanted nothing further to do with the case, but no matter which of Sir Philip’s proposals was selected, I would have to spend a lot of money on legal fees without any certainty of being saved from the claws of the Special Commissioners. If we lost in court, I didn’t have the cash in hand to pay. All my money had been ploughed back into buying helicopters to win more business. There were likely to be strong profits in the future if nothing went disastrously wrong, but if the tax commissioners insisted on taking £235,000 I would have been forced to liquidate the company. There was a lot riding on this hearing.
The meeting with the Special Commissioners was at the Guildhall in Kingston-upon-Thames, and I was driven there early one morning in George Fry’s Jaguar. As we sat in the car outside the Guildhall it occurred to me that I might be better off going alone into the lion’s den and casting myself on the mercy of the tribunal as a layman, rather than in company with a professional accountant. George was perfectly happy to be let off the hook, so I went in on my own, as a helicopter pilot who was genuinely unaware of the requirements of a Surtax Direction Order. I was ushered into a sparsely furnished room, at the far end of which was a dais bearing a cloth-covered table. Behind the table were seated Three Wise Men.
‘Are you Mr Bristow?’ intoned one.
I certified that I was he. ‘I have come to seek exemption from a Surtax Direction Order.’
Two steps down from the dais there was a small table and a chair, at which I was asked to sit. One of the Commissioners opened by asking me when Air Whaling Ltd started trading, and what work it performed. I thought it odd that they should be trying to tax me out of business when they didn’t even know what business I was in, but I answered their questions comprehensively, making it clear that profits from the last six years had been deployed to discharge hire purchase agreements on helicopters, not for personal use. I sensed there was sympathy for my position, particularly with respect to the high level of risk involved in flying single-engine helicopters over the Antarctic pack ice and jungle wastes. But sympathy was not a commodity that could be offset against tax. I asked if I could settle the bill over five years, but was told in apologetic tones that I had to pay the whole sum within the time specified in the Commissioners’ letter. My mind was working overtime, desperately searching for a deal that would save the company, but from the replies I received I soon realised that either I had to find all the money now or go into voluntary liquidation. I got up and thanked them politely for giving me an opportunity to explain my position.
As the meeting broke up, the tall gentleman who had chaired it walked past me and said quietly: ‘Get out of the country by the fifth of April and you’ll be OK.’ I walked out into the street, and George could see from my face that things had not gone well.
‘The chairman told me on the quiet that if I got out before the fifth of April, I’d be okay,’ I said.
‘Good lord,’ said George. ‘That’s most unusual. He was taking a tremendous personal risk saying such a thing.’
‘Well, that’s what he said. As far as I can make out, it’s pay up or get out.’
We drove back to the office, both thinking our own thoughts. Eventually George broke the silence. ‘It looks like you’ll have to take up residence in Bermuda for a while,’ he said.
Fortunately I had established friendly relations with the civil aviation authority in Bermuda, and in particular with its director, Wing Commander Mo Ware. With his help I had set up wholly owned subsidiaries called Bristow Helicopters (Bermuda) Ltd and Helicopter Rentals Ltd who owned the Bermudian-registered helicopters used in Iran and Bolivia. That allowed us to maintain them in accordance with the manufacturer’s recommendations, as opposed to having to conform to the bureaucratic schedules of the British authorities.
‘There isn’t much time,’ George cautioned. ‘You’ll have to sell your house in Yeovil and find somewhere to rent in Bermuda before April the fifth.’
The disposal of the house was quickly resolved – I sold it to George there and then for £100, with the proviso that I could buy it back for the same sum if ever I needed to. At the same time, George took the decision to give up his accountancy practice and become the full-time Financial Director of Bristow Helicopters Ltd. Neither of us knew how long my exile would last, although we knew that once non-residency in the UK was established I would be able to return for a total of six months in each financial year. We gave some thought t
o relocating to France or Switzerland, but Bermuda always emerged as the best option. Thus, in the first days of April 1959, I flew back to the island of my childhood memories.
We found a gorgeous house on the front at Salt Kettle, with its own sandy beach on one side and yacht moorings on the other, only a mile across the water from the centre of Hamilton. It was a wonderful area where we had neighbours like John Fairey, Chairman of Fairey Aviation, and the actor and playwright Noel Coward. Schooling problems were overcome when Lynda got a place at a well-known public school in Bournemouth, and Laurence went to the local school in Bermuda. My secretary Kay Sealby agreed to live with us until separate accommodation could be found for her. She had an in-depth knowledge of the company and was also a qualified book-keeper, and I needed her help at every twist and turn of the road.
