Freedom Communications Elects Three Independent Directors

IRVINE — Freedom Communications Inc., the holding company for a chain of newspapers including the Orange County Register, has elected three outside executives to its board of directors as part of a planned restructuring.

The reorganization calls for adding outside members to the board and reducing the number of board members from the Hoiles family, which owns the company. Family members and their representatives held 12 of 13 seats before Tuesday’s election.

Chairman Robert C. Hardie--a son-in-law of Freedom founder R.C. Hoiles--said the company’s board increased to 16 members with the election of J. Michael Hagan, chairman and chief executive of the Furon Corp., a Laguna Niguel manufacturer of seals, tubing and related products; John F. Bitzer Jr., president and chief executive officer of Abarta Inc., a Pennsylvania conglomerate with media holdings, and Richard G. Capen Jr., former chairman and publisher of the Miami Herald.

The three executives join James N. Rosse, Freedom’s president and chief executive; D.R. Segal, Freedom’s president emeritus, and Abraham Zaleznik, a Harvard business professor emeritus, as non-family members of the board. Segal and Zaleznik, however, represent Hoiles family groups.

Business specialists say that the active involvement of independent directors helps family-owned businesses survive as they are passed from generation to generation.

Under the planned reorganization, a 13-member board could be composed of six independent directors, six family representatives and the company president and chief executive.

The plan calls for three family members to drop off the board in November, 1995. In 1998, the board would be modified again with the election of three additional outside directors and the removal of three more family members or representatives. A company spokesman said the board members have not yet decided which family seats would be eliminated.