Some Evolutionary Economic History of the Oxford University Press 1890-1970: Oxford in America Daniel Raff The Wharton School and NBER Version of 101510 Introduction The official subject matter of this chapter is the history of the Press’s operations in New York, the base for the Press’s activities in the United States, from 1896 through 1970, the year of publication of the Waldock Report. The chapter’s coverage in fact begins in the 1870s with some necessary scene-setting. The narrative will continue on from 1970 in a parallel chapter to appear in Volume IV. That will take events up to 2004, at which point this History will end. The New York Branch (later Business) was the first of the Press’s overseas branches. It became in due course a significant source of sales and profits and thereby economically important to its owner. It was a highly visible actor in a vibrant industry. It was not merely active but influential in variety of more specialized niches: on a number of occasions it made changes to its product offerings sufficiently significant to alter overall competitive conditions. OUP-NY grew to be a large employer. It was a simple organization in the very beginning; but well before the end of this Volume’s period, it had become complex. It represents a subject of some weight and complexity. One might approach writing the history of such an enterprise in a variety of ways. The simplest would be, like many other publishing house histories, to focus on the output, which is to say the books. These there have been in plentitude, many noteworthy to the general American reading public as well as to specialists. A variant, equally common among house histories, would be to focus on the colorful executives who ran it. The collection of individuals who ran the business during this Volume’s period does not lack for color. But neither of these approaches would come close to plumbing what the New York history meant for the Press as a whole. A slightly deeper perspective would involve regarding the New York branch as part (the details, of course, developing over time) of a vertically integrated manufacturing company. This puts activities, rather than the products per se or managerial characters, at the center of attention and may seem more direct and natural. That is the approach taken here. But taking it is not an entirely simple decision. The choice immediately raises the question of what the sources of such a history could, and should, be. A moment’s reflection on the answer to this raises interesting further questions. The available sources for this particular are relatively rich. They include not just catalogues and advertisements but articles in the trade press, legal documents and judgments, and ledgers, accounts, and other relatively external (or at any rate ex post) records of levels of activities and the net results. They also include memoranda, reports, and correspondence between the head of New York on the one hand and the Press’s Publisher in London (until 1950 2 the New York executive’s immediate hierarchical superior) and the Secretary to the Delegates (the immediate superior from 1950 and throughout the senior-most officer) in Oxford on the other. There are minutes of meetings, some in New York, some of relevant deliberations of the Finance Committee in Walton Street, and some of the Delegates themselves. It might seem that not just the outcomes but the thoughts and logic behind them would be immediately accessible. Some of these materials are indeed directly illuminating in that way. For the bulk of them, however, the view is naïve. The North American continent is vast and, particularly at the beginning of the period, inexpensive communication across long distances was slow. The same was true of communication between London or Oxford and New York. Even half-way through this Volume’s period, we read letter-writers worrying about finishing a note in time to catch a particular sailing, worrying the while about how long the ship will in fact take, and others remarking, with an air of “They do have a point”, that a convention of charging New York’s accounts for incoming as well as outgoing cables seemed to strike the New Yorkers as unfair. It is very clear that trans-Atlantic telephone time was precious and used only when absolutely necessary. The New York office was in important respects remote and always operated with at least some autonomy; but UK superiors were certainly concerned throughout to make sure that this autonomy was not abused to the cost or discredit of the larger organization or the University. There is, thus, considerable discussion of rights and constraints (and, at least implicitly, of incentives). But there is also meticulously elaborated documentation of formalities. There is, for example, painstakingly detailed correspondence and discussion of matters of legal status (down to extended correspondences across the ocean concerning just who needs to sign what, and when) and, in effect, accounting conventions. There is in some sources far more meticulous documentation of who attended than of the arguments pro and con before the vote. The significance of operating and even investment decisions which might have large impacts on future prospects come into focus only sporadically. It is important, amidst the wealth of documentation that has survived, to keep track of the weight, rather than the bulk, of the evidence—to focus, so to speak, on decision-making and actions rather than on mere administrative transactions. I commented on two perspectives such a history might adopt above. The observations of the last paragraph bring up the third on which I want to comment. When thinking of executives, one might well wonder who made it a powerhouse. (More than one bibliophilic and obituaryreading friend has, during the drafting of this text, inquired.) One might well wonder, more explicitly, which executive actions were decisive in establishing the branch’s fortunes as they have come to be. Retrospects are apparently the second easiest approach, trailing only chronologies of the books themselves. They are to be taken with equally great caution. The problem with retrospective history is that the attributes of an entity which allowed it to survive some period of scarcity and challenge may not seem its most salient in some subsequent and perhaps less demanding—or at least differently demanding--environment. Current priorities and successes might well have been disasterous in the earlier setting, leading, if implemented, to no future history at all. Understanding how the present entity came to be is a matter of understanding its past as that actually happened, not projecting back onto previous periods some current presentation or preoccupations. The past is what it was, not some “Coming Attractions” trailer for the future (as that was then or may seem from any particular moment’s vantage point). 