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Upon graduation from Oklahoma State University, Bill Atherton worked with Core Laboratories, Inc. in the Texas Gulf Coast and South America, and served as an officer in the U.S. Army Corp of Engineers. After his time with Core, he operated his own petroleum reservoir engineering company in Trinidad, West Indies, from 1960 to 1964.

But Bill’s career took a turn when his friend, Pat Murphy, talked him into partnering in a new franchise out of Wichita, KS, called Pizza Hut—at the time Bill had never even heard of pizza, but it would change his life. Soon, Bill became the Co-founder, chairman and CEO of A&M Food Services, Inc. from 1964 to 1986 when the company was merged into PEPSICO, Inc. At the time of the merger, A&M Food Services was the largest Pizza Hut franchise owner in the United States. He was also founder of Taco Hut, Inc. and served as Chairman and CEO until its sale in 1983.

Bill has been instrumental in key fundraising activities at Oklahoma State University and Hillsdale College, including funding the renovation of the Atherton Hotel on the OSU Campus. He’s also been awarded the OSU Henry G. Bennett Distinguished Service Award and been inducted to the OSU Alumni Association Hall of Fame, 1999.

Currently, Bill is a partner of Atherton & Murphy Investment Company and Chairman of Atherton Restaurant Systems, Inc. of Tulsa, Oklahoma. The Atherton Family also manages the William S. and Ann Atherton Foundation.

Full Interview Transcript

Chapter 01 – 1:12 Introduction

Announcer: Upon graduation from Oklahoma State University, Bill Atherton worked with Core Laboratories, Inc., in the Texas gulf coast in South America and served as an officer in the U.S. Army Corps of Engineers. He operated his own petroleum reservoir engineering company in Trinidad, West Indies, from 1960–1964. Bill’s career took a turn when he and his partner, Pat Murphy, learned how to make pizzas. In time, Bill became the co-founder, chairman and CEO of A&M Food Services Inc. from 1964–1986 when the company was merged into Pepsico, Inc. At the time of the merger, A&M Food Services

was the largest Pizza Hut franchise in the United States. He was also founder of Taco Hut,

Inc., and served as chairman and CEO until its sale in 1983. Bill is a partner of Atherton & Murphy Investment Company and chairman of Atherton Restaurant Systems, Inc., of Tulsa, Oklahoma. Listen to Bill talk about his relationship with Sam Walton, the Atherton Hotel at Oklahoma State University, and a bag of cash—all on the oral history website,

Chapter 02 – 9:29 Business Start-Ups

John Erling: My name is John Erling. Today’s date is November 10, 2021. So, Bill, would you state your full name, please?

Bill Atherton: William Stanley Atherton.

JE: Your date of birth?

BA: I was born April 12, 1933.

JE: That makes your present age?

BA: 88 years old, John.

William S. Atherton

Bill applied the work ethic and values he learned from his family to build a lasting, meaningful business legacy.

JE: And you’re going strong!

BA: (laughs)

JE: In fact, you have deals going today, as a matter of fact. We could be interrupted maybe.

BA: I hope not.

JE: Right. Where are we recording this interview?

BA: In an office in our building in midtown Tulsa and we’re on the 10th floor.

JE: Alright. Where were you born?

BA: Ponca City, Oklahoma.

JE: Alright, let’s talk about your mother. Your mother’s maiden name, where she was born, and that type of thing.

BA: My mother’s maiden name was Frances Conine. She was actually born in Stilwell, Oklahoma, but her mother was over there. They were from Bentonville. She always said she was born in Bentonville, Arkansas (laughs).

JE: What kind of person/personality was she?

BA: Oh she was wonderful, a very good housewife, a very good mother. She had…everything had to be done just right, you know, and we always had dinner and everybody had to be there. You had to have proper manners (laughs). She was a wonderful person.

JE: How many brothers and sisters did you have?

BA: I’ve got two sisters. The 6 years is Lynn and Patty is 12 years younger than me—two sisters.

JE: So you talked about your mother…everybody had to have manners. You had meals together then, right?

BA: Yes.

JE: That was important to be together.

BA: Absolutely.

JE: Your father’s name?

BA: He was Jess William Atherton. He was also a great, great guy. Everybody respected him and admired him.

JE: Where was he born and raised?

BA: He was born in Caney, Kansas in 1890.

JE: What was his personality like, what was he like?

BA: He was a very…he was one of the type of guys that could do anything, fix anything. People really admired his ability to accomplish any item he tried to do. He was an engineer by trade but he did everything from…back then you would call it dirt moving. But he was a dirt contractor. He had teams of horses and mules and they would build everything, you know, for everybody where they had to move dirt.

JE: So he was always looking for ways to make money.

BA: Correct, yeah. He had various enterprises. He not only had a company called Atherton Grading Company, he had multiple interests in real estate, oil and gas, other businesses.

JE: Didn’t he even have a business where he cleaned up the oil patch?

BA: He did because he had the equipment to do it with. So he would go in and when they would build a location for the rig, he would build all the necessary roads and everything to get the rig in there. Then after they finished, he would come in and clean it up.

JE: He opened a laundry service?

BA: He did. He and his brother when they were very young went to Drumright. That was the big oil boom then around Drumright and Cushing. They roughnecked for a while. Of

course, those were cable tool rigs back in those days. I think they were in their late teens to early 20s and they decided there had to be a better way to make a living, so they put in a cleaning establishment and cleaned the roughnecks’ clothes. Back then they had Levis and that was about it, you know. Probably 10–12 years ago, I went through Drumright and actually saw the old building where he had that cleaners.

JE: Did Clark Gable make an appearance there?

BA: Clark Gable was primarily working around Barnsdall because that was another big discovery. But he did come to Drumright and Cushing and worked. Dad was just a roughneck so he cleaned his clothes (laughs).

JE: He didn’t know he was going to go on to become a major Hollywood star…

BA: No they didn’t.

JE: I’m getting…maybe the seed was planted for you to always look for ways to make money.

That comes from your father.

BA: And his father…they were both real entrepreneurs, various businesses. They both loved real estate. They both loved working outdoors. So I would say it came from my father more than anybody because I worked with him.

JE: And was he a pilot?

BA: He was a pilot, one of the very first in Oklahoma. They founded an airline called Bluebird Airways. They had three airplanes. They had a Jenny and two WACOs and they would fly the oil guys from Pawhuska back to Bartlesville or Tulsa. Back in those days, to keep a plane flying, you had to be a real good mechanic.

JE: I can imagine, right. Also, he was in the development business—the Indian Hills Lake Development?

BA: John, that was a very unique idea. It was five miles out east on Ponca City on the way to Pawhuska. He had the idea of kind of a country club at the time. So he built this lake—a beautiful lake. Back in those days, you didn’t have to get any permits or anything so he took his mules and his horses and built the dam—a beautiful dam. In fact, the lake is still there today. It was called Indian Hills Lake. Then he sold lots for people to build cabins.

He did it on the installment plan. They would pay $100 down and $10 a month for their site. He sold the sites…I think he told me one time for $600, which back then…I think this was in the early ’30s. He would, of course, carry the note on all of those. He built a

beautiful clubhouse out there for the amenity. He was kind of ahead of his time, you might say, on that deal.

JE: And just exactly where is that located?

BA: Basically it’s on the Arkansas River. If you come out of Ponca City on the way to Pawhuska, it was actually five miles out of Ponca City. He had a ranch out there of about…I think it was originally about 20,000 acres. He was able to carve out enough for the lake. Later on, he built a house. He built a smaller lake down below the big lake and that’s where we lived. He built a house there for us.

JE: Wow. So you would have been when that was happening about how old?

BA: 4, 5, 6. We actually left Ponca City when I was 8 years old in the 3rd grade and moved to Joplin, Missouri.

Chapter 03 – 4:45 Oklahoma Land Run

John Erling: Let’s go back to your grandparents because that leads us to the Oklahoma Land Run. They were in the Land Run of 1893. We should point out for history’s sake, the first one was, of course, April 22, 1889. About 50,000 people were involved. Then another one in 1892. So then we come to the one with your grandparents. It was the largest land run in

U.S. history, over 8,000 acres, known as the Cherokee Strip. The land was purchased from the Cherokees. Did you hear stories about that and how he accomplished this?

Bill Atherton: I did. They were in Caney, Kansas at the time and, of course, everybody wanted to participate in the land run. So my grandfather…my dad was born in 1890 and his brother was born in 1893, early in January or February, I think. So he was a baby. They made the run and settled close to Stillwater in a little town called Glencoe, Oklahoma.

JE: Do you know the mechanics of how that would work, how they would get land? Would they go out there and search for it or how did they do that, ahead of time?

BA: The surveyors had surveyed out 160 acres. There was a post on each one of the 160 acres.

In it was the copy of the survey describing the property. So when you would find the piece you wanted, you took that survey back to the recording agent. I think it was in Perry, Oklahoma, for all that area around Stillwater.

JE: It sounds like maybe it was a little more organized than the first land run?

BA: The third one was much more organized in that respect but it was still a very cumbersome deal, you know, because everybody either rode a wagon or they had horses or they were trying to get to the best piece of land as quick as they could.

JE: Okay, so there was a chase for the land but he had been able to go out earlier and know where he was going?

BA: To some degree, not exactly but approximately.

JE: Then we should point out, the final big land run was in 1895. So then your grandfather was very enterprising. How did he come to have Atherton Moving Company?

BA: Oh my golly. They homesteaded out by Glencoe. Then they eventually moved into Stillwater and he bought a lot of property down on what is Main Street today and built a building. It’s currently 503 and 505 South Main in Stillwater. He bought a big truck and they moved people, which was a pretty good business back then. They became known as the only…I remember my granddad telling me this…the only furniture company that could move pianos because they had some big dollies and (laughs) some strong guys, I guess, working.

JE: How fortunate you were to be able to be around your grandfather.

BA: Well, he died when I was very young, like 3 or 4 years old, maybe 5. I hardly remember a lot of his stories. But then the grandmother, she would tell me a lot of the stories.

