Howard Clark took office as chief executive of American Express in April 1960. \* Less than four years later, the company blundered into the worst scandal in its history, a scandal that threatened the company’s existence. As it turned out, Amexco was extremely fortunate that the board had chosen Clark as CEO. The legal and financial ramifications of the scandal required the knowledge of a lawyer and the skill of an accountant to understand them. Clark, who had trained and worked as both, was the only person in the company who could have handled all the mind- numbing details; even his opponents agreed that he was the best man for the job. He took charge of the affair and guided the company out of the disaster.

霍华德·克拉克于1960年4月就任美国运通首席执行官。*不到四年后，公司卷入了其历史上最严重的一场丑闻，这场丑闻甚至威胁到了公司的生存。事实证明，美国运通董事会任命克拉克为CEO是极其幸运的。这场丑闻在法律和财务层面产生了复杂后果，需要具备律师和会计师的专业知识才能理解。克拉克既受过法律训练，也有会计从业经验，是公司内唯一能够处理这些令人头疼细节的人；即便是他的反对者也一致认为，他是应对危机的最佳人选。他主导了应对工作，成功将公司带出灾难阴影。

Clark proved himself to be a decisive leader during the scandal, but at other times, he seemed a man who could not make up his mind. He would hesitate for months over important decisions, and in the end would do nothing, or put his foot down in what seemed the wrong direction. His supporters claimed he vacillated because he could see all sides of an issue; his detractors called him a “Hamlet.” His tendency to delay became more pronounced as the years went by and especially marked decisions over the long- term strategic direction of the company. In fact, he never developed a clear strategy, in large part because he would not decide on the very identity of the company he ran. His failure to define American Express would ultimately prove a major problem for his successor.

在这场丑闻中，克拉克展现了果断的领导能力，但在其他时候，他却显得优柔寡断。他会在重大决策上犹豫数月，最终不是无所作为，就是做出看似错误的决定。他的支持者认为，他之所以犹豫，是因为他能够看到问题的各个方面；而批评者则称他为“哈姆雷特”。随着时间的推移，他拖延决策的倾向愈发明显，尤其是在涉及公司长期战略方向的问题上。事实上，他始终未能制定出清晰的战略，很大程度上是因为他迟迟无法确定自己所领导公司的核心身份。他未能界定美国运通的企业定位，最终成为他继任者面临的重大难题。

At the same time, Clark left his successor a company with enormous wealth. Although Clark hesitated over large issues such as strategy and identity, he came into office with an agenda to replace Reed’s personal, eccentric management system with a modern organization capable of growth. He implemented his agenda, and his decisions altered the structure and the character of American Express. Before long, Amexco was making more money each year than it had in the first sixty years of this century combined, and it had changed from a modest travel company with a familylike management into a vast institution. Under Clark, Amexco became one of the richest corporations in America and the world.

与此同时，克拉克也为继任者留下了一家极其富有的公司。虽然他在战略和定位等重大问题上优柔寡断，但他上任之初就制定了一个改革目标，即用一个具有增长潜力的现代化组织，取代里德那种个人化、怪异的管理体系。他成功推进了这一议程，他的决策彻底改变了美国运通的组织结构和企业特质。没过多久，美国运通每年的盈利就超过了其整个20世纪前60年的总和，公司也从一家低调、类似家庭式管理的旅行公司，转变为一个庞大的机构。在克拉克的领导下，美国运通成为美国乃至全球最富有的企业之一。

When Clark took office, he set out to make basic changes at American Express, to introduce what the business world considered normal managerial practices. As one executive told the press, Clark was going to pull the company “resisting and screaming into the twentieth century.”

克拉克上任后，着手对美国运通进行基础性改革，引入商界普遍认可的现代管理实践。一位高管对媒体表示，克拉克将把这家公司“在抗拒与尖叫中拉进20世纪”。

Clark planned to bring Amexco into the modern world gradually. In his first few months, the biggest change at Amexco was one of style rather than substance. Unlike Ralph Reed, Clark did not care for the limelight or his place on the social register and was a private individual who rarely showed his feelings. He seemed the epitome of the postwar executive: unflamboyant, a gray- flannel type with a near- professional- caliber golf game. He possessed, too, a model executive’s outlook on the value of technology and the importance of modern business analysis. But Clark proceeded with caution. “I didn’t want to upset the organization by making sixty- five changes the first week,” he said later.

克拉克计划逐步将美国运通带入现代化世界。在他任职最初的几个月里，公司最大的变化体现在风格而非实质内容上。与拉尔夫·里德不同，克拉克不喜欢抛头露面，也不关心自己在社交名流圈的位置。他是个性格内敛、鲜少流露情感的人，堪称战后典型高管的代表：不张扬，身穿灰色法兰绒西装，打着近乎专业水准的高尔夫球。他也具备一个模范高管应有的现代化视野，重视科技价值与商业分析的重要性。但克拉克行事谨慎。他后来表示：“我不想在第一周就做六十五项变革，搞乱整个组织。”

Clark took pains to maintain a sense of continuity. Pictures from 1960 show him surrounded by top managers from the Reed era: Page, Bradford, Ravndal, and Mathews. At the same time, Clark slowly began boosting the younger men: James Henderson, Hasbrouck B. Miller, Richard F. Blanchard, and others. The process of replacing Reed’s men with his own took several years to accomplish, but by the mid- 1960s the average age of executives had dropped from over fifty to forty- six.

克拉克十分注重保持组织的延续性。1960年的照片显示，他依旧与来自里德时代的高管们共事：佩奇、布拉德福德、拉文达尔和马修斯。与此同时，克拉克也开始逐步提拔年轻一代，比如詹姆斯·亨德森、哈斯布鲁克·B·米勒、理查德·F·布兰查德等人。用自己的人马取代里德旧部的过程花了数年时间，但到了1960年代中期，公司高管的平均年龄已从五十多岁下降到四十六岁。

Although he instituted most changes slowly, Clark began an immediate overhaul of the branch- office system. The creation of the Overseas Banking Division had stripped the branch offices of authority over one business activity, but otherwise the system (called unworkable back in 1919) remained in place. When Clark Winter proposed a reorganization of the office network to Reed in the 1950s, he observed that managers still had to run several business lines at once and could not do it effectively. Howard Clark agreed that if the businesses themselves were going to grow significantly, they were going to have to be managed separately. He authorized the reorganization of offices along product lines, a plan given the bureaucratic label “functionalization.” Instead of one manager for all businesses in a geographic area, he designated a manager for travel, a manager for travelers cheques, one for money orders, and so on.

尽管大多数改革推进缓慢，克拉克还是立即着手整顿分支机构系统。尽管海外银行部的设立使分支机构失去了对某一项业务的管理权限，但整个系统（早在1919年就被称为“难以运作”）仍然保留着。上世纪50年代，克拉克·温特向里德提出对办事网络进行重组的建议，他指出，分支机构经理仍需同时管理多个业务线，这种安排难以高效运作。霍华德·克拉克认同这一看法，并认为如果各项业务要显著增长，就必须分开管理。他批准了按产品线重组分支机构的方案，这一计划被赋予了官僚化标签“功能化”。在新的结构下，每项业务都有专责经理，例如出行业务经理、旅行支票经理、汇票经理等等，而不再由一位区域经理统管所有业务。

Howard Clark assigned Clark Winter the task of functionalizing the office system, but as part of the CEO’s gradual approach, Winter changed the U.S. network only. The foreign branches posed a more difficult problem because managers abroad enjoyed status and perquisites far in excess of their actual authority. In the countries where they were stationed, they received honors from foreign governments, went to embassy parties, rode in chauffeur- driven limousines, and saw to the needs of prominent people. For them, functionalization was another word for demotion; whatever their new titles would be, such as manager of freight forwarding, they would lose a great deal of status in the process. Any attempt to introduce functionalization was likely to meet opposition, even open hostility, and perhaps inflict an organizational trauma, which Howard Clark feared. Clark intended to reorganize the foreign network eventually, but the U.S. offices posed fewer dilemmas. Domestic office managers did not enjoy much social status, and so did not have the same automatic resistance to change.\* As a result, the reorganization went forward with a minimum of discord; Winter completed the task in about a year and a half.

霍华德·克拉克将分支机构系统功能化的任务交给了克拉克·温特，但作为CEO渐进式改革的一部分，温特只调整了美国国内网络。海外分支机构则构成了更棘手的问题，因为驻外经理享有远超其实际权力的地位与特权。他们在驻在国可获得政府颁授的荣誉，受邀出席使馆宴会，乘坐专车，服务于各界名流。对他们来说，功能化无异于降职，不论新头衔是“货运经理”还是其他什么，都意味着地位的大幅下降。因此，推动功能化的尝试很可能遭遇抵制，甚至公开敌意，进而引发组织震荡，这是霍华德·克拉克所担心的。虽然他有意最终调整海外网络，但美国国内分支机构阻力更小。国内经理并无多少社会地位，自然也没有那么强烈的变革抗拒情绪。结果，重组工作顺利推进，温特在大约一年半内完成了任务。

Howard Clark made other changes to bring the company into the twentieth century: he altered compensation plans, introduced computers and high- tech telecommunications systems, and created both a planning department and a marketing department.† But during Clark’s early years, the most visible changes at Amexco occurred in the company’s advertising. Initially, Clark did not place a high priority on advertising, but eventually mass- market advertising became a symbol of his era. He personally made a decision to adopt a new logo, a simple blue strip—later a blue box—with the American Express name, and in 1962, he changed advertising agencies from Benton & Bowles to Ogilvy, Benson & Mather. Ogilvy was astounded to see how underpromoted the company had been all through the years; in 1960, its ad budget was only about \$1 million. But Clark boosted advertising expenditures every year thereafter, and Ogilvy made the most of Amexco’s money. The agency developed for Clark a campaign based on the slogan, “The company for people who travel,” the first slick, modern ad campaign in the company’s history.

霍华德·克拉克还实施了其他改革，将公司带入20世纪：他调整了薪酬方案，引入了计算机与先进电信系统，设立了规划部与市场部。但在他任职初期，美国运通最显著的变化出现在广告领域。起初，克拉克并未将广告列为优先事项，但最终，大众广告成为他任期的标志之一。他亲自拍板采用新标志——一条蓝色条纹，后来演变成蓝色方框，并附上“American Express”字样。1962年，他将广告代理商从Benton & Bowles更换为奥美广告公司（Ogilvy, Benson & Mather）。奥美惊讶地发现，这家公司多年来几乎未曾认真推广自己：1960年广告预算仅约100万美元。此后，克拉克逐年增加广告开支，而奥美也善用每一分钱，为其打造了以“为旅行者服务的公司”为口号的宣传战役——这也是公司历史上首个精致、现代的广告系列。

The public soon began to identify the company with its advertising, a process that grew more pronounced in the years that followed. Indeed, Amexco developed a reputation as one of the most persistent and aggressive advertisers in America.

公众很快便通过广告将美国运通与旅行建立起直接联系，且这一趋势在随后的数年中愈加明显。事实上，美国运通逐渐获得了“美国最执着、最强势广告主之一”的名声。

Although Amexco successfully advertised itself as a company for travelers, Clark actually broadened its image. While Small and Reed had tried to convince the world that Amexco was just the world’s biggest travel agent, Clark acknowledged that it was a financial company as well. He did not actually define it as a financial company, but from the time he took office, he displayed far more candor about Amexco than his two predecessors. In a Business Week profile in 1960, written with the company’s cooperation, Amexco was described as a “unique type of financial hybrid,” which made most of its money from investments. The article emphasized the financial side as well by featuring the company’s money managers, Charles A. Cuccinello and Robert Stillson, and the head of the banking division, Robert Townsend. Of course, the magazine referred to travel along with the company’s other “non- financial activities,” such as freight, warehousing, and Hertz- American Express International. But through this story, readers could finally understand that the float on the TC paid the bills at American Express.

尽管美国运通成功地将自己宣传为“旅行者之选”的公司，克拉克实际上拓宽了公司的整体形象。史莫尔与里德曾努力让外界相信美国运通仅仅是全球最大的旅行代理，但克拉克则坦然承认公司也具备金融公司特质。他并未明确将美国运通定义为金融机构，但自上任起，他对公司事务的坦率远胜其两位前任。在1960年《商业周刊》的一篇公司特写中（公司配合撰稿），美国运通被称为“一种独特的金融混合体”，其大部分利润来自投资。文章还专门介绍了公司财务经理查尔斯·A·库奇内洛与罗伯特·斯蒂尔森，以及银行部负责人罗伯特·汤森德。当然，杂志也提及了旅行及其他“非金融业务”，如货运、仓储及赫兹—美国运通国际公司。但通过这篇报道，读者终于可以理解：美国运通依靠旅行支票（TC）所产生的浮存金来支付账单。

This relative candor with the outside world was matched by an internal candor. Through an accounting system that lumped all business results together, Reed had obscured what made money and what did not. Clark altered the accounting system, and in the process, he made possible an honest assessment of each of Amexco’s businesses. From this point on, managers were going to have to set profit objectives and try to meet them—a standard managerial practice unheard of to this point at American Express. In most cases, Clark demanded at least 10 percent growth a year, and those businesses that did not perform might be eliminated, period. “We intend,” he warned European managers in 1960, “to re- examine certain services. There is the possibility of instituting or increasing changes, or of discontinuing categories of business that cannot be made profitable.”

克拉克对外界的坦诚，也在内部管理中得到了体现。里德时期的会计系统将各项业务结果混在一起，使得哪项业务赚钱、哪项不赚钱变得模糊不清。克拉克对此进行了改革，使得公司可以对各项业务进行诚实评估。从此以后，经理们必须设定利润目标并努力实现——这在当时的美国运通是前所未有的标准管理实践。通常情况下，克拉克要求各项业务每年至少增长10%；不达标者将被裁撤，毫不留情。他在1960年警告欧洲经理们：“我们打算重新评估某些服务。有可能会实施变动、提高收费，或干脆终止那些无法盈利的业务类别。”

There was now an honest admission that travel was a loser; Clark even confessed this fact to the press, although he exempted travel from possible elimination because of its tie to the TC. Since sales of the TC now topped \$2 billion annually, Clark could not consider anything that might undercut it. But instead of ignoring or denying the losses in travel as Reed had done, he began an intensive effort to reverse them. For his entire term in office, he and senior staff would puzzle over ideas to make travel profitable. None would ever work.

如今，公司终于坦率承认了旅行业务是亏损项目；克拉克甚至对媒体公开承认了这一点，尽管他豁免了旅行业务不被裁撤，原因在于它与旅行支票（TC）之间的紧密联系。由于TC的年销售额已超过20亿美元，克拉克无法考虑任何可能影响其销售的举措。但与里德过去选择忽视或否认旅行业务亏损不同，克拉克开始全力试图扭转局面。在他整个任期内，他与高层团队不断思考如何让旅行业务实现盈利——却始终无果。

Other units had no such exemption, and Clark’s decree endangered several businesses, especially the American Express Card. Though Clark told *Business Week* that the company was “in the credit card business to stay—and at a profit,” he was not convinced that Amexco could ever achieve that goal. Less than a year after he came into office, Clark and other officials decided the time had come to think about getting out of the card business.

其他业务就没那么幸运了，克拉克的方针令多个部门面临生死存亡，尤其是美国运通卡业务。尽管克拉克对《商业周刊》表示公司“将继续留在信用卡领域——并且要盈利”，但他本人并不确信公司有能力实现这一目标。就在他上任不到一年时，克拉克与其他高管便开始认真考虑是否应该退出信用卡业务。

In 1960, the card looked like a horrible mistake. Losses had continued to grow. No one knew exactly how much the company had lost because Reed’s system of centralized accounting disguised the results. But senior executives estimated that the losses had reached at least \$10 million by this time, with no end in sight to the red ink. Michael Lively, the head of the card operation, believed better times lay ahead. But in the meantime, Clark, the young chief executive, had the unenviable task of going before the board of directors month after month to explain that the losses continued.

1960年，运通卡业务看起来是一桩严重错误。亏损不断扩大，由于里德时期实行中央化的会计制度，具体损失数额无人知晓。但高管们估计截至当时，累计亏损至少已达1,000万美元，且看不到止血的迹象。卡部门负责人迈克尔·莱弗利依然相信未来可期，但年轻的CEO克拉克每个月都得面对董事会，报告亏损仍在持续——这绝非一项令人羡慕的任务。

Clark began to consider the possibility of selling the card altogether. For the better part of a year, he discussed it with his staff. In the fall of 1961, Clark finally made up his mind: he would get rid of the card.

克拉克开始认真考虑彻底出售信用卡业务。近一年时间里，他与管理层反复讨论这一选择。1961年秋天，他终于下定决心：退出信用卡业务。

Clark pursued an old plan, a merger with Diners’ Club. \* The deal, supported by Robert Townsend, would have given Amexco a minority role in a combined operation.\* Though such a move would have been one of the greatest blunders in business history, it made considerable sense at the time. The American Express Card operation did not work; Diners’ Club, though hardly a model organization, did. Through a deal with Diners’ Club, Amexco could get out of a losing business and start to make some money. Clark decided to try to make a deal.

克拉克重新启动了一个旧方案：与大来俱乐部（Diners’ Club）合并。这一提议得到了罗伯特·汤森德的支持，合并后，美国运通将成为联合公司中的小股东。虽然事后看来，这将成为商界历史上最严重的错误之一，但在当时，此举却显得颇为合理。美国运通卡业务一直未见起色；尽管大来俱乐部也算不上是行业典范，但它的运营确实成功。通过与大来达成协议，美国运通可以摆脱亏损业务并开始赚钱。克拉克决定推动这项交易。

The two companies engaged in preliminary talks early in 1961. But initial discussions broke off largely because of continued uncertainty among Amexco officials. Without a merger, however, Clark still faced the problem of a division that was seriously draining the company’s treasury, and in the spring of 1961, he decided to find a new person to run the card division. He lacked any candidates inside the company, so he looked outside and picked George W. Waters, forty- five, formerly the chief operating officer of a retail and grocery chain.

两家公司在1961年初展开初步谈判，但由于美国运通内部始终犹豫不决，谈判最终搁浅。然而，未能合并的结果意味着克拉克仍必须面对一个严重蚕食公司资金的部门。于是，在1961年春，他决定为卡部门寻找新负责人。公司内部无人合适，他只得向外寻才，最终选择了45岁的乔治·W·沃特斯，他曾是某零售连锁及食品杂货集团的首席运营官。

Waters, who had lost his job as a result of a merger, was by his own reckoning “the most disqualified person you could ever have to fill the job of general manager of the card division. I was not in the credit business, I was not in the travel business, I was not in the financial business.” But actually, Waters did bring some important qualifications to the position. He had extensive managerial experience, and experience in marketing and data processing, both of which were crucial to the card business.

沃特斯因公司合并而失业，按他自己的说法，他是“你能找到的最不适合担任信用卡部门总经理的人选。我不在信用行业，不在旅游行业，也不在金融行业。”但实际上，沃特斯具备一些至关重要的能力：他有丰富的管理经验，擅长市场营销与数据处理——这两项能力对信用卡业务至关重要。

Waters also possessed a large ego and a strong will. He was the kind of individual who would institute change immediately and demand high performance from his staff, a manager who would either save the card or kill it quickly. At this point, a quick death probably seemed a better alternative to the slow hemorrhage the card was undergoing.

沃特斯还拥有强烈的自信心和坚强的意志。他是那种会立即推动改革并对下属提出高绩效要求的人——要么拯救信用卡业务，要么速战速决地结束它。考虑到当时信用卡业务的慢性出血状态，一个迅速终结可能反而是更可取的方案。

While Waters was considering the job, Clark told him next to nothing about the state of the card operation. To get some idea of the business, Waters studied the publicly available reports on credit cards generally. He noted two points in particular. One was the phenomenal growth rate of the American Express Card, on the order of 25 percent compounded per year. (“I never heard of such a thing,” he said.) Also, based on results from Diners’ Club, he estimated Amexco’s card division should be producing profits of about \$5 million per year.

在考虑是否接受任命期间，克拉克几乎没有向沃特斯透露卡业务的真实状况。为了了解情况，沃特斯研究了市场上关于信用卡行业的公开报告。他特别注意到两点：一是美国运通卡的年复合增长率高达25%，“我从未听说过有哪项业务增长这么快，”他说。二是基于大来俱乐部的运营数据，他估算美国运通卡部门本应每年带来约500万美元利润。

Waters went back to see Clark for a final interview. He told Amexco’s CEO that he welcomed the opportunity to run the card division, but he insisted on three conditions. He wanted assurance that Amexco was committed to staying in the business; Clark said yes. He needed a pledge, too, that Amexco was committed to providing money and other resources for the business; Clark once more agreed. And third, Waters insisted that he have full authority and responsibility for the division; if he could not do the job, he would get out, but he had to try it his way. When Clark accepted that condition as well, Waters signed on as the new manager of the card division. It was only then that he learned the truth about the American Express Card: that his job was to rescue a troubled operation.

