Oak Industries

Last updated

Oak Industries, Inc.
Company type Public
NYSE: OAK
IndustryElectronics
Founded1932;92 years ago (1932) in Crystal Lake, Illinois
FounderEdward S. Bessey
DefunctJanuary 28, 2000;24 years ago (2000-01-28)
FateAcquired by Corning Inc.
Website www.oakind.com

Oak Industries, Inc. was an American electronics company that manufactured a variety of products throughout seven decades in the 20th century. In existence from 1932 to 2000, the company's business lines primarily centered around electronic components and materials, though the company made a high-profile and ultimately failed extension into communications media in the late 1970s and early 1980s. The firm was founded in Crystal Lake, Illinois, moving its headquarters to Rancho Bernardo, California, in the late 1970s and again to Waltham, Massachusetts, in 1990. Corning Inc. purchased Oak in January 2000 primarily for its Lasertron division, a manufacturer of lasers.

Contents

Early history

Oak Industries was founded in 1932 as Oak Manufacturing in a 400,000-square-foot (37,000 m2) plant in Crystal Lake, Illinois, by Edward S. Bessey, during the Great Depression. [1] Initially a manufacturer of electrical switches and Bakelite, [2] as well as dial light bulbs and light bulb socket assemblies, [3] : 1269  the company quickly leaned into the burgeoning radio industry in the 1930s. [4] Oak manufactured radio components, such as tube sockets, [3] : 1269  for the next decade and a half before finding success with television tuning dials (rotary switches) amid the mass introduction of TV in the early 1950s. This prompted the company to expand its reach in television component manufacturing, acquiring competitors and establishing business units for component manufacturing and materials processing for printed circuit boards between 1956 and 1970. [4] Oak reincorporated in Delaware in 1960. [5]

Everitt A. Carter joined the company in 1958 and became chairman in 1963. The next year, Oak renamed itself Oak Electro-netics Corporation in an attempt to characterize its increasingly diverse businesses. [6] The corporate name was changed again, to Oak Industries in 1972. [7] For many years, Oak was the largest employer in Crystal Lake. [8] A 1991 profile of the company's history regarded the late 1960s and early 1970s as its zenith; at one time, the company struggled to hire people and had to rent additional office space because it was growing so quickly. [9] Having traded publicly since its initial public offering in 1944, Oak became listed on the New York Stock Exchange in 1967. Around this time, the company came to own an electrical equipment manufacturing business in South America, a gas valve and electrical control company in Mexico, and Adec, a maker of energy management solutions. [3] : 1269 

In 1976, the company formed a joint venture with Anaconda Copper and Mitsui Mining to form Oak-Mitsui, of which 68.6 percent was owned by Oak, 19.1 percent by Mitsui, and 12.3 percent by Anaconda. When Anaconda backed out, Oak's share rose to 78.2. Oak-Mitsui primarily manufactured copper sheet and foil for precision instruments. Initially only used to support Oak's own materials processing division, Oak-Mitsui grew rapidly in 1979 and by next year was the third-largest supplier of copper foil in the United States. By 1984, the venture had begun supplying foil for outside circuit board laminators. [10]

Media expansion and ON TV

An ON TV decoder box, manufactured by Oak Industries ONTV Box - front.jpg
An ON TV decoder box, manufactured by Oak Industries

In 1971, the company made one of the earliest cable TV boxes; [4] it enjoyed a substantial position in this market, where it pioneered the addressable converter, which enabled cable system headends to communicate to individual decoders in subscribers' homes. [11] This development helped Oak grow in the telecommunications industry. Oak Communications, as the division came to be known, manufactured equipment for community antenna television (CATV) and opened a financial consulting division, servicing broadcasting entities. [12] : 396  As well, Oak became the largest American maker of TV tuning dials by 1980. [3] : 1269 

