STATE LIBRARY OF SOUTH AUSTRALIA
J. D. SOMERVILLE ORAL HISTORY
COLLECTION
OH 619/10
Full transcript of an interview with
MICHAEL ASTLEY
on 10 October 1997
by Rob Linn
Recording available on CD
Access for research: Unrestricted
Right to photocopy: Copies may be made for research and study
Right to quote or publish: Publication only with written permission from the
State Library
OH 619/10
MICHAEL ASTLEY
NOTES TO THE TRANSCRIPT
This transcript was donated to the State Library. It was not created by the J.D.
Somerville Oral History Collection and does not necessarily conform to the Somerville
Collection's policies for transcription.
Readers of this oral history transcript should bear in mind that it is a record of the
spoken word and reflects the informal, conversational style that is inherent in such
historical sources. The State Library is not responsible for the factual accuracy of the
interview, nor for the views expressed therein. As with any historical source, these are
for the reader to judge.
This transcript had not been proofread prior to donation to the State Library and has
not yet been proofread since. Researchers are cautioned not to accept the spelling of
proper names and unusual words and can expect to find typographical errors as well.
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TAPE 1 - SIDE A
SOLA HISTORY PROJECT.
Interview with Michael Astley on 10th October, 1997, at Finlaysons,
Adelaide.
Interviewer: Rob Linn.
Michael, just to begin with, where and when were you born?
MA: Adelaide, in April 1928.
Were you educated in Adelaide as well?
MA: Yes, St Peters College.
And did Law Degree here?
MA: Law Degree, Adelaide. Always lived here.
You were articled here, I know that, but where did you first practice in
Adelaide?
MA: I was articled in the old Baker, McEwin, Millhouse & Ligertwood, and then
after I'd finished my Articles and been admitted to the Bar in December 1950, I
went up to the Supreme Court for twelve months as an associate to the late
Herbert Mayo. Then I went overseas for six months, and I started in what was
then Finlayson, Phillips, Astley & Haywood on September 2nd, 1952.
So that was your Father's firm at that time, was it?
MA: Yeah. Ernie Phillips was the senior partner. And I've been here ever
since. (Laughter)
They obviously like you Michael.
MA: I nearly went at one stage. I was head-hunted by BHP.
True?
MA: Yeah.
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For which you're truly grateful you didn't take up?
MA: I'm truly grateful. There were two of us in the end. A fellow called David
Adam, who was a solicitor in Melbourne, and myself, were the two. I spent two
days in Melbourne with BHP, and I'm eternally grateful that I missed out.
(Laughter) Because David Adam was the solicitor at the time of all the hoo-ha
with Robert Holmes a Court. In fact he was sued at one stage. He had a
terrible time. I used to see him periodically in aeroplanes. He had a dreadful he had a shocking time. Eventually got out of it all but most dreadful. No, I'm
very grateful.
And Michael, to do with SOLA, you became really a specialist in
corporate law, predominantly in Adelaide. Is that correct?
MA: Yes. Well, started in Adelaide but eventually used to roam all over
Australia. I mean, once I particularly got into mergers and acquisitions, yeah,
all over Australia. But I suppose my sort of big corporate work started in about
1971/72, I think it was, when Elder Smith and Goldsbrough Mort - no, it may
have been late 60's. Elders Smith and Goldsbrough Mort were merged, and
we were the solicitors in that. And then we became solicitors for the Elder
Smith Goldsbrough Mort Ltd. And I did all their corporate Head Office work.
That was a fascinating merger for the time, wasn't it?
MA: Oh, yeah, yeah. That was in the 60's.
It was. '68 or 9.
MA: I can't remember, but I worked on that. And then from then on I did all
their Head Office work here. That was the days of Skinny Giles then, and later
Charles Schmidt.
Well, Skinny Giles' day was still pretty exciting days for Elders GM.
MA: Yeah, it was, yeah.
Michael, do you remember how you were brought into contact with SOLA
at all?
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MA: Yes, I do. I particularly remember it. (Laughter)
I can even tell you
what day of the week it was.
Well, go on.
MA: It was a Wednesday morning. From memory, about eight o'clock in the
morning and the phone rang, and the switchboard girl said, 'I have a Mr Hartley
-' I think his name was, who was the in-house lawyer for Pilkington, who was
ringing from London, and he introduced himself and said that he (Pilkington)
were going to make a takeover bid for SOLA, and they had reached agreement
in principle on the price with, I think from memory, Bob - no, Alan Powell was in
London with David Pank and Noel Roscrow. I think it was Alan Powell and not
Bob. Anyway, reached agreement on the price and my name had been given
to him. Would I act? I said, 'Yes, I'd be delighted to act'. And he then said to
me, 'Michael, can you be here on Friday?' I said (I still remember), 'Don't be
so bloody stupid'. (Laughter) He always said to me afterwards that it was
the most unbelievable response he'd got to (couldn't decipher word) business
associate. (Laughter)
He obviously hadn't dealt in Australia much.
