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MAGNIFICENT OBSESSION

In the greatest gamble in Dallas real estate, Ben Carpenter built Las Colinas into one of the world’s most highly acclaimed developments. Now, the high cost of Ben’s dream has brought the Carpenter empire to its knees.
By Sally Giddens |

AND IT WAS CALLED BEN’S Folly. Many less-than-forward thinkers also dubbed it Lost Colinas, in reference to its location, which was somewhat remote for a Dallas of 1975. That was when development in Las Colinas was still just beginning. But today, as you drive west on John W. Carpenter Freeway toward the Dallas/Fort Worth International Airport, the reality of Ben H. Carpenter’s dream rises majestically from the prairie. Glancing in the rearview mirror where the image of downtown Dallas is reflected, you can’t help but be struck by the simple genius of Las Colinas, the logical purity of the location that the real estate industry calls one of the best in the United States. Believe the stories you hear about downtown office brokers who pick up relocation prospects from the airport and drive all over town just to avoid the shortest route to the Central Business District-the one that goes through Las Colinas. They don’t want their clients to get even a glimpse of Ben’s 12,000-acre little ranch of the hills.

If you’ve been around Dallas for very long, you’ve heard the history. . .that Las Colinas takes its name from the nickname that Ben’s mother Flossie Carpenter, bestowed on the family ranch-“El Ranchito de Las Colinas” or “the little ranch of the hills.” And that’s how it all began, as the ranch that was a young Ben Carpenter’s idea of heaven on earth. In 1948, at twenty-four, already a decorated veteran of World War II and a graduate of the University of Texas, Ben Carpenter became president of the Crockett Company, a small real estate com-pany created by his legendary father, John W. Carpenter, to acquire land in the Las Colinas area for the family to add to its 1,500-acre homestead.

“My father,” Ben Carpenter once said, “loved to build.” Ben’s son, John W, Carpenter HI, could make the same statement about his father, though he’d probably call him “daddy.” And surely, the family seems to have a magical touch. Two years ago, in those intoxicating days of 1985-just ten years after development began-Las Colinas was a new city alive with some 45,000 daytime inhabitants and a nighttime population of nearly 20,000. Las Colinas was a place where you could gaze out your office window past a sparkling Lake Carolyn, named for Ben’s sister, Carolyn Carpenter Williams, and watch shoppers take a water taxi down the canals to lunch; where you could walk out of your office and be on one of four championship golf courses in ten minutes; where you could drive down landscaped boulevards to go home in the evening, never leaving the manicured environs of Las Colinas. In 1985, it appeared that Las Colinas was home free. The development had weathered several years of low occupancy rates, lagging far behind the rest of the Dallas real estate market. Analysts warned that Las Colinas was overbuilt, but an unyielding Ben Carpenter continued to reiterate a personal creed-the plan for Las Colinas was long term. To belong in Las Colinas as a developer, you had to share his vision. Consequently, the developers who built there had staying power-Lincoln Property Company, Trammell Crow Company, Ho-mart Development Company.

From 1981 to 1985 the Las Colinas Corporation, a wholly owned subsidiary of Southland Financial, averaged $80 million a year in land sales to developers who were bound by contract to build on the property within two years. Absorption remained strong in Las Colinas through those heady years. The low occupancy rates continued to climb steadily toward that sought-after ninetieth percentile.

And then, last year, it happened-the same thing that happened to every other real estate developer in Dallas, every developer in Texas: the bottom fell out. And even Ben Carpenter, with all of his vision, with all of his hard work, and with the Southland Financial empire behind him, was not immune. Though this was every developer’s story, the familiar events took on a special poignancy. This wasn’t the tragedy of some Harvard MBA with the dirt of New York City still fresh on the soles of his wing tips. This was happening to Ben Carpenter, a man who was born and raised here, a man who had grown up on the ranch that was now Las Colinas. It was incomprehensible, but people were beginning to say his Southland Financial Corporation might be the first of the big Dallas real estate empires to fall.

