Mary, Mary, Quite Contrary

By John S. DeMott

Two post-mortems dissect last year's Bendix takeover fiasco

Was last year's sorry Bendix/Martin Marietta/Allied/United Technologies battle a product of bored, amoral, frustrated, intellectually sterile managers? Will William Agee and Mary Cunningham ever find true happiness? Is the Harvard Business School encouraging its graduates to sacrifice real growth for mere asset management? The answers to the above are yes, perhaps and possibly. At least, so say two new post-mortems on the Bendix saga, Three Plus One Equals Billions, by Allan Sloan (Arbor House; $15.95), and Till Death Do Us Part, by Hope Lampert (Harcourt Brace Jovanovich; $12.95).

By now, all of America knows generally what Sloan, a writer for the Time Inc. monthly magazine MONEY, and Lampert, a reporter for Newsweek, are writing about. Beginning last August, Bill Agee, the $900,000-a-year chairman of Bendix, tried to take over Martin Marietta. At his side as a powerful consultant was his new wife Mary Cunningham. At the time, Cunningham was not employed by Bendix, but two years earlier, as Agee's protege, she had briefly served as vice president for strategic planning at Bendix. Agee grossly underestimated Martin Marietta's defenses. The company retaliated in Pac-Man fashion by gobbling up Bendix stock and enlisting the help of United Technologies. Sensing disaster, Bendix sold out to Allied to avoid a Marietta takeover. The drama finally ended in February, when Agee lost his job, a jolt cushioned by a "golden parachute" severance agreement worth $4.1 million. He is temporarily unemployed.

The affair gave Cunningham, Agee, investment bankers and just about everyone else who touched it a bad name. But Sloan contends the real blame lies with the values taught at the Harvard Business School, which awarded M.B.A.s to both Agee (1963) and Cunningham (1979). Sloan writes that the graduate school "does not teach how to build and operate a better mouse trap. It teaches how to outsmart, to beat out the other guy."

Sloan offers some tidbits not widely known about Agee. Examples: he dropped out of Stanford after his freshman year with some Cs and a D in Spanish and was turned down by Harvard once before getting accepted. Sloan describes Agee, 45, as an aging boy wonder who is as goof prone as the next guy. The author points out that while Agee was chief financial officer of Boise Cascade, the company used questionable accounting methods in land acquisitions. Boise Cascade lost almost $300 million in 1971 and 1972, more than half its net worth at the time.

Mary Cunningham, 31, does not come off well either. In Sloan's account, she first appears as "the Queen of Bendix" and, after her marriage to Agee in June 1982, as "the First Lady of Bendix." Sloan begins by asking a sympathetic question: "Is corporate America ready for a high-powered, brilliant young person who happens to be female?" His answer is yes, probably, but it was not ready for Mary.

Cunningham, says Sloan, had a history of appropriating the ideas of others as her own. This had resulted in her being shunned by her first study group at Harvard. "By the end of the first year," writes Sloan, "people who had come to know her would no longer speak to her." People who worked with her at Bendix claim she took the expertise of colleagues and seems to have presented it to Agee as hers. As vice president of corporate and public relations, she would assign several writers to do a speech for Agee, choose the best version and, if he liked it, claim that she wrote it. Aside from a brilliant academic record (Wellesley College, Phi Beta Kappa), Cunningham, in Sloan's view, had simply paid no dues and done nothing of substance to deserve the power that Agee bestowed upon her.

What about all that speculation about the relationship between Bill and Mary? Both parties denied that they were romantically involved while Cunningham was at Bendix, and whether they were or not, says Sloan, is "their own very private, personal business. The only reason it is an issue is that they have made it one." Sloan reports that Cunningham, intentionally or not, gave people at Bendix the idea that she was on familiar terms with Agee.

Lampert's book is excellently reported and loaded with lively reconstructed dialogue, although sometimes the drumfire of detail hangs out like clothespins on a line. Lampert discloses that Donald Trump, the New York City real estate tycoon, considered tendering an offer for about 7% of Bendix during the takeover battle in exchange for RCA stock owned by Bendix. The author describes how Agee and Cunningham did not feel they had to play by the same rules as everyone else. At one point, Bruce Wasserstein, a First Boston investment banker who was advising Bendix, tells a flustered Agee: "Before you propose a deal, your team is supposed to do its homework. As far as I can see, that wasn't done."

More Bill and Mary books are on the way. Two FORTUNE writers are preparing their account, and Cunningham, on leave this summer from her job as a vice president of Joseph E. Seagram & Sons, will be weighing in with her version by February.

Cunningham may already have offered some clues as to what she is likely to say. In a booklet that classmates at Wellesley compiled for their tenth reunion, she inveighed against prejudice toward women in American business. Said she: "It is the exceptions throughout history--in business, in medicine, in politics--that have made the breakthroughs and moved us forward--not by inches but by leaps." Yes, but fold your golden parachute carefully.

--By John S. DeMott This file is automatically generated by a robot program, so viewer discretion is required.