MA: It meant leaving that night. Anyway, I got there on the Saturday. And
then went up to St Helens. Worked in London and then went up to St Helens.
I was only away about a week I think.
Now, did you know anything at all about SOLA prior to that?
MA: No. No. I mean, I knew of them but I knew nothing of them. I knew
David Pank. Didn't know Noel Roscrow. Knew Bob Jose and Alan Powell, but
I didn't know anything about SOLA at all then, no.
Now, what were you subjected to in that week at St Helens?
MA: Oh, the main thing we worked on was getting approval from Canberra
under the Foreign Takeovers Act. Yeah, we worked on that mainly, because
the rest had been agreed. We had to do a formal takeover bid. From memory,
the total acquisition price was about forty-three or forty-four million I think.
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Yes, that's correct.
MA: In cash.
Yeah.
MA: Because I can always remember that Pilkington sent the cash to us here,
and we put it into our Trust Account. We actually distributed it. I know the
National Bank thought all their Christmases had come at once. Because, you
know, 1978 Big money.
MA: Forty-three million cash in your solicitors Trust Account was big money.
And the other staggering thing I remember Actually today, that's about a billion. About a billion today.
MA: As much as that, would it?
It'd have to be going close.
No, it might be five hundred million.
MA: The thing that always staggered me though was the number of people
who took a long time to present their cheques.
Is that right?
MA: Yeah. Some of them took a couple of months.
Goodness me!
MA: I mean, there were some who did it the next day but I can think of some of their names, too. (Laughter)
MA: And from then on they asked me to go on the Board of SOLA. It was a
very happy relationship. I thoroughly enjoyed it.
And what was your impression when you first went on the Board of
SOLA?
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MA: Oh, I found it quite exciting. I mean, I knew nothing about - what do they
call them? CR39 plastic lenses. Knew nothing about them at all. It was really
quite exciting. Noel Roscrow was a - I mean, he's a delightful bloke. Very
interesting bloke. But once they got hold of John Heine, well, things really
started to hum then.
Yeah.
Did you know anything of John Heine's background?
MA: Yes. I knew John from his Heinz days.
Yes, when he was (sounds like, at Blesing).
MA: And then also I knew him, in particular, when he was with D & J Fowler,
who were were clients of ours.
Was that pre Heinz, or after? That's one connection I didn't know.
MA: You've got me now. I think he came from Heinz to SOLA, so it would've
been pre Heinz in that case.
Southern Farmers to SOLA.
MA: Southern Farmers to SOLA, was it? Oh, hell! But he certainly was with D
& J Fowler at one stage.
That's interesting. I can remember him at Stanley with Heinz. He was
sent up there.
MA: I'm sure he was with D & J Fowler for a while. Not as Chief Executive.
No, no, no.
MA: Because David Fowler was Chief Executive. Yes, I did know him. When
his name was suggested, everything thought, 'Well, we'd never have thought of
John Heine'. And then they appointed him and things really got on the move
then.
And, Michael, Pilkingtons were a very, very large corporation?
MA: Oh, yeah.
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Did you find them very positive about the acquisition of SOLA?
MA: Yes, I did, initially. But then, being a large British corporation, they were
inclined to be pretty hierarchal, and I would say could be - oh, stuffy's not the
right word, but a bit like that. And I think also, to be quite frank, they didn't
know what to make of John Heine. I mean, John was never frightened to say
precisely what he thought. And it didn't matter how many Pilkington toes he
trod on. But he was always pushing for the company, which was eventually
shown.
Yeah.
MA: I mean, it was a very, very successful company. I mean, at one stage, I
think from memory it was about the only division of Pilkington that was making
any money. At one stage, when their flat glass wasn't doing too well.
Yes, I believe that's correct.
MA: I think that's right, isn't it?
Yeah, I believe that's right.
They went through a very bad patch.
MA: Oh, they did.
Actually that - what was that? Late 80's, wasn't it?
MA: Yes. I'm pretty sure it was the only division that was making money. And
of course, they decided to sell it. Now I think - I got a copy of the Annual
Report the other day. It's going pretty well.
Very well, yes.
MA: Have you seen John Heine?
Oh, yes. Not this last trip but, yes, seen quite a bit of him.
MA: Have you?
Mm. And speak to him pretty regularly.
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MA: Oh, do you?
Mm.
MA: Who's asking you to do this history of SOLA?
