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Interview with Marshall McDonald March 22 1989

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Title:
Interview with Marshall McDonald March 22 1989
Creator:
McDonald, Marshall ( Interviewee )
Publication Date:
Language:
English

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Subjects / Keywords:
Florida Business Leaders Oral History Collection ( local )

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Funding:
This text has been transcribed from an audio or video oral history. Digitization was funded by a gift from Caleb J. and Michele B. Grimes.

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Source Institution:
Samuel Proctor Oral History Program, Department of History, University of Florida
Holding Location:
This interview is part of the 'Florida Business Leaders' collection of interviews held by the Samuel Proctor Oral History Program of the Department of History at the University of Florida
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Made available under a Creative Commons Attribution Non-Commercial 4.0 International license: https://creativecommons.org/licenses/by-nc/4.0/.
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FBL 005 ( SPOHP IDENTIFIER )

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This Oral History is copyrighted by the Interviewee
and the Samuel Proctor Oral History Program on
behalf of the Board of Trustees of the University of
Florida.

Copyright, 2005, University of Florida.
All rights, reserved.

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SAMUEL PROCTOR ORAL HISTORY PROGRAM at
the University of Florida























UNIVERSITY OF FLORIDA

ORAL HISTORY PROJECT

Interviewee: Marshall McDonald

Interviewer: Sam Proctor

March 21, 1989










UNIVERSITY OF FLORIDA

ORAL HISTORY PROJECT

Interviewee: Marshall McDonald
Interviewer: Samuel Proctor
March 21, 1989

Marshall McDonald is past chairman of the board of Florida Power & Light
Group, which is a holding company whose subsidiaries include business as
ALANDCO, Agri-Land, QualTec, Telesat, and Energy Services, Inc. The company
grew out of its primary subsidiary, the Florida Power & Light Company.

McDonald was born near Huntsville, Alabama, on March 30, 1918. The
family moved to Mississippi for a few years, and then to West Palm Beach, Florida,
in 1925, where he completed most of his pre-college education. McDonald recounts
his memories of the hurricanes of 1926 and 1928.

Recalling his parents words, "If you are going to do nothing better than dig
ditches, then go into law school because it will help you dig a better ditch,"
McDonald enrolled at the University of Florida's College of Business in 1935 in
order to prepare for law school. Life at the University--social, professors,
buildings--is described. While at the University, McDonald participated in ROTC.
He received his B.S.B.A. and LL.B. in 1941.

After UF, McDonald entered the military. His service career is detailed at
length: he served with the M.P.s, was a commanding officer in the parachute
infantry, and saw action in the European theater.

After the service, McDonald entered the University of Pennsylvania's
Wharton Graduate School and completed an M.B.A. in 1947. After school, he
began his professional career with an accounting firm in Houston. After passing the
Texas bar exam, McDonald remained in Houston, where there was plenty of work
in oil, financing, and mortgage banking. Significantly, he represented the city of
Houston, as well as several other smaller cities, in negotiations with utility
companies.

Following several intermittent positions, saving companies and making them
profitable, McDonald was brought to Florida by MacGregor Smith to succeed him
as CEO of Florida Power & Light Company. McDonald speaks in detail concerning
matters related to unions, government regulations, nuclear energy, Florida's growth
(and the concomitant increased demand for electricity), and the public's perception
of greedy utility companies. He also discusses his endeavors to bring Japan's
Deming Prize for business recognition to FPL, as well as FPL's Quality Improvement
Program, which is designed to improve employee morale via recognizing
accomplishments, social functions, college courses toward an M.B.A., and retirement
programs.

McDonald has also been active in community issues, particularly in working
for the elderly. He was asked by President Jimmy Carter to co-chair the White
House Conference on Aging, and the ideas gleaned from that were transferred to
FPL, which currently has one of the few programs in the country for its elderly
workers. In his spare time, McDonald enjoys reading, playing tennis, and hunting.










P: I am interviewing Marshall McDonald at his office at 700 University
Boulevard, Juno Beach, Florida. The date is March 21, 1989. I am Sam
Proctor, and we are doing this interview for the University of Florida Oral
History Archives. Mr. McDonald is chairman of the board of the FPL Group,
a holding company whose principle subsidiary is Florida Power and Light
Company, a public utility. The Group also holds all of the stock in a number
of other subsidiary companies.

Mr. McDonald, please tell me your birth date and birth place.

M: I was born in Memphis, Tennessee, on March 30, 1918.

P: How did you happen to get to Florida from Memphis, Tennessee?

M: My father was a real estate broker. In the early twenties business throughout
the South was not very good, and the real estate boom in Florida was heating
up. My father had a distant cousin who had settled in West Palm Beach and
was worth a considerable amount of money (on paper) which he had acquired
through a real estate agency. My father moved down here to join that real
estate agency.

P: Who was your father?

M: My father was Marshall McDonald.

P: So you are named for your father?

M: Right.

P: What was your mother's name?

M: Nadine Hardin.

P: Where was your father from?

M: My father was born in a little town called Mooresville, Alabama, which was
close to Huntsville.

P: Had the McDonald family lived there for a long time?

M: My grandfather was a Presbyterian minister, and he moved around quite a
good deal. He seemed to have been motivated to find a church in a location
where the family could receive an education. Toward that end, he moved to
Bell Buckle, Tennessee, where a gentleman named Sawney Webb, who had
been in Columbia, Tennessee, I think, said that he was going to set up the
Webb School. My grandfather made plans to move there, but Mr. Webb's
plans were delayed, so my grandfather had to go to the town where Jack

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Daniel had just set up a distillery in Lynchburg, Tennessee. He secured a
church there for one year. My father went to school with Jack Daniel's
children until the Webb School was actually established at Bell Buckle, at
which time my grandfather moved there and was the minister for a number
of years. His eight children all went to school for some period of time there.

P: Has yours always been a southern family on your father's side?

M: Yes.

P: Going back how long?

M: I do not know. My grandfather died in 1928 when he was ninety-seven; even
then the reason he died was because he cut a mole on his face when he was
shaving to go to a dance. He was then living in Hot Springs, Arkansas, with
an aunt of mine. He was born near Cookeville, Tennessee. I have been
unable to trace the McDonald family any further back than that. On my
mother's side, my maternal grandmother came from a little town in northern
Louisiana called Baskin, and my maternal grandfather, whose name was
Hardin, came from somewhere in the area of Selma, Alabama.

P: How did your folks meet?

M: My mother's parents had a small farm near a little town called Brooksville,
Mississippi. My father was a real estate broker, and he specialized in finding
farmers in the area of the larger northern mid-western towns--particularly
Chicago, Indianapolis, around there--who were moving off the land. As the
towns expanded, these farmers were getting what to them were vast sums of
money for their farmland. They were able to obtain $1,000 or more per acre
for their farmland, and they could move to the South and get land equally
good for twenty-five to fifty dollars an acre. My father's business was finding
the old southern plantations which had descended to children who had no
intention of working the land. Boll weevils were very bad, and finding people
to work the plantations was next to impossible, so the children who inherited
these 100,000 to 120,000-acre plantations were very happy to sell them and
move to Memphis or New Orleans or some other big town where they could
live it up. Daddy was the middle man--finding out the heirs who wanted to
sell the plantations and the people from the North who had the money and
would be interested in buying parts of them.

P: Presumably that business began to dry up, and that was the reason why he
wanted to leave and move to Florida.

M: That is right. We had moved from Memphis, where I was born, to New
Orleans to Baton Rouge and back up to Mississippi. We lived in Brooksville,
Meridian, and West Point, Mississippi (where I went to first grade). We
moved as he would sell off the particular tract of land that he was working

2










on. Then we would move and live close to the next tract of land that he
was working on.

P: Were you an only child?

M: I was an only child.

P: So you moved down to Florida when you were really just a youngster.

M: I had completed the first grade in West Point, Mississippi.

P: What influence did your mother and your father have on you in those early
years? I presume you were close to both of them.

M: My father was one of eight children, and my mother was one of six. She
had been orphaned when she was two years old, which I think affected her
a great deal and made her very family conscious. She was a person who
really considered the home to be the focus of her existence throughout her
life.

She also was very helpful to my father. He had had a superb scholastic
background. I had been taken to the Webb School and shown his grades
there. He had not initiated this, but the headmaster of the school had shown
them to me. My father was not a people person, but my mother was a superb
people person. She would entertain the wives and children while Daddy was
taking the fathers out to look at land. I think it was recognized that my
mother probably sold more land than my father because she was able to
maintain a pleasant and light atmosphere and to entertain--to the extent that
it was done in the home in those days--and make people feel welcome.

P: So you have lots of aunts and uncles and cousins, even if you had no brothers
and sisters.

M: I had lots of aunts and uncles and cousins, but really very few first cousins.

P: But at least you had somebody to play with.

M: Well, in the smaller towns I reached the point where I realized that playing
was something more than just having adults playing with you, of which I
always had plenty. Within the context of your earlier question about my
parents' influence, there was a heavy emphasis on scholastic achievement,
particularly in my father's opinion, but in my mother's, too. They felt that
the way for someone who really had no other resources than his physical
being to get ahead in the world was to excel in school. Being an only child,
I was given a lot of encouragement and help from them. I also had a lot of
directed guidance from them. When I was going to school, that was the
overriding priority.

3











P: How did you travel from Memphis to Florida in 1924?

M: We only lived in Memphis for eighteen months.

P: Where did you leave from to come to Florida?

M: We left from West Point, Mississippi.

P: That is where you were attending first grade.

M: That is where I had completed first grade, and we moved to Florida in August
of 1925.

P: Right as the boom was moving into high pitch.

M: Yes, right as the boom was moving into high pitch. We came down on the
train. When we got off of the train we could not find a taxicab because all
of the cab drivers had quit driving cabs to sell real estate.

P: You came by train through Jacksonville?

M: That is the only way you could get here.

P: Did you come down via the Florida East Coast Railroad?

M: No, we came down on the Seaboard Coastline Railroad into West Palm
Beach.

P: Where did you live in West Palm Beach?

M: It was extremely difficult to find a place to live because the town was very
crowded. We resided with my cousin for a couple of nights, but he had a
family and really did not have room to put us up for a long period of time.
My mother found a room and a private bath for us in a house, which we
kept for a short period of time until she found out that the landlord was
washing his mangy dog in the same tub that we were using.

P: That ended that residency.

M: That is right! Then they found a garage apartment in which we lived for a
period of time.

P: Your father went right into the real estate business?

M: Yes.


4










P: Did he wax prosperous?

M: No. Everybody was relatively prosperous on paper, but the Florida real
estate boom came to an end shortly thereafter. The banks in Florida,
particularly in West Palm Beach, I think all had to close their doors by 1927.
So our depression in Florida started before the national Depression started
in 1929.

P: Did your father stay on in the real estate business, or did he get out of it?

M: He stayed in the real estate business to the extent that he could in order to
make some money. During the early thirties he also sold sand, and I helped
a little bit. He would go around from door to door and ask if they would like
to have a load of sand. He had a couple of contacts who had pickup trucks,
and if he could sell a load of sand for five dollars he might give them a dollar
and a half to deliver it. At one point he raised beans. But there were a lot
of weeks when he would not even make five dollars.

P: Times were tough in those years for Floridians.

M: They were very tough.

P: As you said, we went into the Depression three or four years before the rest
of the nation; times were very bad in Florida after September 1926.

M: That is right.

P: Do you recall the two hurricanes of 1926 and 1928?

M: Very vividly. I was in West Palm Beach for both of those. The hurricane
of 1926 centered around the Miami area, but our family was concerned about
it because we had never been through anything like that before. We went to
the lobby of the Hibiscus Apartments, which was a three-story structure in
West Palm Beach. I think the family felt that with two stories above us it
probably could withstand the wind. After the storm we drove down to Miami,
and I can remember seeing the large sailing vessels two and three blocks
inland.

The hurricane of 1928 came when we were living in the Hibiscus Apartments.
Every building around us went down except that. The roof went off of the
other large structure nearby, the First Methodist Church. We were very close
to the high school in town, and it lost part of its roof, too. I can remember
the aftermath of the hurricane well. My father volunteered to serve in a'
corpse collection effort. There were a number of such groups, and Daddy
directed one of them. These were people who went into the Glades to find
corpses and dispose of them.


5










P: Moore Haven and Belle Glade?

M: Yes. At that point I was involved with a group that I had helped to start
which turned out to be a forerunner of Cub Scouts [of America]. Our family
went back to Mississippi every summer. While I was there I found that a
church in Meridian (which was I think the largest town in the state) had
sponsored a group of boys too young for Boy Scouts, which at that time was
for boys twelve years old. I was interested in that, so when I came back we
started a scout group like that here.

One time we were asked to come down to one of the defunct banks where
the Red Cross had carloads of food shipped in, and our job was to fill up
sacks as people would come up to the counter. We had a standard sack for
a family with coffee and beans and vegetables and whatever else there was,
and our job was to fill these sacks. I had always enjoyed mixed fruit because
one of my aunts had used it as a dessert in a salad which she froze and sliced;
that was quite a treat. As compensation for our efforts, we were allowed to
eat anything that we wanted to, and I asked for a number ten can of mixed
fruit and ate the whole thing. I would not touch mixed fruit for about fifteen
years after that!

P: It almost killed you!

M: That is right.

P: Where did you go to school in Palm Beach?

M: At all times I went to the Central School. I started in second grade there
and then continued through primary school. Then they had what they called
a grammar school, and I graduated from eighth grade. They reconstituted
that building as a junior high school, and I came back to the same building
the next year for ninth grade. After that I went into high school.

This was in the early thirties--specifically 1933--and no one was paying taxes
in Florida. It was a fairly common subject of conversation that probably the
Florida public schools were going to lose their accreditation. My family,
being very inclined toward the scholastic endeavors, felt they had to find
someplace for me to go to school that would be accredited. Toward that
end we went back to Tennessee, and I looked at the Webb School where
my father and his relatives and a number of other people I knew had gone.
But it was a very small country town, and they did not waste any money on
the physical plant. I was from the big city of West Palm Beach that had
25,000 people, at least in the winter time, so I felt that was beneath me. I
ended up at the McCallie School in Chattanooga, Tennessee. This was a
Presbyterian military school, and my folks were able to scrape together
enough money to get me started. Then I had a job washing windows in the
school which saw me through the rest of the year.

6











P: It was a one-year stay?

M: That was all we could afford. Then I came back to West Palm Beach for
my senior year.

P: As you were growing up in West Palm, was there any contact between people
in West Palm and the rich folks who lived across the bay in Palm Beach?

M: The people who lived in West Palm Beach were primarily the service
people--lawyers, accountants, caretakers, firemen, policemen, yard
maintenance people, etc.

P: Of course, that is what Mr. Flagler had planned right from the very beginning,
that the "good" people would live out of Palm Beach, and the second-class
folks would live inside.

M: It was always at the forefront of everyone's minds; that rich people lived in
Palm Beach and the rest of us lived in West Palm Beach. There was no
particular animosity because of that. That is just the way things were.

P: You did not mix? Their children did not go to your schools?

M: Not until high school, and the main children from Palm Beach who went to
our high school were children of the staff that the people brought down with
them if they had children. I know in particular that about ten families in
Palm Beach had their own tennis professionals that they brought down, and
several of the children of the tennis pros went to school with me. I know
that because tennis was my sport, and I competed against the children who
had top-flight playing fathers.

P: What were your strengths in school? What were the areas in which you were
doing the best?

M: I do not know whether it was the relatively low standards of the school or
if they graded on the curve and I just happened to be in classes where I
looked better than the rest of the students, but generally I was at the top of
my class, and I received two half-year skips.

P: Were the sciences particularly strong for you, or math?

M: There were no sciences. There was arithmetic.

P: Basic courses, then, were what was available for you in the school?

M: That is all that there was.


7










P: What did you do for fun? You said you played tennis.

M: I enjoyed reading a great deal, I liked to swim, and I liked to play tennis.

P: You went to the beach, then?

M: I went to the beach primarily during the summertime, but often during the
winter. Daddy would take me over and let me out, and I would go out and
swim and play out on the beach while he was doing something else. Then
he would come back and pick me up.

P: There were a few public beaches in Palm Beach?

M: Oh, yes.

P: And you swam in pools in town?

M: No, I never swam in a pool in Palm Beach until I was in college. I had a job
working for a landscape gardening firm making some money. One of the
beach clubs permitted people from West Palm Beach to belong for three
months for a total of fifteen dollars, and I could afford that.

P: Did they have municipal pools in West Palm?

M: I was not aware of any.

P: Where did you play.tennis?

M: I played tennis at Howard Park, which was the West Palm Beach municipal
park.

P: Did you have an active social life in high school?

M: I think my first date was when I was a sophomore in high school; a girl
invited me to a dance. Her father brought her, picked me up, took us to
the dance, came back and picked us up, dropped me off, and took her home,
and that was the only date I ever had with her. When I came back as a
senior I was invited to join a high school fraternity--there were two or three
that were very active at that time--and then my social life picked up a great
deal.

P: When did you arrived in Gainesville as a freshman?

M: In September of 1935.

P: Why Gainesville? Why the University of Florida?


8










M: I had a number of friends who were going there. I had been rushed by a
few fraternities up there, and people from outside of West Palm Beach had
come the summer before, and I felt that I knew some people there. I have
asked myself since then if I could have done better. I had a scholarship to
Rollins [College in Winter Park], but after the scholarship I still could not
have come close to affording going there. The University of Florida was the
place that people from here went, so that was just the sane thing to do.

P: Where did you live in West Palm Beach?

M: I lived in a number of places around, and I suspect that it was because we
would live somewhere until we got so far behind on the rent that we had to
move. I am not sure of that.

P: When you came to the University, did you live on campus and then move
around?

M: My first year I lived in a garage apartment in Gainesville with a friend from
here who was going to Gainesville. In the spring of my freshman year I was
offered the job of understudy to the treasurer of my fraternity, Alpha Tau
Omega, and that carried with it free rent and dues, and that was a significant
benefit. So starting after my freshman year I lived in the ATO house for the
next four years.

P: Where was the ATO house then?

M: The ATO house, at all times that I was there, was on Thirteenth Street.
When I first arrived at the University it was an old, green, two-story frame
building on the corner of Thirteenth Street across the alley from where the
house stands at the present time [at 207 SW Thirteenth Street]. I do not
recall what the side street was. It is where the parking lot is now. Then we
built a new house, and I think we moved into that in February, 1940. We
had a Valentine's Day ball to open the house. I lived there for a year, and
then I moved half a block south to a garage apartment, where I lived for the
remainder of my time at law school.

P: Did you work on the campus other than in this job at the fraternity house?

M: Yes, I had a job slinging hash at a restaurant which was located in the group
of buildings at the northwest corner of the intersection of Thirteenth Street
and University Avenue.

P: Would that have been the Varsity Restaurant?

M: No, that was the better restaurant. The one I worked for was not the better
restaurant. It was the second storefront west, and it was really a greasy
spoon. I worked there for a couple of years. I had ceased being an officer

9










in the fraternity, and when the fraternity moved into its new house we had
room for a lot more people. I was offered the job of making up beds, which
would pay for my food. At that time I also had a job as a student assistant
for Dean [Robert Colder] Beaty [dean of students]. Between the forty dollars
a month that I received there--I was well paid, and probably overpaid--and
getting free food, I lived in comparative splendor.

P: Oh, yes. You were one of the rich boys on campus. I am surprised you did
not have an automobile.

M: I did have an automobile for about a year and a half at the end of my second
or third year, I think it was. Phillip Morris had contacted the campus and
wanted to know if anybody wanted to distribute little packs of cigarettes, and
I found out about it some way and got the job. I was paid fifty dollars a
month to give away cigarettes for three months. I spent fifty dollars on a
Ford roadster, and I took that up to school with me. Then it looked like
times in Florida were getting a little better, and my folks thought that they
could help me out some more at that point, so we traded that car in on about
a 1932 Ford. I had that for a short period of time, but my father was not
able to keep up the payments on it, so we sold it.

P: Why did you decide to enroll in the College of Business?

M: Because I knew that I was going to have to earn a living. I had always
thought that I was going to go to law school. My father's expressed statement
from my earliest recollection was that if you are going to do nothing better
than dig ditches, then go into law school because it would help you dig a
better ditch. He felt that law school was an excellent foundation for anything
that you wanted to do. There was no particular strong guidance just to
practice law--the prestige of the law--but as a preparation for doing other
things he felt that training in law was good. So I went into the business
school to prepare for law school. I do not remember any problem about it.
My folks would have let me go into anything I wanted to go into.

P: You started out in the University College?

M: Yes.

P: All students had to take the University College curriculum. It was in place
when you arrived?

M: It was called the General College. My first year in Gainesville was the first
year that the University of Florida tried that General College program that
they had taken from Robert Maynard Hutchins, president at the University
of Chicago. We were the guinea pig class, and in each of our major courses
the syllabus was changed from three to five times during that year. We had
one examination in each subject for the entire year. We took three year-long

10










subjects, and two half-year subjects. We only had four classes that we were
going to at any one time, but each of those classes covered a number of
different disciplines.

P: Do you remember any of your instructors?

M: Not very well. I remember that those I encountered later on were among
those whose faces I first saw on campus, but they were primarily from the
College of Arts and Sciences. Since I only took speech classes in the College
of Arts and Sciences, I did not come into very close contact with them.

P: So your main contact with the professors were in the College of Business,
starting with Dean Matherly?

M: That is right.

P: Dean Beaty had his offices in what was then Language Hall, now Anderson
Hall. J. Ed Price was also in the office with Beaty, I believe. How did you
get to be Dean Beaty's student assistant? I presume you also worked, then,
with Price.

M: Yes. Price was of a much more exalted status.

P: Of course, you remember he was on crutches because he was a polio victim.
What did you do for Dean Beaty?

