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Leo Hindery

Interview Date: Tuesday August 07, 2001
Interview Location: San Francisco, CA
Interviewer: Tom Southwick
Collection: Hauser Collection

Leo Hindery

SOUTHWICK: We're with Leo Hindery in his office in San Francisco, California. It's August 7th, the year 2001, and this is part of the oral history program for The Cable Center. Leo, if I may, I'd like to start by asking you to tell us a little bit about your early years as a kid growing up, your family, if you want, and tell us about some of the interests you may have had as a young man.

HINDERY: I was raised, Tom, in the Pacific Northwest. I was born in the state of Illinois, but at a very early age moved to the state of Washington and was raised in northwest Washington. I spent a lot of time on farms growing up. I was a farm worker at an early age, started working away from the house when I was nine years old and spent many, many months of my early years just working. I was educated in a combination of Tacoma, Washington, where I mostly went to grade school and high school, and Seattle, where I went to college at Seattle University, which is a Jesuit University. I was in the merchant marine while I was in school, worked in shipyards. I worked for United Parcel, lots and lots of employment to get myself through school. After I got out of college I spent some time in the Service and ended up at business school at Stanford in 1969, and stayed two years there. I worked my way through Stanford as well, and in 1971 I graduated and began just a magical decade with a fellow who became for me a mentor and a father figure, someone not unlike, in my later life, Bill Daniels, who is so important to the history of the cable industry, and later John Malone. I spent a decade in the mining industry with a company called Utah International, which was at the time the largest natural resource company in the world.

SOUTHWICK: Who was this mentor?

HINDERY: A wonderful fellow named Ed Littlefield, Edmund Littlefield, who was the chairman and the CEO, and my first job out of business school was as his assistant. I just had the privilege, as I've said to many people, of staying in school longer than other people. I kind of migrated from Stanford Business School, which was a fabulous experience; to this even more fabulous experience with Ed Littlefield, and it taught me a lot. I didn't have a lot of role models, growing up, in business. My family was a difficult growing-up environment and it didn't afford a lot of role models. I remember interviewing with Ed, I qualified for the interview by my academic accomplishments, but I had a resume that was "sheet metal worker", "merchant marine", "farm worker", "United Parcel employee", etc., and he reached out to me for reasons that I still never really know and he saw something that I was always grateful he did see.

SOUTHWICK: What gave you the ambition to go from sort of blue collar jobs to wanting to become, I guess, a businessman?

HINDERY: Lots of demons, lots of devils that have always caused me to want to succeed. I was blessed with some intellect; some intellectual curiosity as well, that just drove me. A lot of my early influences came from the Jesuits. I was Jesuit trained at both the high school level and at college, and that was a discipline and an environment that sort of forced you to excel, rewarded you for excellence, gave you this intellectual curiosity, and I always knew that I wanted to be something special. I don't mean that self-servingly, but I did want to succeed and be well thought of. It was never about the money, it was just this sort of interest in excellence. I give a lot of the early, early credit to the Jesuits, later credit to Ed Littlefield, and in subsequent years Bill and John. But I have some demons that drive me – I think all of us do in the business that you're doing these interviews with probably do. I started from a family of very low means, not for me a very pleasant growing up experience, and I sort of wanted to leave that side of my life behind and accomplish other things, more professional. I spent ten years in the mining industry; it was wonderful. We merged in 1977 into the General Electric Company, and our company changed as a consequence of that and the people I'd grown fond of and for whom I worked were retiring. At the time of the merger, it was the largest merger in the history of the world. It pales in numbers to the ones that I've done since then and been involved with, but it was still dramatic. It was great fun. I really, for a decade, stayed in school.

SOUTHWICK: What did Mr. Littlefield teach you?

HINDERY: He taught me the continued imperative of excellence. He taught me to be sensitive – I always tried to be on a personal level, but he reinforced it – to the people around you at every level. The cardinal rule, or the one that sort of imprinted on me most, was he said, "It's always better to be pushed up from the bottom then pulled up from the top," and I have always tried to have that sense of my role in organizations. I love the support if I can get it of the people around me and the people that work for me, and I spend a lot of time on the employee side of whatever I do. I think we have a short life here and we need to leave a legacy, and the legacy I want to be remembered for is not these financial achievements, but how we did it, sort of the grace with which we went through our careers. I've had the privilege, with John Malone's help, of making history in the cable industry, and people would argue that we made history financially; I would argue we made history otherwise. What John and I did, I hope in people's minds, is go through the cable industry with a sensitivity and a grace that they'll talk about long after they talk about our stock price and what we brought to the shareholders. My whole life, business-wise, has been about recognizing constituencies and trying to give them their due. I said, when I went over to help John run TCI, that we had this overriding obligation to our employees and to our shareholders, to our customers, to our regulators, and to our industry itself. I felt, with frankness, that at the time we weren't doing the greatest job possible on any of those five. So for several years, John and I, I on behalf of John, just tried to do something magical – I use the word a lot, I know, but I don't mean it as haughtily as it sometimes sounds. I thought it was magical, we had a heck of a good time and we did it fairly well.

SOUTHWICK: Were you interested in politics as a young man? You speak of constituencies as a politician does, and I think look at it in the same way.

HINDERY: I'm a big D Democrat, but I believe in small d democracy. I don't like a world where people of lesser means have unequal opportunities. I don't like a world where people of color, women, gays and lesbians, don't have equal opportunity or the ability to grow and succeed, like I did. I wasn't poor, I just wasn't rich. I mean I didn't have any money, but I was white and I was male. It was structurally easier for me to overcome some of the difficulties. I gave a speech last week and I was trying to remind the cable industry again of these five constituencies and I said, "It's rude to rank them because they don't rank themselves. It's presumptuous for us to try to rank them." But on a very personal level, if there's one that always meant the most to me, it's the employees. I just loved the employees of the cable industry. I loved the way they lived in their communities, I loved the way they got up in the morning and worked their tails off and tried to give something back for their families and the places that they lived. Of all the criticisms of the cable industry, the one that I never could put up with was any inference or suggestion that the women and men of the cable industry didn't want to do a good job. Some of us perhaps, as managers, didn't let them do a good job, but these people live in these towns, their children grow up there, they pay taxes there, they retire there, they die there, and don't tell me they don't want to do a good job. What was fun for me and John at TCI was we engaged, or I tried to, all the employees in the ownership of the company and its potential success, we entitled them, we gave them the authorities to be successful, we decentralized from what was at the time a highly centralized perspective in the industry. I hated centralization, so we changed that, and we just went out and had the time of our lives, to be honest with you.

