"As the Dutchmen say, 'It wonders me.' " Ellsworth Boyle shifted uncomfortably in the leather bucket seat beside me. He had come to the meeting by taxi from North Philadelphia station. As I had my car, he asked me to wait until after the directors meeting, so that I could drive him downtown.

The gatekeeper had stopped the street traffic for us. I let the clutch in and we drove out of the plant. It was raining again and the cobblestones were slippery.

"What wonders you?" I asked. We both waved at the guard as we passed. I turned left, and we were immediately swallowed into the slow stream of traffic.

"Why he bothered to send those people to the meeting. I've never met the man, of course, but from what I hear he's not the type to make a futile gesture like that."

I knew what he meant. After all the weeks of fuss and fury, demands for stockholder lists, proxy statements, counter-proxy statements, newspaper advertisements, court hearings and in junctions, Boris Fleischer had lost his fight; he had not accumulated enough votes to put a single director on the Boatwright board. The meeting had been an anticlimax: with more or less obvious coaching from Boyle, it had been conducted by Malcolm Hopkins, the Company's president - a man of sixty-seven, employed by Boatwright since the age of fourteen, a self-taught mechanical engineer who knows a great deal about locomotives and practically nothing about modern business and finance, a man who worked his way to the top by doing exactly what the Boatwrights told him to do and nothing else, a man who typifies what is wrong with the Company today.

I had thought about it again as I sat there in the meeting and watched the proceedings: the welcoming speech, with many references to the glorious past, introduction of various officers and directors including "the sole surviving son of the Founder" -Great-uncle Charlie Boatwright, age eighty-six, whose chauffeur held him as he acknowledged the clatter of applause with a cheerful wave; lengthy explanations for the disappointing results last year (government meddling, government subsidies to all forms of transportation except railroads, confiscatory government taxes, increasingly unreasonable demands by government-supported labor unions - in fact the same explanations I have heard every year since I started coming to these meetings); vague but grandiose references to our diversification program ("Of course you understand that Mr. Boyle and his lawyers won't let me give you any of the details of these projects," which is certainly true, since they consist mostly of halfhearted attempts to enter new fields about which Boatwright's executives know nothing and care less, and bumbling efforts to buy successful companies for less than they are worth); then all the legal hocuspocus about the oaths of the judges of election (Tommy Sharp and a Boatwright vice-president); the filing of the ballots; the announcement of the results of the vote; and finally the questions from the floor (silly ones from old ladies, answered graciously by Malcolm Hopkins; complicated and not-so-silly ones about executive pay rates and accounting practices, read by one of Fleischer's New York lawyers from a typed manuscript and answered in ponderous generalities by Ellsworth Boyle and one of the accountants).

The fact is that Boatwright Corporation has been sliding downhill, gently but quite steadily, since the end of the Second World War. To those who can stand back and look at the situation objectively, the reasons are perfectly clear: In the first place, the Company was built by locomotives and it never got away from them because the men in charge were quite literally in love with locomotives. To the Founder perhaps the steam engine was an interesting gadget that earned him a fortune and perpetuated his name; to his son, who at age five was allowed to ride out to the farm in Humphreysville (now Bryn Mawr) on the lap of the Pennsylvania Railroad's engineer, blowing the whistle at each crossroad, trains and particularly locomotives were the most important things in the world. They were also the most important things in the world for the men who came up under him and who have been running the Company since the war. They are not stupid men; they saw the way the tide was running, they could read the statistics about freight shipments and the trucking industry and the airlines and their own sales figures, and they really did try to interest themselves in marine engines and diesel trucks and hydroelectric turbines; but they just couldn't work up enough enthusiasm to make a dent in other people's highly competitive fields.

The second problem -perhaps the cause of the first- is the Family. The Boatwrights as a group are an extraordinary bunch in every sense of the word. They have been very, very nice to me and I guess I love them. but still one has to try for objectivity. The Founder came from dim and humble origins, but he did well and married into one of the old families who had followed William Perm. He joined the Arch Street Meeting, and brought up his children as Friends; unlike many of their coreligionists, the Boatwrights have resisted the charms of Episcopalianism and remained more or less formal Quakers. That does not mean that they "thee" and "thou" each other or that they do not drink alcohol or go to war or generally behave like other people; it does mean that if they worship they do so at Meeting, that they are not interested in the outward trappings of society, and that many of them, particularly the older ones, have a high sense of public duty and spend an extraordinary amount of their time and money on good works of one sort or another.