沃特斯再次与克拉克面谈，并表示他愿意接手卡业务，但提出了三个条件：一是希望获得公司坚定承诺，将继续经营信用卡业务；克拉克表示同意；二是公司必须承诺提供资金与资源支持；克拉克再次同意；三是沃特斯必须拥有全面的权力与责任来管理该部门，如果做不成就会主动辞职，但必须照他的方法来试一次。克拉克接受了所有条件，沃特斯正式成为卡业务负责人。直到这时，他才真正意识到：他的工作是拯救一个陷入困境的业务。

He had barely settled into his office, however, when Amexco once again began to think of ways to separate itself from the credit- card business. This time the third major card company, Hilton Hotels, which had launched its Carte Blanche card soon after Amexco had launched its card, brought a proposal to Clark. Hilton, like Amexco, had tried earlier in the year to negotiate a deal with Diners’ Club. When those talks fell through, it approached American Express. Carte Blanche officials suggested the two companies, Hilton and American Express, spin off their card divisions into one separate company. This way they could join the strengths of the two operations and benefit from economies of scale.

然而，沃特斯刚安顿好，美国运通就又开始考虑如何脱离信用卡业务。这一次，是第三大信用卡公司——希尔顿酒店提出了建议。该公司在美国运通推出信用卡后不久，便推出了Carte Blanche卡。和运通一样，希尔顿年初也曾与大来俱乐部谈判，但未能达成协议，于是转向运通。Carte Blanche方面建议，两家公司将各自的信用卡部门剥离出来，合并成一家独立新公司，以整合资源并实现规模经济。

Clark told Waters to study the proposal, and Waters concluded it was a terrible idea. “They were in worse shape than we were,” he recalled. He called the two operations “two indigestions, two negatives,” and he noted to Clark that the “only place where two negatives make a positive is algebra and this is not algebra, this is business.” He told Clark, however, that a merger with Diners’ Club might make sense because that organization was profitable.

克拉克让沃特斯研究这项提议，沃特斯得出结论：这是个糟糕透顶的主意。“他们的状况比我们还糟糕，”他回忆说。他称这两家业务为“两块积食、两个负号”，还对克拉克指出，“只有在代数里两个负数才会变成正数，但这不是代数，这是商业。”不过他也补充说，与大来俱乐部的合并或许是合理的，因为那家公司是盈利的。

Clark took his advice, broke off talks with Carte Blanche, and resumed them with Diners’ Club. In the fall of 1961, senior executives of the two companies met and made a serious effort to reach an agreement. They exchanged confidential information, worked on the outlines of a merger pact, and were not far from closing a deal. Amexco’s board approved a merger in principle, with three members voting against: Reed, Clarkson and N. F. Page.

克拉克听取了沃特斯的建议，中止了与Carte Blanche的谈判，并重新启动与大来俱乐部的谈判。1961年秋，两家公司高管展开了严肃的协商，交换了保密资料，开始拟定合并协议的框架，距离达成交易已经不远。美国运通董事会原则上批准了这项合并计划，只有三位董事投了反对票：里德、克拉克森和N.F.佩奇。

Though Waters had to some extent rekindled the idea of an Amexco–Diners’ Club merger, he was dismayed when he heard the news. He pronounced himself completely opposed to an agreement. But Waters had just arrived, and how could Clark go by the opinion of a man who did not really know how much trouble the card had been for four years? Waters tried enlisting supporters among Amexco executives to head off the merger, but that did not help. Clark had decided to make the deal; the board had agreed; most senior managers agreed. There were only the details to work out.

尽管正是沃特斯在某种程度上重新点燃了运通与大来俱乐部合并的想法，但当他听说消息后却极为沮丧，公开表示坚决反对。但沃特斯毕竟刚刚上任，克拉克怎能听从一个尚未真正了解过去四年来卡业务问题的人的意见？沃特斯试图在公司内部争取支持者阻止合并，但并未奏效。克拉克已下定决心要达成交易，董事会支持，大多数高管也表示赞同，只剩下具体细节待敲定。

But then, abruptly, Clark was forced to reverse himself. Amexco had consulted with leading antitrust attorneys, and they said emphatically that the merger could not take place. Amexco and Diners’ Club could have merged in 1956 or 1957; Amexco had no card then. Now a merger between the two would create an overwhelmingly dominant company in what had become a highly competitive industry. Amexco decided not to test that opinion. On November 22, 1961, the Wall Street Journal reported that talks between American Express and Diners’ Club had broken off; they would not be resumed.

然而，就在此时，克拉克被迫改变了主意。美国运通向知名反垄断律师咨询后，对方明确表示该项合并不可进行。若在1956或1957年时运通尚未进入信用卡市场，合并尚有可行性；但如今两家合并将构成对一个已高度竞争的行业的压倒性垄断。美国运通决定不冒险挑战这一判断。1961年11月22日，《华尔街日报》报道，美国运通与大来俱乐部的合并谈判已经中止，且不会重启。

No one was happier than George Waters. He had already started to attack the problems in the division. He overhauled the accounting system, tried to bring the correspondence up to date, and instituted tough credit policies. He gave orders that when a payment was thirty days overdue, the company would dun a cardholder. (Previously Amexco waited ninety days before it began to press for payment.) Waters quickly took chronic late-payers off the membership rolls and made it tougher for people to qualify for the card. To generate more revenue, he raised the card fee from \$6 to \$8, and soon after that to \$10. But so valued had Amexco's card become that the number of cardholders continued to rise even as the number of bad debts fell dramatically.

乔治·沃特斯无疑是最欣喜的人。他已经着手整顿卡部门的问题：彻底改革会计系统，努力清理积压的往来信函，并施行严格的信贷政策。他下令，只要逾期超过30天，公司就必须催收账款（此前运通要等到90天才开始追款）。沃特斯迅速将长期拖欠的持卡人除名，并提高了申请信用卡的门槛。为了增加收入，他将年费从6美元提高到8美元，随后又涨至10美元。但美国运通卡的价值已经深植人心，即使年费上涨、不良债务大幅减少，持卡人数仍持续增长。

Waters also managed to raise the discount rate with a minimum of protest from service establishments. Employing marketing concepts he had learned in the retail business, he instituted a cooperative advertising program, taking a percentage of his advertising budget to help plug those companies that accepted the card. The number of service establishments rose steadily, reaching 82,000 in 1962.

沃特斯还成功提高了向商户收取的折扣率，而遭遇的抗议却很少。他借用零售行业学到的市场营销概念，推出了一项联合广告计划：将广告预算的一部分用于推广接受运通卡的商户。接受运通卡的服务机构数量稳步上升，到1962年已达82,000家。

Waters’s efforts produced results in a year. Clark happily reported at the end of that year that the card had made a small profit, its first profit ever. Charge volume rose 24 percent over the previous year, and the number of cardholders reached 900,000. Because of the turnaround in the card (because it was now adding a small amount instead of significantly draining the company’s resources), Amexco recorded profits overall of more than \$10 million for the first time in decades.

沃特斯的努力在一年内见效。年末，克拉克欣喜地宣布，运通卡实现了有史以来的首次盈利。刷卡交易量较前一年增长24%，持卡人数达90万。由于卡业务的扭亏（它不再成为公司资金的沉重负担，而是贡献了一点利润），美国运通几十年来首次实现整体盈利超过1,000万美元。

By 1967, card volume reached \$1.1 billion, the number of cardholders more than 2 million, and profits from the card alone \$6.5 million. By then, the American Express Card had attained importance equal to that of the American Express TC. Indeed, it would supplant travel in the public mind as Amexco’s single most identifiable product.

到1967年，卡业务交易额已达11亿美元，持卡人数超过200万，卡业务单项利润达650万美元。至此，美国运通卡的重要性已可与旅行支票相提并论。事实上，它将逐渐取代旅游业务，成为公众眼中美国运通最具代表性的产品。

Once he had addressed the problems of the card, Clark focused his attention on some of the company’s other marginal or losing operations, and he began a process of fiddling with the products and services of the company that was to last to the end of his tenure as CEO. For more than fifteen years, he added, subtracted, and altered businesses, seeking operations that could both meet his profit and growth goals, and that also, in some undefined way, fit with the rest of the company. It was a process that never had a clear focus and led mostly to dead ends.

在解决了卡业务的问题之后，克拉克将注意力转向了公司其他边缘化或亏损的业务，并开启了一项将持续整个任期的“调整实验”：不断增减、修改公司的产品与服务，以寻找既能符合盈利与增长目标、又能以某种说不清的方式与公司其他业务契合的项目。这一过程始终缺乏明确的方向，大多也走入了死胡同。

Initially, he reviewed four company operations which were marginally profitable: first, an industrial-financing company in Europe, an operation started in 1960 and owned jointly with CIT Financial Corp.; second, Wells Fargo armored cars, in which Amexco had a stake of a little more more than 60 percent; third, the European car-rental operation, Hertz-American Express International (HAEI); and finally, field warehousing. Clark decided to get out of the joint venture with CIT, to acquire all or most of the shares of the armored-car service, and he weighed the options of either getting out of the car-rental operation or buying all of the Hertz Corporation. The joint company, HAEI, was profitable and growing, but the arrangement was unsatisfactory to Amexco. It owned 49 percent, Hertz 51 percent; that meant American Express had a large stake, but little authority. In 1962, Clark investigated the option of selling Amexco’s stake in HAEI. He asked Lehman Brothers about a possible public offering of HAEI stock, but even though the investment bankers thought the offering would go well, the idea died.

起初，他审查了公司四项利润微薄的业务：第一是欧洲的一家工业金融公司，该公司于1960年成立，由美国运通与CIT金融公司合资；第二是Wells Fargo装甲车业务，美国运通持有60%以上股份；第三是欧洲的汽车租赁业务——赫兹-美国运通国际公司（HAEI）；最后是仓储业务。克拉克决定退出与CIT的合资，收购装甲车业务的大部分或全部股份，并权衡是否退出汽车租赁业务或干脆收购整个赫兹公司。HAEI盈利且增长良好，但对美国运通来说，这种安排令人不满：公司拥有49%的股份，而赫兹拥有51%，意味着美国运通虽持有大额股权却无决策权。1962年，克拉克研究出售HAEI股份的可能性，他向雷曼兄弟咨询是否可以公开发行HAEI的股票，尽管投资银行认为会很成功，这个想法最终还是被搁置了。

By early 1963, he contemplated an entirely different course—what Townsend had proposed in 1957. Lehman Brothers prepared a memo for both Clark and Hertz CEO Leon Greenebaum for “a possible merger” of Hertz into Amexco. Lehman Brothers thought it would be a terrific combination and pushed it strongly. Clark asked Ogilvy, Benson & Mather for its views, and Amexco’s advertising agency gave “an enthusiastic ‘yes’” to the idea. By the time Clark submitted a proposal to the executive committee of American Express, he was largely in favor of a deal as well. He noted the strong marketing fit between the companies for “people who travel.” Yet Clark displayed one sign of uncertainty: he would only pursue the deal, he said, if he had the board’s approval. “I hesitate to start \[the process toward a merger],” he wrote, “if there is opposition on the part of the Directors.” At the EC meeting and after, Clark found that there was indeed opposition. Members of the committee expressed concern about the deal and about Hertz itself. Some felt that Hertz had not grown very much, a charge Clark tried to dispute. But within a week, he seemed ready to shelve the plan and suggested an alternative: to buy out Hertz-American Express International. But that idea also went nowhere, and by the middle of 1963, Clark had not come to any final decision on HAEI.

到了1963年初，他开始考虑一条完全不同的路径——这实际上是汤森德在1957年提出的建议。雷曼兄弟为克拉克与赫兹公司首席执行官利昂·格林鲍姆撰写了一份关于“赫兹并入美国运通的可能合并”的备忘录。雷曼兄弟认为这将是一个极佳的组合，并大力推动。克拉克还征询了奥美广告（Ogilvy, Benson & Mather）的意见，这家广告代理也“热情地”支持这个想法。当克拉克将这一提案提交给美国运通的执行委员会时，他本人也基本支持达成交易。他指出两家公司在“服务于旅行者”的市场定位上高度契合。但克拉克也表现出了一丝犹疑：他说，只有在获得董事会批准的前提下，他才会推进这项交易。“如果董事们反对，我不愿轻易启动\[合并流程]，”他写道。在执行委员会会议期间及其后，克拉克发现确实存在反对意见。委员会成员对交易本身及赫兹公司表示担忧。一些人认为赫兹发展乏力，克拉克试图反驳这一点。但不到一周时间，他就准备搁置该计划，并提出另一个替代方案：收购赫兹-美国运通国际的全部股份。然而，这一想法同样未能推进。到1963年中期，克拉克对HAEI仍未做出最终决定。

Meanwhile, he had turned to the last of the four marginal operations: field warehousing. But Clark took it in hand too late to prevent a major scandal in the field warehousing subsidiary, which exploded before the end of 1963. The scandal would bring Amexco to the brink of insolvency; it was completely unexpected, unforeseen, and in many ways unbelievable. It seemed impossible to executives of the company and the financial world as a whole that a business which added next to nothing to the company’s profits could nearly topple a 113-year-old institution. But it was possible, paradoxically, because the operation was insignificant to the company’s profits. The subsidiary was not carefully supervised; it was in fact practically ignored by the parent. Nevertheless, if the operation was to remain a part of the company, the executives who ran and sponsored warehousing needed to prove that they could create a profitable enterprise and contribute to Amexco as a whole. They fell victim to fraud or, more accurately, to the illusion of their own success. The men who allowed the scandal to blow up destroyed their careers. But while the scandal threatened to destroy Amexco as well, it had a perverse effect on the company: in the end, it actually strengthened American Express.

与此同时，他开始关注四项边缘业务中的最后一项：仓储业务。但克拉克介入得太晚，未能阻止其子公司发生一起重大丑闻，该丑闻于1963年底前爆发。事件几乎将美国运通推向破产边缘，完全出乎意料，几乎令人难以置信。公司高层乃至整个金融界都不敢相信，一项几乎不为公司带来利润的业务，竟能动摇一个拥有113年历史的老牌企业。但这种可能性恰恰因为该业务对公司利润毫无贡献而存在。这家子公司几乎未被母公司监管，事实上几乎被忽略。然而，既然该业务仍属于公司体系，负责和支持这项业务的管理者就需要证明他们能够打造一家盈利企业并对美国运通整体做出贡献。他们却成为了欺诈的受害者，或者更准确地说，是他们“成功幻象”的牺牲品。那些放任丑闻爆发的人，最终断送了自己的职业生涯。尽管这场丑闻也一度威胁到美国运通的生存，但它对公司的影响却出人意料地带来了反向推动：最终，这反而强化了美国运通。

Despite Reed’s boundless enthusiasm and optimism, field warehousing had never been anything more (or less) than a nuisance. Hasbrouck B. Miller, Reed’s assistant, later company secretary and executive VP under Clark, once referred to this subsidiary as a “net distraction without a future.” From 1944 through 1962, the American Express Field Warehousing Corporation (AEFW) lost money in nine years and made money in ten, but still showed a cumulative net loss. The numbers were always very small; neither profits nor losses in any one year ever exceeded \$101,000. In 1952, the ledger showed the subsidiary \$106 in the red; five years later, it posted a grand \$343 profit. Even though Amexco was then hardly the giant it later became, these were meaningless sums.

尽管里德对该业务充满激情与乐观，但仓储业务始终不过是一项“鸡肋”。哈斯布鲁克·B·米勒（Reed的助手，后来在克拉克手下担任公司秘书及执行副总裁）曾称这家子公司是“一项没有未来的净负担”。从1944年到1962年，美国运通仓储公司（AEFW）有九年亏损、十年盈利，但整体上仍为累计亏损。其财务数据始终微不足道：无论哪一年的盈亏都从未超过10.1万美元。1952年账面显示亏损106美元；五年后则取得343美元的可怜盈利。即使当时的美国运通还远未发展成后来的巨头，这些数字依旧毫无意义。

On top of this, a number of senior executives disliked the business. Even after his retirement, Howard Smith would disparage the warehousing business over lunch with his friend N. F. Page—nominally the head of AEFW as well as a senior VP of the parent company. Clarkson never cared for the warehousing business either, nor did Howard Clark. Even Page, himself, at times doubted the subsidiary could ever be profitable. AEFW had only two strong boosters: Donald Miller (no relation to H. B. Miller), a lawyer who became the operating head of AEFW in the 1950s; and Ralph Reed. Miller reported to Page who reported to Reed. After a while, no one else even knew what was going on in AEFW. Miller promised Reed he could make AEFW profitable, and Reed backed him. Reed would never consider getting rid of warehousing. As Miller acknowledged, “If it had not been for Reed, Warehousing would have been sold long ago.”

更糟的是，公司多位高管对这项业务都不感兴趣。即便在退休之后，霍华德·史密斯在与朋友N.F. 佩奇共进午餐时仍会贬低仓储业务——佩奇名义上是AEFW的负责人，同时还是美国运通母公司的高级副总裁。克拉克森也从未喜欢过这个业务，霍华德·克拉克更是如此。甚至连佩奇本人，有时也怀疑这个子公司是否有盈利的可能。AEFW只有两位坚定的支持者：一位是唐纳德·米勒（与H.B.米勒无亲属关系），一位是拉尔夫·里德。米勒是律师，1950年代成为AEFW的业务负责人，他向佩奇汇报，而佩奇则向里德汇报。时间一久，AEFW的情况公司其他人几乎一无所知。米勒向里德保证他能让AEFW实现盈利，而里德则全力支持他。里德从未考虑过放弃仓储业务。正如米勒所承认的那样，“如果不是因为里德，仓储业务早就被出售了。”

After 1960, of course, Clark had the opportunity to get rid of the subsidiary, if he wanted to, but he ignored it during his first couple of years. It was, after all, just a minor nuisance; there were more important matters to worry about, such as the card. Indeed, AEFW was, as Donald Miller promised, making some money. In 1959, it posted its best year ever: a net of \$98,871. Though profits slipped in 1960 to only \$30,000, it still produced enough black ink so that Clark had no reason to act quickly.

1960年之后，克拉克本有机会剥离这个子公司——如果他愿意的话——但他在最初的几年里对此置若罔闻。毕竟，这只是一件小麻烦，公司还有更重要的事务要处理，比如信用卡业务。事实上，就像唐纳德·米勒承诺的那样，AEFW确实带来了一些利润。1959年是它历史上表现最好的一年，净利润为98,871美元。尽管1960年利润下滑到仅3万美元，但仍然维持在盈余状态，因此克拉克并没有迫切理由采取行动。

But, in this case, appearances deceived everyone, including Clark and other senior executives. From 1960 on, there were warnings of trouble, but no one quite believed them. Amexco’s management instead preferred to accept the statements of net income, the assurances of Donald Miller, and the theory that, even if something were wrong at AEFW, it could not be very bad because this business was so insignificant. But the profits were illusory.

然而，这一次，表象欺骗了所有人，包括克拉克和其他高层。自1960年起，就陆续出现了预警信号，但无人真正相信。美国运通的管理层宁愿相信净收入报表、唐纳德·米勒的保证，以及这样一个假设：即便AEFW确实存在问题，也不会太严重，毕竟这项业务太微不足道。但事实上，那些利润是虚假的。

AEFW had about 500 accounts by the late 1950s, but all the profit came from two—Freezer House Corp. and Allied Crude Vegetable Oil Refining Corporation, most especially the latter. Both companies were controlled by the same man: Anthony “Tino” DeAngelis. The story of DeAngelis was described in full by journalist Norman C. Miller (no relation to either H.B. or Donald Miller) in a book he wrote in 1965. The man Miller called “tubby little Tino” had an ego and ambition that matched his girth. A poor boy, Tino had worked his way up the ladder from butcher to head of several companies, the most important of which was Allied Crude, a major firm in the vegetable-oil business. DeAngelis had even higher hopes for himself. He wanted to be the biggest man in the business, the “salad oil king.” To get there, he had to have financing, but there he had a problem. Along the way to the top, he had experienced a few bumps: a bankruptcy, trouble with the IRS, the kinds of problems that made lenders wary, the kinds of problems that required the help of a field-warehousing organization.

到1950年代末，AEFW有大约500个客户，但几乎所有利润都来自其中两个账户——Freezer House公司和Allied Crude植物油精炼公司，尤其是后者。这两家公司都由同一个人控制：安东尼·“蒂诺”·德安杰利斯（Anthony “Tino” DeAngelis）。记者诺曼·C·米勒（与H.B.米勒和唐纳德·米勒无亲属关系）在其1965年的著作中详述了德安杰利斯的故事。他称这个人“矮胖的蒂诺”，有着与体型匹配的野心和自负。出身贫寒的蒂诺从一个屠夫一路爬升，最终掌管了数家公司，其中最重要的就是Allied Crude——一家在植物油行业中地位显赫的企业。德安杰利斯对自己还有更大的梦想：他想成为该行业最大的角色，成为“沙拉油之王”。要实现这个梦想，他必须获得融资——但这正是他的难题。崛起过程中，他经历了一些波折：破产、与美国国税局的纠纷……这些都令放贷机构望而却步，也正是这类问题让他不得不寻求仓储金融机构的协助。

In 1957, less than a year after Allied came into being, Tino’s cousin, Michael DeAngelis (one of seven relatives on Tino’s payroll), called Donald Miller. Miller was taken on a tour of Allied’s tank farm, a forest of old oil storage tanks in Bayonne, New Jersey. Miller seemed to like what he saw, but before he took the account, he inquired about Tino’s credit history with Dun & Bradstreet. He heard then about the bankruptcy and the tax problems, but Miller also learned that leading exporters had put their credit on the line for Allied. If Allied was good enough for them, he reasoned, it was good enough for AEFW. (Later, everyone else assumed that if Allied was good enough for Amexco, it had to be all right.) By July 1957, Miller informed the board of AEFW that he was taking on the Allied account, which he predicted, “may assume major proportions in time to come.”