SOUTHWICK: After the mining company merger, what happened then?

HINDERY: That was serendipity. That was a circuitous route. I went from the mining industry, where I'd been in charge of the financial activities of the company...

SOUTHWICK: And that was based where?

HINDERY: Here in San Francisco. I was responsible for development and finance, and I'd actually lived in New Mexico for a couple of years on the Navajo reservation and ran some coal mines down there, which I thoroughly enjoyed. I had these large operating roles but over time I took over all the financial and development activities of the company, and went from there to Wall Street. In 1985, January of '85, I returned to San Francisco.

SOUTHWICK: Wall Street in what capacity?

HINDERY: I was CFO of Becker Paribas, which was a large Wall Street firm that merged into Merrill Lynch late in 1984, so in January of '85 I moved back to San Francisco with my family to become the CFO and COO of a family-owned media company, not my family, but a family-owned media company called Chronicle Publishing Company, which had a mix of media properties; to be frank, a smattering – they had newspapers, cable and broadcast.

SOUTHWICK: The San Francisco Chronicle was...?

HINDERY: Was the flagship asset, but it also owned Western Communications, which was under Ed Allen, one of the great, great pioneers of the cable industry, and we had a broadcast group, and a newspaper group.

SOUTHWICK: How did you come to work for them? A headhunter?

HINDERY: A headhunter searched me out and asked me to come back and run it. I think life is serendipity, but that was, as a single event, one of the three events that most influenced my life as a business person. The first was Ed Littlefield, the second was taking this job in the media industry in 1985, some fifteen years later, and the third was meeting John Malone as a consequence of coming into the cable industry. I did a lot of deals for Chronicle, we tried to grow it and in most people's minds we ran it pretty well, and were fairly clever. We bought a bunch of the Storer cable properties, and in people's minds I think we did it fairly cleverly.

SOUTHWICK: What was your "brief" when you got there? Was it to grow the company in any direction you wanted, or did they kind of know that they wanted to focus on cable?

HINDERY: Well, it was a bit of a mess. I did two things: I shut down twelve or thirteen things we were doing that made no sense to me, very distracting and without particular focus. I then began to assess the three remaining legs of the company, broadcast, cable and newspapers, to figure out if we should stay in them. The media industry, this is back in 1985-86, is an industry that is like a great white shark. You swim or you sink. You grow or you die. You grow or you sell. I looked at the three and I tried to figure out if we were material enough, important enough potentially or currently, to stay in those three businesses. I liked them all; I thought our broadcast side was about the right size. The newspaper side was undernourished, so we bought some newspapers in the northeast, the Worcester Telegram and Gazette up in Massachusetts. In cable we were in nowhere land; we were hanging on and I decided that we should sell it or grow it, and that's when I met Bill Daniels. This was 1985 and I, with Bill's help, formed some conclusions as to growing the asset. He was very helpful for me to get a sense of what was possible.

SOUTHWICK: Tell me about the meeting with him and your impressions of him and how he operates.

HINDERY: Well, he was the next Ed Littlefield. So much so, Tom, that later on when I went to work for John, before saying yes to John, after he was generous enough to give me the invitation to come and help him out, I actually got on an airplane and went and saw two people – one was Ed Littlefield and one was Bill Daniels. It's going to sound corny, but I literally asked them if I should do it, and I wouldn't have if either had said no. Bill became for me the next Ed Littlefield. He was generous with his emotions and his intellect and his wit and his soul, and became no less important to me emotionally than Ed had been. Again, I didn't have a lot of these models growing up, role models, so I found in first Ed Littlefield, and later in Bill Daniels, people that I loved. I loved them. There's a Jesuit priest in Seattle that's sort of the third leg of that triangle. These are men now, one has passed, two are aged, and all three changed my life.

SOUTHWICK: What's the name of the Jesuit priest?

HINDERY: Father Bill Le Roux, who reached out to me when I was in college. Bill Daniels convinced me that the industry had opportunity, but again, it had to be pursued. Through Bill, Brian Deevy became a cherished friend, and Brian and I and Bill set about growing Chronicle Publishing Company as a cable operation.

SOUTHWICK: How many cable subscribers did Chronicle serve in those days?

HINDERY: Oh, I think we had 60 or 70 thousand.

SOUTHWICK: And where were the systems?

HINDERY: They were here in northern California; they were adjuncts of our local broadcast station. We, as a company, owned KRON, which was the NBC affiliate in San Francisco, and you may remember that there was a time when broadcast chased the cable industry. Broadcasters, before the rules changed, thought it was to their advantage to own cable, as it would be an alternative distribution vehicle in the market. So Chronicle bought some properties here in the Bay Area, Concord, California most notably. We had about 60,000 subs and we needed to sell them, to be honest with you, or we needed to buy a whole bunch more. So we went out and bought some more and I did so in a way that I think, in the eyes of the industry, was clever and sensitive. I also began to develop my sense of regional concentration that I became somewhat noted for in the industry. That's when I met John. Late in 1985, Bill said, "You've got to meet John." John, bless his heart, let me meet him. I flew to Denver and met John in what was then the old single story TCI office building, and realized I was sitting across from one of the great, great forces in American industry, in the cable industry, and in academia, because John is fundamentally an academic. I fell in love with him. I love John like a brother. I revere his intellect and his sensitivity and his friendship. In December of 1987, I decided, with a lot of pushing from Bill, to start my own cable company.

SOUTHWICK: Before we get into that, was there a signature deal that you did to grow Chronicle that stands out in your mind?

HINDERY: I've done so many of them, I literally can't remember, but there was a group of Storer Cable assets that needed to get sold and Marty Pompadour, who had just started ML Media, and I came together and bought them. I took northern California and Marty took southern California, and it was reminiscent of the Westinghouse deal, the Group W deal in '86, but it was even more clever. We were very sensitive to the tax side and did some stuff that most people thought was quite clever. The cable industry is always generous with its review and praise and they wrote about it in a complimentary fashion, and I think it deserved compliment. It was clever and I sort of forced it through. I began to realize the power of partnership and doing things collegially through the industry. I was always struck by the fact that my franchises were inviolate and that it was an industry that rewarded collegial behavior, unlike any other part of the media industry. It was easier to work laterally and collegially than other parts of the media industry. Every other part you're sort of roughly in competition with your peers; in our industry you're benefited by working with your peers.

SOUTHWICK: You mentioned the tax issues – are there particular aspects of the cable industry that are unusual, if not unique?