What they do not spend their time on. in this generation, is the Boatwright Corporation, from which most of their income still derives. Francis Boatwright, Jr., the son of the Founder, the little boy who rode in the cab of locomotives, was known simply as "Mr. Boatwright" from the time he took control of the firm at the time of the Spanish-American War. Mr. Boatwright ran the Company for nearly half a century, and he ran it so well that his locomotives pulled trains on every continent and a rich stream of dividends nourished the farthest branches of the family tree, providing not only the quiet comfort in which most Boatwrights choose to live but also the ability to be exceedingly generous. Every branch of the family -indeed sometimes it seems every member- has its own pet charities, ranging from the American Friends Service Committee and the United World Federalists to day-care centers in the Negro slums to hospitals on African rivers, obscure archaeological projects in the mountains of Peru, and experiments in extrasensory perception conducted by a wildeyed Italian woman at the University of Rochester.

Despite his own background, Mr. Boatwright did not believe in nepotism. His son Francis III, my wife's father, was encouraged to study medicine at the University of Pennsylvania. He first became a surgeon but then veered off into the biochemical research that was to absorb the rest of his life. His Boatwright Institute at the University has made two major breakthroughs in the use of X-ray diffraction techniques for molecular biology; one of his teams has captured a Nobel Prize. Dr. Boatwright never went near the plant in North Philadelphia, and expressed interest in the company only when the subject of dividends arose.

In that respect he was like all of his brothers and sisters and uncles and cousins: they didn't interfere, they let Mr. Boatwright's protegees run the Company, they didn't know anything about locomotives, BUT: the dividends had to keep coming. After Mr. Boatwright died, just about the time the railroad industry began to get really sick, it became harder and harder to maintain the dividends. A board of directors controlled by cool, detached businessmen (like the Founder and his father-in-law, the Quaker banker who financed him) would have cut the dividends and used the money to get the Company into other fields. If the men in charge, the men Ellsworth Boyle sometimes calls "The Casey Jones Crew", did not like that, other younger men would have been hired, men who knew about electronics and jet engines and plastics. But that didn't happen. The Family controlled the Board and the Family had to have the dividends. That's the way it always had been and that's the way it had to be. The occasional trust officer or lawyer who suggested otherwise was ignored. And the Company's stock sold down from $125 a share in 1945 to $14.25 in 1960, where it first attracted the attention of Mr. Boris Fleischer.

I suppose that every one of these characters gets called a "man of mystery" by financial writers at one time or another, but I don't find the story especially mysterious. Boris Fleischer was a Jewish businessman in eastern Europe, a Roumanian grain speculator who managed by some miracle to stay out of the German concentration camps, and after the end of the war he made his way to Palestine. He must have been there during the birth of Israel, but apparently it didn't suit him either because a few years later he turned up in New York.

We don't know exactly how he got started again, but by the time anyone heard of him he was in control of International Pipe, a moribund manufacturer of cast-iron water pipe in Cleveland. Somehow, by unremitting hard work and business acumen and other people's money and, I suppose, some dirty tricks and some luck, he turned International Pipe around so that its stock was selling at twenty times earnings, and then he was on his way. Using International's stock and money borrowed on its credit, he picked up one company after another, often using the assets of the last acquisition to finance the next one, and gradually building a financial pyramid that frightened more and more people as it grew.

It frightened most of all the people running potential targets: companies whose stock was cheap because they were losing money; companies which had accumulated a great deal of cash; companies for one reason or another worth more dead than alive. In a couple of notorious cases he found it profitable to liquidate companies when he had obtained control; in these situations he just sucked the resulting cash into his machine and used it for the next deal, thus wiping some fine old names of American industry off the map and leaving a bunch of fine old American executives walking around dazed and jobless.

As far as I could tell without ever having met the man, Boris Fleischer was a type; brilliant, willing to take risks that would deter ordinary men, honed and sensitized by a life which had forced him to adapt very quickly to changing conditions just to survive. When he came to America he learned the rules and then proceeded to play the game a lot harder and closer to the tapes than was considered sporting by the fine old names in American industry, now held by the grandsons and great-grandsons of men who invented, for their own convenience, the very games that Boris Fleischer plays today.

Needless to say he is not popular among these gentlemen; the circumstances of his immigration have been the subject of careful research, members of Congress have called for investigations into his activities, helpful suggestions have been submitted to the Internal Revenue Service, and he is called a lot of nasty names.

