Powdr secures Bachelor stock
Published 4:00 am Friday, March 16, 2001
A majority of shareholders of Mount Bachelor, Inc., have agreed to sell their stock to Utah-based Powdr Corp., Powdr Corp. President John Cumming said Thursday.
That paves the way for privately-held Powdr to take over control of Mount Bachelor, the Northwest’s largest ski area.
Cumming said Powdr Corp. had purchased or had tender offers for 753 of the 1,382 outstanding shares of Mount Bachelor, giving the company about 54 percent interest.
The announcement came after an intense bidding war between Powdr and Eugene-based Pape Group. Owners of most of the shares went with the Utah company, despite a higher offer from Pape.
”If it wasn’t for the support of local shareholders, we would not be where we are,” Cumming said from Powdr Corp.’s headquarters in Park City, Utah. ”I’m very excited because I believe Powdr has a big opportunity in Bend.”
However, Randy Pape, president of Pape Group and the former president of Mount Bachelor, said the battle for the ski area ”is far from over.”
That’s because Powdr Corp. still must persuade Mount Bachelor’s board of directors or its stockholders to waive a state law known as the Oregon Control Share Act, designed to help companies fight hostile takeovers.
Without a waiver, Powdr Corp. still could own shares but would not have voting control, according to the law.
Powdr Corp. would not be interested in buying Mount Bachelor’s shares without a waiver, said Portland attorney David Baca, who represents Powdr Corp.
Pape, who is a board member and Mount Bachelor’s largest shareholder with about 23 percent of the stock, said he will lead a fight against any such waiver.
”This is not the end of the trail,” he said.
But if Powdr is successful in achieving the waiver, it faces few other legal hurdles and plans to integrate Mount Bachelor into Powdr Corp. as a wholly owned subsidiary by the end of April, Cumming said.
Powdr’s control of a majority of shares in privately held Mount Bachelor, Inc., may finally end a saga that began last year when the ski area’s board of directors began exploring the possibility of selling the company.
”I’m a little battle weary, but I feel great. We started this in the second week of December and found out today it’s gone the way we hoped it would go,” Cumming said.
On Jan. 8, Mount Bachelor’s board considered, and rejected, an offer from Powdr Corp. to purchase all shares of the company for $20,000 each. Powdr Corp. sweetened the offer to $20,100 per share, but the board a month later again rejected the offer.
Meanwhile, Pape Group led by Randy Pape, who at the time was president of Mount Bachelor last month jumped in with an offer of $21,100 for shares sold this year to $25,000 sold by the end of 2005 if voting rights were assigned to Pape Group.
When Mount Bachelor’s board in early February decided not to accept either the Powdr Corp. or Pape Group’s offer, both bidders decided to bypass the board and go directly to shareholders with purchase offers.
Pape resigned as Mount Bachelor president on Feb. 20 to concentrate on his company’s bid for the ski area.
Before the news broke that Powdr has gained a controlling interest, Pape on Thursday afternoon increased his offer to $22,100 to $26,000 for each share.
Reached by telephone Thursday, Pape said he couldn’t understand why shareholders would pass up his offer, worth $2,000 per share more than Powdr’s.
”I don’t know what shareholders want to do,” Pape said. ”If they want to sell at a $3 million discount to Powdr, I guess they can do that. But hopefully they’ll weigh the facts and information and make a different decision.”
Why would shareholders choose to accept a lower price?
Tom Healy, a son of Mount Bachelor founder Bill Healy and owner of a convenience store and gas station in southeast Bend, said Powdr is better suited to run Mount Bachelor. Healy was the point man locally for Powdr Corp’s bid.
Powdr Corp. owns four ski areas: Park City Mountain in Utah, and Boreal Ridge, Soda Springs and Alpine Meadows in California. The company is owned by John Cumming and his brother, David.
”I want to tell everyone this was not a price issue,” Healy said. ”We wanted what was best for the mountain and the community, and we felt that Powdr was the professional ski company choice.”
After the Pape Group, significant shareholders include Beverly Healy, Bill Healy’s widow; Healy’s children from his first marriage; the Stevenson family of Bingen, Wash., and the Pease family, also of Washington.
Should Powdr Corp. prevail, John Cumming said the company has no immediate plans to replace or lay off employees, including senior staff members.
”We’re getting to the end of the ski season, so it’s not the time to be making changes,” he said. ”We need to look at processes and such before making any decisions.”
Mount Bachelor is one of Central Oregon’s top five private employers. During the ski season, the it employs an estimated 850 workers. It serves an estimated 550,000 skiers and snowboarders per year, the most of any ski area in Oregon, and generates consistent gross revenues of about $22 million annually.
The ski area had a net loss of about $207,000 last year, the first time in a decade that it had lost money. Cumming believes that isn’t a trend.
”I have absolutely no reason to believe Mount Bachelor can’t be profitable like it has been in the past,” he said.