M: I started out doing various things of an administrative nature. After a period
of about five or six months I became the assistant to the dean of students
for fraternities, and my principal job was to be the interface between the
University and the fraternities. Primarily, when the fraternities would do
something that the administration received complaints about, then it generally
worked down to me. I was the point person who contacted them and
suggested that they mend their ways before some type of more stringent
action would be taken by the University.

P: Were you in sports on the campus?

M: I was active in intramural sports, but I never played a varsity sport.

P: Were you still continuing with your interest in tennis?

M: I was active in intramural tennis, in handball, and it seems to me one or two
others.

P: Describe the campus as you remember it in the thirties.



11










M: The campus had a few buildings scattered around on a very large and, what
appeared to me, a very spacious campus. When I arrived our class had 3,500
students, and it was the largest class the University had ever had. There was
concern about how they were going to manage a university of that many
students. I think that the overriding memory that I have is of the friendliness
of the campus. There was a great deal of emphasis on being friendly and
speaking to everyone. As I recall, in almost every instance, when you passed
somebody you spoke to him. After a period of time you knew most people's
names. If you did not know the name, you were at least familiar with their
faces. Wherever you went, my recollection is that there was a great
camaraderie among the students.

P: Did you ever get downtown, or occasionally eat at the Primrose Inn?

M: When my parents would come to town, which was very infrequent, we ate
at the Primrose Inn. Also, Byron Winn, whose parents owned the restaurant,
was a fraternity brother, and Judy Winn, his pretty, younger sister, was there,
and she was always an attraction for those of us who could manage to finance
a meal there.

P: What about social life on the campus in the thirties?

M: Social life on the campus for a fraternity person--and that is all I can speak
for since I got started early and continued through my entire career in that
capacity--was primarily centered around dance weekends. We had a dance
weekend in the fall, Fall Frolics, and we had a so-called military ball in
February, as I recall. There was also so-called "house parties," which was
during spring break, in which the boys in most of the fraternity houses would
move out of the house and invited girls would move into the house. There
were a few girls who lived in Gainesville, and theirs must have been a very
happy existence because they had their pick of innumerable dates.

We walked to town. The ATOs had one of the larger active chapters.
There was a good deal of pejorative conversation about who was trying to
pledge the most boys in order to afford the house. We and the SAEs [Sigma
Alpha Epsilon]--and the Phi Delts [Phi Delta Theta] a little later--became the
principal butts of the conversations that we were just running up into
excessive numbers. I think we had about 110 active members at one time.
But, even with that, at one point we only had three cars, one of which
belonged to a student assistant in the agriculture school who lived in the
house. He was getting real money; he had a real job. So walking was the
main activity. You walked to town when you had a date, or your date got
herself to the fraternity house. Then you walked over to what was then the
new gym, which was a wooden structure. You walked from Thirteenth Street
over to just about where the athletic fields are now.

P: Right near the infirmary. Were you in Florida Blue Key?

12











M: No. After I moved back to Florida with this job, I was invited to join as an
honorary member, and did, but I was not exalted enough at the time that I
was a student.

P: What about your course work at the University in the College of Business?
Were you taking the traditional courses in accounting and economics?

M: I intended to major in accounting. I had enough courses in speech to major
in speech if I had stayed in the College of Arts and Sciences, but about
midway through my third year I shifted from the College of Arts and Sciences
over to the College of Business Administration. I just took the regular
courses that they had.

P: When did you graduate?

M: I went into law school on the six-year program where during your senior year
you could go into law school, and they would count some of your other work
in the undergraduate college as electives. The undergraduate college would
count some of the law courses as electives. Actually, because I had spent the
second and one-half of the third year pretty much concentrating on speech,
I had to wait until three and one-half years before I could get into law school
in order to complete my business administration degree.

P: Did you carry a B.S.B.A. into law school?

M: No, I did not get a degree until I graduated from law school.

P: Did they then date that degree from business to 1939?

M: No, they dated B.S.B.A. and LL.B. from 1941.

P: I see. Both of yours date to 1941, even though you completed the work two
years earlier.

M: That is right.

P: The law school curriculum was three years?

M: Yes.

P: So you took courses in your senior year.

M: I entered law in the second semester of my senior year, and I then went to
summer school every summer.

P: And law school was then in what we call Bryan Hall?

13











M: That is right.

P: I know that [Clarence John] TeSelle and [Clifford W.] Crandall were on the
faculty. Who was the dean at that time?

M: [Harry R.] Trusler was the dean. Crandall, TeSelle, and a much younger
man were teaching. We had only five on the faculty. Later on [William] Bill
McRae came on, I think, about my senior year.

P: Everything was in one building, including the library.

M: Everything was in one building.

P: And you got dressed up every day in a tie and a jacket to go to class, right?

M: No. Never.

P: I thought that was required of law school students.

M: No. Never.

P: Everybody else on the campus always thought law students tried to show off
by getting dressed up.

M: Sam, you came along at a time somewhat later.

P: Well, I remember seeing those students showing up and hearing about them
shuffling their feet on the floor and doing all of those other things.

M: That was done for Dean Trusler. Dean Trusler lectured with his eyes closed
and his head down. He never looked at his watch, and we knew he would
run overtime, so the students would shuffle their feet and that was the signal
for him to quit. Occasionally there would be those who would shuffle their
feet at fifteen minutes before class was supposed to end. He would never
look at his watch, but he would find out subsequently what had happened,
so he would then reprimand the class for having fooled him.

P: You graduated with your law degree in 1941.

M: Right, at the end of the second semester of summer school in 1941; the end
of July 1941.

P: Just a few months before Pearl Harbor.

M: Ten days before I reported for active duty at Camp Blanding [near Starke,
Florida].

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P: The war had started in 1939.

M: The war had started in Europe in 1939, and I think everybody thought we
were going to be in it. Since we were an ROTC [Reserve Officers Training
Corps] school, most of those in law school had reserve commissions at that
point.

P: Was that true of you?

M: Yes.

P: You had taken the four-year ROTC program?

M: That is right, I had a reserve commission in the infantry. It was general
knowledge at the beginning of each semester that someone had seen or heard
of a definite commitment to call up the reserve before the end of that
semester, so only the two girls in class and a few others who had access to
their notes ever studied during the semester. Then you would go two weeks
before the end of the semester without being called up and recognize that if
you were going to pass you had to start studying. So the great majority of
people, including me, did less than you would like to have done toward
studying during the semester, and we really had to cram it right at the tail
end.

P: You said there were two girls in your class?

M: We had girls in law school and girls in the school of pharmacy. Those were
the only two schools that permitted girls, as I understand it.

P: Actually, there were girls in other colleges by then, like agriculture and arts
and sciences. If you will recall, we had two girl cheerleaders in 1938, both
of whom are still living. When did you go into the military service?

M: August 10, 1941.

P: You reported at Camp Blanding?

M: At Camp Blanding.

P: What was your military career? You went in as a second lieutenant in the
infantry.

M: No, I had decided in my last semester that there was no point in trying to
go out and to practice law. I had no family connections that would get me
a job. There was a joke going around that someone had graduated at the
middle of the year and gone out to look for a job and had come back and

15










discussed his situation with others in the law school. He said that he had
found one fifty dollar a month job and two jobs that paid even less. So I
wanted, then, to get into the army as soon as I could after I graduated.

I went out of channels and found out the name of the chief personnel officer
for the administrative unit for the 4th Army Corps area. I wrote him and told
him that I was about to graduate from law school and that I wanted to go
on active duty immediately. He wrote back and said that they did not need
any infantry officers, but he noted I was graduating from law school, and
they did need a person with a legal background in a military police unit. If
I wanted to take a transfer to a military police unit, they would let me come
on active duty immediately.

P: With your rank as second lieutenant?

M: As a second lieutenant, right. So I went into the service with the 204th
Military Police Company, which was the Fourth Corps Military Police. They
had gone to the Louisiana maneuvers, which was the first large-scale army
maneuvers that the United States ever had. They ended up with about a
half-million people, particularly in Louisiana. I found them out there after
the army, in its wisdom, finally sent me. I stayed with the 204th M.P.s until
the spring of 1942. While I was with them we were responsible for a number
of military police duties, primarily involving the corps headquarters, but also
involving general police duties. We provided the function of traffic cops for
the large military motor convoys that were going into the area. We also
provided law and order to a certain extent. At one point my job was to close
down a number of black whorehouses in central Louisiana and a number of
what we called in those days "jook joints." I often wonder how I came out
alive--I believed at that time that a lieutenant had a great deal of standing
and that any order that I gave would be obeyed. I would go into a small
room that was absolutely crammed, and my Jeep driver and I would get
everybody out of the place and close the place up. I had no means of
compulsion other than my rank, and someone could have hit me on the head
with something and it would never have been known who it was. They could
have stabbed me and no one would have ever been able to put the blame on
anyone.

P: If you will recall, the jook joints were very much a part of the Gainesville
environment in the late 1930s.

M: Very much. This seemed to be a word that had traveled throughout the
South; it was not known to divisions that came down from New England.
As M.P.s we had general activities like this, but I really wanted to get into
the infantry. I found a friendly senior officer who arranged for my transfer
back into the infantry, in this case the 149th Infantry, which was the Kentucky
National Guard and was stationed at Camp Shelby outside of Hattiesburg,
Mississippi.

16











P: What date did you make that transfer?

M: That would have been either March or April of 1942.

P: Were you still a second lieutenant?

M: Yes.

P: So you moved to Camp Shelby, Mississippi. Then what?

M: I was back in the infantry, and I found myself in the Kentucky National
Guard, where any officer who got anywhere had worked for a whiskey
company in Louisville. If you were not in whiskey you did not get anywhere.

P: What do you mean by in a whiskey company?

M: You had to work for one of the distilleries. I would like to deviate, if I may,
back to my M.P. days. I had spent the night of December 6, 1941, in Daytona
Beach. I had a date. I was driving back on Sunday morning when we got the
word about Pearl Harbor. At that time there were two divisions in Camp
Blanding, and these were moved out that Sunday night and the next morning.
About two days later I was moved with a detachment of people to
Jacksonville, and my job was to guard the highway and railroad bridge over
the St. Johns River. There were about thirty-five of us, and we were
stationed in the downtown armory. Our job was to keep the Japanese from
coming up the St. Johns River and blowing up the bridges, and since those
bridges were never blown up, it is obvious that we did a very good job.

P: You lived in the armory?

M: I lived in the armory, and I was there for about five or six weeks.

P: That is on Liberty Street in Jacksonville.

M: I do not recall that. It was right across the street from a public park
[Confederate Park], and, as the only officer, I was the recipient of some
complaints after a week or so from various mothers about the actions of my
troops toward their daughters. When I investigated I found that, at least in
some instances, our troops were waylaid by groups of girls who hid in the
bushes in the public park when these boys were off duty at night and would
walk out there. I had a very interesting time trying to reconcile the anger
of the civilian populace with the reality of what was actually happening.


P: Morality, morality.


17










M: Right. Back to 149th Infantry. In my particular company I was a platoon
leader; in fact, I was the executive officer of a company, and my particular
company came from Harlan County, Kentucky, which is a coal mining county
in eastern Kentucky renown for its feuds. Neither the Hatfields nor the
McCoys came from there, but they came from the neighboring county. When
these boys went AWOL [absent without leave], nobody went in after them,
neither the M.P.s nor the civilian police. For various other reasons we lost
members of the original group. We received a contingent of ex-coal miners
from western Pennsylvania, and I was given the job for the regiment of
running a rifle/marksmanship school. My Kentucky regiment had held the
record in the National Guard for marksmanship, and I was now charged with
taking a bunch of coal miners from Pennsylvania who did not have the same
tradition of marksmanship that the Kentucky mountaineers did, and I did not
relish that the least bit. I was looking for some way to get in another infantry
outfit, but I was told there were no transfers under any circumstances.
However, I saw published on the bulletin board a request for volunteers for
the parachute infantry, and I volunteered for that. That immediately cost me
a promotion, but ultimately, after about two months, it resulted in my being
transferred to the parachute school at Fort Benning, Georgia in August, 1942.

P: What rank did you hold when you went there?

M: I was second lieutenant.

P: When did you get first?

M: The next year. I became one of the oldest second lieutenants in the army.

P: You stayed in the parachute infantry until the end of the war?

M: That is correct.

P: Tell me about the rest of your military career.

M: In my second week of training of a three-week training course at parachute
school I managed to break a leg, so I was laid out for four months.

P: How did that happen?

M: They had two or three of these towers that they had originally built for the
1939 World's Fair. They were about 300 feet high, and they would pull you
up on that and then release you, which gave you the feeling of falling down
in a parachute. I came down, and I think I was scared. In any event, I was
very stiff and I came in sideways, breaking my lower leg.

P: So that laid you up for quite awhile.


18









M: That laid me up for awhile, and then it kept me from proceeding through my
parachute course until the army felt that the bone was strong enough to stand
the shocks of parachute landing. Then I proceeded on through the school,
and I was assigned to the 504th Parachute Infantry, which was a member of
the 82nd Division and was stationed in Fort Bragg, North Carolina. I was
with them for only a short time because they were in the last stages of
training to go somewhere.

I came in from an all-night problem [field exercise] in February of 1943 to
find that I had been transferred to the Chemical Test Section of the Airborne
Research and Development Office, which was located at Fort Bragg. I
protested this at the regiment level, and they sent me to the division level.
I protested it there, and they told me that my complaints would make no
difference because it was not the division that was sending me--it was an
order from Washington. It was only afterward that I found out there was
another Lieutenant McDonald in the regiment. He was a chemical engineer
who did not want to go overseas. He had some influence, and he had
arranged for somebody to send Lieutenant McDonald from the 504th over
as the chemical officer, and they got the wrong McDonald. I do not know
whether he actually got overseas or not, but I do know that they took him
to the port of embarkation, at which point he went AWOL and called his
family (or somebody) and said, "Get me out of here!" I showed up as a
chemical officer, and I had never even taken chemistry in high school. So
I was with them for only a short period of time.

Meanwhile, a new parachute regiment, the 517th, was being formed, and its
commanding officer was recruiting officers. I was probably the senior second
lieutenant in the army at that point, so I was one of the five officers who
formed the 517th Parachute Infantry. I was given Company A, the first
company. This was when the draft was starting taking eighteen-year-olds,
and we were about to receive the first crowd. We had a regiment of
parachute infantry, a battalion of parachute field artillery, and a company of
parachute engineers. Total personnel was less than 2,000, and we went
through over 14,000 young men in selecting the people whom we wanted.
In fact, toward the end the army complained and made us quit being so
selective, saying that our requirements were tougher than those for OCS
[Officers Candidate School].

P: Were you still operating as a second lieutenant?

M: I was a second lieutenant, then, for about another three months. As a
company commander I was promoted to first lieutenant. I finally made it.

P: How did your family react to this business of your volunteering for the
parachute infantry?



19










M: My mother did not react affirmatively at all, particularly when I broke a leg.
At that point, some of her worst fears came true. My rationale to her initially
had been that it is a lot safer to come down by a parachute in a place where
there will be no enemy--and that was the theory--than to come across a beach
where there is bound to be somebody shooting at you. Things did not work
out that way, in either theory or in practice, but that was my pitch.

P: What happened after Fort Bragg?

M: This regiment was being activated at Camp Toccoa, Georgia, which is
east-northeast of Atlanta in the middle of nowhere.

P: Another beautiful place.

M: Its only claim to fame is that it had a large coffin factory. We were the only
people in this camp.

P: The army was really sending you to the select resort areas, I must say.

M: That is right. Our battalion got the first people who came in, and after we
filled up the battalion we went through the standard thirteen-week basic
training course. Then we took the battalion to Fort Benning for jump
training, after which we came back to Camp Toccoa. As other units in the
command filled up they would come down by battalion for jump training, and
we were taking the boys through the advanced jump training until we got the
entire group through. At that point we went to Tennessee, where they had
a large maneuver--not the size, however, of the Louisiana maneuver of 1941.
This would have been January or February of 1944, I guess.

P: Things were shaping up for D-Day.

M: We had become a part of the 17th Airborne Division, but it was felt that our
state of readiness was superior to that of the rest of the division. So they
pulled us out and made us the 517th Parachute Combat Team, and we were
a separate unit. We were sent to Italy as a separate unit.

P: When did you arrive there? That summer?

M: We arrived there in either late April or early May, I think.

P: Did you travel by ship?

M: We came by ship, right. We then began to be attached to any larger unit
that needed troops that could be moved easily.

P: So far you have not been involved in any battle activity.


20










M: That is right. Things were fairly static for awhile because the battle for
Monte Cassino held up everything. Then came the Anzio beachhead landing,
which did not get anywhere. So when they planned the breakout for those
two, we were attached to one of the units (I have forgotten which one), and
we acted as foot troops for the remainder of our time in Italy, which was into
the beginning of August. I think we were within binocular view of the Arno
River--which is as far north as the American army got until the end of the
war--when we were pulled back into the area outside of Rome and started to
prepare for the jump on southern France, which took place in August of 1944.
We were to relieve the pressure on the Normandy beachhead.

P: When did you first get into battle?

M: I am guessing that it was in late May or early June of 1944, but as foot
soldiers. We were infantry; we were not parachute infantry.

P: Did you get back into the infantry before the end of the war?

M: No, never.

P: So all of that valuable parachute training went for naught.

M: No, because we jumped in southern France. While they used us mainly as
infantry we were--in theory--supposed to jump on a location and in two or
three days the armor would come in and relieve us, and we would be pulled
out. When we got into southern France, on two occasions we were on the
line for over 100 days, which is a pretty good length of time for anybody.
We did not have the logistical backup or the weapons. Our strongest weapon
was a 75mm Pack Howitzer that we had carried around on mule back in Italy.
We could see them hit the southern extension of the Maginot Line and just
ricochet off. We could not make a dent on it.

P: When did you move up from first lieutenant to captain?

M: Just before we left the United States I was made the assistant operations
officer for the combat team, and I served in that capacity, then, and I got my
captaincy when we were in southern France.

P: What about your rank as major?

M: That rank of major came at the very end. When the war in Europe ended
our combat team received an assignment to report back to the United States
for thirty days of R&R [rest and recreation]. We were then to assemble at
San Francisco for transportation to Luzon [Philippines] to jump on Honshu
[Japan].

P: They were moving you to the Pacific theater.

21











M: That is right. Everybody who had over seventy-five points, I believe it was,
could get out. There was only one other officer of the five who had founded
the combat team who were still there, and I decided that I had started it and
I was going to stick with them. I had more than enough points to get out,
but I did not. As a great mass of people left I had become a company
commander at that point, and I became a battalion executive officer.

P: You saw action in Italy and France in the European theater.

M: France, Belgium, and Germany.

P: I see. You moved on up.

M: That is right. I was the plans and training officer just following the Battle of
the Bulge. Our operations officer had to go into the hospital right at the
end of the Battle of the Bulge, and I took over at that time.

P: When were you discharged?

M: I was officially discharged at the end of June, 1946. I say "officially" because
I had a lot of accumulated leave and I actually left Fort Bragg at the end of
March, 1946.

P: You came back to the U.S. for this R&R.

M: I came back to the United States and went home. By that time my family
had moved back to my mother's home in Mississippi. Then I reported to
camp to find that the army should have told me that I had a two-week
extension of leave, but that information never reached me. At that time, I
had decided that, in the furtherance of my career, I had better have
something besides a five-year old diploma from a law school. I had been
told that the thing to do was to certify as a CPA [certified public accountant],
and I thought you earned a CPA by going to a graduate business school. I
first thought of getting a refresher course at the Harvard Law School. So
I went up there during the two weeks that I was hanging around Camp Bragg
with nothing to do.

I went up to the Harvard Law School and talked to an old gentleman who
was the dean of the graduate law school. While the dean of the overall law
school had been very pleasant, the dean of the graduate law school was not.
I guess he had never left Harvard, because he let me know that he did not
consider my legal education adequate--I had not taken it at Harvard. But
since I had fought for our country he would let me in. I was wearing a
summer uniform in late September, and it was twenty-eight degrees outside.
The weather and his reception were about the same degree of warmth, and
I decided I would not go to Harvard under any circumstances. I went back

22










to camp. I had a friend who lived in suburban Philadelphia who told me
about something called the Wharton Graduate School of the University of
Pennsylvania. I had never heard of it, but he said it was a good school. I
applied for entry to Wharton Graduate School of the University of
Pennsylvania.

P: Did you go under the GI bill?

M: I did eventually, but I could not get out of the army. When I got back to
Fort Bragg and found out that the Japs had surrendered, I had no continuing
incentive to stay in the army. In fact, the army had become a very difficult
place to be because the mothers and ministers were taking over the army.
If you did something to "Junior," why, all of a sudden you were notified by
Washington that you could not do that anymore. So I tried to get out, but
I could not. The end of March was the earliest I could get out. In the
meantime we were urged to apply to take a permanent commission, and I had
taken an examination for a permanent commission, my notice of which
arrived about ten days after I had already gotten to the Wharton Graduate
School.

P: When did you go to Wharton?

M: I was rather enamored of a young lady who lived in Greensboro, North
Carolina. I thought it would be good for me to have some exposure to
college before I got to graduate school, so I went to the spring quarter at
the University of North Carolina at Chapel Hill. I got there about the first
of April and stayed through about May of 1946. I then had a few days, and
I arrived at Wharton in about the middle of June.

P: Was the program at Wharton a two-year program?

M: It was a two-year program, but I was in the last accelerated course, and we
went for twelve months.

P: When did you get your M.B.A.?

M: I got my M.B.A. in about the middle of June, 1947.

P: Were you happy at Wharton? Was that a satisfactory program?

M: It was the most strenuous activity that I had ever subjected myself to. The
time you would generally spend in preparation for a class ran twelve to fifteen
hours. We had one day off for Thanksgiving, we got one day off for
Christmas, and we got one day off for New Year's--that was it. We went six
days a week. I had one date in that period of time. I got to New York to
see about three shows, and my principal entertainment was going down to the
gym and exercising.