"The miserable little son of a bitch, I think it was just the only trouble he could think of at the moment," said Ellsworth Boyle in answer to his own question. "He just wants us to know that he hasn't given up and he's keeping up the pressure. War of nerves sort of thing."

The truck ahead of me stopped again. "Gerry O'Bannion thinks we're misjudging his client" I said. "All he wants to do is put the Company on a profitable basis, get in a young management team --"

"Sure he does," said Boyle. "You talk to the fellows at Staunton Turbine, they'll tell you what a profitable basis he put them on when he got control. And the new management team would presumably be advised by Shoemaker & Levy, did O'Bannion mention that?"

'Well, I think we might have talked to the man when he first approached us. After all, he'd bought an awful lot of stock--"

"Malcolm Hopkins wouldn't hear of it. Wouldn't hear of it. 'Give 'em your hand and they'll eat your arm off,' he said. Boyle sighed heavily. "But I'm afraid we haven't seen the last of brother Fleischer. Can't you do something to get us out of all this traffic?"

"I thought I'd cut over to Rising Sun Avenue and then just go right down Broad Street. I could go all the way around by the Expressway, but this time of day --"

"No, no, go ahead, it doesn't make any difference, the day's practically shot anyway. That directors' meeting took forever."

"When are the first quarter earnings going to be announced?"

"I thought you'd want to know that," said Boyle, smiling a little grimly. "I guess not till the middle of the month. That's when the real fun will start."



"Less than forty cents a share?"

"Be lucky if we make a quarter."

I whistled. "If the stock falls below ten, Fleischer isn't going to fool around with any more proxy fights. He'll just publish a tender offer in the Wall Street Journal, offer to buy the first halfmillion shares that come in at fourteen and a half or fifteen--"

Ellsworth Boyle nodded. "And what do you think the banks will do then?"

Of course that was the crucial question. If the banks decided to let go and sell, then Fleischer would be in the saddle.

Finally the traffic began to move, I was able to pass the lumbering truck swung right on Rising Sun, followed it for several blocks, turned left, and then we were on Broad Street, aimed directly for the center of the city.

We sat in silence for a few minutes. Then I said, "Ellsworth, isn't this sort of a recurring Philadelphia Story now? The ancient and honorable Company, the descendants of the Founder who don't give a damn about the business but take the money out so that the Company can't hire first-rate managers or keep up with technological advances . . . so the stock falls and more aggressive people from New York take over. It's happened to so many others, and now ifs happening to us."

"That's right, Graham!" Ellsworth Boyle's voice suddenly sounded so different that I turned, to find him staring at me. "You've analyzed the problem very succinctly. Now I'd like to know what you're going to do about it."

"What am I--"

"Oh stop it, Graham. You know you're the key to the whole thing. The Boatwrights can still turn this situation around if they pay attention and act together. For some reason they all seem to listen to Caroline, and Caroline listens to you. At least I think she still listens to you."

Ahead in the distance I could see the tower of City Hall, but it was still too far away to make out the statue of William Penn on top. I knew now why Ellsworth Boyle had taken a taxi to the meeting.

Something about me brings out the father in a lot of people. All of my life I've been getting these helpful lectures which will straighten me out if I will only heed them. There is no use in arguing or fighting back; the only thing to do is sit there and drive the Mercedes down Broad Street and let it come.

Ellsworth Boyle squirmed in his seat and sighed again. "You know, Graham, I'm beginning to feel my age, beginning to feel a little lonely. I'm the last of the old bunch that really built our firm. Conyers & Dean, that's the name, but it never really was Conyers and Dean. Frederick Dean-well, he was really something special. A genius, a wild man, one in a thousand, but a lone wolf. Never could have organized a law firm, or run one. It was judge Conyers, that patient little dried-up office lawyer, the planner, the organizer, the man who knew that in the end first class paperwork will always win out over clouds of oratory, the man who had the wit to realize that a lot of smart young lawyers were needed to handle the business Frederick Dean's reputation brought in. It was Conyers who hired us squirts out of law school: Fred Minto and your grandfather and Alfred Dennison and me. Minto's dead and Graham's dead and Dennison sits around in the office and doesn't understand what's going on . . . and I'm still trying to keep the Boris Fleischers away from Boatwright."

A traffic light ahead turned red, the cars and buses began to clot, and I touched the brake pedal.

He was silent for a moment. Then: "Graham, what's the matter with you?"

I didn't look at him, but felt the gray eyes regarding me steadily. The light turned green. I let out the clutch, shifted, and we began to move again. "What do you mean, Ellsworth? Are you dissatisfied with my work?"

