BUSINESS EMPIRE IN ARLINGTON

A Mid-Cities matriarch builds a city where there’s none

IN 1950, CHARLES Mathes, son of television magnate Curtis Mathes, bought the Circle K Farm in Arlington lock, stock and barrel for $90,000. Three months later, he sold off the stock and the barrel. The lock-and more astutely, the land–he kept. By 1954 other family members had added 600 contiguous acres to the farm. The property as a whole-some 1.500 acres-was acquired for an average cost of $600 per acre.

Thirty years later, in 1980, Mathes’ nephew, Andrew Kelton, then a real estate broker for Dallas-based SPG, worked hard to interest developers in the Circle K land. “It was hopeless,” says Kelton. “They wouldn’t even talk to me.” Then, in 1983, Trammell Crow offered Andrew and his mother, Jane Mathes Kelton, the family warden of the land, “around $2 a foot for 125 acres. There are 43,560 square feet to an acre. It figured out to more than $87,000 an acre-or $12 million in cash.”

“It took me about 10 seconds to say ’n-n-n-no,’ ” says Jane. “It stuck in my throat to turn down that sort of money. But when the big boys offer you $2 a foot, you just know it’s got to be worth three times that.”

Crow’s bid came too late. Jane and Andrew Kelton, chairman and vice president of the Kelton-Mathes Development Corp., had decided to develop the property themselves. They would build a city, a 340-acre commercial city, with 7 million square feet of office and retail space. In celebration of their Scottish heritage, they would name their city the Highlands of Arlington.

TO BUILD A city has all but become a Texas tradition among the super rich. Las Colinas, a 12,000-acre “planned urban community,” bears the stamp of the Carpenter family; Riverside, a450-acre “urban center” in Grand Prairie, is associated with the Hunt name. Now, the Highlands is a vision of the clan Mathes. Not content to simply invest in their city’s future, these wealthy families, like those in Renaissance Italy, are taking a hand in shaping it.

Arlington is a prime target for “new city” growth. By the year 2000, the city’s population, at a projected half million people, is expected to exceed Fort Worth’s. Arlington will sprawl, by necessity, to the south. Those 340 long-ignored Circle K acres, dissected by Matlock and cresting Interstate 20 to the north, sit right in the demographic center of what Arlington is expected to become.

Jane Mathes Kelton’s foray into big-time development was not as sudden as it seemed. Seventeen years ago, she and her brother, Curtis Mathes Jr. had dreamed of building a city out of the black Circle K dirt. For a period of years she now refers to as her Fountainhead period, Jane traveled all over Texas, inspecting office towers and retail developments in an effort to emulate novelist Ayn Rand’s Frank Lloyd Wright-modeled hero. She spent an evening in discussion with architect O’Neil Ford and researched the history of cities back to Jericho. She learned that “what characterized the great cities like Constantinople, Florence or Venice at the height of their power was beauty.”

Despite that preparation, Jane worried that she was nearly 49 years old, and “damn near crippled” by a bone disease that, according to medical wisdom, should have confined her to a wheelchair. To skeptical friends and family who reminded her that she was “not Trammell Crow,” she challenged, “Come back in 20 years.” “I remembered that my father was 53 when he started the television company,” Jane says, “and I stopped worrying. My father always told us never to look back. He never did.”

Throughout the family, there is unabashed veneration for “The Man.” His accumulated sayings, a powerful blend of the capitalistic and the apostolic, come across as a sort of home-grown “gospel according to Mr. Mathes.” The home he headed was patriarchal, recalls Jane, who even as an adult addressed her father as Mr. Mathes. His word was law. Honesty was a way of life; a family axiom was “you don’t do business with a man who doesn’t play by the rules.” And Curtis Sr. apparently revered thrift as only a Scot can. A story is told of the senior Mathes flying to Washington, DC., not long after selling his air conditioning company for $11 million. Some poker-playing businessmen in first-class asked Mathes to join in. The dollar-a-hand stakes, he replied, were “too rich for my blood.” Grandson Andrew insists the story can’t be true, though, because “he never flew first-class in his life.”

“Dad was deadly afraid we’d turn out spoiled,” recalls Jane. “So at every opportunity, he’d tell us we didn’t deserve anything we had. As soon as he could afford it after the Depression, he bought a farm so we wouldn’t grow up as country-club bums.” Sons Charles and Curtis Jr. apprenticed at the factory when they were 14 and concluded that “after living at home, the cruel world is going to be a picnic.”

Jane spent her life blazing a trail in a male-dominated household. She was a civil rights activist, an anti-war protestor, a pioneer in closed-circuit video. She was a principal founder of the USA Film Festival and the Texas Film Commission. Jane was the first woman invited onto the floor of the American Stock Exchange for an opening ceremony and was the creator of a national Curtis Mathes advertising campaign. She is an ardent student of architecture and design. Despite these accomplishments, Jane says that “coming through that male culture as a daughter, sister, wife and then mother, you find that you’ve spent your life trying to please others. When you get to this level of business, you can’t play that way anymore.” An ardent believer in Margaret Mead’s theory that after a nurturing phase women get a resurgence of energy, Jane says, “I’ve told them all: ’Don’t get in my way.’

