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Thompson Family To Relinquish Control Of Southland Corp.

December 11, 1990

DALLAS (AP) _ The family that developed Southland Corp. from an ice company into the nation’s largest operator of convenience stores will relinquish the control they have held for nearly 60 years as the company is restructured.

Southland officials said Monday that officials from the Japanese companies that would buy a majority of Southland’s stock will dominate the board and management, including Masatoshi Ito as chairman.

Ito would replace chairman John P. Thompson, son of the late Joe C. Thompson, the patriarch who developed Southland.

Ito is president of Ito-Yokado Group and chairman of 7-Eleven Japan, the two companies that propose paying $430 million to buy 70 percent of Southland.

Clark Matthews, Southland’s chief financial officer, would become the company’s president and chief executive officer, according to the plan filed Monday. He would replace Jere Thompson.

Toshifumi Suzuki, Ito-Yokado executive vice president, would become vice chairman of Southland’s board.

Monday’s announcement confirmed speculation about a severely reduced role for the Thompsons that followed Southland’s first proposals in March for a restructuring. In an offer revised several times since then, Southland wants to exchange $1.8 billion in expensive loans for less costly notes and sell control of the company to the Japanese companies for the much-needed cash.

Southland filed a prepackaged bankruptcy plan in October after gaining approval from the company’s major creditors. Southland hopes to emerge from court protection within months.

Each of the Thompson brothers - John, Jere and Joe C. - would receive a $960,000 annual salary for five years under terms of the reorganization plan.

The retention of Matthews as a top managing officer at Southland ″underscores the confidence of our Japanese partners in the current management of the company,″ Southland spokeswoman Cecilia Norwood said Monday.

John and Jere Thompson would remain members of Southland’s board as vice chairmen. In that role, they would remain actively involved in strategic planning, Ms. Norwood said.

The third brother, Joe C. Thompson, and Matthews also would become company directors.

Southland outlined its proposed management team, which depends on confirmation of its restructuring plan by U.S. Bankruptcy Judge Harold Abramson, in documents filed with the court Monday.

The new Japanese owners would control 10 seats on Southland’s board of 15 to 17 members. The Thompsons directly control three seats, indicating the Japanese approved the appointment of one of the Thompsons or Matthews to the board.

A committee that represents the company’s bondholders would appoint two other, unnamed board members.

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