Monday, Feb. 21, 1983

Golden Goodbye

Agee resigns from Allied

The courtship was brief and tumultuous. Not surprisingly, the marriage was on the rocks before it really got started. After eight days as president of the combined company formed by the merger of Allied Corp. and Bendix Corp., William Agee, 45, decided last week to resign, effective June 1. Reason: Allied Chairman Edward Hennessy would not give him major responsibilities. Said Agee:

"I'm a realist. They're looking for a chief operating officer, and I wanted the job, but I'm no longer under consideration."

Agee and Hennessy were first thrown together in a fierce takeover fight last September. As chairman of Bendix, Agee tried to buy Martin Marietta Corp., but his prey decided to become the predator. To save Bendix from being bought by Martin Marietta, Agee turned to Hennessy, and after four whirlwind days of talks they agreed to merge. Agee got a promise that he would be president of Allied, but his future duties were not settled. Shortly after the merger was officially approved by stockholders a fortnight ago, Hennessy forced the resignation of Alonzo McDonald, who had been Agee's second in command at Bendix. Then Hennessy told Agee that Allied was looking for someone else to be chief operating officer, the second-ranking post, after chief executive.

Agee's resignation seems an abrupt setback in what had been a fast-track career. A graduate of Harvard Business School, he was only 39 in 1977 when he reached the top at Bendix, a manufacturer of machine tools and auto and aerospace parts based near Detroit. At the time, Bendix stock was selling for less than $40 a share. Under the deal Agee negotiated, Allied paid $85 a share. But if Bendix shareholders were happy, the board was less than delighted with the publicity fallout from Agee's relationship with Mary Cunningham, a top Bendix vice president who resigned in 1980 after rumors arose that she was having an affair with the boss. Though they denied having a romance at the time, the two married last year.

Agee's standing with Hennessy may have been doomed by a difference in style. While Agee enjoys the limelight, Hennessy is a low-key, no-nonsense executive. In December, Agee and Cunningham appeared in a PEOPLE magazine spread that included a picture of Bill on his knees before Mary. Asked about this by the Wall Street Journal, Hennessy said, "All I know is, I wouldn't do it." Cunningham is now a vice president for strategic planning at Seagram, the Manhattan-based liquor manufacturer. For the past eight months, she and Agee have been commuting between a suite in New York City's Helmsley Palace and a home in Detroit's northern suburbs, near Bendix.

Agee hardly has to worry about a job. He is a director of several corporations, including Equitable Life Assurance and Dow Jones & Co., publisher of the Wall Street Journal. At the time of the merger, his Bendix shares were worth about $1.4 million. In addition, unless shareholders sue successfully to stop him, he can pull the ripcord on a golden-parachute deal written into the merger agreement. It entitles him to receive his annual $825,000 salary for five years after he steps down, a plump severance package worth more than $4.1 million. This file is automatically generated by a robot program, so viewer discretion is required.