23











P: But you were able to get everything done in twelve months?

M: I was able to get everything completed because they gave me credit for some
of the work I had done at the University of Florida. Had they not done that,
I would never have completed the program in that period of time.

The business school did not award a C.P.A., and I found out that I would
have to go work for a C.P.A. firm for at least a year before I would be
qualified to take a C.P.A. examination. I began looking, then, for a C.P.A.
firm. I thought first of Greensboro where the young lady with whom I was
enamored lived. I also thought of West Palm Beach where. Although I did
not have family there anymore, I had a lot of background. I also had a friend
who had been in a course with me, and we were the only two Southerners in
a Yankee class. We were quite the butt of a lot of jokes because of our
speech, so we developed quite an affinity for each other. When he got an
offer from a bank in Houston he urged me to go down there during my spring
break for an interview. Consequently, I wrote to some firms in Houston, and
I went down to interview. I had gotten no encouragement from other places
that I had looked for a job.

P: Where did you get a job? What company did you go to work for?

M: It was a company called F. G. Masquelette & Company--F. as in Frank and
G. as in George.

P: What kind of a salary did they offer you?

M: They offered me $275 a month--$250 a month for my M.B.A. and $25 extra
for my law degree.

P: Was that a good salary for those days?

M: I could have gotten as high as $350 or $375 if I had been willing to live in
the North, but I had told the people at Wharton that I was not interested in
anything above the Mason-Dixon Line.

P: So you went to Houston.

M: I went to Houston.

P: You were still single; you were not married yet.

M: I was still single.

P: So you have not hooked up with that lady from Greensboro.


24










M: That is right.

P: What did you do for this accounting firm where you began working in
Houston?

M: Because I had a graduate business degree, and conceivably because of my
military rank and law degree, I was made a senior accountant immediately.
I was supposedly guiding people who had worked in the firm for a year or
two already.

P: Although you were fresh.

M: Even though I was as green as could be. I performed the usual jobs of a
senior accountant. We would go out and check over the accounting system
that a company had, and we would then go through and pick out usually two
months of their detailed transactions and go through every item of that to see
if they were in conformity with the magic term "generally accepted accounting
principles."

P: Things were not quite as complicated then as they are now, I suspect.

M: No, things were not nearly as complicated then as they are now. However,
I managed to overlap the era of the old stand-up desks. The ladies who had
worked for one company for fifty-some years wanted no part of any kid
coming in, C.P.A. firm or not, and explaining to them anything about what
they had been doing very satisfactory since before this kid was born.

P: I can see you had a very warm and cordial reception in that office.

M: The first such reception that I got was from a firm in a little town called
Liberty, Texas. The people who we audited were the big entrepreneurs in
town. They had a hardware store, an undertaking business, a wholesale
grocery store, and a garage where they sold gasoline and a number of other
things. The one thing that interested me from that was the preceding year
they had sold $1 million of snuff, and that is a lot of snuff!

P: So you worked for this firm for two years.

M: I worked for them for a year. Then I took my C.P.A. exam and passed it.

P: You passed it the first time?

M: Yes. I was given credit for the law part, so I really had to take only three
parts of it. I had gotten a very good grounding in the other three parts of
it at Wharton. We had an excellent course in accounting practice. I thought
I was going to flunk it; I received a D on it, but I managed to get by. It was
so different from the normal "add up the columns, take your ruler and draw

25










a blue line and write in red what that is, then draw two lines underneath that"
and this other stuff that we had been going through.

P: What happened then? You get your C.P.A.

M: I started studying for the bar examination.

P: In the meantime you had taken the Florida bar?

M: I did not have to take the Florida bar exam.

P: That was automatic?

M: That was automatic upon graduation from the University of Florida. Florida
gave reciprocity to hardly anybody from out-of-state at that point.

P: Or now.

M: But less so then. They were afraid that doctors and lawyers and dentists
were going to move in from the North and that they would still want to do
a little practice and that they would spoil the business for those whose entire
careers were spent here and who needed what little practice there was.
Florida until the end of the forties had a comparatively small population, and
its south Florida population was non-existent in the summertime. It was not
until residential air conditioning came in the early fifties that Florida really
started to grow.

I then started to study for the Texas bar exam, and I found that very difficult.
Texas had community property law, which was very unique at that time.
Florida had nothing like it. When I went to law school, Florida's common
law followed an English act that had been initiated in the 1850s. It lasted
only a few years before they [the English] changed it, but it provided
[Clifford W.] "Pop" Crandall [professor, University of Florida College of Law]
with a background to write the only book on the subject [A Treatise on the
Practice in Actions at Law in the Circuit Courts and Supreme Court in Florida,
1928]. You had to buy a new Crandall book in his class because the class was
so small he could see everybody, and a used book did not count. He wanted
what little royalty he got from those new books.

When the time came to take the bar examination, I felt that I needed to take
a cram course. The Texas family law and property law were so influenced
by the unique type of law of community property, which they had taken from
the Mexicans, that I needed to spend full-time for several weeks on it. So
I quit my job with the firm and went to Austin, Texas, where the bar exam
was going to be held, and took a cram course for five or six weeks.
Meanwhile, my accounting firm had broken up because of some ill will among


26










some of the partners, and I was offered a job as a junior partner if I would
come back with one of the factions, so I went back.

P: Was the name changed?

M: No, it was not changed at that point. I stayed with them until I was notified
that I had passed the bar exam. Within a month, I was offered a job as the
controller for a small group of oil people. They wanted me to be their land
man; they wanted to take advantage of the law side. They wanted me to be
the person to go out and get leases, since I knew the proper forms to fill out,
how they were filed, and things like that.

P: You would be going as a lawyer or as an accountant, or was this a
combination?

M: I was working as both, but I was going into the field in trying to secure
mineral leases and then "running" property records. Then, when I was back
in the office, I was in charge of a one-man staff to do the bookkeeping. I
did the somewhat high-level accounting for them, such as preparing tax
returns.

P: Your office was back in Houston again?

M: It was still in Houston.

P: You returned from Austin after you took the bar examination?

M: That is right. The work was all right, and I was with them until I decided
that I really wanted to be a lawyer. I then applied for a job as a lawyer with
the firm of Butler, Binion, Rice, and Cook.

P: You were still in Houston?

M: Yes. I was the seventeenth lawyer in this firm that was located in Houston.
I was primarily a tax lawyer, but I also did oil and gas work, property work,
and general corporate work.

P: Did this law firm accept all kinds of cases? Was it a general practice?

M: They did not do any criminal work, but they accepted all kinds of civil cases.

P: Was this an old firm, a prestigious firm?

M: The lead partner was Jesse Jones's nephew, and we had Jesse Jones's interests
and bank.

P: That made it a prestigious firm, then.

27











M: That made it a rather prestigious firm. I became the number two tax lawyer
for Jesse Jones, and it was a very interesting position.

P: Maybe we should identify Jesse Jones.

M: Jesse Jones was a man who had been a real estate entrepreneur and a banker
in Houston, Texas, and was brought to Washington [DC] by Mr. [Franklin D.]
Roosevelt to head the Reconstruction and Finance Corporation [RFC]. That
was the entity that provided money to businesses that did not have a strong
enough financial statement to obtain financing through any other source.

P: He became a great power during the New Deal period.

M: He became a very great power during the New Deal period.

P: He was still living (obviously) at the end of the forties when you were
associated with the firm.

M: That is correct.

P: And you did work with him.

M: I worked with him. I was the number two man, but I had occasion to be
with him. Mr. Jones would call in his staff, which was small, and his advisors
on New Year's Day, and he would tell them what he was going to do for the
next year. He had the most complicated real estate transactions I had ever
heard of until about the last ten years.

P: He was a grand old man in Texas, in the South, and in the nation.

M: He was very forward thinking, and his imagination added value to real estate
parcels. As an example, it is well-known that a parcel of real estate that is
on a street has a higher value than one that does not have street frontage.
He put arcades in his building and enhanced the value of the store space in
the arcades because, while it was not worth quite as much as being on the
street, it was worth more than if it had just been interior to a building.

P: He provided that access.

M: That is right. He also seriously considered generating his own electricity
during that period of time, as I subsequently found out.

P: In terms of your work with him, did he play any kind of an important role in
your career, or was he just a person for whom you worked?



28









M: I just worked for him. He was a well-known person who had extremely
interesting work. A part of my job was fighting cases that involved what he
had done with his own personal property in the thirties, and this was in the
late forties to early fifties.

P: How long did you work with this firm?

M: I was with that firm for a comparatively short period of time. I guess it would
have been 1949 to 1952. At that point I received an offer to become the
treasurer of an interstate barge line.

P: Was this the David C. Bintliff interest?

M: Yes, that is right. Mr. Bintliff had a mortgage banking company, he had a
lot of real estate, he had a lot of personal oil interests, and he was one of
four people who had set up an interstate barge line to provide a job for his
brother. Part of my job was to be the treasurer, and part of it was to keep
an eye on his brother.

P: Your old M.P. experiences were coming back into play. [laughter]

M: I stayed with them and got some practice before the Fifth Circuit Court of
Appeals, which was in New Orleans, in working with the Interstate Commerce
Commission on various permits for the interstate barge line.

P: But Bintliff was still based in Houston?

M: Yes, that is right.

P: How old were you by then? You were born in 1918, so we are moving up
a bit in years. You were in your middle thirties.

M: I had gotten married when I was thirty-three, and that was when I was still
in the law firm. I was not yet with Bintliff.

P: I see. So you went with Bintliff when you were in your mid thirties.

M: That is right. I stayed with him until his brother could not stand me, and he
fired me.

P: Mr. Bintliff fired you because of his brother's complaints?

M: His brother fired me. Mr. Bintliff, being very embarrassed at that point, gave
me a job as his comptroller, which meant working with all of his interests.
My job was to try to do the logistical backup for him. It was said of him
that if he did not have two new deals working by 10:00 every morning he got
a stomach ache. He was a man who had a lot of balls up in the air, and he

29










made a lot of money. But he was under intense pressure, and he kept
everybody else under that, too. I was with him for a while.

P: Was your income also going up as you were moving from these [positions]?

M: Nominally. I have forgotten what I was paid. I got a little bit more, but not
much. I still was not in the classifications that you see around here. When
I started practicing law and received $400 a month.

P: That is a lot better, though, than that $50 a month that guy was reporting
back in 1941.

M: That is right. I think that by the time I went with Bintliff I was getting about
$500 a month. It was somewhere close around there.

P: That was not easy street. It also seems to me that you were being offered
jobs--you were not having to go out and look for positions.

M: After the first time, which was when I got out of school and went to work
for the accounting firm, every job that I took, somebody came to me about.
I was then approached by four other young men, all of whom had some
inherited money, to start and run a mortgage banking company, the
Investment Company of Houston, and I decided to go into that. I stayed
with that until it became insolvent in 1957.

P: I see a Columbian development corporation in your dossier. Is that this
investment company?

M: This was a subsidiary of that. Houston was growing very fast because of the
oil development and the growth. There was a lot of financing and mortgage
banking activity, too. Everybody in Texas did things on somebody else's
money. People thought that the rich oil people were putting up money.
Well, the rich oil people were in hock up above their ears.

P: That kind of reminded you of the Florida boom of the twenties.

M: I was doing general financing things, but we really got into it a little late.
The northern savings banks and other insurance companies had all gotten
what they called their servicing contacts. This meant getting a contract with
a large bank or an insurance company and servicing their loans. In other
words, you ensured that people paid every month. If they did not, you went
out and collected or you then initiated action to kick them out if they did not
pay. You checked to see the condition of the property, saw that it was kept
up, and things like that.

P: Did the name Columbian have any indication that you were working outside
of the U.S.?

30











M: The reason we called it that was that we had an opportunity to become
participants in oil leases in Columbia, South America. We obtained two
drilling rigs and actually had drilling operations in Columbia for about a year.

P: Why did the firm become insolvent?

M: Because things we were doing like this did not bring in enough income. It
cost money to keep trying to get into new ventures, and we just never hit
something that made money.

P: You did not have the cash flow that was needed?

M: That is right.

P: Had you bitten off more than you could chew?

M: We were not making it in the mortgage banking business. We originally
thought we were going to be able to go in and get one or more servicing
contracts that would have taken care of the overhead, and then we could go
into other forms of activities. But we were never able to get any servicing
contracts.

P: How did the company terminate? Did it dissolve? Did it go into bankruptcy?

M: It just became insolvent.

P: And that left you, then, without a job.

M: That is right. This occurred at the same time that I came down with hepatitis
that I had picked up in South America.

P: Did you have a family?

M: I had a family with one child and a pregnant wife at that point. She had
about $200 a month of inherited income, and we lived on that while I was
looking around. I was walking down the street one day, and one of the
partners in the accounting firm I had been in saw me and hollered at me.
He said that the senior partner who had broken away from the firm before
to form his own firm wanted to talk to me. He wanted me to do what is
now called management services work. In other words, he was not auditing
but being a business consultant to people. He enjoyed that. I remember
how shocked I was the first time that I reported in to him back in 1947, and
he said, "Do not worry about trying to find a few pennies. We are trying to
help our clients to make money, and we are not going to worry about a few
pennies." Well, all through school I had been taught that you kept going


31










until you got the last penny. He was a very broad-minded man. His name
was E. L. Bruhl.

P: Obviously, then, your contact with him paid off because you sound like you
moved into that operation.

M: I moved into that business and became a leg man for him. We had a client
who had owned the largest pipeline construction company in the world.
When things slowed down in the United States, he moved it to Venezuela
where there was a lot of work. Then the bottom dropped out, so he brought
back a collection of used machinery. There was not any business in Texas,
so he moved out to the Four Corners area [the geographical point where
the states of New Mexico, Colorado, Utah, and Arizona meet], specifically
around Albuquerque [New Mexico]. He found somebody there who was
willing to give him something that might be of value--namely some mineral
leases--for his old, used-up equipment. The fellow who owned the mineral
leases did not think they were worth a darn and thought he was getting
something of value in this old, worn out equipment.

P: Who was the fellow coming back with the equipment?

M: I will have to try to remember his name. Anyway, the swap was made, and
the old, worthless leases turned out to have a large supply of uranium, which
our client then swapped to Kerr-McGee Oil Company for their stock. It was
owned by Senator [Robert] Kerr [from Oklahoma] and a fellow named
McGee, and it was a sizable oil company. They.were giving our client enough
dividend income that he was about to fall into a category of very high
taxation. My job was to find operating activities for him that presumably he
could make money at and also shelter his income. So I spent a good deal of
time looking for activities that he might get into.

I also spent a good deal of time with Roy Hofheinz, who at times was the
mayor of Houston. He built the Astrodome. When I was with the
Investment Company of Houston, I had managed to secure $1 million'for
him, which saved everything that he had. He had been in an unsuccessful
political campaign, and the man who had promised to bankroll him forgot
about him when he lost the contest. I secured a $1 million loan for him that
let him get a breathing spell until he could do something with some of the
real estate that he had.

P: I want to make sure I have all of these transitions in order here. You
connect with the former senior partner of what accounting firm?

M: Masquelette, Bruhl, and Company.

P: I understand that you were also connected with the Sinclair Oil and Gas
Company.

32











M: We are not quite there yet if you are going in chronological order.

P: I also have the Columbian Development Corporation from 1956 to 1959.

M: It was still in existence, but let me say it was probably until 1958. It and the
Investment Company of Houston were co-existent. Anyway, I was doing this
kind of work, plus giving some advice to Hofheinz on some of his business
activities and to some of the other folks there. At that point, Ed Bruhl was
asked by some of the small cities in south Texas to advise them about their
relationships with the utilities and how they could tell what kind of franchise
fee they might get. I worked with him on that. We were then engaged by the
city of Houston to come in when Houston Power and Lighting Company
initiated a full-blown rate case with them. I thus received some experience
working in between a city and a utility. After that, a group of small cities east
of San Antonio and generally southwest of Austin were having some problems
with their utilities, and they were looking for someone to help them. The city
of Houston recommended me, so I was engaged to represent five small cities
in their negotiations with a gas pipeline company, with a telephone company,
and with whatever electric company they had. By that time, I was making a
pretty good practice of this. There was hardly anybody who had any legal
background in utilities. At that point I was up to $25,000 a year--and that was
big money.

Then one day I was invited to lunch by a friend who had been in the
Investment Company of Houston and who had earlier gone to Wharton with
me. He told me that he had met a fellow who also had gone to Wharton who
was a vice-president with Sinclair Oil Corporation and that he was an
up-and-comer in the corporation. His name was O. P. Thomas; he ultimately
became the chairman. Sinclair wanted someone who would move to New
York and understudy the treasurer. The treasurer made $80,000 a year and
was the third-highest paid person in the company. It would be a great job.
I discussed this with my wife, and they paid our way up to look around. We
decided that living and working somewhere out of New York was not for us,
so we said, "Thank you, but no thanks."

About six or seven weeks later I was contacted again and was told that
Sinclair Oil and Gas Company was reorganizing the company in Tulsa.
Apparently they had a young president who was fairly new, and he was
impressed with my background and wanted to talk to me about my being
the top financial man for Sinclair Oil and Gas Company. They would pay
my way up there. My wife, who lived in Galveston, was very happy in
Houston, and I was very happy in Houston, too. But we went up there, and
they had assigned some people to woo my wife and me--I told them that
unless my wife was willing to go, I was not going anywhere. They ultimately
convinced us that we should try it. We rented our home in Houston; we did
not sell it because we did not know whether we were going to like Tulsa or

33










not. I became what was called a coordinator for Sinclair Oil and Gas
Corporation.

P: With the rank of vice-president?

M: Yes, I think so. Technically, in another company, we would have been senior
vice-presidents, but we were called coordinators.

P: Were you what amounted to their top financial advisor?

M: I was their top financial person. I had under me treasury, accounting,
electronic data processing, insurance, and one or two other departments. I
have all of the names down here [pointing to a pen and pencil set]. This
was given to me by the people who I supervised.

P: Shall we put those names down for the record?

M: I cannot really read what the departments were, but there are twelve names
here of people who I supervised and who gave this to me when I left Sinclair.
My job was to bring them up-to-date in the various areas over which I had
control. The same thing was happening in the other areas there
simultaneously. Somebody else had the legal responsibilities. I was very
happy with them, and I was very happy with Tulsa.

P: Did they pay you well?

M: Well, no. I got in the mid-twenties. I probably did not make as much as I
could have if I had stayed with this new area I was opening in Houston. But
having been sick in bed at one point for four months and having had the
experience of when I went down everything went down, I was concerned
about the security of the family if something happened to my health. So I
thought it would be better to take a job with more security, even though I
might not get quite as much money.

P: It sounds to me, though, that throughout your career you have enjoyed your
work very much, whatever the salary was.

M: I enjoyed most things. Now, the thing that really turned me off on accounting
was this: the last time I personally had to inspect two months of checks for
a large client--and they had about 10,000 checks a month--I had to look at the
front and back of each check to compare the names and the amounts, not
only to see that they were consistent, but also that they were consistent with
the other records. That burned me out.

The reason I got away from law was that it seemed that most of the time I
was telling people what they could not do, and I really felt that it was more


34










desirable to be telling people what they could do. But the law firm's policy
was more "we will tell what you cannot do."

P: It was more negative than positive.

M: Yes. "We will try to keep you out of trouble," but not by saying "but you
can do something else." Other than that, I have enjoyed my work.

P: Tell me about your wife. Who did you marry?

M: I married a girl from Galveston, Texas. The interesting part of that, and one
of the reasons why I mentioned my problem passing the Texas bar with its
community property law, was that her great-grandfather was the chairman
of the judiciary committee of the Republic of Texas legislature.

P: So her family went back, then, to the early nineteenth century?

M: Yes. He was the one who recommended to Sam Houston when Texas law
was put together that they should adopt the Mexican law insofar as it applied
to community property. In his opinion, that was more equitable to women
than English common law.

P: That was the reason that you earlier had to take that cram course?

M: That is right. I did not know at the time I was cursing about it that I would
marry into the family that had actually injected this into the Texas legal
system.

P: What was your wife's name?

M: My wife's name was Florence Harris.

P: How many children did you have by that marriage?

M: I had three sons.

P: What are their names?

M: The oldest son is named Marshall III; the next son is Davis, named after his
paternal grandmother's family; and the third son was named James Dillard,
which were the first two names of my two grandfathers.

P: Your first wife is deceased?

M: My first wife died in 1963. During the period of time in Tulsa before her
death, I had been approached by a social friend whose father had started a
company that was based on a patented method of secondary recovery of oil.

35










Oil is produced in two ways. The first way is by natural forces: the pressure
of either water from the bottom or natural gas from the top is relieved when
you drill a hole, and the oil under that pressure is then forced up the hole
and out. The second method is by pumping, where you have a pump that
creates a suction that pulls the oil up. The amount of oil that is recovered
by those means is not nearly all of the oil that is in the reservoir. Some
reservoirs give up as little as 3 percent of their oil; some will give up to 75
or 80 percent. This patented method started by my friend's father used CO2
mixed with water which was injected into formations, which would then cause
an increased recovery of oil. I was offered the job as a vice-president at
$40,000 a year, which was a nice increase for me at that point. They told me
that it was going wild on the American Stock Exchange--it had gone from two
to over eighty--and it was getting written up in a lot of publications, so I went
to work for them.

P: In Tulsa?

M: In Tulsa. I found out very shortly that you could not command the big
companies to license your project. Within about a year I became the general
manager of the company. Our resources that we had gained from the public
offering of stock were flittering away, and we had some small operators who
had licensed our project, but we never succeeded in getting a large company
to license the project. I was working with a large research lab. We had
about forty-five people working in the lab, which was located at the University
of Oklahoma in Norman. We were producing oil by the patented process,
and we had a sales activity--we were out trying to sell the patented process.

P: You were not involved in natural gas at all?