Our next-door neighbour was Air Commodore Taffy Powell, whose eldest son ran one of the local radio stations. Taffy had founded Silver City Airways in 1948, carrying cars between England and France in converted Bristol 170s. In his retirement, Taffy Powell had become the official representative of Harold Bamberg’s airline, Eagle Airways, which operated a twice-daily service with Viscounts between Bermuda and New York. I was often a passenger on those flights. It was my intention to make Bermuda a stand-alone profit centre, and to use it as a base from which to win more business for Bristow Helicopters Ltd. Putting this plan into operation proved far more demanding than I first thought because it involved spending two or three days a week, and occasionally as many as five days in a row, operating out of hotel rooms somewhere in America, trying to generate business with the oil companies as far west as you can go. It was on these trips that I successfully bid with Bell 47G2s for more contracts in Bolivia with Mobil and Tennessee Gas, who were committed to extensive geological and geophysical exploration in the Beni. The Bermuda environment was relaxing, and the opportunities to fish, swim and sail were unlimited, if only I could stop travelling.
In no time a year had passed, and it looked like it would take another year or two before the Surtax Direction Order was set aside. On a Friday night in the spring of 1960 I got home from a demanding and tiring trip to America to find a note from Jean. ‘Next door at the Powells. Cocktail party. Why don’t you join us?’ There’s nothing worse than joining a cocktail party when you’re dog-tired and stone cold sober, and the party’s been running for two hours. I thought I’d be neighbourly and look in, and it was every bit as awful as I’d imagined. The noise hit me as I walked through the door – that cacophony of clinking glasses and laughter where you can hardly hear a word that’s being said. I moved through the throng looking for my wife, and tracked her down in a slightly less noisy corner. As we were exchanging chit-chat about the American trip, a burly six-footer came over, swaying slightly. He was clearly tipsy.
‘So you’re Alan Bristow,’ he slurred. He poked a beefy index finger into my chest to accentuate every word.
‘Yes . . . who are you?’
‘I’m Freddie Laker.’
‘Pleased to meet you.’ I carried on my conversation with Jean.
The swaying Laker didn’t take the hint. Once again the index finger poked my chest. ‘I’m going to buy your company,’ he said.
I looked down at his finger, still stuck in my sternum. ‘You do that again, Mr Laker, and you’ll be carried out of here.’
That sobered him up a little. He let his finger drop. ‘I want to buy your company,’ he repeated.
‘You couldn’t afford my company,’ I said.
Just then his wife Joan appeared and sensed the tension. She pulled him by the arm. ‘Come along, Freddie. You can talk business tomorrow.’
‘Yes, let’s talk about it tomorrow,’ he said.
‘I’m sorry,’ I said. ‘Tomorrow’s my fishing Saturday.’
‘I’d love to come fishing,’ said Freddie. ‘Can we all come?’
‘Sure you can come. But you’ll be seasick.’
‘No, we’re good sailors.’
‘Okay – tomorrow morning at ten, down at Flatts.’
At the appointed hour Freddie, Joan and their daughter Elaine turned up dressed as though they were going to the Queen’s garden party, and we went out to fish. Laker and I caught plenty of snapper, yellowtail and barracuda, and were satisfied fishermen when we anchored for a picnic lunch in Mangrove Bay on the north shore of Somerset Village. No mention had been made of the previous evening’s conversation, and I thought it must have been the booze talking. As we lay at anchor Freddie looked at his watch.
‘I’m sorry, but we have to be at the airport this afternoon to fly to London.’
‘Don’t worry,’ I said. ‘We can put you ashore at the back entrance to the airport, so you can walk across to the terminal.’
I headed for the airport at full speed, and the Lakers scrambled ashore on some rocks. I thought it odd, a family going to London with no baggage, but I found out later Laker was meeting his accountant, George Carroll, who had their bags. Next day I was talking to George Fry on the phone. We discussed how business was around the world, and at the end of the conversation I said: ‘By the way, I’ve met this man Laker. He says he wants to buy the company.’
‘What did you say to him?’ asked George.
‘I told him he couldn’t afford to buy the company.’
‘Well, that was the right answer,’ said George.
But within a few days, George was reporting that he’d had an approach from Laker through a third party, reiterating his wish to buy the company.
‘Laker’s not acting for himself,’ said George. ‘He speaks for Sir Myles Wyatt.’