1957年，Allied成立不到一年，蒂诺的堂弟迈克尔·德安杰利斯（他是蒂诺公司薪资名单上的七位亲属之一）联系了唐纳德·米勒。米勒受邀参观了位于新泽西州贝永的Allied储油罐园区——那是一片由旧储油罐组成的“森林”。米勒对所见似乎颇为满意，但在接手该客户之前，他通过邓白氏公司查询了蒂诺的信用记录。他得知了此前的破产案和税务问题，但同时也发现多家知名出口商已为Allied背书。米勒认为，既然这些出口商愿意承担信用风险，AEFW也可以接受这个客户。（后来其他人也都默认：既然Allied得到了美国运通的认可，那就肯定没问题。）1957年7月，米勒通知AEFW董事会，他将接手Allied这个客户，并预测其“未来可能成为一个大型账户”。

Though Miller initially reported inventory worth about \$100,000, he knew DeAngelis had plans to use AEFW inventory receipts to borrow far more than that from the banks and leading commodity-trading companies. Miller set a credit limit of \$900,000. If he had picked \$1 million, he would have needed approval from AEFW’s board, but this way, Miller avoided any debate.

尽管米勒最初申报的库存价值约为10万美元，但他知道德安杰利斯计划利用AEFW的仓单向银行和主要商品交易公司借取远超过这一金额的资金。米勒为其设定了90万美元的信贷上限。若设定为100万美元，他则需要AEFW董事会的审批，而90万美元则可以避开争议。

The warehouse account was set up in the usual way. Amexco warehousing officials went down to the Bayonne facility and segregated a certain amount of inventory, which became the “AEFW Warehouse.” Then they hired some Allied men to act as custodians, subject to supervision and periodic visits from AEFW officials. This was all standard operating procedure, but this was not the standard company. DeAngelis was, to use Norman Miller’s characterization, more a “padrone” to his people than a mere employer; they, more loyal retainers than employees. Tino treated them well. Thomas F. Clarkin, for example, was one of the custodians hired by Amexco. AEFW paid him \$500 per month, but Tino paid him \$400 per week as a messenger. This was not a case of divided loyalties. Loyalties were clear; they belonged to Tino.

这个仓储账户是按标准流程设立的。美国运通仓储部门的员工前往贝永园区，划分出一部分库存，作为“AEFW仓库”。随后，他们雇佣了一些Allied员工担任保管员，表面上由AEFW监督并定期巡查。这一切都是标准操作流程，但Allied并不是一家“标准公司”。如诺曼·米勒所描述，德安杰利斯对其下属而言，更像是“庇护人”（padrone）而非普通雇主；而他们对蒂诺的忠诚也更像是封臣而非员工。蒂诺待他们极为优厚。举例来说，托马斯·F·克拉金是由美国运通雇佣的保管员，AEFW每月付他500美元工资，而蒂诺则每周再额外支付他400美元作为“信使费”。这并非忠诚分裂的问题——忠诚的方向显而易见，全在蒂诺身上。

Amexco could see nothing amiss, and officials were delighted with the account. Page wrote in 1959, “The crude oil account turned in \$12,000 in February with damn little expense. That’s what we need more of.” In fact, this account was not simply profitable. Because of it alone, AEFW could report positive results. “You can easily see,” Page added, “where we could be if something happened to the account.” Miller, whose job depended ultimately on his ability to make AEFW successful, agreed on the importance of the Allied account. From the outset, he and his men wanted to please Tino DeAngelis lest he take his business elsewhere.

美国运通公司当时并未察觉任何异常，管理层对这笔客户账户感到非常满意。佩奇在1959年写道：“这笔原油账户2月份就带来了1.2万美元收入，几乎没有什么成本。我们就需要更多这样的业务。”实际上，这个账户不仅仅是盈利的，它本身就是AEFW能够实现整体正收益的原因。“你很容易看出，”佩奇补充道，“如果这个账户出问题了，我们会处于什么境地。”米勒的职位最终取决于他能否让AEFW成功运营，他也承认Allied账户的重要性。从一开始，他和他的团队就小心翼翼地讨好蒂诺·德安杰利斯，生怕他将业务转移到其他地方。

This was backwards of course; Tino needed American Express more than American Express needed Tino, and a few people at 65 Broadway noted that fact. Michael W. Casserly, an assistant secretary of AEFW, wrote in 1958, “Without us they have nothing.” Casserly also spotted dangers connected to the Allied account. No one at Amexco, he realized, knew enough about vegetable oils to assess the value of the inventory accurately. He called for testing of the oils by qualified chemists and urged that an independent custodian—not an Allied employee—be placed permanently on the scene.

当然，这其实是本末倒置的：蒂诺比美国运通更依赖这段合作关系，而在百老汇65号总部的少数人看清了这一点。AEFW助理秘书迈克尔·W·卡瑟利在1958年写道：“没有我们，他们什么也不是。”卡瑟利还识别出与Allied账户相关的风险。他意识到，美国运通内部没有任何人真正了解植物油，也就无法准确评估库存的实际价值。他呼吁由具备资质的化学师来测试这些油品，并强烈建议在现场长期派驻一位独立保管员——而非Allied的雇员。

Casserly also pointed out a means of fraud at the Bayonne tank farm. He had discovered that there was a network of underground pipes connecting the tanks. To confound the inspectors, oil could be piped secretly from one tank to the other. This did not seem likely since the pipes appeared to be closed, but as Casserly noted, “It would take a qualified engineer to determine whether one lock on each tank is sufficient to actually lock up a tank because of the underground system.” Donald Miller took no action. Already, Tino had become a big account; by the end of 1958, AEFW had given him receipts on which he could borrow \$3.7 million, and he was paying Amexco \$150,000 a year in storage fees.

卡瑟利还指出了贝永油罐场可能存在的欺诈方式。他发现，这些油罐之间有地下管道相连。为了混淆检查人员，可以将油从一个罐子偷偷转移到另一个罐中。尽管这些管道表面上是封闭的，但正如卡瑟利所说：“是否只用一个锁就能确保每个油罐真的被封存？这必须由专业工程师来判定，因为地下管道的存在使得情况复杂。”然而，唐纳德·米勒并未采取任何行动。此时，蒂诺已成为AEFW的大客户；到1958年底，AEFW已向他出具了可供贷款使用的仓单，金额高达370万美元，而他每年向美国运通支付15万美元的仓储费用。

The account grew nicely. In early 1960, at the time Reed finally stepped down, Miller told the AEFW board that the warehousing unit had 65 million pounds of oil in its care at Allied, worth about \$6.5 million. (The price of soybean oil—most of the inventory—fluctuated, but averaged about 10 cents a pound.) In some months, however, turnover had a value as high as \$17 million. The size of the account began to make some of the bankers who had loaned money on Amexco’s receipts nervous. A banker from Continental Illinois Bank & Trust called on AEFW officials one day and asked, given the size of the Allied account, might it not be a good idea to have an independent AEFW custodian at the scene? Thomas J. McLarney, the AEFW inspector who had charge of the Bayonne tank farm, thanked the banker for his visit but politely said no.

该账户不断扩张。1960年初，也正是里德最终卸任之时，米勒向AEFW董事会报告称，该部门在Allied名下托管了6,500万磅植物油，按当时价格约值650万美元。（库存主要是大豆油，其价格波动较大，但平均约为每磅10美分。）而某些月份的货物流转总额甚至高达1,700万美元。账户规模之大，开始令一些依赖美国运通仓单放贷的银行家感到不安。有一天，一位来自大陆伊利诺伊银行信托部的银行家拜访了AEFW官员，并提出：考虑到Allied账户的体量，是否应在现场设置一名独立的AEFW保管员？负责贝永罐场的AEFW检查员托马斯·J·麦克拉尼对此表示感谢，但婉拒了该建议。

Two months later, though, Amexco received an ominous and mysterious telephone call. The caller, who identified himself only as “Taylor,” told Miller that Tino was conducting a massive fraud. “Taylor” claimed he worked the night shift at the Bayonne tank farm, and he was willing to give details of the scam but wanted a \$5,000 payoff. Although Amexco refused to give “Taylor” the money, he revealed a number of details anyway. He said that Tino had rigged the tanks by putting tubes inside them directly underneath openings; the tubes contained oil, but the rest of the tanks were filled with water. “Taylor” even gave Miller the number of one of the tanks, 6006; this tank was supposed to hold millions of pounds of oil, but “Taylor” said it held mostly water.

然而两个月后，美国运通接到了一通不祥而神秘的电话。来电者自称“泰勒”，对米勒表示蒂诺正在进行大规模欺诈。“泰勒”称自己是贝永油罐场的夜班工人，愿意提供欺诈详情，但要求支付5,000美元的报酬。虽然美国运通拒绝支付这笔钱，但“泰勒”仍透露了一些细节。他称蒂诺在油罐的开口下方放置了含油的管子，而罐体其余部分则装满了水。甚至他还告诉米勒一个具体油罐的编号——6006；按账面，这个油罐应该储存着数百万磅植物油，但“泰勒”说实际上大部分是水。

Miller discussed “Taylor’s” charges with top officials of AEFW, including Page; David H. Coffman, number-two man in operations; Fred H. Turner, Jr., supervising inspector; and Thomas McLarney. Miller thought that “Taylor” was probably a “nut,” but he expressed alarm and so did Page. A cautious New Englander, Page called for a new inspection, even though one had taken place a little more than a week before, and he suggested it was time for an independent custodian at Bayonne. Turner, however, defended Tino. The oil business was “tough and not always scrupulous,” he said, and he thought therefore that “Taylor” was a competitor trying to ruin DeAngelis.

米勒将“泰勒”的指控告知了AEFW的高层官员，包括佩奇、运营部门的二号人物大卫·H·考夫曼、监督检查员小弗雷德·H·特纳，以及托马斯·麦克拉尼。米勒认为“泰勒”很可能是个“疯子”，但他仍感到震惊，佩奇也同样如此。谨慎的新英格兰人佩奇建议再次进行检查，尽管刚刚在一周多前进行过一次，并提出应该在贝永设立一位独立的监管员。而特纳则为蒂诺辩护，称石油行业“本来就艰难，有时也不太讲究规矩”，因此他认为“泰勒”是竞争对手，想要毁掉德安杰利斯。

Still, AEFW people led by Page were concerned enough to spring an unannounced inspection on Allied. On June 4, 1960, Turner, McLarney, and two others descended on Bayonne and announced that an inspection was about to begin. Allied may have gotten advance word; McLarney was reputed to be a “chatterer,” who was friendly with Allied people, and he could have tipped them off inadvertently. Nevertheless, the inspectors found cause for alarm. Several of the tanks contained too much water. In one twenty-four-foot tank, there was eight feet of water. The water limit was supposed to be six inches.

尽管如此，由佩奇主导的AEFW团队仍然担心情况严重，于是在1960年6月4日对Allied进行了突袭式检查。特纳、麦克拉尼和另外两人赶到贝永，宣布即将展开检查。Allied可能提前得到了风声；麦克拉尼以话多著称，与Allied的人交情不错，也许在无意中泄露了计划。尽管如此，检查人员发现了令人担忧的迹象。有几个油罐的含水量过高，其中一个24英尺高的油罐竟然有8英尺是水。而标准允许的上限只有6英寸。

The water concerned officials because, as McLarney wrote, if there was so much water “it had to have been put in the tank by someone.” But as the inspection progressed over the next week, inspectors’ fears were allayed. Yes, there was too much water, but the inspection of the tanks showed that there was still enough oil to cover outstanding receipts, with a good margin to spare. Or so it seemed. But in fact, Amexco handled the inspection poorly; AEFW officials even allowed Tino’s men to provide some of the tank readings.

官员们对这些水感到担忧，正如麦克拉尼所写：“这么多水必须是有人故意灌进去的。”但随着接下来一周的检查进展，检查人员的担忧逐渐缓解。虽然水超标了，但油罐中的油看起来仍足以覆盖已开出的仓单，甚至还有充足的缓冲空间。至少表面上如此。但实际上，美国运通处理这次检查的方式很不专业；AEFW的官员甚至允许蒂诺的员工提供部分油罐读数。

Meanwhile, Tino reacted to the inspection with indignation. On June 7, he had cousin Michael deliver a letter to Miller. Tino was upset, Michael reported orally, and had decided to terminate his warehousing contract with American Express. It was Miller’s turn to be upset. Though he didn’t apologize, he told Michael, “Well, this is something we had to do and that’s why we did it. We are not anxious to terminate the relationship with you.” Tino pretended to be consoled by this expression of goodwill, and he agreed to let AEFW continue helping him borrow money. He even made a concession: Amexco could station one of its own employees at Bayonne as an independent custodian. Thomas McLarney was given the job.

与此同时，蒂诺对检查作出愤怒反应。6月7日，他让堂兄迈克尔把一封信送给米勒。迈克尔口头转达称，蒂诺对此事非常恼火，已决定终止与美国运通的仓储合同。轮到米勒不安了。他虽未道歉，但对迈克尔说：“这件事我们不得不做，我们就是因此而做的。我们并不急于与你们断绝关系。”蒂诺假装被这番好意安抚了，表示愿意让AEFW继续为他协助融资。他甚至做出让步：美国运通可以在贝永派驻一位自己的员工作为独立监管员。这个职位由托马斯·麦克拉尼担任。

Tino had, however, begun what “Taylor” had alleged: a massive fraud. In 1960, DeAngelis had tried and failed to win a major contract with the Spanish government, and that attempt cost him over \$2 million in out-of-pocket expenses. It was a loss that left him in need of money, and he decided he could get it by duping AEFW.

但实际上，蒂诺已经开始了“泰勒”所指控的那场大规模欺诈。1960年，德安杰利斯曾尝试赢得与西班牙政府的重大合同，但失败了，这次尝试让他自掏腰包支出了超过200万美元。这笔损失让他急需资金，于是他决定通过欺骗AEFW来获取资金。

In November, Amexco received a new set of mystery calls. A man who called himself an “associate of Taylor’s” phoned Howard Clark. The call was routed, however, to Hasbrouck B. Miller, who was at the time Clark’s assistant. When the caller heard the last name, he demanded first to know if H.B. was related to Donald and spoke only when he was assured H.B. was not. “Taylor’s associate” then explained why he would not talk to Donald or his kin: D. Miller had blown the June inspection. The inspection was considered a “joke” in the whole industry, “Taylor’s associate” said. He charged that DeAngelis knew the “time, place and nature of the inspection” and had fooled the AEFW men completely. To expose the fraud, “Taylor’s associate” recommended six steps, including hiring a team of outside surveyors “who cannot be compromised” to go over the Bayonne tank farm from one end to the other.

11月，美国运通再次接到一系列神秘电话。一名自称“泰勒的同伙”的男子打电话给霍华德·克拉克，但电话最终被转接给了当时担任克拉克助理的哈斯布鲁克·B·米勒。听到这个姓氏后，来电者首先要求确认H.B.是否是唐纳德·米勒的亲属，在得知二人无亲属关系后才继续说话。“泰勒的同伙”解释他为何不愿与唐纳德或其亲属沟通：D.米勒搞砸了6月的检查。这次检查在业内被视为“一场笑话”，他说。德安杰利斯提前知道了“检查的时间、地点和方式”，完全蒙蔽了AEFW人员。为了揭露这场欺诈，“泰勒的同伙”提出了六项建议，其中包括雇用一组“绝不容易被收买”的外部测量人员，对贝永罐场进行全面彻查。

H.B. Miller decided that the caller was rational and knew “exactly what he was talking about.” He contacted Page and they discussed whether the company should conduct an investigation without Donald Miller’s knowledge. But they concluded that Donald Miller was the only person in the company who knew how to set up such an investigation. As a result, H.B. Miller called Donald and told him about “Taylor’s associate.” Donald was concerned—concerned about keeping Allied’s business. He warned that “if DeAngelis were upset again, the account might be lost.” So far from launching an investigation, D. Miller told DeAngelis about the latest calls, compromising even the possibility of a new investigation.

H.B.米勒判断这名来电者思维清晰，“说得头头是道”。他联系了佩奇，讨论是否应在唐纳德·米勒不知情的情况下发起调查。但他们最终认为唐纳德是公司中唯一知道如何组织这种调查的人。于是，H.B.米勒拨通了唐纳德的电话，告知了“泰勒的同伙”的来电内容。唐纳德显得忧心忡忡——他担心失去Allied这笔生意。他警告称：“如果再次让德安杰利斯生气，这个账户可能就保不住了。”结果不仅没有展开调查，D.米勒反而将这些最新电话告诉了德安杰利斯，彻底破坏了启动调查的可能性。

The charges of fraud at the Bayonne tank farm to date were unproven, but D. Miller (H.B. had no further involvement with the warehousing issue after this) made no real effort to learn the facts after June 1960. He and other AEFW officials had developed tunnel vision that got more and more focused on the black ink on the bottom line. This was not greed; the amounts were too small. But as long as the operation appeared profitable, AEFW had some justification for being—all the more important in the era of a new chief executive who made profitability the main criterion for existence.

截至目前，贝永罐场的欺诈指控尚未被证实，但D.米勒（H.B.此后不再参与仓储事务）在1960年6月之后从未认真追查真相。他和其他AEFW官员逐渐形成了“隧道视野”——只关注财报底部的盈余数字。这并不是出于贪婪；涉及的金额并不巨大。但只要账面看起来是盈利的，AEFW的存在就似乎合理——这一点在以盈利为生存标准的新任CEO时代尤为重要。

McLarney was now out in Bayonne keeping an eye on things, and he reported good news back to 65 Broadway. Inventory kept rising, and since storage fees were based on the value of inventory, so was Amexco’s income. The account so pleased company officials that they offered to help Tino’s business, arranging, for example, for DeAngelis to meet officials of Container Corp. and Continental Baking Corp. McLarney undertook periodic inspections and filed reports back to New York. But it was later shown that his inspections were entirely predictable and easy for Allied to fix. Above all, McLarney continued to assign Tino’s men the job of reading the tank levels. As one admitted later, they would drop a weighted tape into a tank with a loud splash and then they would call out a totally fictitious figure. “\[AEFW’s inspectors would] never check on any one of us.”

麦克拉尼此时正驻守在贝永现场监督情况，并向百老汇65号总部汇报了令人振奋的消息。库存持续增长，而由于仓储费用是按库存价值计费，美国运通的收入也随之水涨船高。这个账户令公司高层极为满意，甚至主动帮助蒂诺拓展业务，比如安排他与Container公司和大陆烘焙公司（Continental Baking Corp.）的高管会面。麦克拉尼定期检查并向纽约提交报告。但后来证实，他的检查完全可以预测，对Allied来说很容易应付。最重要的是，麦克拉尼仍然让蒂诺的员工负责读取油罐液位。后来有人承认，他们会把带重物的测量带扔进油罐，发出“哗啦”一声，然后随口报一个虚假的数字。“\[AEFW的检查员]从来不核查我们任何一个人。”

At the same time, McLarney was growing closer and closer to the people in Tino’s circle. He had regular Friday lunches with Allied officials and made social calls at the home of Tino’s brother-in-law, Leo Bracconeri. Also, he participated in investment pools with Allied employees, one of which bought stock in a company controlled by Tino. Miller and Turner knew about the stock purchase; on McLarney’s advice, they had bought it, too.

与此同时，麦克拉尼与蒂诺圈子里的人关系越来越亲密。他与Allied高层每逢星期五共进午餐，甚至还去蒂诺的姐夫利奥·布拉科内里（Leo Bracconeri）家中拜访。此外，他还与Allied员工一同参与投资组合，其中之一就是购买蒂诺控制的一家公司的股票。米勒和特纳也知道这项股票投资；他们也在麦克拉尼的建议下买入了。

At the tank farm, inventories rose at a spectacular rate -- from 165 million pounds in March 1962, to over 300 million pounds by July, to nearly a half-billion pounds in September. By November, AEFW had issued receipts on more than 400 million pounds, \$40 million of borrowing power. Through those receipts Tino had acquired money from the leading banks in the country: Bank of America, Bankers Trust, Chase Manhattan, Chemical Bank, Continental Illinois, Irving Trust, First National City Bank of New York, and many others.

在罐区，库存以惊人的速度增长——从1962年3月的1.65亿磅增加到7月的超过3亿磅，到9月接近5亿磅。到11月，AEFW已为超过4亿磅的油品开具了仓单，相当于4,000万美元的融资能力。依靠这些仓单，蒂诺从美国各大银行获得了贷款：美国银行、银行家信托公司、大通曼哈顿银行、化学银行、伊利诺大陆银行、艾文信托公司、纽约第一国民城市银行等。

The pace of inventory growth showed just how little Tino feared from his AEFW overseers. In one period in September, McLarney recorded inventory changes of more than 100 million pounds a week. Experts later said that it would have been impossible for such large quantities to have been moved in and out of the tank farm so quickly. As court papers would point out, “Perhaps weekly inventory fluctuation of over 100 million pounds were of such magnitude as to raise a duty of inquiry.” None was raised. The high levels of inventory did cause some concern at AEFW. Officials worried what might happen in the event of a precipitous drop in oil prices. In that event, Allied could go bankrupt, and the value of oil in the tanks could drop below that of the outstanding warehouse receipts. Given the reported size of the inventory, each drop of one cent a pound meant a loss to Allied of four or five million dollars. If the price of oil fell a few cents, Allied might be forced out of business, and Amexco could be facing a horde of angry creditors. AEFW decided to increase its insurance.