3 This chapter is therefore not just focused on activities. It is also an exercise in Anti-Whig history. It has an endpoint; but it is an attempt to see its subject’s history during the Volume’s period as a series of decisions, generally taken with less information than the decision-makers would have liked about current conditions and essentially always taken without completely confident knowledge of what the consequences of the various alternatives would be. It does not presume there is an end to history, a fortune to be attained. The author knows quite well that more is coming; and no one contemplating the state and challenges of the publishing industry now could possibly think that 2004 was the beginning of a long equilibrium. If emphasis has to be laid--as it at least implicitly always does, even in the seemingly simplest and most straightforward of narratives—it is in the end far more illuminating to lay it on the creation of possibilities rather than on their realizations. If prospective history is the objective, the question to ask of decisions is always whether they changed the set of possible futures in fruitful ways. The history to follow certainly takes note of the elaborately documented legal forms and changes of regime, the reorganizations of intra-company debts into capital, and the like. But its focus is on preoccupations and plans, on constraints and the creation of future opportunities. The history of this enterprise is a history of resources, capabilities, and real options. Enough of the latter were exercised to do far more than merely to command casual attention at consequences. Enough were realized to show off the underlying machinery at work. Pre-history In the period in which the American economy began to recover from the Civil War, the great bulk of the Oxford University Press’s business lay in Bibles and devotional texts. The Delegates published scholarly books, though not very many and none that sold widely or particularly well. The trade in school texts was just beginning and in any case was not yet very large. Most of the enterprise (in both senses of the phrase) lay on the Bible side. The business in Bibles and related material was very large indeed. Its variety might surprise modern readers and its scale was only growing. The Bible side printing was predominantly done in Oxford. Editions (and sizes) were kept in standing type; but there were economies of scale in making to stock rather than making to order and that is what the Printer did.1 The Press’s Bible trade was a wholesale one, but it had more customer variety than that phrase might suggest. A small number of the customers—two in particular, the British and Foreign Bible Society and the Society for the Propagation of Christian Knowledge—placed On the existence of texts in standing type at mid-century, see the paragraph beginning “Stereo and electroplate technologies” in Simon Eliot’s draft chapter in Vol. III of the History and the archival sources cited therein. The Printer Horace Hart ordered, indexed, and secured plates in a formal and fireproof store in the Printing House as part of his 1880s reorganization and refurbishment of the plant. See Hart’s 1905 report in OUP/C/3 (Storage was no minor matter: the Bible in even a small format in standing type or plates could weigh two and a half tons.) It was the existence of stored plates that would enable the London Publisher, Henry Frowde, to take over the Bible printing from the Printing House as abruptly as he did shortly after the turn of the century. 1 4 relatively large orders.2 The U.K. Bible “monopoly” was shared and these individual customers were in a position to negotiate terms with the firm. They drove a hard bargain. This, in combination with the economies of scale in production, gave the Press a powerful incentive to find incremental customers. America was a promising vent for this potential surplus. The seventeenth-century settlers had been mainly Protestant, accustomed to reading the Bible and indeed to having copies in the home. Every town had its churches; itinerant preachers were common; and Great Awakenings took place from time to time. There is no question but that the population valued liberty; but by modern standards it was also quite religious. Literacy levels were relatively high. Increasingly, Americans viewed education not as something for the well-to-do but as a requirement for proper citizenship. From relatively early on in the history of the Republic, public provision of basic primary education was common. The high school movement was still in the future two-thirds the way through the late nineteenth century; but when it came it represented a change in degree rather than a change in kind. America was therefore a promising territory for the Press. The population was potentially quite interested in its mass market products and was at that growing briskly and steadily. Cities, where distribution was relatively inexpensive, were growing positively rapidly. Rural districts were increasingly well-served by railroads. The Post Office delivered everywhere. Postal rates on printed matter were subsidized. This understanding was to some extent not novel to the Press in the nineteenth century. Even in