John Halbleib had been a troubled teenager until he milked his first cow one long-ago dawn at Pennsylvania's Milton Hershey School. He'd been a failing student who'd always been told he was stupid, until his teachers at Hershey told him otherwise and he began earning straight A's. He was, in short, a kid with a dismal past and a bleak future until he discovered purpose and discipline at the fabled Pennsylvania school for orphans, founded in 1909. "Every hour was accounted for," recalls Halbleib, 47, of the five years he spent at the school. "It was very structured, organized. The school changed my life."

Now a successful Chicago lawyer, Halbleib wants to repay the favor by changing the school—back, he says, to the way it used to be. Leader of a group of alumni dubbed the Orphan Army, Halbleib is enmeshed in an emotional, high-stakes battle with the school over its direction, which, he claims, no longer reflects the wishes of its founder, Milton Hershey. Most damning is his charge that the school—which is funded by the powerful Hershey trust, reportedly worth as much as $7 billion—is no longer a true orphanage, accepting the most at-risk, impoverished kids. It has become, he says, a sort of prep school enrolling less desperate children who show academic promise. "They are moving away from the neediest kids," says Halbleib, the president of Hershey's alumni association. "They are trying to reinvent the school."

The Orphan Army also accuses the school of recklessly selling off hundreds of acres, wasting millions of dollars on unnecessary additions to its campus in Hershey, Pa., and funneling lucrative construction contracts to a firm whose manager sits on the school's board. Dr. William Lepley, the school's president since 1993, defends the board's efforts to modernize and insists it has been faithful to the goals of the school's founder. "We're confident the kids we're serving are squarely within the deed of the trust," says Lepley, 55. "This small group of alumni have an agenda that is bringing an embarrassment to the school."

The ardor of angry alumni like Halbleib stems from the deep emotional ties they have to the school. Milton Hershey, who at 19 opened a candy store on the way to creating the thriving chocolate empire bearing his name, was motivated by his inability to have children with his wife, Kitty, when he started the school on 486 acres of farmland. He focused on helping wards of the state—white boys between 4 and 16 with no parents able to care for them. (The school's charter has since been changed to admit girls, minorities and children of divorced parents.) By 1945, the year Hershey died, his school had over 1,000 students living year-round in farmhouses spread over 12,000 acres.

John Halbleib was 13 when his widowed mother sent him and an older brother to Hershey in 1966. At first he felt angry and abandoned but soon blossomed under Hershey's strict regimen of character-building activities. "He became a great student and athlete," says his brother Jim, a fellow alumnus and now a San Francisco insurance broker. "He really maximized the opportunity." The school helped pay Halbleib's tuition at Lebanon Valley College, and he went on to earn an MBA and law degree from Northwestern.

Some of the things Halbleib treasured most about the school, though, have been phased out. For instance Hershey no longer boards students year-round, sending them home for the summer. "Dr. Lepley said the school is not their home," claims Halbleib. In 1990 its board passed an initiative that allowed for the sale of school property and discontinued farm chores such as milking cows—duties Milton Hershey felt were one of the orphanage's strengths. Halbleib calls the moves "a very sophisticated smoke screen" designed to allow the school to sell or develop its valuable acreage. Indeed the school—which controls Hershey's chocolate factory, its amusement park and other entities—now sits on only 2,668 acres, with some 3,000 acres having been sold or leased to other Hershey businesses and another 6,900 acres moved to a separate trust, from which they too can be sold. "We have no intention to sell that land," says Linda Miller, Hershey's director of communications. "The school's needs come first."

To that end, she says, a $270 million renovation, involving the creation of a new library, visual arts center and other buildings, commenced in 1995. "They never met a construction project they didn't like," objects Ric Fouad, 39, a New York City attorney and an Orphan Army leader, who believes the additions are unnecessary. "The idea that an orphanage needed to build these brand-new facilities is an absurdity." Even worse, say Fouad and others, is that of the school's 1,163 students, only 11 are wards of the state. Most are from low-or middle-income, single-parent homes, and some "are children with both parents still living in the house," says attorney John Mardula, 49, former president of Hershey's alumni association. "The focus is more on being academically gifted. They are choosing that child over a child living in the back of a car." Lepley denies that Hershey is simply a prep school for promising students. "We've had to adjust some things to respond to societal changes," he says. "Whether or not we take wards of the court, every kid here has serious needs."

Halbleib, now a partner in a law firm specializing in corporate finance, first suspected the school was shifting its focus in 1999, when the board proposed spending $50 million on a new teacher-training center, claiming it couldn't find enough dependent children to spend the money on. The alumni fought the matter in court, and a county judge ruled that the project violated the intent of the Hershey trust. The next year, though, an investigation by former Pennsylvania Gov. Richard Thornburgh, conducted at the board's request, found that the school's plans were in harmony with Milton Hershey's wishes. The report also cleared the school of wrongdoing in awarding construction contracts to a firm once owned by board member Bill Alexander, who not only made millions of dollars from one deal by staying on as the firm's construction manager but also bought 35 acres of prime real estate owned by the trust. "Thornburgh said he bought it at assessed value," says Lepley. "It's all aboveboard." Halbleib says Thornburgh's report examined only the legality of the school's actions and has asked Pennsylvania's attorney general to launch a full-scale investigation.

The debate has grown so acrimonious that the school recently cut off all communication with the Orphan Army, citing what Lepley calls the "negative, exaggerated tone" of their criticisms. Undeterred, Halbleib, a married father of four, vows to keep fighting any changes he feels might deprive some other desperate child of the chance Milton Hershey gave him. "There are legions of dependent children in America who are being seriously ignored," he says. "This trust was designed for them."

Alex Tresniowski
Matt Birkbeck in Hershey

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