"You know perfectly well that's not what I mean!"

He was right. I did know it.

"Your work is outstanding," he said. "Always has been. And you're a good soldier. In this proxy fight with Fleischer - I just don't know what I'd have done without you, working all night and pushing the boys and generally coping, but you've had every possible advantage. A brilliant inheritance on both sides. The benefit of growing up in the house of the man I considered not only the finest lawyer but perhaps the truest gentleman in this town. Outstanding grades at what is still our favorite law school. A genuine talent for the law. And of course your connection with--"

"All right Ellsworth, what is the complaint then?"

"The complaint is that you're not assuming your share of the burden at the firm. The complaint is that you're making no effort to develop from a technician into a lawyer. Do you know what I mean by a lawyer? A lawyer is a man with clients, a man with a following in the community, a man who generates legal business, a man who takes an interest in the management of his firm, attends partners' meetings, interviews law school students. Have you been doing anything except just the work that's given to you or that you've inherited from your grandfather? Are you cultivating the businessmen of your own generation? Have you been doing any of these things?"

I knew he hadn't gotten to the point yet, so I didn't say anything. We both stared ahead through the flashing windshield wipers.

"On the contrary, Graham, it seems to me that you're engaged in a course of conduct that may jeopardize our relations with one of our oldest clients. And in two related ways." Now he was finally approaching the target. "Do you know what I'm talking about, Graham?"

Now it was my turn to sigh. "I'm afraid so, Ellsworth."

"Well, what are you going to do about it? What are you going to do about Boatwright and what are you going to do about yourself? It's really the same question, isn't it?"

"Ellsworth, I don't know what you've heard---."

"What do you think I've heard? I gather you're not making much of a secret of it these days. Graham, I don't consider myself a particularly righteous person. I won't say that my own life has been entirely blameless. And I know that people of your generation take a different view of these things, but my God, there are limits to everything."

"I still don't know what specific--"

"I'm not talking about any specific person or affair, I'm talking about what seems to be a settled course of conduct, a singleminded pursuit of women you're not married to, not once in a while or here and there but steadily and all the time to the point where the whole town is beginning to talk about it."

"I think that's somewhat exaggerated."

"Do you indeed? Would it interest you to know that I was asked about it at a dinner party on Saturday night? After the ladies had gone upstairs Harrison Ripley asked me if it was true that what's-his-name, the fellow at the bank, the fellow whose brother was killed -you know the one I mean--"

"George Hope?"

"George Hope, whether it was true that George Hope was divorcing his wife on your account. Right in front of six other men he asked me that!"

"What'd you tell him?"

"Don't get smart with me, Graham! What would I tell him? Of course I told him that I'm not familiar with the extramarital affairs of my partners. But just the fact that such a question could be asked . . . How long do you think it will be before Caroline finds out? Or does she know?"

"Ellsworth, honest to God, I don't think I can sit here and discuss this sort of thing with you."

"I don't want to discuss it, I just want to tell you something. I want you to know that you are not pulling your oar at Conyers & Dean. By that I am not criticizing your work, but you've gotten beyond the point where good work constitutes doing your share. You are responsible for the business of the firm, getting new business perhaps but certainly keeping old business. That means keeping on good terms with the Boatwright family in general, and most specifically it means taking some action or stimulating them to take some action to get that company back on its feet, get it making money, and keeping control in the present management. Because if this trend continues, Boris Fleischer is going to take it over before the year is out, sure as God made little apples. Do I have to tell you what that will mean to the office?"

The traffic was moving faster now. We were well down Broad Street and the statue of William Penn on the City Hall tower was clearly visible. The rain had stopped and I turned off the wipers. Betty Hope. Well, that one was certainly not my fault. How long ago? A year? Two years anyway. But what's the use of explaining all that to Boyle. And God knows what she may have told George.

"Graham, I just want to say one more thing along this line and then I'll shut up. I'm certainly not going to sit here and give you some sermon about the bonds of matrimony or something like that. I really don't see myself as a puritan or a hypocrite. You may not believe this, but I don't think it's so terrible for a man to try another woman once in a while if he gets the chance. I don't get a chance, these days, needless to say. You're young, you're good looking, my God, boy, that's not what you're doing. You're making some kind of contest out of it, just trying to see how many you can knock off, like a hunter or something!"