the period of the Revolutionary War, the Press had recognized the significance of American demand. (The war had cut it off, and the Press had noticed.3) But now the demand was larger; and with increasingly mechanized printing and binding technologies, and their accompanying economies of scale; larger mattered more. Efficient distribution involved fixed costs. It was cheaper to ship as well as to manufacture in bulk. But then local storage premises were required. Advertising was expensive. In such a physically large country, a dedicated sales staff, out and about, produced more sales than any passive approach. But to lay out the funds for all of this, essentially on speculation, may have seemed risky. The standard resort—whether cautious or exploratory, was to employ a commission agent. The Edinburgh firm of Thomas Nelson and Sons originated as a religious publisher. Its overall profile by 1870 had shifted markedly towards more secular publishing. But its American business was still predominantly religious. It handled that American business from a branch in New York City. It knew the customers.and how to reach them. (It also knew how much to trust their credit.) Its sales staff understood the product and had the manner down. It had premises and competent record-keepers. All this had required capital investment as well as ongoing expense of Nelson’s. So the firm wanted a return for selling others’ product. But sell it cheerfully would, it seemed, if there was sufficient profit in it. In 1865, the Bible Society alone took two thirds of the Press’s Bible output. See Leslie Howsam, Cheap Bibles: Nineteenth Century Publishing and the British and Foreign Bible Society (CUP, 1991), 118. 3 Peter Sutcliffe, The Oxford University Press: An Informal History (Oxford: Oxford University Press, 1978), p. xxv. 2 5 Nelson’s developed a simple if somewhat subservient arrangement with the Bible Press. It acted as the Press’s exclusive sales agent in the United States, buying bound books—Bibles and devotional texts—at trade prices and reselling them at retail prices specified by the Press (in practice, the London Publisher).4 The difference between the two was to cover Nelson’s expenses and a reasonable profit. The sales were for some years basically steady but not spectacularly large. As the Press’s offerings began to broaden, and as the Delegates books continued to want buyers, the question arose of whether there might be a suitable American agency for these as well. Nelson’s was not right: its investments were too heavily concentrated in the religious field. Macmillan had come to publish a range of product not dissimilar to Oxford and seems to have indicated a willingness to set up a New York office. Alexander Macmillan, Publisher to the University from 1863 to 1880 and the entrepreneurial head of a very active family publishing house, had visited America after the Civil War. “He was impressed … ‘by the utter ignorance in England of the country’s power, resources, and the enormous amount of great and good work going on,’ in particular as a consequence of educational endowments. ‘A great international publishing house is possible,’ he wrote, ‘and it would be a grand idea to be realized,’ but he had learnt long ago of the advantages of small beginnings and was content at first with having a direct agent in New York.”5 A suggestion fell upon ready ears; and a second, non-competitive, agency was set up with Macmillan’s. It outlasted the somewhat tense ending of Alexander’s time as Publisher by sixteen years.6 The terms of this contract looked different from the one with Nelson’s, at least on the surface. The books to be sold were stipulated and the prices were to be fixed by the Press as in the agreement with Nelson’s. But this one contained a most-favored nation clause rather than exclusive dealing language. Macmillan promised not to resell the merchandise in other territories. The financial terms were simple: a 10 percent commission of retail, just as for Macmillan’s domestic sale of Press productions, was to go to the agent. Accounts were to be rendered within three months of a fiscal year ending June 13th and payment was to have been made by the first of the following year. It should perhaps be added that the contract was embedded in a web of less formal relationships. Macmillan and Co. continued to advise the Press on their American markets and in 1886 were granted the privilege of the inclusion of their name under the distinctive Clarendon Press shield on all Press books sold in America.”7 The problems Nelsons posed to the Press were a somewhat idiosyncratic mixture, in part a matter of the contract between them and in part a matter of the place of the business the contract represented within Nelson’s whole. The contract implemented a principal-agent relationship. It struck the usual uneasy balance between incentives and risk-sharing. The incentives part is simple. London wanted to sell the books and leave its agent to worry about [For now:] The exclusive dealing language was “”The Manager of the Oxford University Press Warehouse agrees to sell Bibles, Testaments, and Prayer Books to no other House in the United States of America.” See Frowde to Price, 6 Nov. 1989, remainder of cite to follow. 5 Charles Morgan, The House of Macmillan 1843-1943 (New York: Macmillan, 1944), 83. 6 On the ending, see Delegates’ Orders 14 Nov 1879. 7 See Mary Hammond’s draft chapter forthcoming in Volume II of the History citing a letter from Lyttleton Gell to Frederick Macmillan of 20 May 1886 in the Macmillan Archive.. 