The Takeover Didn't Take, but Bill Agee and Mary Cunningham Made One Merger That Works
They married last June, but it is not, clearly, a marriage like any other. They hold hands and gaze at each other a lot, the way lovestruck 16-year-olds did in more innocent times. They give each other stuffed animals. (Bill left a huge duckie for Mary on the bed of their condo near Bloomfield Hills; they like ducks, explains Mary, because they are monogamous.) Sometimes it seems that they've stepped out of a time warp, that they are just-married teenagers of the 1950s who, having had to hide their affection, can now flaunt it. When they are doing their Bill-and-Mary routine, it is jarring to remember that each is a full-grown big-business predator, equipped with impressive claws and teeth. Though Mary has not been at Bendix since October 1980—she works in New York as vice-president for strategic planning of Joseph E. Seagram & Sons and executive VP for planning of its wine division—she has continued to advise Agee as if she were still his official war counselor.
Early in August, while taping a Barbara Walters interview, Mary mischievously told members of the TV crew to watch the papers. She would not explain, but soon there was no need to. She had helped guide Agee in a program of what business school graduates call, smacking their lips, "acquisitions and divestitures." There had been more selling than buying—Bendix's forest products operation was one of the divisions sold off—and a supply of cash totaling at least $500 million was accumulated. This was a war fund. Its purpose became clear on Aug. 25, when Agee made a dramatic merger grab for Martin Marietta, the aerospace firm. A bizarre free-for-all followed, in which Martin Marietta executives fought back by making a countergrab for Bendix. (They fought, among other reasons, because executives of swallowed companies lose their power and often their jobs.) There was a lunatic moment in which each company held controlling interest, or nearly so, in the other.
Each combatant enlisted an ally: United Technologies for Martin Marietta, Allied Corp. for Bendix. The strengths of the warring parties were now too large for an easy resolution in either's favor, so in late September—after millions had been drained off by the lawyers and bankers holding the coats—Agee called off the fight. Both opponents had been weakened by the bloodletting, and although the value of Agee's own Bendix stock had risen by some 60 percent because of the flurry of offers and counteroffers, he had been forced to sell the company to Allied in return for its support.
He looked rich but foolish; with Bendix in Allied's grip, there was speculation that he may eventually make an exit—cushioned, perhaps, by a "golden parachute" deal fashioned during the takeover effort that promised him a $4 million severance if he were to undergo a "diminution" of his position. Other corporate buccaneers worried that the farce would bring on more federal regulation. Cunningham, who startled some observers by conspicuously traveling with Agee during the skirmishing, indicated later that they were both surprised at the "irrationality" of Martin Marietta's management.
Astonishment is a response that both Agee and Cunningham have shown toward the coarseness of the business world and popular press. But the circumstances suggest surprising naiveté. At one point last month the corporate wonderwoman seemed near tears because an editor had called her "manipulative." Cunningham was anguished. "I'm so darned sensitive," she said, "because I've been hurt so much. People think I'm some invincible person who has no feelings. I'm 31 years old and, God, what I've been through."
Cunningham seems to regard herself as a feminist martyr all but crushed by the cloddishness of threatened males in the business establishment. Though she certainly has been buffeted by macho chauvinism, of which there is no small supply in the nation's boardrooms, the truth doesn't seem so simple. It involves the unusual natures of two highly rarefied people.
Agee, a small-town boy from Idaho, had risen very quickly, by force of personality and brains, to a position in Bendix where he did not often hear a dissenting voice. Cunningham was raised in Hanover, N.H. in a devout Catholic household. She seems to have grown up untouched by the looseness of the '60s, with all of her formidable energy channeled into scholarships and religion. When the attack came after she joined Bendix, the response of these two was amazement. Yes, she and Agee were together all the time, she argued. Yes, they went on business trips and were seen at events such as the Lake Placid Winter Olympics and the U.S. Open tennis tournament in New York. Yes, he and his wife of 23 years were going through a divorce. Yes, her relationship with her then husband (and first mentor), Bo Gray, a black executive who is now a VP with Chase Manhattan in New York, had long since cooled to friendship. Yes, Mary's and Bill's admiration for each other could be expressed in the strongest terms, and was. But no, they were not a romantic pair.