M: No. I got involved as the principal sales agent, and we worked up a number
of road trips to go out and talk to various groups of engineers and companies
about this. But it never did any good. Then my wife died. The company
went into bankruptcy, and, as an aside, now most of the large oil companies
are using the process, but they are not paying anybody for it.

P: Why did it go into bankruptcy?

M: Because they could not get anybody to license the process, thus providing a
flow of income. The income that they had was inadequate to maintain a
corporate structure.

P: Once again, it was a cash flow problem.
M: My first wife died in 1963. During the period of time in Tulsa before her
death, I had been approached by a social friend whose father had started a
company that was based on a patented method of secondary recovery of oil.
Oil is produced in two ways. The first way is by natural forces: the pressure
of either water from the bottom or natural gas from the top is relieved when

36










you drill a hole, and the oil under that pressure is then forced up the hole
and out. The second method is by pumping, where you have a pump that
creates a suction that pulls the oil up. The amount of oil that is recovered
by those means is not nearly all of the oil that is in the reservoir. Some
reservoirs give up as little as 3 percent of their oil; some will give up to 75
or 80 percent. This patented method started by my friend's father used CO2
mixed with water which was injected into formations, which would then cause
an increased recovery of oil. I was offered the job as a vice-president at
$40,000 a year, which was a nice increase for me at that point. They told me '
that it was going wild on the American Stock Exchange--it had gone from two
to over eighty--and it was getting written up in a lot of publications, so I went
to work for them.

P: In Tulsa?

M: In Tulsa. I found out very shortly that you could not command the big
companies to license your project. Within about a year I became the general
manager of the company. Our resources that we had gained from the public
offering of stock were flittering away, and we had some small operators who
had licensed our project, but we never succeeded in getting a large company
to license the project. I was working with a large research lab. We had
about forty-five people working in the lab, which was located at the University
of Oklahoma in Norman. We were producing oil by the patented process,
and we had a sales activity--we were out trying to sell the patented process.

P: You were not involved in natural gas at all?

M: No. I got involved as the principal sales agent, and we worked up a number
of road trips to go out and talk to various groups of engineers and companies
about this. But it never did any good. Then my wife died. The company
went into bankruptcy, and, as an aside, now most of the large oil companies
are using the process, but they are not paying anybody for it.

P: Why did it go into bankruptcy?

M: Because they could not get anybody to license the process, thus providing a
flow of income. The income that they had was inadequate to maintain a
corporate structure.

P: Once again, it was a cash flow problem.

M: That is right.

P: So this is twice you have had that experience.

M: That is right.


37










P: Was this a sudden sort of situation, or were you just gradually going down?

M: We could see how much money we had and how much our costs were, and
it was a frantic job for a year to try to get the sales efforts going. People
would postpone and say, "Yes, it is interesting, but we have got to study it"
and all of that stuff, but they just never got around to it.

P: Now over the years it has proven to be a success.

M: Oh, yes. It worked!

P: You were just a little bit before your time in terms of selling it to the public.

M: We did not have the ability to last. It is just like the people who lived in
West Palm Beach and bought real estate--those who had the capability of
buying real estate in the thirties or forties or fifties are now all millionaires.
All they needed, if they had a job that would let them pay taxes on it, was
the carrying ability of this investment over a period of time. In fact, I was
shown by a lawyer friend about a year ago a reproduction of a deed where
my parents had paid $2,000 for a piece of land in 1928: that land sold for
over $1 million a couple of years ago.

P: They probably could not afford to pay taxes on it at the time.

M: They had to sell it in order to live.

P: So that is the demise, then, of the Sinclair Oil and Gas Company.

M: No. I had left Sinclair for a company called Oil Recovery Corporation. That
was the little company with the patent that I went with.

P: You went with them in 1961?

M: That is right. I was with Sinclair for about twenty-three months.

P: Would you please tell me again when your wife died?

M: She died November 23, 1963.

P: What did she die of?

M: Cancer.

P: So this was a traumatic period in your life.

M: We had had our third child at that point; he was just two years old.


38










P: You had three young sons.

M: That is right. The boys were two, six, and eleven.

P: And you were also in a new business.

M: Well, I was in a defunct business at that point. I could tell that it was not
going anywhere. So my former boss with Sinclair offered to help me. He
suggested me to the president of the Pure Oil company, who was looking for
an executive assistant--he wanted a go-fer. The more that my former boss
talked, the more Mr. Robert Milligan began to feel I could do what was
needed. They asked if I would come to Chicago to talk about it, and I told
them it would really be a waste of their money because I did not have the
faintest amount of interest in going to Chicago. In fact, I considered Chicago
the north end of a southbound horse.

P: You have this continuing aversion to the North.

M: That is right. But I was finally persuaded to come up and talk about it, so
I went up to Chicago. I told them they were very nice folks but I had no
interest whatsoever. In between my former boss's talking to Mr. Milligan
and my telling them that I was not the least bit interested in it, about two
months later they came up with an offer as assistant to the president.
Assistant to the president, in my experience, can mean that you sharpen
pencils, or it can mean that you were the next person who was going to run
the company. It is an ambiguous term, and it is really what you want to
make it. If you want to try to make something out of it, you generally have
the opportunity. If you do not, why, you are a pencil sharpener. I told my
boss that I was concerned, too, because I had heard in Houston--I was looking
around down there, as well--that Pure Oil was going to be raided by Loeb
Rhoades & Company, which was one of the investment banking firms in New
York, and a very aggressive one. My boss said no, that if it were so he would
have heard about it.

Two weeks after I accepted the position and arrived there, Loeb Rhoades
made what is now called an "unsolicited offer." They wanted to buy the
company, break it up, and sell it off. It was worth more dead than alive.
The stock price had been down in the thirties, and when this offer came in
it got up into the forties, and it gradually got up into the sixties. Loeb
Rhoades had two members of the board of directors who were working in
conjunction with them.

My immediate job became how to save the company; more specifically, we
had a lot of stockholders who had owned stock in the company with a tax
basis of a few dollars, and I struggled with what we could do that would
preserve for them the money that the Internal Revenue Service was otherwise
going to take. So working with a law firm and an accounting firm we began

39










to look at various things that we might do. One of my jobs was to see about
diversification. So we began to look at companies that we might buy that
would make money for us and would also make us bigger.

P: How big were you then?

M: As American companies came, we were the thirteenth or fourteenth in size
in the United States, but as an oil company we were not very large.

P: You were not at the top.

M: No, there were five or six bigger than we were.

P: You jumped over something here, I think, and I want to back up for just a
moment. You had gone to Chicago and told them you were not very much
interested in it, but you are getting all of this pressure. What made you
decide to take the job, and did you not then have to move to Chicago with
your family?

M: I did have to move to Chicago, but I was worried primarily about my children.

P: What made you take the job?

M: Because the people they had assigned to work on me evidenced so much
concern for my concerns: they told me they would find me a place to live,
they would help me in getting schools, and they would help me in finding a
housekeeper.

P: All of the things you would put up as problems they were finding solutions
for.

M: Yes, that is right. It finally got down to "I am just not going because I just
do not want to go," and it just did not seem like that was right.

P: So you moved into enemy territory.

M: I moved into a location that I did not want to go to. These people, in fact,
did everything that they said they would do; they found me a place to live,
they found me a housekeeper, and they helped my children get into the
schools. In fact, one of the ladies would come by and check on them from
time to time.

Anyway, I was very active in looking for some way that we could maintain
our integrity as an independent company. But we just could not find anything.


P: The diversification just was not there? The potential was not there?

40











M: Diversification in those days did not mean the size of things you do these
days. Also, I was having to deal with a very conservative board of directors
who had two adverse directors on it.

P: They were working for the Loeb Rhoades company.

M: Yes, and they were opposed to anything that would work us out. We then
began to look at it like "if we have got to marry, how can we marry?" I was
on the road most of the time. I was going around talking to people in
companies. We talked to a lot of companies, and a lot of different kinds of
companies. There were objections from each one. Generally, people we
talked to wanted to get a bargain. They wanted our stockholders to come
out about fourth-best in a two-way contest. Our expressed purpose was to do
things that would be better for our stockholders than offered by the raid.

Finally we worked out a precise deal with the maximum that we could offer
in the way of a merger, and we took that to Union Oil Company. We were
so concerned about the members of the board who were adverse to what we
were trying to do that I did not even turn in an expense account for four
months because we were afraid that they would have someone in the
accounting department who would look over my expense account and could
tell where I had been and who I had been talking to. I met two
representatives of Union Oil Company in the Brown Palace Hotel in Denver
under an assumed name.

P: It sounds almost like James Bond to me.

M: We met there for two hours and determined that we could have a community
of interest. Our subsequent negotiations worked out on the interchange basis
that I had worked out. I had to go out to Union Oil headquarters in Los
Angeles.

P: Is that where they were based?

M: Yes. I had to go in order to put on a show for their board of directors.
When the merger was then worked out, I was the first officer from Pure to
move from Chicago to Los Angeles, where at that point I did not want to go.

P: That seems to be the story of your life!

M: That is right.

P: So you moved to Los Angeles.

M: I had gotten married just about the same time that the merger of Pure-Union
Oil Company was coming about. I married a girl named Lucille Smoak

41










Collins. Collins was her married name. She had graduated from FSCW
[Florida State College for Women] and had worked in Tallahassee. She had
married an Alabama boy who had come down to the air force camp that was
somewhere close to Tallahassee. He died in 1960, and we were married in
1965.

P: Did she have children?

M: She had two boys and two girls.

P: So your family now has seven children.

M: Seven children. We moved to Los Angeles over Thanksgiving in 1965. I
was the director of affiliated companies and director of properties for Union
Oil Company. I had 102 companies that I was supposed to make profitable,
merge, sell, or fold. All of the real estate owned by Union Oil Company that
was not under an existing operation was within the properties department,
and we were trying to find ways to enhance the value of those holdings. I
continued doing this for about four years.

Then the founder and chief executive officer of the largest of the subsidiaries
that I was supervising died, and he was replaced by someone who had come
up in the company. The company had its first loss on record, and this upset
Union Oil Company very much. I was sent down to the Sully-Miller
Construction Company, in Long Beach, California, to run the company and
to bring it back to profitability.

P: I have the date of that move as 1968.

M: I suspect it would have been 1969.

P: What rank did you hold with that company? Were you the president?

M: I was the president and chief executive officer. We brought the company
back to profitability, and in the annual report for 1970 there was a very
flattering comment made in the section that explained the activities and
operations of this subsidiary, its new management team, and what they had
been able to accomplish. Very shortly after that appeared, I was sitting in
my office in Long Beach one Monday morning when I received a call from
a friend who had been the science advisor to Secretary of the Interior Wally
Hickle [Walter J. Hickle, governor of Alaska, 1966-1969, secretary of the
interior, 1969-1970]. He had been kicked out when Wally Hickle was kicked
out. He said, "I bet you do not know where I am calling from." I said no,
and he said, "Florida." I said that was great, that Florida was nice place.
He said, "I would like to introduce you to Mr. McGregor Smith, who was the
chief executive officer of Florida Power and Light Company until last
Saturday, which was two days ago, and he wants to talk to you." This very

42










gravely voice came on the phone: "Hello." I said hello. He asked, "Can you
play the harmonica?" I thought that was a damned foolish question; I said
no. Then he said, "Were you in the war?" I said yes, and he asked, "On
whose side?" I was beginning to think that I had been really set up. Then
he asked, "Would you like to be president of Florida Power and Light
Company?"

P: And then you knew he was joking. [laughter]

M: He asked if I would pay my way to Florida to be interviewed.

P: I hope you responded to his question with a yes.

M: I said yes. That being Monday, I came down on the next Saturday and met
with him and this friend who was working as a consultant with him at the
time. The company was in some pretty serious environmental trouble out
there with the nuclear plant under construction south of Miami at Turkey
Point.

P: Was the company based here in Juno Beach, like it is today?

M: No, it was based in Miami. I went to Miami to visit Mr. Smith. He later
checked out my references and took them up with the board of directors,
and he offered me the job. My California boss, all this while, was in the Far
East. I told Mr. Smith that we could not announce this until I had had a
chance, at least, to talk to my boss. But while I was attending the graduation
of my oldest son--he was graduating from Culver Military Academy [in Culver,
Indiana]--I was called the morning of the graduation and was told, "We are
going to the board today, and we are going to have to announce our decision
today, so if you want the job, we are going to have to announce it today." I
had to go ahead and accept without ever having done my boss the courtesy
of telling him about it.

P: I hope you later explained.

M: I got a very cool reception.

P: I want to go back a minute because I believe we have skipped over
something. What kind of construction was this Sully-Miller Construction
Company into?

M: Roads, bridges, culverts, small dams, etc.

P: So it was a big construction company.

M: It was the twenty-fifth largest construction company by volume in the United
States. It was the dominant company in its field in the West.

43











P: It was kind of a Bechtel Construction Company?

M: But much more specialized.

P: Did it do any work outside of the United States?

M: No. In the course of the time that I was there, I did investigate some
activities outside of the United States, but I never got around to it before I
had the job opportunity here in Florida to leave.

P: Why did Mr. Smith ask you these questions, like the one about the
harmonica?

M: Mr. Smith was renowned for playing the harmonica. He was a professional
country boy. He had come from Tennessee and had gone to Louisiana,
where he eventually became the head of Louisiana Power and Light, which
was owned by the same utility holding company that owned Florida Power
and Light Company. He even had managed to get along with Huey Long
[Louisiana governor and United States senator].

In 1939, Florida Power and Light Company was in serious trouble with the
city of Miami. The city of Miami would not pay its electric bill, and Florida
Power and Light Company would not pay its taxes. It was at the point where
each side was suing the other. The holding company figured that they needed
some new blood and a new approach. Mr. Smith came in, and with his very
different attitude he was able to placate the city of Miami. He then became
not only a power in Miami, but was considered to be one of the political
powers in the state. He worked with Ed Ball of the Florida East Coast
Railroad for many years.

P: And Mr. [Alpheus L.] Ellis [Florida banker] of Tarpon Springs.

M: Yes. In fact, Mr. Smith ran Florida Power and Light Company, by whatever
the name of his position was, from 1939 until he died--ten months after I
joined the company.

P: I think he and Bob Graham's [Florida United States senator] father [Ernest
R. "Cap" Graham] were also very good friends, since they were both politically
oriented and both from the same area of the state.

M: They probably were.

P: Why were you attracted by Mr. Smith's invitation? You were willing to come
here at your own expense. When you had earlier offers to examine positions
in New York and Chicago they had to woo you.


44










M: My wife and I both felt that we were Florida people. I did not think that Los
Angeles was a suitable place to raise children, and I disliked it very much.
My wife had been able to take advantage of the better things of life in the
Los Angeles area--the arts and things like that--to a greater extent than I
could. My operating activities ran over an area of about 200 miles north
and south, and I covered hundreds of miles every day. We had about 3,500
jobs going at any one time, and I tried to look in on a number of these. The
prospect of coming to Florida was attractive. What I had read about the
company was that it was fast growing, it was well thought of by the financial
houses of New York, and it was recommended strongly by everybody who
knew anything about it.

P: So you told Mr. Smith on the telephone that you were willing to come and
talk with him. Did you have a chance to investigate all of this before you
came to Florida?

M: No, I told him that I would come down. I figured that it was worth my while
to go and look at any reasonable opportunity to come back to Florida in a
job that paid $100,000 a year.

P: Was this a boost in income?

M: This was almost doubling my base income, but I was losing a considerable
amount in the way of employee benefits because the employee benefits in
an oil company were very good, and the opportunities to get in on various
incentive plans would have made more money for me in the long run had I
stayed there than coming here to Florida.

P: Was the challenge intriguing for you, too?

M: I think that everybody worth their salt wants to run their own show. I was
permitted by my parent company, Union Oil, to do what I damn well pleased
in Sully-Miller. It was successful, and I had confidence that I could do it
elsewhere, and the prospect of being able to do it in Florida was very
attractive.

P: Were you worried about Mr. Smith looking over your shoulder?

M: I did not have enough sense to be worried about it. As things worked out,
I was told by someone who was more knowledgeable than I that if Mr. Smith
had not died I would have been fired or I would have quit.

P: It seems to me that he died at a propitious moment for your own sanity.

M: He had a record of hiring people, promising them the succession, and then
cutting them off at the ankles.


45










P: But in your case it did not work because the Angel of Death moved in.

M: That is right.

P: That was very good for you. Would you consider yourself to be a workaholic?

M: No, but I do have the Scotch Presbyterian background, which I think makes
you accustomed to the fact that you are used to working hard, and you accept
this as one of those responsibilities toward your family.

P: You came to Florida for the interview. Tell me about your meeting with Mr.
Smith and how all of that went.

M: I met him on a Saturday.

P: You flew in from L.A.

M: I flew in from L.A. on Friday night and met with my friend here. We stayed
at the same place. We went in on Saturday morning, and there was no one
else there.

P: Who was your friend here?

M: Dr. Donald D. Dunlop. He had been the head of the research facility at Oil
Recovery Corporation in Tulsa, and he had subsequently gone into the [U.S.]
Interior Department, and then he became a consultant.

P: So your friendship went back several years. So you got into Miami on Friday,
and you and he got together on Saturday.

M: He briefed me on who I was going to be talking to, and his version of the
company and the problems the company had. The company at that time
was under serious attack by four departments of the federal government, and
the three top officers of the company had a $300 million personal liability suit
against them. The term "thermal pollution" was coined because of the warm
water that was emitted by the fossil fuel plants at Turkey Point, and the
nuclear plants had not even come on line yet. Mr. Smith had gone from
being kind of the "darling" of the area--because he supported the Little
League football teams, he had bought full-page ads for high school annuals,
he had the company giving more money to the United Way than anybody
else in Miami, and he did a lot of very good things--to being a despoiler of
the environment and to being personally vilified to an extravagant degree.
I think it was that plus the fact that he had pancreatic cancer--although it
was not diagnosed at that point--that caused him to resign as the chairman
and CEO [chief executive officer] of the company, though he still remained
as the chairman of the executive committee and a member of the board of
directors of the company.

46











P: Now, you met him on Saturday, the day after you arrived.

M: Yes, and I spent all day with him. He took me to the airport late that
afternoon, and I went back to Los Angeles.

P: What did he want to know about you?

M: He wanted to know if I knew how to construct a budget. (The company
never had a budget.) I told him yes.

P: That was right down your alley.

M: That is right. He wanted to know if I was worried because they were going
to have to borrow $2.5 billion in the next five years. I did not have enough
sense to be worried about that.

P: Million or billion?

M: Billion.

P: That is just a lot of zeros.

M: That is right. He told me about the problems with the environmentalists and
all, and I did not have enough sense to be worried about that.

P: You may never have heard of Marjory Stoneman Douglas [Florida
environmental activist] at that point.

M: That is right; I had not. He wanted to know what I knew about utility
accounting, and, from the little practice that I had had in Houston, I told him
I knew something about it--without specifying that I had always represented
the people fighting the utilities. I think that, basically, he wanted to know
how I reacted; because he was a professional country boy, and he did not
want any city slicker. I suspect that the fact that I had come from Florida
and had gone to the University of Florida was an important point, although
he never mentioned that. But I could talk just as country as he could. I
also knew a lot of people in the state.

P: So that carried a lot of weight with Mr. Smith.

M: I think so.

P: He did not pursue the harmonica thing anymore?

M: At that point he did not. [laughter]


47










P: When you left on Sunday, or whenever it was, did you have a firm job offer
in your hand?

M: No. He asked me for three references. I gave him the name of my former
boss with the Pure Oil Company. My former boss with Sinclair had died.
I gave him the name of the regional coordinator for the independent CPA
firm that I had worked with on behalf of Sinclair, and I gave him the name
of the managing director of McKenzie and Company that I had worked with
putting together the merger of Pure Oil Company and Union Oil Company,
and that I had subsequently worked with turning Sully-Miller around. He
talked to each of these three; in fact, he talked to them before I had a chance
to warn them. I had planned to call them on Monday, but due to the time
difference between California and Florida, I waited until I thought they were
up. I think that he must have called as soon as he could possibly get them.
He generally got to the office about 5:30 in the morning; he had insomnia.
The first two he reached were Mr. Milligan, who was the president of Pure
Oil, and the regional partner for Arthur Young and Company, and they were
very flattering in the comments that they made. When he talked to the
managing director for McKenzie and Company, this person said that as a
matter of policy company officials never talk to other people about the more
important or the more progressive or some rather flattering term of their
clients, and he would not say anything else. Mr. Smith interpreted these
words to mean that I was a real hot-shot, and he did not want to take a
chance of letting me get away.

In the meantime, I had sent him a copy of the annual report with this rather
flattering comment about what I had been able to do in Sully-Miller, and he
just presumed that I was some hot-shot. So in that case, silence was really
the best thing that could ever happen to me.

P: You were not going to persuade him differently.

M: That is right.

P: When did he come up with the offer?

M: He came up with the offer in approximately two and one-half weeks. He
ran a very comprehensive background check on me. He got an ex-FBI man
to go around every place I had ever been. It was almost like one of my army
security clearances. Then he had to call a meeting of the board. As soon as
he could do that, why, then he offered me the job.

P: And that was the day you were called. Did he announce it that day?

M: He announced it that morning. As soon as the board of directors takes
action you have to put it on the so-called "broad tape," so that is what they
did.

48











P: They called you back to let you know what the board's action was?

M: Yes.

P: So at least you knew before it was broadcast.

M: Then I began to get calls from the media in Los Angeles: why are you
leaving, where you going, when were you going, etc. I had not told anybody
in my company--not only my boss, but the company that I was the head of.
It was a real mess.

P: How long after that was it before you left?

M: That was early in June, and I reported in here on the tenth of July.

P: This is a continuation of the interview that I am conducting with Marshall
McDonald of FPL Group. We are now in the second day of this interview.
Today is March 22, and we are once again in his office at Juno Beach.