In 1973, Oak partnered with Chartwell Communications to form World Pay Television, later National Subscription Television. [13] [14] This joint venture led to the development of ON TV, a subscription television (STV) service that aired on ultra high frequency (UHF) TV stations from 1977 to 1985. Service began in Los Angeles in April 1977; [15] it soon expanded to seven other metropolitan areas, including Detroit, [16] Phoenix, [17] Miami–Fort Lauderdale, [18] Cincinnati, [19] Chicago, [20] Dallas–Fort Worth, [21] and Portland–Salem. [22]

Like other STV operations, ON TV consisted of a scrambled feed of content broadcast over conventional UHF stations, which was designed to especially reach areas not yet served by cable. Subscribers paid a monthly fee for the use of a descrambler box—which, with the notable exception of the Detroit system, was also manufactured by Oak. [23] Los Angeles was ON TV's strongest market by far, with over 400,000 subscribers at its peak in 1982, or over half of all subscriptions at that point. [24] Oak moved its headquarters to Rancho Bernardo, San Diego, [25] in 1979, to keep a better pulse on the entertainment industry that produced their content. [4] In 1980, Oak Industries reached a peak of 11,000 employees, 2,500 of which worked from the Crystal Lake headquarters. [1]

ON TV was initially a success for Oak, contributing US$260 million in revenues in 1981 (equivalent to $875 million in 2023)—more than their components and materials segments that year combined ($150.1 million and $96 million, respectively); further, Oak extended itself further into media by co-producing the 1983 film Psycho II as part of what was to be a four-film agreement with Universal Pictures. [5] [26] However, the projected growth of over-the-air subscription TV in the 1980s did not occur, stunted by the growth of cable, and the early 1980s U.S. recession hit Oak's other segments. [4] Simultaneously, Oak's cable TV converter box line hit a rough patch with the introduction of its TC-56 56-channel cable box; it was marred by technical issues and was subject to a voluntary recall, [1] and Oak's share of the market fell from more than 50 percent to 15 percent. [5]

ON TV systems began closing in 1983 due to conflicts relating to programming time, cable eroding subscriber figures, and high-profile disputes with stations over the broadcast of adult programming. Amid investigations with the Securities and Exchange Commission (SEC) regarding Oak overstating earnings in 1982 and the use of Carter's wife to provide interior design services, [27] lawsuits with shareholders, [1] and debt to creditors, [4] Oak (by this point the sole owner of ON TV in Los Angeles [28] ) sold ON TV's last remaining operation in Los Angeles to competitor SelecTV in 1985. [29] Oak also sold off WKID and KBSC-TV, television stations in the Miami and Los Angeles markets it had owned to broadcast ON TV; [30] [31] the firm was unable to dispose of its ownership interest in WSNS-TV, the former ON TV station in Chicago, until 1995 due to a challenge to that station's Federal Communications Commission license. [32] [33] Oak's STV scrambling technology was later used in modified form by the M-Net service in South Africa. [34] [35]

Oak had ambitions to expand into the nascent world of direct broadcast satellite systems and programming, though it scaled down its goals due to increasing costs. [5] Its Oak Orion scrambling system was used for the transmission of Cancom services on the Anik satellites to Canada. [36] However, when major cable services including HBO and Cinemax sought to encrypt their satellite signals, rival San Diego firm M/A-COM Linkabit was chosen over Oak to develop what became VideoCipher II, the industry standard. [11] [37]

McNeely's tenure, proxy fight, and downsizing

The previous management made some bad investments in pay TV. In finding out cable TV didn't work for us, we lost a hell of a lot of money.