The events of 1986 were frenzied. Land sales in Las Colinas-the company’s main business-dropped to $20 million last year. Cash flow dried up. The company’s hotels were losing money fast, sucking the breath from Ben’s creation. Before the year ended, the Carpenters would scramble to put Southland on the sale block and wait in vain for a buyer with a respectable offer. When the announcement was finally made that the company was no longer for sale, Southland Financial had reached the end of an era. Ben Carpenter, sixty-three, after much prompting from his doctor and family, stepped down from the job of CEO and turned over the day-to-day operations of the company to his son. Though his life’s work stood shining and beautiful beside the freeway named for his own father. Ben Carpenter was handing John W. Carpenter III a crumbling empire burdened with vast debt and little cash to make payments.

The Birth of Ben’s Folly



THERE’S NO QUESTION THAT A BIG part of Las Colinas is smoke and glitz and image. The aura that surrounds the place is magical, and Ben Carpenter is the magician. His spell was cast not with the simple touch of a wand but through years of fixated conjuring. While other CEOs were out hitting balls on those championship golf courses, Ben Carpenter was concentrating on his favorite hobby-Las Colinas. His hand is in every inch of Las Colinas. from his pet project, the Disney-esque Area Personal Transit system, which will be carrying people by 1989 and will someday connect with DART, to every bush and each foot of sod that are part of the strict landscaping requirements, to the formidable architectural control committee that reviews everything built there.

Ben Carpenter is the type of man who physically gets out and walks his real estate. Business associates say he is abrasive, a hard-nosed negotiator. He’s a man that people call a son-of-a-bitch- but they mean it as a compliment. They say he’s hard to deal with, domineering-but always fair. He may not be terribly well liked, but he’s enormously respected. When I talked to Ben Carpenter about the past and future of his company, I was surprised, after all I’d heard, to find him a very soft-spoken man, with that automatic if not wholly sincere courtesy and deference to “ladies” that is a trait of many older Texans. He focused on the future and the past with equal clarity, and his quiet answers were delivered eye-to-eye-when Ben Carpenter talks, he holds you in his gaze and means business.

“He’s very demanding of excellence.” says Bob Kaminski, a Dallas developer who has had interests in Las Colinas. “That’s his homestead and he’s fiercely protective of it. It’s like having people build in your back yard. But without his close control and his hands-on determination, Las Colinas would never have happened. He hasn’t made many mistakes.”

When Ben Carpenter joined the Crockett Company, he was heir apparent to a father who was one of the pillars in the legendary Dallas patriarchy. (John Carpenter Jr., Ben’s older brother, was killed in 1936 when he was a sophomore in college in an automobile accident in Austin.) The senior John Carpenter was a self-made man who was a chief of industries, and he created not one but three successful business empires in his lifetime-empires that contributed significantly to the building of this city. John Carpenter served for twenty-two years as president of Texas Power & Light, he founded the Lone Star Steel Company, and he started the Texas Security Life Insurance Company, which through a series of mergers grew into the huge Southland Life Insurance Company. The Crockett Company together with the publicly owned Southland Life became the family’s cherished Southland Financial Corporation-the resources that would build Las Colinas.

In 1975, when the digging of Lake Carolyn had begun and the first building was going up in Las Colinas, Ben Carpenter’s timing couldn’t have been better. Dallas was coming out of the worst real estate slump it had ever seen and Las Colinas was ready to ride the upswing. Back then, Southland Financial was a pretty diversified corporation. The life insurance company was still its major entity; Las Colinas Corporation was an infant. But over the next ten years, Southland Financial began to change, to crystallize into a purer form called Las Colinas. When 1986 rolled around. Southland Financial Corporation would be less diversified-and more vulnerable-than it had been in years.

The biggest change in the makeup of Southland Financial came with the sale of Southland Life to Franklin Life on January 3, 1984. The sale netted Southland Financial $275 million in cash and a $77 million note due the following January. The proceeds were used to reduce Southland Financial’s bank debt that had grown with the land development in Las Colinas. Looking back, Ben Carpenter explains the sale as part of a pattern matched by regional companies like Fidelity Union Lite, United Fidelity, and Southwestern Life, which were all acquired by bigger insurance companies. In a modern, deregulated financial environment, regional companies were finding it difficult, if not impossible, to compete with the big mutual companies and their tremendous resources. If Southland Life were to survive, it would have to grow and that would take capital, a lot of it. Ben Carpenter preferred to put that capital into Las Colinas.