Yesterday we ended the first part of this interview when you had just come
aboard Florida Power and Light from your position in Los Angeles. That
was in July 1971, so that means that you would have been fifty-three years
old, just in your prime. You left behind a position quite suddenly and came
back to Florida because this is where you grew up, in the West Palm Beach
area. Tell me what Florida Power and Light was at the time that you joined
the company in 1971.

M: Florida Power and Light Company is an electric public utility which serves
approximately one-half the state of Florida. It serves the entire east coast
from the Georgia line down to Key Largo, with the exception of a few
municipal operations, and it serves the lower west coast of Florida from the
bottom of Tampa Bay. It goes inland at the northern part of the state as
far as Monticello. It had been either the fastest growing or one of the three
fastest growing electric utilities in the United States for over a decade. It
was incorporated in 1925 by Electric Bond and Share, which was the largest
holding company in the world.

P: That was the name of the holding company?

M: Electric Bond and Share.

P: Where was its headquarters?

M: It was located in New York. During 1923 or 1924 it had been accumulating
small electrical systems in Florida, primarily small municipal systems. It had
originally intended to have its headquarters in Orlando, but officials were

49










unable to purchase the Orlando Municipal Utility System, so the initial
headquarters was in Palatka for one or two years. Then it moved to Miami.

P: Why were they interested in these acquisitions in Florida at that particular
time?

M: Well, they were making acquisitions all over the United States, and, for that
matter, they had a subsidiary called American and Foreign Power which was
making acquisitions in South America and other places. At that particular
point in time, if you will recall, the Florida land boom was just beginning to
accelerate. Florida was in the forefront of people's minds about growth, and
I suspect that that encouraged them to try to make acquisitions down here.

The company was just getting started when the Florida land boom came to
an end. The company had just built what was for it a large power plant in
Fort Lauderdale. After 1927 there was not a need for the amount of
generation that the company had. It was subject to regulation by each city
that it had a franchise from; there was no state regulation at that point.

P: Was there federal regulation?

M: I do not know. At that point I do not think so. There was a great deal of
controversy during the latter part of the twenties and the thirties about
whether individual cities in south Florida should be charged with the carrying
cost for the amount of generation that Florida Power and Light Company
had. In particular, the city of Miami and Florida Power and Light Company
became involved in a very acrimonious exchange which ended with the city
of Miami not paying its electric bill and Florida Power and Light Company
not paying its taxes, and both parties were suing each other.

A gentleman named McGregor Smith was brought from Louisiana to Miami
to head Florida Power and Light Company. I commented previously about
him. The company had not been allowed to have any structure which would
train any officer to run the company. Mr. Smith was a very strong and
dominating individual.

P: When did he come aboard?

M: In 1939. When Mr. Smith decided that he would step down as the chairman
of the company, though because of his influence on the company and its
board he was still the controlling person, there was no officer within the
company whom he considered as being capable of running the company.
The injection of an outsider came as quite a shock to the community, as well
as to the company, because the management under Mr. Smith had been
stable throughout the forties, the fifties, and the sixties.

P: Now, you are talking about yourself at this point?

50











M: That is right. Florida Power and Light Company had two primary missions.
One was to operate an electrical system for those people who were then
making demands upon that electrical system. It also had an extremely large
construction operation in order to provide future needs--for next year, and
five and ten years down the road. Florida Power and Light Company was
acquiring more new customers in a year then many electrical companies in
the United States had as their total load.

P: When was this happening?

M: This was happening throughout the late fifties and the sixties and into the
seventies.

P: But in the earlier period--the twenties and thirties, which was a very slow
growth period for the state of Florida because of the Depression and the
hard times due to the collapse of the stock market and the land boom, which
you have already commented upon--how did that impact Florida Power and
Light?

M: Florida Power and Light Company became a very close-knit organization, a
corporate family. Most people either knew everyone else in the company
personally or they had heard of them. They were satisfied with the way that
they were doing business, and through that period of time, until Mr. Smith
came, there was really no need to do anything differently. He, as a new
CEO who had been the CEO of a company in Louisiana, had his own ideas
about how companies should be run, and the company was run exactly as he
wanted it for over thirty years.

P: Before he arrived, was there any special person who was in charge?

M: I am not aware that there was any single, strong individual. There had been
three or four presidents over the decade and a half of the existence of the
corporation.

P: Was Florida Power and Light on the stock exchange?

M: Florida Power and Light Company had been affected, as other electric
utilities were, by the Public Utility Holding Company Act which was passed
in the late 1930s primarily because of the problems that Commonwealth and
Southern of Chicago had. The large electrical utility holding companies were
broken up by federal law. Florida Power and Light Company became an
independent company in the early 1940s; I do not know the exact year, but
I guess it was 1943 or 1944.

P: During the war years.


51










M: That is right. There was a great deal of negotiation, I was told, at that time
trying to keep the securities from being watered too much in the process of
this dissolution of the holding companies. Individuals within the holding
company owning significant amounts of stock made a determined effort to
benefit themselves significantly by influencing the types and amounts of
securities that Florida Power and Light Company would assume as its
corporate capitalization as it broke out of the holding company. Mr. Smith
negotiated all of this.

P: Mr. Smith came into Florida Power and Light in 1939. He must have been
a relatively young man then if he stayed in charge for almost another thirty
years. You said he came out of Louisiana. What was his background?

M: I have mentioned previously that he came from Tennessee. He had worked
for the Public Utility Commission (or some such name) in Tennessee. In
some way he came to the attention of Electric Bond and Share and went to
work in Louisiana. Then in the course of that he proved his capabilities
politically as well as from an operating standpoint.

P: So he came to Florida well recommended.

M: That is right.

P: And he did a monumental job.

M: He did a very monumental job. He broke the impasse between Florida
Power and Light Company and its dominant service area, which was south
Florida (primarily Dade County) at that point. He was successful in
interesting New York investors in Florida securities.

As we have previously commented on, Florida had two devastating hurricanes,
one in 1926 and one in 1928. There was another one in 1935, but that was
concentrated in the Keys and did not really affect the rest of the state that
much. But the general impression of the rest of the United States,
particularly of the financial community in New York, was that Florida was a
place that had had a disastrous real estate boom and was plagued with
disastrous hurricanes.

Mr. Smith set about in the late forties to woo the financial community in
New York and to convince them that the state as a whole was a worthwhile
place to consider as an investment. This not only succeeded for Florida
Power and Light Company, but, I am told, succeeded in influencing them
favorably to purchase Florida bonds. Florida state and municipal bonds had
been in default for longer than most states in the twenties and the thirties,
which was another negative factor in the minds of the financial community
that had to be overcome. Mr. Smith needed money in order for his company


52










to grow, and in the course of helping his own company, I am told that he was
the real prophet for the state in bringing northern money back into Florida.

P: So he must have worked very closely, then, with the political powers in this
state--in Tallahassee and elsewhere.

M: I am told that he worked very closely with the legislature, and, I presume,
with the governor.

P: There was a series of governors who were business oriented-- David Scholtz
in the early thirties [1933-1937], and certainly Spessard Holland [1941-1945],
Millard Caldwell [1945-1949], and those who came afterwards. I am
presuming that Mr. Smith was on good personal terms with these people and
also with the legislative leaders.

M: From what I have gathered on an ex post facto basis, I think that he made
it his business to be on good terms with these people.

P: Was the tax climate in Florida receptive to business investments during the
thirties and forties?

M: I really do not know. I was not interested in that, I was not old enough to
be concerned about that, and I have not had any particular reason to study
that.

P: I suspect that that is one of the arguments that Mr. Smith must have made,
however, as he attempted to woo investors in the company and also in the
state itself. Was he a good P.R. [public relations] person?

M: Mr. Smith was an excellent P.R. person for himself and seemingly for the
company, too.

P: At the same time the spill off must also have been good for the state of
Florida.

M: That is right.

P: Did you have foreign investors in the thirties and forties, or was this all
American money?

M: In the thirties the stock was all Electric Bond and Share, so I do not have
the faintest idea of that. When Florida Power and Light Company's securities
were first issued, bonds made up the greatest part of their capitalization. In
an electric company the main securities are bonds. Electric utilities are
leveraged to a greater extent than most companies are--they issue more bonds
than they do stock. They will issue perhaps 50 to 60 percent of their total


53










capitalization in bonds, 10 to 15 percent in preferred stock, and the rest as
common stock. Common stock is the smallest part of the capitalization.

We had had foreign investors. I do not know what the extent of that was.
We were the first electric utility in the United States to be listed on both the
London stock exchange and the Tokyo stock exchange. There had been a
number of American companies listed on the London stock exchange, but
we were the thirty-first foreign company from any country in any industry to
be listed on the Tokyo exchange. In the last twelve to fifteen years we have
frequently made trips throughout Europe, and even more recently in Japan
and Hong Kong, to enlighten potential investors about Florida, the growth
of Florida, and the benefits of their investing in Florida Power and Light
Company, initially, and then in the FPL Group's securities when the holding
company was set up.

P: When Mr. Smith took over in 1939, how did Florida Power and Light, as a
corporation, compare with similar operations elsewhere in the United States?

M: Sam, I do not have a good comparison, but in 1939 Florida Power and Light
Company probably would have ranked down maybe 30th to 50th out of about
200. Presently it is the fourth largest electric utility in the United States.

P: Where was it when you arrived in 1971?

M: It was the sixth largest utility in the United States.

P: So there has been continuing growth and expansion at all times, really right
from the very beginning in the 1920s.

M: Until 1927, and then there was a long hiatus.

P: Did the company at least hold its own during that period?

M: No. As a matter of fact, we did not hold our own during that period of time
[the 1920s]. South Florida in particular lost a significant part of its
population. I have heard it estimated that anywhere from a third to over half
of its population left Florida. In fact, anecdotally it was said that everyone
who had the money went back to their homes in Alabama or Georgia or
wherever else they came from, and those of us who stayed here did so only
because we did not have the money to leave.

P: Of course, all of Florida was in bad shape during the Depression era, but
particularly south Florida. Some communities, like Key West, went into
bankruptcy during that period.

M: All of Florida would have gone into bankruptcy if the debtors would have
seen any advantage in doing that. There was a law passed by Congress (I no

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longer remember the name of it) that was sponsored by the congressman for
the lower east side of Florida which covered from Miami maybe 150 or 200
miles north up the coast. This law gave some measure of relief to the
municipalities and served as a basis for an eventual return of interest in the
municipal bonds of Florida. I just do not know enough about it. I do know
that a few people who happened to have a little money and happened to be
acquainted with the situation were able to buy, literally at ten cents on the
dollar, Florida municipal bonds. Within a comparatively short period of time,
like eighteen to twenty-four months, they had seen a ten-fold appreciation.

P: Would that have included people like Alfred DuPont and Ed Ball?

M: Certainly they were in a position from a financial standpoint to do something
about it, but I do not know whether they actually did or not.

P: What other major personalities were associated with Florida Power and Light
from the time that Mr. Smith took over in 1939 until you arrived in 1971?

M: I am told that he did not permit any.

P: He just loomed so large?

M: That is right.

P: But did he run it as kind of a benevolent dictator?

M: Specifically.

P: He ran everything? Everything had to cross his desk?

M: Everything.

P: How large was Florida Power and Light then, in terms of employees? Was
it a huge operation?

M: When I joined the company in 1971 there were about 7,000 employees. I
do not know what it was in the sixties, the fifties, or the forties; but as they
came out of the war it was a comparatively small company.

P: But in Florida it was a large company.

M: In Florida it was a big frog in a little pond. By various indexes it has been
the largest company in Florida. By other indexes Southern Bell has been
larger.

P: When you arrived its corporate headquarters were in Miami.


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M: That is right.

P: Had they always been down there? You said something about Palatka, and
that Orlando was the original thought.

M: Initially the company's headquarters were in Palatka, and then they were
soon moved to Miami.

P: Where in Miami?

M: I do not know where they initially went. The first building that I know about
was the Ingraham Building.

P: On Flagler Street.

M: Yes. They were there until the mid sixties, when the company moved to a
new building out on LeJune Street.

P: Since the Ingraham Building was named for Mr. Flagler's chief lieutenant,
it kind of fitted into the tradition of being associated with big business.

M: That is right.

P: When you arrived in 1971 you said the company had about 7,000 employees
and was located in Miami. Was this the largest operation that you had been
involved in up until this time?

M: This was by far the largest that I personally had been responsible for.

P: How did you feel about it? Were you a little scared?

M: No.

P: You made the decision very immediately? You came immediately to Florida
to talk to Mr. Smith, and a couple of weeks later the job was yours.

M: That is right.

P: So you were very decisive in your thinking. How did your family feel about
moving to Florida?

M: They were overjoyed.

P: They all wanted to leave California and come to Florida.




56










M: My three sons had never lived here, but my four step-children had all lived
in Florida, and my wife had been born in Florida, and she was anxious to
return.

P: I think you told me that your wife was from Tampa and that her name was
Smoak. When you moved to Miami with your family where did you live?

M: We lived on Old Cutler Road.

P: I would like you to describe, as you remember it, what the company was like
in 1971. You have told me how many employees there were. What was it
doing, where was its potential, and that sort of thing? It was still generating
electricity--that was its chief operation.

M: It was generating electricity. The company had benefited from some very
far-sighted thinking. In the late fifties there had been some interest shown
in the construction of a small nuclear plant in Florida. This did not work
out, but Florida Power and Light Company purchased reservoirs of natural
gas in Louisiana and in Texas and offered a long-term transportation contract
to what became Florida Gas Transmission Company. This long-term purchase
contract made possible the natural gas pipeline which comes from the Gulf
coast into Florida. We were the dominant taker of the natural gas, and we
were the dominant backer of their securities. We continue to be the
dominant taker of natural gas through that line, though the reserves that we
purchased have just about all become depleted. We have secured gas from
other sources.

P: How did you learn about the company and its operations when you came
in? This was a new type of activity for you, was it not?

M: I had been involved in the oil and gas business for about ten years, and I
knew a good deal about this particular pipeline. At the time that I came in,
Florida Power and Light Company was ESSO's [Eastern States Standard Oil]
largest customer. Oil constituted approximately one-fourth of the total
expenses of Florida Power and Light Company, so I knew quite a bit about
the fuel situation that they had. The rest of the company was pretty much
like any big company, and at that point I had experience in three large
companies. I had experience with improving the efficiency of a number of
operations in large companies, and I felt that there was no difference between
Florida Power and Light Company and any other company in that regard.

Concerning the regulatory aspect, my legal and accounting background and
the work that I had done in Texas was of considerable help. Other than that,
I just had to learn the unique circumstances that Florida Power and Light
had.



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P: Your corporate headquarters were in Miami. Where else was Florida Power
and Light located in the state? You must have had subsidiary offices
elsewhere.

M: We had division offices in Daytona, Melbourne, West Palm Beach, Fort
Lauderdale, Miami, and Sarasota.

P: So you were spread out all over the state.

M: That is right.

P: Have your customers always been Floridians? Do you only service this state?

M: Yes.

P: Was there ever any thought of expansion into the Caribbean or into the rest
of the southeast?

M: If you expanded outside of the state you became subject to federal regulation.
As long as we were within the state we were only subject to state regulation.
The feds were fighting to bring Florida Power and Light Company under their
jurisdiction. The company fought for ten years all the way up to the [United
States] Supreme Court and finally lost. They lost on an issue in which the
government convinced the Court that an electrical pulse generated in Miami
by various channels could be felt in Seattle, Washington, and therefore this
was interstate commerce. This was another example of the expansion of the
concept of interstate commerce far beyond that which was envisioned at the
time that the Interstate Commerce Act was passed.

P: Of course, the Interstate Commerce Act was passed in the 1870s, a long time
before anybody had any idea about the industrial growth of the United States
and certainly not the industrial growth of the South.

M: That is right.

P: When did Florida Power and Light resist this attempt to be taken over by the
feds?

M: They started in the early sixties, and we finally lost in 1972, I think.

P: So this has been a long-running battle. You are regulated by the federal
government today?

M: For certain parts of the business.




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P: Would the fact that you are regulated by the feds and come under their
jurisdiction make it less prohibitive to move into other parts of the United
States, or do you have all you can take care of in Florida?

M: The principal theory of the regulation of electric utilities is that electric
utilities are the most capital-intensive utility in the world and that competition
between them is not in the interest of the customer. Why should the
customer pay for two sets of transmission lines and parts of two plants, rather
than one transmission line and part of the production from one plant? This,
then, has resulted in investor-owned electric utilities' operating areas being
mutually exclusive. This has not prevented extensive competition from
municipal electric utilities and from rural co-ops. In fact, the rural
cooperatives fight with municipal operations, and both of them fight with the
investor-owned companies.

P: We are right in the middle of that in the area of the state where I live--Clay
Cooperative, the municipally-owned Gainesville electric company, plus your
operation, of course, in that area.

M: No, you are thinking of Florida Power Corporation, not Florida Power and
Light. Florida Power Corporation served the University of Florida, rumor
has it, because [State] Senator [William] Shands made it possible for them
to do that and thereby gained the enmity of the Gainesville municipal utility.

P: We hear about that all the time. It is reflected in the Gainesville Sun from
time to time, and we read about it all over again last year with some sort of
a contract that presumably involved the University of Florida and Florida
Power. We heard all of those stories rehashed again, and I guess that will
go on into infinity. Under your leadership where have you taken Florida
Power and Light from 1971 to 1989? Where is it today? Start out in terms
of employees.

M: Florida Power and Light Company or FPL Group?

P: Let us start with Florida Power and Light. Please clarify the difference for
the tape.

M: Florida Power and Light Company is an electric utility and is a wholly-owned
subsidiary of FPL Group, which is the holding company.

P: FPL Group was not in existence in 1971?

M: It was not even imagined.

P: So when you came it was into Florida Power and Light.

M: Yes. Florida Power and Light currently has slightly over 15,000 employees.

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P: Are your corporate headquarters here in Juno Beach? Is this where we are
now, the FPL Group headquarters, or Florida Power and Light Company?

M: FPL Group headquarters are actually located about a quarter of a mile
distant from where we are at the moment. Florida Power and Light Company
really has dual headquarters at the moment. Its principal officers have offices
here as well as in Miami, but more of the principal officers of Florida Power
and Light Company are located in Juno Beach now than in Miami.

P: Let us talk first about Florida Power and Light in terms of its growth,
development, and impact on the economy of the state. Tell me about that,
if you will.

M: In 1971 Florida Power and Light Company probably had about a million and
a half customers. Now, a customer represents more than a person. One
customer represents close to three people, on the average. Obviously, there
is a meter, and in some cases that is the meter of a hotel or of a large
building.

P: Or a small family.

M: Yes, that is right.

P: So you had about a million and a half meters?

M: A million and a half meters. We now have approximately double that
number.

P: So if you are using the three figure, you are serving approximately six million
people.

M: Well, slightly more than half of the population of the state are within our
service area.

P: And it is estimated that the state has between ten and eleven million people.
We will know more after the 1990 census. So it is a huge market that you
serve.

M: It is a very large and continuously growing market. When I first met the
board of directors of Florida Power and Light Company, which was two
weeks after I joined the company, I told them that my first priority was to
insure that Florida Power and Light Company would never have to go outside
again to find a chief executive officer. During the period of time that I have
been here, I have concentrated on training the people in Florida Power and
Light Company to increase their capabilities so that they would be of more
value to the company, and also they would be of more value to themselves.

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I have always told them that we would try to pay market wages, but that in
addition we were offering them the opportunity for training to better
themselves, and if they took advantage of this that we, then, would try to hold
them; but that if we were unable to hold them that their enhanced capability
would permit them to get jobs at higher salaries somewhere else.

This has, in fact, proved true. At the present time we have the reputation
as an incubator for managerial talent in the electric utility industry. We have
frequent instances of people who have worked for us for a period of time
who have gone on to other companies at greatly increased positions of
responsibility with the great increase in salaries that go with those
responsibilities. You might ask, "If they are worth that much why do we not
pay?" Well, you throw the entire salary structure of a company out if you
have a group of people who may be worth a great deal more than you are
paying them, but if paying them more would mean that in equity you would
have to increase the salaries of everybody else, it is just not worthwhile from
the company's standpoint. So our training program has turned out to be
very beneficial to the company, to its customers, and to the employees.

In fact, I was told by a casual friend that she had met another young lady at
a wedding reception on Long Island, and in the course of their chatting my
friend mentioned that she lived in Palm Beach. This young lady asked if she
knew anybody from Florida Power and Light Company because she used to
work here. When she was told that my friend did know somebody from
Florida Power and Light, this young lady said that she and others considered
our company to be the best place to learn how the most efficient management
techniques were actually applied in an electric utility business. This had
permitted her to get an enhanced job somewhere in that neighborhood--New
York, Long Island, Connecticut.

P: Marshall, what has been the problems with the union as far as Florida Power
and Light Company is concerned. Has that been a problem?

M: Florida Power and Light Company was unionized in the early fifties, and this
became another area where Mr. McGregor Smith entered into the
negotiations personally and, until that happened, there was always something
more coming.

When I joined the company I did not presume to know enough about the
company or its history to conduct union negotiations any more than I
presumed to know enough about an electrical generator or an electrical
turbine to purchase those. Mr. Smith had bought all of the equipment and
had conducted all of the negotiations for everything. That was his avocation
as well as his vocation.

P: Florida Power and Light was his life.


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M: That is right. At my former company in California we had had a number of
unions, and we had had a couple of strikes. The International Brotherhood
of Electrical Workers, which is the union that represents Florida Power and
Light Company, found out about this and spread the word that I was a union
buster. They really had no basis for it, but the only way that they could work
up enthusiasm among the membership was to paint somebody in their black
hues to try to get a personal element which the union officers can then use
for their own devices.

P: Were you the Frank Lorenzo [president of Eastern airlines] of the moment?