4 6 getting them into the hands of final customers. But if London’s price did not provide sufficient margin to offset the risk given the agent’s expenses and opportunity costs, the agent’s willingness to buy would decline. For agents such as Nelson’s with an ongoing relationship, there might also be tension over the stock already in hand. And there were no particular incentives to larger sales rather than smaller. The remainder of the idiosyncrasy owed to the relationship between Nelson’s Oxford trade and the balance of Nelson’s American business. This is explained below. Macmillans posed problems as well but of a more familiar sort.8 The business certainly grew briskly in the early years.9 But the agreement left many aspects of the promotion and sale of Oxford books entirely in Macmillan’s hands. Furthermore, Macmillan’s sold competitive goods. And the firm had not been in an entirely good odor since the profiteering tension leading up to the ending of Alexander’s term as Publisher. The Delegates felt then that as Publishers Macmillan’s made too much money on Press books relative to their own income and indeed a new Memorandum of Agreement in 1873 clawed back exclusive dealing. A further revision in 1876 cut the domestic commission rate as well though it introduced most-favored nation pricing.10 Two events came to focus Oxford’s attention on these issues. The first was the reaction of Nelson’s to the depression of the 1870s. Demand for the Oxford product Nelson’s sold was cyclically sensitive. The early 1870s saw a major downturn in levels of economic activity in America. Nelson’s, facing its own fixed costs, would have wanted to respond somehow whether or not there was competition from less expensive competitors offering high-quality product; and there was. So Nelson’s lowered prices. This might have been all right had the London Publisher or his nominal supervisor, the Secretary to the Delegates been consulted in advance and consented; but they weren’t and they hadn’t. When that created problems, Nelson’s resisted paying the full amount on the grounds that the volumes had not sold at the anticipated prices. Or that many of the books received had been damaged. Or faulty in some other way. Or something, anything that would prevent sales at full price and was not their responsibility or fault. When all that failed, Nelson’s tried to negotiate prices down. The then London Publisher, Henry Frowde, remained adamant. The Nelson’s people went over his head to the Secretary; and they misrepresented his views in the correspondence. Frowde was furious.11 He had not thought much of Nelson’s as businessmen or counterparties to begin with. Nelson’s American business has no doubt been very badly managed. I hear rumors on all hands that Mr. R[obertson] has traded recklessly and has incurred many, heavy bad debts which ordinary business would have avoided. When Pott, Young, & Co reduced certain prices he appears to have made reductions beyond what the 8 Alfred D. Chandler, The Visible Hand The Managerial Revolution in American Capitalism (Cambridge: Harvard University Press, 1977). 9 See Price to Frederick Macmillan, 6 Sep 1880, BL op. cit., f.63o 10 See the copy of a letter sent to Macmillan, Delegates’ Orders 19 Nov 1875 11 Confirm citation—probably Frowde to Price 24 Feb 1876, Amen House Letterbook 3 Correspondence of Henry Frowde 13/11/1875-23/3/1876.97. 7 occasion required, and without judgment, and now would like to saddle us with the consequences. With the management of their business or with Pott[,] Young & Co reductions and subsequent advances we, of course, have nothing to do. If we make ourselves [liable] to after claims it will become a farce to stipulate for prices beforehand.12 Subsequent to Nelson’s appeal to the Secretary, Frowde even raised the possibility of threatening to cancel the contract, albeit apparently more as a negotiating ploy than as a preferred alternative.13 The tension of the moment was eventually resolved; but friction, as time passed, continued.14 Frowde had a censorious mind and a long memory. When the depression of the early 1890s, an even worse one than that of the 1870s, came, Nelsons tried again. Its situation had in some important respects worsened by this time. The company’s own trade had been declining. The Oxford product remained good, perhaps too good: Nelson’s were becoming dependent on their Bible supplier. In expansive times, this might have been good thing from Oxford’s perspective: Nelsons would not drive so hard a bargain. In bad times, the situation was less attractive. Nelsons had fewer other sources from which to cover its overhead. Oxford needed some competent firm to pay it. There weren’t many alternative firms to hand. If the Press valued the basic arrangement, it was stuck. But much was different on the Oxford side by this time. Frowde was by now not a young and new employee but an established figure, with judgment that was trusted and valued, and as a practical matter a great deal of operating autonomy. He could also, by this time, point to a long history of complaints by him to the Secretary. So he had the whip hand. It is here the history of the New York Branch properly begins. A New York Branch: Early days The central figure in the establishment of the New York branch was Henry Frowde, as previously mentioned the then manager of what was (and would soon formally be called) the Press’s London Business. A brief account of him may be in order. Frowde emerged from the Bible publishing industry and was hired at a relatively young age in 1874 to run the Press’s London warehouse i.e. its non-scholarly trading operations. He was quiet, not to say interpersonally a bit withdrawn, and somewhat severe in manner when he did interact with others. While devout, he was also an astute and ambitious businessman (and not the less successful for his relentless mastery of small detail). He succeeded Macmillan as Publisher in 1880. Even by the standards of Macmillan in his prime, Frowde was entrepreneurially minded and highly energetic. He also had capital invested. In the course of his nearly forty years’ service to the Press, he put his stamp on almost everything he touched; and he touched more and more with every passing year. Frowde was, as the discussion above suggests, suspicious about the relations with Nelsons more or less from the moment these came to his attention. He was himself very 12 Frowde to Price 21 Jun 1876, ibid.. Frowde to Price, 5 Sep 1876, ibid. 14 For some interim instances of the 1880s, see (per Fraser) Amen House Letterbook No. 10, Correspondence of Henry Frowde, XX/10/1882=XX/7/1883.e.g. 315, 333, 416, 441.. 