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Koppers Inc.

1400 Koppers Building
Pittsburgh, Pennsylvania 15219
U.S.A.
(412) 227-2000

Public Company
Incorporated: September 30, 1944
Employees: 11,128
Sales: $1.396 billion
Market Value: $1.099 billion
Stock Index: New York

Although Koppers began as a manufacturer of by-product recovery coke ovens in 1912, its circuitous route through a number of acquisitions and diversified products classifies it as an early predecessor to a modern day conglomerate. From its long association with the Mellon family interests in Pittsburghs heavy industry, to its forays into chemicals, plastics, wood products, and even buttons, the company has struggled to secure its own identity in the face of cyclical markets and dependence on capital goods spending. While the impressive returns earned during the 1970s expansion into chemicals were interrupted by a depressed market in the 1980s, Koppers recent growth is a result of its operations as an integrated paving contractor.

In the 1920s an entrepreneur from Virginia purchased a small coke oven company in an attempt to build a consortium of companies to integrate all aspects of coal production. Henry B. Rust then solicited support from Andrew Mellon, one of the nations leading financiers and industrialists, and was soon operating a vast network of holding companies engaged in mining, railroad transportation, shipping, utilities, and steel mills. Rusts conglomerate, named Kopper United, successfully exploited all the potential uses of coal and subsequently became the favorite of Mellons industry operations. However, their empire was short lived. The Depression came and with it Roosevelts Public Utility Holding Company Act which forced the company to sell the Eastern Gas & Fuel Associates. By losing this division that directed the coal, utility and railroad operations, the company relinquished control of its integrated coal orientation. Of the remaining former empire, the manufacturing and engineering divisions evolved into what is today known as Koppers Incorporated.

The traditional business of manufacturing by-product coke ovens and products related to coal such as tar became, once again, Koppers major source of income. Yet sensing the company had lost its direction, the Koppers board of directors (with the Mellon family representing a major presence) appointed Brehon Burke Somervell, a World War II four-star general, to assume control of the operations. As chief executive officer, Somervell proposed that the company follow a delineated course of action by imposing a strict military hierarchy. Minutiae of detail demarcating job responsibilities, limits of authority, and centralized powers were codified in books. While many found this method of leadership incompatible with the industry, Somervells plan was to create an environment conducive to generating new technologies. The Generals tenure at Koppers was shortened by illness; upon his death in 1955 he had only directed the company for five years.

Although the rigid organizational structure was abandoned after Somervells death, the World War II veteran had successfully launched a campaign into the new areas of chemicals and plastics. Fred Foy, a company executive who had served under the General during the war, assumed Somervells position and continued his predecessors program of diversification. Before joining Koppers, Foy worked as vice president at J. Walter Thompson and also worked at Ford. By 1956 sales gained from the companys plastic operations heralded a long awaited revitalization of the almost 50-year old company. Unfortunately, intense competition from large companies in petroleum caused a volatile price war. After this price war had ended, Koppers reported low profit figures.

The results from the plastic campaign did not represent Koppers only disappointment; the old product line also suffered from poor performance figures. Shares earning $5.01 in 1956 now earned almost half that at $3.01. To prevent any further profit decrease Foy, along with his energetic young president Fletcher L. Byron, held a policy planning meeting. Together the two executives decided on strict measures to reduce costs and consolidate businesses. 19 plants producing low profits were closed and the Engineering and Construction division, which builds plants for the steel and iron industries, acquired a general contracting firm. This subsidiary, purchased for $20 million, released the division from sole dependence on the cyclical steel industry by encouraging business in other fields. By 1960 the first nine-month earnings figures posted a healthy 50% increase. While much of these encouraging numbers resulted from sales in the Engineering and Construction division, closer inspection revealed a backlog of orders carried over from the previous year had artificially increased the new year figures.