JE: I don’t think we’ve mentioned their names. Let’s give their names.

BA: His name was James Thomas and her name was Henrietta.

JE: Did she live then beyond him. Do you remember her longer?

BA: Yes I do. He died in 1935-36, somewhere around there I think. So I was 3 or 4 years old.

She died, I think, after the second world war.

Chapter 04 – 3:10 Childhood Memories

John Erling: Okay, about you, your education. What was the first school you attended, where was that?

Bill Atherton: That was in Ponca City and it was McKinley Grade School. I went to the first and second grade there only.

JE: And then the first house you remember?

BA: We lived in Ponca City and then my father built the house out on Indian Hills Lake where I lived.

JE: Alright. So by that time, you had electricity and plumbing and all that by living in town?

BA: We did, yeah. We had electricity out at Indian Hills Lake because back then, everything was a rural electrical deal but dad talked them into running electricity because he was going to build all of those cabins around the lake, so we were one of the few rural houses that had electricity.

JE: You just have to admire him to have that kind of thought—I’m going to build a lake and then I’m going to sell property around it (laughs).

BA: Yeah (laughs). There was great water there so you didn’t have to drill down too far to get good water, you know. And then he had electricity which was a big thing.

JE: As a child or a teen, things you did for entertainment? Radio—did you listen to radio much?

BA: We did. That was…you know, there wasn’t any television or anything. Radio was your main source of information and amusement.

JE: Do you remember some of the radio programs? Fibber McGee & Molly?

BA: I was just going to say—Fibber McGee and Molly, The Great Guildersleeve (laughs).

JE: Amos and Andy.

BA: Amos and Andy—those kind of programs were very entertaining, you know. You couldn’t wait for them to come on.

JE: Right, probably laying on the floor…looking at the radio. BA: Oh yeah, looking at the radio…yeah, you couldn’t wait. JE: Those were good days, weren’t they?

BA: They were good days—simple but good.

JE: What was the first car you remember that your parents had, do you remember?

BA: He had a Hudson Terraplane it was called…beautiful car. It was small. The front seat… and I would sit up where the back window was. So it was only a one-seat car.

JE: So it was a couple then probably?

BA: It was a coupe, yeah. But he had trucks, you know. They had a lot of pickup trucks.

JE: Would you say then that your family was…you always had money…I don’t know if you were well to do, or how would you categorize?

BA: Medium. Dad kind of made the impression that he had money but he was always scraping around getting things done…yeah. I’d say medium, yeah.

Chapter 05 – 8:25

Dust Bowl and Depression

John Erling: So the Dust Bowl days come along here because they were from 1930–36, and you would probably remember some of that.

Bill Atherton: I do, John. I remember the sky getting so dark as a kid that you couldn’t see the sun. And I remember my mother having me wet towels and put them around the window to keep the dust from coming in and under the doors. That’s how dusty it was.

JE: And I imagine when you go inside, it was hard to keep the dust from coming in your mouth.

BA: Not inside as much as outside. You just couldn’t really breathe. Inside you were able to block it off some.

JE: Sure.

BA: But yeah, you still had that odor, you know, and the smell of the dust when you were inside.

JE: Oh there was a smell that came with it?

BA: Well, heavy…it depends on where the wind was blowing from (laughs), yeah.

JE: And so that was your Dust Bowl experience. So then we come to The Depression which started in 1929 and up into the late ’30s.

BA: The late ’30s.

JE: Right. How did that affect your family and your father?

BA: Well that’s what precipitated our move to Joplin. Because dad’s…oil had gone down to you couldn’t even hardly sell it. And he had worked for Lou Wentz and E.W. Marland and Skelly and Sinclair and all them, and they quit drilling. They quit doing everything. So his grading company…but you still had to feed the horses and the mules but he lost all his good employees because he couldn’t pay them. Then the people that he’d sold the cabins to and the lots, they quit paying. So basically, he decided that we would leave Oklahoma and go to Missouri because there was talk about the war and Missouri was the big lead and zinc company. He figured he’d get into mining so he sold his cattle. He had about 1,000 goats, he said (laughs) down there and he sold the goats, sold the ranch. We packed up our pickup truck and moved to Joplin, Missouri, when I was in the third grade.

JE: Okay. But the Indian Hills lake development then…did he just have to walk away from that or did somebody…

BA: Uh, the bank…

JE: The bank took it?

BA: The bank took it, yeah. He did manage to sell enough cattle and equipment and stuff that we did have a little money when we went to Joplin. But as far as losing the land to the bank, he did.

JE: But in the depression, there were probably those who needed help. Do you have stories… maybe your father might have reached out and given food or anything to these people?

BA: He did. He helped them a lot. The guys that had worked for him were just great, great…I remember all of them because I would play with them. Also there was a Ponca Indian tribe that lived on the land and he helped all of them that lived on the ranch that he let stay there, you know. Then he had one guy that worked for him all his life and he was even…he

was one of the first pilots…his name was Brownie, that’s all I remember, and later on lost an eye so we called him One-Eyed Brownie. And One-Eye would milk the goats down there and give it to all the women in Ponca City. I remember that.

JE: Well that was a nice gesture, wasn’t it?

BA: Oh it really was, yeah.

JE: And for a young lad like you observing that…

BA: Oh yeah. I’d go down there and play with those goats till they would start hitting you (laughs).

JE: (laughs) So then when he got to Joplin, then what was his business going to be then?

BA: He originally thought mining but it was difficult at that time because of the depression.

We moved to Joplin in 1941. So he and another guy that went up there with him, they kind of started an insulation company where they would go around to the grocery stores and every place and pick up the boxes. Then they would grind up that cardboard, treat it so it wouldn’t be flammable and it made a great insulation. Then he would blow it into the attics of homes. He did that for about a year, I think, until mining started picking up and then he got into the lead and zinc mining.

JE: I’m just so impressed…did the image of your father doing all…did that linger with you as you were even 50–60 years old and making deals? Was your dad up there?

BA: Yeah I guess so really because we did so many different things. You know, it just…I guess I inherited it (laughs).

JE: And a great model for business for sure. But there was a dog…when you moved to Joplin, you had a dog that was close to you.

BA: We had a lot of dogs on a ranch, you know. But there was one of them, I said, “Dad, we gotta take old Flop to Joplin.” He said, “Okay, put him in the car,” …or his truck. We got as far as…I think it was either Coffeyville or Galena, Kansas. Of course, we all took a break and then when it was time to get back in the car, Flop was gone. So I said, “Dad, we gotta wait on Flop.” He said, “No, we’re not waiting on a dog all day.” So we left without him. About two or three weeks later after we’d got this little house in Joplin, darn if Flop didn’t come walking up. So he had walked all the way…and how he found us, I’ll never know. But that dog had walked all the way from Galena, Kansas to Joplin, Missouri, and found us somehow.

JE: Isn’t that an amazing story.

BA: It’s amazing.

JE: And how joyful you…

BA: Oh I was. I don’t know how happy dad was (laughs).

JE: That’s a great story. Flop!

BA: Flop (laughs). That’s a heck of a name for a dog, isn’t it?

JE: That’s right. But then you were in elementary school there in Joplin, right?

BA: What’s that?

JE: You were in elementary school in Joplin.

BA: Yes, started in the third grade. That’s kind of a funny story, John. I got appendicitis and so the doctor cut out my appendix. And I got ether pneumonia, they called it, from the anesthetic. They gave you ether back in those days. So I was home…I missed about a month of school. The teacher was nice, she would come to my house from school after

school for a month and teach me, bring me the lessons and everything. Could you imagine a teacher doing that today?

JE: Couldn’t do that, no.

BA: No, no way. So I didn’t fail the third grade.

JE: Then you went beyond elementary school, then in junior high there?

BA: In North Junior High School in Joplin and then later on Joplin High School.

JE: What year did you graduate from Joplin?

BA: 1951.

Chapter 06 – 8:03 Pearl Harbor

John Erling: So Pearl Harbor in 1941. You were pretty young when that happened.

Bill Atherton: Yeah, 8 years old.

JE: Okay, do you have any memory of that?

BA: Yeah because they started rationing about everything from gasoline to all of that to all your groceries. You could only buy certain things. You either had food stamps or gasoline stamps or something. Fortunately, since dad was a contractor, he was able to get a lot

of gasoline stamps. So he had all the fuel they wanted. Food stamps…you know, I don’t remember much about them. I know you had to go to the store and they’d take so many of your food stamps to buy a pound of sugar or whatever.

JE: But as a young boy, did you know anybody who went to serve then?

BA: Oh yeah. On my mother’s side of the family, she had two brothers that served. One of them served in the European theater, particularly in Africa and came up through Sicily and Italy. He got wounded. Then there was another brother that served out in the Pacific theater.

JE: Your high school days in Joplin…were they fun? Were you…

BA: A lot of fun, great high school. Very, very, very good teachers. They were very strict back in those days. You didn’t back talk a teacher or do anything. It was yes sir, no sir. And good

coaches…I played a little basketball and so they were…it was just a great experience. And a lot of good friends, yeah.

JE: Would you consider yourself a good student, marginal, or what? Maybe the top of your class?

BA: In some courses. I really liked math, physics, those type of subjects. I think I was above average in high school.

JE: So then you graduate in 1951. Then what do you do?

BA: Go to Oklahoma A&M College in Stillwater, Oklahoma.

JE: You had been looking forward to that for a long time, weren’t you?

BA: Yeah. My father was a civil engineer but I leaned more towards…back then the oil and gas business really appealed to me. So I majored in petroleum engineering.

JE: Do you remember the cost of tuition in 1951?

BA: You’re not going to believe this. It was $43 a semester.

JE: (laughs) Was that considered a fair amount, large, or what?

BA: That was just average, I guess, back then. You know, that wouldn’t buy a book today.

JE: Right. So your life at Oklahoma A&M…what was that like?