库存增长的速度反映出蒂诺对AEFW监管人员毫无畏惧。9月某一时期，麦克拉尼记录的库存变动竟达每周1亿磅以上。专家后来指出，这么大批量的油品根本不可能在如此短时间内进出罐区。正如法院文件指出：“每周超过一亿磅的库存波动，其规模之大应当引起调查义务。”但没有人采取任何行动。如此高的库存水平确实引发了AEFW内部的一些担忧。高层担心如果油价突然下跌，Allied可能破产，而油罐中的油品价值可能会低于已开出的仓单金额。按当时报告的库存规模，每磅跌价一美分就意味着Allied损失四五百万美元。如果油价下跌几美分，Allied可能被迫倒闭，美国运通则可能面对大量愤怒的债权人。AEFW决定提高保险额度。

Early in 1963, Howard Clark finally turned his attention to the warehousing subsidiary and reviewed its performance over the years. He concluded that on the whole it was not worth keeping. The company had over 400 accounts, and most of them produced a net loss each year. Also, the business was a nuisance; Amexco had become involved in many small lawsuits over the valuation and handling of inventories. So, when the Lawrence Warehousing Company offered to buy AEFW, one Amexco official noted, “Pass before they change their mind.”

1963年初，霍华德·克拉克终于将注意力转向了仓储子公司，并审查了其多年来的经营表现。他得出结论：总体而言，这家公司不值得保留。AEFW拥有超过400个账户，但大多数每年都在亏损。而且这个业务本身也很麻烦；美国运通卷入了许多关于库存估值和操作的小额诉讼。因此，当劳伦斯仓储公司提出收购AEFW时，一位美国运通高管评论道：“赶紧卖了，别等他们反悔。”

Clark agreed to sell all of AEFW for \$1.1 million—all except for two accounts: Tino DeAngelis’s Freezer House and Allied Crude. Clark was not convinced that hanging onto any part of AEFW was a good idea, but he was persuaded for the time being to retain a warehousing operation. Donald Miller argued that American Express could make \$250,000 a year without much effort, and he added, “We have never had a shortage at this account \[Allied]. The account has never falsely represented any fact or circumstances to us.” Miller won the argument, and in May 1963, Amexco incorporated a new field-warehousing company to handle Tino’s business only: American Express Warehousing Limited (just called “Limited”), with initial capital of \$100,000 and Donald Miller, president.

克拉克同意以110万美元的价格出售AEFW的全部——除了两个账户：蒂诺·德安杰利斯的Freezer House公司和Allied Crude公司。克拉克本人并不确信保留AEFW的任何部分是个好主意，但在当时的说服下，他暂时同意保留一项仓储业务。唐纳德·米勒主张，美国运通每年可以轻松赚取25万美元，并补充说：“这个账户（Allied）从未出现过短缺。它从未向我们虚报过任何事实或情况。”米勒最终说服了高层，1963年5月，美国运通成立了一家新的现场仓储公司，专门处理蒂诺的业务：American Express Warehousing Limited（简称“Limited”），注册资本为10万美元，由唐纳德·米勒担任总裁。

A month before this, however, inventories of soybean oil at Bayonne topped 850 million pounds, and AEFW had verified and issued receipts for 804 million. Had anyone taken the trouble to look, he would have discovered that this amount of soybean oil exceeded the quantity the U.S. Census Bureau said existed in the entire country! In other words, the new warehouse subsidiary had assumed responsibility for oil that could not possibly have existed, oil worth many times Limited’s capital. As the courts would point out later, the new warehouse subsidiary was “hopelessly insolvent from the moment of its creation.”

然而，就在成立Limited公司前一个月，贝永的豆油库存已飙升至8.5亿磅，AEFW为其中的8.04亿磅开具了仓单。如果有人肯花点功夫核查，就会发现这一数字已超过美国人口普查局统计的全国豆油总量！换句话说，这家新的仓储子公司承担了根本不可能存在的油品的责任，其价值远远超过Limited公司的资本金。正如法院后来指出的那样，这家新公司“从成立的那一刻起就已注定资不抵债”。

Though Clark had agreed to create Limited, he had not come to a final decision about field-warehousing operations, and he puzzled over what to do next. He asked two of his top aides, VPs Richard Blanchard and George T. Pifer, for their views on the future of Limited. Blanchard had questions about the Allied account, but he said only that the matter should be decided finally “on a business basis, that is return vs. risk.” But Pifer estimated the company’s exposure to be \$60 million at Allied and concluded, "I do not believe that a risk this size is justified by the earning potential of approximately \$100,000 per year after taxes on income.” Others offered a different counsel. N. F. Page argued that so far from having a huge risk, Amexco had virtually none. “Our only risk is that of dishonest operations we failed to detect and it is inconceivable that this could reach proportions greater than our insurance coverage.”

尽管克拉克已同意设立Limited公司，他对现场仓储业务仍未做出最终决定，并对下一步举棋不定。他征询了两位副总裁理查德·布兰查德（Richard Blanchard）和乔治·T·派佛（George T. Pifer）对Limited未来的看法。布兰查德对Allied账户有疑问，但表示最终应“以商业原则决定，即风险与回报之比较。”而派佛估计公司在Allied上的风险敞口高达6,000万美元，并断言：“我认为，这样大的风险并不足以通过每年税后约10万美元的盈利来正当化。”其他人则提出不同意见。N.F. 佩奇（Page）辩称，美国运通几乎没有任何实质性风险。“我们唯一的风险在于未能发现的不诚信操作，而要达到超出保险范围的损失规模是不可想象的。”

Clark still did not make a decision, and over the next few months, he continued to weigh his options. In the summer, he met with Blanchard and Page and proposed a review of the accounts and a visit to Tino’s operations in New Jersey. This was arranged, and on a hot day in July (while Donald Miller was in Europe), Clark, Page, Pifer, Turner, and Amexco assistant secretary Richard J. Waag crossed the Hudson River and paid calls on Freezer House and the Bayonne tank farm. Waag reported later that “it was quite impressive.” Clark had a chat with Tino and even scrambled up on one of the tanks. When he left, he told DeAngelis (as Waag put it), “If there was anything that we could do for him to please let us know.”

克拉克仍未做出决定，接下来的几个月，他继续权衡各种选择。夏天，他与布兰查德和佩奇会面，提出审查这些账户，并亲访蒂诺在新泽西的业务现场。此行得以安排，在七月一个炎热的日子（唐纳德·米勒当时正在欧洲），克拉克、佩奇、派佛、特纳以及美国运通的助理秘书理查德·J·瓦格（Waag）一起横渡哈德逊河，造访了Freezer House和贝永的油罐场。瓦格后来回报说：“现场颇具规模。”克拉克与蒂诺交谈，还亲自爬上一座油罐。当他离开时，他告诉德安杰利斯（据瓦格回忆）：“如果我们能为您做什么，请务必告诉我们。”

But at the same time, he remained concerned about the possible risks and worried about the adequacy of audit procedures. He ordered a review of the “internal controls and systems” of the warehouse division both by Amexco staff and by Haskin & Sells. The giant accounting firm found deficiencies but concluded that on the whole those controls were “satisfactory.” Again, Clark appeared satisfied and content to hang on to field warehousing.

但与此同时，他仍对可能的风险感到担忧，并对审计程序的充分性存疑。他下令由美国运通内部人员和会计师事务所Haskin & Sells共同对仓储部门的“内部控制和系统”进行审查。这家大型会计师事务所确实发现了一些缺陷，但总体结论是这些控制“令人满意”。克拉克再次表现出满意，似乎倾向于保留现场仓储业务。

Yet a month later, Clark made up his mind finally to get out of warehousing, a decision he reached more on moral than business grounds. What changed his mind was his belief that senior warehousing officials had been compromised. In September, Clark learned that Miller owned shares in one of Tino’s companies; that news decided the matter for Clark. At a subsequent officers’ conference, according to Miller’s account, Clark lectured officials for half an hour about the “perils” of such stock ownership, and later, privately, he asked Waag if the stock might have been a bribe. Miller felt aggrieved by it all. He defended himself first by saying he had not hidden anything, that he had reported his ownership of the stock, and he presented proof that he had indeed bought the stock. But then he told Waag, “If Clark thinks I am dishonest, he can have my resignation immediately.” Five days later, Miller learned that his resignation had been accepted. McLarney and Turner, who also had stock in Tino’s company, were sacked, and Amexco’s last warehousing accounts were sold to Lawrence, effective December 1963. Amexco informed Tino that, because it was leaving the business, it could no longer issue warehouse receipts. Amexco would honor the old receipts of course, but until Lawrence filled the gap about two months later, he would have to make do.

然而，仅仅一个月后，克拉克最终决定退出仓储业务，这个决定更多地基于道德而非商业考量。促使他转变态度的，是他认为仓储部门的高层已被“收买”。1963年9月，克拉克得知米勒持有蒂诺旗下某公司的股份，这一消息令他下定决心。在随后的高管会议上，据米勒回忆，克拉克花了半小时训诫高层，警告此类持股行为的“危险”；会后，他私下问瓦格这笔股票是否可能是行贿所得。米勒对此感到委屈，他首先辩解称自己并未隐瞒，已向公司报告并提供了购买证明。随后他对瓦格说：“如果克拉克认为我不诚实，那我立刻可以辞职。”五天后，米勒获知他的辞呈已被接受。麦克拉尼和特纳也因持有蒂诺公司股票而被解雇，美国运通的最后几个仓储账户于1963年12月出售给劳伦斯公司。美国运通通知蒂诺，由于公司退出该业务，将不再开具仓单。原有仓单仍会履约兑现，但在约两个月后劳伦斯接手之前，他需自行应对。

Tino appeared gracious about it, but the news came at a rough time. DeAngelis’s dreams had grown more grandiose than ever, and he had decided to use his easy warehouse receipt money to corner the futures markets in both soy and cottonseed oils. He bought thousands of bean-oil contracts and had established huge accounts at major commodity brokerage firms using American Express warehouse receipts, putting several of the firms at risk of insolvency in the process. But Tino had his own worries. The contracts he had already bought meant that he had a continuing need of cash since any drop in oil prices would mean millions of dollars in margin calls that had to be answered within twenty-four hours. Indeed, the only way he could keep prices up was to keep buying contracts, which also meant more money. His plan was irrational; the exchanges would never have allowed a corner. But his immediate concern was cash. Ever resourceful, Tino decided that if American Express would not give him receipts, he would get them another way. He took a pad of receipts from the desk of the Amexco custodian and filled them in himself.

蒂诺对此表面上显得彬彬有礼，但消息来得正是他风头最盛、也最艰难的时刻。德安杰利斯的野心比以往更大，他决定利用这些唾手可得的仓单融资，操控大豆油和棉籽油的期货市场。他买入了数千份豆油合约，并以美国运通的仓单为担保，在多家大宗商品经纪公司建立了巨额账户，从而使几家公司面临破产风险。但蒂诺也面临着自己的压力。他已经买下的合约意味着他需要不断补充现金；任何油价的下跌都会触发数百万美元的追加保证金要求，而这些必须在24小时内缴清。实际上，他维持价格上涨的唯一方式就是不断买入合约，而这也意味着更大的资金需求。他的计划不切实际；交易所绝不会允许市场被操纵。然而，他当前最紧迫的问题是现金。极富应变能力的蒂诺决定，如果美国运通不再给他仓单，他就自己动手。他从美国运通看管人桌上偷拿了一叠空白仓单，自行填写。

On November 15, a joint inspection by American Express and Lawrence indicated no problems at the tank farm. In fact, American Express remained ignorant of Tino’s fraud until the week of November 18. Tino had come to the limit of his resources, and even through fraud, he could no longer acquire enough cash. He filed for bankruptcy. For his part in the scheme, DeAngelis headed for jail; he was sentenced to twenty years and served seven; he became a bit of a media folk hero for having swindled so many big people. In the process, he destroyed or crippled three brokerage firms, caused several bankruptcies besides his own, and pushed Amexco into its worst crisis in 113 years.

11月15日，美国运通与劳伦斯公司联合检查贝永油罐场时未发现任何问题。事实上，美国运通直到11月18日当周才意识到蒂诺的欺诈行为。蒂诺已山穷水尽，即便通过欺诈也无法再筹集到足够的现金，遂申请破产。在这场骗局中，德安杰利斯被判入狱20年，实际服刑7年；他因成功骗过诸多大机构而一度成为媒体笔下的“民间英雄”。但在此过程中，他摧毁或重创了三家券商，引发数起破产案（包括他自己的），并使美国运通陷入113年来最严重的危机。

American Express officials learned of the bankruptcy on Tuesday, November 19. They were concerned but not alarmed. As long as enough oil existed to cover the receipts, Amexco had discharged its responsibility. But when Richard Waag went out to the tank farm, he realized that “there was a lot of oil missing.”

11月19日星期二，美国运通高层获悉破产消息。他们虽然感到担忧，但并未恐慌——只要仓单背后确实有相应的油品支撑，公司就已履行了责任。但当理查德·瓦格（Richard Waag）前往油罐场实地查看后，他发现：“有大量油品失踪了。”

How much? He could not say, nor could anyone else. At first, the shortages seemed improbable. After all, the inspection the week before found 900 million pounds of oil at the tank farm, or so everyone thought. At Amexco, the shortages made officials uneasy but as Clark told the press, “If . . . there were some errors, we would be covered by insurance.” Indeed, the company had \$30 million in coverage, enough to make up for 300 million pounds of missing oil.

缺口究竟有多大？瓦格说不清楚，其他人也说不清。起初，这种缺口似乎难以置信——毕竟一周前的检查还显示油罐场内有9亿磅油，大家都这么以为。在美国运通内部，这一缺口引起了不安，但克拉克向媒体表示：“即使有些误差，我们也有保险保障。”公司确实有3,000万美元的保险额度，足以弥补3亿磅油的损失。

But as the days passed, Amexco gradually woke up to a nightmare. The enormity of the affair—called “Salad Oil” in the press, “Soybean” at Amexco—became apparent by the end of the first week. On Thursday, the Bunge Corporation, a leading export firm that did a lot of business with Tino, filed suit against American Express for \$15 million. On Saturday, lawyers for the brokerage firm of Ira Haupt talked their way into the Bayonne tank farm; they spoke to the Amexco men on the scene and demanded payment on the receipts held by Haupt. Unless they received payment, the attorneys explained, the brokerage firm would go bankrupt. The Amexco officials examined the receipts, \$18 million of them, and told the lawyers that all of the receipts were forgeries.

但几天后，美国运通逐步陷入噩梦之中。这起事件的规模之巨大，到第一周末已昭然若揭——媒体称之为“沙拉油事件”，美国运通内部则称其为“大豆油危机”。周四，与蒂诺往来密切的大型出口商邦吉公司（Bunge）向美国运通提起了1,500万美元的诉讼。周六，艾拉·霍普特券商（Ira Haupt）的律师设法进入贝永油罐场，与现场的运通员工交涉，并要求兑现其手中持有的仓单。律师们警告说，如果得不到兑付，该券商将宣告破产。美国运通人员检查了霍普特手中的1,800万美元仓单后告诉他们：这些仓单全是伪造的。

At American Express there was shock—a feeling made all the more acute by the assassination of President John Kennedy on the Friday after Tino filed for bankruptcy. And the news for the company continued to worsen. Over the weekend, independent surveys showed that most of the oil was missing. The following Tuesday, a New Jersey judge ordered Amexco to find 160 million pounds; it was not there. Only about 80 million pounds of oil existed at the tank farm. On the other hand, receipts, counting the forged ones, attested to more than 1.4 billion pounds. Amexco’s potential liability? As much as \$150 million. As Clark said privately, it was as if a bomb had exploded at 65 Broadway.

美国运通上下震惊不已——尤其是破产发生后的那个星期五，时任总统约翰·肯尼迪遭遇暗杀，使整个国家更加动荡。而公司方面的坏消息还在不断加剧。那个周末，独立调查发现，大部分油品已不知所踪。下周二，新泽西州一名法官责令美国运通交出1.6亿磅油，但公司发现现场仅剩约8,000万磅。而仓单（包括伪造的）却总计超过14亿磅。美国运通的潜在赔偿责任？高达1.5亿美元。克拉克私下表示：“感觉就像是一枚炸弹在百老汇65号爆炸了。”

The liabilities of the affair were enormous, but who was responsible for them? No one knew. Tino was not a factor; he had nothing left. Was Amexco then responsible? Or the banks that held the loans? Or the insurance companies? Someone else? No one? From the outset, liability was the fundamental question, and there was no clear-cut answer. But whether or not liability really belonged to Amexco, the creditors went after it alone. They focused on Amexco for two reasons: first, it had failed to detect the fraud; and second, it was one of the few parties to this affair that still had any money left. But if American Express did have to pay off all liabilities, it had a problem—it had some money, but not \$150 million.

这起事件的潜在赔偿额巨大，但究竟由谁承担？没人说得清。蒂诺已一无所有，不再构成责任方。那么是美国运通负责？还是持仓单的银行？亦或是保险公司？或另有其人？或根本无人负责？从一开始，责任归属就是这起危机的核心问题，而答案并不明确。但无论法律上是否确实由美国运通承担责任，债权人却一致将其作为目标。理由有二：第一，公司未能识破欺诈；第二，它是该事件中少数仍“有钱”的一方。但若要美国运通全额赔偿，它也将面临严重问题——公司虽有资产，但远远不到1.5亿美元。

Actually, Amexco’s assets were huge: at the end of 1963, over \$1 billion. But much of those assets was needed to cover existing liabilities, mainly outstanding TCs and customer deposits for the bank. The company had only about \$70 million that it could pay out, less than half what it might need. If Amexco were forced to cover all the outstanding receipts in full, it would have to liquidate.

事实上，美国运通的账面资产庞大：截至1963年底，资产总额超过10亿美元。但其中大部分已用于支撑现有负债，主要包括尚未兑现的旅行支票（TCs）与银行客户的存款。公司实际可动用的现金仅为约7,000万美元，不足其可能所需赔偿额的一半。如果被迫全额支付所有仓单，美国运通将不得不清算。

Amexco would disappear as a company, but it would not go bankrupt in the conventional sense. It still was not a corporation. As it happened, that very year, Howard Clark had begun to work on a proposal for the New York State legislature that would have allowed American Express to incorporate, but the proposal had not been passed yet. As things stood, Amexco remained the joint-stock association set up by Wells, Fargo, and Butterfield in 1850, and if the company could not pay its bills, creditors could go directly to the stockholders and claim their money from them. The shareholders, whose ranks included large insurance companies, were rich enough to pay every penny of the warehousing subsidiary’s debts. Not surprisingly, many shareholders dumped their stock; even Ralph Reed reportedly sold shares. The price of Amexco’s stock fell nearly 50 percent in a matter of weeks.

即使公司被清算，美国运通也不会以传统意义上的破产形式消失，因为它当时尚未注册为股份有限公司。事实上，正是在那一年，霍华德·克拉克已着手向纽约州议会提议将美国运通公司转制为股份公司，但法案尚未通过。截至案发时，美国运通仍是1850年由威尔斯、法戈和巴特菲尔德设立的合伙制公司。如果公司无法偿付债务，债权人可直接向其股东索赔。这些股东中包括数家大型保险公司，其财富足以支付仓储子公司的全部欠款。因此，不少股东纷纷抛售股份，甚至连拉尔夫·里德据称也出售了股票。在短短数周内，美国运通的股价几乎腰斩。

The question of liability could have been figured several different ways, and Clark faced a difficult decision about how to address it. He could have denied liability completely. AEFW (and its successor Limited) was an incorporated subsidiary. AEFW had liability for the debts, not necessarily Amexco. Liability of any corporation was limited to the amount of its capital and the value of its assets, in this instance, \$1 million maximum. If debts surpassed that sum, the subsidiary could declare itself bankrupt and leave the creditors to fight over the \$1 million. As for the American Express Company itself, it was in theory a different entity, not liable for anything.

关于法律责任的归属，有多种可能的解释方式，而克拉克则面临艰难抉择。他本可以选择完全否认责任。AEFW（及其继任者Limited）是注册成立的子公司，对其债务应承担责任，而不必然是美国运通。根据公司法，企业的债务责任限于其注册资本和资产价值，此处上限为100万美元。如果债务超出该限额，子公司可以宣告破产，债权人只能在这100万美元中平分。而就理论而言，美国运通作为母公司是独立实体，对此并无法律责任。

The ability to drop the “corporate veil” like this might, or might not, have worked legally; some directors apparently considered it a lifesaver. But that tactic posed another sort of complication: the banks held the loans and would probably have had to absorb most of the losses. But the banks had a powerful weapon to use against Amexco; they could refuse to accept the TC. If they chose that tactic, they would kill American Express far more definitively than soybean liabilities. Given all the business Amexco brought the banks—about a quarter of a billion dollars in deposits and a few million dollars in TC commissions—they had a vested interest in keeping Amexco afloat. But if the bankers were faced with the choice of absorbing \$100 million of losses, or forcing Amexco to liquidate, they might well have picked the latter.