13 8 impressed with the quality of the Oxford product; and one imagines he felt that Nelsons couldn’t possibly be selling it as hard or as successfully as he or his supervisees would have done. Certainly he cast a jaundiced eye on the pleas from Nelsons in the 1870s. What they almost surely saw as (counter-cyclical) risk-sharing, he almost certainly saw as shirking. Was Frowde’s view reasonable? One might well argue that it was. If Nelsons claim to rents in the good part of the cycle was based on a return to investment they had made i.e. reflecting a long-term and forward-looking perspective on investment and return, then surely there was no special case for periods with sub-average revenue flows. The returns in good periods ought to be available to cover any deficits in the bad ones. Frowde was not impressed by what good businessmen Nelsons were. In fact, he festered over being stuck with them. The festering came to a head when the 1890s troubles hit. Nelsons wrote, seeking an easing of terms. They pointed to market conditions; when that didn’t work, they pointed to competitive offerings. At first, Frowde simply wouldn’t listen. Then he decided to investigate first-hand. He went by boat to New York in the late summer of 1895. He had meetings with Nelsons and apparently examined their books. He investigated premises, theirs and others. His letters to the then-Secretary, Gell, do not disguise his disdain. He felt that the situation was not good. …. It is evident that [the Nelson’s representative] Mr. Brown was alarmed by my assurance that if the claim for rebate and reduced prices was pressed as an alternative to their standing aside, we should give notice to terminate the agreement; and I feel sure that the claim will now be withdrawn and an attempt made to minimize the seriousness of the situation. I feel equally sure that the position is most serious, that Messrs Nelson are practically standing aside already and are rapidly losing their trade in Oxford Bibles and I fear that it is no longer possible to do a satisfactory Bible business in the United States through tem or any other exclusive purchaser. He felt, in short, that the situation was grave. And he scented desperation at Nelson’s. The reason was not far to seek: the balance of Nelson’s sourcing at this point suggested that the situation would not get better anytime soon. During satisfactory years Messrs. Nelson’s averaged £70,000 Annually of which £64,000 has consisted of our editions and £6,000 of their own publications[:] there is hardly any demand for their books in the States and their School books are not used here. The great bulk of their trade expenses [therefore] has to be defrayed out of the profits they make on Oxford Bibles. Furthermore, he clearly thought their management slack and lackadaisical. I do not consider that Messrs. Nelson’s American Branch is as efficiently managed as it should be. …Their business is conducted in 9 too costly a manner. They pay £1600 per annum rent while I could get thoroughly satisfactory premises for about £600 or £700. They pay their manager a salary of £1000 while I could get a much better man for £700 and other things in the same proportion. Action was required. Messrs. Nelson will probably do everything in their power to prevent or postpone a rupture [T]hey have often bought foolishly and have accumulated a large quantity of doubtful stock which they will be desirous to work off. But it we allow matters to drift the business will be destroyed before we get it into our hands. He did not see much risk and therefore relatively modest capital requirements. The Press i.e. he, thought Frowde, could do better on its (his) own15. “If we do the business ourselves, I am confident we shall be able to make it profitable without sending over Plates or asking Mr. Hart [i.e. the Printing House] to supply quires at the bare cost of paper and presswork.”16 The only reason he seemed to think might argue for American printing was copyright.17 He did not see much risk in the American business (in bad debt, cyclical crises aside) and thus foresaw only relatively modest ongoing capital requirements. His view of the prospects was, in the words of Gell’s successor, “roseate”.18 Firing them immediately was not an option, since the contract had notice terms; and an abrupt rupture might have had bad reputation effects. Instead Frowde resolved to offer revised terms. The most notable was that Nelsons would have to commit to buying £40,000 a year of Oxford product, roughly what Frowde thought they out to be able to be selling at the time.19 The implicit threat (eventually, perhaps unsurprisingly given the tone of the above) was giving notice. Nelson’s cash reserves were presumably thin. They declined; Frowde then did give notice; and he then begin planning on how to take over the agency. This was, as suggested above, not simply a matter of renting premises and putting up a sign. Stock is crucial for sales but even more so in the wholesale book trade is customer relationships. Frowde immediately set about hiring staff away from Nelsons. (He clearly felt the problem lay not in the employees but in the managers.) Frowde wanted travelers but also someone to run the operation. When he found his candidate for the latter post in John In this he intended to displace an agent with actors under the Press’s direct supervision. See Robert Fraser’s chapter in Vol. II. 16 The block quotes and this passage are from Frowde to Gell, August 23, 1895, Untitled Letterbook from Walton Street Archives. 17 Wilkinson to Mifflin Co., Sept. 4, 1895, ibid. (The copyrights were to be in Frowde’s name so that he could easily take legal action if required. He assigned them to the Press. The Assignment document of 20 Aug. 1897 is in OUP/PUB/21/2/4. 