HINDERY: The amortization of the assets is extremely high. John taught me a long time ago to not pay any more than you have to, use the amortization to your advantage. You essentially use it to buy the holidays, or the windows, to build out your assets. You're not using cash to pay taxes currently, you're putting that cash back into the ground, and you're building value for investors and shareholders.

SOUTHWICK: So instead of reporting profits...

HINDERY: We're the kings and the queens of EBITDA, we're all about cash flow, pre-tax cash flow, and we try not to pay taxes. And I don't view that as anything but positive. I never felt like I was doing anything but the right thing for the country and for the shareholders because we were putting those resources back into the ground, so to speak. But I like to think that – and I'm not, again, trying to blow smoke here – I like to think that John and I are among the best in the industry, if not the best, at complex deals. I started that back in the '70s. Working for Ed Littlefield, I became famous for complex deals. I do tough deals. I did some fun things for GE when they acquired us and I like that side of it. I like to run stuff a lot, but I also like to do fun, complex transactions. So, that's how I got started, and it's fun to reminisce on how InterMedia got started.

SOUTHWICK: Before we get away from that, there was also an investment that you were looking at that didn't work out, as I recall, involving a young man named John Hendricks.

HINDERY: That was a heartbreaker. I had agreed to buy 25%, subject to board approval, of this nascent network called Discovery.

SOUTHWICK: And this was in the 1980s?

HINDERY: 1986 or '87. For six million dollars. John Hendricks was then, and remains today, a visionary in content and I thought it was a thoughtful diversification for us, and it yet related to our cable involvement. I became friendly with John and handshook this deal and...

SOUTHWICK: Was six million a lot?

HINDERY: It wasn't for me. I took it to the board and they turned it down, and the board was an amalgam of three family interests, the descendents of three parts of one family, and they used to torture each other, sort of goring each other's ox, so to speak. If one of the three groups embraced something, invariably one or both of the other two groups would naysay it. And so they used to fight their fights, that dated back 100 years, at the board level. Hugged at Christmas and kissed each other at christenings, but other times their behavior was bizarre. So we turned it down – they turned it down. I remember calling John Hendricks and I was mortified because it was a spectacular opportunity for the company. I was mortified because I thought we could get it done.

SOUTHWICK: That six million dollars would be worth how many billions today?

HINDERY: That six, it would be worth two and a half to three billion dollars in 15 years.

SOUTHWICK : Even more mortified, by the way, was John Hendricks.

HINDERY: And Hendricks, my little friend, went and gave it to John Malone, who now has it for Liberty, along with all that value, simply because John had the courage. But it was in part because of that single deal that I realized Chronicle wasn't my company, and I don't mean that in a possessive sense, but that it was in fact a family company and it was their prerogative to say no. It wasn't thoughtful to say no, but it was indeed their prerogative. And so in early December of 1987, on a rainy, crummy night in New York, Gerald Hassel from the Bank of New York, who was so important to the cable industry, and I were having dinner and he said, "Have you ever thought about doing it for yourself?" I said, "Oh, I've always worked for other people. I'm not sure that's my disposition." And we thought about it, talked about it, I went and saw John and John said, "If you can get it started, I'll probably – not promise – probably help you." And that's when I met and fell in love just as much with Donne Fischer, who was John's CFO. I next went and saw Bill because I only had 20,000 dollars in the bank – my wife, I don't think to this day, knows how strained we were financially. We had worked hard, but we had an infant daughter, and you know, 20,000 dollars in the bank was actually not bad. But it sure as hell wasn't enough to start a cable company, and I figured that I could leave Chronicle, bring some friends in, and last four months. Bill, bless his heart, said, "If you screw it up, I'll hire you so your wife and daughter don't leave you." I thought that's okay, that's typically Bill Daniels. When you need just a little bit of courage to fly out of the nest, Bill would usually push you, and just knowing that I had this support – the soft support of John and Donne Fischer on the one hand, and Bill on the other – I went out and I tried to start InterMedia Partners.

SOUTHWICK: Okay, so you're out on your own. What's the first thing you did?

HINDERY: Well, I ran pretty hard, Tom. As I said, I had 20 grand in the bank, and it was a purposefully different approach to the industry. It was an intended mix of banks and insurance companies, of which Bank of New York very generously agreed to be the lead; one industry investor, which was TCI; and then some strategic investors that had developed close relationships with the cable industry or wanted to. One of the latter was Sumitomo of Japan, and again, this is 1988, and the first off-shore investment in the U.S. cable industry was into InterMedia by Sumitomo, which led to Jupiter for TCI and Liberty later on, so all of John's activities in Japan today were outgrowths of my outreach to Sumitomo in 1988.

SOUTHWICK: How did that happen?

HINDERY: When I was in the mining industry, my company was a global presence in mining and we did a lot of business in Japan. I first started going to Japan in 1976, and had developed a strong friendship with Sumitomo. Sumitomo is a trading company that has a multiplicity of interests – especially natural resources – and like the other trading companies of Japan, it had this nascent or budding interest in media. So that was how Sumitomo got involved. John and Donne Fischer, I've talked about, that was sort of an outgrowth of my outreach to John in 1985 when I was still at Chronicle, and then representing, so to speak, the banks was Gerald Hassel at the Bank of New York. Against those three I set off to raise 100 million dollars of equity. Again, this was the spring of 1988, and again, all the time this gun, this April 30th gun that I had imposed on myself, was about to go off, which was literally when I would run out of money. I ended up raising 192 million dollars – about twice what I set out to raise – and that became known as InterMedia Partners One, and there grew to be six of them, successive funds. John, bless his heart, and Donne Fischer were involved in all six of them. The Bank of New York was, Sumitomo was, but others came in over time, and we grew InterMedia to being the ninth largest company in the industry in a decade, roughly.

SOUTHWICK: And then you began to go look for cable systems to buy?

HINDERY: I went hunting. I'm so Type A that I was hunting while I was raising money, and the first acquisition we did was Hearst Cablevision. We bought Santa Clara County from Hearst. I had known the Hearst family from running Chronicle. Hearst and Chronicle were partners in San Francisco in the newspaper here, and I became very fond of Frank Bennick, still remain very close to Frank, and Frank was at the same crossroads that I had been when I was at Chronicle, which is he had a neat little asset but it wasn't defining. He either needed to grow or sell, much like I had concluded when I was at Chronicle, and I showed him a very clever way to sell that asset to me. It was the first use of a like-kind exchange that wasn't really like-kind. Frank said that he wanted to sell to me, but he couldn't afford to pay the taxes on the sale because there was no basis in it, and I said, "Well, if I can solve that problem will you sell it to me?" And he said he would and I persuaded the IRS to let me exchange Santa Clara, Hearst Cablevision, for a 20% interest in ESPN, so Frank got a tax ruling that I constructed that allowed him to sell me the cable system and roll the proceeds into a 20% interest in ESPN, which was being sold in the market at the time by RJR Nabisco, and it was the one and only time the IRS has allowed a like-kind exchange of what was, to be frank, not all that like-kind.

