Oral Histories

Anne Barkelew

Full Interview

Transcript

Interviewer: Well let’s move into 1987. At that time, you directed all the PR support that really helped defeat an attempted hostile takeover at Dayton Hudson. Now Arthur Page once said that “All business in a democratic society begins with public permission and exists by public approval.” I don’t know if you actually thought about that statement but would, could that statement I mean did it affect your approach in any decisions? Did you think about any of the Page Principles and the kinds of things that Arthur Page stood for at that time when you were going through that takeover?  And what was your strategy in working with the corporate lawyers, because their first instinct would be to probably not say anything, or as little as possible to the media. And that would be counter, probably to what you would be willing to do. So how did you handle that?

Barkelew: It was a very interesting time. And I was not yet a member of the Page Society. So I didn’t really know about the Page Principles. But being aware of the public and behaving like the public was the most important organization or group that is your responsibility, that’s how we did business all the time. I mean, we were a customer-oriented business. And we, that’s why we gave to the communities where we did business long before the company was a public company. There was a belief that you had to be sure the communities where you did business were healthy and so you gave back. And that was, that gave people a reason to shop in your stores, but you listened to customers, you understood what was important to them. So when we learned, the day we learned when someone was beginning to accumulate shares of our stock, now this is right after we’ve been named the best-managed corporation in America by the University of Southern California, and the general thought was that the only companies that people went after, were companies that were poorly managed or you know had some sort of issue to deal with and that someone thought they could do it better. And so this was quite a surprise. We had another thing going for us and that was we were a Minnesota incorporated company. Unlike many companies that are all incorporated in Delaware, we were incorporated in the state of Minnesota, so we were governed by Minnesota law. So as we sat down and thought to ourselves well, about, I don’t know 60 percent of our stock changed hands in the course of a couple of weeks time, and so we knew that there’s something going on and everyone is trying to track the stock but as always the most valuable source to us is the media because they have all these sources and they would call us and tell us who they had heard it was that was buying our stock. We met as a group. The CEO convened a group of his top advisors and we brought in our outside advisors. And we looked at all of our options, and we decided that the best option, because we had always been so community focused, concerned about our employees, concerned about where we did business, was not to do a knee jerk reaction kind of thing but to very thoughtfully go to the state of Minnesota and say “Let’s look at the law.” “Let’s see, we didn’t’ think it was right. The people that were identified as accumulating our stock were Greenmailers. They were people that would come in and they would they would say. They didn’t really have a lot of money but they would they could get enough money that they could buy a company and then they would come in and break it up and sell it off. Or they would convince you to pay them so much for all their shares that they would ‘greenmail’ you into getting rid of them. Well we didn’t like that. That’s not how we did business. And so we said, “let’s look at the laws.” If someone has good money and wants to buy this company, then you have some fiduciary duties that you can’t ignore, but we don’t think it’s right that you have, that you can come in and break up our company and sell it off.  So we decided that’s the way we were going to go and thus began what we refer to as Seven days in June. And it was a seven-day program that started with a visit to the governor, and who famously said on television that when the CEO called and said I have to meet with you this evening. He said to his wife, “Have you overcharged at Dayton’s?” But at that point in time, we drew up ads to run in newspapers statewide, we commissioned a poll of people in Minnesota to find out if they thought that changing the law, strengthening the law, to prevent people coming in and breaking or busting up companies. We had a slogan that said, “I like Dayton Hudson whole not halved,” because the people were coming after us with halves. And so we launched a seven-day campaign to convince the people of Minnesota that the governor should call a special session and change the law to prevent people from coming in without good money. And so, that was what we learned in the survey of the people of Minnesota, was they all agreed that something should be done. But we had thought it should be because of all the money that we have given or all the contributions we had made. What we found was the people of Minnesota said, “Yes do something for them because they have this wonderful liberal return policy,” and they’ve trusted us all these years, they never asked for a receipt, or they had taken it back if we said we bought it there. So, and that was the tipping point that made it safe for the legislators to agree to have a special session.  And so that was the program and it was the most covered story in the United States, because we were fighting a hostile takeover threat, because so much stock had traded hands and because these people were sort of colorful. And they owned Crown Books, which was a discount bookstore and at the time we owned B. Dalton Bookseller, which was now what you know today as Barnes & Noble. But it was probably, it was, if we could go back and do it over again, there are lots of things we would do over again and one of them was how to deal with lawyers. Because this is something in one of our meetings my CEO said, “have any of you ever done this before?”  And we all said no. We’ve never been through this kind of thing before, so when you have investment bankers and lawyers and everyone telling you, you can’t say this; you can’t say that; you can’t say this. And we kept saying, but we can respond to the media. We can put out news releases, why can’t we communicate with our employees?  But perfect lawyers don’t’ like paper. And so they, they would discourage that. We did a lot of presentations after it was over saying if we could do this again, what would we do differently? And the number one thing is that we would have communicated more quickly with our own employees and I think the turning point was the day that the CEO said “Just tell the lawyers and the bankers to back off, because I’m the captain of the ship, and we’re going to start calling the signals here.” And it was it was an incredible experience for a company. The leadership of a company to go through a threat to the company, not just the way you’ve always had it, but something you believe in. Now the interesting thing with the law is that it was the first time that a law was passed that said that a corporation had to pay attention to its communities where it did business and to its employees and not just to shareholders. So…

Interviewer: We know that you were probably grappling with ethical issues. Did Dayton Hudson have an ethical mission statement? Did you refer to it?

Barkelew: We had a whole book. And it was the way you passed the culture on as the company was growing. When I went to Dayton Hudson, we were about a $5 billion company. And when I left, it was at about when I retired it was about $28 billion so we were growing so rapidly, that the people that, that the senior management felt it was important to write the culture down. And so it wasn’t a one-page credo but it was very clear-cut, that we are in business to service customers and that we aim to be American’s premiere retailer. And that says a lot of things. And then it says that we will always pay attention to the communities where we do business that we will help them be healthy. And so all these things that were there, that talked about how we did business, were really the guiding principle in a lot of things.
If I can use one other example about how that credo influenced how you behaved, we were, we discovered that we had some, well, records and tapes and things like that back in the day when they made records. But tapes and that kind of piece of the business at Target is a big business. And Prince came out with an album where on the jacket cover, and if you remember, go back to that period of time in the ‘80s when you would walk into a store you would see the record jacket covers prominently displayed as you went down the aisle. Well, on this particular one he was strategically posed without any clothing on, and so the decision was, we’re a family store, we operate family stores. And so it took like five seconds to decide that we weren’t going to carry that, even though it was a big margin business and it was driven by the fact that that’s the kind of company we were, that we are.  And so it guided just your automatic reaction into a lot of things. Arthur Page would have been proud of this.