18 Cannan to XXX, CITE TO FOLLOW 19 Frowde to Spoffard, Sept. 5, 1895, ibid. Other proposed terms are not without interest, among them that “[a]ll books purchased by Messrs. Nelson at these prices shall be sold by them at an absolute loss, money out of pocket, of not less than ten percent so long as an equal or greater loss is incurred upon the books in question by the Oxford University Press.” 15 10 Armstrong, he offered salary back to the beginning of the year.20 He was making a capital investment. Frowde thought it prudent that Armstrong, and eventually all four of the senior appointees, invest in the enterprise. It is clear from correspondence that at least part of his objective concerned costs: if Armstrong had an interest in the profits, this would, Frowde seems to have hoped, alter the tariff status of deliveries at the New York Customs House.21 Discussion of the proposal in Oxford was more interesting. Gell wanted these sums to stand as security: if irresponsible decisions were made, the senior figures would have something at stake.22 But he wanted to offer a more positive incentive a more positive incentive as well: if the Branch was profitable, these investments would pay a return “in proportion of the profits on the capital of the American Branch: minimum of 4 per cent. to be guaranteed for the first three years”.23 Frowde resisted the security notion, responding that all four individuals, who each had more than twenty years’ experience with Nelson’s, had not had to offer security there and had in that time turned down offers from other American publishers without such requirements. But he—who himself had money in the London operations—did not resist the upside incentives.24 The individuals emerged as shareholders.25 Once it was clear that the branch project would be going forward, Frowde also gave notice to Macmillan’s.26 The separation was basically amicable. Macmillans pointed out that Agreement between Henry Frowde and John Armstrong, 28 Feb. 1896, Walton Street Archives File Folder “New York Constitution,” clause 5. 21 Frowde to Gell, March 3, 1897, OUP/PUB/21/2/1. 22 The £500 in question was characterized as a loan “, shown upon the capital invested in the American Branch[,] to the Delegates, … the loan to be held as a security by the Delegates, and to be repayable by them at any time. Any presumption of Partnership or control on the part of Mr. Armstrong needs to be carefully excluded.” [Gell] to Williams, March 3, 1897, ibid. “It must be made quite certain that the real owners of the New York Branch that is to say, the Delegates, shall always have absolute power either to dismiss the Directors or any other office[r?]s and indeed to put an end altogether to the Company if it pleases them so to do ….” Williams to Gell, 14 July 1897, Markby papers? There is a great deal of evidence that the Delegates worried that New York borrowings might imperil their own resources and credit. See, e.g. Willliams to Guthrie, 24 July, 1897, ibid.?. This showed up in part in struggles over how broad the power of attorney from Frowde to the New York manager should be. Frowde favored more expansive powers, the Delegates less. (The Delegates, of course, won: See Delegates’ Order Book, 3 July, 1896, in which inter alia Armstrong is “forbidden” to overdraw the American bank account, that the bank report the balance monthly to the Delegates, and that the summary of the cash account received from New York by Frowde, weekly initially [see Draft of Memorandum as to the Management of the American Branch of the Delegates’ Bookselling and Publishing Business, Approved by the Delegates 31 July, 1896, Walton Street Archives “New York Constitution” file folder?], should also be reported regularly to the Delegates.) 23 Ibid. 24 Frowde to Gell, March 31, 1897, ibid. He had earlier, in correspondence with the New York principals, raised the possibility of paying them a bonus of 2 ½ percent on any net profits in excess of ten percent of gross sales. See Frowde to Olver, 28 Feb. 1896, OUP/PUB/21/2/4. This was later characterized as a promise, cf. Memorandum of a Conference Between Price, Markby, Gell, Frowde, and Williams, 3 June 1896, Walton Street Archives “New York Constitution” file folder. 25 Minutes of the First Meeting of Directors, 20 Aug. 1897, OUP/PUB/21/2/4. 26 Robert Fraser says in his draft chapter for Volume II of the History that as of 1890 the relationship between Oxford and Macmillan was a “partnership—no longer strictly speaking a formal agency”. There is no footnote indicating in more detail what he means or why he thinks this. (Perhaps he refers to the 1892 episode later on in his text in the Chase Act section at f/n 102.) (He also says “… by the closing decade of the [nineteenth] century Macmillan of New York were looking towards an autonomous future. By now their share in the marketing of the Press’s learned books locally had, as we have already seen, shrunk to less than a third….” I must explore this 20 11 the Oxford stock turned only once a year if that and that they therefore had quite an investment on hand. Oxford should buy it back.27 This was resolved amicably and promptly.28 The tone of the letters is very much that of correspondence among old friends. Frowde was alarmed to learn not long after this agreement that Macmillan was declining to supply Clarendon Press books to one of the largest jobbers in the country, A.C. McClurg of Chicago, prior to the agreed termination date. Macmillan’s was clearly going to compete: the relationship on the ground would, apparently, be different.29 This Oxford New York operation, housed in premises at 93 Fifth Avenue, was originally set up as a subsidiary of the London business, owned by Frowde (who would act as a trustee for the University). Frowde was for obvious reasons concerned to exercise direct control; and this seemed the most straightforward way to do so. Local counsel eventually persuaded him that this arrangement was on balance undesirable. What he gained in control he, or the Press in the event that he should retire or die, might lose in other costs and practical difficulties. They made arguments for incorporating the branch, preferably as a New York corporation but in any case as a corporation proper, wholly-owned by the Press.30 This was accomplished in the following year.31 The Press took the view that the sale of Oxford Bibles and Prayer Books in the United States had become an important part of the Press business overall, and early staffing was oriented around selling Frowde’s Bibles.32 A very modest New York office was supplemented by no less further.) On Gell’s noodling on what the relationship between the firms was in the 80s and 90s, see BL op. cit. up to and at f. 95. See BL op. cit. at 103 for flirtatious advances from Others (in that instance, Putnam’s). See also f. 128. The relationship basically comes to an end at BL op. cit. 167. Last Rites are conducted at f. 173-74 (referring to the Delegates Meeting of April 9, 1897.Note for the eventual footnote to go here that Macmillan seems to have set up its American operations as a New York corporation, with its local manager as a partner. 