SOUTHWICK: Because they weren't two cable systems?

HINDERY: They weren't two cable systems, they weren't two anything. One was a programming service and one was a distribution network, and I convinced them, since the distribution carried programming, that they were in fact like-kind. They subsequently...

SOUTHWICK: So you actually bought the 20% interest of ESPN?

HINDERY: I locked it up and swapped it. I think Frank's 20% of ESPN is probably worth, I don't know, about five billion dollars today.

SOUTHWICK: And Hearst had made the decision they wanted to stay in the programming side?

SOUTHWICK: Yeah, and so that was number one. Again, my whole premise of InterMedia was to buy smart, which I thought I knew how to do; finance smart, which my partners – my banks and insurance company investors – certainly helped me do well; and run well, and John, bless his heart, helped me run well. I thought I could run them well, but being John's partner meant I could really run them well.

SOUTHWICK: And did you have the advantage of being under the TCI umbrella in terms of programming deals...

HINDERY: Right.

SOUTHWICK: And hardware deals as well?

HINDERY: Yes, we were a full affiliate of TCI. John, bless his heart, you know, how many of us did he launch? Bob Rosencrans and Bill Bresnan and myself...

SOUTHWICK: Lenfest.

HINDERY: Gerry Lenfest, Steve Myers, are the ones that come most to mind.

SOUTHWICK: What does that mean, in terms of let's say when you bought the Hearst system, then these programming contracts for those Hearst systems come under the TCI umbrella, does that reduce the operating costs substantially?

HINDERY: It's damn good frosting on the cake, I'll tell you that. If you run them badly it's a safety net, and if you run them well it's great frosting. The cable industry is unavoidably about scale in two areas. One is programming, which is the most talked about, and the other is technology, which became en vogue, and we'll talk about it later when I talk about why I... sort of the "summer of love" and what I was trying to do with AT&T, but in 1987-1988, we weren't much of a technology industry, we were pretty basic. We were simply wires down the street. I could pretty much buy my copper, Tom, at the same price you could buy your copper, but if I was a TCI affiliate I could buy my programming, frankly, a lot cheaper than you could buy yours. So it was a huge plus. I promised the investors that we'd buy smart, finance smart, and run smart. Later on, I grew to conclude that there was a fourth leg, which was selling smart, that as a fiduciary you have to realize these values for your investors, but early on it was for me, as I said, buying, financing, and running well.

SOUTHWICK: What did running well consist of when you bought the Hearst systems and the other early systems in InterMedia?

HINDERY: Well, I work hard and people around me work hard and not to suggest that the others don't, but it was our reputations and our livelihoods and our families' interests, and certainly my investors' interests at stake. We worked hard at it. Again, I always had a practice of making everybody an owner, so we shared equity.

SOUTHWICK: But in terms of operating the systems, does this mean upgrading the plant, or...?

HINDERY: In 1987, to be honest with you, it did not. It wasn't until the early part of the '90s really, in reaction to the '92 Act, that upgrades became imperative. '87 to '92 we were a 35 to 50 channel environment, pretty same old, same old. It was in 1992-93 that John began, on behalf of the industry, to see a world of much increased capacity and much more technology. Prior to that, the hallmarks were just clever, honest operations. I like to think that I had something to do with convincing the industry of the desirability of owning assets regionally. I thought that we could run better with scale in a market. We could compete better if competition was to come our way, etc. So even in '87 when I started InterMedia, and later on I bought Cooke, which we'll talk about, for me it was always about concentrating assets in regions as opposed to...

SOUTHWICK: And why is that important?

HINDERY: It's important because one marketing manager, Tom, can handle 100,000 subs just as readily as she or he can handle 50, but if you had 50 and I had 50 and they were side by side that's an absurd waste of overhead.

SOUTHWICK: Because we both have marketing managers.

HINDERY: We both have marketing managers and building services and truck maintenance responsibilities. Just at the overhead level of the company, size is rewarded. I knew that our day of not having competition was going to go away, and it was probable that we were going to compete most particularly with RBOCs in some fashion or another, public utilities, whatever, somebody else, who similarly had full market perspectives. If our industry owned franchises while our competitors owned markets, we were going to get killed. We were going to get killed because our cost structure was going to be higher; we were going to get killed because we couldn't market ourselves. An example would be in the Bay Area, where there were nine operators at one time. Pac Bell and PG&E run ads on radio and on television that cover the whole market. No cable operator prior to consolidation could afford to run a radio spot marketing himself, because you had to buy the whole Bay Area. So, I knew that those days were going to change and so I became just rabid, I became passionate about guys in the industry, myself and my peers, owning chunks of markets. I was ahead of John a bit on that, and ahead of some of the other guys, and so everything I did from '88 on was about concentrating markets.

SOUTHWICK: Which led to a lot of swaps of systems.

HINDERY: Yeah, it led to... well, there was a two-year period of time in 1997 to 1999 when between 40% and 50% of the subscribers of the industry changed hands. I'm not talking about the sales or the mergers, I'm talking about the swaps – a world where every market in America was shared to a world where all but four markets in the whole United States are now shared. The "summer of love" was about mergers and acquisitions underway, and about the most dramatic swapping in the history of any industry, and that dates back to 1988 as well. Jack Kent Cooke put his cable systems on the market. I went out of my way – I was going to make that the hallmark acquisition of InterMedia, and with the help of Marc Nathanson, Bob Rodgers and Fred Nichols, Carolyn Chambers, Bob Lewis at TCI, Dan Millard at Adelphia, there were six of us that went after the Cooke assets. Brian Deevy and I did it.

SOUTHWICK: As a group together?

HINDERY: As a group together, and it was a two-fold undertaking. One is by coming together we controlled the sale process because all the logical acquirers were part of our group.

SOUTHWICK: So there's no bidding war.