BA: You know, I really enjoyed it. I made a lot of very good friends. Most of the engineering classes were very small. They were 10, 12, 15 people…not like today. And I had very, very good instructors. I don’t know if I learned anything or not but it was…Joplin had a very good school system so my freshman year, everything was easy because it was just like…all the math classes were easy, physics, everything was easy. As you went a little bit further, it got a little more difficult. I know I struggled in calculus. I struggled in differential equations. Organic chemistry—I never did figure that out. But I did manage to get through.

JE: Yes and you graduated in what year?

BA: In 1956.

JE: And was your degree in?

BA: It was a Bachelor of Science in Petroleum Engineering.

JE: How about summertimes while you were in college?

BA: Oh boy, we worked. The first year, a group came out of Belvidere, Illinois looking for farm boys that could drive trucks and everything so we worked up in Illinois in harvest. We harvested peas and corn and would take it all into the cannery. The cannery was called Rock Island Canning Company. I learned then that…you know, they would can for Del Monte, they would can for Green Giant, but it was all the same thing. It was just what label they would put on the cans (laughs). But we worked up there in both peas and corn harvests. And

then my second year, since I was in ROTC, we went to summer camp out in Camp Carson, Colorado at Colorado Springs. I really liked that. Then the other summers, we worked in the oil field around Cushing and Payne County, mostly just roughnecking or roustabouting.

JE: Colorado—did you say you did some work there?

BA: Yeah, yeah we did. Beautiful—Colorado Springs. That’s where I first…they were starting to really mine uranium. When I was at Camp Carson, we’d go into Colorado Springs and all the guys would come in with their Geiger counters. So I asked them why were they there— they were hunting for uranium, you know. Boy they were mining particularly in Utah and Colorado at the time. So when I went home to Joplin, I told dad, I said you know all the lead and zinc mines are shut down now. I said you ought to go out west and mine uranium and darned if we didn’t do it. My junior year, we went out to Moab, Utah and started mining. We got some pretty good luck. We had two good mines out there. Then we would lease up a lot of stuff and sell the leases. I know that year, I sold 16 leases to Kerr McGee. They were getting big out there and in Oklahoma City. I made a little money, came back to college and thought I was rich (laughs).

JE: Wow, and you were able to make that happen as a student.

BA: Yeah, yeah.

JE: Sell leases.

BA: Yeah. Later on, actually my senior summer, we were mining down by Holbrook, Arizona. We hit it pretty big down there. We were selling…the big mill was at Grants, New Mexico and Shiprock, New Mexico. Anaconda Copper had a big, big mill up at Shiprock and we would ship there. The government at the time…not only…they kind of subsidized your uranium. They would pay you mileage for having to take it to the mill. It was a pretty good deal. Yeah. It worked well anyway.

JE: Right.

Chapter 07 – 5:30 Core Laboratories

John Erling: So after you graduate, what’s next?

Bill Atherton: I interviewed with four or five companies. They would all come to the campus and interview the seniors, you know. And I particularly liked an outfit out of Dallas, Texas, called Core Laboratories. They were the pioneers in core analysis, in mud logging, and reservoir engineering. They had offices all over the oil patch, even overseas. So I decided to go to work for Core Lab. They offered me $425 a month. They offered my roommate, Dale Easterwood, who was a lot smarter than I was…they offered him $400 a month. And I’d kid Dale…he’d say, “How come you got $25 more than I did” and I said, “Dale, you’ve just gotta ask for it” (laughs).

JE: Did you ask for it?

BA: I did. I said I can’t go to work for $400. And they said we’ll give you $425.

JE: (laughs)

BA: I immediately started in Corpus Christi, Texas, with them. They had a big laboratory there, a lot of activity going on. Mainly we were involved in core analysis and special core analysis.

JE: Oklahoma A&M—was that the last year in 1956 that it was known as that?

BA: They changed the name to Oklahoma State, yeah, in ’56.

JE: Right, right. But the army comes along here for you. Now you’d been in ROTC in high school…

BA: Yes and you’re supposed to serve two years in active duty. I’d gone to work for Core Lab.

Since the Korean War was going on, the oilfield was a vital industry. So I talked to…the president of Core Lab a guy named John Wisenbaker, a very, very smart man; a good engineer and everything. I said John, try to get me out of the army; I don’t want to have to go for two years. And he tried to pull every political string he could but I ended up having to go for six months. They said on my orders that you’re in for two years. So I went through Fort Belvoir, Virginia, which is a Corps of Engineers main base. After I went through officers’ training school there, I went to Fort Leonard Wood, Missouri. When I get there, they immediately made me a company commander and I said man oh man. I had a master sergeant that ran that company and so I called him in and I said, “Sergeant, you know a lot more about this army than I do so you tell me what to do but don’t let them know you’re doing it.” And we made the greatest team in the world. He was tough; he was tough.

JE: You were a lieutenant?

BA: Second lieutenant.

JE: Second lieutenant then. And so that would have been in ’56. So then it did help maybe that Core Laboratories tried to get you out. Why were you released after six months?

BA: Because of the oilfield.

JE: Okay so that did come into play.

BA: Yeah it did come into play. I only had to serve six months instead of two years. So that was very, very good. By then, when I came back out of the army, Core Lab…I went to Dallas and said I’m ready to go back to work and they said well we want you to go to Venezuela. And

I said well tell me more about it. And they said well we’ll pay you $900 a month if you’ll go work in Venezuela and I said get me a ticket. But I didn’t have a passport; I didn’t have all the shots; I didn’t have anything you needed. I went down to New Orleans and got my

passport, got my shots, and I was on a DC6 going to Maracaibo, Venezuela shortly after that.

JE: I just have to say about Fort Leonard Wood, Missouri,…I was there too. I did my basic training in 1964 and I was in the army reserve. So I’ve been to Fort Leonard Wood, Missouri, as well.

BA: It was tough (laughs).

JE: But you, you were a company commander. I was an enlisted man. You were a lieutenant.

BA: Yeah but still I had to take all those enlisted men on those darned hikes (laughs). I had one platoon of total Chicago guys who had never been off concrete. We’d take them out there at Leonard Wood and man they didn’t know what a rattlesnake was (laughs) or anything.

You know, scared to death (laughs). But they were good guys. They adapted and we made it.

Chapter 08 – 8:35 Bag of Cash

John Erling: So in Venezuela then, your experience there.

Bill Atherton: Venezuela is one of the neatest countries in the world. It was booming. Lake Maracaibo was unbelievable. You’d have 5-6-700 foot of oil sand. You could complete a well and it would flow 15-20-30,000 barrels a day. Unbelievable. A lot of the majors

that were there were from Tulsa. Sinclair Venezuela was big…Amerada Hess…Helmerich and Payne was there…you know, I knew a lot of the people there. I worked on Lake Maracaibo for about four or five months and then they had built a lab over in eastern Venezuela. The manager of it had disappeared and so they wanted me to go over there and open it up. So I did; I went to eastern Venezuela and I spent a year and a half there until they had the revolution in 1959. They had a presidente named Perez Jimenez. He was a pretty good dictator really, but they decided to kick him out and they had a big revolution. It was a bunch of guys. They nationalized the oil companies; they nationalized the service companies; they nationalized…you know, typical socialism—they could run a company better than you could. So I moved over to Trinidad, which is an island offshore of Venezuela…moved our operation over there and built a lab. So I was in Venezuela two years and Trinidad four years.

JE: So did you make it out of Venezuela with any cash?

BA: Not much but I saved all of Core Lab’s cash for them. I had met a real good banker in Anaco, Venezuela. He told me, he said, “Bill, they’re gonna nationalize our banks, I’m just sure of it, and you better get your money out of here.” So we had a bank account in

Caracas, Core Lab did; I didn’t have much. I was working for $900 a month. But Core Lab had quite a bit of money. They had an account in Caracas, one in Maracaibo, and one in Maturin, Venezuela, which was close to Anaco. So I drew all the money out of the bank, all three banks, and I went to Dallas, Texas, with a suitcase full of I think it was $180 maybe

$200…that was a lot of money back then.

JE: How much?

BA: I think it was about like $180,000 or so…

JE: That you had in suitcases?

BA: Yeah (laughs). They didn’t check you any back then. I go into Dallas and put the suitcase on John Wisenbaker’s desk and he said, “What’s this, Bill?” and I said, “That’s our money in Venezuela.” He said, “Well why is it here?” and so I told him the story. He hadn’t even heard about it yet. Sure enough, that very day I was in Dallas, they nationalized all of the banks, took the money. I mean Baker Hughes, Schlumberger, Haliburton—everybody lost everything they had.

JE: Well the company should have given you a percentage of that cash!

BA: I was kind of a hero around the office for a day or two and then they sent me back to work! (laughs)

JE: And to Trinidad…

BA: Yeah.

JE: And you stayed there for a while?

BA: I worked for Core Lab there. We really were doing quite well for about two years. Then they called me and said, “Bill, you know, business has slacked off in Trinidad and everything and we want you to go to Bahrain” and I said, “I don’t want to go to Bahrain, I like it here

in the islands.” So eventually, I said, “Let me buy you out here” and they said, “We don’t license, we’re all company owned.” I said, “I’ll cut you a good deal,” I said, “I’ll give you 10% of all the core analysis I run and we’ll split 50/50 on mud logging and special core analysis and any special products.” After awhile, they said okay. So I go into the Royal Bank of Canada in Port of Spain, Trinidad and why they loaned me the money, I’ll never know, but they did and I bought out Core Lab in Trinidad and operated it for over three years. Things really came back there and I made pretty good money.

JE: Tell me again what Core Lab did.

