There must be two William Agees, his boosters say.
As far as they're concerned, Bill Agee is smart, reasonable and principled. Until recently, most financial analysts praised the bulk of his record at Bendix Corp., noting a history of timely, prudent divestitures, and sound profitable portfolio management.
"He's done a pretty superb job running Bendix," says William C. Roney III, who has followed Bendix and Agee for Detroit's Wm. C. Roney & Co.
That view of Agee is, however, only one side of the coin. For the ill-fated Bendix effort to win control of Martin Marietta Corp. has wounded Agee, his expansionary vision of Bendix as a high technology leader, and perhaps his personal ambition. Today Bendix is on its way to becoming part of Allied Corp., and although Agee remains chairman of Bendix and the company is intact, he is but No. 2 at Allied Chairman Edward Hennessy's expanding New Jersey empire.
Meanwhile, the Bendix board of directors has been bitterly torn apart by the resignations of four outside directors, including two prominent business executives, Mobil Corp. President William P. Tavoulareas and Donald H. Rumsfeld, president of G. D. Searle & Co. And only Agee's arm-twisting persuaded two other Bendix directors from also jumping ship.
Before these most recent episodes in the Agee story, his reputation was already strained among business leaders as a result of his outspoken criticism of America's corporate leadership, his public discussions of his relationship with former lieutenant Mary Cunningham and their subsequent marriage, and his treatment of other former Bendix executives.
Adding to the most recent incidents was his messy ousters of key Bendix executives during the early days of his six-year tenure as chief executive and his later resistance to permitting his former boss, Michael Blumenthal, to return to Bendix after Blumenthal left his job as Jimmy Carter's Treasury secretary. That is not the type of attitude to make Agee a popular fellow within the cozy world of the nation's business elite.
More than anything, it is Agee's apparent indifference to the perceptions of those with whom he must work, particularly other executives, that associates cite in evaluating his work since Bendix announced its hostile bid for Martin Marietta Aug. 25. Since announcement of the deal with Allied -- which gave Allied a major piece of Martin Marietta as well as control of Bendix for nearly $2 billion -- the business community has been raking Agee, and the national pundits have followed suit.
"He's not as bad as he reads, but he's also not as good as he looks," quips a leading Wall Street financier who knows him.
For Agee is nothing if not complex. He is a genuinely friendly man, warm, easygoing, and even humble in most situations, a view contrary to many people's perceptions and certainly to his public image. He has a folksy manner that wins over even skeptical audiences, as he demonstrated at an investment seminar before skeptical Wall Street officials last week.
"Naive" is the description most often heard from even Agee's allies when asked to assess his performance. "He's not arrogant and he's not a bully," says a source close to Bendix. "His problem is that he's sensitive to certain things and not to others. He just doesn't seem to care what people think of him. There is a sensitivity to other executives that seems to be missing. There is an institutional citizenship game you've got to play. You need corporate friends."
An example of his seeming lack of concern with the reaction of others was the presence of his wife, a vice president for strategic planning at Joseph E. Seagram & Sons, during key talks at Martin Marietta headquarters. It shocked even his friends and associates. Officials close to Martin Marietta reportedly resented Cunningham's involvement and some of Agee's associates were embarrassed at Cunningham's presence then and her visibility in subsequent interviews.
To Agee, criticism of Cunningham's role is a result of sexist attitudes. "I hope that a few years from now this kind of sexist bias, and that's what I attribute it to being, won't be as much a part of our world as it is today," Agee told an audience here last week. "It's a discredit to our society."
But even those close to Bendix see it differently. "The damage comes not from the fact that a husband has taken his wife on a trip," said an associate. "She is the vice president of another major company that is also acquisitive. They have done their careers affirmative damage."
Those events only added to the broad criticism of the expense and ultimate futility of the costly takeover effort and may have left the enigmatic Agee even further isolated from many of his fellow chief executives. Though he cannot be solely blamed for the public clamor over the four-cornered merger saga, fingers inevitably point to Agee as the instigator, and further, because of his refusal to back down. Agee, too, has admitted errors in the chase for control of Martin Marietta.
Where the Agee story goes from here is anybody's guess. Most persons close to the Bendix scene cannot imagine Agee, 44, staying at Allied very long. It is just as difficult to imagine him replacing Hennessy, 54, who has been Allied chairman for less than three years. "I personally don't see Agee as chariman of Allied. Ever," said a source close to Bendix.
It is hard to fault Agee's strategy in initially going after Martin Marietta in August. He had built up cash reserves of more than a half billion dollars at Bendix and invested it wisely. When he moved for Martin Marietta, the offer followed the depreciation of that firm's stock to a point where the deal looked wise and cheap. "It was not a wild, off-the-wall nonsynergistic situation," said Agee.
But he may have set the wrong tone for the deal early on when announcing plans to make a tender offer without a careful courting of the proudly independent Bethesda conglomerate. That, according to takeover experts, was his first mistake. "He doesn't like building bridges or building consensus," said one financier close to the company.
After Martin Marietta countered with an effort to buy Bendix, the fight began to become bizarre, and Agee, critics contend, could have pulled out. He did not, and his willingness to accept the Allied offer instead is a principal reason why he lost the dissenting members of his board of directors.
"I'm very empathetic to their position," Agee said in a recent interview. "We couldn't talk to any more people. We had to make a judgment. They weren't as close to the facts as I was."
Others fault that judgment, as well as Agee's perception of his relations with corporate directors. "He didn't keep his board advised and he didn't keep his staff advised," said a source. "It wasn't that they were unhappy with the decision, it's how the decision was made. He plays his cards very close to the vest."
Of late, Agee has been asserting that the outcome of the Bendix foray was a good one, particularly for Bendix shareholders who now expect to receive about $85 a share for stock that was trading for nearly half that price earlier this year.
"My principal motivation has been to serve shareholder value first, second and third," he said. He admitted last week that the conventional wisdom around "is that Bill Agee and Bendix lost.
"I don't believe that is the case, but only history will judge whether we are right," he said. "There are certainly things I would have done differently. I would have done a couple of legal things a bit differently. But I probably would have tried even harder than I did. Whether that would have changed the outcome, I don't know and nobody will ever know. But in the end the shareholders of Bendix won out."