E. L. McNeely,chairman of Oak Industries from 1984 to 1989 [38]

Everitt A. Carter, the chairman of Oak for 21 years, abruptly resigned in late 1984. [39] [25] His resignation culminated a year in which the company held its annual meeting near its Oak Materials plants in Hoosick Falls in upstate New York, with some shareholders suggesting the decision to do so was calculated to dissuade attendance. [40] [1]

E. L. McNeely (1919–1991 [41] ), formerly of the Wickes Companies, was brought in as interim chairman in November 1984; his position was later made permanent. He continued a downsizing that had already begun in the last year of Carter's tenure. [5] McNeely saw the downsizing of Oak's Rancho Bernardo headquarters' staff from 250 to 50 within three years of his tenure. [25] In 1985, he sold off Oak's subsidiaries in Mexico and South America as well as Adec; Oak had let these units stagnate, and by the early 1980s they had consistently failed to turn profits. [3] : 1269  In 1986, he sold the company's esteemed materials division to AlliedSignal. [27] The company paid off $195.5 million of its $230 million worth of outstanding debt, as of 1985, with the proceeds from this sale to AlliedSignal. [42] This effectively turned Oak's net worth from negative $69.9 million to positive $65 million; contemporary analysts credited McNeely with saving the company from bankruptcy. [25] [27] Oak's name was cleared by the SEC in 1987, and $33 million was paid to stockholders who had collectively filed a class action suit against the company in the years before that year. [25]

Fueled by tax-loss carry-forwards obtained due to Oak's operating losses, [38] between late 1986 and early 1987, the company made two disparate acquisitions: the Quartz Crystal Components Group from the Electronic Technologies Corporation of New York and the Railway Maintenance Equipment Company from the Rexnord Corporation. [25] In May 1987, Oak acquired Nordco, another manufacturer of railroad maintenance equipment. [27] The Quartz Crystal Components Group comprised three subsidiaries—Croven Crystals Ltd. of Whitby, Ontario, a maker of quartz components for precision applications; Ovenaire-Audio-Carpenter of Charlottesville, Virginia, a maker of crystal oscillators for the telecommunications and defense sectors; and Houston Electronics, a Kane, Pennsylvania-based manufacturer of airtight enclosures for quartz components. [42] Oak sold off Croven Crystals by the middle of 1987. McNeely asserted that the remaining acquisitions were within industries resilient to another recession. Pending patent infringement suits against Zenith Electronics, General Instrument, M/A-COM Linkabit, and several other television equipment manufacturers also promised a trickle of profit in the meantime, according to McNeely. [25]

These acquisitions were not without detractors within Oak, however. Roderick M. Hills, a former SEC chairman and friend of McNeely's who was brought onto Oak's board of directors in 1985, led a proxy fight for control of the board in April 1989. [43] He found fault in McNeely's hiring of chief financial officer Alan Steel without first informing the board; the erratic nature of McNeely's acquisitions, failing to disclose such acquisitions to the board before signing them; and Oak's aggregate net loss of $227.7 million from 1983 to 1989. [27] Hills had the backing of MIM Ltd., [44] a British investment firm who had acquired a 25 percent stake in ownership in Oak from stocks bought from AlliedSignal twice-removed (AlliedSignal sold their stock in Oak to spinoff Henley Group, who sold it to Itel Corporation, who sold it to MIM). [27]

During a heated two-hour debate in the company's annual meeting, MIM chairman David A. Stevens charged that Oak had treated him with "offhandedness and contempt", indicative of the company's overall treatment of its shareholders, while a smaller stakeholder felt that Oak's $14 fall in the stock market price from 1982 was indicative of the need "to shake things up a little bit". Although McNeely rebuked that he "snatched the company from the jaws of death" and pointed to Oak's improving bottom line and retirement of debt, [45] McNeely was successfully ousted as chairman a week later, with Hills receiving 77 percent of the vote for control of the board. Although embittered, McNeely accepted a director position on Oak's board at Hills's request at the last minute. [46]