M: At that point, I was the Frank Lorenzo. The second year that I was here,
at the end of the contract--we had a two-year contract, I think--they struck.
In retrospect, they seemingly would not accept the fact that the officers
charged with the responsibility for the negotiations were going to be the ones
who carried it on. I had told them that I was not going to enter into it, but
they drug it on for over 100 days, at the end of which I think they ended up
with maybe half a cent more than the offer that the company made before
the strike started. There was some degree of violence. We still had some of
the old management around, and their idea was "these are just kind of
mischievous boys out here, and you have to accept that." That is not the way
that I thought about it, but I was influenced by that.

Two years later they struck again. This time we brought punitive actions
against those who we had proof were intimidating other employees--throwing
bricks through windows and riding around with shotguns in their cars. We
sued the local and the international union.

P: When you make this kind of a suit, is it through the state courts or the
federal courts?

M: I have forgotten. We had an active campaign, and when the union tried to
do things we would get injunctions immediately. We had public support.

P: This is basically an anti-union state.

M: We ended up firing a lot of those who were caught beating up people who
continued to work and who we had witnesses to observe them throwing rocks
through windows and things like that. There have been no more strikes.

P: Has the relationship, then, between Florida Power and Light and the union
been cordial since then?

M: Well, after that I went up and met the international president. I became a
friend of the international president. I used to take him goose hunting.

P: Who was that?

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M: That was a fellow named Charles Pillard. I am told that there were
comments made that various local officials who needed to agitate periodically
in order to retain their positions were told that they had better not mess with
FPL because McDonald is a friend of Charlie Pillard.

We also have formed an organization with the international union where we
sought to find mutual legislative interests, and we have encouraged other
electric utilities in the southeast to get into it. We call it LAMPAC [Labor
and Management Political Action Committee]. We stated up front that there
would be issues on which the union and the companies would not agree, but
that there were many more issues on which we would agree, and that it was
in the mutual interest of the parties to work together in those areas where we
could agree. In particular, when Jimmy Carter's ill-fated presidency came
along and they were really screwing around with an energy policy, we had
strong national union support to beat many of the ill-advised policies that the
Democratic Congress was trying to cram down our throats.

P: Are you too heavily regulated today? Is there too much regulation in order
to do the things that you want to do?

M: Regulation is an entirely separate subject that you can go on for hours about.
Florida generally has been considered a state whose commission members are
more realistic than most. I mentioned earlier that when Florida Power and
Light Company was first incorporated, it was regulated by the individual cities.
McGregor Smith recognized that it was extremely difficult to try to negotiate
with some 500 different municipalities because the officers of each
municipality wanted to get a little bit more than some other city had. So he
lead the campaign for the legislature to place Florida Power and Light
Company under the Florida Railroad Commission and to change its name
to the Public Service Commission. There were people who thought he was
crazy for wanting to come under regulation, but the company, however, was
already being regulated by 500 entities--and it was a lot easier to work with
just one.

Until the price of fuel went through the roof in the early 1970s, the public
generally paid little attention to electric utility rates. Florida Power and Light
Company's rates were reduced thirteen times between 1925 and 1971, but
this received very little publicity. When Florida Power and Light Company
sought its first rate increase, which was in 1972, there was a fair amount of
controversy. Then in 1973 when OPEC [Organization of Petroleum Exporting
Countries] first effectively raised the price of oil, particularly in the early part
of 1974, there was widespread public outrage. At that point, the anger
reflected in the media, as well as that directed toward the legislature and to
the Public Service Commission, started influencing people to start meddling
in the business of electric utilities. Most professors in universities, all
newspaper people, and a number of politicians all thought they knew how

63










to run a public utility better--which meant at a lower cost--than management
of a utility did. From that time on there has been a great deal more
interference by both the legislature and the regulatory people in the
day-to-day management of electric utilities.

The management of Florida Power and Light Company, in its opinion, has
been dedicated to doing the best job it could for customers ever since I have
been here.' In fact, I was amazed to find that the slogans in electric bills I
had read prior to my coming here were actually true--there were people who
were concerned about service and the cost. We think that a lot of the
regulation has increased costs to our customers--we can prove it. But at the
present time the degree of regulation that we have at least is here to stay, and
we accept that.

P: Where are your principal fuel sources?

M: Florida Power and Light Company, when I came, was predominantly
dependent upon oil. The plants were either oil or gas fired plants. Early
on, we sought to have dual fuels, and we eventually had all of the east coast
plants piped for either oil or gas. We have not extended natural gas to the
lower west coast plants. But we had our choice of two fuels, which was
beneficial to us because having two fuels means that you have the opportunity
to bargain the supplier of one against the other one.

Our first nuclear plant became operative in 1972, the second in 1973, the
third in 1978, and the fourth in 1982. Currently, about a third of our
generation is nuclear.

P: Where are those plants located?

M: The first two plants were at Turkey Point, which is about twenty-five or thirty
miles south of Miami. The last two plants were on Hutchinson Island, about
seven or eight miles south of Fort Pierce. In the late seventies we became
interested in the opportunity of purchasing power from the Southern
Company, which owns Georgia Power Company, Alabama Power Company,
Mississippi Power Company, and Gulf Power Company, (which is in the
Florida panhandle). We, in Florida Power and Light Company in the early
seventies, had planned to build all nuclear plants from then on, and we were
going to build a 1,000 megawatt plant a year, and we had the demand at
that time for it. In 1977 we could see the increase in demand for electricity
was slightly decreasing.

We could also see, however, that the public attitude toward nuclear power
and the legislative attitude and the regulatory attitude was throwing more
and more of the risk of doing business on the stockholders. The stockholders
were not benefiting from nuclear power--only the customers benefited from
nuclear power. The thought on one hand was that if using nuclear plants

64










lowers the cost of electricity, which was the intent, then that was to the
customer's benefit. On the other hand, if the company has problems, causing
a lesser benefit or a loss due to the nuclear plants, then that is the
mismanagement of the company, and the stockholders should bear the brunt
of it--the customer should not bear any of the brunt. We could not justify
going into something where the shareholders had everything to lose and
nothing to gain, and the customers had everything to gain and nothing to lose.
So we canceled two plants south of Turkey Point that we had initiated some
work on. We felt very badly about having to absorb about $8 million, but at
that time we did not know that some of our sister companies elsewhere would
have billions of dollars that they would have to absorb on nuclear plants that
for various reasons never did get built.

Since we were not going to increase the number of our nuclear plants, we
then thought that it had become popular with the media and the legislators
and some of the regulators to have coal-fired power. Jimmy Carter tried to
force us to shift all of our oil- and gas-fired generation to coal-fired power.
This would have cost our customers about $9 billion, and from a practical
standpoint it could not be done because we were growing so fast we could
not afford to shut plants down to convert them. So we considered a halfway
solution--purchase power that had been generated by coal from electrical
systems to the north of us. Those companies had not been as rapid in
reading the changing trend of demand of customers and had at that time full
coal-fired plants into which they had sunk a considerable amount of money
and for which they had no demand whatsoever. We worked out a very
favorable deal, from our customer's standpoint, with the Southern Company
where we gave them a purchase contract for a number of years so that on the
basis of a purchase contract they were able to finance the completion of these
plants. They were unable to finance them otherwise because they did not
need them. We have been purchasing from the Southern Company up to
2,000 megawatts of electricity which is coal-fired power.

More recently we entered into a joint operation with the Jacksonville
Electrical Authority, which is a municipal operation, on two 600 megawatt
coal-fired plants just north of Jacksonville. We own 20 percent of the plants,
and we receive 50 percent of the power. We contributed our expertise in
planning, in plant construction, and in contracting. We received very
favorable reception by the city of Jacksonville, which had formerly used its
electrical system as a political football. The plants came in ahead of time
and under budget, and the cost of the coal that we purchased made these
economical plants. They are located on water. We receive some coal from
South America. We can receive coal by ship, by barge, or by rail; so that
permits us to play each of the forms of transportation against each other.

With access to coal-fired power, nuclear power, natural gas, and oil, we have
been able to get for our customers the lowest priced fuel that was available
at any given period of time. With the break in oil prices that came in the

65










early eighties, we very effectively played off even those suppliers that we had
contracts with; in all of our contracts we had a provision that we did not have
to buy their fuel or their power (in the case of the Southern Company), if
there was a more advantageous source of fuel or power. So we were able to
say, "We recognize that if we buy from you we have to pay a certain price,
but we can get something less expensively, so we just are not going to buy
from you." In every case, through a remarkable coincidence, they have found
it feasible to lower their price.

P: And not lose money. Are you still including foreign oil from the Middle
East?

M: We have never brought in oil from the Middle East; that is not economical.
Middle East oil primarily goes to Europe and to Japan. Our oil primarily
comes from Venezuela.

P: So you are dependent on imports from outside the United States.

M: No, because in 1973 the environmental movement had grown to the degree
that we felt it was necessary, certainly desirable, to set up an environmental
department. The company had never anything faintly akin to that. We put
this in the charge of one of our more skilled vice-presidents, and he then
started to negotiate with the environmental groups as well as with the state,
which was just becoming interested in the environment as a state regulated
activity.

P: And the public was moving in this direction.

M: That is right. We agreed to purchase very low sulfur fuel. We were the only
ones in the state doing that. I think the only other place in the United States
where this was being done at that point was possibly in Boston. This has
continually caused a difference in the cost of our service because our fuels
have cost us more than the fuels for the rest of the state. The state has never
chosen to force the other electric utilities to use the same grade of fuel that
we have been forced to use. We now have the capability to buy up to 2,000
megawatts of coal-fired power, or to use oil, or natural gas, as alternate fuels.
It is always in our interest to run the nuclear plants to the maximum because
the operating costs of nuclear plants are so much less than anything else.

P: Do you see nuclear energy, then, as the wave of the future?

M: Nuclear energy is clearly the way that the United States is going to have to
go. The rest of the world is going there right now. France has over 70
percent of its generation in nuclear energy. Japan has about 75 percent. At
some point in time we are going to have to be realistic, and we are going to
have to do the same thing. We can no longer allow a very small but vocal


66










minority to put the rest of the country at jeopardy by not having an expansion
of nuclear power.

P: When you say the small but vocal minority, you are talking about the activists
who are opposed to the development?

M: That is right.

P: Has it been a problem in this state?

M: It has not been a major problem for us. In fact, we are the only state that
has had a resolution of the legislature commending nuclear power. The
activists within the state have been minuscule.

P: They are not getting much media coverage.

M: That is a critical point. Early on we beefed up our communications
department. When I joined the company all we did was advertise. We
brought in some expertise. At the time that I joined the company none of
the company officers would talk to me; they were forbidden to.

P: By Mr. Smith?

M: By Mr. Smith. I was not allowed to make a speech until about a month prior
to his death, and I had one of the directors go over it with me then--I do not
know whether he would have gotten a hook and pulled me away from the
podium or shot me--to report on whether I said or did anything that might be
considered as ill-advised. We started a campaign of visiting the media and
trying to educate the media about our industry, our plans, and our problems.
We also gave effective management training in trying to respond to hostile
questions in a hostile atmosphere. We have maintained, since then, a fairly
close contact with the media. We have gone before the editorial boards of
the major newspapers, we have appeared on television, we have appeared on
radio, and we have given magazine interviews. We have tried to be as
responsive to the media as we could as rapidly as we could. We have tried
to tell them in advance of any problems when we had advance notice of those
problems. We have also told the Public Service Commission in advance of
any problems that we had advance notice of. We think that this policy has
been of a great deal of benefit in the changing of attitudes of a lot of media
people.

P: Have you done anything with the educational institutions?

M: We have tried to educate some of the professors.

P: I was also thinking of school children.


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M: We have offered our people to give talks to science classes, and we have
given courses to science teachers. We have financed courses for public school
teachers, offered by the University of Miami, in the general background and
operation of utilities. We have supported for a long time various programs
at the University of Florida, both from the engineering/technological
standpoint, and also just from the general utility business standpoint.

P: Marshall, the activists become active when there are problems; at least that
is when they get the exposure. Have you had problems with your nuclear
plants?

M: We have had problems from time to time, but no more than you would
expect from any piece of machinery. We have had water with some degree
of radioactivity to leak from various valves or pumps at times. This has never
been a life-threatening amount as compared with radiation which we
commonly accept, like flying in planes at 40,000 feet, leaning against granite
buildings, and other things like that. The amount that is actually leaked has
not come up to the level of these commonly accepted things. But since it
comes from a nuclear plant it is good press, and this provides the opportunity
for a small group of nuclear activists to operate.

We also have had some problem with our two nuclear power plants which
came on-line earliest because the water chemistry that Westinghouse
Corporation advised us to use in these plants was not satisfactory. There
was some mixture of radioactive water with cooling water--a small degree,
but some amount--so we had to replace the entire interior of this phase of
both of the plants at a considerable cost. This was another instance when
the charges were "obviously, it was stupidity on the part of management, and
therefore the stockholders should pay for it and the customer should pay no
part of this." We consider this to be just one of the operations of the plant.
We were doing the best that we knew how, and we were following the
guidance of those we thought had the most technological expertise, and they
were wrong.

Since Three-Mile Island [partial core meltdown, March 29, 1979], there has
been a great deal of pressure by the Nuclear Regulatory Commission [NRC]
to accept all suggestions of the anti-nuclear group. This has resulted in
tripling the cost of our Turkey Point plants, and it not only has failed to make
them more safe, but actually has made them less safe. We have had to crowd
more equipment into a confined space. All of this equipment has various
valves, and we are fast reaching the point where the human eye cannot
comprehend the multitude of individual things that have a choice of being
turned one way or the other, and knowing at a glance whether or not they are
turned the right way. We have tried to be responsive to what the NRC wants;
we have argued loud and long, and sometimes successfully, with them, but we
are still spending millions of dollars each year and we have not totally
satisfied them yet.

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On the other side, the last two plants that we built have been among the
best-operating nuclear plants in the world. One of these, St. Lucie Number
Two, at times has been the best-operating plant in the free world. We do
not know what the Soviets do, but we do not think they operate as well as
the free world does. We have received high accolades for the way that we
were able to build the plant, the cost at which we built the plant, the timing
of building the plant, and the subsequent operation of the plant.

P: Marshall, under your leadership how did Florida Power and Light maintain
high levels of morale among its employees? You have already described the
educational and training process which equips people to move on to
better-paying jobs. What about retirement? Obviously, you are competitive.

M: We have tried to show interest in the careers of our employees. We have
tried to show them by our compensation structure, by our training, and by
our general rules, that we are interested in them as individuals and in their
opportunities to get ahead. In conjunction with all of this, I became
interested in the concern expressed by many people in the late seventies that
productivity in the United States was declining, whereas productivity,
particularly in Germany and Japan, continued to increase. In the course of
my interest in this, I encouraged some of our officers to initiate a few pilot
projects for how we could actually operate the company better.

As it turned out, productivity has a lot to do with more up-to-date planning
and with more attention to details, which is perceived by the employees as
being in their best interests. For example, if we send a crew out to a job
and they find that the job is not ready yet--even though it is the responsibility
of the builders to tell us when they are ready--then they can say that
management should have found out that the job was not prepared. They
think "here we have been wasting time, yet management tells us when they
see our truck parked outside of a restaurant that we should not be wasting
our time drinking coffee." This was used very effectively by the union. So
we were finding ways to do things which were recognized by the employees
as being better.

Another effort I made came from my involvement with a small group of
electrical utility executives who had been exchanging annual visits with our
peers in Europe. The Japanese heard about our program and decided they
wanted to be included in on visits, so in 1981 we initiated our first trip to
Japan. My personal agenda for that trip was to try to find out what it was
that the Japanese had been doing that had permitted them to take over from
the United States the leadership of the world in steel, chemicals, automobiles,
electronics, and in a number of different activities. It seemed to me that
there must have been some special management system that they were using.
It also seemed to me that at that point in time that they were probably about


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to shift it over into some of the service industries. They had succeeded in all
of the process industries (assembly line operations) up to that point.

I started asking around from the Japanese contacts that I made. The
Japanese are very polite; they will not tell you no, but will generally just smile
and not understand. It took the second sake party--the Japanese hit the sake
pretty hard--after I had been persisting that finally I persuaded one person to
tell me that a Japanese electric company had just gotten started on such a
program. I then made it a point to meet the chairman of that company, and
he admitted that they had just gotten started on a program that they called
TQC [Total Quality Control]. But they were just starting with it, and he
really did not want to talk about it.

Subsequent to that, this particular gentleman and his company were a host
in Kyoto, the old imperial capital of Japan, and they had the most lavish
geisha party that I have ever attended. In the course of a lot of sake drinking
there, I finally made myself so obnoxious that several of the officers promised
that they would send me some information about this TQC management
system. When I returned to the United States I pursued this, asking if I could
not bring some of my officers over. I was told by Mr. Koyabishi that they
were not prepared to receive us at that point, but I received from them about
four inches of material--all in Japanese! I ultimately had that translated, and
I did receive permission to send over to Japan the head of our training
department and the head of what we were calling our Quality Improvement
Program [QIP]. Our Quality Improvement Program had been started in our
St. Lucie nuclear plant by the people whom we had hired from the aerospace
industries. When the construction tapered off we then transferred it to our
fossil fuel plants. These were highly motivated individuals, and they wanted
me to transfer it throughout the company, but I had not been prepared to do
that.

Our two representatives went to Japan and found out that an organization
called the Japanese Union of Scientists and Engineers [JUSE] had been the
entity which had invited a Dr. Edward Deming to Japan in the early fifties.
Dr. Demirig was a statistical analysis and control expert. They subsequently
invited a Dr. Juran, who was a management scientist. Dr. Deming had
devised a statistical analysis/control technique and Dr. Juran had built it into
a management system. This had been what the Japanese Union of Scientists
and Engineers had been working with through the fifties and into the sixties,
and for which they had devised the Deming Prize, which is the most
prestigious business recognition in Japan.

P: Mr. Deming was an American?

M: Yes. Dr. Deming had tried to interest American companies in his ideas but
had been unable to.


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P: But he was able to sell it to the Japanese.

M: Yes, he was able to sell it to the Japanese. As everybody might recognize,
before World War II for a person to say "this is made in Japan" was to
describe some of the most inferior type of goods that could be made. We
are now speaking about Japanese goods as being accepted as the quality
standard for the world.

We then started to increase our budget for our Quality Improvement
Program. This included quality circles, which are probably the most
publicized part of the Japanese system, but are really a minor part of it. We
started working with other American companies--Xerox, Ford, Hewlett-
Packard, and a number of others--who were interested in quality. We became
one of the forerunners in an effort to try to engender an interest in quality
within the United States. We kept making requests of the Kansai Electric
Company, which was the company that had begun this system, and we found
that they were going to compete for the Deming Prize. When we found they
had won it, I immediately wired their chairman and asked if I could bring
some of our officers over. He very graciously assented to this, and I took
over three of our officers.

Mr. Kobiashi and the Kansai Electric Company opened their records to us
and were very candid in discussing their operations prior to their going into
the program and subsequent to it. Our officers, who knew a lot more about
the actual running of an electrical utility than I ever did, were able to see the
record of the company before they started; it was considerably worse than
Florida Power and Light Company. They then saw their records at that later
time, which was a great deal better than Florida Power and Light Company.
They attributed all of this benefit to this program, and it really made converts
out of the FPL officers.

When we brought them back we started a full-scale activity. We were
introducing this more widely throughout the company. We have, at the
present time, about 2,300 of these teams that are functioning, and we involve
about 80 percent of the company at the present time. Our involvement by
employees is purely voluntary; in Japan it is mandatory.

I have gone into this explanation answering the question "what have we done
to raise the morale of the employee and to maintain it." This is a
communication system as much as anything else. Two and a half years ago
I gave a talk in one of our plants. At the end of the talk, as always, I opened
the floor for any questions or discussion. The leader of the union local stood
up and complimented the QIP program very highly, he complimented me very
highly for having introduced it, and then said, "If it is this good how come you
did not do it earlier? This is the best communication program that I have
ever seen, and it is the best I have ever heard about, so why did you, as the


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CEO, fail to give this to us earlier? Look at all of the good things that we
think we are getting out of it?"

Let me give another union example. At a point fairly early on, I was closely
identified with this program personally, so the union leadership came to the
idea that this was a pressure point for me; if they wanted something, they
could push this button and I would be forced to give them what they wanted.
They were not getting something that they wanted, so the business manager
for the Union System Council ordered all of the locals to discontinue all of
their activity in the QIP program. I began getting letters from each of the
local presidents saying they were very sorry about pulling out of the program,
but that the company would not cooperate with the union, so therefore they
were going to pull out of the program. The reaction on the part of the union
membership was so intense that within five weeks they were all back in the
program, and the company did not give them anything.

P: So it obviously was working.

M: It has turned out to be a factor of great significance to the employees because
we tell them "we will not guarantee that the ideas that you come up with or
the method that you would recommend will be accepted, but we will
guarantee you that any suggestion that you or your team makes will be
seriously considered."

A very integral part of the whole program is recognizing individual
achievements, and we have achieved savings in the millions of dollars from
some of the implementations of these. Every six months we look over, all
of the work that has been done by all of the teams, and we pick winners in
every geographical area. There are winners within a district, the lowest
organizational unit that we have, and there are also winners at the division
level, which is broader.

Then there is what is called the President's Party, where the teams that come
up with the ten best solutions and their spouses are invited for a formal
dinner/dance at which the team members are recognized and are presented
with a prize. Their spouses, often for the first time, learn what they have
done and the significance of their work. The party goes over great with the
spouses. This business involves a lot of overtime, and husbands, including me,
are not very good at communicating with their wives about what they do at
work. Many wives have told me that this is really the first time that they have
ever understood what their husbands do.

P: What is a prize?