HINDERY: No bidding war, and if he wanted to sell it he was going to sell it to us. He could elect not to sell it, but if he was going to sell it we were the buyers. The other thing was, I sort of literally sat in a room and Brian and I and these guys figured out who was going to get what. What was going to enhance their regional concentration over time, and that was a defining transaction for TCA, Falcon, certainly for InterMedia, Adelphia, Chambers, and even TCI. John got stuff that was helpful to his agendas.

SOUTHWICK: Now when the Westinghouse deal was done, as I recall, or Storer, maybe...

HINDERY: The big three chunky deals in the history of the industry were Group W, Storer – Group W was '86, Storer was '86 and '87, and I did that with Marty Pompador - and then in '88 and '89 was Cooke.

SOUTHWICK: Now, were you required to continue to operate Cooke as an entity because I thought with Storer you had to do that, didn't you?

HINDERY: No, Storer was made complicated because it became what was known as a mixing bowl, in that you couldn't break it up, and that was a nightmare.

SOUTHWICK: For tax reasons, right?

HINDERY: Right. I figured a way to break up the mixing bowl, and we used a lot of tax certificates in Cooke, so we essentially broke up Cooke, didn't pay the taxes because we used certificates. Storer was done from the top without certificates, so to protect the tax positions of everybody they had to leave it and run it jointly for several years. Our companies, the six of us, weren't capable of doing that. We weren't organizationally or emotionally ready to live in what's called a mixing bowl environment. So I had to... and Cooke was all about finding the right buyers, staying collegial and tough, allocating honestly, and figuring out a tax structure that made Cooke sell it to us.

SOUTHWICK: How do you do that? How did you use the tax certificate? What is a tax certificate and how do you use it in this situation?

HINDERY: Tax certificates, which are now gone – they died in the Viacom transaction, which I also did, for John – were about introducing into the ownership of the industry people of color, and the seller, Cooke, by selling to a company that was controlled by a minority, could defer his gain and not pay current taxes. And so Cooke bought some assets with his proceeds, essentially rolled them over, and he also got some deferrals and the combination was sufficiently appealing to him that he agreed to do the deal.

SOUTHWICK: And who were the minority participants that made this possible?

HINDERY: The most notable was an old friend of mine, an African American named Frank Washington, and Frank became a partner of InterMedia, my company, and we set up something called Robin Cable Systems. Robin is my daughter's first name, Robin Cable Systems. I always joked that Marc Nathanson had this Falcon, this bird of prey, and I had this little teeny Robin. I love Marc like a brother, he's very important to me, but we were not without competition, my Robin to his Falcon, and he kept telling me that his Falcon was going to eat my Robin. So we had to show him. Those were defining transactions for the six companies. Defining. That began a decade, literally exactly one decade, until the industry had gone from 300 participants to 100 to 20 to 7, and it was all about the efforts that began in 1988.

SOUTHWICK: Talk a little bit, if you will, about the political climate in the late '80s and what led to the '92 Act.

HINDERY: The cable industry receives these gifts from these communities – the franchises. It's the greatest gift you can receive because you're allowed to come into someone's community and be their sole cable operator, and you'd better not screw it up, and you'd better give them the quality of service and the sensitivity to rates to which they're entitled, and to which you have obligated yourself by being a monopolist, so to speak. In the late '80s, early '90s, we abused that privilege. Not everybody, but the problem with the cable industry is a couple of guys can sink the whole Navy. A couple of bad boats and the whole Navy sinks. This wasn't the Titanic, this was a flotilla of ships and you say, "But geez, my ship is fine. I'm a good guy, I don't raise rates more than inflation, I give good service, and you don't." Congress doesn't enact legislation regionally or market by market, it does it nationally, and by the fall of 1992, October '92, we had as an industry, to our eternal discredit, abused our fiduciary responsibility as monopolists, and the cable industry was re-regulated. In 1986 we were de-regulated, and in 1992 we were re-regulated.

SOUTHWICK: One of the systems that figured in this was a system in Tennessee that you ended up owning after some of the problems had occurred. Can you tell us what that was about?

HINDERY: In the history of this industry there were really three systems that became lightening rods for political concern – Honolulu, Hawaii; Jefferson City, Missouri; and West Tennessee, a rural part of Tennessee. All of them, for a variety of reasons, had attracted political attention, and John Danforth in Missouri, Al Gore in Tennessee, and Daniel Inouye in the State of Hawaii. I'm not trying to be critical here, but perhaps the most egregious was the system in Tennessee. Its owners, which were new owners, elected to raise rates three and four times, Tom, in less than a year and half's time. It was like every three or four months, and it just became, in the eyes of then Senator Gore, just unconscionable.

SOUTHWICK: And this served his hometown?

HINDERY: It served his father's farm. Senator Gore came from Tennessee, a place called Carthage, and the system should have served his father. But then his father was not able to get service at the farm. You had two issues: one is you had next door rate practices that in the eyes of the then Senator were very aggressive, and on his own family farm, the operator decided not to give them service. So I had already acquired from Cooke properties around Knoxville and Nashville and I wanted to be the king of Tennessee. I wanted to own all the cable systems in and around Tennessee because that was part of my regional consolidation strategy. I actually swapped out of Santa Clara and we became the dominant cable operator in the states of Tennessee, the western Carolinas, and Kentucky. When InterMedia went out of business that was its focal point. So these were cable systems I thought I could run well. I went and saw then Senator Gore and his chief of staff and I said that I would run them well, I promised. I said that it was not my role to tell them not to be critical of the cable industry, I wished they wouldn't be, but that was their political prerogative, and to be honest with you, we had done some things that deserved criticism, so I wasn't trying to be a Pollyanna here. I simply said that if this system runs well then you've got to acknowledge it the day it does. So I went and fixed it.

SOUTHWICK: What was the reaction of Senator Gore and Roy Neil to that? Did they listen?

HINDERY: Yes, Al Gore listens well. He understood that he should only criticize systems that were worthy of criticism and if I fixed this one, and he was a tough taskmaster, he was from Missouri, no pun intended back to John Danforth, but "Show me". And when I showed him and we became not the poster child for egregious behavior, but the poster child for sensitive local management, he and Roy, bless their hearts, did what they promised, which was they kept up the drumbeat on the cable industry but they stopped drumbeating on this particular system.

SOUTHWICK: Did you run a line out to the farm?

HINDERY: Oh, yeah. Oh, yeah. That was one sweet drop. They now get a lot of cable out on the farm.

SOUTHWICK: So we were talking about TCI and the loss of Bob Magness...