BA: They were primarily a reservoir engineering company. They were probably the best in their field…which a reservoir company evaluate…if you go out and discover oil, then they evaluate the field for you and let you know approximately how much oil and gas you’re going to produce. You know, it’s pretty scientific, pretty difficult to do but they do. They also had mud logging, which it was a unit you’d sit out on the drilling rig and it would monitor the mud as it would come out of the well. It would also collect cuttings so they could identify what you were drilling through, whether it was sandstone or shale or whatever, you know. Then we did a lot of special work for refineries. We were one of the few companies that could do gas analysis—tell you what part was methane, you know. We did a lot of special core analysis where you would evaluate the reservoir in a different way. So it was a pretty complex business but it was very profitable. After I came back to the

United States, Core Lab went public and I had managed to buy a little stock in it and it was a very, very good public offering. They are still public today.

JE: So you’re still in your 20s when this is happening, aren’t you?

BA: Yes.

JE: So that was a big check then when you sold out your half?

BA: Yeah. I’d been in Trinidad four years plus and decided to come back to the states. There were two really sharp guys down there—Peter Gaffney who was English and Ben Cline was an American. They had started an engineering company and today it’s one of the biggest. So they kept saying, “Boy we’d like to have core analysis in our company and I said, “Well, I’ll sell it to you.” I worked out a great deal with them. They bought me out. Later on, Peter Gaffney even…they were doing a lot of work for the Argentine YPF in Argentina, the government oil company. He became president of YPF too. I mean, both of them were so smart and very good engineers. Both of them were engineers so I couldn’t…I called Core Lab and said, you know, “I want to sell out” and they said, “Well, we don’t want you selling out, we’ll buy you back out.” And I said, “Well, listen to my story.” So I even sent Cline and Gaffney to Dallas to interview the big boys. And they said, “These guys are great, we’ll let you sell out to them.” So I did.

Chapter 09 – 4:35 Pizza Hut

John Erling: So you that big check. Did you buy yourself anything special when you first came back to the United States?

Bill Atherton: Well, I had to have a car (laughs). I had a brother-in-law who had bought the…he was married to my middle sister…and he had bought the Chevrolet/Cadillac dealership in Warrensburg, Missouri. His name was Ted Linger. So I called Ted and said “Ted, I need a car” and he said “what do you want?” and I said “I want a Cadillac” and he said “okay.” He said, “I just happen to have the most beautiful Cadillac I’ve ever seen.” He said, “It’s blue, it’s a coupe DeVille and it’s got white leather all through it.” He said, “It sells for $6500” and I thought “oh my God.” I said, “What will you sell it to me for?” and he said, “I’ll give

it to you for $6000. It’s been my demonstrator, it’s got 26 miles on it” or something. I said, “Okay, I’ll come get it.” So I picked it up a few months later and boy it was a beautiful car. That’s the only thing I spent the money on.

JE: What was the year of that car?

BA: ’63 Cadillac Coupe DeVille.

JE: Don’t you wish you had that car today?

BA: Oh I wish I had it back, yeah.

JE: But didn’t you meet a guy by the name of Pat Murphy along the way here.

BA: Pat’s been my partner, John, for over 60 years—the greatest guy you could ever know and the greatest partner you could have. Pat came…I had a big job sold in Trinidad and I needed help on it so I called Dallas. They said, “We’re going to send you a guy named Pat Murphy” and I said “okay.” They said, “He went to Oklahoma A&M like you did and he’s a geologist, hard worker” and I said “good.” Pat came down and worked for me for

about six or seven weeks and came back to the states and I lost track of him. Then I sold another big job to Standard of California and I called Dallas again. They said, “You know what happened to Murphy?” and I said “no” and they said “well we were gonna send

him offshore Louisiana and he said I’ve been there before and I quit” (laughs), “so we understand he’s in Wichita making doughnuts.” I said, “Well can you get me a number for him?” and they said “we’ll try.” They got a number and I called him and I said, “Pat, what are you doing?.” He said, “Well, I’m not making doughnuts, I’m in Bartlesville, Oklahoma, making pizza.” I said, “Well what’s the deal?” and he said, “Well, it’s a company called Pizza Hut and I’m the third franchisee.” He said, “I’m starving to death.” (laughs) I said, “Well, Pat, would you come and work a job with me?” I said, “I’ll buy your ticket and I’ll split half the profit with you.” He said, “What in case there’s no profit?” and I said, “There’s no money,” and he said “That’s a good deal, I’ll be there.” So I bought him a plane ticket; he came. As luck would have it, they got stuck on the well and so worked a couple other jobs. They finally got drilling again and it ended up the biggest core job ever done in Trinidad. We split I think it was close to $10,000 each and Pat was rich (laughs). He went back to Bartlesville and about six months later, he called me and said, “There’s a guy that put in a Pizza Hut

in Stillwater, Oklahoma, named Kendall Grindstaff and he wants to sell because he’s a big realtor,” and I said, “Well is it making any money?” “Well, it’ll make a lot of money.” I said, “What does he want for it?” and he said, “He wants $4,000, send me $2,000 and we’ll be partners.” I said, “Okay, Pat.” So that’s how I owned half of a Pizza Hut before I ever saw it.

JE: And that’s how you got into that business.

BA: Pat’s really been the best friend and best partner a guy could have. You know, we didn’t agree on everything but when we did disagree, we always worked it out and founded a lot of companies together.

Chapter 10 – 1:33 Family

John Erling: Along in here, didn’t you meet somebody by the name of Ann?

Bill Atherton: Yeah, I happened to run onto her. I came back from Trinidad and Ann was living in Bartlesville. Her sister and her sister’s husband were there and, of course, Pat and

Jetta. So Pat told me, he said, “Boy she’s a beautiful girl, you ought to date her while you’re here” and I said, “okay.” Then Jet, Pat’s wife, had talked to her and so I had a date with her and, of all things, took her to a football game in Stillwater (laughs) and later on took her to the Dallas Cowboys down at the Cotton Bowl. She and I got along real good and we got married on December 11, 1964.

JE: Children from that marriage?

BA: She had a son named Dirk who is my son now. We had Tom Atherton and Jessica Atherton. Dirk lives down in Florida now and he’s in the restaurant and real estate business. Tom is my partner up here and Jessica’s husband worked with us. Both of them are sharp as can be.

JE: All taking a lot of information from you, I’m sure, and direction as well. They were fortunate to have that.

Chapter 11 – 7:05 Story of Pizza Hut

John Erling: Pizza Hut—let’s continue with this story. First of all, the Pizza Hut story. How did that get going?

Bill Atherton: Pizza Hut was founded in 1958 in Wichita, Kansas by two brothers—Frank and Dan Carney. It was a little old 600 square foot building and they sold pizza. Every morning, they would come by where Pat was making doughnuts. Pat went down there at 4:00 in

the morning and started making doughnuts. Dan and Frank would come into their so- called Pizza Hut and they would start cooking the sausage and cooking hamburger and slicing cheese and making dough and they would open up at 10:30. Pat got to know Dan and Frank very well. Frank and Dan Carney had sold one franchise to a guy in Topeka, Kansas called Dick Hasser. Then they built another one in Wichita. So they talked Pat into franchising at Bartlesville, Oklahoma. So Pat was living in Bartlesville and had built him a little Pizza Hut, and he and I had bought Stillwater. So he had two Pizza Huts that he was operating. Back then, you know, you sold drinks for 25 cents, a pizza was $1.50 or

something. So you didn’t run a lot of volume. But Stillwater being a college town, and we were located up by the stadium on north Monroe, it started making a little money. There was a realtor—actually the man that Pat had bought the Pizza Hut from, Kendall Grindstaff— and we talked Kendall into building…by then, Pizza Hut had built an image building…a beautiful building with trapezoid windows and everything. So we talked Kendall into building a freestanding Pizza Hut for us. So we had the third. Pizza Hut had built one in Wichita, the company had. Dick Hasser had built one in Topeka, and we built the third one that Pizza Hut ever had of the image building in Stillwater. By then, Pizza Hut was getting… there were probably seven or eight franchisees. So it was becoming a company, you know.

JE: Right. You put money in but didn’t you have to get in there and learn how to make pizza and roll dough and all that?

BA: I did that when I came back. Ann and I lived in Bartlesville for about two months. She was working for Phillips and I was unemployed (laughs). I thought about going back into the oilfield. Core Lab had called me a couple of times wanting me to go to Colombia, wanting me to go over to Iran, and I just turned them down. I just didn’t want to get back in the oil patch. So Ann and I moved to Stillwater and bought us a little house there for $12,000. We were worried about the payment was $100 a month, which she said “how are we going

to make that?” (laughs) I said, “We’ll figure it out.” Yeah so I started learning the pizza business and worked in the Pizza Hut in Stillwater with our manager who was a good guy. We got it making a little bit of money. In the meantime, we started a little…we had a guy working for us that had worked for Taco Grande up in Wichita. So he kept asking me, “We gotta put in a taco place.” So we started Taco Hut. I used him to put that in and his name was Bill Leonard, and he ran it. So I said, “Ann, let’s go to Tulsa,” so we moved to Tulsa.

By then, we had decided, Pat and I did, that we would put in another Pizza Hut. So Pizza Hut Inc. had already built two here in Tulsa so they wouldn’t give me Tulsa, so I went to Okmulgee and Pat and I built one in Okmulgee. We also started building Taco Huts here in Tulsa. Eventually we built 10 of them here in Tulsa. Then we went to Fayetteville, Arkansas and built the biggest Pizza Hut that had ever been built. It had a full basement under it, a beautiful building, and we talked Don Tyson, the chicken guy, into building it for us. He and his partner built the building and they owned it for a long time till we bought it back from them. That’s kind of how we got into the pizza business.

JE: Right, but did you decide to stay in small towns, was that your MO?

BA: You know, we had done Stillwater which was about 20,000 people then at the most. We did Okmulgee which was about 10,000 people. Then Fayetteville was the University of Arkansas, a nice little town but not very big. So we had thought about going to Little Rock and Ft. Smith but another guy already had them franchised. So we thought why don’t we stay in small towns because the real estate is cheaper, the employees are better, the taxes

are lower and everything. So we started developing the small towns in Arkansas. We ended up with about 50 Pizza Huts in Arkansas without owning Little Rock or Ft. Smith. But we had most of the small towns and we went to every college town—Conway, Jonesboro, all of those—and they turned out to be the best Pizza Huts in Arkansas.