M: The prize is just some gift. It does not cost a lot of money, but it is
recognition. For three years now we have sent the top team to Japan, and
they have competed with Japanese teams. Generally, the people who take

72










a vacation go to Hong Kong or China, and they take their spouses with them.
This includes union and non-union employees because many of these teams
have a mixture. This is viewed by the employees as further evidence of our
interest in them as individuals.

P: Have you been a very visible chief executive officer?

M: I was very visible, Sam, during the early years and until the time that I
relinquished the chairmanship of Florida Power and Light Company, when
we set up the holding company, FPL Group.

P: FPL is too large to be the kind of family it was when Mr. Smith was around;
when people knew each other or knew of each other.

M: This has been one of the charges that has been made, and it is exactly true.
The company is much bigger, and people do not know each other. We have
had to bring in a lot of expertise. At one time 50 percent of our officers were
people whom I had brought in because we had needed specialized skills in
the nuclear area, in communications, marketing, construction, and in many
different skills the company just did not have before. We had to bring them
in, and when you start bringing people in you just do not have the same warm
feeling that you used to have. But with 15,000 people you cannot have the
same warm feelings anyway.

P: So the old days of the family picnics and the Fourth of July barbecue and
the Christmas parties do not happen anymore.

M: We still have barbecues and things like that, but not to the same degree.
Also, in the old days it was management by the seat of your pants. I tried
to introduce scientific management, and I think that I have succeeded
reasonably well. To some people this was a benefit, but to others this was
a detriment. Some of the officers who were competent under the old style
of management were clearly incompetent under the new style of management.
We tried to find a place for them if we could, but if not they would just have
to retire.

P: Do you have a favorable retirement program and pension program for your
employees?

M: Favorable is a relative word.

P: Does it take into consideration today's inflation?

M: That is right. We have a retirement program that is as good as most. But
also we were among the very first in the electric utility industry to introduce
other programs. I brought from the oil industry a thrift program where an
employee who saved 3 percent of his salary would have an additional 3

73










percent contributed by the company in a program that then could be placed
in either government bonds, company stock, or in any mixed portfolio. This
has permitted people to accumulate a nest egg that in some cases has gotten
over $100,000. I have been thanked by a number of retirees and their wives
for having, in effect, forced savings on them where they did not have any
before.

Even more recently we have introduced some forms of incentive pay. There
had been none of this before. You were paid the same amount if you were
the sorriest person in the function or if you were the best person. The only
way you made more money was if you rose in management. We have gone
outside for advice on incentive pay, and we are now trying to shift our total
compensation package toward an ultimate goal of having 50 percent of a total
compensation to come from incentive pay. Now, the benefit of this is when
the company does well the employee does well; if the company does not do
well, the employees do not do as well as they would otherwise. I personally
have felt that people should have their compensation to have some
relationship to how well their employer is doing.

P: Does or did Florida Power and Light offer any benefits in terms of the
children--tuition, scholarships, or anything like that?

M: No.

P: What about the company's public image? I think you were telling me that
Mr. Smith did involve himself in, and the company supported, community
projects. Did that continue under your leadership in the seventies and
eighties?

M: As soon as we filed for a rate increase there were a number of people who
immediately said, "We are not paying you to provide us electrical service and
to be the conduit for charitable donations. We are just paying you to run
the lowest priced electrical operation that you can make." Prior to that time
we had been a large contributor to hospitals, libraries, universities, and all
good things. This was an attitude which affected not only us but other
utilities, too, so that we pretty well pulled out of that aspect. As an example,
we used to give a preferential rate to churches, and we were told to
discontinue this, also.

We still, though, have one valuable commodity, and that is trained and caring
personnel. In the area in which we operate--the United Fund, Boy Scouts [of
America], Salvation Army, or whatever it is--the charity program has always
depended to a major extent on Florida Power and Light Company personnel.

P: As individuals, and not as company representatives?



74










M: Well, the company accepted the responsibility of making individuals available
and of counseling them that their participation in community activities was
looked at in the promotion scheme as well as just the way that they shuffled
paper within the company. The company has always urged its employees to
be active in community affairs, and we continue to do that.

P: What was the company's policy as far as race was concerned? When you
came in, we were just past a lot of the immediate problems of civil rights, but
we were still very much in it in the late sixties and early seventies. Have
you had any problems? What has been the situation?

M: We have had a number of charges brought against us under the EEOC--Equal
Employment Opportunity Commission--legislation, which you would expect
for a large company. We have never had one that stuck. Now, we have had
to counsel, and in fact release some people, whose individual attitudes were
not consonant with the present public view. We have made a concerted effort
to try to find adequately trained minority personnel. The big problem is that
there are not many adequately trained minority personnel, and those who are
in this category are sought by companies that pay two and three times the
salaries that we do. We have worked with engineering schools and other
sources to interest people in the kind of functions that we use. We have tried
to promote people within the company, giving preference to minorities who
are anywhere close to having the same skills as other people have. We do
not have any minority officers; we do not have any who is close to having
skills to be an officer.

P: That is true for blacks and Hispanics?

M: Oh, no. I am speaking primarily of blacks. I received an award many years
ago for employing more Hispanic engineers than any other company in the
world. That is interesting because this was supposedly an occasion that was
not just confined to Spanish-speakers. When I got there I found I was the
only person there who spoke English. I was between two ladies who only
spoke Spanish, and it is very difficult to discuss someone's grandchildren in
a language that you do not understand. I delivered my speech in English,
which they did not understand, but it was subsequently translated into
Spanish.

We have had a program with the University of Miami where we have sent
M.B.A. candidates to them. We would let them off on Friday and they would
attend classes on Saturday, and they would finish an M.B.A. in three or four
years, or something like that. A disproportionate number of Hispanics took
this, and some of the smartest engineers that we have are Hispanics. At the
present time Florida Power and Light Company has four Hispanic officers,
I think.

P: So you do have them in the top echelon.

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M: Yes, and we have a number of department heads who are Hispanic.

P: You do not see that in the relatively near future as far as your black
employees are concerned?

M: That is correct. Incidentally, in my former company in California we were
in an area that had a high proportion of Mexican-Americans. About a third
of the population was Mexican-American, and a third of the management of
the company--foremen, supervisors, superintendents, and general
superintendents--were Mexican-American.

P: Have you had any religious quotas in Florida Power and Light?

M: We have received a lot of pressure from the Jewish community in Miami to
have Jewish directors and Jewish officers. We have had Jewish directors
and Jewish officers, but during the time that I have been here they have not
been put in those positions just because of their religion.

P: But you have had them?

M: And do have them.

P: And you have all religions, obviously, among your investors, your stockholders.

M: That is right.

P: What about the man Marshall McDonald during this period of the 1970s?
You have come into this huge operation. You knew a lot, but you had to
learn a lot. Did you marry the job?

M: To a major extent I did. Being the head of a major utility meant that I was
receiving telephone calls all throughout the weekend and all throughout the
night.

P: "My electricity is out?"

M: Yes. There were also people who were not paying their bills and who wanted
to complain about their bills. There were people who threatened me. At one
point when there was agitation in California by someone whose name, as I
recall, was "Squeaky" [Lynette] Fromme [member of Charles Manson's
"family" who attempted to assassinate President Gerald Ford], and that same
organization threatened to kill me and to kill and mutilate my family, I had
twenty-four-hour guards for months. It was not as bad here in Florida as the
California companies because our directors did not get these threats.

P: Why were you being threatened?

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M: Because we had nuclear plants.

P: I see. It was the nuclear situation.

M: That is right. We had to look to the safety of any of our officers who
appeared in public enough to where their names and faces became
recognizable.

P: So you were a very involved man as far as the business was concerned, and
yet you had a young family, a relatively new wife because you had gotten
married just before you came to Florida.

M: It was six years before.

P: So you had two lives to live and only twenty-four hours a day each day to
do all of these things.

M: That is right.

P: Now, getting up into the 1980s, Florida Power and Light changes. I want to
get into the change from Florida Power and Light Company to the holding
company [FPL Group].

M: During the ill-fated [President Jimmy] Carter years, when the seed of inflation
was planted which grew into full bloom in the early eighties .

P: It seems to me that you are never going to forgive Jimmy Carter.

M: Not if I can help it. [laughter] That was a national disgrace, in my opinion.
We found that the financial community acceptance of our securities was so
poor that in order to sell common stock we were having to accept a price
approximately 80 percent of its book value. Now, when you sell stock at this
price, it means that you are disenfranchising stockholders who had paid more
than that for it; you are, in effect, stealing from them. This is never a
position that the CEO of a company ought to be comfortable with. But the
company did not have a choice of whether it sold stock or not. We had this
building program that we had to maintain in order to have the facilities for
the growing number of customers that we had, and we had to sell stock as an
integral part of the financial needs for the company.

At that time I decided that we had to find some way that we could spark the
interest of the financial community in responding to Florida Power and Light
Company, even in periods when electric utilities, and more particularly
nuclear electric utilities, were out of favor. -The best way to generate interest
seemed to be to invest in activities other than the electric utility industry.
Then the cycles of acceptance by the financial community for these other

77










activities would be different from that of the electric utilities. Also,
investment in other activities presumably would not be regulated, so the
investment potential would not be held down as it was for the electric
companies.

We decided that we had an opportunity because growth had slowed down.
We thought we had a period of about a decade when we would not have to
build more generating plants. We were also buying the 2,000 megawatts of
electricity from the Southern Company, which helped. This was all a part
of that same strategy.

We would, then, have funds available. Now, these were not funds that come
from our customers, these were funds that belonged to the stockholders, and
you can either pay the profits out in dividends, or you can reinvest them in
the company. We paid some out in dividends, and we reinvested the rest in
the company.

When I joined the company, about 45 percent of what the stockholders had
a right to was given back to them in the form of dividends. When we got
into the high inflation years, when the company stock was so low, we had to
increase our dividends to 70 percent of the earnings. This meant that we had
much less available for reinvestment, which meant that we had to go out and
finance more. Ultimately, we were more at the mercy of the financial
community. This became another reason for our strategy for listing on the
London stock exchange and subsequently on the Tokyo stock exchange, to try
to tap the financial markets in additional places.

Based on this rationale we put out proposals to ten of the nationally and
internationally known management consulting firms for them to look us over
and advise us. Ultimately, the committee selected McKinsey and Company.
I charged them to first look into the current operation of the electric utility
and to tell us the areas where they could see any potential benefits from
improving operations. I thought that we could not look toward new
operations until we cleaned up our act in the utility. They did make some
suggestions, of which the major one from a lasting standpoint was the
extension of this so-called "Coal By Wire" program. This involved building
two 500-kilovolt lines to the Georgia line and buying power from Georgia.

P: Did they recommend that you expand your geographic boundaries in Florida?

M: No, they did not. In fact, I do not think this even came up.

P: So there were no efforts to expand your customer area.

M: Right. Then we asked them to advise us on whether our stockholders would
benefit if we diversified. Also, we wanted to know if there would be any
benefits--or detriments--to our customers. They reported back that they

78










believed there were definite benefits for both in diversification. Florida
Power and Light Company, the utility, was going to need to go into a
substantial building program in the mid-nineties. They said we needed to
have a long-term diversification program that would bring a cash flow into
the corporate family in the mid-1990s. This would take pressure off of the
corporate stock in the New York financial market, which would benefit not
only our stockholders, but our customers as well, who would have to pay for
the higher cost of equity in the cost of capital being used in the service
delivered to them. So on that basis, we engaged them to help us to select
specific areas in which we would look for diversification.

P: That happened, then, in 1986, when the holding company came into
operation?

M: I think it came into operation in 1984.

P: I noticed in looking over your resume that you served as the president and
CEO of Florida Power and Light until 1979. You then became chairman of
the board and CEO in 1979 to 1983. What did that mean? What were the
differences between your being president and chairman of the board? Was
this just an additional responsibility?

M: Initially I was the chairman of the board and CEO. Then when I turned
sixty-five I relinquished the job of president and CEO, and I remained the
chairman. It is the CEO that counts; that is where the buck stops within the
company. There is a considerable amount of work that needs to be done
between the board of a large and active company such as this, and the
management of the company. I have always stressed interaction with the
board--both keeping the board informed of everything happening within the
company, as well as trying to educate them about the operation and the
foreseeable concerns of the company. They can then translate the company
to the people within the state. We have tried to select people on the board
from within various geographical areas. As prominent business people in
those areas, they could be looked to by others in the area to answer questions
about the company, and also to be the recipient of any unfavorable
information about the company. A question from a director gets answered
very rapidly, and we wanted a means to respond rapidly to any unfavorable
questions that might come up.

P: Who succeeded you as CEO?

M: John Hudiburg.

P: Had he been with the company for awhile?

M: He had been with the company for all of his business career.


79










P: So in a way he was your proteg6?

M: No, he was one of three vice-presidents that, when I reorganized the company
toward the end of my first year in the company, I made an executive
vice-president. We had three executive vice-presidents who were in the
running, along with some other people inside and outside the company. But
when the time came for the board to select a person who would be president
when I became chairman, and presumably would be my successor, that board
of directors committee selected him.

P: Was sixty-five the compulsory retirement here, or was this your own choosing?

M: I chose to make it that. When I came in there was no compulsory retirement
at all. In fact, when I joined the company there were three officers of the
company, or former officers, who were seventy or older, and a number of
board members were in their seventies.

P: Concerning the holding company, which came into being in 1984, only one
of its holdings is Florida Power and Light Company. What else is part of
it?

M: We acquired a general personal lines insurance company called Colonial
Penn Group which specialized in selling insurance to older people. This is
a fairly large company. A significant part of its business is in Florida, but it
is also heavily represented in California and Arizona.

P: Is this the insurance company that works with AARP [American Association
of Retired Persons]?

M: It worked with AARP at one time.

P: How large a company is Colonial Penn? Is it very big? In other words, is
it another Prudential or Aetna?

M: As many insurance companies go, it is small, but as many other companies
go, it is large. It has a portfolio of about $2 billion.

P: So it is not a "mom and pop" operation at all.

M: That is right.

P: Where is its corporate headquarters?

M: Philadelphia.

P: Do you hold a position on its board?


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M: I was the chairman of the board, but I have relinquished that now, also. We
have a company called Energy Services, Inc. [ESI] that is in the co-generation
business. They take an interest in projects that generate electricity from
water power, from coal, from thermal steam, and from natural gas. They
have projects in Pennsylvania, California, and Oklahoma. They are the
company which you probably saw some unfavorable publicity about in the
Gainesville paper. They were seeking a contract with the University of
Florida for its co-generation project that was ultimately given to Florida
Power Corporation. This company, at the present time, probably has
investments committed in the amount of $250 million. There is a very high
rate of return on these investments. Its expertise has been able to put
together a financing package more rapidly than other people seemingly can.

Another subsidiary is ALANDCO, A Land Company, and this is real estate,
most of which was originally in the utility but which was surplus to its needs.
It was transferred to this company at its appraised value and is being
developed by them. We have another called Agri-Lan, which is in the
citrus-grove business. We currently have about 23,000 acres of citrus groves
in Florida.

P: You and Mr. Ben Hill Griffin.

M: Not quite in his class, yet. Another company is QualTec. It was originally
formed to market ideas that were generated by people in the utility. This
has not turned out to be a financially feasible project over a period of time,
but it is primarily involved right now in selling the QIP program that was
developed in the utility. Once a month the utility has a "show and tell" for
one entire day on its QIP program as a public service, and we have had over
80 percent of Fortune 500 companies to visit--often the president and
principal officers of the company.

Florida Power and Light Company is this year, 1989, in the contest for the
first international Deming Award by the Japanese Union of Scientists and
Engineers. I have initiated an effort to get the Congress interested in an
American version of that Deming Award, and I was very fortunate in that
Congressman [Don] Fuqua [of Florida], the chairman of the Science and
Technology Committee of the United States House of Representatives,
became interested in that project. Through his sponsorship, and with the
subsequent intense and very successful efforts of John Hudiburg, the United
States has initiated the Malcolm Baldridge Award in memory of the Secretary
of the United States Commerce Department who died in office. John
Hudiburg is currently the president of that effort, and this will make an
annual award for quality. We find that many companies are interested in
securing the services of QualTec as an affiliate of the FPL Group, which is
internationally renown for its quality improvement program.

P: When will the first Baldridge Award be made?

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M: The first Baldridge Award was made last winter. It is already functioning.
In fact, I was shown the video on that a couple of days ago. QualTec also
has hired people who have retired from Florida Power and Light Company,
or various other architect/engineers who have worked for it, and they are
doing various types of construction work. They also do various types of
training of utility people. For example, we are training people for the electric
company of Indonesia; we have trained people for various Caribbean islands;
we have trained people for various South American countries; we are
currently modifying plants for Tai Power of Taiwan, and we are doing a
number of environmental jobs for people. We were one of the first to be
hit by the environmental crusade, so we have a lot of experience in the
environmental area.

P: Are there any other units under FPL Group holding?

M: One is Telesat, a TV cable company which has been growing very rapidly,
mainly in south and central Florida. The last holding is FPL Investments,
which is primarily in the leveraged leasing business.

P: Will the holding company continue to expand its holdings?

M: When you change the CEO of a company, you also change the policy of the
company. What my successor will recommend to the board, I do not know.
We have some degree of dissatisfaction by some stockholders who say they
wanted to own stock in a public utility and that is all they want to be
bothered with. We have been unable to convince them that our strategy
would be in their own best interest. Most of the stockholders appear to be
favorably inclined toward a continued expansion.

P: So your stockholders who are opposed are just a small minority?

M: Yes, that is right.

P: You relinquished the CEO position for Florida Power and Light Company
when you reached the age of sixty-five. You relinquished the position at
FPL Group last year?

M: December 31, 1988.

P: So you kept it beyond your sixty-fifth year.

M: That is right. My only feasible justification for that was that I had started
something that I wanted to get on a reasonably firm basis before I ran away.
The utility was doing extremely well. We had very strong management there.
The diversification program was an entirely different kettle of fish from
managing the utility. We had started with a number of companies, most of

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which actually started just from scratch. There are always growing pains in
new companies, and I wanted to get them at least to an initial plateau where
I felt comfortable, before turning them over to someone else. I simply did
not want to dump a lot of trouble on someone else's shoulders.

P: You thought you had reached a plateau by 1988.

M: Yes.

P: What do you see as the future of Florida Power and Light?

M: Florida Power and Light will continue to be one of the fastest-growing electric
utilities in the United States. At the present time, we think they are the
best-managed electric utility in the United States. For that matter, we think
it is one of the best-managed companies of any activity in the United States.
We think that that is true even before they win the Deming Award, and
should they win it I think that will be a relatively non-partisan acceptance
of that.

I feel that Florida Power and Light Company, as one of the largest electric
utilities, will continue to be a major factor in influencing not only the service
area that it has, but the national scene. For example, I became active in
national organizations. I chaired the largest electric utility national
organization for a while. We will continue to be active in all of those
organizations, as well as with the Florida delegation in Washington. We feel
we owe it to our customers in Florida to represent them as intelligently and
as aggressively as we can in whatever forum exists.

P: If you are not expecting to expand your geographic boundaries, then you are
banking on the continued growth of south Florida.

M: Not just south Florida, but of the half of Florida that we serve.

P: Of course, Florida is growing, so you are taking on more and more new
customers with each passing week, and you see that as a continuing situation?

M: We think that Florida is the best place in the world to live and that people
will continue to recognize this. As more and more people retire with
pensions, we think they will come to Florida.

P: Do you see the same thing happening with the holding company, which goes
beyond Florida itself? Do you see it having a very rosy future?

M: We have been very fortunate in finding a successor for me. We think he is
very capable, and I have every hope and belief that it will continue to expand.

P: Who is your successor?

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M: My successor is James J. Broadhead.

P: Is he from Florida?

M: No, he came to us from GTE [General Telephone and Electronics] where
he was the president of the telephone side of the company. There were
approximately 120,000 employees reporting to him.

P: So your successor, the CEO in Florida Power and Light Company, came
from within the organization.

M: Yes.

P: In the case of FPL Group, you brought in someone from outside.

M: He had had experience with diversified activities. We did not have anyone
in Florida Power and Light Company who had had that experience.

P: Marshall, you are part of this growth area, and this is where Florida Power
and Light is expanding and hopes to continue to expand. Do you see the
problems that we are hearing about in the media--the environmental
problems, the shortage of water, etc. Are all of these things creating a
situation here?

M: Sam, the main situation that is going to be created is going to be by people
who want to create a situation. Let us take water, for example. Florida has
all the water that it could ever use. The problem is that it dumps it into the
Atlantic Ocean and the Gulf of Mexico. We do not know how to store water.
We are blessed by God with enough rain, but if we keep the water, then the
agricultural interests and construction interests will say that they cannot
operate in the marshy land, so we have to drain the water down to have dry
land for the agricultural and the construction interests. We have no place
to store it, so we dump it. Then when we have a dry spell we do not have
the water available that used to be available.

P: The dumping of it, of course, began with the man whom I once wrote about,
[Napoleon Bonaparte] Broward. He built the drainage canals that moved
all of that water out of the glades into the Gulf and Atlantic.

M: I like to remind people that ours is not a problem of too little water, but ours
is a problem of not knowing how to store water.

P: What about the environment?




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M: The environment is always going to evolve. The only way that you are going
to keep any further impact on the environment from happening is to restrict
population and technology.

P: That is not going to happen?

M: No, that is not going to happen.

P: Do you think it will not be in our lifetimes that the Everglades will be
cemented over?

M: Sam, I do not think the Everglades will ever be cemented over. I have made
many trips by helicopter at a low level across the state, and there is a vast
amount of dry land in Florida for development. Most of the development in
Florida is along the beaches. You do find a fair amount of development
happening in the middle of the state, in the Orlando area, but south Florida
has a vast amount of dry land for development, and it has the same climate
as the coast--it just does not have the proximity to the beach. You have a
vast amount of land in north central Florida where you can have
development.

P: In the Gainesville/Ocala area.