Andrew Kelton, at 25, is the Highlands “quarterback.” Said to have inherited more than his fair share of Curtis Mathes’ business acumen (“He can bargain better than an Armenian rug merchant”), Andrew sits on the boards of the Arlington High Technology Development Council, Greenhill School, the Technology Development Enterprise Center, and the Advisory Board of First City Central Bank of Arlington. “It’s a distinct advantage working with someone you raised,” says Jane. “You know your thinking is going to be in sync.”

The blueprint for the mother/son development in Arlington is “amazingly” similar to early plans devised by Jane and her brother. On the western edge of the land, opposite a long-planned Sears store, is the retail area. From its center will rise a hotel-needed, claims Andrew “to serve visitors to recreational parks like Six Flags.” To the east of the retail area will be garden offices leading to a 230,000-square-foot medical campus called Highpoint. Highpoint is the first phase of the 10-year Highlands development; road work and construction on it has already begun. East of Highpoint will be a central square with four office towers as well as more garden offices. Finally, at the “Dallas end” of the development, a 2-million-square-foot high-tech research and corporate park is planned.

The Keltons have carefully wooed Arlington planning officials in an effort to heed a favorite Mathes axiom: “A piece of land is only worth what the city will let you do with it.” To get our “feet wet as developers” and to build credibility with Arlington city planners, the Keltons built a pilot retail and office site called Barclay Square. “After the plans had been approved,” Andrew says, “the city had no nasty surprises. We built Barclay Square to the brick.” In the same way, the Keltons have worked hard to win friends in the surrounding communities. Barclay Square, for example, was intended to include an apartment complex, but opposition from neighborhood homeowners persuaded the developers to change their minds.

Jane is the first to admit that the Highlands have provided her and Andrew with an incentive to pay their civic dues. Jane recently agreed to serve as a consultant to certain Arlington business organizations. Andrew’s volunteer time on various boards is viewed as developing the type of civic credentials a Crow or a Stemmons might recognize as “clout.” In return, local politicians and community leaders have been vocally enthusiastic about the project. Says State Rep. Tom Vandergriff, “The 1-20 corridor is the heart of our region’s future. So is the high-tech industry. The Highlands is putting the hand in the glove.” Arlington Mayor Harold Patterson recently told reporters that Highpoint Medical Campus, with its wellness center and advanced preventive medicine facilities is a major step toward creating “a critical mass of medical expertise in the area,” which could make “South Arlington to the Metroplex what the Woodlands Medical Complex is to Houston.”

“What we’re trying to do,” explains Jane, “is to help change Arlington from a bedroom community into a business community. We have a city growing all around us. All we have to do is build a heart into it-a lively, commercial, cultural district. This is going to be the downtown, not just for Arlington but for the entire Mid-Cities area.”

Although the Highlands will compete with Las Colinas, its direct rival is Bedrock Corp.’s Grand Prairie development, Riverside. Both projects are backed by “patient money”-capital that can float a development until there is profit. Mathes money, obviously, is buoying the Highlands. Hunt dollars float Riverside. For the last two years, Bradley Bayoud, brother-in-law of Ward Hunt, was president of Bedrock (He left in September). Bayoud and Andrew Kelton hold a mutual feeling of hostility as old as their acquaintance. Their business philosophies are completely at odds: “I have no way of knowing the exact figures, but Bedrock must have spent $1 million promoting Riverside,” claims Andrew. “Brad threw luxurious parties. His whole style is flamboyant. I still fly coach.”

But Realtors insist that the Highlands will be first-class. “In the past, Arlington has suffered from unsophisticated developers,” claims Andrew. “Things have improved with Trammell Crow and Lincoln Properties, but before them, developers bought cheap, built cheap, leased as high as they could, squeezed every penny out and then sold. You can drive around and see it.”

To ensure against schlock building in the Highlands, the Keltons have developed restrictions that “amount to a tome.” For example, city landscaping codes call for four-lane roads to be 120 feet wide, bordered by 10 feet of green space. In the Highlands, roads are 150 feet wide, with 40 feet of green on either side. The aesthetic heart of the Highpoint project is a sculpture inspired by Stonehenge and carved out of granite from Marble Falls. “Near a small lake, we’ll have seven granite pillars, one with a crosspiece housing a fountain,” explains Jane. “Each stone will stand some 21 feet high and weigh between 30,000 and 50,000 pounds. When you build a new city, you have to anchor it to the past. Those stones have got to look like God put them there.

“We’ve owned this land for 30 years, and it doesn’t matter if it takes another 30 years to develop it,” says Jane. “Don’t get me wrong-we’re here to make money, you better believe it, but we’re not going to flip this thing for a profit and get out. My children are always kidding me about my ’empire.’ But I do have my own empire to build. This is not a one-project company. We’re here to stay.”

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