Chapter 12 – 7:30 Eskimo Joe’s

John Erling: Eskimo Joe’s—did you ever compete? Were you gone? How does that timeline?

Bill Atherton: Stan Clark, who is one of the best operators in the world and thinking all the time…Stan put in Eskimo Joe’s a little after we put in our first Pizza Hut in Stillwater. He was such a good operator. Eskimo Joe’s, of course, became a legend, you know, as he got into selling T-shirts and everything else. We had a concept here in Tulsa called Chimi’s, which was a Mexican concept. Stan Clark, Eskimo Joe, wanted to put in a Mexican deal in Stillwater. I said, “Stan, we’re not gonna franchise, we’re not gonna license, but what you do, send your people over here and we’ll train them for you,” which he did and we helped him open up his Mexican restaurant in Stillwater. He’s got another concept…well, he put in an Italian deal. But Stan’s been a great friend all our life and he has done a lot for Oklahoma State University.

JE: Right. But you had pizza, he had burgers—were you competing or was it different food?

You both were able to survive because of the different kind of food.

BA: Well, Stan was located up by campus and we were off campus. Pizza didn’t really compete with…you know, he sold hamburgers and beer—a lot of beer. We didn’t…no we worked together on stuff, helping each other. He’s just a terrific operator.

JE: Right. Then back to Don Tyson, you said he built but he had a chicken company. Was he also a contractor?

BA: Don was an entrepreneur. His mother and father were killed in a train wreck when Don was very young and he took over Tyson Foods when it was nothing. I mean, all they sold was ice pack chicken to Safeway and the stores and thin margins. So Don also did a lot of building. He built apartments in Fayetteville and Springdale. Their headquarters was in Springdale. Don was a great man. He helped us immeasurably. Besides building Pizza

Huts for us and being the landlord, he introduced us to bankers, to everybody you needed to know. Without Don, I don’t think we could have developed northwest Arkansas like

we did. We had two Pizza Huts, two delivery huts in Fayetteville; we had Springdale, Rogers—two in Rogers, two in Springdale, Bentonville…all that area, we had. The Pizza Hut

that Don built for us, the building…like I said, it had a full basement. And that basement, we hired two would-be freshman architects out of Stillwater that had done a real neat building for a guy we knew. So we hired them to design the basement for us and they did it on a Colorado ski lodge…a big fireplace in the middle, booths all around, a real good atmosphere. All the college kids loved it. It became the biggest…we were the biggest volume of Budweiser in the state of Arkansas, even more than Stan Clark was selling at Eskimo Joe’s, because of that basement. Everybody loved that place.

JE: Was that your idea?

BA: It was our idea, yeah.

JE: A great idea. Did you replicate that anyplace else?

BA: We didn’t. Another franchisee did in Indiana. There were two or three more but not us.

We just did that one.

JE: You were in your 30s now, 40s, in there someplace? Did you enjoy in the restaurant going around talking to people and thanks for coming in and all that kind of stuff?

BA: Oh yeah, you gotta do that. Pat was very good at it. Any time we would inspect a Pizza Hut, the first thing that we’d do, of course, is look at the facility and make sure everything is clean and nice. Then we’d go around and talk to the customers because they can tell you more than anybody else…you know, what’s the problem, be honest with me, tell me about the place. And then we’d talk to the employees because they only tell you what you want to hear (laughs). But yeah, we enjoyed that.

JE: You’re doing quite well now for yourself. And your home is in Tulsa. While this business is growing, so financially you’re doing quite well and this has been a big boom for you.

BA: Well we actually moved to Florida in ’86 because of Oklahoma’s high taxes. We had teamed up with a builder here in Tulsa, Pat and I had. He built apartments and commercial buildings. His name was Never Fail; you probably knew Never Fail. Never was a great guy, a good partner, and Pat and I really enjoyed everything with him. He had come to Pat and me and said, “We are going to build these retirement centers.” So he built one in Tulsa

and then we went down to Fort Myers, Florida and built one; then we went to Kansas City. Well my son, Dirk, was the foreman on the job in Fort Myers. After we finished there, we were going to build one in Tucson and I told Dirk, “Well, I want you to go to Tucson.” He said, “Man I like it here in Florida.” He’s been there ever since. That was in 1987 or 8. So Dirk tried the contracting business and then he put in a Mexican restaurant similar to Chimi’s but a lot better really. He’s got them down there in Florida now. So he has been there ever since. You know, we had grandkids, he had kids so Ann and I bought a place down in Florida and made our residence there.

JE: That restaurant name was Iguana?

BA: Iguana Mia.

JE: Yeah, which is there right now?

BA: Yeah, he’s got three of them there now—one in Naples, one in Fort Myers and one in Cape Coral.

Chapter 13 – 4:27 Sam Walton

John Erling: With Don Tyson, you did deals with him and with another famous person by the name of Sam Walton.

Bill Atherton: Sam had started building a few Walmarts and we did one with a guy out of Mountain Home and built one for him and got to know Sam pretty well. So our policy was Sam would go in and buy a big piece of land to build a Walmart and then we’d buy the out lots to build a Pizza Hut on. We did that probably 30 times with him, from Iowa down to Arkansas and Missouri and Oklahoma. Our relationship with Sam was just…man, it was a handshake. Nowadays, Walmart is so big, you gotta go through 100 lawyers to get anything done. But all of those first deals with Sam, you know…in fact, one of them in Clarksville, Arkansas, Sam called me and said, “How’s our Pizza Hut doing in Clarksville.” I said, “Man it’s a good one, Sam.” He said, “You know, I own it.” I said, “No I bought that land from you.” He said, “Yeah, but I’ve never given you a deed to it!” (laughs) That’s the way he was, you know. He said, “I’ll have them take care of it.”

JE: How did you ever meet Sam Walton in the first place?

BA: He’d built one over in Berryville, Arkansas. That was one of his very first ones, probably fifth or sixth Walmart. We bought the property from him there and had gotten to know him there. I think it was through real estate. Helen, his wife…since my mother was from Bentonville, she had known Helen and played cards with her. I assume we met Sam just through real estate deals.

JE: So then what kind of a guy was he to be around?

BA: Oh man, he loved to hunt. He was an all-around guy. He had the personality that he charmed you really. I mean, he was just a regular guy. It’s amazing what he did.

JE: A famous story about no matter how wealthy he was, he still drove around in a little beat- up pickup.

BA: An old pickup with his dog (laughs). Yeah, old Roy. No, Sam was very humble. He didn’t need anything. In fact, they had one airplane and Sam was a pretty good pilot. They hangared there at Rogers and we would fly in to Rogers a lot because it’s the only one that had a pretty good runway. Sam was just happy as could be flying his little plane around.

Today they must have 50 airplanes, you know; they go all over. But Sam said no, we’ll always keep this little one.

JE: You know, I’m interested; that’s fascinating. The first one, Pizza Hut, you built by a Walmart. What kind of thought went into that? Because that concept continued on—you bought near a Walmart.

BA: We did a lot, particularly up in Iowa. Sam had very good locations up there. A couple in Minnesota, two in Missouri, but most of them in Arkansas.

JE: And he encouraged you to come on along? You were really on his coattails in a way.

BA: Yeah, and we figured, you know, of all the thousands of people coming to Walmart, they are going to get hungry and they are going to see the old Pizza Hut in front, so it couldn’t be a better location. It just couldn’t be.

JE: Yeah, a great idea.

Chapter 14 – 6:20 Arby’s

John Erling: But then, you know, it’s not just good enough to be selling pizza. You also had to form a company, A&M Food Service.

Bill Atherton: That’s correct. Under A&M, we operated Taco Hut which we had founded. We were the franchisor of it. Then Don Tyson wanted to be bigger than Colonel Sanders, so he wanted us to give him a name so we said let’s call it Chicken Hut; you know, that will work. I went on the board with him there and we got up to quite a few Chicken Huts, even had two in Mexico of all places—one in Guadalajara and one in Hermosillo. Chicken Hut was really going well; I mean, we had the greatest product in the world. We had a potato we called Ozark Spud where we would take a potato and cut it in four pieces, cut it in half and then cut that half in another piece, dip it in the chicken batter and deep fat fry it. That was the best potato French fry you ever had in your life. Of course, we had a good supply of the best chicken with Don. Pat and I kind of handled the real estate side of it. We built four here in Tulsa, one in Bartlesville, one in Stillwater, two in Oklahoma City, and built a lot of them in Arkansas. Then one day, Don came in and he said, “You know, it costs too much money, this restaurant business. By the time you buy the real estate and build the building and get all the equipment, it’s too much money.” He said, “I’m gonna get out.” He

said, “I need money for other things.” I said, “Well, Don, what are you going to do?” He said, “Oh, we’ll franchise them or you guys can do what you want to do.” I said, “Well, Don, you just can’t quit like that when you’ve got 50 Chicken Huts.” He said, “Well, you guys start

selling them.” And I said, “Okay, we’ll try.” So at the time, Pat and I had teamed up with Bob Davis on Arby’s. So I thought man, these Chicken Huts will make perfect Arby’s. So we sold Arkadelphia, Arkansas; we sold Conway, Arkansas…the Chicken Hut. Well, Pat and I bought them and then we converted them to Arby’s. Later on, Bob Davis wanted to own the real estate so we gradually sold him the real estate too. There’s another great partner was Bob Davis, just an exceptional guy and good operator. His son, Jeff, carried on.

JE: Where did Arby’s begin?