The entry into the chemicals field, initiated 12 years earlier under Somervell, remained a disappointment. While some 60% of the $300 million sales could be traced to chemicals, Koppers profits remained far behind competing chemical companies. This discrepancy resulted from the companys dependence on old-line products at the expense of new technologies. While competitors manufactured innovative plastics such as styrene, polystyrene, and polyethylene, Koppers produced age-old products such as roofing pitch and road-paving items. A major integration of plastics operations did not occur until the mid-1950s, well behind the industry-wide movement. To remedy this situation, Foy announced plans to market an innovative plastic building panel and double capacity projections for polystyrene production. By bolstering the chemical operations through the sale of new plastics, as well as attempting to provide an entry for old products into new markets, Foy hoped to mitigate the effects of chronic fluctuations in the market for engineering and construction products.

Working alongside Foy in this major revision of company operations was the indefatigable Byron. The company president joined Koppers as an assistant to a division manager soon after World War II and in the following thirteen years he assumed eight different positions of increasing responsibility. The son of a coal buyer at the American Steel & Wire Company, Bryon decided at an early age that his career was in the steel industry. After college he joined the same company that employed his father and began working as a sales trainee. During World War II Bryon took a leave from the company to work as a coordinator for a research project at the Naval Ordnance Laboratory in Washington. After participating in the conceptualization of surface-to-air missiles, Byron decided at the end of the war to return to the steel company. When American Steel responded with only lukewarm enthusiasm, Byron applied for a job at Koppers.

In three years he was promoted to plant superintendent after helping negotiate a compromise to a strike at a West Virginia plant. In a daring act of independence, Bryon spent $500,000 to replace aging equipment without the authority of his supervisor. When the replacement equipment upgraded plant productivity so that in just over a year profits jumped from negative figures to $2 million, Bryons grateful superiors forgave him his impetuosity. The company then sent the young executive to a management training program at the Harvard Business School where he was exposed for the first time to an intellectual environment full of different ideas and philosophies. This exposure eventually led to the implementation of a highly decentralized, yet intellectually demanding, approach to business which would characterize Byrons 15 year tenure as chief executive officer at Koppers.

In 1960 Foy, retaining titles of both chairman and chief executive, promoted Byron to president. This promotion came after initially rejecting the candidate as too young. Four years later the Byron-Foy team had successfully molded a company whose revenues surpassed the $1 billion mark. By identifying expandable markets, Koppers began producing piston rings for high-speed diesel engines which accounted for over 50% of net income in one year. Similarly, Koppers ranked fifth among domestic producers of polyester resins and ranked high among those producing phthalic anhydride. One particularly successful branch of Koppers polyester resin business was the manufacture of buttons. By 1976 this business alone generated a $6 million revenue.

The foray into plastic building panels proved less successful because marketing of the unusual product demanded time-consuming and expensive planning. Similarly, an attempted partnership to produce polyethylene from Koppers plastic division using ethylene manufactured by the Sinclair Oil Company also failed to generate hoped for profits. Despite an impressive beginning the joint venture fell victim to intensive competition from other oil companies. This failed venture ended Koppers participation in the thermoplastic and petrochemical markets.

Notwithstanding these disappointments, Koppers overall performance in the 1970s caused common stock shares to triple in value as management announced a two for-one split. By 1979 earnings reached a high of $3.21 a share. To encourage growth, Byron guided Koppers into several high technology projects. Purchasing 30% of Genex Corporation, a recombinant-DNA research company, Byrons strategy suggested many benefits for Koppers organic chemical production. It was hoped that the research would discover the process to genetically engineer resorcinol, a product previously manufactured by a traditional method. Additional plans were underway to explore synfuel processes such as coal gasification.

By 1980, however, company equity dropped from 20.3% to 17.1%. A depressed market started by a recession in the economy once again had adverse effects on company performance. Apart from the cyclical nature of the market, industry observers began blaming internal structural problems for Koppers ailing profit margins. While Byrons decentralized policy of encouraging middle managers to assume greater responsibility in decision making actually allowed for a certain number of mistakes, the costs of these mistakes started to reflect on productivity. Miscalculations and faulty equipment forced writeoffs and reduced profit margins.