Chief executive officer duties were then split between Hills and three other board members, faced with turning around a company that had earned a position on The Wall Street Journal 's annual list of the ten worst-run companies. [47] Within two weeks of control, Hills's team hired Rex W. Warden of Aerojet General as president pro tempore of Oak and shut down their TeleFinder division, which was staffed with 45 employees and ran an online classified advertising service. [48] William S. Antle III of the Wayland, Massachusetts–based consulting firm Hadleigh Group replaced Warden by the end of 1989. [49] After assuming control, Antle was faced with the imminent depletion of Oak's cash reserves and had eight weeks to correct the course. After touring all nine of Oak's operating divisions, [12] : 397  he commissioned Hadleigh Group to make liquidation plans for seven of them, in the event that the company was forced to divest any due to financial pressures, [3] : 1269  while ordering the sale of Diamond-H Controls Ltd. (a maker of electric stove components for the European market) and Oak Communications. [12] : 397  He also scheduled the relocation of the company's headquarters to Boston, in an attempt to boost morale of the company's employees and to force a reset of the management staff. [3] : 1269  In February 1990, Oak's California headquarters was put on the market, and the company commenced the move to Waltham, Massachusetts, in Greater Boston, after starting the divestiture of its communications division. [50] The sale of Oak Communications was finalized in May 1990; Lorain Group was named as the buyer, [51] and it became known as OCI Communications after the sale. Lorain sued Oak in 1991 arguing that Oak misrepresented the firm's financial condition and withheld information about a sharp decline in sales, causing it to overpay. [52] [lower-alpha 1]

In January 1991, Oak acquired Standard Grigsby for $7.6 million. Standard Grigsby, a Illinois-based switch manufacturer and an old competitor of Oak's, had moved from Arlington Heights to Aurora to Sugar Grove. Oak then rebranded its component manufacturing division to OakGrigsby and shuttered its former headquarters and switch manufacturing plant at Crystal Lake in July 1991, [1] [54] with both of the firm's facilities in that city shuttered. [9] The company's component division was then splintered between Sugar Grove and Standard Grigsby's factory in Ciudad Juárez, Mexico. [1]

Oak finally returned to profitability in the early 1990s, earning $5.6 million in profit for 1991 and $10 million in earnings over $107 million for the first three-quarters of 1992. [1] The company downsized from 2,203 employees total in 1989 to 1,620 in 1992; its divisions then consisted of Harper-Wyman—a maker of controls for gas kitchen appliances—as well as OakGrigsby, Nordco, [55] and the Oak Frequency Control Group (comprising the company's quartz oscillator subsidiaries). [12] : 398 

Final acquisitions and purchase by Corning

In following Antle's prescription to acquire companies with good growth potential, [12] : 398  Oak in December 1992 acquired Gilbert Engineering, a drawer of aluminum connectors for cable television. [56] Oak's net income reached $26.7 million in 1993—an 85 percent increase year-to-year—and its revenue increased by 53 percent. [12] : 398  Gilbert, now an Oak subsidiary, in turn purchased Cabel-Con A/S, another cable connector manufacturer based in Denmark. [57] In August 1995, Oak acquired Lasertron Inc., a maker of optical fiber support devices, for $112 million (equivalent to $224 million in 2023). [58] In 1996, the company sold Nordco to Bank One Corporation, having previously determined the subsidiary to not fit Oak's telecommunications focus. [59] [60]

On November 15, 1999, Oak agreed to be purchased by photonics company Corning Inc. for $1.8 billion, amid a wave of consolidation in the optical industry; the deal was completed on January 28, 2000. [61] Before its purchase, Oak employed 3,900. No layoffs were expected as a result of the purchase. [62] [63]

Legacy

In 2016, the Willow Creek Community Church in Crystal Lake, Illinois, laid out plans to the city to acquire Oak Industries's former 193,000-square-foot (17,900 m2) factory on 100 South Main Street, for conversion into a megachurch chapter. [64] The city approved the plan in November 2016; groundbreaking commenced in February 2017 for an opening date that fall. Aaron Shepley, mayor of Crystal Lake, remarked that the factory was integral to the city's history: "I think it's very appropriate that this becomes a center point through Willow Creek's redevelopment. We have been very excited as a City Council about Willow Creek's willingness to re-purpose the building." [8]

Notes

  1. ↑ OCI was sold again to the Concord Group in 1991, renamed TV/Com International in 1992, and acquired by Hyundai Electronics in 1995. [53]