With that sale, Southland became what it was back in 1948 when Ben came on as president of its predecessor, the Crockett Company-a real estate concern. But there was one big difference. Southland Financial was a public company.

“As a pure real estate company.” Carpenter says in his comfortable Texas drawl, “it was felt that it might be better to be a private company than a public company. So, the family decided we would make a proposal to take it private.”

That simple decision in the fall of 1984 quickly turned into a complicated matter. The Carpenter family members owned 31 percent of the company at that time. What they didn’t know is that real estate syndicator Craig Hall had previously acquired 4.9 percent of the company’s stock, just below the Securities and Exchange Commission filing level, believing that the company would probably be bought out or taken private.

“1 didn’t have plans to get actively in the fray,” Hall says. “I was in Paris when I got a call that the Carpenters had made an offer for the company. But I didn’t like it.” The Carpenter leveraged buyout (LBO) was an offer of cash and junk debt valued at about $32.50 a share. Even though Hall says he would have made $7 or $8 million from that offer, he believed at the time that if the company were liquidated, the per share asset value would be between $80 and $100, considering the quality of the Las Colinas development, the value of the undeveloped land holdings there, and the ten-acre Southland Center property in downtown Dallas. He thought the stock would eventually sell for $40 or $50. So, Hall acquired another 5 percent of the stock and made the required filings with the SEC.

“I’d never heard of Craig Hall until I read it in the morning paper that he’d acquired a sizable block of our stock,” Ben Carpenter says. “And then I guess these things feed on themselves. With the knowledge that he had bought that stock, arbitrageurs began to buy it and that began to move it up on its own momentum. It carried [the stock price| to the point beyond which we felt was an appropriate level to take the company private.”

One of those arbitrageurs was Ivan Boe-sky. Boesky and others put out feelers to Hall, hoping to form a joint venture to buy the Carpenters out. but Hall decided he’d rather deal with the Carpenters.

“We entered into what you call a standstill agreement and acquired the Hall stock,” Carpenter says. “And that stabilized the situation at that point and made it impractical for the thing to mushroom further.”

The “we” in that buyout was the family, not the corporation. In many LBO situations companies use corporate funds and pay raiders “greenmail,” a somewhat unethical practice that Ben Carpenter didn’t feel was appropriate. The purchase was made with family funds.

The Carpenters paid Craig Hall $37.50 a share for his stock. He made $14,250,000 on the deal. At the time Southland Financial traded for as high as $38.25. Hall’s stock brought the family interest in the company up to about 41 per cent. The stock price fell steadily through the balance of 1985 since most of the speculators were dumping stock after the Carpenters withdrew their LBO offer. Boesky, who had acquired the largest chunk of his stock at $35, and the rest of the Southland Financial shareholders were taking a beating on their stock. Boesky doubled his position to 9.8 percent in the spring of 1985 with purchases at levels between $22.50 and $29.37, and has since sold some but not all of his Southland stock. Ben Carpenter is still a little dumbfounded by the Boesky connection. He says he’s “never talked to the man.”

“Even at the time he bought it, we never had any conversations or communication, which surprised me. I don”t know why he bought it or why he still owns a good portion of it. I don’t know.” Carpenter says.



WITH THE FAMILY SOLIDLY IN control of Southland Financial once again. Ben’s focus was on Las Colinas. By now, it may be hard to remember that in 1985 the Dallas real estate market was going great guns. No one was out there predicting gloom and doom, and if someone dared to, they were probably run out of town on a rail. When opportunities arose for Las Colinas Corporation to pick up some large chunks of land, the company, logically, made the purchases. From today’s perspective, these purchases appear less than wise-they were setting Southland up for a hard fall. The company was adding land to its portfolio and taking cash out. The following year. i( would desperately need to do the opposite. Ben, emphasizing again the long-term nature of the project, would vehemently disagree that the land purchases were anything but a positive step-they were just a means of protecting the future of his project.

One of those pieces of property is called Kinwest, but Ben Carpenter knows it as the Byer Ranch. Basically the Las Colinas development is what is known as the Hackber-ry Creek watershed-Hackberry Creek and its tributaries. But there was one piece of property in the area that the family had not acquired-the Byer Ranch. The Byers left their ranch to the National Jewish Appeal. It was choice land, considering what had built up around it, and a lot of people tried to buy it-including Ben Carpenter.