HINDERY: Well, again, it was November of '96 and Bob, who was so vital, just got this horrific case of cancer and in weeks we lost him. As I said, if Ed Littlefield and Bill Daniels were my father figures and mentors, then Bob was John's. I loved John and John was dying at the loss of Bob. TCI also wasn't running very well. In October of '96 I think John had come to a realization – this was weeks before we lost Bob – that TCI was in a lot of trouble. It wasn't, to my earlier comment, it wasn't addressing the needs of its several constituencies, its stock was approaching an all time low, customers were outraged, and regulators were back on the warpath, and we had lost our standing, in my opinion, with the industry.

HINDERY: Was this after the Bell Atlantic...

SOUTHWICK: Yeah, this was two years after. In 1994, John and Ray had tried to do – Ray Smith – had tried to do Bell Atlantic, so this was roughly two years later. To give you an example, Tom, of the breadth of the problems, I had seven times cash flow as my indebtedness at InterMedia and TCI was selling for six times cash flow. I was blasted, I hadn't missed a forecast, but for the '92 Act, in my entire time in the industry. Neither had Marc Nathanson or Bill Bresnan or Alan Gerry or any of us. We'd all worked pretty hard, and here was the mothership trading for six times cash flow and we had equal that or more in debt. In December of 1996, at Christmas time, I was recovering from a broken neck. I'd broken my neck car racing, and my wife and daughter and I were scheduled to go skiing at Beaver Creek and I sure as heck wasn't going skiing. I had this funny thing around my neck and I was one sort of bored puppy sitting up at Beaver Creek and John was alone in his office. John and I met and talked several times and in early January we took those conversations to the point that John asked me to become president of TCI. He would step up to be its chairman and I would become president, which was the title he had held until Bob's passing, and as I said, I love John, I love John like a brother, I love John for the leadership that he brought to the industry, and it was a tremendous offer. It was also terrifying. In 1995 I had had some illness of my own and had actually contemplated leaving the cable industry to get involved in some charity and things of that sort, so I wasn't totally sure I wanted to do it. I did love John and if he wanted me to do it I certainly was going to think about it hard. So I went and saw, as I said, Ed Littlefield and Bill Daniels, and the three of us decided that in fact that's what I was supposed to do, I kind of – and I don't mean this in a corny fashion – but that's what I was born to do which was to help John in 1997.

SOUTHWICK: Any thing about those particular meetings with Ed Littlefield and Bill Daniels that sticks out in your memory?

HINDERY: There were times in my life that relationships with men had become really important and this was my 26th year with Ed, my 12th year with Bill, and that's what it was all about. I think we knew, the three of us, that that's what I was born to do. Ed Littlefield always knew that I was trying to find the next Ed Littlefield. Having never worked for Bill it was not as obvious to Bill what my demons were about, but my demon was to find the next Ed Littlefield, and John was my next Ed Littlefield. While John and I are closer in age, John for me is the consummate partner/boss in my life other than Ed. I had had some great times and I thought I'd done some things pretty well from the time I left Ed to the time I went to work for John. I was certainly proud of InterMedia and what I tried to do in the industry, but sort of my wilderness years were the period between Ed and John. So on February 7, 1997, I went to work for John.

SOUTHWICK: What were the immediate issues that you faced?

HINDERY: Those five constituencies in flames. The stock blasted, weeks later Rupert announced the ASKYB initiative and the stock, what little breath in it, it took its last one, the stock was like 10 bucks. The employees – the person who had been helping John had RIF'd people in November of '96 and RIFs are pitiful.

SOUTHWICK: Reduction in force – layoff.

HINDERY: A RIF which goes across an entire company is absurd. It demoralizes everybody. For God's sake, take the time to... if you're going to cut back – I'm not suggesting the company didn't need to be cut back – do it on an individual basis, don't do it across the board because you fire the wrong people.

SOUTHWICK: And you create fear in everyone else.

HINDERY: We had raised rates roughly three or four times inflation in 1996, so the customers were not thrilled. We had abandoned our leadership role in all of the cable industry initiatives. We were the lobo wolf in my opinion, and the regulators – my God! They were just flying; they were fuming. We were losing franchises; we were in revocation hearings on franchises. Friends of the industry in Congress were saying "Enough's enough. We're going to go back to having rate hearings again." And this was a year after the Telecomm Act was passed, so if in February of '97, a year after the February '96 Cable Act, people are saying we're just going to tear your heart out, it was just a mess. I'm not going to sit here and blame people, I'm simply going to say that people who should not have let John down let him down. John is the best and if he has one fault he is too trusting, and he trusted some people who let him down. You say, "Well, geez, why didn't John do it himself?" It was because he wasn't supposed to do it himself. John was supposed to be the chief executive and the visionary and he hired some people to run the thing and they broke his heart. Anybody who suggests that John was indifferent to that or insensitive to that, doesn't know John. John is the best, and John asked me to fix it for him and I fixed it for him. The most incredible two and a half years of my life, other than the ten I had spent with Ed Littlefield, commenced on February the 7th of '97, when I moved into Bob's office. John and Bob had an arrangement where their offices were back to back with no door in the middle, and the privilege of first sitting at Bob's desk, who I loved, and having behind me, this open pathway to the greatest intellect in the history of the industry, of industry let alone our industry, who would walk through this doorway without a door, this doorway and trust me to fix his company... It was his company. My employment arrangement with John was one page, a one page letter, and it said he could fire me at any time and I could leave at any time, it largely said that I couldn't race cars, and it said I didn't have to stay in the TCI apartment, which I hated, the TCI apartment in New York. It was like Stalag 17 at the TCI apartment, and if you've ever seen Barney Shodders in his under shorts you'd know why I wasn't going to stay in the TCI apartment. You know, March of '99, 25 months later, we merged TCI into AT&T. We'd increased shareholder value 9 ¼ times in 25 months, all the pieces...

SOUTHWICK: Let's talk about some of the specific things you did. Decentralization?

HINDERY: Well, the first thing I did was in six weeks I fired 25 officers. I hope I was gracious about it; I didn't try to be anything but gracious, but they weren't the women and the men that were going to run TCI for me going forward, and we replaced 21 of the 25 internally. This wasn't about TCI; this was about some of the people who were running TCI.

SOUTHWICK: Was part of the issue that these folks had come from outside the industry and really didn't understand how the industry worked... I don't want to put words in your mouth.

HINDERY: It was very much that. It was a sense of indifference to the customers, and I don't mean that as critically as it's going to sound, but it was very centralized, took authorities away from the field, put them in Denver, brought people in who didn't know anything about the industry, let them run it, and geez... Wow! Why am I surprised it didn't work very well? These weren't bad people, they weren't untalented people, they just weren't cable people.