试图撇清“公司面纱”的责任或许在法律上可行，也或许不可行；一些董事显然认为这是一根救命稻草。但这种策略也带来了另一重问题：贷款的持有方是各大银行，他们可能不得不承担大部分损失。然而银行手中握有对付美国运通的强大武器——他们可以拒绝接受旅行支票（TC）。若真采取这种措施，对美国运通的打击远比大豆油仓单的责任更具毁灭性。鉴于运通为银行带来了大量业务——约2.5亿美元的存款及数百万美元的TC佣金——银行当然有维持公司运营的利益。但若银行不得不在吞下1亿美元损失与迫使美国运通清算之间作出选择，他们很可能选择后者。

To add yet another complication, Clark knew that an effort to mollify the bankers by paying off the debts would surely anger shareholders. Empty the company’s coffers and destroy shareholder equity, for what? To pay off debts of questionable legality? In choosing this option, Clark risked shareholder lawsuits against himself, and the rest of the officials and directors of the company.

雪上加霜的是，克拉克很清楚：若试图通过偿还债务来安抚银行势必会激怒股东。掏空公司资金、毁掉股东权益，只为偿还一些法律上都未明确成立的债务？若选择这条路，克拉克及其他高管、董事将面临股东的诉讼风险。

Clark had an enormously difficult decision on his hands, but he made up his mind in only a few days. He wanted to reassure everyone: stockholders, customers, and bankers. To the extent that he had to choose between the banks and the stockholders, however, he picked the banks. He and other Amexco officials met with bankers on the first Saturday after the scandal broke to reassure them that Amexco had the financial capability and above all the “moral responsibility” to stand up to its obligations.

克拉克面临极其艰难的抉择，但他在几天内便下定决心。他希望能安抚所有人——股东、客户与银行。但在银行与股东之间，他最终选择了银行。丑闻曝光后的第一个周六，克拉克与其他高管会见了各大银行，向他们保证美国运通不仅具备履约的财务能力，更具备承担责任的“道义义务”。

Also, Clark wanted to maintain the confidence of the public. Amexco depended on the public’s belief that it would pay off its obligations, particularly on the TC, and so Clark wanted to state for the record what he had told the bankers. Before he could make such a statement, however, Clark needed permission of the board. It convened twice: on Monday, November 25, and again on Wednesday. When the directors heard the whole story, they were horrified. As board chairman Ralph “Peck” Owen recalled, they all thought they had gotten rid of the subsidiary already and had no obligation at all. Now Clark was saying that he did not know for sure whether the company had a legal obligation, but he wanted to assume a moral one. Not all the directors agreed with this approach, and some thought the “corporate veil” tactic might work. But General Lucius Clay agreed with Clark, and the general’s fervor on the subject swayed the board.

克拉克还希望维持公众信心。美国运通赖以生存的，是公众对其履行义务（特别是TC兑付）的信任。因此，他希望将对银行所做的承诺正式公开。不过，在此之前，克拉克需要董事会的批准。董事会在11月25日（星期一）和星期三召开了两次会议。当董事们了解到全部情况后大为震惊。董事会主席拉尔夫·“佩克”·欧文回忆说，大家原以为早已剥离该子公司，完全不再负有责任。现在克拉克却表示，他不确定公司是否负有法律责任，但愿意承担道义责任。并非所有董事都认同这种做法，有人仍认为“公司面纱”策略可能有效。但卢修斯·克莱将军支持克拉克，其坚定立场最终说服了董事会。

On November 27, Clark issued this statement to the press: “If our subsidiary should be held liable for amounts in excess of its insurance coverage and other assets, American Express Company feels morally bound to do everything it can, consistent with its overall responsibilities, to see that such excess liabilities are satisfied.” Creditors would ask on many occasions just how many dollars this moral obligation added up to, and the answer would hang for months. But in the meantime, the statement added up to good public relations. Most bankers were satisfied with the statement for a start, but they pressed Amexco to do more. The Bank of England, especially, indicated that Amexco had to make a sizable settlement offer soon, or face a boycott of the TC. For the time being, though, there would be no retribution from the banks. December TC sales were up 28 percent over the same month in 1962.

11月27日，克拉克向媒体发表声明称：“如果我们的子公司被认定需要承担超出其保险保障及资产总额的债务责任，美国运通公司感到在道义上有义务，在其整体职责允许的范围内，尽一切可能确保此类额外债务得以偿付。”债权人此后多次追问这一“道义责任”究竟值多少钱，但明确答复迟迟未出。不过，在舆论层面，这一声明起到了积极的公关作用。多数银行起初对这番表态表示满意，但仍要求美国运通采取进一步行动。尤其是英格兰银行，明确表示若美国运通不尽快提出可观的赔偿方案，就将抵制其TC业务。但至少暂时，银行方面并未对其采取报复措施。12月的TC销量比1962年同期增长了28%。

As a first step to settling the claims and arriving at the dollar value the banks demanded, Clark, along with Amexco’s attorneys at Carter, Ledyard & Milburn, decided they had to try to consolidate the legal actions against the company. If all the creditors sued separately, Amexco could be tied up in court and its financial position left uncertain for decades. Amexco, on the advice of its attorneys, hired an outsider, Peter Kaminer, Jr., of Winthrop, Stimson, Putnam & Roberts, to handle all of the litigation. In the beginning of December, Kaminer faced off against the legion of creditors and their lawyers and began a process of negotiations that would take all of his time and energy for months to come.

为了开始解决债权人的索赔并尽快厘清所需偿还的具体金额，克拉克与公司法律顾问卡特、莱迪亚德与米尔本律师事务所商定，必须尝试整合所有对美国运通的诉讼。如果每一位债权人都单独起诉，公司可能会在法院缠斗几十年，财务状况长时间处于不确定状态。根据律师建议，美国运通聘请了外部律师彼得·卡米纳二世（Peter Kaminer, Jr.）——来自温思罗普、斯蒂姆森、普特南与罗伯茨律所——全面负责诉讼事务。12月初，卡米纳开始与债权人及其律师团队交锋，并启动了一场将耗费其数月全部时间与精力的谈判进程。

On Wednesday, December 11, Kaminer brought most of the creditors and their lawyers together in the board room on the thirteenth floor of 65 Broadway. \* Nearly 150 people crowded into the room, and most of them were very angry. Kaminer made a statement calling for “common procedures in the collection of evidence” and indicated his desire to have the creditors form “a small group who might act as representatives of all the receipt holders.” When he finished, Kaminer fielded some questions and then left the meeting to let creditors organize themselves. When he returned, he found that they had not organized and were demanding answers to questions they termed “urgencies,” answers he could not provide. The creditors did, however, agree to meet with Kaminer again the following Monday.

12月11日星期三，卡米纳召集大多数债权人及其律师，在百老汇65号13楼的董事会议室开会。\* 会议室里挤满了将近150人，其中多数情绪激愤。卡米纳发表声明，呼吁“在证据收集中采取统一程序”，并表示希望债权人组建一个“小型代表团”，代表所有持仓单人发言。发言结束后，卡米纳接受了一些提问，然后离开会议室，希望债权人自行组织起来。然而当他回来时，发现他们并未组织起来，反而提出了许多所谓“紧急”问题，要求立刻作答，而这些问题卡米纳无力回应。不过，债权人最终同意下周一再次与卡米纳会面。

That meeting was no less hostile, but it did produce results. The creditors formed an informal creditors committee—which later became the Official Creditors Committee—of six top Wall Street attorneys led by David Hartfield, Jr., of White & Case, who represented Continental Illinois. (The Chicago bank had loaned more than \$13 million against AEFW receipts.) From Amexco’s standpoint, the committee represented a good start to the litigation process, but the company did not know whether it would lead to consolidation of suits or an acceptable resolution. Lawyers for the creditors and their clients remained in poor humor, and while Hartfield said the committee would ask individuals to hold off bringing Amexco to court, he warned that “any receipt holder could ‘kick over the traces’” and file a separate suit. Hartfield also made it clear that the committee was going to look solely to American Express for satisfaction. If the company failed to provide it, Hartfield and other committee attorneys indicated the “financial community” might react angrily and “ruin \[Amexco’s] business.” (These words Carter, Ledyard attorney Richard J. McClung described as “genteel blackmail.”) The committee warned of trouble even if American Express just gave the appearance of trying to slip out of its responsibilities. For instance, committee members told Amexco not to file for bankruptcy for Limited without their prior approval.

这次会议气氛仍然紧张，但却带来了成果。债权人组建了一个非正式债权人委员会，后来成为正式债权人委员会，由来自White & Case律所、代表芝加哥大陆伊利诺伊银行的戴维·哈特菲尔德二世担任主席。（该行曾以AEFW仓单为抵押提供了超过1300万美元的贷款。）从美国运通的角度看，该委员会的成立标志着诉讼处理工作迈出了良好一步，但尚不清楚是否能由此整合案件、达成可接受的解决方案。债权人及其律师依然态度强硬。哈特菲尔德表示，委员会会敦促个别债权人暂缓起诉，但也警告称，“任何一位仓单持有人都有可能‘脱缰而出’提出单独诉讼。”他还明确表示，委员会只会向美国运通寻求赔偿。如若公司不能满足这一要求，他和其他律师暗示，“金融界”可能会愤怒反应，“毁掉\[美国运通的]生意。”（Carter, Ledyard律所的律师理查德·J·麦克朗称这些话是“优雅的勒索”。）委员会甚至警告称，即便美国运通只是表面上表现出想规避责任的意图，也可能招致麻烦。例如，委员会成员告诫公司，在未获其许可前不得为Limited申请破产。

Throughout the first month after the scandal broke, discussions between Amexco and the creditors remained tense. When Kaminer asked for agreement on investigative procedures, the committee responded with thirteen demands. It claimed the right to decide what evidence was and was not relevant, and it wanted to deny Amexco the normal right of cross- examination of witnesses. Kaminer was also given an ultimatum to respond positively in a week. He could not accept all of the terms, but he tried to be conciliatory and managed to keep talks going.

在丑闻爆发后的第一个月内，美国运通与债权人之间的磋商始终充满张力。当卡米纳要求就调查程序达成共识时，委员会反而提出了十三项要求。他们声称有权决定哪些证据相关、哪些无关，并试图剥夺美国运通对证人进行交叉质询的正常权利。卡米纳还收到了最后通牒，要求其在一周内作出积极回应。尽管他无法接受所有条件，但依然尽力示好，设法维持谈判进程。

At American Express, officials remained nervous, but the atmosphere became less gloomy, largely because the disaster had brought out a remarkable esprit de corps among employees. Although the company’s survival appeared uncertain, executives did not fear for their jobs but asked what they could do to help. The best thing they could do, Clark told them, was to take on more responsibility in the running of the company. According to one executive, “Clark said in effect, ‘I’m going to be working on \[the scandal] with Kaminer and the other lawyers. Your help is needed in the conduct of your businesses, so run your businesses and don’t come knocking on my door for a lot of counsel and involvement for the next several weeks until we’ve put this matter to rest.’” Though Clark did not divorce himself entirely from the operating details of the company, he followed that plan, immersing himself in the issues of Soybean. Executives followed the script as well, assuming a level of administrative authority no manager had exercised since the Glass Eye Era. In effect, Amexco’s management underwent decentralization of authority by necessity, and in every respect the results were positive. Profits rose and at the same time executives gained faith in their own abilities. \* Though the company was still in the midst of scandal, executive morale was soon at its highest level in decades.

美国运通内部依然紧张，但气氛不再一味压抑，这在很大程度上要归功于这场危机激发了员工之间前所未有的团队精神。尽管公司的生存尚不确定，但高管们并不担心饭碗不保，而是主动询问自己能做些什么来帮忙。克拉克告诉他们，最好的做法就是承担更多运营责任。一位高管回忆说：“克拉克基本上是这么说的：‘我将和卡米纳及其他律师专注处理\[丑闻]，你们要负责好自己的业务，在这几周内别再为各种事务来找我，直到我们把这事解决掉。’”虽然克拉克没有完全脱离公司的运营细节，但他确实专注于“豆油门”事务，而公司高管也紧随其后，开始承担起自“玻璃眼时代”以来前所未有的管理权限。实际上，美国运通的管理结构因形势所迫而实现了权力下放，并在各方面都取得了良好效果。利润上升，高管们也增强了对自身能力的信心。\* 尽管丑闻仍未平息，但高管士气却达到了数十年来的最高点。

Clark’s decision to assume all the responsibility for Soybean helped boost morale. The scandal, though in the back of people’s minds, never became a burden to the organization as a whole. By isolating himself with the scandal, Clark freed the company from the ups and downs of the negotiations and the implications of events that he alone as a lawyer and accountant fully understood. The scandal became a burden to no one at Amexco but himself. Actually, Clark was suited to the burden of Soybean, not only by training, but also by temperament. Although the effort brought him near exhaustion and kept him off the golf course for months, he never let the often tense negotiations destroy his emotional equilibrium. He displayed extraordinary patience throughout. He was, said an aide, “very determined but not so combative as to become frustrated enough to . . . retaliate,” even against those parties he felt were acting unreasonably.

克拉克主动承担起豆油案的全部责任，这大大提升了士气。这起丑闻虽然始终萦绕在员工心头，却从未成为整个组织的负担。克拉克以一己之力隔离了丑闻，使公司免受谈判过程中的反复起伏与各种潜在影响的干扰——这些影响只有他这个兼具法律与会计背景的人才真正了解。这场丑闻最终只成为了他一人肩上的负担。事实上，无论从专业训练还是性格特质来看，克拉克都是承担此重任的合适人选。尽管这一过程几乎让他筋疲力尽，甚至数月未能打高尔夫，但他始终保持情绪稳定，面对频繁紧张的谈判展现出非凡耐心。一位助手评价道：“他意志坚定，但并不好斗，不会因挫败而动怒或反击，哪怕面对他认为不讲理的一方。”

Throughout the early days of the scandal, Clark also had to keep lines open to the press, but he faced a delicate problem: Amexco had to seem forthcoming to maintain customer confidence, and at the same time, the company could not say anything that might jeopardize an agreement. Amexco handled the problem skillfully, maintaining the basic pose Clark had struck at the onset of the affair: that the company would live up to its moral and financial obligations. In continuing to buy Amexco’s products and services, customers demonstrated they had bought the message and still had confidence in American Express.

在丑闻初期，克拉克还必须与媒体保持沟通，但这是一项微妙的任务：一方面，Amexco必须表现出坦诚，以维持客户信心；另一方面，公司又不能说出任何可能危及和解协议的内容。Amexco巧妙地处理了这一问题，继续维持克拉克在事件一开始时所定下的基调：公司将履行其道义和财务上的责任。客户继续购买Amexco的产品与服务，证明他们接受了这个信息，依然对美国运通充满信心。

In the early weeks of the scandal, however, Clark and the lawyers did not entirely share that confidence. They were still unsure whether Amexco would have enough money to cover the lawsuits.\* The issue remained in doubt because the company did not know exactly who was going to sue or for how much. To bring all the demands of claimants out into the open, at the end of December, Amexco risked the wrath of the creditors committee and filed for protection for the warehouse subsidiary under Chapter XI of the bankruptcy code. The step did not bring the retaliation creditors had threatened, but initially, what emerged in court confirmed Clark’s worst fears: Amexco faced claims of (210 million. On closer inspection, the situation looked a little less threatening. There were duplications of claims; Tino had, for example, given receipts to grain companies, which had used them in turn to get money from banks, and now in court both the grain companies and the banks were demanding repayment of the same receipts. When all duplications were accounted for, the real figure came to)137.3 million, still daunting if Amexco had to pay it all. But of course, the company did not intend to pay 100 percent of the claims, and in fact, it disclaimed liability for (39.4 million of forged receipts. That left)98 million; with insurance, Amexco could probably have paid it all, but it had no intention of offering that much. Attorneys estimated the company could achieve a compromise settlement of about (50 million, and at that price, Amexco would easily survive.

不过，在丑闻爆发的最初几周，克拉克和律师们并不完全有信心。他们仍不确定Amexco是否有足够的资金应对所有诉讼。\*问题仍悬而未决，因为公司并不清楚究竟会有哪些人起诉、金额又是多少。为将所有索赔诉求摊在桌面上，12月底，Amexco冒着激怒债权人委员会的风险，为旗下仓储子公司申请了《破产法》第十一章的保护。这一举动并未引发债权人原先威胁的报复，但初步的法庭披露证实了克拉克最担心的结果：Amexco面临高达2.1亿美元的索赔。然而进一步审查后，情况看起来不那么可怕。索赔中存在重复；例如，蒂诺曾将仓单交给谷物公司，后者又以此向银行融资，如今法院中谷物公司和银行都对同一仓单提出偿付请求。扣除所有重复项后，实际索赔为1.373亿美元，这依然可观，若全部承担，对Amexco来说是巨大压力。当然，公司并不打算支付全部索赔，事实上，它否认对3940万美元的伪造仓单承担责任。剩余部分为9800万美元；若动用保险，Amexco大致能够支付全部金额，但公司并无此打算。律师估算，只需妥协赔付约5000万美元，公司便可轻松存活。

However, the creditors had not received a compromise offer, much less accepted one. Hartfield and the other attorneys on the committee continually warned Amexco not to dawdle in proposing a settlement. They took the position, according to Hartfield, that “unless the American Express Company came up with a treaty of peace, the official creditors committee would recommend a general warfare, and by that I meant lawsuits wherever possible, and in any jurisdiction most favorable to the individual plaintiff’s position.” Despite the threats, Amexco appeared to be stalling; Norman Miller called this the company’s “strategy.” It made sense: the longer Amexco took to pay, the more money it would make in the interim, the more resources it would have to effect a settlement. But finally, the committee put a stop to any stalling tactic and delivered another ultimatum: it gave Amexco thirty to forty-five days to make a proposal. The company asked for an extension to sixty days so that the company’s board could meet and approve a pact. The next board meeting was scheduled for April 9, and Kaminer promised there would be a concrete offer on the table shortly thereafter; the creditors agreed to wait until then.

但债权人尚未收到任何妥协提案，更遑论接受了。哈特菲尔德及其他委员会律师不断警告Amexco不得在和解提案上拖延。哈特菲尔德表示，委员会的立场是：“除非美国运通拿出一份‘和平协议’，否则正式债权人委员会将建议全面开战——我指的是只要有可能便提起诉讼，而且是在最有利于个别原告的辖区。”尽管面临威胁，Amexco似乎仍在拖延，诺曼·米勒称这就是公司的“策略”。此举也确实有其逻辑：支付越迟，公司在此期间赚得越多，就越有资源达成最终和解。但最终，委员会制止了这一拖延战术，发出最后通牒：给Amexco三十至四十五天时间提交方案。公司则请求将期限延长至六十天，以便董事会开会批准协议。下一次董事会议定于4月9日召开，卡米纳承诺之后将拿出一份具体方案；债权人同意等待至那时。

Clark and Kaminer, along with a committee of three Amexco directors, created a proposal and presented it to creditors on April 12. The twenty-five-page document was couched in such legalistic, obscure language that most of the people who read it did not understand it. (The next day, news reports noted different amounts for the proposed settlement.) But behind the tortured sentences, Amexco had offered to pay off all “valid” claims with an initial payment of 35 million, another 10 million in installments, and a guarantee of at least \$10 million from insurance. It also would pay out the proceeds from the sale of the oil actually in the tanks at Bayonne, worth about 5 million. In other words, the company was offering around 45 million, and held out the hope of as much as \$15 million more if Amexco could collect all of its insurance. After tax credits were figured in, the actual cost to Amexco would have been about \$25 million.

4月12日，克拉克、卡米纳以及Amexco董事会中的三位成员共同拟定了一份提案并提交给债权人。该份长达25页的文件措辞极其法律化、晦涩难懂，以至于多数读者无法理解。（次日，新闻报道中对拟议赔偿金额的说法各不相同。）但在这些冗长复杂的措辞背后，Amexco提出向所有“有效”索赔支付3500万美元首款，分期再付1000万美元，并由保险至少保障1000万美元。同时，公司还将支付巴约讷储罐中现存油品的销售收入，约为500万美元。换言之，公司提出约4500万美元的和解金额，并表示如果能够追回全部保险赔偿，总额可能增加至6000万美元。扣除税收抵免后，Amexco实际需承担的成本约为2500万美元。

Clark called the package fair and essentially “not negotiable,” a full discharge of the company’s moral responsibility, and he along with Amexco’s lawyers gave the creditors until July to decide whether or not they would accept the offer. The reaction to the proposal was mixed. Bankers seemed pleased, and since they were the most important creditors, the company regarded the proposal as a success. Said Harold Helm, chairman of Chemical Bank & Trust, “We feel the directors of American Express should be congratulated on the splendid settlement offer they have proposed.” But others were not so delighted. “I am amazed,” one creditor told the press, “that American Express has taken all this time to come up with a plan that doesn’t nearly cover the claims.” Amexco had decreed that its proposal needed acceptance by 90 percent of the creditors to become effective; it was soon evident that the proposal would not gain that approval.