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  27. 1 2 3 4 5 6
  28. ↑ "Oak Industries said it will buy the remainder of ON-TV". Los Angeles Times. Los Angeles, California. September 9, 1981. p. 2. Archived from the original on March 13, 2021. Retrieved October 25, 2020– via Newspapers.com.
  29. ↑ Farley, Ellen (February 5, 1985). "Oak Industries Sells Its ON-TV Service to SelecTV". Los Angeles Times. Los Angeles, California. pp. 1, 3. Archived from the original on March 13, 2021. Retrieved October 12, 2020– via Newspapers.com.
  30. ↑ "Blair & Co. acquires Channel 51". The Miami News. Miami, Florida. December 7, 1984. p. 10A. Archived from the original on March 13, 2021. Retrieved September 17, 2022– via Newspapers.com.
  31. ↑ Muir, Frederick M. (February 7, 1985). "Oak Plans to Sell KBSC to Investors for $30 Million". Los Angeles Times. Los Angeles, California. p. IV:2. Archived from the original on March 13, 2021. Retrieved September 17, 2022– via Newspapers.com.
  32. ↑ Mermigas, Diane (March 14, 1985). "Chicago losing only STV outlet". Electronic Media . p. 17.
  33. ↑ Jones, Tim (November 10, 1995). "WSNS-TV To Join Telemundo Show". Chicago Tribune. Chicago, Illinois. Archived from the original on March 4, 2016. Retrieved September 10, 2015.
  34. ↑ Green, David Robert (1989). M-Net Decoder Production, A Technical Analysis (Thesis). Cape Technikon. Archived from the original on January 26, 2022. Retrieved September 19, 2022.
  35. ↑ "South Africa's first subscription TV channel planning October launch". Television/Radio Age. April 28, 1986. p. 42.
  36. ↑ Wechselberger, Anthony J. (September 1987). "Encryption-based security" (PDF). Communications Technology. pp. 54–64. Archived (PDF) from the original on October 30, 2020. Retrieved September 17, 2022– via World Radio History.
  37. ↑ Johnson, Greg (January 14, 1986). "Scrambling by HBO Fails to Daunt 'Dish' Salesmen". Los Angeles Times. Los Angeles, California. p. IV:1, 2. Archived from the original on September 19, 2022. Retrieved September 18, 2022– via Newspapers.com.
  38. 1 2 Jay, Steven A. (June 1987). "California's Most Profitable 100". California Business. p. 77, 80.
  39. ↑ Ritter, Bill (December 1, 1984). "Carter Quits as Chairman of Oak Industries". Los Angeles Times. Los Angeles, California. p. IV:1, 2. Archived from the original on September 19, 2022. Retrieved September 17, 2022– via Newspapers.com.
  40. ↑ Stoneman, Bill (May 2, 1984). "Oak Shareholders To Meet At HFCS". The Standard Press. Hoosick Falls, New York. pp. 1, 3. Archived from the original on September 19, 2022. Retrieved September 18, 2022– via Newspapers.com.
  41. ↑ Staff writer (May 15, 1991). "E. L. McNeely Is Dead; A Retail Executive, 72". The New York Times. New York City. p. D25. Archived from the original on May 25, 2015.
  42. 1 2 Johnson, Greg. "Oak Industries Agrees to Buy 3 Companies". Los Angeles Times. Los Angeles, California. p. 2A. Archived from the original on September 17, 2022.
  43. ↑
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  47. ↑ Miara, Jim (September 6, 1992). "Oak Industries: Profitability after a heavy fall". The Boston Globe. Boston, Massachusetts. p. 64. Archived from the original on September 19, 2022. Retrieved September 17, 2022– via Newspapers.com.
  48. ↑ Staff writer (June 28, 1989). "Oak Industries Names Warden Its President Pro Tem, Pares Staff". The Wall Street Journal. Dow Jones & Company: 1. Archived from the original on September 19, 2022. Retrieved September 17, 2022– via ProQuest.