Just leaving John Heine's time for a while, Michael, when you came on
board Noel Roscrow I think would've been Managing Director.
MA: Yes, he was. Yes, very definitely. David Pank was Chairman.
So the Board was in fact pretty well Adelaide people?
MA: No. I think there were two or three Pilkington people.
Oh, sorry - by that time, yeah.
MA: Because I didn't come on until after Pilkington came on the scene. And
they had two or three on the Board, and I can't remember their names now.
But they only appeared spasmodically anyway. Basically, there was Noel,
David, myself, Bob Jose and Alan Powell. I don't know whether there was
another Director or not. I can't remember.
No, that's about right.
MA: That's about it.
Yeah.
MA: Dean Sherry was the Secretary.
Yes.
MA: No, I can't remember. I think that's about it.
And Michael, were you a bit surprised by the extent of their dealings
internationally when you first came across them?
MA: I was surprised alright because I had no idea. You know, I suppose I
was. I mean, I had no knowledge of this CR39 business, or what it was going
to do in the future, and what the potential was. Yeah, I suppose to that extent I
was surprised.
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Michael, can you remember the most significant events in the life of
SOLA when you were on the Board during those years after Pilkington?
You said John Heine's coming in was a crucial event.
MA: Yeah, I think that was probably the most significant from my point of view.
Because the rest was just a sort of a build up. I suppose the other significant
event was the decision to move the headquarters to California.
How did that come about, Michael?
MA: Oh, I think the - gee, you're stretching my memory a bit now, Rob, but
from memory the main reason was that it was recognised that America was
going to be the market. I mean, that was the big market. And you had to be
where the action was. But that didn't mean to say that down here wasn't the
main manufacturing centre. And I think that John just felt that that's where the
business was going to thrive, and also it was a damn sight easier to get to the
UK from there than it was from Australia.
Was that after the acquisition of that subsidiary? Was it Revlon? Or
before?
MA: I don't know. I would've said it was after but, no, I don't know. I can't
remember.
So it was a strategic decision basically?
MA: I think so, yeah. But it was a very important one. And that I think was
when John Bastian took over here.
John Heine and John Bastian appear to me to have come from a very
different corporate background than, say, Noel, who was a larrikin and
make-it-up-as-you-go. Mostly it worked, which is fabulous. Did,
particularly, John Heine bring a type of corporate stability to the
structure, do you think?
MA: I would've said rather than corporate stability he - to a certain extent - but
I think he also brought much more aggression. I think the place became more
aggressive in a corporate way. I mean, it was aggressive under Noel, but Noel
was a bit of a cowboy when it came to running the corporation as such. I
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mean, he was a scientist I suppose. An inventor, if you like. He was a handson man, and he wasn't too interested in keeping records and complying with
this and that. Whereas John insisted, with Dean Sherry, that things be done
the right way.
And also I think because of Noel's lack of attention to the corporate side, I think
that was when David Pank started to think it was about time we found someone
else.
Yeah.
MA: As I recall it.
David had a strong belief in management, didn't he?
MA: Yeah. Oh, yes. But also, I think you've got to hand it to David. As I
understand it, in the Laubman & Pank days, when all the work was done there,
it was David who sort of gave Noel his head. And of course, it was also David
who, you know, gave all those people interest in it - well, I mean, sure they had
an interest in the company because some of those people made a lot of money
out of that takeover. And people down the track a bit. Not just Noel Roscrow.
Was it unusual at that stage - I should prefix that by saying, I know people
like Fletcher Jones had staff share schemes from years before, but was it
unusual for a place like SOLA to have that?
MA: I would've thought so, yes.
So in fact, many people were intimately involved?
MA: Oh, yes, they were.
I only wish I still had my file. I mean, that would've had all the names of all the
shareholders and everything, which you probably haven't got I suppose, have
you?
It's still down there.
MA: It's still there, is it? Good.
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It's my understanding that it is. That's one thing we haven't found yet.
But Dean Sherry's given me a rough outline of the range of people who
owned shares, and it was vast.
MA: Oh, it was. I wish I still had my files because, I mean, that would show
not only who the shareholders were but also show how much money they got.
Because we paid it all out of here.
Yes.
Well, Alan Powell was saying to me that given the amount of capital that
was put into SOLA over the years, which he said really wasn't large, the
return is phenomenal.
MA: Oh, unbelievable.
We all wish! (Laughter)
Was SOLA a place of characters, do you think, Michael?