"I don't know who tells you these stories --"

"Never mind, just hear me out. A man who carries on like that has something the matter with him. Really. I'm an old man and I've seen more of life than you have, and even if it weren't for the business considerations involved I'd want to say something to you. But as it is, I have a duty. Not to you, but to Conyers & Dean. Now I want you to stand back and take a good look at yourself and try to figure out what the hell is really bothering you. And if you need some outside help, go get some. Oh, I know we all laugh about the headshrinkers, especially the people my age do, but I've seen them help people. And maybe you ought to take a vacation. Have Caroline and the children moved up to Nantucket yet?"

"Yes, they went up last week, Ellsworth." Apparently the lecture was over. We were crossing Arch Street now. City Hall, that massive French Renaissance palace, loomed directly in front of us. The clock on the tower indicated ten of three.

"Are you going to join them in July, or in August?"

"0h, I don't know, Ellsworth, it doesn't make much difference. I'll see how the work here comes along."

"Well, I frankly don't think this sitting around in town by yourself all summer long is good for you. I know the Boatwrights have always gone up there, but why don't you look around for something closer to home. I'm sure they'd be glad to have you at the Preserve--"

This was becoming unbearable. "Thanks very much, Ellsworth," I said, beginning to turn into the long curve around City Hall. "I'll talk to Caroline about it, but she's gone up to Siasconset all her life and I doubt if she'd be interested in anything else."

"Well, it's just a suggestion. My God, look what time it is. Were are you going to leave the car?"

"Oh, I'll drop you right at the office, Ellsworth, and then I'll go put it away." The lights were green all the way around the Square. The lunchtime crowds had been sucked back into the tall office buildings by now. At Broad and Chestnut I stopped the car and Ellsworth Boyle opened the door. "Thanks for the ride, Graham. And believe me, I didn't enjoy that lecture any more than you did. I won't say any more about it, but we'll have to discuss the Fleischer situation on Monday." He grabbed his briefcase, climbed out of the car with a grunt, and slammed the door.

previous chapter, next chapter



1961 - A Point of View
[1] The annual meeting of the stockholders of the Boatwright Corporation
>[2] What are you going to do about Boatwright and what are you going to do about yourself?
[3] Have we learned anything this evening, Doctor?
[4] Producing results?
[5] Alexander's Feast
[6] How'd you like to go over to Salzburg for a month with me?

1947 - An Island
[7] You're not going to Berlin. You're staying here.
[8] All right, we're the Military Government.
[9] The Americans are teaching us to be democratic instead of fascistic.
[10] Well, this is Fasching.
[11] Letters after Ash Wednesday
[12] Say Boris is at Schloss Fyrmian.
[13] THE AMERICAN ACADEMY IN EUROPE - Prospectus for the First Session
[14] Learn to think of people as individuals.
[15] Parlez-moi d'amour, redites-moi des choses tendres.
[16] Not one thing left to show that you've ever been on earth? - "Sources of Soviet Conduct"
[17] A Countess, a Prussian Officer and a Ländler
[18] Now this part of your life is over and I'm sending you home.
[19] A father who's too busy to watch his son die. - The Spring of 1961
[20] I cannot sell Schloss Fyrmian to the Academy.

1961 - A Change of Air
[21] The first thing I saw was the Festung Hohensalzburg far in the distance, silhouetted against the shadowy curtain of the high mountains.
[22] Next day at the Academy we got to work - Graham, you know what Fleischer did?
[23] Im weißen Rößl am Wolfgangsee
[24] Brockaw writing a thesis on Austrian baroque architecture? - Boatwright Corporation and Boris Fleischer, plaintiffs
[25] You know there a Mr. Devereaux? Mr. Armistead Devereaux?
[26] I think always of Peter Devereaux.
[27] It sounds like an act of desperation, and it won't hold up in court.
[28] In those Oklahoma Hills WHERE AH WAS BOW-AHHHN!
[29] ... that we should meet again like this . . . I think perhaps there is a reason.
[30] "Is there here an American by name of Brockaw?"
[31] This is Boris Fleischer!
[32] "Does Hans work for Gehlen?" Paola shook her head. "More the other way around."
[33] Won't you please come home? Everybody needs you, I most of all.
[34] With this Waffenstillstand you have time now.
[35] You're going to regret this for the rest of your life!
[36] We Europeans would not do it. None of us. - People think you need medical attention.
[37] Will they trust you?
[38] Some things about the U.S.A. are perhaps rather important, and to us impressive.
[39] You're going to need a good lawyer.

version: March 2, 2004
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Arthur R.G. Solmssen, Joachim Gruber