Woodward and Lothrop, the grande dame of Washington department stores, celebrated her 100th birthday yesterday and for the first time acknowledged a secret romance in her past.
For two years Woodies carried on a torrid corporate courtship with Marshall Field & Co. of Chicago.
Sometimes calling each other by the pet names "Hot" and "Windy" -- Woodies was "Hot" -- the two big retailers held secret rendezvous in Washington, Chicago and Florida.
It all started in 1976 when the two stores "had just begun to dance," Woodies president Edwin Hoffman recalled in a court deposition filed in Chicago. Within months "the love affair was ripening," Hoffman said and by early 1977 the two were "going down the aisle."
But the union was never consumated.
The merger talks were called off in 1978 after Hoffman made clear that he was interested only if he -- and other top Woodies executives -- could run the whole show.
Since then, Hoffman said yesterday, there have been no more merger talks and Woodward & Lothrop is "solidly independent" as it celebrates its 100th anniversary.
The courtship of Marshield Field wasn't mentioned in the hour-long look through Woodies' family album that the store provided yesterday at a birthday party the company gave for its suppliers and other business associates.
Hoffman did, however, talk about Woodies' future. He said a major hotel, a pair of twin office towers and several hundred thousand square feet of retail space will be developed on the block north of Woodies' downtown flagship store.
Woodies' fling with Fields was made public in Chicago in papers filed in a lawsuit against Marshall Field. The lawsuit was brought by Fields' shareholders who objected to the chain's refusal to accept a merger offer from Carter Hawley Hale Inc., a California-based department store group that owns Neiman-Marcus and other retailers.
Documents in the case were obtained by The Chicago Tribune. The Tribune disclosed that Fields at one time or another had ideas about merging with, acquiring or being aquired by nearly a dozen other retailers.
Thalhimer Brothers Inc. of Richmond talked to Fields in 1978, before agreeing to be bought out by Carter Hawley Hale.
Fields also negotiated with Tiffany's, the New York jeweler, B. Altman, the New York department store, Dayton-Hudson Corp. of Minneapolis, Federated Department Stores (owner of Bloomingdales and I. Magnin), and Gamble-Skogmo Inc., the Minneapolis hardware chain that owns a large block of stock in Washington's Garfinkel, Brooks Brothers, Miller & Rhoades Inc.
But Woodward and Lothrop was the most serious target and according to the court documents, Fields "almost acquired" Woodies in mid-1977.
Woodies' president Hoffman yesterday insisted agreement was not that close. Describing the Marshall Field offer as "almost insulting," Hoffman said he was "not impressed" with Fields' management, "nor with their past, their present or their future."
Marshall Field's offer to buy out Woodies was made in a letter that exemplifies the secrecy and subterfuge of corporate takeover talks.
Instead of naming the two corporations, the letter, from Marshall Field's investment banker to Woodward & Lothrop's investment banker, uses the code names "Windy" and "Hot" to identify clients.
"We propose that Windy offer $84.4 million of its common stock for hot's common stock," said the letter, published by the Chicago newspaper.
Windy's offer amounted to almost $33 a share for Woodies' stock, about 30 percent more than the shares were selling for at the time.
That was a smaller premium over the market prices than was being paid in other retail acquisitions at the time, Hoffman noted. Besides that, Marshall Field was proportionately less profitable than Woodward & Lothrop.
In 1977 Marshall Field's sales totaled $662 million, more than two and a half times Woodward & Lothrop's $249 million. But Woodies earned an $11.3 million profit -- 4.6 percent of sales -- while Field's earned $15.8 million -- only 2.4 percent of sales.
In considering the Fields' offer, Hoffman testified later under oath, "My board would not consent to the merger unless I was the chief executive of the combined companies."
Even after Woodies rejected the offer in March of 1977 Fields continued to pursue the Washington chain. A month later, Fields Chairman Joseph Burnham called Hoffman to a meeting at the Mariott Inn at Chicago's O'Hare airport and offered him a $275,000, a year contract to be president of the combined company.
"I'm really not interested in your contract, Joe," replied Hoffman, who was not about to take a back seat to Burnham who himself intended to be chairman of the company.That meeting was the last between Hoffman and Burnham, who died a short time later.
After Burnham died, Carter Hawley Hale made a public offer for Fields and Hoffman brought Woodies back into the game by arranging a meeting in February 1978 with Burnham's successor, Angelo Arena. Again there was no agreement and now, Hoffman says, Woodies is no longer talking about merging with anybody.