“It so happened that the Simkin family from Canada was able to get the contract on it and they brought in Great West Life Assurance Company as their partner,’1 Carpenter says. “Then they invited us [in 1980] to come in and acquire one-third interest on the property and be the developers. When I say us, it was the Las Colinas Corporation.”

Las Colinas Corporation, as one-third owner, developed the Kinwest residential project. And in 1985, when the Simkin family decided to sell its two-thirds of the Kinwest property, Las Colinas Corporation was the natural buyer-to the tune of $80 million. Analysts have criticized the purchase, but to Ben and the corporation, Kinwest was already a part of Las Colinas, in spirit if not literally. Allowing another developer or owner, one that might not share the grand vision of Ben Carpenter, to have such an important toehold in Las Colinas just wouldn’t do.

Another 1985 land acquisition was criticized in an article in Barron’s that accused Ben Carpenter of squirreling away cash for his impending retirement by selling Las Colinas Corporation land he owned at a premium. This particular purchase involved the Beaver Creek Farm Joint Venture, land that was originally part of the family homestead.

“I was flabbergasted by the article, frankly, because it misrepresented a number of things in there,” Carpenter says. “They made a big to-do about the Kinwest development being some kind of mysterious transaction and the fact that we had three directors on that board when the only reason for that was that there were nine directors, three from each of the companies that had a third interest. Then they talked about the Beaver Creek Farm property as if there were something mysterious there.

“I had [personally] sold that property some years back to the Urban Investment Development Company, which is a wholly owned subsidiary of Aetna. Their policy was to be a joint venture partner when they went into a new area, and they asked Las Colinas Corporation to be the partner. I referred them to the company and the decision was made by the board of directors absent John and myself. That particular piece of property was right in the middle of Las Colinas and so it was logical [for Las Colinas Corporation] to be involved,” Carpenter says.

Carpenter followed the same reasoning used in the Kinwest acquisition when Aetna wanted to sell its interest in the Beaver Creek deal. Again the natural thing to do to protect the integrity of the Las Colinas development was for the Las Colinas Corporation to acquire the remaining interest. In doing so, the corporation assumed Aetna’s liabilities, which included a $25 million note and $5 million in interest to Carpenter and $28 million in Beaver Creek bank debt.

Southland’s inventory of land continued to climb along with its debt. Ben’s timing had been perfect back in 1975, but these moves were not in tune with the coming market. In 1985, Drexel Burnham Lambert put together a junk bond deal for Las Colinas Corporation that raised $200 million; $83 million went to refinance debt on various land deals; $80 million was for the Kinwest acquisition. Southlands total debt climbed from $489 million at year-end 1984 to $731 million by the end of 1985. Before 1986 passed, it would jump another $155 million. At the close of business March 31, 1987, Southland’s debt had soared to $932 million.



BY THE FALL OF 1986, BEN CARPENTER had had enough. Finally, he listened to his doctor and family, who had been urging him to retire. The stress of sixteen-hour workdays was accelerating Carpenter’s failing health. It was not an environment for a man with a hereditary heart condition. (His father died of a second heart attack in 1959.) Ben Carpenter’s retirement was announced in late September simultaneously with the news that Southland Financial Corporation was for sale. Though John Carpenter had worked for Southland Financial for nearly ten years, it was understood that the Las Colinas complex was Ben’s baby. Given the impending tax law changes that would go into effect on January 1, 1987, and would make a future sale of the company much less lucrative for the family, the announcement did not take many by surprise.

For the second time in two years, Southland Financial stock would take a roller coaster ride. After the sale was announced in late September, Southland stock soared, only to fall hard when the company withdrew from the sale block after it saw there would be no buyer before December 31. Constant bad news about the Dallas economy and Southland’s huge debt were blamed for the lack of bids.

Further drops in the stock price since the aborted sale reflect the activity of arbitrageurs who bought with the news of the sale, hoping to make fast money, then dumped their stock when the company announced it was no longer for sale. And the stock has continued to lake a beating, lately trading in the $8 range. Analysts blame subsequent drops on European buyers who may have bailed out because of what was happening with the dollar. Then there was [he continuing negative press about the Dallas economy and the connection with Ivan Boesky, which may also have contributed to the dive.