This was a different proposition altogether. Myles Wyatt was Chairman of Air Holdings Ltd, a well-funded private company that was bringing together a collection of independent aviation concerns to create British United Airways, Britain’s biggest private airline. Myles had been managing director of Airwork and his shareholders were bankers and shipping magnates – some of the richest men in Britain. As far as I could make out, the acquisition of Bristow Helicopters Ltd was part of Air Holdings’ plan to build a substantial aviation operating company combining fixed wing, scheduled and charter services with helicopter work.
‘You had better see what he wants,’ I told George.
A meeting was set up between Myles Wyatt and George Fry in Wyatt’s office at Airwork House in Piccadilly, but it did not go well. Wyatt had clearly thought he could pick up a progressive young company like BHL on the cheap. George thought otherwise, and said so. At the end of the meeting Wyatt suggested that perhaps the price gap could be overcome if Laker and Bristow got together to negotiate. George gave me a selection of dates on which Laker could meet me in London, and I chose one that was convenient. Before getting any deeper in talks with Wyatt, I wanted to find out precisely how much Bristow Helicopters was worth, and what the real motive was behind Wyatt’s offer in the first place. George and I took a good hard look at our cash flow and prospects for future contracts. The deeper we delved into the figures, the more thankful I was that George hadn’t given the time of day to Wyatt’s valuation. But I was not averse to selling – quite the opposite. The more I thought about it, the more the advantages impressed themselves upon me. It would certainly spell the end of the Surtax Direction Order, and would mean I’d be able to get back to Britain. However good the living in Bermuda, I felt out of the mainstream. But more importantly, I thought it would ease the perennial problem of raising finance to enable us to win new contracts. To play ball in the international oil business one needed strong financial backing to provide muscle enough to persuade the manufacturers to take deposits and allow you to lease purchase helicopters – an uncommon business practice at that time. BHL was operating in a highly competitive international market, and finance costs were a heavy burden on the company. In the long term, the deep pockets of Air Holdings Ltd would surely give us the weight to win business on a global scale.
Sir Myles Wyatt also revealed to George that Air Holdings wa
s planning to amalgamate Bristow Helicopters Ltd and Fison Airwork, which had been a fifty-fifty joint venture between Airwork and Fison Chemicals. Fison Airwork had exploited the use of Fison’s chemicals to keep the Hiller 360s in Airwork’s fleet employed on crop-spraying almost all the year round. Air Holdings Ltd had recently bought the company outright. The real profit in Fison Airwork came from operating Westland WS55s for Shell in Port Harcourt, Nigeria. From what Wyatt had said, it wasn’t clear to me whether Airwork was going to take over Bristows, or Bristows were to take over Airwork.
I rang Laker and made it clear that any attempt to subsume Bristows into Airwork would make discussions to acquire Bristows impossible. Laker got the message loud and clear and relayed it to Wyatt. On that basis I agreed to meet Laker for lunch to see it we could come together on price and terms of reference. The terms of reference turned out to be quite straightforward because Laker, who was managing director of British United Airways, wanted nothing to do with helicopters, and I was to be left alone to grow that side of the business. As CEO of all Bristow-named companies, I was to be paid a gross annual salary of £3,000 plus ten per cent of gross profits before tax, payable quarterly in arrears, plus a Rolls-Royce and chauffeur. That suited me, but a few years later when my share of the profits topped £2 million, Myles Wyatt told me he thought I’d got the thick end of the deal.
Laker and I met at Simpsons in Piccadilly on Tuesday 24 April 1960, in company with George Fry and Freddie’s accountant, George Carroll. I have done a few unusual deals in my time but the sale of Bristow Helicopters through the good offices of Laker was anything but copybook. I got on very well with him. He didn’t poke me in the stomach. I pointed out that while Fison Airwork had more helicopters than BHL, they were mostly small, older machines like the Hiller 360, which had relatively low asset values and would soon be obsolete, and that the value of Bristows’ contracts in the Gulf, Iran and South America far exceeded those of Fison Airwork. Laker made it plain that Air Holdings was quite content to have Bristows take over Fison Airwork. It wasn’t until we got to the brandy and cigars that any mention was made as to how the gap in price between Wyatt’s offer and my own valuation could be eliminated. After small concessions on both sides, the two figures settled £67,000 apart, and nothing either of us could think of would bring them closer. Freddie said he’d lose his job if he didn’t stick close to the valuation Myles Wyatt had placed on us; rather gently I made the point that the whole purpose of my coming to London to see him was to ensure that the shortfall in Wyatt’s offer was included in the deal. Freddie asked if I would accommodate him halfway on price. I wasn’t interested.