While Byron promised better returns once an assured turn in the economy revived capital spending, he continued to pursue his unorthodox policy of management. This policy promoted the delegation of authority to such a degree that much of Byrons time was actually spent outside the area of daily decision making. By giving priority to the intellectual and civic responsibilities believed to be incumbent upon himself as a business leader, Byron functioned more as a spiritual guide then an actual company director. Not only did he traverse the country on a lecture circuit where he spoke in front of audiences from prominent universities and businesses, he also conducted tri-monthly seminars for his own young executives to examine the philosophies of such thinkers as John Kenneth Galbraith, John Maddox and Michael Harrington.

By 1981 profits dropped $2.4 million to a total of $51.8 million. Instead of patiently waiting for the recession to end, management announced an effort to reduce capital outlays and sell unprofitable businesses. Selling up to 18% of poorly performing operations in all four of the major divisions, as well as allotting just $110 million for capital spending, Koppers management hoped to find immediate relief for the companys disappointed shareholder. High-technology research remained a protected project as maturing operations in the wood and forest division were terminated. The ascension of Charles R. Pullin to the positions of chairman and chief executive officer gave further impetus to this consolidation effort.

A former president of Koppers Road Material group Pullin, unlike his predecessor, throughly immersed himself in day-to-day operations. The new company leader grew up in West Virginia as the son of a steel worker. A high school summer job with the state highway department directed his ambitions toward the roadbuilding industry. From the time he joined Koppers in 1946 as a technical service engineer to his final promotion to top management, Pullin was employed in the roadbuilding industry. Although some of that time was spent at another construction company, he returned to Koppers when the new road materials division needed an experienced leader.

While Pullin continued to invest money in high technology research, Koppers most impressive results emerged from the division closest to Pullins experience, namely, Road Building. Two new ventures in innovative production increased research spending to $88 million in 1984. These projects included the exploration of engine technology and the development of plant disease diagnostic equipment. Koppers recovery, however, did not result from revenues generated from these new technologies; rather it was traditional blacktop roadway production that symbolized the beginning of the companys revitalization. During the first six months of 1984 the Road Building division generated $274.5 million of the $811 million in total revenues. By developing an integrated operation, independent of subcontractors, Koppers emerged as the first nation-wide paving comany. Furthermore, the fivecent-a-gallon fuel tax included in the Surface Transportation Act allocated funds for the rehabilitation of the nations highways. Koppers moved to capitalize on this growing market.

As road building emerged as the mainstay of company profits, Pullin reduced Koppers investment in technological research. The 30% stake in Genex failed to produce the sought after financial rewards. As a result, it was sold along with several other mature businesses. Some $360 million in assets were generated from the sale of the coke ovens, button, and several wood product operations. This housecleaning included the sale of Koppers original steel industry construction business; a hard decision for many of Koppers executives. In addition, Pullin reduced capital spending by reducing Koppers work force.

Thus as nationwide spending for bridge and road construction increased 17% between 1983 and 1986, Koppers successfully exploited the market trend. The price of common stock, decreasing in 1985, increased to a high of $27 per share in 1986. While federal spending on road repairs remains subject to the volatility of political decisions, Pullin nevertheless announced plans to generate a 18% return on equity in the near future. This goal appears over-ambitious to many industry observers. Wall Street analysts, however, predicted a healthy 10% return by the end of 1987. The companys greatest potential appears to be in the traditional business of road paving quite a detour from its diversified operations of 75 years.

Principal Subsidiaries

Broderick & Gibbons, Inc.; Cherokee Crushed Stone, Inc.; Eastern Rock Products, Inc.; Echols Brothers, Inc.; Fairfield Bridge Co, Inc.; General Crushed Stone Co.; Sim J. Harris Co.; Ivy Steel & Wire Co., Inc.; Kaiser Sand & Gravel Co.; Kentucky Stone Co.; Koppers Engineered Products Ltd.; Lycoming Silica Sand Co.; The McMichael Co.; Nello L. Teer Co.; Sloan Construction Co.; Sterling Paving Co.; Sterling Sand & Gravel Co.; Sully-Miller Contracting Co.; Thiem Corporation; Western Paving Construction Co.

Koppers Inc.

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