No one believed it, though at this distance it seems probable that for a long time they did, indeed, keep the unsheathed sword of business puritanism between them. She says now, "Maybe the world is just a little young yet to understand the difference between a profound love for someone that you work with and for, out of sheer respect for their professional talents, and being in love." But anonymous letters circulated at Bendix, spitefully claiming that Cunningham had slept her way to the top. What was surprising was that neither boy-wonder board chairman nor brainy confidante had the sophistication to deal with the rumors. Instead, Agee made an awkward denial of intimacy at a September 1980 Bendix employees' meeting. This was followed by a strained vote of confidence in Mary by the directors, and 10 days later her resignation.
Fast forward to the present: They lead a blissful life of split-frame togetherness, trying not to be separated more than two nights in a row. She will rush out of her Manhattan office to catch a late-afternoon plane to Detroit, reach their condo not much more than three hours later, then grab a 7 a.m. flight back to New York. Or he will fly to New York and join her at their room at the Helmsley Palace Hotel. They attend Mass together. (Agee converted to Catholicism, and both had their previous marriages annulled by the church.)They say "honey" and "sweetheart" and "totally" a lot. They both play tennis and cook. They have no maid, says Mary, "so Bill and I work together in the kitchen. One of the things we find most relaxing is, if I'm working on a fondue or a particular dessert, he'll come in and have some interesting idea such as why don't I try cinnamon in it or something like that." When they entertain, "He sets a beautiful table. And if I'm in the middle of a conversation when it's time to clear the fourth course, he'll clear the table and not think anything of it." When they go on vacation, they sometimes split hotel tabs.
Agee says, rather formally but with obvious feeling, that "the philosophical and spiritual understanding that Mary has continues to be an inspiration." When he comes home, he says, "even though she has been working all day, she will have an incredible dinner ready and always some nice surprise: It might be flowers or a little card or a gift, maybe something she's done with needlepoint or something she's painted." Says Mary: "He enjoys both giving and receiving almost childlike little surprises, like putting a little gift under my pillow."
They plan to have either two children or four. (Mary: "Three is too common.") And although she says that she is not pregnant, she has needle pointed a tiny, ruffled taffeta pillow with a letter "A"—"for our first daughter, Alana." The name means "beloved" in Gaelic, she says. "Right now I am stretched to the limit," she admits. "Having a child would fundamentally change our life. I would have to replace one of my roles." Bill's 12-year-old son, Bob, visits them, but Mary, sounding hurt, will not talk about his two grown daughters, Suzanne and Kathryn.
They have a small vineyard in California and a lakeside house in Idaho. They put their abundant extra funds (she is paid in six figures, he in seven) into investments. One of them, says Bill, with the fondness of a new father, is "a teeny bank account" for a corporation called "Semper"—"always" in Latin. Her speaking fees of $5,000 to $10,000 a shot are paid into Semper. One of its aims is—"I haven't figured out quite how yet," says Mary—to provide legal, psychological and other counseling a professional woman needs "when she goes through the kind of experience I did."
What will that experience be in the next 10 years? "I was and am Bill's strategist," she says firmly. "I'm not just a fluffy-headed blonde who worked at Bendix. Saying that is an attempt to discredit women." Stay tuned to the Bill and Mary Show, and don't be surprised if at some point Cunningham pops up as the family board chairman, possibly while nursing Alana. In the meantime, Stanford Business School has used the Cunningham-Agee saga in a course called Power and Politics in Organizations, and the M.B.A. students at Bentley College in Waltham, Mass. have a case study called "L'Affaire Bendix." What the apprentice managers will make of this Madonna of the Mergers and her adoring champion is hard to predict.