27 Brett to Gell, March 25, 1897, OUP/PUB/21/2/2. 28 Brett to Gell, April 20, 1897, and Gell to Brett, May 14, 1897, ibid. 29 This was indeed what happened. Armstrong wrote on 27 th July, 1898, that “[i]t is quite evident that Macmillan propose duplicating all our most popular books”. See Cannan to Markby, 17 August, 1898, Markby papers?. Frowde comments in a letter in 1904 (Letterbook 65, p. 22) that Macmillan was hardly importing nay of the books it sold in America but reprinting all their most popularly books locally. He also notes of Longmans that they had recently heavily fined recently for cheating the Customs by “getting their books through at a fifth or a sixth of the published prices”. 30 Seward, Guthrie, and Steele to Frowde, 31 October, 1896, Walton Street Archives “New York Constitution” file folder. They furnished, at Frowde’s request, a second letter of the same date recommending an agency but commented in yet a third letter of that date to their correspondent Freshfields that “so far as we can judge, the University [would be] running an unnecessary risk in having this booksellers publishing business transacted for it by Agents. In the present instance, there may be no objection because the Delegates can repose the utmost confidence in Mr. Frowde; but in the case of his death or illness, the agency might fall into the hands of a reckless, incompetent, or unscrupulous man who might involve the University in very serious liability, for it would be liable as principal for any debt or liabilities which the Agent might incur in the business. All this risk can be avoided by adopting the form of a corporation … and having the profits of the American branch go to the University by way of dividends upon the stock of the new Company.” Frowde agreed, summarizing the case in Frowde to Gell, 17 Nov. 1896, Walton Street Archive “New York Constitution” file folder?; and so it went forward. 31 The Delegates were also concerned about control and the underlying risk and indeed had been from before the idea of a New York Branch really took shape. See e.g. Markby to Wright, July 4, 1891, [Markby Correspondence file, I think—confirm with Thorin.) 32 On the place of the line of business, see the case as submitted to Montague Crackenthorpe and Howard Wright, n.d. but c. 2 Feb. 1897, in Walton Street Archive “New York Constitution” file folder. 12 than ten travelers in 1909.33 Territories covered the entire continent. Sales were sensitive to the state of the national economy—Armstrong writes in 1898 that “[t]he war has only affected local business; thoughout the country, trade is steadily improving, the farmers are getting big prices for grain, and a heavy fall [New York Branch] business will be the natural result.”34 Early sales were not entirely Bibles and the like, however: halfway through 1898, Armstrong’s figures showed that the latter had been just shy of 20 percent of the total to that point.35 Armstrong felt that textbook sales would be even higher if he could have resources to send a traveler to colleges and universities.36 There were limits to what could be accomplished via the mail; and more advertising, while it would be helpful, would not do all that could profitably be done. Armstrong quietly demonstrated that such travelers could do useful market research as well.37 Despite occasional frustrating shipping delays, the operation was successful overall and continued to justify the initial sense of promise.38 Revenues hit Frowde’s £40,000 level by its [second] year. There were profits from 1900. The branch did not, even in those earliest days, confine itself to selling books printed in England. There is evidence of importation in sheets but also, as early as the 1898 American edition of the Revised Version of the Bible, of American printing. The ambitions did not stop with domestic supply (free of trans-Atlantic carriage and customs and apparently still of a high enough quality to leave the value of the Oxford brand name undiluted). Armstrong was by background and current employment chiefly a Bible entrepreneur; and he persuaded a remarkable Kansan to create a new Bible property for the Branch. Mr. Scofield might seem to have had an unusual background for a Biblical scholar. But his later life was more settled and systematic than his earlier; and the indexed Bible he produced was published by New York in 1909 and was a major success. Bibles and related devotional material were not, as observed above, all of New York’s business at this time. But they were, and for some time remained, the heart of it. Nor was non-Bible publishing confined to the traditional British resources. As the London Business was imaginatively expanding its scope, so too did New York. In 1912, Armstrong reported “contracts for more than twenty new books, to be ready this and next year, besides the American Verse which is promised this Fall.”39 The most striking and durable example lay in the medical field. New York commissioned and in 1917 began to publish a looseleaf Oxford Surgery. (An Oxford Medicine followed shortly.) This was in effect a serial of monographs, regularly extended and updated. Physicians and libraries subscribed. The work’s 33 Publishers Weekly, February 27, 1909, p. 929. The number fluctuated slightly from time to time but was still 10 two decades later—see Publishers Weekly, 2 Feb. 1929, p. 520. 