克拉克称这份方案“公平且基本不可再议”，表示这将完全履行公司道义上的责任。他与Amexco的律师一起给予债权人至7月的决定期限，决定是否接受此提议。各方对此反应不一。银行家们似乎颇为满意，而他们是最主要的债权人，因此公司将此方案视为成功。化学银行信托公司董事长哈罗德·赫尔姆表示：“我们认为美国运通董事会提出的这份出色的和解方案值得祝贺。”但也有其他人并不满意。一位债权人告诉媒体：“令人惊讶的是，美国运通花了这么久，结果提出一个根本无法覆盖索赔金额的计划。”Amexco规定该方案必须获得90%的债权人同意才可生效；很快就显而易见，这一比例无法达成。

The offer had critics among stockholders as well. At an April 29 shareholders’ meeting, Clark came under attack for having let such a disaster happen, and a stockholder group went to court to block a settlement. But despite the new threat from shareholders and the negative reaction from some creditors, Amexco officials became more confident than ever that the danger to the company had ended. The stockholders’ suit was real enough, but company lawyers expressed the view it would not prevent a settlement. Creditors continued to attack Amexco in the press, but the offer had been substantial enough so that no one left the negotiating table. The creditors wanted to settle quickly. A few of them, especially the smaller commodity-trading companies, would face insolvency if the legal battle dragged on. As a result, Amexco officials believed they would arrive at a settlement within the company’s means. In July, the creditors, still working together, offered a counterproposal and the negotiations resumed. It was not until 1967 that the major claims were finally settled;\* Amexco paid out \$60 million, absorbing an after-tax cost of only \$31.6 million. The company’s profits from the day the scandal broke until the settlement was concluded exceeded that amount.

股东中也有批评这份和解方案的人。在4月29日的股东大会上，克拉克因容许此类灾难发生而受到抨击，一个股东团体甚至向法院提起诉讼以阻止和解。但尽管面临来自股东的新威胁以及部分债权人的负面反应，Amexco高层比以往任何时候都更加自信地认为公司已经脱离危险。股东诉讼虽真实存在，但公司律师认为这不会阻止和解的达成。债权人仍在媒体上攻击Amexco，但方案金额足够可观，没人因此退出谈判桌。债权人希望尽快和解，特别是其中一些小型商品交易公司，若诉讼拖延，他们将面临破产。因此，Amexco高层相信可以在公司能力范围内达成和解。7月，债权人继续保持合作，提出了还价，谈判重启。直到1967年，主要索赔才最终解决；\*Amexco支付了6000万美元，税后成本仅为3160万美元。公司从丑闻爆发之日至和解达成期间的利润已超过这一金额。

Although the negotiations over the settlement persisted, Amexco officials put the scandal behind them by the fall of 1964. And when executives had a chance to reflect on the events of Soybean, they were amazed at the outcome. They realized that the scandal had actually benefited the company enormously, a result no one could have dreamed possible at the time it broke. Soybean was, Ralph Owen said later, the greatest public-relations event the company ever had. On the whole the company received extremely favorable press for its efforts; it looked a little foolish for having gotten into the mess in the first place but appeared honorable in getting out of it. The public saw the company, as Clark had hoped, as an institution that stood behind its obligations, even ones it did not necessarily have to assume. The most evident sign of public confidence was simply the fact that the scandal never hurt business; in 1964, TC sales rose 11.7 percent. Before the end of the year, the company even began to win back investors; stock analysts were recommending purchase of the stock.

虽然和解谈判仍在继续，但到了1964年秋季，Amexco高层已将这场丑闻抛诸脑后。当公司高管得以回顾“黄豆事件”时，他们对结果感到惊讶。他们意识到，这场丑闻实际上极大地促进了公司的发展——这是在丑闻爆发之初无人能想象的结果。拉尔夫·欧文后来说，“黄豆事件”是公司有史以来最伟大的公关事件。总体来看，公司因应危机的努力获得了极为正面的媒体报道；虽然一开始卷入这场麻烦显得有些愚蠢，但其退出方式却颇为体面。公众正如克拉克所希望的那样，将公司视为一个信守责任的机构，即使那些责任并非强制必须承担。公众信心的最明显体现是丑闻并未影响业务；1964年旅行支票销售增长了11.7%。年底前，公司甚至开始赢回投资者；证券分析师开始建议买入其股票。

Internally, perceptions had changed. Executives noted that the company was still thriving. They discussed among themselves with some amazement how Amexco had continued to grow despite the diversion of an enormous amount of management time, especially that of the CEO. Only a few years before, every decision had passed through the chief executive. Now, quite by chance, the company had demonstrated that it had a management team capable of exercising authority.\* Executives felt a new self-confidence; they had a feeling of pride, too, that the company had stood behind a moral obligation. In fact, so much was gained that someone asked Howard Clark if a Soybean was not a good idea every few years. But he replied, “I don’t think I have enough years of my life left to give away for another scandal.”

公司内部的认知也发生了变化。高管们注意到公司依然在蓬勃发展。他们私下惊讶地讨论着，尽管管理层，尤其是CEO的大量时间被牵扯入危机之中，Amexco竟仍能保持增长。仅在几年前，公司每一个决策都必须由首席执行官拍板。而现在，在偶然之中，公司证明了自己拥有一支能够独立行使权力的管理团队。\*高管们因此获得了新的自信，也为公司坚持履行道义责任而感到自豪。事实上，收获之多令有人开玩笑地问霍华德·克拉克：是否每隔几年搞一次“黄豆事件”也是好主意。但他回答说：“我这辈子可没那么多年来浪费在另一次丑闻上。”

Clark’s handling of the crisis increased his own prestige enormously within the ranks of American Express. One branch manager even referred to him as “a demigod.” And his new stature made it easier for him, once Soybean was passed, to finish the task he had started in 1960: changing the organization and structure of the company. At the top of his agenda he placed the reorganization of the foreign branch offices along product lines, a step he took in 1965. Predictably, the announcement hurt some feelings and deflated a few egos, but there was no rebellion in the ranks. Within a matter of months, Amexco had completely altered a system that had been entrenched for decades.

克拉克对这场危机的处理极大地提升了他在美国运通内部的威望。一位分行经理甚至称他为“半神”。而他的新声望也使得他在“黄豆事件”之后更容易完成自己自1960年就开始着手的任务：改革公司的组织架构。他的首要议题是将海外分支机构按产品线重新组织，这项改革于1965年实施。可以预料，该宣布让一些人感情受伤，部分人自尊受挫，但并未引发任何内部反抗。数月之内，Amexco彻底改变了一套沿用数十年的系统。

After Soybean, Amexco also changed its form of organization and incorporated in 1965, and it kept getting richer and stronger. Thanks to growth in the card and continued growth in TC volume, profits hit 15.6 million in 1965 and 19.2 million a year later. Indeed, operating earnings had risen every year of Clark’s term in office. And because of the card, especially, Amexco had the prospect of continued growth ahead, a prospect reflected in the high price-earnings multiple of its stock.\* But the high multiple represented another opportunity: Amexco could acquire other companies with stock and grow larger even faster. This strategy made a good deal of sense both to officials inside the company and to people in the investment community.

“黄豆事件”之后，Amexco还改变了组织形式，于1965年正式注册为公司，并持续变得更加富有与强大。受益于信用卡业务的扩展以及旅行支票销量的持续增长，公司在1965年的利润达到了1560万美元，次年增至1920万美元。事实上，克拉克任期内每年营业利润都有所增长。特别是由于信用卡业务的驱动，Amexco具备了长期持续增长的潜力，这一点也反映在公司股票的高市盈率上。\*而高市盈率则意味着另一种机会：Amexco可以用股票收购其他公司，从而更快速地做大做强。这一策略在公司高层与投资界人士看来都颇具合理性。

Clark endorsed the idea of growth through acquisition. From 1964 on, he talked about acquisitions and contemplated various possibilities. But when it came to actually making deals, Clark continually waffled. He wanted to create an acquisition program, but he left out a step. In order to decide what to acquire, the company had to identify what it was and plan what it should become. But Clark never defined American Express, never developed a strategic plan, and in the end, never launched a major takeover. Instead, he delayed and hesitated over acquisition plans and seemed a man who could not make up his mind. He did buy a few small companies, most of which Amexco subsequently unloaded. And finally he did make a very large acquisition of the Fireman’s Fund Insurance Company. But it turned out to be a company he did not seek, and many people in and out of the company thought it a very bad idea.

克拉克认同通过收购实现增长的理念。从1964年开始，他就不断谈论并考虑各种收购的可能性。但真正到了做决定的时候，克拉克却始终摇摆不定。他想推动收购计划，但漏掉了关键一步。为了知道该收购什么，公司首先必须明确自己的身份和未来方向。但克拉克从未界定过“美国运通”究竟是什么，也从未制定战略规划，最终也未实施过重大并购。相反，他反复拖延、犹豫，似乎是一个无法下决心的人。他确实收购了一些小公司，但多数后来都被Amexco转手出售。最终，他确实完成了一项大并购——消防员基金保险公司（Fireman’s Fund Insurance Company），但这家公司并非他主动寻求而来，公司内外许多人都认为这是一个糟糕的决定。

After Soybean, Clark created a professional planning office at Amexco to develop a long-term vision for the company. In 1965, he brought in Thomas H. Barton, a vice president of Barrington & Co., a management-consulting firm, and made him VP for planning and corporate development. Barton conducted numerous studies and looked into many acquisition ideas. Yet even after Barton’s arrival, Amexco did not have a strategic plan or make a real effort to acquire any company of size. Every purchase remained small-scale, and Clark continued to shuffle the marginal businesses as he had done in the early sixties; for example, in 1965 he sold the company’s stake in Hertz-American Express International (after again considering an acquisition of Hertz). He made a few new additions: because American Express bought so many municipal bonds, he spent \$6 million to acquire the bond-underwriting and investment-banking firm W. H. Morton & Co. (which Amexco later dismantled); and he took over a company called Uni-Serv which offered a revolving charge card for retail stores, called the Uni-card. But this business never produced satisfactory results, and Clark got rid of it a few years later.

“黄豆事件”之后，克拉克在Amexco设立了一个专业规划办公室，以制定公司的长期愿景。1965年，他从管理咨询公司Barrington & Co.引入副总裁托马斯·H·巴顿，并任命他为规划与公司发展副总裁。巴顿进行了一系列研究，并考察了许多收购想法。然而，即便在巴顿到来之后，Amexco仍未制定出战略规划，也未真正尝试收购任何大型企业。每一项收购仍属小规模，克拉克继续像60年代初那样对边缘业务进行调整；例如，1965年，他出售了公司在赫兹－美国运通国际公司的股份（此前他再次考虑过收购赫兹）。他也进行了一些新增收购：因为Amexco大量购买市政债券，他花600万美元收购了债券承销与投资银行公司W\.H. Morton & Co.（此公司后来被Amexco解散）；他还接管了一家名为Uni-Serv的公司，该公司为零售店提供一种循环信用卡服务，即“Uni卡”。但这项业务始终未带来理想回报，数年后克拉克便将其剥离。

So far from clearly defining Amexco, Clark actually seemed to promote two separate definitions. On the one hand, the acquisitions of Morton and Uni-Serv suggested that Clark had decided to define American Express as a financial-services organization. He added to that impression when he talked about other possible targets. In 1964, for instance, he told *Fortune* that Amexco was looking for a big acquisition among insurance companies and mutual-fund groups.\* But his interest in large financial companies did not lead to a takeover, nor did it mean that Amexco had settled on a definition. Indeed, at the same time Clark was pushing the idea of Amexco as a financial-services organization, Amexco was defining itself to the public in a different way, as “The company for people who travel.” Some executives in the company saw this not simply as an ad campaign but as the basic identity of American Express, and Clark himself appeared to endorse this view when he called “tourism the glue that holds our company together.” (Some executives worried that if Amexco were known as a financial company, it might lose travel and TC business.) Even while Clark talked insurance, he was also considering the purchase of hotel chains, travel companies, and Club Méditerranée.

克拉克不仅没有清晰地界定Amexco，反而似乎推动了两种不同的公司定义。一方面，对Morton和Uni-Serv的收购显示出克拉克有意将美国运通定位为一家金融服务机构。当他谈论其他潜在收购目标时，这种印象更加明显。例如，1964年，他对《财富》杂志表示，Amexco正在寻找保险公司和共同基金公司中可进行的大型收购对象。\*但他对大型金融公司的兴趣并未转化为实际收购，这也并不意味着Amexco已经确立了定位。事实上，就在克拉克推动金融服务定位的同时，Amexco对公众则宣称自己是“为旅行者服务的公司”。公司内部一些高管认为这不仅是广告语，而是美国运通的基本身份；克拉克本人似乎也认可这一看法，他称“旅游是维系我们公司业务的粘合剂”。（一些高管担心如果Amexco被认定为金融公司，可能会失去旅行和旅行支票业务。）即使在谈论保险业务的同时，克拉克也在考虑收购连锁酒店、旅游公司和地中海俱乐部。

The question of definition had become so confused that the planning office appeared to promote a third concept as well. Barton’s group contemplated making Amexco a conglomerate. In the mid-1960s, the planning office compiled a preliminary list of takeover candidates, which included Bell & Howell, TRW, CBS, Pitney-Bowes, Montgomery Ward, Singer, Thomas Cook & Son (an idea proposed for the fourth or fifth time in the company’s history) and Booz, Allen, Hamilton, the consulting firm.

公司定位问题变得如此混乱，以至于规划办公室似乎又提出了第三种概念。巴顿的团队曾设想将Amexco打造为一家企业集团。1960年代中期，规划办公室整理了一份初步的收购候选名单，其中包括Bell & Howell、TRW、CBS、Pitney-Bowes、Montgomery Ward、Singer、Thomas Cook & Son（这是公司历史上第四或第五次提出收购该公司的想法）以及咨询公司Booz, Allen, Hamilton。

Conglomerate building was of course the fad of the 1960s. Management theorists wrote solemn works on the need for “diversification,” and companies like Ling-Temco-Vought, ITT, Gulf & Western, and others built empires of disparate companies. But whatever Clark wanted Amexco to be, he did not ever display an interest in following the conglomerate fad. He always wanted something that “fit” into American Express, though exactly what that was no one could say. It was, however, a measure of the confusion over the company’s long-term strategy that Barton’s group was thinking conglomerate at all.

毫无疑问，60年代是企业集团化的风潮期。管理理论家们郑重其事地写书阐述“多元化”的必要性，Ling-Temco-Vought、ITT、Gulf & Western等公司纷纷打造由不同业务组成的企业帝国。但无论克拉克想让Amexco成为什么，他从未表现出追随企业集团风潮的兴趣。他总希望收购对象“适合”美国运通，尽管没有人说得清这个“适合”到底意味着什么。然而，巴顿团队居然在思考集团化，恰恰反映了公司长期战略方向的混乱。

Actually, to the extent most company officials thought about conglomerates, it was to worry that Amexco might become part of one. They believed that Amexco would become especially vulnerable to a takeover in the event of Peck Owen’s death. If his estate chose to sell his stock (about 11 percent of Amexco), it would give a conglomerate builder an important block with which to launch a takeover bid. If a takeover materialized, Amexco executives were betting the raider would be Transamerica Corp., which already owned a block of Amexco’s stock and had spoken to Owen about acquiring his stake. As a result, the fear of a takeover became an important strategic concept at American Express; many officials thought the company needed to make a major acquisition in order to become too big for a conglomerate to swallow.

实际上，对于企业集团化，大多数Amexco高层想到的反而是担心——担心Amexco可能会成为被收购的一员。他们认为，一旦佩克·欧文去世，Amexco将尤其容易遭遇收购。如果他的遗产选择出售所持股份（约占Amexco的11%），那将为某个集团建构者提供一个启动收购的关键股权基础。如果收购真的发生，Amexco高管们认为，最有可能的买家是泛美公司（Transamerica Corp.），因为它已持有Amexco部分股份，并曾与欧文谈过收购其持股的事。因此，“防止被收购”成为美国运通的重要战略考虑；许多高层认为，公司需要进行一次重大收购，以让自己“大到吞不下”。

While Amexco pondered strategies and self-definition, the conglomerate fad was making another CEO nervous, and unlike Clark, he planned to do something about it. In fact, his fear would lead to the biggest acquisition in Amexco’s history to date. Out in San Francisco, Fred Merrill, chairman of the Fund America Group, which included the venerable Fireman’s Fund Insurance Company (as well as four mutual funds), worried that his company was a target. The question seemed to be not whether Fireman’s Fund would be taken over, but by whom. Insurance-company stocks, particularly the property and casualty (P\&C) insurers such as Fireman’s Fund, had lost a good deal of market value. The inner-city riots of the 1960s made investors fear a huge increase in claims and a drop in P\&C profits. As a result, insurance-company stocks were selling below their liquidating values, making them tempting targets for raiders. By 1967, Merrill learned that at least two conglomerates—Teledyne and ITT—wanted his company. That summer Merrill went to his board and told the directors the company had three options. It could liquidate; he guessed the breakup value at about 50 a share, versus a market price of 28 or so. It could do nothing and wait for a raider to make an offer. Or it could find a suitable partner; his board told him to make a good marriage.

当Amexco还在苦思战略与自我定位之际，企业集团化的风潮已经令另一位CEO坐立不安，而不同于克拉克，他打算采取行动。实际上，他的担忧最终促成了Amexco史上最大的一笔收购案。在旧金山，“基金美洲集团”（Fund America Group）董事长弗雷德·梅里尔忧心忡忡。该集团旗下拥有历史悠久的“消防员基金保险公司”（Fireman’s Fund Insurance Company）及四只共同基金，他担心公司成为收购目标。问题似乎已不是“是否”会被收购，而是“被谁”收购。保险公司股票，尤其是财产与意外险（P\&C）公司，如消防员基金，市值大幅缩水。60年代美国城市暴乱让投资者担心理赔大增、P\&C公司利润下滑。因此，保险公司股票的交易价格低于清算价值，使它们成为掠夺性收购者的理想目标。到1967年，梅里尔得知至少有两家集团公司——Teledyne和ITT——有意收购他的公司。那年夏天，梅里尔向董事会提出公司有三个选项：一是清算，他估算拆分价值在每股50美元左右，而当时市价仅为28美元；二是什么也不做，等待收购者出手；三是寻找合适的合作伙伴。董事会最终告诉他，要“促成一场良缘”。

Merrill had already chosen a partner. He settled on Amexco because he believed in the concept of diversified financial-services organizations. In Merrill’s view, Fireman’s Fund would function best in an organization that offered products and services complementary to P\&C insurance and mutual funds. On the basis of what Amexco’s CEO had told the press about mutual funds and insurance, Merrill believed that Clark was thinking along the same lines. Both Amexco and Fireman’s Fund would be strengthened by adding insurance to the card, the investment banking company, the TC, and the overseas bank, Merrill reasoned. He believed both already had the same basic product: money.

梅里尔早已选好了合作伙伴。他选中了Amexco，因为他相信多元化金融服务机构的理念。在梅里尔看来，消防员基金最好归属于一个能够提供与财产险和共同基金互补产品和服务的组织。根据Amexco CEO在媒体上关于共同基金和保险的言论，梅里尔相信克拉克的思路与他一致。梅里尔认为，将保险业务加入Amexco的信用卡、投资银行、旅行支票和海外银行业务中，将强化两家公司的实力。他认为，两家公司本质上提供的是相同的基本产品：资金。

Merrill planned to persuade Amexco to acquire his company. Although Fireman’s Fund was three times as large as Amexco, Merrill never doubted that Amexco should emerge as the surviving company. Its stock was at a much higher multiple, and so Fireman’s Fund shareholders would benefit far more by exchanging their shares for shares in Amexco than the other way around. Also, the name recognition of American Express was so much greater than Fireman’s Fund that it would add to the insurance company, while the reverse would not be true.

梅里尔计划说服Amexco收购他的公司。尽管消防员基金的规模是Amexco的三倍，梅里尔从未怀疑Amexco应当是合并后存续的一方。因为Amexco的股票市盈率远高于消防员基金，后者股东通过换股将获得远胜于反方向交易的好处。此外，“美国运通”的品牌认知度远远高于“消防员基金”，这将有助于提升保险公司的市场地位，而反过来则不成立。

To put his plan into motion, he called a friend of his, Amexco board member Joe King, and asked for some help in implementing his plan. King liked the idea and went to William Morton, now Amexco’s vice chairman. Coincidentally, Morton felt that Amexco should acquire a P\&C insurance company, and while his first choices were Hartford Fire and the Insurance Company of North America, he quickly adopted Merrill’s plan. Merrill, King, and Morton had only one crucial task left: to convince Howard Clark to accept the idea.

为了推进计划，梅里尔联系了他的朋友、Amexco董事会成员乔·金，请求协助推动该计划。金很喜欢这个主意，并找到了时任Amexco副董事长的威廉·莫顿。巧合的是，莫顿本人也认为Amexco应该收购一家财产与意外险公司，虽然他最初的首选是哈特福德火险公司和北美保险公司，但他很快就接受了梅里尔的方案。梅里尔、金和莫顿只剩下一个关键任务：说服霍华德·克拉克接受这个想法。

In September 1967, Merrill stopped in New York en route to Europe, and through King, he met with Howard Clark in one of the upstairs bedrooms of the Links Club. Clark was briefed before the meeting and was not surprised when Merrill proposed a merger, but neither was he convinced that it was a good idea. The meeting, however, set off a decision-making process at Amexco that would drag on for eight months. That process would lead to the conclusion that the acquisition was a terrible idea; the arguments against an acquisition would appear far stronger and more numerous than those for it. But in the end, Clark would choose to make the deal anyway.