SOUTHWICK: Right. So they'd come from a culture that was different.

HINDERY: Yeah, or even if they had come from the industry they had somehow developed an insensitivity to the traditions of the industry. Al Neuharth, in describing his newspaper empire when he ran Gannett, coined the phrase "Don't out-local the local", and I've used it a thousand times in talking about the cable industry. It's a local business. It's the women and the men who run the industry at the local level. So we cut the headquarters staff by half – although we didn't fire anybody. In two and a half years I fired nobody but 25 officers. We added more people than anybody in the history of the industry. It wasn't about changing anybody in the company but 25 people, but it was imperative for me, Tom, that the replacements come from within the company. If I had come in and replaced the 25 with 25 people from outside the company, it would have demoralized the place. So, Anne Koets and Steve Brett and Tony Werner and Bill Fitzgerald, and just so many of them that had been in some role of the company, just elevated their status, and David Krone and Matt Bond and just some of the most incredible people it will ever be my privilege to work with. Lela Cocoros, just on and on. So 21 of the 25 were there, they just moved up and ran it for us. I didn't even remotely think I was going to run it. Marvin Jones, bless his heart, he came out of semi-retirement and saddled back up for me for a couple of years and we just kicked the heck out of it. It was spectacular.

SOUTHWICK: You spent a lot of time going around to the systems as well.

HINDERY: I spent a lot of time going around everywhere. I flew, in the two and a half years I worked for John – actually I only worked for John, technically for 25 months because by March of '99 we had merged and I essentially went over and worked for AT&T, but in the two and a half years that I was at TCI/AT&T I flew 900,000 air miles. I flew 1,000 miles a day, including Saturdays and Sundays and holidays, and I met with literally every employee, I went to every industry thing, I went to every regulator, I went to every Congressperson, I went to every shareholder, I did it all. And the reason I was able to do it – and it sounds like how is that possible – is because behind me sat the most incredible women and men in the history of the cable industry, because I could go out there and Barb Wood and Anne Koets and Steve Brett and Derek Chang and Bill Fitz and Matt Bond and David Krone and Tony Werner and 38,000 other people were doing their jobs brilliantly. We gave, in the first several weeks I gave options to 650 employees, every manager in the company – that number previously was like 20 to 25.

SOUTHWICK: So they had options to buy stock in the company, which meant that if the company did well, they did well.

HINDERY: They did well. I gave equity to every employee in the company through employee plans, so at the end of the day I think Anne and I and Steve thought that we had something like 93 to 95% of the employees being shareholders of the company. I've got to give credit to Grace de Latour, who was there with me and was the head of human resources, who I should have named. But I've got to be real careful, because I'm telling you, it was everybody. That was the most unbelievable bunch of people in my lifetime, and it was like a battle.

SOUTHWICK: You sold the company planes.

HINDERY: Yeah, yeah. I did everything that showed them that we were going to do this together, but I put back employee benefits, I rescinded the cut in salaries. This wasn't going to get better or not based on whacking employees. This was going to get better based on running it better, and so we cut overhead, but the overhead I cut was sort of my overhead, or the corporate overhead, so we got back in all the associations and paid our dues and we went and saw our constituencies, all of them. We gave our employees back their cuts, we restored marketing budgets, and then I held on, because if it hadn't worked I was going down the tubes, because I had actually increased the expenses of the company. But I knew that this group of people, this unbelievable group of women and men, could in fact get the revenues to support the expenses.

SOUTHWICK: Where did those revenues come from?

HINDERY: Subscriber growth. We had lost subscribers as a company at a time when everybody in the industry, everybody, Tom, everybody had grown subscribers. We were the only cable company in America that couldn't grow subscribers.

SOUTHWICK: Were you losing them to direct broadcast satellite, or just no service at all, or do you know?

HINDERY: I didn't even ask. I just knew that I'd grown subs at InterMedia and TCI lost subs. I knew that I had, I think, a 52% operating margin and had kept rate increases at or about inflation, and TCI was in the 30s and had raised rates three or four times inflation. I knew that I had the squeakiest, tightest corporate overhead per customer in the industry and we had the worst at TCI. And so we just fixed all that stuff. But we held on, we trusted each other, and it was unbelievable. I don't sleep much, and so I used to get in early, and bless their hearts, they began too, and we worked late, got in early, and traveled on weekends and ate more crap food than I'll ever eat in my life.

SOUTHWICK: You also took kind of a leadership position in terms of the industry, in terms of some of its organizations like C-SPAN, which had not been the TCI style in the past. What was your thinking on that?

HINDERY: Well, you can't be the industry leader because of your size, you have to be the industry leader because of your actions. So we re-engaged with all of the industry initiatives. We had been irresponsible in dropping C-SPAN.

SOUTHWICK: They dropped them from your systems?

HINDERY: Yeah, I mean fix the company, don't drop C-SPAN. Fix the company, don't fire employees. Grow subscribers so you don't have to fire people. Grow subscribers so you don't have to drop C-SPAN. For God's sake – how little we saved in association dues, but by pulling out of the associations we killed them. We were TCI, so if we left the Idaho State Association there was no Idaho State Association. We were Idaho.

SOUTHWICK: So tell me how the deal with AT&T came about.