Craig Hall continues to watch the company and says he still thinks the stock is a good buy. considering the long-term worth of Las Colinas.

“The quality that Ben put into Las Colinas is a double-edged sword,” Hall says. “The shareholders have put money into quality that won’t pay off soon, and when it does pay off, it may be to someone else.”



The Passing of a Dream



THIRTY-FIVE-YEAR-OLD JOHN CARPEN-ter stands taller than the man he calls daddy. He talks faster and is quicker to smile. But when the conversation turns from old fraternity friends to the fate of Southland Financial Corporation, the younger Carpenter, whose handsome, boyish face defies his salt-and-pepper hair, seems to age ten years and takes on a worried look that’s too common in Dallas these days. In 1969, when the cities of Dallas and Fort Worth were planning a new regional airport and while Ben Carpenter and his brother-in-law and partner Dan C. Williams were mapping out Las Colinas, John Carpenter III was preparing to graduate from Highland Park High School. When his daddy was breaking ground on Las Colinas, John was deep in the land of Red Raiders, busy with SAE fraternity functions and Business 101. In June of 1976, following his graduation from Texas Tech, John joined his father at Southland Financial Corporation. He moved through the ranks, serving in various capacities for the company’s subsidiaries while Las Colinas was kicking up dust and mesquite and proving the naysayers wrong.

Plenty of stories have been told of the younger Carpenter struggling under the thumb of an overbearing father. But sitting across a conference table from his father, in the cool, handsome Southland headquarters in the Towers at Williams Square, John Carpenter shows no signs of a strained relationship with his father. The two talk about their company, switching comfortably back and forth as the interview progresses from subjects more familiar to one or the other. When we get around to talking about the present, (hough, the floor belongs to John.

One of John Carpenter’s first actions as newly inaugurated CEO was to hire La Salle Partners Limited, a Chicago-based real estate and investment firm, to help restructure the company to better deal with the present real estate environment. Though his father could look at Las Colinas and see twenty years down the road, John Carpenter is forced to concentrate on the short term. When asked about long-term positioning and where the company wants to be when this market turns around, John responds very simply: “I want to be around.”

Some of the biggest drains on Southland Financial have been its hotels: the Mandalay Four Seasons Hotel and Inn and Conference Center and Sports Club in Las Colinas, the Sheraton at Southland Center downtown, and the Sheraton-Crest and Four Seasons in Austin. “They are just doing terrible,” John says. Earlier this year, Southland sold the Mandalay and restructured ownership on the Inn and Conference Center and the Sheraton-Crest.

“We didn’t get a lot of cash out of those deals, but we cut off a cash drain,” Carpenter says.

Although he thinks Las Colinas is overbuilt, Carpenter knows the area is outperforming the rest of Dallas. The downtown property is another matter.

“Southland Life moved out [of the older Southland Life Building] in May and our occupancy dropped from about 80 percent to about 55 percent. The Skyway Tower, the newer building, is 90-plus percent occupied. But the property is not cash flowing and needs to be addressed,” Carpenter says.

And then there’s the Austin property. Most analysts agree that the Austin office market is worse off than the Dallas market and will be slower coming back. The project-a hotel, office, and retail complex laid out on the banks of Town Lake-exudes Southland’s expensive, first-class touch. But that hasn’t made leasing a whole lot easier.

“I’m biased,” Carpenter says. “I think it’s the best property in Austin. But it has troubles. We are about 50 percent leased and have a pretty good tenant base-lawyers, who have a tendency to grow, especially in Austin. But the leases are below what our projections are. We are working with our lender on a plan to carry the property through the tough times.”

What’s the plan that La Salle and Carpenter have been working on lo these many months? It’s a four-parter, and it’s going to sound very familiar.

“There are four keys, and one is reduction in our overhead and staff-getting it into a leaner group,” Carpenter says.

In the past, Southland’s large bureaucracy ballooned to more than a thousand employees. If the corporation were going to keep developers in Las Colinas at close rein, it needed people to go out and count each bush a developer planted, checking it carefully against the approved landscaping plan. But with development slowing, the employees are dealing with property management, marketing land, and some restructuring. That doesn’t take masses of people. Southland used to occupy three floors in the Central Tower at Williams Square. It’s now in the middle of consolidating to two. In May of last year. Southland had 1.050 employees. By June, that number had been reduced to 550. The cuts will save Southland $7,885,000 annually.