MA: Well, I didn't see it so much because I was only down there at Board
meetings. On the other hand, every now and again, we'd walk around the
factory and have a look but I was very much a non executive director. I was
really the only non executive director, apart from - because the people from
Pilkingtons were executives in Pilkingtons. They were non executive as far as
SOLA was concerned. But I was non executive as far as Pilkington and SOLA
was concerned. I think I was the only non executive. Although David Pank
was not an Executive Chairman of SOLA as such. He was an executive of
Laubman & Pank. He was not an Executive Chairman of SOLA. Noel was the
Chief Executive, and then subsequently John Heine.
So from that point of view, no, I was not involved in the day-to-day stuff at all.
One thing you said earlier, and I just want to ask you briefly about, and
you don't have to go into great detail, when Pilkingtons got into a bit of
trouble with the glass side, was there a tendency for them to want to be
more controlling, if you like? Controlling more from Britain than here?
MA: Oh, I don't know. The truth of the matter is things would happen here and
they'd discovered later. Yes, they wanted to control. Let's face it, they had
100%. Sure, they wanted to control. And that I think was where John Heine
was so good. Because he said, 'Look, if you want me to run it, you let me run
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it'. I can remember - well, I can't remember the details but he used to have
some decent old fisticuffs with St Helens. He would remember all that himself.
Yes, he does. He will, and he does.
MA: Oh, yeah. He used to have some terrible shindigs with them. But that
was where he was very good from that point of view. I mean, he stuck to his
guns. And in the end they acknowledged him because he was doing a bloody
good job. He really was.
I think, wanted to control in the sense that they still felt that Pilkington was flat
glass. That was the be-all and end-all for everything and everybody in the
world. And this little pimple of SOLA was, you know, from that point of view, a
bit of a nuisance. The fact that it was making money didn't matter much.
(Laughter) It was handy but it wasn't flat glass.
And of course they - Pilkington were in defence, too, a lot. I can't remember
the name of the company now. They had a defence side that did various
optical stuff with SOLA for British Army, I think it was. Night vision and all this
sort of - I can't remember the name of the damn company now. I can't
remember.
From what David has told me, and Alan particularly has told me, is that
there was a great need at the time for Pilkington to take over for this
capital, to have to support SOLA. It got to the point of expansion where it
could not grow any more, and in fact it could barely keep going without
somebody like Pilkington coming in and really MA: Well, that's background before I got there. I had no idea where the
negotiations started from. I don't know. I mean, the first I heard was they'd
agreed on the price. I just don't know.
Which I still find unbelievable.
MA: What the price was?
Yeah.
MA: Oh, yeah, yeah. They must have thought all their Christmases had come
at once.
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Yeah. I reckon they did. That's basically how it was put to me.
(Laughter)
But I think they'd also worked out, from talking to American companies
who were interested, that there was this level of interest in it, and that
they weren't far off the mark.
MA: That may be. I don't know. But, I mean, let's face it. They had a product
there which was ground-breaking throughout the world. And has been ever
since.
During your time on the Board, Michael, what was your overall sense of
SOLA as a company? One that was really going somewhere, do you
think?
MA: Yes. Oh, yes. I mean, it had a world standard product coming out of a
little place like Adelaide, which it had to sell. And which it has sold. I don't
know what - at one stage I think it was the largest manufacturer of CR39 lenses
in the world. It probably isn't now. But it's still pretty big though.
Well, it goes close. I mean, as a total corporation they've got just over
half the market.
MA: Have they?
Mm.
MA: That's no had, is it?
That's huge. Absolutely huge.
MA: Well, there wouldn't be too many glass lenses made these days, I
wouldn't think.
No. No, not now.
MA: When you pick up a pair of glasses with glass lenses and ones with
plastic lenses, there's a slight difference in weight, isn't there?
Yeah. Enormous.
MA: Huge difference, yeah.
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I can remember playing tennis with glass lenses. It was impossible just
about.
MA: It's been a very exciting company really.
Mm.
MA: Pilkington eventually said they wanted us all to resign, which was fair
enough. They were very generous because they invited us all, plus our wives,
over to the UK for dinner. (Laughter) Oh, the husbands went to dinner. An
official dinner at - what's the name? Oh, young Pilkington. What was his
Christian name? Anyway, it was his house. And the wives - and we had a
couple of other dinners with people we'd known over there, which was very
generous of them. Paid our airfares and accommodation and everything.
Not a bad break.
MA: It was good, yeah. Very good.
I only wish I could find some files, but my Secretary had a bit of a look last
week and couldn't find anything. But, see, it's now '88. That's nine years ago.
But the most interesting file would be the 1978 one, and that's gone. That's
twenty years ago now. That's gone. That would've been the very interesting
one, where we actually did the work. You'd probably glean a lot of little titbits
out of that but we don't keep them that long these days.
Well, I'd just like to thank you for your time, Michael.
MA: It's been a pleasure talking to you. It's been good fun.
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