HINDERY: I had a sense, as I said, Tom, that TCI needed a partner, a strategic partner. I thought far too much of our current stock valuation was based on things we hadn't done yet and much like this Internet bubble burst of the last year, you don't want more than 20-25% of your shareholding value to be stuff you haven't done yet. The market's expectations get ahead of you. Digital cable and digital phone and digital data were things we hadn't done yet in the rebuild, and I knew we could sort of get there, but I thought that if we got ahead of ourselves or missed some timing we could have some problems for our shareholders. The one company who had a national agenda gone awry was AT&T. Everybody else wasn't as attractive or as obvious, but by the summer of '97 we had repositioned ourselves, we had announced digital, we were extremely well-thought of, I think, by the marketplace as to how we were running the company. If there was ever a time to broach the prospect of a transaction with AT&T it was then. It had been tried by predecessors of mine many times to no particular effect. So in August of '97 I went and saw Bob Allen and began a dialogue that went nowhere, but by October of '97 when Mike Armstrong came, heated up. We began to talk about the At-Home asset, as to whether or not TCI and AT&T should develop some sort of partnership around At-Home. It was sort of like chumming the water, it was sort of a way to begin a relationship. By January-February, it was clear we weren't going to do much around At-Home, but that we had sort of engaged intellectually, and perhaps strategically, and by May of '98 AT&T had convinced itself with John's and my help that we in fact represented an opportunity. They contrasted that opportunity with Bell South. Unbeknownst to many people, we were in a bit of a horserace against AT&T buying Bell South or buying TCI. It was sort of zero sum. If they had bought Bell South they sure as heck weren't going to buy me, and if they didn't buy me nobody else was. That wasn't a disaster; I mean, I wasn't unconfident of our ability to continue to run TCI well, I just believed that the last big push of shareholder value was going to be achieved through an external transaction. You're rewarded as a fiduciary by having a vision and executing that vision, and that's all pretty good, but if you really want the last big whack you have to realize the value through a transaction. And so, in June of '98, as you obviously know, we announced the merger. We put every attention we had onto it. We did – Steve Brett, and I and Derek Chang and Anne and Barb and Bill Fitz and others – we really worked hard on the merger and by March of '99 – we announced it in June of '98 – nine months almost to the day later we closed it, which was months in advance of anybody's expectations. And so 25 months and two days after I joined John, March 9, 1999 from February 7, 1997, the largest merger in the history of the media industry was closed and the fate and destiny of TCI forever changed. And in that 25 months, if you took Liberty and TCI Ventures and TCI, which were the pieces that John and I were responsible for, they had gone up in value 9 ¼ times, and it was the greatest restoration of shareholder value, the greatest creation of shareholder value, of any major cap company in the history of the United States.

SOUTHWICK: Wow! And what was your role at AT&T Broadband, then, after the merger?

HINDERY: I was president and CEO of AT&T Broadband from March 9, 1999 to October 31, I guess it was, of '99.

SOUTHWICK: And what went through your mind after the merger took place? Did you plan to stay on the long-term or did you think you'd stay there for awhile?

HINDERY: I had a contract that as part of the merger I was required to stay. It was a disappointment to me that I had to stay, not because.... I didn't dislike AT&T, that's horribly unfair to suggest. I didn't. I was identified with TCI; I sold TCI, I fixed TCI for John, I ran it well, and I sold it. And on a very personal level I'd kind of wished I'd been allowed to go home at that time. But that was the deal, the deal was I had to stay, and I tried hard. I mean, I worked hard for them. I just had a different sense of what to do than they did, and they were the buyer, it was their prerogative to have a different sense. My style was compatible with John's and it proved to be incompatible with AT&T's. They're not right and I'm wrong, or I'm right and they're wrong – it just was different. Mike bought it and Mike should have run it, and in October of '99 he decided that he would prefer to run it, and I was thrilled. Then I went to the Eastern Show in late October of '99 and I picked up the Bill Daniels Award for Operator of the Year. I cried, and people that meant a lot to me stood and cried, and it was over. It was unbelievable. One week before the merger into AT&T, in March of 1999, Fortune Magazine said to all the world that TCI was the second most admired telecommunications company in the world, second only to SBC. We weren't on that list in any measure ever before. We didn't go from fourth to second, or eighth to second. We weren't on the list. And in March of '99 they said we were the second most admired telecomm company in the world, ahead of AT&T, ahead of everybody else but one, and there wasn't one cable company anywhere near the list. We had raised shareholder value 9 ¼ times, we were the operator of the year, we had done it well. We had more women in management, more people of color, more outspokenness on AIDS and HIV and on content, and it was over. I damned near died emotionally in October of '99 when I left it. It damned near killed me. It was in Baltimore (the Eastern Show) and it was wonderful and awful, and I got on the plane and went back to San Francisco.

SOUTHWICK: And did you immediately go with Global Crossing?

HINDERY: A month later.

SOUTHWICK: A month later, where you were CEO?

HINDERY: CEO of Global Center and later, briefly, CEO of Global Crossing.

SOUTHWICK: Before we run out of time, I wanted to ask you about racing. How many people in the cable industry like to race cars? I know you and Marvin Jones.

HINDERY: Marvin and I. I think Marvin and I, and Marvin and I.

SOUTHWICK: Frank Drendel?

HINDERY: No, Frank Drendel's son.

SOUTHWICK: Okay.

HINDERY: Frank Drendel's son. I got involved in it... I raced stock cars through '96 when I broke my neck, and couldn't race stock cars anymore because I can't stand another big wreck. So in '98 I started racing sports cars badly, I mean like really badly. I didn't know how to race sports cars. I knew how to race stock cars; I was pretty good at racing stock cars. Richard Petty had taught me to race stock cars, and I was pretty good at it, but then I had this accident in the fall of '96, just before Bob Magness died, and by late '98, early '99 I'd actually gotten pretty good in the sports cars again. So I did the 24 hours of Daytona in January of '99 and now I race professionally for Porsche and I think I'm eighth or ninth in the world in GT sports car racing.

SOUTHWICK: And you're still racing them yourself, not just owning the car?

HINDERY: No, I race them.

SOUTHWICK: Wow! And you mentioned that TCI forbade you to race, but you managed to somehow...

HINDERY: It largely said I couldn't race, but it didn't say I couldn't test, so we redefined racing and testing. I remember a great one is that Richard Petty asked if I wanted to test at Indianapolis, and that's like going to heaven, and so I said, "Damn right!" And Kaitz week of '98, I think it was actually Kaitz week of '97, I flew from New York – it was called Hell Week – and I flew from New York to Indianapolis test a car with Richard and Kyle Petty, and I'm talking to John on the phone and this unbelievable noise is in the background as these stock cars were screwing around. It was the day after the Brickyard 400, and we kept some of Richard's cars around and we were screwing around. Bobby Hamilton and Kyle and Richard and I were screwing around at Indy, and the noise is just cacophonous, and John kept saying, "What's that noise?" I kept saying, "I'm at the airport. It's an airport!" Unless John sees a copy of this tape, John never knows that I snuck off and did Indy, and by '98 TCI was running so well that I talked him into letting me race despite my letter. So I laid out in '97, and part of the reason I laid out in '97 was my arm was broken, and my neck was broken, and I couldn't race anyway, so John didn't get much out of his letter. But I didn't have to stay at the TCI apartment either, so that was good.

SOUTHWICK: Very good. Anything else we missed?

HINDERY: No. It was special. January 1988 to October 1999, it was something special. That excludes the Chronicle years, but the years of my own ownership and TCI, it was just unbelievable.

SOUTHWICK: Well, congratulations and thanks for spending the time.

HINDERY: Thanks for letting me work up a sweat with you under these lights.

SOUTHWICK: Happy to do it.