1967年9月，梅里尔途经纽约前往欧洲，借助金的安排，在Links Club楼上的一间卧室中与霍华德·克拉克会面。克拉克在会前已被告知大致内容，因此当梅里尔提出合并建议时并不感到意外，但他也并未被说服这是一个好主意。然而，这次会面触发了Amexco内部长达八个月的决策过程。这个过程最终得出的结论是：此次收购非常不明智；反对的理由明显更多也更有力。但最终，克拉克还是决定推进这笔交易。

Merrill led the drive to sell Howard Clark. Merrill was a great salesman, affable and persistent, and although he had never sold anything quite this big before, he was nonetheless the man to do it. By December, after his trip abroad, he was in regular contact with Clark, and already, he was writing “Dear Howard” letters and signing them “Fred, Chairman.” Clark remained the uncertain buyer, who had not said yes but also had not said no. And until he did, Merrill, like any good salesman, kept making his pitch.

梅里尔亲自推动向克拉克“推销”这项收购。梅里尔是个出色的推销员，亲切而执着，虽然他从未操办过如此规模的交易，但他确实是最适合的人选。12月海外归来后，他与克拉克保持定期联系，并开始以“亲爱的霍华德”起头、以“主席弗雷德”署名写信。克拉克始终态度犹疑，既未同意也未明确拒绝。而在他表态之前，梅里尔像所有优秀推销员那样，不断重复自己的陈述。

In this case, though, others were pitching from the opposite side. By December, Clark and his senior staff engaged in a debate over what to do about Fireman’s Fund, sometimes called “Project F” at 65 Broadway. Clark quickly discovered that several of his senior managers strongly opposed the idea, and for very good reasons. They told him first that the P\&C business had not been especially good for a decade and was always cyclical, with very good years followed by very bad ones. As for Fireman’s Fund itself, according to securities analysts, it was not even the best company in the industry. Also, an acquisition might have a negative impact on Amexco’s stock. Fireman’s multiple was low, below ten, while Amexco’s was nearly thirty; even Merrill acknowledged that Amexco’s multiple would fall to around twenty.\*

但这一次，也有人在“反向推销”。到12月，克拉克与其高层团队围绕如何应对“消防员基金”展开了讨论，在65号百老汇总部内部，该项目被称为“F计划”。克拉克很快发现，他的几位高管坚决反对这项提议，理由也非常充分。他们指出，P\&C业务在过去十年表现并不出色，而且其周期性非常强——好年景常常紧随而来的就是坏年景。至于“消防员基金”本身，证券分析师认为它甚至不是行业中最优秀的公司。此外，此项收购可能会对Amexco的股价造成负面影响。消防员基金的市盈率不到10，而Amexco接近30；就连梅里尔本人也承认，这项合并将使Amexco的市盈率跌至20左右。\*

Essentially, the debate raged over whether or not Amexco should pay hundreds of millions of dollars to acquire a company that everyone thought was at best mediocre. But there were supporters of the takeover at Amexco, and they had several reasons for wanting the deal. In late 1967, when Barton drafted a paper summing up the discussions to date, he cited five reasons why American Express should make the acquisition: the company would be larger; it was an opportune time for an acquisition because of the high multiple; the acquisition would be a step in diversification; it would broaden stock ownership; and it would be a defense against a takeover. In fact, all but two of the advantages were connected to a takeover defense; in other words, the main reason for an acquisition was fear.

归根到底，争论的焦点在于：Amexco是否值得花费数亿美元去收购一家公认至多算中等水平的公司。但Amexco内部也有支持此次收购的声音，他们支持这笔交易的理由有多个。1967年底，巴顿撰文总结迄今讨论内容，列出了Amexco应当收购的五个理由：公司规模将变大；当前市盈率高，是收购的良机；此举是多元化的一步；将扩大股权分布；并且可作为反收购的防御手段。事实上，除两项外，其他优势都与防御收购相关。换句话说，推动收购的核心原因是“恐惧”。

Besides a takeover, Amexco had a second fear: it had become a competitor with the banks. The banks were issuing their own cards, Master Charge and BankAmericard. These cards differed from the American Express Card since they permitted installment-credit purchases, but they also offered the same conveniences as Amexco’s card: single billing and blank-check borrowing. Although Clark and his managers did not know the upshot of the competition, it posed two dangers: first, the loss of card market share; and second, with the banks now competitors, the possible loss of sales outlets for the TC. As a result, some officials at Amexco believed the company needed to protect itself by acquiring a new source of income.

除了被收购的担忧，Amexco还有第二个隐忧：它已成为银行的竞争对手。银行们开始发行自有信用卡，例如Master Charge和BankAmericard。这些卡与美国运通卡的不同之处在于它们允许分期付款消费，但同样也提供单一账单、信用透支等便利功能。尽管克拉克和其管理团队尚不清楚这场竞争的最终结果，但这带来了两方面风险：一是信用卡市场份额的流失；二是既然银行成为竞争对手，旅行支票的销售网点也可能遭到削减。因此，Amexco一些高层认为，公司必须通过收购新的收入来源来保护自身。

But was that fear (or the fear of a takeover) a good rationale to buy Fireman’s Fund? Richard Blanchard argued no. “Are we motivated by fear rather than trying to achieve a definite pre- set objective?” he wrote. “It seems to me that we should see this possibility in perspective against other possible acquisitions. We should take the initiative rather than look only at opportunities that are brought to us.”

但那种恐惧（或对被收购的恐惧）是否构成了收购 Fireman’s Fund 的正当理由？理查德·布兰查德认为并非如此。“我们是出于恐惧的动机，而不是为了实现一个明确的既定目标吗？”他写道，“在我看来，我们应该将这个可能性放在与其他可能的收购案对比的角度来看待。我们应该主动出击，而不是只考虑摆在我们面前的机会。”

There was, in fact, only one clear business fit between Fireman’s Fund and Amexco. Insurance, like the TC, was a float business. Insurers acquired money through premium payments and paid out claims, but they always carried an average positive balance, an average net amount of money to invest. Insurance, then, seemed a business Amexco could acquire and, on one level, understand. Amexco officials, however, did not understand the P\&C business and never really would.

实际上，Fireman’s Fund 与 Amexco 之间只有一个明确的业务契合点。保险业与旅行支票（TC）一样，是一种“浮存金”业务。保险公司通过保费获得资金，再支付理赔费用，但始终持有一个平均为正的余额，即可投资的平均净金额。因此，从某种意义上说，保险业务似乎是 Amexco 能够收购并理解的业务。然而，Amexco 的管理层并不了解财产与意外险（P\&C）业务，并且从未真正理解。

From the outset, the problems of Fireman’s Fund clearly outweighed the advantages. Against five advantages, Barton listed seven “problems,” which went to the heart of the P\&C business and to the performance of Fireman’s Fund as a company. Barton noted, for instance, the insurer’s “poor historical growth record” and its “massive dividend requirements,” which in some years Fireman’s Fund could not meet out of its earnings.

从一开始，Fireman’s Fund 的问题就显然多于它的优势。巴顿列出了七项“问题”来对比五项优势，这些问题直指财产与意外险业务的核心及 Fireman’s Fund 本身的运营表现。例如，巴顿指出，这家保险公司“历史增长记录差”，且“分红要求巨大”，有些年份甚至无法用当年收益满足派息需求。

Barton also saw another problem, which demonstrated Amexco’s difficulties with its own strategic goals. He worried that the takeover of Fireman’s Fund would destroy Amexco’s image because such an acquisition would define the company as a diversified financial- services company. Such a step, he warned, would be a “shift from the present travel concept. . . .” That this was raised as a problem in 1968 showed the extent of the company’s own confusion. After all, Clark had talked about insurance in 1964; four years later, the company’s strategic planner still could not decide if an insurance business fit into American Express.

巴顿还指出了另一个问题，这反映了 Amexco 自身战略目标上的困境。他担心收购 Fireman’s Fund 会破坏 Amexco 的公司形象，因为这类收购会将 Amexco 定义为一家多元化金融服务公司。他警告说，这将意味着“从当前的旅行概念出发的重大转变……”在 1968 年将此作为问题提出，说明公司自身战略思路的混乱。毕竟，克拉克早在 1964 年就谈到过保险业务；而四年后，公司战略规划者仍无法判断保险业务是否适合美国运通。

Officials continued the discussions of Project F for weeks, going over and over the problems and advantages. One senior officer became so enthusiastic that he expressed the belief that American Express might “revolutionize the fire- casualty business,” but it was not a hope others took very seriously. Finally, the debate came down to a simple question: was American Express going to spend a lot of money to increase its size and scope, or was it not going to spend the money because Fireman’s Fund was a weak company not worth buying?

管理层围绕“F 项目”讨论了数周时间，反复权衡利弊。一位高层甚至热情高涨地表示，美国运通可能“彻底改变火险和意外险业务”，但这个看法并未被其他人当真。最终，争论归结为一个简单的问题：美国运通是否愿意花大量资金扩大自身的规模和业务范围，还是因为 Fireman’s Fund 是一家不值得收购的弱公司而选择放弃？

Clark pondered this without arriving at an answer, and he finally sought outside advice. First, he called in Mc Kinsey & Co., and the consultant’s report was not encouraging. “Our overall assessment is that the candidate’s image among leading agents and brokers can be characterized as bland—neither strongly positive nor strongly negative. Thus it would seem unlikely that this candidate could achieve an above- average rate of growth in commercial lines in the near future.” This appraisal did not sway Clark, and he asked for another outside opinion.

克拉克反复思考这一问题，却迟迟无法下定决心，最终他决定寻求外部意见。他首先请来麦肯锡公司进行评估，顾问的报告并不令人鼓舞。“我们总体的评估是，这家目标公司在主要代理人和经纪人中的形象可以归类为‘平淡’——既无明显正面，也无明显负面。因此，在可预见的未来，这家公司在商业险业务上实现高于平均水平的增长似乎不太可能。”这一评估未能动摇克拉克的想法，他又寻求了另一方的外部意见。

With Merrill’s consent, Clark turned to the corporate- research division of the Morgan Guaranty Trust. Clark picked Morgan in part to get the view of an institutional shareholder, and he asked the bank’s analysts specifically what they thought of the price Amexco was planning to pay. Amexco and Fireman’s Fund had talked of various prices, but both sides agreed that the cost would eventually be in the area of 0.75 Amexco shares for each share of Fireman’s Fund. The Morgan analysts effectively criticized both the basic idea of a merger and the specific plan. The acquisition, they said, “would come as a shock to A’s shareholders,” and because the market saw the outlook for the P\&C business as “bleak,” the acquisition would mean a “sharp decline” in Amexco’s multiple. As for the deal, the analysts regarded a price of anything over 0.4 Amexco shares as a bad one.

在梅里尔的同意下，克拉克又转向摩根担保信托公司的企业研究部门。克拉克之所以选择摩根，部分原因是想了解机构股东的观点，他特别要求银行的分析师对 Amexco 准备支付的价格发表意见。Amexco 与 Fireman’s Fund 曾商谈多个报价方案，但双方基本认同收购价格大致为 1 股 Fireman’s Fund 换 0.75 股 Amexco。摩根的分析师实际否定了这一并购设想及其具体方案。他们指出，该收购将“令 Amexco 股东感到震惊”，而市场对财产与意外险业务的前景“悲观”，因此这项收购可能导致 Amexco 的市盈率“大幅下降”。至于价格，分析师认为超过 0.4 股 Amexco 的出价都是不合理的。

Initially, the report disheartened Merrill and his men; Merrill said that if Clark accepted the report, the merger talks would end. However, when Clark indicated that he had not entirely agreed with the analysts’ conclusion, Merrill went on the attack. One of his aides wrote a lengthy rebuttal to the Morgan report, calling it “devoid of significant research and lacking in imagination.” He said that even at 0.9 Amexco shares for each Fireman’s share, Amexco would be doing well. Merrill came back to New York, and he and Clark resumed discussions in the old price range, around 0.75.

起初，这份报告让梅里尔及其团队感到沮丧；梅里尔表示，如果克拉克采纳该报告意见，合并谈判将宣告结束。然而，当克拉克表示他并不完全同意分析师的结论时，梅里尔随即反击。他的一位助手撰写了一篇冗长的反驳报告，称摩根的报告“缺乏实质性研究，缺乏想象力”。他认为，即使按照每股 Fireman’s Fund 换 0.9 股 Amexco 的价格进行，Amexco 仍然划算。梅里尔返回纽约，与克拉克继续以原先的价格区间（大约 0.75）展开谈判。

That Clark was haggling over the price indicated that he had probably come to the decision to make the acquisition. Merrill believed that Clark had done so after the shareholders meeting in late April. At the time, Clark again spoke of acquisitions, including mutual funds and insurance, but for all the talk he had not made an acquisition. Now he had the chance to buy a company that offered both insurance and mutual funds. In Merrill’s opinion, Clark had backed himself into a corner and had no choice but to acquire Fireman’s Fund. If Clark had decided to buy the insurance company, though, he had not told his staff. As late as May 22, Barton advised him that “the Morgan memorandum and the F/A reply further reinforce the view that if we are interested in insurance, it should be in a company no more than one- fourth the size of F/A. . . .”

克拉克与对方讨价还价的举动，说明他很可能已经决定要进行收购。梅里尔认为，克拉克是在四月底的股东大会之后做出决定的。那时，克拉克再次提到收购话题，包括共同基金和保险业务，但尽管说了很多，他一直没有真正出手。如今，他有机会收购一家同时涉足保险和共同基金业务的公司。在梅里尔看来，克拉克已经把自己逼到墙角，别无选择，只能收购 Fireman’s Fund。不过，如果克拉克已经决定收购这家保险公司，他却并未通知其团队。直到 5 月 22 日，巴顿仍建议他：“摩根的备忘录与我们自己的回应进一步支持这样的观点：如果我们真要进军保险业，目标公司规模最好不超过 F/A 的四分之一……”

Clark made up his mind no later than the following week. The board of directors of Amexco met and, following Clark’s recommendation, approved the acquisition. The agreement called for the exchange of Fireman’s shares for one of two issues of new convertible preferred, one convertible to 0.7 of an Amexco share, the other to 0.8 (the former carried a higher yield). Because shareholders were given the option of picking one or the other, the cost of the acquisition was put at somewhere between 485 million and 555 million. Typically, the stock market defied expectations; Amexco’s stock went up, not down, shortly after the deal. But, in time, the analysts proved correct; because Amexco carried the burden of the P\&C cycle in its earnings, its price-earnings multiple would fall dramatically by the mid-1970s.

克拉克最迟在接下来的一周内做出了决定。Amexco 的董事会召开会议，并根据克拉克的建议批准了这项收购。协议规定，Fireman’s Fund 的股票可以按两种新发行的可转换优先股中的一种进行交换：一种可转换为 0.7 股 Amexco 股票，另一种可转换为 0.8 股（前者的收益率较高）。由于股东可以选择其一，因此收购成本被估算在 4.85 亿至 5.55 亿美元之间。与预期相反，股市的反应十分出人意料；交易公布后，Amexco 的股价非但没有下跌，反而上涨。但分析师最终还是被证明是正确的；因为 Amexco 的收益中承载了财产与意外险业务周期的波动，到 1970 年代中期，其市盈率大幅下滑。

For its half billion dollars in stock, American Express acquired three separate operations: an insurance company with \$2 billion in assets and equity of more than \$350 million; a family of mutual funds; and a stake in a computer-leasing organization. Clark reorganized American Express as a holding company to accommodate Fireman’s Fund: he became chairman and chief executive; Morton became president, and Merrill, chairman of the executive committee. It was unquestionably the most significant acquisition in the company’s history, one that transformed the scope and size of the company; and, at the time, it made American Express too big for a raider to swallow.

通过这笔约 5 亿美元的股票交易，美国运通收购了三项独立业务：一家拥有 20 亿美元资产、逾 3.5 亿美元股本的保险公司；一个共同基金系列；以及一家计算机租赁公司的股权。为容纳 Fireman’s Fund，克拉克将美国运通重组为控股公司：他出任董事长兼首席执行官；莫顿任总裁；梅里尔则担任执行委员会主席。这无疑是公司历史上最重要的一次收购，彻底改变了其业务范围和规模；当时，这也使美国运通大得足以令任何收购者望而却步。

In the first year of the acquisition, Clark could point with pride to the fact that Amexco earned over \$60 million with almost half of that amount coming from insurance. Profits for the year equaled what total revenues had been when Clark took over. Revenues had soared to a billion dollars, three quarters of that from insurance. Yet Amexco executives could never fully integrate Fireman’s Fund. Although Amexco executives shuttled back and forth across the country, Fireman’s Fund always seemed to them an alien organization, engaged in an alien business. Even the earnings from the insurance subsidiary, though impressive at times, were almost untouchable by the parent company. Amexco could report the profits, could use some of it for dividends, but it could not capture the profits for most other uses. Insurance regulators would not have allowed Amexco to take its subsidiary’s earnings for itself.

在收购后的第一年，克拉克可以自豪地指出，Amexco 的利润超过 6000 万美元，其中几乎一半来自保险业务。这一年的利润等于他刚接手公司时的全年总收入。年收入飙升至 10 亿美元，其中四分之三来自保险业务。然而，Amexco 的管理层始终无法真正整合 Fireman’s Fund。尽管公司高管频繁往返于全国各地，Fireman’s Fund 始终被他们视为一个“外来”组织，所从事的也是一个“陌生”的行业。即便这家保险子公司的利润有时颇为可观，母公司也几乎无法动用。Amexco 虽可将其纳入财报，并部分用于股息分配，但在大多数其他用途上却无法调用。保险监管机构不会允许 Amexco 任意提取子公司的利润。

Clark would later term 1968 “the most impressive year of change and achievement in the 118-year history of American Express.” He was speaking not only of Fireman’s Fund, but of other developments as well. Amexco bought Ralph Owen’s Equitable Securities and combined it with W. H. Morton & Co. This put American Express briefly in all areas of retail and institutional brokerage and investment banking, but within a matter of months, Clark decided to concentrate on investment banking and institutional business and phase out retail operations. This expanded the company’s financial services for a time, but before long Equitable/Morton became a virtually inactive operation. In 1968 also, the company acquired a magazine called *U.S. Camera.* Later renamed *Travel & Leisure* and made part of the travel department, it would prove a profitable and enduring enterprise.

克拉克后来称 1968 年是“美国运通 118 年历史上最令人瞩目的变革与成就之年”。他所指的不仅是 Fireman’s Fund，还有其他多项发展。Amexco 收购了拉尔夫·欧文的 Equitable Securities，并将其与 W. H. Morton & Co. 合并。这一度使美国运通涉足零售与机构经纪、投资银行的所有领域，但几个月后，克拉克决定专注于投资银行和机构业务，逐步退出零售业务。这一决策短期内扩大了公司的金融服务范围，但很快 Equitable/Morton 实际上成为了一个基本处于休眠状态的机构。1968 年，公司还收购了一本名为 *U.S. Camera* 的杂志，之后更名为 *Travel & Leisure*，并归入旅游部门，最终证明这是一项盈利且持久的业务。

More significantly, that year Clark made a deeper commitment to develop the bank. Chemical Bank and a leading Canadian bank had both expressed an interest in buying Amexco’s overseas banking operations. But Clark rejected the sale and chose instead to expand the bank and make it a more professional organization than it had already become. It took four more years before Clark actually put a banker in charge of the bank (which had been renamed the American Express International Banking Corporation, AEIBC). Richard Blanchard, by training a securities analyst, remained head of the bank until 1970 and was replaced by an investment banker from White, Weld & Co., James D. Robinson III. Robinson had come to Amexco not to run the bank, but rather as a possible successor to Howard Clark. As part of his training to become CEO, he ran the bank for two years and then moved on to head the division created in 1971 that encompassed the card, TC, and travel, the Travel-Related Services (TRS) group. Only then did Clark turn the AEIBC over to a real banker, Richard Bliss from Bankers Trust. Bliss embarked on a program to expand assets and make the bank competitive in all phases of business with such giant international banks as Citicorp and Deutsche Bank. Assets indeed grew rapidly, doubling in Bliss’s first four years at AEIBC to \$4 billion.

更重要的是，克拉克在当年对发展银行业务做出了更深的承诺。Chemical Bank 和一家领先的加拿大银行均表达了收购 Amexco 海外银行业务的兴趣。但克拉克拒绝出售，反而决定扩展银行业务，使其成为一个比当前更加专业化的机构。他花了四年时间才真正任命一位银行家掌管这家已更名为“美国运通国际银行公司”（AEIBC）的机构。此前由证券分析师出身的理查德·布兰查德一直担任银行主管，直到 1970 年才被来自 White, Weld & Co. 的投资银行家詹姆斯·D·罗宾逊三世接替。罗宾逊加入 Amexco 的初衷并非是为了运营银行，而是作为霍华德·克拉克潜在继任者进行历练。他在银行任职两年后，于 1971 年转而领导涵盖信用卡、旅行支票和旅游业务的部门，即“旅行相关服务”（TRS）集团。此后，克拉克才真正将 AEIBC 移交给专业银行家——来自 Bankers Trust 的理查德·布利斯。布利斯启动了一项扩大资产、全面提升银行在国际业务中竞争力的计划，使之有能力与花旗、德意志银行等国际银行巨头抗衡。AEIBC 的资产在布利斯上任四年内实现翻番，达到 40 亿美元。

In the 1970s, Clark talked of making more acquisitions, of adding a fourth major income stream to TRS, the insurance company, and the bank—what he referred to as “the fourth leg” of American Express. In the early seventies, Amexco’s profits remained strong, its price-earnings multiple stayed high, and the investment community continued to believe that Amexco should use the opportunity to acquire for growth. Both in the company and on Wall Street, people feared that the TC had reached maturity, that card growth would slow, that insurance would face years of poor earnings. A fourth leg appeared the solution.