“The second thing we are doing, and have already begun, is eliminating some businesses that are unrelated to our core business. We had a security company and a restaurant company and a taxi company. They were either breaking even or making a little bit of money, or losing a little bit of money, but they took a lot from the company from a management standpoint,” John Carpenter says.

Ben Carpenter, who has been sitting quietly, listening to his son spell out the future of the company, jumps in to elaborate: “Things are different now. I was dealing with a certain set of economic conditions and his are different. When we first began to develop out here, we had to start a taxi company and a restaurant company, These big corporations who are considering relocating have checklists, and if you don’t have those things like a taxi service, they pass you right by. And restaurants. What comes first, the chicken or the egg? We needed to have places for these people to eat, But we don’t need to be the ones providing these services anymore. The environment has changed and matured.”

Southland also plans to sell some assets. Brokers will joke that anything the company owns is for sale, and that’s close to the truth. But it’s Southland Center that the company is really trying to get rid of. It was put up for sale four years ago and drew some interest, but not at the prices the Carpenters wanted to talk about then.

“We turned down several offers for being too low,” says John. “Today, we’d take the prices we were offered back then in a minute.”

Though Southland Center has been criticized by many who think its turquoise facade shrieks of outdatedness, Ben and John both are quick to defend the complex. John admits, somewhat sheepishly, that he likes the looks of the building and says the infrastructure is not deteriorating or terribly outdated. (“It’s a good, solid building.”) Ben talks about the location and how it has actually improved over the years as the activity center of downtown has moved to the northeast and the nearby Arts District. (“It’s a building that’s its own building.”)

The last part of John Carpenter’s four-part plan is restructuring debt. The biggest chunk of the restructuring began in late June, when Southland hired Drexel Buraham Lambert to rework the $200 million in notes it put together in 1985, and which would have come due in September 1992. It’s a solid plan, and if it works, it will save the company. But, as John Carpenter says, “It’s painful.”

Although John and Ben Carpenter insist that Southland Financial is no longer for sale, some analysts speculate that the proposed changes have another, unspoken purpose: to clean up the portfolio and make the company attractive to Japanese investors, who are more interested in simple, clean packages than messy, diversified companies. Those analysts may be on target. One of the many marketing publications sitting on the expensive mahogany tables in the Southland headquarters is a slick, wine- and gold-colored brochure printed in English and in Japanese.



THE CARPENTER FAMILY HAS BEEN intensely private, and it has been difficult for them to deal with the periodic disclosures required of a public com-pany and the press scrutiny that follows these disclosures. When I went out to Las Colinas to meet with John Carpenter. I knew that he would rather be on the golf course or even in a meeting with lenders. But the company was again changing, and those changes would soon be announced to the public. Walking past the Mustangs that dance in the fountains at Williams Square, I thought about how little time had passed since this world-class planned development was the untouched ranchland that Ben Carpenter romped on as a boy. John, still new at this CEO business, couldn’t answer all of my questions, so he called on the expert. “I asked Daddy to join us today,” he said. Mr. Carpenter strode into the room and delivered a powerful handshake. He didn’t exactly fit the picture of a man who had retired for health reasons.

“I needed to change my lifestyle, if you want to call it that,” Mr. Carpenter said.

“Is he doing that?” I asked John.

“Yeah, he’s lost forty-“

“That’s fifty,” Mr. Carpenter interjected.

“Fifty pounds since January,” John continued. ’And I’ve gained ten. I guess it comes with the job.”

Yes, John is in the CEO’s office doing the job that his daddy did for nearly forty years, dealing with the day-to-day stress of a company with serious problems. He’s taken over the role of working sixteen-hour days. And Mr. Carpenter, he’s down the hall. He comes to the office every day, just as he always has. These days, though, he goes out to lunch and gets home well before dark. But he’s there when John needs him, with a lifetime of wisdom behind his blue-gray eyes. Ben Carpenter is still chairman of the board. He still keeps a hand in Las Colinas.

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