BA: Arby’s started in Ohio…Youngstown, Ohio. Bob Davis became their franchisee here. He had one on Peoria, the very first one. It’s still there. He came to me and said, “I’d like to put in another Arby’s and I’d like to buy that Chicken Hut on Yale, on 51st and Yale, that you have for sale.” I said, “Bob, that’s on leased ground.” I said, “I don’t think you want to own it.” He said, “Oh but I love that location.” I said, “Well now, if I sell it to you, you’re gonna have to assume the lease” and that was an old DX Sunray service station. I said, “Bob, if you buy that location at 51st and Yale, you gotta assume the ground lease” and

I said “that includes the Phillips 66 station on the corner and your place and another vacant lot.” I said, “The ground lease is 800 a month or something like that. That’s pretty high to pay every month.” “Oh, I love that location.” And so one day he came to me and he said, “Okay, I’ll buy the existing building, I’ll assume the ground lease. I want to do the deal.” I said, “You’re my kind of guy!” So I sold him the location at 51st and Yale. Later on, Bob would say, “Man, these Chicken Huts convert to an Arby’s so well, you got more?” I said, “Yeah, I got one up in Warrensburg, Missouri I need to sell.” “Okay, I’ll go there.” We probably put in—oh my golly—10, 12 or more Arby’s in old Chicken Huts.

JE: Hmmm….

BA: We did Arkadelphia, Arkansas; we did Benton, Arkansas; we did Conway, Arkansas. You know, they did convert to Arby’s so well back then.

JE: So 51st and Yale—a very popular place. And you had purchased that land?

BA: No I had ground leased it from Sunray DX, the old oil company.

JE: Alright. And now the gas station is gone today.

BA: Well later on, I tried to buy it and they wanted too much money. I tried to buy out the lease because we had sold a piece to Braum’s. There was Braum’s next door, Arby’s, and we’d put in a hot dog deal, and then the service station. But DX knew the value of it and they eventually sold it. Then Bob bought his piece from the company that bought it.

JE: But right now, a drive-through coffee place called Dutch Brothers…

BA: They’ve torn down the old service station, tore down the old Arby’s. Arby’s moved around the corner where their headquarters is and they built that Arby’s on Yale.

JE: That’s amazing. That Dutch Brothers is just now going to open fairly soon.

BA: Right.

JE: Amazing, 51st and Yale.

Chapter 15 – 4:50 A&M Food Service

John Erling: A&M Food Service…so many things that you’ve touched turned to gold.

Bill Atherton: Well, we got lucky on some. Under the A&M umbrella, we had Pizza Huts and at one time, we became the largest Pizza Hut franchisee in the nation. We were up to over 200 Pizza Huts. And then they had a concept called Applegate’s Landing, which was upscale Italian food—very, very good. And we built Norman, Oklahoma; Tulsa, Oklahoma; Bartlesville; and Springdale—we had four of them. That concept got up to about 40 or 50

Applegates. Other franchisees built them. Then Pizza Hut one day said…they had one store in Wichita and they said, “We’re gonna get out of Applegates,” and we said, “Hey guys,

this was your idea; you need to keep supporting it. I mean, we want help, you know.” They said, “Well, we don’t like the concept. It takes too much money to put the stores in,” which they were expensive. They’d run close to $800 to a million dollars just to build the building. Back then, that was very, very expensive. But they did high volume. So we had Applegates in A&M; we had Pizza Hut in A&M; we had the parent Taco Hut in A&M because we were the franchisor and we only had 10 stores here in Tulsa. When we took A&M public, we spun Taco Hut out of it and Applegates. So A&M ended up only with Pizza Huts.

JE: Didn’t PepsiCo want to buy A&M?

BA: They did, thank heavens. Pizza Hut got kind of concerned about us because we were getting rather large and we kind of dominated the advertising association. We kind of got to where, you might say, we were telling Pizza Hut what to do. If we didn’t like something, we told them we don’t like that. So they wanted to get rid of us in some way. In the meantime, we had developed in Minnesota and we had Minneapolis/St. Paul, which they wanted because we really made a big success out of it. All in all, we had almost 50 Pizza Huts in Minnesota and we had 28 in the twin cities. So we shot them a high price and they, of course, started negotiating and everything but ultimately, they bought us out.

JE: But didn’t…in that negotiating, didn’t you get up and leave the negotiating table?

BA: Yeah twice. One time, we were in Wichita. Fortunately, I knew the secretary to the president. The president was a guy named Steve Reinemund who became…well, Art Gunther was there first and then Steve became president during all of this negotiation.

The secretary told me, “Bill, they really want to buy you,” and I said, “Well, they’re

not acting like it because they’re not agreeing to anything Pat and I say.” So finally, we were kind of at an impasse. We’d told them there were three or four things that were nonnegotiable—we had to have a stock deal, we didn’t want cash, they had to honor all of the commitments we’d made to our employees…you know, and all these things. So I said,

“Pat, it doesn’t look like this is going to happen. Let’s quit wasting our time. Let’s go back to Tulsa.” We were out in the parking lot and one of their little guys came running after us,

“Come on back, Bill and Pat, we want to talk.” So they agreed to everything we said and we cut the deal.

JE: So PepsiCo buys A&M and that was a huge deal for you.

BA: Well, since it was a stock deal, it was because we got that Pepsi stock and we made… 10 or 11 key people…we made them millionaires, which they appreciated that (laughs).

JE: They are living a good life today, aren’t they?!

BA: (laughs) JE: Right. BA: Yeah.

Chapter 16 – 5:15 Potato Patch & Chimi’s

John Erling: In Springdale, Arkansas, was it at Applegate’s Landing you had some famous guests there—Bill Clinton, Lou Holtz.

Bill Atherton: Oh golly, they all favored our place there for some reason. Lou Holtz was such a…he’s the best entertainer. He knows 100 one-liners. He can keep a crowd enthralled.

And then Bill Clinton never shuts up. He talks, talks, talks, talks all the time. Yeah. Nobody agreed with his politics but…well, in Arkansas, they did but…

JE: Was he governor at that time then?

BA: No he was a professor of law at the university.

JE: Oh he hadn’t run for office yet.

BA: But shortly thereafter, he did run, yeah.

JE: By the way, you talked about Potato Patch. You had that in Tulsa. Wasn’t that next to Southroads Mall?

BA: It was, and my son, Dirk, ran it. It was the greatest concept we ever developed but we never got it off the ground because we were really too busy with Pizza Hut and everything else. But women loved it. We had a gigantic salad bar. We bought nothing but big Idaho spuds. We’d cook them and then we had eight or nine of them that were standard that we’d make for them, or they could go to the salad bar and put everything on it they wanted. My golly, we did a fantastic business at Southroads. We had one in Bartlesville and then we licensed a guy in Memphis to have one. I don’t know if the one in Memphis is still there or not.

JE: How close did you get to the food and the tasting, and you had a new concept and you had tasted it? You’re a slender man. (laughs) Did you gain a lot of weight hanging around all of this food?

BA: Pat has a great sense of what’s good and what’s not good. He’s really good at it. We were both pretty good in knowing what would sell and what wouldn’t sell, you know. We

developed quite a few new pizzas. We had one we called Razorback pizza. We really came up with what they call today the Hawaiian people pizza which was pineapple and ham.

That made a great combination on a pizza. But we were the first ones to really start putting jalapenos and green chiles and everything like that on a pizza.

JE: But you had to do some taste testing there, didn’t you?

BA: Oh you’re darn right.

JE: You know, you talked about Chimi’s Mexican restaurant. I remember that in town. That was a great restaurant. For some reason, that beef was just so wonderful.

BA: Our partners there were Gary Gomez and Nancy Gomez. Gary was one of the finest Mexican cooks I’ve ever been around. He developed all of those recipes himself. They had the one down on 15th. We’d eat there every day. Pat loves Mexican food; I love Mexican food. One day, I said, “Gary, you need a partner?” and “oh boy, do I ever.” So I bought half of it. Pat didn’t want anything to do with it. So I teamed up with Gary and we put in two more here in Tulsa, one over in Springdale, and then he wanted to go to Dallas. So I said, “Okay, Gary, we’ll build one in Dallas” and we did. That’s where Chimi’s kind of went down the tube because Gary met a pretty waitress we had and he and Nancy ended up getting divorced. The food was still the best going. We had four of them here in Tulsa by then

and they were all doing great. With Gary kind of as the founder out of the deal and Nancy squabbling with everybody, we brought in management and it wasn’t a success. So I ended up…I’d sold a part of…I was down to 29 or 30% or something like that and I said, “Guys, I want out,” and they said, “Well, if you get out, everybody’s gonna get out,” you know, and so we sold out to some boys out of California. They still do a pretty good job. I mean, Chimi’s on 15th and Peoria still does good.

JE: Wasn’t there one on Memorial south of 71st and Memorial?

BA: Yeah and we had one at 81st and Sheridan, down to 81st and Lewis, and we had one out on either Mingo or Garnett 31st out there. They all did good. Well, we had the one on Harvard/56th and Harvard and it was very good. It’s still there today.

Chapter 17 – 1:44 Mike Samara

John Erling: So then you come along and meet a guy by the name of Mike Samara.

Bill Atherton: Mike’s a legend.

JE: And he is a legend in this town. So tell us about your experience with Mike.

BA: Mike owned the property where our Applegate’s was in Tulsa, you know. He’s at 31st and Yale. Then he and Saied, the music guy next to him, they owned that building next to us. It was an old restaurant of some kind and it had gone under. So I went to Mike. I had known him since I first moved to Tulsa because he had the Celebrity Club, which was the greatest restaurant in town and Mike’s the greatest restaurant operator; hotel too. He had quite a few hotels. Mike became a very good friend and I said, “Mike, what are you going to do with that old building next door?” and he said, “Well, I want to lease it,” and I said, “Well, would you do a good deal for me?” and he said, “Sure I will.” So we put the Applegate’s in there. Mike was just a great friend in everything we did…from the Tulsa State Fair where we had Taco Hut and he had, what was it, Big Mike’s Hamburgers or something like that?

What an operator. I miss Mike. He was just such a great friend.

JE: He’s been gone for a number of years now. I interviewed him for Voices of Oklahoma, so we have Mike’s story.

BA: I think Mike was 93 when he died.

JE: Yeah and about blind and he still could read people.

BA: He couldn’t see a thing but he knew your voice.