进入 1970 年代，克拉克提出进行更多收购，旨在为旅行相关服务、保险公司与银行三大收入来源之外再增添一个主要的“第四支柱”，他称之为“美国运通的第四条腿”。在 70 年代初期，Amexco 的利润仍保持强劲，市盈率也居高不下，投资界普遍认为公司应抓住时机通过收购实现增长。公司内部和华尔街都担心，旅行支票业务已趋于成熟，信用卡增长将放缓，而保险业务将面临数年的低迷盈利。因而，“第四条腿”被视为解决之道。

Clark talked again of acquiring businesses that in some way fit into American Express: real estate, mortgage banking, finance companies, resort development, and information-processing companies.\*

克拉克再次谈及收购那些在某种程度上与美国运通业务契合的公司：房地产、按揭银行、金融公司、度假村开发商以及信息处理公司。\*

Clark made no major takeover bids until March 1974, when he announced a \$150 million offer for Avis, the second largest car-rental company.† The deal seemed designed to bolster the company’s travel image, even though not long before, Clark had told the press that Amexco’s travel identity was outmoded. Then a month later, Amexco announced that it was not acquiring Avis after all. The company refused comment on why it had dropped its offer. Reportedly, Amexco had decided, somewhat late in the game, to take another look at Avis’s books. On closer inspection, the deal was not as attractive as it had first appeared. Some Wall Street analysts, however, believed Clark had changed his mind when he saw the price of Amexco’s stock go down by over 10 percent. He had correctly interpreted the price drop as a sign of investor disapproval. This one offer proved a failure on all counts. Amexco managed to muddy the sense of its identity and direction, and Clark made himself look like a corporate Hamlet, vacillating and indecisive. He never again pursued a major takeover.

直到 1974 年 3 月，克拉克才再次提出重大收购计划，他宣布出价 1.5 亿美元收购排名第二的汽车租赁公司 Avis。† 这笔交易似乎是为了增强公司在旅游领域的形象，尽管就在不久前，克拉克曾对媒体表示 Amexco 的旅游身份已经过时。然而一个月后，Amexco 宣布放弃收购 Avis。公司拒绝评论放弃收购的原因。有报道称，Amexco 在流程已进行至中后期时决定重新审阅 Avis 的账目。在更仔细的审查后，这笔交易看起来并不如最初那样有吸引力。然而，一些华尔街分析师认为，是当克拉克看到 Amexco 的股价下跌超过 10% 后改变了主意。他准确地将股价下跌解读为投资者的否定信号。这次出价在各方面都以失败告终。Amexco 不仅模糊了自身的企业定位与发展方向，克拉克也因此显得像个“企业版哈姆雷特”，优柔寡断、反复无常。他再也没有推动过任何重大的收购案。

Meanwhile, Clark continued to fiddle with the marginal products, more small additions and subtractions. He commissioned a consultant to report on the prospects in freight forwarding, and the consultant said it could be a growth area. But Clark quietly sold the freight-forwarding division to the Pacific Intermountain Express Co., removing Amexco from its original business. Freight had become so insignificant a part of Amexco that the sale was, according to company executives, a “nonevent.” Clark also sold off Wells Fargo armored cars, sold off the mutual funds acquired in the Fireman’s Fund deal, and added a language school and a computerized-reservation service for hotels and car-rental agencies. He pushed Amexco’s board to agree to let him buy a 25 percent stake in the investment-banking and institutional-brokerage firm of Donaldson, Lufkin, Jenrette. He abandoned the purchase three years later at a considerable loss.

与此同时，克拉克继续在边缘性业务上进行微调，进行更多的小规模收购与剥离。他委托一位顾问就货运代理行业的前景撰写报告，顾问表示该领域可能具备增长潜力。但克拉克悄然将货运代理部门出售给太平洋山地快运公司（Pacific Intermountain Express），从而彻底退出了 Amexco 的起家业务。货运业务在 Amexco 中已变得如此边缘，以至于公司高管称这笔交易是一次“无足轻重的事件”。克拉克还出售了富国银行的运钞车业务，出售了从 Fireman’s Fund 收购而来的共同基金资产，同时新增了一所语言学校和一套用于酒店与租车服务的计算机化预订系统。他推动董事会批准收购 Donaldson, Lufkin & Jenrette 投资银行及机构经纪公司 25% 的股份，但三年后又以相当大的损失放弃了这项投资。

The little acquisitions failed to amount to much, and Clark, though he spoke about a fourth leg, ultimately left his successors the challenge of finding it. His unwillingness to make another major acquisition also gave Amexco a very particular and not very flattering reputation in the investment community: Wall Street considered American Express a rich, venerable company of great integrity that “hadn’t done a damn thing for a decade.”

这些小型收购未能产生实质影响，尽管克拉克曾多次谈及“第四条腿”的构想，但最终他将这一难题留给了继任者。他不愿再发起重大收购，也让 Amexco 在投资界形成了一个颇具讽刺意味的名声：华尔街将美国运通视为一家富有、受人尊敬、正直可靠的公司，但也是一家“十年来什么正事都没干的公司”。

If Clark failed to develop a strategic vision, he succeeded greatly in the development of short-term operating plans. The main divisions continued to grow rapidly. By 1973, the average outstandings of TCs, still a company mainstay, surpassed the billion mark, and the card grew at a spectacular rate. Cardholders reached nearly 5 million by 1972 and then 8 million in 1977, and charge volume tripled every five years: from 1.1 billion in 1967, to 3.6 billion in 1972, to over \$10 billion by 1977. Profits overall continued to rise at a phenomenal pace in the 1970s. They topped \$100 million (in 1971), then \$150 million (1973), then nearly \$200 million (1976), and then in 1977, in the year Clark left office, more than a quarter of a billion dollars.

尽管克拉克未能构建明确的战略愿景，但他在制定短期运营计划方面却成绩斐然。公司的主要业务部门持续快速增长。到 1973 年，仍是公司支柱的旅行支票（TC）平均未清余额突破 10 亿美元；信用卡业务则以惊人的速度扩张。持卡人数从 1972 年的近 500 万增长至 1977 年的 800 万；刷卡金额每五年翻一番：从 1967 年的 11 亿美元，增至 1972 年的 36 亿美元，到 1977 年已超过 100 亿美元。整体利润也在 1970 年代持续大幅增长：1971 年突破 1 亿美元，1973 年达 1.5 亿美元，1976 年接近 2 亿美元，到克拉克离任的 1977 年更是超过 2.5 亿美元。

Profits rose every single year—or at least they seemed to rise every year. Clark placed a high priority on maintaining a record of continuous earnings growth that had begun in the late 1940s. \* Through the 1970s, in the first or second paragraph of each annual report, Clark highlighted the continuing saga of “the long earnings record” of American Express.

利润年年增长——或者至少看上去是如此。克拉克高度重视维持自 1940 年代末以来“连续增长的盈利纪录”。\* 在整个 1970 年代，每一份年度报告的开头一两段，克拉克都会强调美国运通“长期盈利记录”的延续传奇。

But he kept the Record alive at times by what others considered tricks, maintaining the appearance of earnings growth, instead of the reality. In 1974, the P\&C underwriting cycle hit bottom, and as many had predicted in 1968, earnings from Fireman’s Fund fell. But Amexco managed to preserve the Record—barely. Fireman’s Fund made an abrupt change in its accounting practices—a move which opened eyes and provoked an official inquiry. Fireman’s Fund had what was called a “catastrophe reserve,” a pool of funds set aside to cover a jump in claims from an unexpected disaster. Before 1974, Amexco’s Fireman’s Fund subsidiary had put into the catastrophe reserve 1.25 percent of premiums from certain categories of disaster insurance. But in April of that year, Fireman’s Fund decided to lower its contribution to 0.9 percent a year and amortize the payments over time. The timing of the change startled observers. It came in a month when tornado and storm damage had led to a jump in claims. One analyst called the change “inappropriate,” and the SEC launched an investigation. It concluded that Amexco had done nothing illegal, but market analysts regarded the accounting change as little more than a tactic to “present a picture of stable earnings growth.” Amexco did produce another “record year” in 1974, but earnings overall rose less than \$6 million and the company’s tinkering with the catastrophe reserve had added an estimated \$9 million.

但在某些年份，克拉克是通过一些他人眼中的“技巧”来维持这项记录的——维持的是盈利增长的“表象”而非真实增长。1974 年，财产与意外险的承保周期触底，正如 1968 年许多分析师所预测的那样，Fireman’s Fund 的盈利下滑。但 Amexco 仍勉强维持住了盈利记录。Fireman’s Fund 突然改变了会计处理方式——此举引起了业内的广泛关注，并引发官方调查。Fireman’s Fund 设有“灾难准备金”，即为应对突发灾难理赔激增而预先提留的资金。在 1974 年之前，Amexco 旗下的 Fireman’s Fund 每年从某些类型的灾害保险保费中提取 1.25% 作为灾难准备金。但该年 4 月，Fireman’s Fund 决定将比例下调至 0.9%，并将其摊销至未来若干年。此次调整的时点令人吃惊——就在该月，美国遭遇多起龙卷风和风暴，导致理赔大幅上升。一位分析师称这一变动“极不妥当”，美国证券交易委员会（SEC）对此展开调查。调查结果认定 Amexco 并无违法行为，但市场分析师普遍认为这只是公司为了“营造持续盈利增长的假象”所使用的手段。Amexco 确实在 1974 年实现了又一个“创纪录年度”，但当年整体利润仅增长不到 600 万美元，而灾难准备金的会计调整就额外贡献了约 900 万美元。

In 1975, Clark’s tactics raised even more questions. Fireman’s Fund again posted poor earnings, and this time Amexco used two maneuvers that appeared designed to keep the Record alive. That year the Financial Accounting Standards Board decided that insurance companies should abolish catastrophe reserves altogether because they were misleading. Most insurance companies took out the money from their catastrophe reserves and reported it as “extraordinary” gains. Fireman’s Fund used the cash in its reserve to boost income by several million.\* The same year, Clark also avoided taking a big loss on the company’s investment in the firm of Donaldson, Lufkin, Jennette. Rather than sell the stock, he distributed it to Amexco’s shareholders. In distributing the shares, he kept a loss of around \$25 million off the books. But he cost the company some \$6 million, money it would have recouped if it had sold the stock and taken the tax losses. Some on Wall Street believed that preservation of the Record was the only reason for the maneuver. Amexco reported a net gain in 1975 of only \$8 million.

1975 年，克拉克的手法引发了更多质疑。Fireman’s Fund 当年再次表现不佳，而 Amexco 使用了两项操作，显然是为了维持“盈利记录”。当年，美国财务会计准则委员会（FASB）决定保险公司应彻底取消灾难准备金制度，理由是该制度具有误导性。大多数保险公司将灾难准备金中的资金转出，并以“非常规收益”形式入账。Fireman’s Fund 则利用这笔准备金提高了数百万美元的收入。\* 同年，克拉克还设法避免了在 Donaldson, Lufkin, Jennette 投资上的巨额亏损。他没有出售股票，而是将股票分配给 Amexco 的股东。通过这种方式，他将约 2500 万美元的账面损失从财务报表中“移除”。但这一做法也让公司蒙受了约 600 万美元的损失——若公司出售股票并申报税收亏损，原本可以收回这笔资金。部分华尔街人士认为，这一操作的唯一目的就是维护“盈利记录”。Amexco 在 1975 年报告的净利润仅为 800 万美元。

The company did have a business rationale for maintaining the appearance of steady growth. Some executives believed that the investment community looked for an upward earnings path, and that the appearance of continuous earnings would protect the stock price and its price/earnings multiple. In the mid-1970s, the multiple fell anyway, and indeed Wall Street became distrustful of Amexco’s earnings reports. Market analysts thought Clark was merely trying to make Amexco seem invincible, as one put it, “to make it seem like the company could defy gravity.” But the policy took on a life of its own. The company had always been concerned with appearances and now became even more so.

公司确实有其维持稳定增长“表象”的商业理由。一些高管认为，投资者看重的是持续上升的盈利趋势，而连续盈利的表象可以保护公司股价和市盈率。尽管如此，到了 1970 年代中期，Amexco 的市盈率依然下跌，华尔街也开始对其财报产生怀疑。市场分析师认为，克拉克只是想让 Amexco 显得“刀枪不入”，正如一位分析师所言：“让公司看起来仿佛能违背重力定律。”然而，这一政策逐渐变得无法自控。公司历来重视形象，如今更是如此。

Of course, a good deal of Amexco’s growth was real, and an extremely visible advertising effort helped create it. In Clark’s last few years, Amexco launched one of the great advertising campaigns of all time, a campaign that centered on a slogan: “Don’t leave home without it.” The line became a cliché of modern life, and the television ads created specifically for the card turned into advertising classics.

当然，Amexco 的许多增长是真实存在的，而一场极具影响力的广告活动也在其中发挥了重要作用。在克拉克任期的最后几年，Amexco 发起了一场史上最成功的广告战役之一，核心标语是：“出门别忘带它。”这句口号很快成为现代生活中的流行语，而专门为信用卡拍摄的电视广告也成为广告界的经典之作。

The campaign started after Amexco grew dissatisfied with its ad agency, Ogilvy & Mather. Amexco VP George Waters went to James Robinson, then the head of TRS, and suggested that Amexco put the account out for bid by all advertising agencies. But Robinson decided to give Ogilvy one more chance. He and Waters called in Ogilvy chairman Andrew Kershaw and demanded a new campaign. What they wanted, especially, they told Kershaw, was a campaign that had what Waters called “a synergy tag line.” Ogilvy’s first campaign had been a success, Waters thought, because its tag line, the “company for people who travel,” effectively united the marketing efforts of travel, the TC, and the card. When Kershaw suggested that Amexco create its own line, Waters delivered an ultimatum: “You will come up with \[a line] or you won’t have the account.” Faced with the threat of a lost account, Ogilvy produced the lines, “Don’t leave home without it,” for the card; “Don’t leave home without them,” for the TC; and “Don’t leave home without us,” for travel.

这场广告战的起因是 Amexco 对其广告公司奥美广告（Ogilvy & Mather）感到不满。Amexco 副总裁乔治·沃特斯找到当时担任 TRS 部门主管的詹姆斯·罗宾逊，建议将广告合约向所有广告公司开放竞标。但罗宾逊决定再给奥美一次机会。他和沃特斯召见了奥美董事长安德鲁·柯肖，要求推出一套全新的广告方案。他们特别指出，所需的广告必须具备沃特斯所称的“协同口号”。沃特斯认为奥美此前的第一轮广告战之所以成功，是因为那句“为旅行者而生的公司”这一口号有效整合了旅行、旅行支票和信用卡的市场营销。当柯肖提议 Amexco 自行设计口号时，沃特斯给出了最后通牒：“要么你们想出一个新口号，要么我们就撤掉你们的代理权。”面对失去客户的威胁，奥美最终创作出了三条广告语：“出门别忘带它”（信用卡专用）；“出门别忘带它们”（旅行支票专用）；“出门别忘了我们”（旅游服务专用）。

The most notable use of the tag line was in TV commercials for the card. In the early 1970s, Ogilvy’s creative staff had tried a series of spots using “ordinary people,” but by 1974, they realized that approach was not working. They looked for new ideas, ways to use the new line. Under the direction of William B. Taylor, Ogilvy shot three different ads for the card. One was a song, which Kershaw vetoed: “We do not sing about American Express.” The second was so unremarkable that a few years later even Taylor could not remember what it was. But the third was an idea that bloomed into a long-running series of commercials known primarily by their first line: “Do you know me?”

该广告口号最引人注目的运用是在信用卡的电视广告中。1970 年代初，奥美的创意团队尝试了一系列以“普通人”为主角的广告，但到了 1974 年，他们意识到这种方式并不奏效。于是他们开始寻找新思路，探索如何运用这条新口号。在威廉·B·泰勒的指导下，奥美为信用卡拍摄了三条不同的广告。第一条是一首歌，但被柯肖否决：“我们不会用唱歌的方式宣传美国运通。”第二条平淡无奇，以至于几年后连泰勒本人都记不起来内容。第三条广告却成了一项长期播出的系列广告，以其开场白“你认识我吗？”而广为人知。

The idea Taylor pursued was intended to create a sense of mystery and surprise. He put a semifamous person, whose face or name might be familiar but not both, in front of the camera, and the semicelebrity asked television viewers, “Do you know me?” Taylor started with actors who played supporting roles, Norman Fell and John McGiver. \* Then he moved on to an astronaut, a former Miss America, and the voice behind Bugs Bunny. The ad series became a major hit only after an Ogilvy writer suggested William Miller, onetime candidate for vice president of the United States, for the series. Taylor credited this one spot with turning the series into a fixture; the concept still aired more than a decade later.†

泰勒所追求的广告创意旨在营造一种神秘和惊喜感。他将一些“半知名人士”——即观众可能熟悉其面孔或名字但不兼具的人——置于镜头前，由他们对观众问道：“你认识我吗？”泰勒从饰演配角的演员诺曼·费尔与约翰·麦吉弗开始尝试，\*随后又邀请了一位宇航员、一位前美国小姐以及“兔八哥”背后的配音演员。直到奥美的一位撰稿人建议请曾经竞选过美国副总统的威廉·米勒参与，整个广告系列才真正走红。泰勒认为，正是这一条广告使整个系列变成了品牌标志性的宣传方式；该创意在十多年后仍在播出。†

By the 1970s, Amexco had become a radically different company from the one Clark had taken over. Amexco was no longer a family, but rather a huge, impersonal corporation. The change left Clark with a problem of staffing. He felt he needed to find a new generation of young leaders able to work in a more aggressive, competitive environment. In the seventies, the turnover of executive personnel increased as Clark brought in bright young men with MBAs and the latest ideas in management technique. In addition to James Robinson and Richard Bliss (at the bank), he hired Roger Morley, an accounting “whiz” and strategic planner from Gould Corporation. By 1975, Robinson had demonstrated to Clark and the board that he was capable of taking over as CEO. Clark named the young man as his successor and made plans to step aside.

到了 1970 年代，Amexco 已与克拉克最初接手时的公司大相径庭。它不再像一个“家庭”，而是一个庞大、冷峻的企业组织。这种变化使克拉克面临人事上的挑战。他认为自己必须引入一代能在更激烈、更具竞争力的环境中施展才干的年轻领导者。在 70 年代，Amexco 高层人员更迭加速，克拉克大量引入拥有 MBA 学位、掌握最新管理理念的年轻才俊。除詹姆斯·罗宾逊和理查德·布利斯（任职于银行）外，他还聘请了来自 Gould 公司的会计奇才兼战略规划师罗杰·莫利。到了 1975 年，罗宾逊已向克拉克和董事会证明了他具备出任 CEO 的能力。克拉克正式指定这位年轻人为接班人，并开始安排自己逐步退位。

Two years later, Clark, age sixty-one, left office. He stayed on as chairman of the executive committee and chief counselor, but he made it clear he was handing over the reins for good. He left his successors with several related problems: a policy of continuous earnings growth; the need for a fourth leg to maintain that policy; and the need to define the company to figure out what the fourth leg should be. But at the same time, Clark also left Robinson and Morley with resources to do just about any deal they wanted.

两年后，时年 61 岁的克拉克正式离任。他保留了执行委员会主席和首席顾问的职务，但明确表示将彻底交棒。他给继任者留下了几项相互关联的问题：维持连续盈利增长的政策；为实现这一政策所需的“第四条腿”；以及必须重新界定公司战略定位，以明确这“第四条腿”到底是什么。但与此同时，克拉克也为罗宾逊和莫利留下了充足的资源，使他们几乎可以推动任何一笔交易。

There were two symbolic changes made in the last couple of years of Clark’s era. American Express left 65 Broadway for a new glass-and-steel tower at the tip of Manhattan, an address to be known as American Express Plaza. Then in 1977, American Express was once again listed on the New York Stock Exchange, ticker symbol AXP. Both changes seemed fitting. When Clark took over, Amexco was a rather small, old-fashioned, unincorporated association; by the time he stepped down, Amexco had changed fundamentally. It had become a modern corporate giant.

在克拉克任期的最后几年，公司还发生了两项颇具象征意义的变化。美国运通从百老汇 65 号迁至曼哈顿南端一座现代玻璃钢结构的高楼，这里被命名为“美国运通广场”。随后在 1977 年，美国运通重新在纽约证券交易所上市，股票代码为 AXP。这两项变动颇具象征意义：当克拉克接手公司时，Amexco 还是一个规模不大、风格传统、未正式注册的协会式组织；而当他卸任时，公司已发生根本性转变，蜕变为一个现代化的企业巨头。