  49. ↑ Staff writer (December 18, 1989). "Oak Industries Inc. Names Antle President And Chief Executive". The Wall Street Journal. Dow Jones & Company: 1. Archived from the original on September 19, 2022. Retrieved September 17, 2022– via ProQuest.
  50. ↑ Johnson, Greg (February 21, 1990). "Oak Industries to Move From S.D. to Boston". Los Angeles Times. Los Angeles, California. p. D1, D2. Archived from the original on September 19, 2022. Retrieved September 17, 2022– via Newspapers.com.
  51. ↑ Staff writer (May 1, 1990). "Oak Industries to Sell Unit". The Wall Street Journal. Dow Jones & Company: A12. Archived from the original on September 19, 2022. Retrieved September 17, 2022– via ProQuest.
  52. ↑ Douglass, Elizabeth. "Buyer of Oak unit claims seller hid dropping sales". The Evening Tribune. San Diego, California. p. AA-1.
  53. ↑ Douglass, Elizabeth (April 15, 1995). "Hyundai plans to acquire TV/Com". San Diego Union-Tribune. p. C-1.
  54. ↑ Gruber, William (July 26, 1991). "As the job world turns at City Hall". Chicago Tribune. Chicago, Illinois. p. 3. Archived from the original on September 19, 2022. Retrieved September 17, 2022– via ProQuest.
  55. ↑ Ingrassia, Lawrence (April 17, 1992). "Oak Industries to Post Doubling in Operating Profit". The Wall Street Journal. Dow Jones & Company: A7. Archived from the original on September 19, 2022. Retrieved September 17, 2022– via ProQuest.
  56. ↑ Staff writer (December 24, 1992). "Oak Industries Inc.: Connector Holding Co. Unit Buys 85% of Gilbert Stock". The Wall Street Journal. Dow Jones & Company: 10. Archived from the original on September 19, 2022. Retrieved September 17, 2022– via ProQuest.
  57. ↑ Liotta, Bettyann (September 4, 1995). "Oak Puts Down Roots in Telecom". Electronic Buyers' News. CMP Publications: 2. Archived from the original on September 19, 2022. Retrieved September 17, 2022– via ProQuest.
  58. ↑ Staff writer (August 30, 1995). "Oak Industries to Buy Lasertron for $112 Million". The New York Times. New York City. p. D3. Archived from the original on May 26, 2015.
  59. ↑ "Textron reports record profits; PictureTel sales up". The Boston Globe. Boston, Massachusetts. July 16, 1996. p. D3. Archived from the original on September 19, 2022. Retrieved September 17, 2022– via Newspapers.com.
  60. ↑ Joshi, Pradnya (October 10, 1996). "$21 Million Price Tag: Nordco Inc. sold in management buyout Banc One Venture Corp. joins group in purchase". Milwaukee Journal Sentinel. Milwaukee, Wisconsin: Journal Sentinel Inc. p. 1. Archived from the original on September 19, 2022. Retrieved September 17, 2022– via ProQuest.
  61. ↑ Wilson, Larry (January 29, 2000). "Corning Inc. puts Oak deal to bed". Star-Gazette. Elmira, New York. p. 1C. Archived from the original on September 19, 2022. Retrieved September 17, 2022– via Newspapers.com.
  62. ↑ Aeppel, Timothy (November 15, 1999). "Corning Buys Oak Industries, a Maker Of Laser Gear, for $1.8 Billion in Stock". The Wall Street Journal. Dow Jones & Company: A14. Archived from the original on April 10, 2020.
  63. ↑ "Corning to Buy Oak Industries for $1.8 Billion". Los Angeles Times. Los Angeles, California. Associated Press. November 15, 1999. p. 3. Archived from the original on September 15, 2022.
  64. ↑ Coleman, Emily K. (January 7, 2016). "Willow Creek lays out plans for Crystal Lake megachurch". Northwest Herald. Shaw Media: 1, 2. Archived from the original on January 10, 2016.

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