JE: Yeah.

Chapter 18 – 5:22 Real Estate

John Erling: You formed the Atherton and Murphy Investment Company. So what did you do with that company?

Bill Atherton: Real estate only. We would…Pat and I would eventually build a lot of the Pizza Huts ourselves and lease back to A&M Foods. So when we sold out to Pepsi, we owned about 110 or something Pizza Hut buildings that we had leased to A&M and so Pepsi assumed all of those leases. So we had a pretty good real estate portfolio there. Then occasionally, we would go into a town and instead of just buying the corner to put a Pizza

Hut, we’d buy the whole block and put a Pizza Hut on one end, a Taco Hut on the other, and build a strip center in the middle and lease it to a barber shop or a beauty shop

or whatever. So we’d accumulated…so Atherton and Murphy Investment Company was primarily a real estate company. It also would own various things that Pat and I had that we didn’t want to put into A&M, you know, like our airplanes or something like that.

JE: How about Harold Burlingame and John Barbre? How are they playing in your life?

BA: Did you know John?

JE: No I didn’t.

BA: Did you know Harold?

JE: No.

BA: Harold was a pretty good size real estate man here in Tulsa. He went to Mr. Barbre; he owned Looboyle’s…

JE: Looboyle’s, yes.

BA: …and Consumer Service Stations—remember them?

JE: Uh huh.

BA: Great guy, smart and everything. John…Harold came to him and he said, “Mr. Barbre, I’ll do all the work. I’ll go out and birddog the land if you’ll finance and back us and we’ll go 50/50.” John said, “Okay.” So Burlingame went out and he did Tastee Freezes, he did Pizza Huts, he did Burger Kings, he did QuikTrips, and they built all the Consumer

Stations together. He ended up…he and Mr. Barbre owned about 100 pieces of property in Arkansas and Oklahoma. They owned Otasco. They just did everything. So Harold got a little bit greedy and one day went into Mr. Barbre and said, “I’m doing all the work and you’re just getting money and I’m not getting my share.” John said, “You forgot our deal.” And so they got real cross-threaded. Mr. Barbre called me and said, “Bill, I’m gonna get out of Burlingame,” he said, “but we can’t agree on what’s what.” And I said, “Well, why don’t you split them up—you take half of them and he’ll take half of them.” He said, “I’ve told Harold that,” and I said, “Well get you a hat and put all of the properties in there and you draw one and Harold draw one.” John said, “I’ll do it,” and he went to Harold and Harold said, “I’ll do it.” So Harold ended up…you know, the first one he drew, “Oh I don’t want that”…but they ended up splitting their properties, and they had a big real estate

portfolio. They had Sonics; they had everything. So Harold later called me and said, “Pizza Hut wants to build one in Owasso,” and I said, “Harold, go ahead and do them yourself;” “No, I need help, I don’t have any money.” And so I teamed up with him on about 8 or 10 Pizza Huts; we owned 50/50. We had a Tastee Freeze in Skiatook, I think. We did some things together. It kind of got to where I found out like Barbre that Harold was a great promoter, great at putting deals together, but he couldn’t manage. And he was managing my half of the real estate. So I went to Harold and I said, “Harold, I found out that some

of our rent wasn’t getting paid and you never even called the guy and so I’m gonna take over the books.” He said, “Oh, that’s fine with me.” And so I brought the books into our office and we started collecting the rent. Finally one day, Harold got a little bit more…he bought London Square down there and he bought two or three…kind of got over his head on some deals. So I said, “Harold, I’ll buy you out,” so I bought him out. Then I was down to four or five Pizza Huts and I sold those to my son, Tom, and a friend of his and they’ve still got them today.

JE: We should say, when you say well I had Tastee Freeze and all that, you didn’t have the business; it was…

BA: No, just the real estate.

JE: …just the real estate that supported that, right?

Chapter 19 – 5:00 7-Eleven

John Erling: Then there’s Jim Treat and 7-Eleven stores.

Bill Atherton: Jim Treat was the biggest 7-Eleven franchisee. He had 7-Elevens. He had a company called Mako…Missouri, Arkansas, Kansas and Oklahoma. He had a franchise that encompassed those four states. He had over 100 7-Elevens. Then the parent company,

7-Eleven, is the one that got into difficulty; it wasn’t him. Jim was doing great. Jim’s a good friend to this day. I had built probably, you know, maybe pushing 20 7-Elevens for him that I owned personally and had leased back to him. He did a great job—paid the rent on time, did everything. And then when the parent company of 7-Eleven got into trouble, it

got a lot of the big franchisees into trouble. Jim came to me one day and said, “Bill, I don’t know if I’m going to be able to make it without 7-Eleven backing us.” And I said, “I’m glad you’re giving me a warning,” so I started selling them off. I sold Ft. Smith off. I sold some in Arkansas off. I sold Bristow off. I sold a bunch but ended up with four of them by the time he declared bankruptcy that I still owned.

JE: Did you know Terry Frost?

BA: Yes I did. Let’s take a break; can we do that? Yeah, Terry bought 7-Eleven out.

JE: I’m going to ask you that when you come back.

BA: Yeah, let’s go on with old Terry Frost.

JE: Okay, so then I’m going to ask you about him. Alright, so did you know Terry Frost?

BA: Yes I did. He was the main one that bought Jim Treat out of bankruptcy, and so he had all…I think Terry was from Nebraska…

JE: Yes.

BA: …and then he was big up around Grand Lake and had a marina…

JE: Yes.

BA: …a big operator, a great guy. So there were four or five of the 7-Elevens that I still owned that he started operating and paid rent and everything. Eventually I sold out of those and so, like I said, I ended up with only about four 7-Elevens that I owned the real estate that we eventually leased to Kum & Go out of Des Moines, Iowa. So we’ve still got them today.

JE: Oh, you own the real estate?

BA: Uh huh, yeah. Terry was an honorable, good…I liked doing business with him. I didn’t know him very well.

JE: As I understand it, he was in the construction business and that’s how he got into 7-Eleven and then built a few of them in Nebraska and then grew from there. And, yes, he had Cherokee Yacht Club on Grand Lake.

BA: Right.

JE: And so we got to see him there.

BA: Yeah. I never knew him very well. We dealt with his secretary when it came to collecting rent.

JE: Oh, okay. But then you know about 7-Eleven, it was Burt Holmes that came to Tulsa with that idea that 7-Eleven had in Dallas. You know the story, and I have the story. I’ve

interviewed both Burt Holmes and Chester Cadieux and how he brought the idea to Tulsa and it is what it is today.

BA: Yeah I personally built a few 7-Elevens…pardon me, QuikTrips for stores…

JE: Oh really?

BA: …for Chester, yeah. I built that one up by German Church in Owasso. I did that one with Burlingame. Yeah, he and I owned that store. I think that was one of the very first ones. QuikTrip is a great story.

JE: Right, it is. I don’t know if you remember what he was selling in those days. He talked about they didn’t know what to sell. They had to actually sell the idea of convenience to Tulsans because they said, “Yeah, why would I go there when I have to pay extra money,” but then we began to understand what convenience meant. But I think he was selling wigs, he was selling tires and everything to find out what their niche was.

BA: What their niche was…

JE: Right.

BA: Yeah.

JE: It’s a great story. We have both Burt Holmes and Chester Cadieux on our website,

Chapter 20 – 5:50 John Q. Hammons

John Erling: So then you owned land at 71st and 169. And there was a famous man who built a hotel on that property.

Bill Atherton: (laughs) John Q. Hammons.

JE: John Q. Hammons.

BA: What a guy.

JE: Yeah he was. I used to interview him quite regularly on the radio simply because he was such an interesting personality. Tell us about that and how he built that hotel there.

BA: I met John Q….of all places…you know he was from Springfield, Missouri, and was one of the very first franchisees of Holiday Inn. Then he became also tied up with Marriott. So he started building the first big where they had the atrium in the center and rooms all around it…big restaurant and usually 20–30,000 square foot convention center. He was the first one to take the chance and do that. But he had Marriott Courtyards, he had a ton of Holiday Inns, and probably one of the best—well, he was the best—hotel developer there was. He knew locations; he knew sites; he knew everything. And I met John back when

we were building Pizza Huts up in Missouri. He had a piece of property. We’d built one in Branson and Branson West. There’s a town of Kimberling—Kimberling City, Missouri. It’s right on Table Rock Lake and it’s where the big bridge crosses over Table Rock. He had 35 acres there and right on the water—just a beautiful piece of land. So I called John and said, “Mr. Hammons, I want to buy your property in Kimberling.” He said, “Bill, I’ll never

sell that and I’ll tell you why.” He said, “I was gonna build a Holiday Inn there and the good city fathers of Kimberling started telling me how to build my hotel and how to do this and how to do that and they wanted me to do this, and so I walked out of their meeting and said there’ll never be anything built on that property. And that’s how it’s gonna be.” And

I said, “Well, John, that was a long time ago,” and he said, “Bill, I’m not going to sell it.” I said, “Okay.” Then years later, I had bought land out on Memorial and 71st and Mingo. I had about 40 acres there. John called me and said, “I’ve gotta build a hotel in Tulsa and you’ve got the site I want,” and I said, “Fine, I’ll sell it to you. I want to sell it.” So I gave him a price and he said, “Oh, that’s too much, I’ll never buy that.” I said, “Okay, John, it’ll be here when you want to buy it,” and we left it at that. A couple years later, Stan Frisbie, the realtor here, called me and he said, “Bill, John Q. is hot again on your property out on Mingo/71st and Mingo and wants to buy it,” and I said, “Well, I want to sell it but the price has gone up.” He said, “What do you mean?” I said, “He’s got 35 acres in Kimberling City, Missouri. He’s got to include that in the deal.”

JE: (laughs)

BA: John called me just…by then, we had become good friends and done some other deals together. John called, “Bill, you’re a bandit!” I said, “John, you don’t want that old property,” but I told him nothing would ever be built there. I said, “It’s not gonna be you building it,

it’s gonna be me.” So he said, “Okay, I’ll turn that in on the deal,” and we worked a deal and he built that beautiful hotel out there and I got the 35 acres in Kimberling City.