M: That is right. Florida is overcrowded in a few local spots, and it will become
overcrowded in a few more local spots, but I do not think Florida as a state
will ever be overcrowded in our lifetime or in our children's lifetimes.

P: Tell me about your personal life, Marshall. You lost your second wife, too,
did you not?

M: In 1980.

P: What did she die of?

M: Cancer.

P: So you lost two wives to cancer.

M: That is right.

P: I think you told me that she had four children, and you had three children.

M: That is right.

P: You are married again?

M: I remarried on December 31 of 1985, and my third wife has four children.

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P: What is your third wife's name?

M: My third wife's name is Barbara.

P: What was her maiden name?

M: Hatcher.

P: Where is she from?

M: She was born in Wilmington, North Carolina, and in her former life she lived
in Raleigh, North Carolina.

P: Where did you meet?

M: We met in Raleigh, North Carolina.

P: You went up looking for her.

M: No, I was on my way back from Washington where I had been working with
the chairman of Carolina Power and Light Company on various industry
matters, and he invited to stop by for a football game. His wife had a little
party for friends in the neighborhood, and there was an unattached lady
there.

P: And you were unattached.

M: And I proceeded as expeditiously as possible.

P: Give me the names, again, of your own three children. Then, for the record,
I would like to have the names of the others, too. Tell me what they are
doing and if they are married. Then we will get the grandchildren's names
on the record.

M: My oldest son is Marshall III. He is practicing tax law in West Palm Beach
and Palm Beach, Florida. He has two children, Marshall IV, and Margaret
Harris--a son and a daughter.

P: Where did he go to school?

M: He went to undergraduate school at Carleton College in Northfield,
Minnesota, and he has a J.D. and an M.B.A. from Washington University in
St. Louis. My second son is named Davis. He went to undergraduate school
at Haverford College in Haverford, Pennsylvania, and he has a J.D. and an
M.B.A. from the University of North Carolina. He is practicing law in
Greensboro, North Carolina, and has one daughter named Amanda. There

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is also a biscuit in the oven as of March 1989, and we hope they will have
another child in early September of this year.

My third son is James Dillard McDonald. He went to the University of
Virginia for his undergraduate work. After working in Washington for a few
years he is now a senior in law school at the University of Florida. He will
graduate this year.

P: Is he married?

M: He is not married. Of my first set of stepchildren, the oldest is Mary Linda
Caton, who lives in the vicinity of Orlando and has one child named
Courtney. The second is named Charles Monroe Collins, and he has two
daughters--one named Brooke, and the other Ashley. He is the controller
for a small oil supply firm with a transportation company and some oil
production of its own. He lives in Seminole, Oklahoma. The third daughter
is named Cindy Langston. She is divorced, and she is teaching school in the
Kissimmee school district. Fourth is Rodger Edward Collins. He is the
office manager for Ebasco in Dallas, Texas. He is married but has no
children.

Of my second set of stepchildren, the oldest is Greg Poole III. He is
currently in Los Angeles working on an M.B.A. at the University of Southern
California. The second is Alyson Poole, and she has just gotten a job with
Steven Spielberg in Los Angeles as a production assistant on his films.
Alyson is not married. The third is named Kenan Poole, and he is working
in Atlanta; he is not married. The fourth is Ashton Poole. He is not
married. He is a senior at the University of North Carolina.

P: Out of that whole group you have one here at the University of Florida.
Congratulations!

M: The interesting thing was that my first wife's parents had a long history at
the University of Virginia. My wife's mother's people included members
from the first faculty at the University of Virginia, where a forebearer was the
professor of law picked by Thomas Jefferson. That continued all the way
down to members of the family who then shifted over to being doctors and
were on the medical faculty there. My wife's father was the third in his
family to attend both the University of Virginia and the University of Virginia
law school. My youngest son was the only one of thirteen grandchildren to
get into the University of Virginia. [laughter]

P: Marshall, I wanted to ask you about your membership on the President's
Special Commission on Aging. And you were involved in this insurance
company. Do the two things go together? Also, which president set up this
special commission?


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M: They are somewhat related. A number of years ago it came to my attention
that the so-called "aged" constituted the largest proportion of any demographic
group, except gender, in Florida. This immediately translated to me as being
the largest such demographic group among our customers, since we cover
such a large part of the state of Florida. Looking at that group, they are well
educated, they generally are adequately financed, they have a lot of time on
their hands, and they are potential troops for any demagogue who comes
along and wants to steer them in the wrong direction--specifically, convince
them that public utilities are their enemies. I decided that the best thing to
do was to get as close to and to learn as much about this group as we could.
Also, the more that you learn about the process of aging the more that you,
as a selfish person, might be able to use for your family's own benefit.

I was appointed as the co-chairman of the business subcommittee of the
White House Conference on Aging. I began to work very closely with Claude
Pepper [United States representative from Florida], whom I have known for
an extended period of time. President Carter had been the first one to
authorize a White House effort toward aging. This was tentatively accepted
by the Reagan administration; they really did not know what it was going to
be. As it turned out, there were a number of special interest groups that
were antagonistic toward business which tried to capture it. They were going
to use it as a springboard to marshal public sentiment into vast new spending
programs for the elderly. We managed to shortstop that effort. We tried to
keep it on the plane of "we want to learn as much about the process of aging
as we can. After we learn about it, then we will see what appears to be the
best role for government, the private sector, and the individuals themselves,
whoever it might be."

Since that time we have been very active on the national and the state scene.
We were the first electric utility company to have a full-time gerontologist on
our staff. She has worked very closely with the various agencies of the
government of the state of Florida, as well as with all of the national agencies
on aging.

In conjunction with this, it appeared that since Florida had a much higher
proportion of the aged than any other state, it would be good from the
standpoint of the United States if programs for the elderly could be tried out
in Florida. The demographic sectioning of Florida right now is the same
that the country as a whole is going to have in the next century. We
presented a possible field testing for anything that people wanted to try, and
I tried to perpetrate it.

I became interested in the program of the state of Florida to have
distinguished scholar chairs where if you raise $600,000 the state would
contribute $400,000 at a university. Having become knowledgeable about a
gerontological center at the University of Southern California, I have wanted
very much to have something like that in Florida. I initiated an effort to raise

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money in the name of Claude Pepper to be used for a chair in gerontology.
He dictated that this should go to Florida State University. I had another
suggestion, but since he was the honoree, his wishes had to dominate. Florida
Power and Light Company and its employees and its office in Washington and
its gerontologist were the principal actors in getting together a birthday party
for Claude Pepper which raised over $700,000.

P: You had $100,000 more than you really needed.

M: Right. There is a chair in gerontology in his name at FSU at the present
time. I have been working with Dr. Otto von Mering [director, Center for
Gerontological Studies] at the Gainesville campus. I think very highly of
him.

We have within FPL Group a Quality Senior Living Council which has
representatives from each of our subsidiary companies. We meet every two
or three months to discuss ways in which we may be of some benefit in efforts
to help the elderly and hopefully help our company, too. We have worked
with Dr. von Mering as well as with others. In conjunction with this, we have
a half ownership in a retirement living complex in Jacksonville. Our partner
is a subsidiary of Reynolds Metals, and we are trying to gather some
information to see whether this is a profitable business for us to go into.

P: What is your operation in Jacksonville?

M: We have a very nice building on the south side of the St. Johns River, down
just a little north of where the bypass [Interstate 295] goes around town,
called Pines of Mandarin.

P: I know where that is. I have a friend who lives there, and it is nice.

M: We are very proud of that. I have been there a number of times, and I think
that for the cost it is a real bargain.

P: You went onto the President's Commission? This is a Reagan appointment,
or was this something that pre-dated him?

M: This was a Carter appointment.

P: I am not getting into that anymore. I do not want you to have to say anything
positive about Jimmy Carter. [laughter]

M: Thank you.

P: Marshall, what kind of a religious man are you?



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M: My grandfather was a Presbyterian minister, and I have an uncle who was a
Presbyterian minister. My father and mother were always active in the
church, and as an only child I was hauled along. I have been active in the
Presbyterian church as an officer at places. I have taught Sunday school.
At the present time I belong to a non-denominational church in Palm Beach
called Royal Poinciana Chapel. It is not a member of any denomination. It
is a separate corporation, and I am the president of the corporation. It was
originally established by Mr. Henry Flagler as a church for the guests of the
Royal Poinciana Hotel and the Breakers Hotel. It is a white frame building,
and it is over 100 years old.

P: Are you a church person?

M: I attend. If not by hereditary, I have come to believe in certain elements of
pre-destination. In fact, my own career in the army lead me to believe that
there is some significantly stronger power than me which caused me not to
get killed three times.

P: As you were parachuting down from the sky?

M: No. I described to you how I was pulled out of one military outfit because
of the mistake in the name. That particular battalion was mainly shot down
by the United States Navy going into Sicily. On another occasion, when I
got out of M.P.s, the platoon that I had had was the only landing craft that
was hit by a French battleship at Oran when they went in to Africa. I had
another occasion, too, where I had not really initiated anything but something
which caused me to move out of a position, and the people who were in that
position were killed.

P: You were a reader when you were a young man growing up. Do you still
like to read?

M: You can tell from looking at my red eyes that I read a great deal.

P: What do you like to read?

M: I am having a very difficult time right now because I am so accustomed to
business reading and to the compulsion that I had to read to get as many
ideas as I could and find new ideas; things which might be taken out of
context from other places and used wherever I was. Business reading used
to dominate the reading that I did. When I was on vacation I would read
whatever I could get. But now I am having to transfer to something else.
Probably my most valued recent Christmas present was that my wife and
youngest son gave me a new edition of the Encyclopedia Britannica, and I am
having a great time working my way through it.



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P: So you have kept that up as something you have loved over the years, from
childhood on.

M: Yes.

P: What do you do for fun?

M: I read, I enjoy playing tennis very much, I enjoy hunting very much.

P: You are still an active tennis player, then.

M: I am an active tennis player.

P: Do you have your own court?

M: I do not have my own court, but three of the four members of the Palm
Beach High School tennis team still live here, and we play together. We
have a number of other tennis players here. In fact, I am taking lessons right
now in anticipation of having more time to play tennis. I just started taking
piano lessons, and I am hoping to get to the point where at least I can play
for my own enjoyment. I do not expect to get to Carnegie Hall.

P: You said you are a hunter.

M: I enjoy hunting very much, bird hunting mainly, although I have enjoyed
goose hunting a great deal and pheasant hunting some. I am not really a
deer hunter.

P: I presume, then, that you are an NRA [National Rifle Association] member.

M: No, I am not a member, but I think that I would subscribe to a lot of their
propaganda. I believe sincerely that we all have the right to bear arms, and
I do not like the thought of some of our crackpots outlawing the right of
American citizens to have arms. I have quite an arsenal of my own--shotguns
and pistols. Having lived in Miami I never had occasion to use it, but had
I the occasion to do it, I think that I would have made it unpleasant for
anyone who broke into the house.

P: What kind of a social person are you?

M: I enjoy being with people once I get there, but I often find it difficult to break
into a strange group.

P: Do you go to parties and do you throw parties?

M: We have, in the course of business, given a lot of parties. I have a very
social wife, and we have a lot of friends. We are having a party tonight. In

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fact, we are having a game party tonight. I have so much frozen game that
my freezer is crammed, and we are having to have three game dinners in
order to relieve the freezer.

P: Let me ask you about politics. As a Southerner, and coming out of the
Democratic party tradition, at least as far as your ancestors were concerned,
I presume that you are now a member of the Republican party.

M: No.

P: You are still a Democrat?

M: I am a Florida Democrat. That means that we have voted Democratic, that
we have registered as Democrats because until the very recent past the only
way that your vote would count in municipal and state elections was as a
Democrat. However, I have never voted for a Democratic candidate for
president.

P: Never?

M: Never.

P: When did you start voting?

M: Wendell L. Willkie might have been the first presidential candidate that I
voted for.

P: In 1940? You were twenty-two years old then. So you did not vote for
Franklin Roosevelt.

M: Never. I have one little aside that you might be interested in. Bernarr
MacFadden, who was a magazine publisher, physical fitness expert, and Miami
Beach hotel owner, supposedly had big muscles and was presumed by all the
young boys to be the prototype of everything that they would like to be. He
moved to Florida in order to run for the United States Senate in 1940, I
believe it was. I was then working for Dean Beaty, and we received an
inquiry that his campaign office wanted somebody on the University of
Florida campus to be his manager and to coordinate a campaign swing that
he was going to make in north Florida, and specifically to arrange something
in Gainesville.

I talked to one of my friends at the Phi Delta Theta house, and we decided
that we would take on the job of being Bernarr MacFadden's campus
campaign managers. We were told when the date would be, so we managed
to get together about seven automobiles, one of which was an old roadster.
We were going to meet our candidate, sit him on the back seat of the


92









roadster with the top down, and have a procession through Gainesville and
around the campus.

Gainesville did not have a regular airport; they had a glorified cow pasture
with a wind sock. For about two hours a very small plane like a Piper Cub
circled over Gainesville with some type of a sound system announcing that
Bernard McFadden was going to be in Gainesville that evening for a
campaign talk. We went out to the cow pasture to pick up this great man
with all the muscles, and here came someone who looked about 5'2" and
looked like he weighed about 85 pounds soaking wet, which really made us
feel somewhat let down. But we picked up our candidate and put him in
our procession, and we drove around town and through the campus honking
our horns. We ultimately deposited him down at the Courthouse Square
[downtown Gainesville] for his talk. Then we got rid of him.

I did not vote for him. He was probably the last man on the ballot. Many
of my friends accused me of getting a life subscription to the magazine that
Bernarr MacFadden put out. Actually, all we got was his thanks. But that
was my early introduction to politics.

P: I remember the parade, and I remember going down to Courthouse Square
and listening to Bernarr MacFadden. He was a loon then, as he always was.

M: That is right. [laughter] When I was in Houston I was active on the precinct
level in the Democratic party. I was a precinct chairman, and I was a
delegate to the city and the state conventions. But I have felt that I am an
old-time southern Democrat and that the Democratic party has left me, I
have not left it.

P: That makes sense if you talk about the period since 1948, perhaps, but it is
hard to believe, coming out of your tradition, that you would have been
voting Republican in 1940.

M: Florida went for [Herbert] Hoover for president in 1928.

P: But that was on the Catholic issue, and not really the Republican situation.

M: Not as far as we were concerned down here. Al Smith [the Democratic
candidate] did not have it. Now, south Florida has never been a member
of the Bible belt. I do not really think that north Florida was, either, but it
came closer. I do not think that Al Smith lost down here on the basis of
being a Catholic.

P: All right. If you want to conduct a successful oral history interview, you
should never get into an argument about religion, sex, or politics with the
interviewee. [laughter] But sometime when the tape recorder is not going,
perhaps we can discuss the 1928 campaign.

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M: Okay. I was never enamored of Franklin D. Roosevelt.

P: Or Harry Truman.

M: Truman, as is becoming evident, has achieved a great deal of stature on an
ex post facto basis.

P: Lots of our presidents have done that, even Abraham Lincoln and Andrew
Jackson. When we look back on their records after a long period of time
we forget the negatives and think only of the positives.

M: That is right. When President Truman canned General [Douglas] McArthur,
I was practicing law in Houston. I was motivated to wire the president. I
dictated to my secretary, and I was told later that she was outside crying
while typing up the dictation--she was quite a Democrat, and I was less than
flattering in the terms that I was using to the president of the United States.

P: Are you an active political person now?

M: I found out when I was with Union Oil Company that a contribution to a
political candidate of the size that an individual like I would make is not
going to buy the candidate, but that it generally placed you on a list kept by
the secretary of the candidate so that if you had something that you needed
to discuss with him you would get in to see him. Otherwise, you might wait
four or five months.

P: You have to pick the winning candidate in order to do that.

M: Obviously, or make a contribution to all the candidates. Public utilities are
considered to be pseudo-governmental agencies. They are so subject to
pressure from the legislature that it is necessary that they maintain a political
presence. I felt that it was in the interest of our customers for us to be as
active politically in matters affecting the electrical utility industry as we could
be. In furtherance of that, we were the fourth company to set up a separate
office in Washington to represent us, and I was also instrumental in merging
two of the electrical utility industry organizations and moving their
headquarters to Washington so that they would have a greater presence in
Washington with the politicians.

My only political office was as president of my law class at the University of
Florida. I recognize that there are a lot of people out in political offices
doing things that I would not do. I would not do it for that money, and I
would not subject myself and my family to the harassment that they get. I
think it is incumbent on me to help to support them. In a fairly modest but
consistent way I do believe in supporting political candidates.


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P: Would you describe yourself as a philanthropist? Are you a giver to things?
You talked about the chair at FSU.

M: I have never had enough free money to where I felt I could dole money out,
and, being Scotch and cheap, that is not my inclination, anyway. I do believe
in being generous with my church. I believe in being generous with activities
like the United Fund and the Boy Scouts. I guess it is kind a matter of
impulse, but I have never had enough money to where I felt that I could buy
personal approprium by giving away money.

P: Marshall, what is your own philosophy of life, and how do you look at the
future?

M: I am an incurable optimist. Being a hereditary Presbyterian I believe in a
version of predestination, which is something like "the Lord helps those who
help themselves, but there also is a being far greater than us who has a great
hand in what happens." I do not see any point in crossing bridges before you
get there. I remember well the comment of one of our poets who said that
"a coward dies a thousand deaths, a brave man dies but once." You cannot
take counsel with your fears and be worried to death. That is why I do not
get as upset about the environment as a lot of people do. So much of the
environmental hysteria has proven to be absolutely wrong. People speculate
on something that will happen to rats under circumstances that I cannot
envision could possibly happen to a human being, and then transfer the fate
of the rats to human beings. There seems to be a capability within the earth
to heal a lot of the stupidity that has been forced upon it. We can screw
things up, but I do not think that everything that we eat or everything that we
do is going to give us cancer. I do not think the earth is about to come to
an end, and I am not going to spend the rest of my life worrying about the
earth's coming to an end.

P: You look to the future with optimism, then. Do you think that this state is
going to continue to grow, that we are going to live in a peaceful world, and
that the criminals and drug addicts are not going to take us over?

M: I think the state will continue to grow. I am like so many people: now that
I am here I am not so anxious for a lot of other folks to come, but they are
going to come. I am building a house in North Carolina, and the people up
there probably wish that I would not come in to ruin their playhouse. I do
not think that the drug addicts or the criminals are going to take over the
world. I think that at some point sensible people are going to overcome the
Americans for Democratic Action, and other such related groups that are so
slanted toward the side of the criminals that the victims do not get a fair
break.

There are going to be wars; man is an aggressive creature. I do not think
we are ever going to outlaw wars. If we outlaw guns, people are going back

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to picking up rocks and hitting each other with them. We have lived through
that in times past. In reading history, it is interesting that when the crossbow
came out there were countries which did not have access to the northern
Italian crossbowmen who wanted the pope to declare this an immoral
weapon. People's thoughts evolve about death and the means of death.

As time goes on we are more subject to mass extinction than we were, like
from nuclear power and from chemicals. On the other hand, we have got a
lot of people in the world right now, conceivably too many of them. In times
past, the degree of expertise of the medical profession and the degree of
sanitation was such that the population was held down. Presently there are
so many people being born and surviving that we have the concern about
what are we going to do with the population. I would hate to speculate on
wars of mass extinction, but from a practical standpoint, I think, we could
have a billion people killed and still have a lot more people than we had a
fairly short time ago. The residual effect in the earth and the way that it
would influence peoples lives would be highly undesirable. But man evolves,
and his thoughts evolve. There are things that I am not accustomed to and
do not even want to think about that I think our children will have the
capability to learn, to rise to whatever occasion is demanded of them. Life
is not going to be the same thing that we were born into. It is going to be
different, but I think that the human race is going to survive.

P: Have you led a happy life?

M: I have always had a happy disposition.

P: You have been able to overcome personal tragedy.

M: I have always felt that there was a reason for what happened. I might not
know what it was, and that, if I believed in that, that was the best way for me
to reconcile myself to things over which I had no control.

P: When did you lose your parents?

M: My father lived to be ninety-three years old, I think I told you earlier. He
died in 1971. My mother died of a fall when she was eighty, and that was
in 1970.

P: So you grew up with your parents. You were already grown.

M: That is right. I had the great benefit of having them as constant supporters.

P: And they lived long enough to enjoy grandchildren.

M: That is right.


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P: What have we not talked about that we should talk about?

M: Well, I do not know whether from a university background there is any
interest in the views that your subjects have of education. This is something
that will take more time than you and I have to talk about, anyway. I am
probably more interested in education than I am in any other single one
subject divorced from my family's personal affairs and my business's unique
affairs.

P: You are talking about formal education?

M: Formal education--K [Kindergarten] through graduate school.

P: What is wrong with it and what is right with it.

M: I am intensely interested in that. I spend a fair amount of my time reading
about it; I attend seminars fairly frequently; I am a member of the education
committee, the Florida Council of 100. I have participated at times past in
various educational seminars, and I intend for this to be one of the activities
in which I will continue to be interested.

P: You have a number of things that you plan to work on now, that presumably
you will have a little bit more leisure time to do them?

M: This education area is one. The other is a group that I helped to start called
the Judicial Council of the State of Florida. It is the only group within the
state that has representatives from each of the levels of judiciary in Florida,
from all the organizations of court officers, and from the general public. Our
purpose is to be a factor in improving the administration of the judicial
system in Florida as one of the roots toward securing speedier justice in
Florida.

P: So you have quite an itinerary planned out for the next twenty or thirty or
forty years.

M: I am hoping for at least twenty-five years.

P: Are you a traveler? Do you like to move around the world?

M: Sam, I have been to the Far East so frequently since our QIP program got
started that if I never get on the "chop stick circuit" again it will be too soon.
I enjoy being somewhere once I get there, but I detest the process of getting
there, particularly if it involves seventeen- and eighteen-hour plane flights.


P: What other parts of the world have you visited?


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