TILL DEATH DO US PART: Bendix vs. Martin Marietta

A painstakingly detailed but curiously bloodless autopsy of the 1982 Bendix-Martin Marietta corporate takeover battle--in which (all within a month's time): Bendix made a tender offer for the stock of Marietta; Marietta countertendered for Bendix (the ""PacMan strategy,"" in Wall Street jargon); United Technologies came in as a second bidder for Bendix, under a deal with Marietta to carve up Bendix's assets; and, as Bendix and Marietta proceeded to buy majorities of each other's stock (""the black-hole syndrome,"" as one investment banker put it), Allied Corporation stepped in to untangle the mess in a complex three-way deal that left Allied owing Bendix and holding a minority stake in Marietta. Newsweek's Lampert provides an exhaustive, day-by-day account of exactly what happened--down to the level of who-sat-where-at-the-conference-table specificity--and is particularly good at setting forth the intricacies of Marietta's negotiations to bring in UT, the dilemma faced by Citibank as trustee of the Bendix employees' stock ownership plan that held over 20 percent of Bendix's shares (Bendix didn't want the bank to tender those shares to Marietta, and the bank was afraid of being sued if it didn't), and the last-minute negotiations among Allied, Bendix, and Marietta. On the personalities involved, Lampert's coverage is not as strong. Bill Agee, the controversial chairman of Bendix, never really comes to life in this account, though Lampert does capture a few features of the style that made him a difficult client for his investment bankers. (""There is only one quarterback here and that's me,"" he told them, although he had never been involved in a contested tender offer before.) The who, what, when, where, and how of the Bendix-Marietta war are admirably reported here. Missing are the whys: Why did Agee get into the deal to begin with? Why did he largely ignore his investment bankers? Why did Marietta's management strap themselves to the mast? Why did so many people want to see Bill Agee fail? These angles are better covered in Allan Sloan's more tabloidish Three Plus One Equals Billions (below), though Sloan cannot match Lampert's mastery of the day-by-day nuts and bolts of the deal.