JE: And what did you do with that?

BA: We were going to build a Pizza Hut there like we’d originally planned. Then Branson slowed down a lot, and we had a Pizza Hut in Lakeview, which they call Branson West now. Sales were getting down in it, so we decided to put it on hold. A guy came along out of Springfield and wanted to build a big grocery store there. He had just sold to…he had all the grocery stores in Springfield and he had sold out to Albertson or somebody; I forgot who. So we sold a piece of it off, 5 acres, for his grocery store. Then a bank came along and they wanted to build a bank there and so we sold that. Tom and I owned that

property together. Then the bank wanted to build another center, and then a group out of Fayetteville came and they wanted to built condominiums on the water so we sold that to them. We sold them 16 acres. So today, we’ve sold off all of it except 4 acres and we own 4 acres next to the grocery store.

JE: What will you do with that?

BA: Don’t know! (laughs)

JE: Okay (laughs).

BA: We’ve got it leased now to a guy that builds Ted’s Sheds. He sells sheds to put behind your house.

JE: Well that property…

BA: Oh man…

JE: …became bigger for you than you thought. BA: Oh man, we made great money out of it, yeah. JE: Right.

Chapter 21 – 4:25 Oklahoma State University

John Erling: OSU—you’re very fond of that and the OSU Board of Governors.

Bill Atherton: Yeah. When I came back from South America, I helped OSU some and went on the Board of Governors. When you’re on the Board of Governors, they select 10 of you

that become the trustees of the foundation. I was chairman of that foundation for awhile. Of course, today, you know, with Boone Pickens giving 5 or 600 million, it’s… When I was chairman, our goal was to raise 25 million that year. So you see how it’s changed.

JE: Right.

BA: They’re a billion dollar foundation now.

JE: There’s a nice concept on campus, the Atherton Hotel.

BA: That’s something I really enjoyed and let me tell you why. Pat and I would hire students from the hotel and restaurant school. These kids were smart, they were good, but they didn’t know how to work. I mean, in college, they learn all the book stuff but they don’t know what it’s like to get in there and really work. So I went…Pat Knaub was the dean of the hotel and restaurant school. I went to her and I said, “Pat, what do you think about taking the old student union hotel, converting it to a real nice hotel and then having the students work there? Let them work in the restaurant, let them make a bed, let them wash pots and pans. Let them learn what the business is really like,” and she agreed it was a great idea. So I backed a little/put a little money in it to remodel the old…the old hotel was built in ’51 or ’52, the student union…

JE: That’s when you came there and then you graduated in ’56.

BA: Yeah. The restaurant had been there and it was old and worn out. The hotel they had back then…they built a little bathroom you could hardly turn around in, you know. So we would take two rooms and make one nice room out of it. So we remodeled the student union into the Atherton Hotel, and the hotel and restaurant school started supplying the labor. Jim Bernard, who had worked for Marriott and one of the best hotel guys around, he agreed to come back and run it. Without Jim, it wouldn’t have worked. He did a great job. Then Jim said, “Well, we need to redo the restaurant,” so we built The Ranchers Club…really nice.

That’s where the students really learn how to work in a restaurant. So about five or six years ago, they said, “Well, we need to remodel it.” You know, like any hotel after 10 years, you need to buy new sheets and towels and everything. Well, instead of doing that, they wanted to redo the whole thing, which we did, and it’s a showcase now. We had to fight a few battles. We had to get the regents…that’s when Jim Halligan was president…we had to get them to agree that we could sell liquor on campus. That’s not an easy task.

JE: Right.

BA: We got that done. Today the bar at The Ranchers Club is the most popular place on campus at 5:00 (laughs).

JE: (laughs)

BA: We even got a bunch of deans that were against it and now they come over there and have a little (laughs)…a little margarita.

JE: But it just makes sense. Not every college campus has a hotel on it…

BA: On campus.

JE: Right, and so some of these famous speakers who would come through could stay there?

BA: Oh they did, and they all want to have a glass of wine, you know. So it worked out fine. And it’s a beautiful place. I don’t know if you’ve been over there lately but they really did a great job on remodeling. The Ranchers Club is super good quality food and just really good.

JE: And we know why it’s known as the Atherton Hotel on campus…

BA: Yeah, I did put a little money in it.

JE: Yes you did.

Chapter 22 – 6:40 Advice to Students

John Erling: You know, young people listening to this would be interested in several things here. Maybe you can give them a lesson learned in your career and, as you’re doing that, advice to the young who are about to embark on this world.

Bill Atherton: John, we’ve found over the years…at one time, Pat and I probably had over 8,000 employees. We would find that the kids that knew how to work and not afraid to work, they made your best people and they went on to achieve more. I loved Iowa because those guys would come off…and the girls…we had more women working for us than we did men. They’d come off the farm and they knew how to do everything. Minneapolis/St. Paul— they came off the big cities and they didn’t know how to do…they didn’t know which end

of a screwdriver you used or which end of a mop, you know. So we had problems finding good help in the big cities and the little towns. So mainly to achieve, we found that it’s half perspiration—you gotta work hard, and if you don’t make it the first time, you get back up and do it again. You know, you don’t quit. The problem my son in Florida has now with his restaurants…the kids when he’s interviewing, the first thing they ask, “Well, what are our benefits, how much time do I get off?” (laughs) They ask those questions and people would say, “What’s my job description?” I’d say, “You gotta do whatever it takes to get done around here. That might be cleaning the bathroom or picking up the trash in the parking lot, but that’s what we all do.” So I think hard work is the best lesson you can learn. I really do.

JE: Have you noticed a difference in generations to come to follow you? There was the greatest generations they talked about but then you get down to the next generation and now we have Gen-X and we have all of this…

BA: Yeah I don’t even understand them all. But I think my father’s generation that fought in the first world war and second world war, that was your greatest generation. They didn’t have

a lot of government restrictions. You could do whatever you wanted to do, and particularly in the west/in the midwest—Texas, Oklahoma. I mean, you did it on your own. You didn’t have…I mean, that’s one thing I admired so much about my father. If something broke down, we fixed it. You know, I don’t care whether it was the tractor or the combine or what. You learned how to repair anything. He never called a plumber or an electrician or somebody. You did it yourself, you know. I’m sure it was that way up in North Dakota.

JE: In North Dakota, right.

BA: It had to be.

JE: So how would you like to be remembered?

BA: I think we tried to help…you know, I didn’t want a person to come in and work for me and say well that’s as high as I could go. We sent an awful lot of kids to higher education and paid for it. I think we tried to give everybody a leg up if they showed they were worthy of it, you know. I would say…and Pat, my partner, he wanted to help everybody. I think over time, that probably was more satisfaction to have a guy that nobody thought would amount to anything. I had a man call from Jonesboro, Arkansas the other day that built our Pizza Hut there and he was a big star at Arkansas University—a great guy. He said,

“Bill, there’s somebody here that wants to talk to you.” He said, “He used to work for you in Fayetteville and he’s the big primary guy here in Jonesboro. He’s got the best attorney firm and he’s the mayor and all of this. I didn’t even remember his name, but when I talked to him, he said, “Bill, if it wasn’t for you guys helping me, I’d have never gotten through Arkansas University.”

JE: Wow.

BA: He said, “I remember those days working at the Pizza Hut and you guys coming in and sticking with me” and he said “more than anything.” So I think helping people is it.

JE: That’s a great legacy to leave behind. I’ve got to remind people and I’m amazed—you’re 88 years old and you remember all this detail that we’ve been talking about. You realize, of course, how blessed you are. You’re clear of mind and health is all. It’s amazing to hear you.

BA: Yeah, John, and that’s what you’ve got to be thankful for, you know. You’re still very active.

Everybody I know, they come to me, “Oh I can’t wait to retire.” You don’t want to ever retire. Keep going.

JE: You gotta keep going.

BA: Yeah, and I admire that about what you’re doing so much because, you know, a lot of people would have hung up their spurs and said that’s it. And, you know, I see that in Florida a lot. People come down there—oh I can’t wait to play golf, can’t wait to go fishing. In two years, they die because they’re bored to death. You know, they really are.

JE: Yeah. Well, you’re not bored to death. I said at the beginning—you’ve got a deal cooking in Dallas right now so we’ve got to let you go to do that.

BA: Let’s hope it closes (laughs).

JE: Right. Well, I want to thank you, Bill. This is so much fun to get to know you.

BA: Oh, I’ve admired you for so many years, John, and what all you’ve done. It’s a pleasure to be with you on this. It really is.

JE: Well, thank you for your time and your story.

BA: Thank you, John.

Chapter 23 – 4:25 Conclusion

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Production Notes

Interview with William S. Atherton

Program Credits:
William S. Atherton — Interviewee
John Erling — Interviewer
Mel Myers — Announcer

Honest Media
Mel Myers — Audio Editor

Müllerhaus Legacy Website Team
Douglas Miller — Art Director
Mark DeMoss — Webmaster
Kristin Stroup — Upload Coordinator

Date Created: November 10, 2021

Date Published: February 17, 2022

Notes: Recorded by John Erling in Tulsa, Oklahoma. Digital Audio Sound Recording, Non-Music.

Tags: Clark Gable, Pilot, Barnstorming, Robert Dawson, Oklahoma Land Run, Bill Clinton, Dust Bowl Days, Depression, Lead Zinc mining, Delmonte, R.O.T.C., Kerr McGee, Helmerich & Payne, Pepsi, Don Tyson, Pizza Hut, Eskimo Joe’s, Budweiser, Sam Walton, Arby’s, Hillsdale College, OSU, real estate

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Cite This Work

Atherton, William S.. "William S. Atherton: Founder of Atherton Food Services, Inc." Interview by John Erling. Voices of Oklahoma, November 10, 2021,, Accessed July 16, 2024