Mary, Mary, Quite Contrary

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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 protégé, 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.

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