34 Ibid. (It may be worth noting that the 1919 American Census of Population coded more than half the population as dwelling in rural [which would be generally agricultural] areas, though it was the last decennial Census to find this.). 35 Armstrong [to Frowde?], June 3, 1898, OUP/PUB/16/2. 36 Armstrong to Frowde, May 10, 1899, ibid. A Delegate visiting New York at the time agreed—see Gerrans to Cannan, Sept. 20, 1900, ibid. 37 Armstrong to Frowde, June 22, 1900, ibid. 38 On the delays, see Armstrong to Frowde, Dec. 7, 1900, OUP/PUB/16/2 (concerning a tardy order of Sohm’s Roman Law). “Columbia College is still waiting for its supply—some of the other Colleges have thrown out the book and substituted another.” He estimated the lost custom at about $500 overall. 39 Armstrong to Frowde, April 16, 1912, GF 19/000100?. 13 authority grew with its length (and high-quality indexing). Its command over what were in effect ongoing revenue flows was a publishers dream. One naturally wonders how this activity was financed. The Branch was originally set up, as Frowde wrote in 1897, “as an integral part of our London business giving it no Capital or Stock of its own but sending supplies of B.B.B. stock on consignment account.”40 This had the merit, from Frowde’s perspective, of placing everything clearly under Frowde’s oversight and control. But it had disadvantages, the most immediately visible one of which was that the New York Customs House authorities, with American manufacturing interests behind them, were basically hostile to goods sent out on consignment to branch houses.41 The goods were subjected to essentially punitive duties then they otherwise might be; and there was agitation to have such shipments entirely excluded in the pending tariff legislation. Placing the business on a separate footing, like the Press’s other principal businesses, giving it its own capital, and having its purchase its supplies outright from London would solve this problem, leaving only duties payable on the invoice prices (at the still not inconsiderable book rate of 25 percent ad valorem).42 But this would not in itself determine where the money came from. In getting the Branch started, goods worth £26,658 and freight and related fees, fittings, furniture, and the like of £12,287 (of which about which two-thirds was for freight, insurance on the shipment, import duties, and Customs House fees) flowed to New York, drawn from a £28,000 loan from the Delegates to the B.B.B. for the purpose and carried on the B.B.B. books as such.43 The question was whether the loan was to remain there until paid off or to be assumed—in whole or in part— by the Delegates. It should perhaps be noted that in this period the Bound Book Business (i.e. Frowde) borrowed money from the Delegates from time to time to meet its own obligations. 44 It was also the case that New York had by this point already made an initial payment of £4,000 on its account. The Committee on Finance of the American Branch decided to recommend to the Delegates that they transfer £10,000 of their loan to the BBB to the credit of the capital of New York, presumably leaving the rest of the Branch’s balance to Frowde and New York to resolve over time. The Committee also recommended “that the American Branch be treated as a Business additional to the five existing Businesses, viz. the Bible Press, the Learned Press, the Wolvercote Mill, the Bound Book Business, the Binding Business, and that its account be kept in 40 Frowde to Gell, 3 March 1897, OUP/PUB/21/2/4. Sometimes this seemed not to be a matter of broad American manufacturing interests so much as one of actual specific competitors. See Frowde to Gell, 24 July, 1896, Walton Street Archives “New York Constitution” file folder?. 42 Frowde to Gell 3 Feb. 1897, ibid. Own capital, and indeed more rather than less, would also be valuable in getting the company better credit and in rights litigation, since “it is frequently of weight with the [American] courts … to be able to show that a substantial sum is invested in the local business, particularly … when seeking to secure injunctions.”Seward, Guthrie, and Steele to Freshfields and Williams, 27 March, 1897, Walton Street Archives “New York Constitution” file folder?. This last was no abstract consideration. In the Court Record for The Chancellors, Masters, and Scholars of the University of Oxford (Complainants) against Wilmore-Andrews Publishing Company (Defendants), 3 Jan. 1899, U.S. Circuit Court, Southern District of New York—the case that eventually established the Press’s position—Samuel C. Andrews, one of the defendants, testified (in answer to Question 112) that “[t]he bibles published in America for the last hundred years, and even longer, have been reprinted from the Oxford bibles published by the University of Oxford. I know of no bible that has ever been published in America wherein the text was not reprinted from editions of Oxford bibles.” 43 See Charles Ogilvy, “Financial Notes Respecting American Branch” enclosed with Cannan to Markby, March 22, 1897 [Markby Correspondence file?] (On the parentheses, see Committee on the Finance of the American Branch, minutes of meeting of March 16, 1897, ibid.) 44 Frowde to Gell, 31 March, 1897, OUP/PUB/21/2/1. 41 14 a similar manner as to Capital, Profit and Loss, etc. and be incorporated annually with the accounts of these Businesses in the general accounts of the Press.” Some distance from Frowde, or at least from his optimism, may be suspected. Armstrong died unexpectedly while on holiday, of a heart attack while in the surf at Beach Haven, New Jersey, in 1915 and was replaced by another of the old Nelson’s hands, William West McIntosh.45 The transition seemed to have been thought unproblematic at the time, McIntosh’s relatively advanced age (61) and modest managerial background notwithstanding. Statistics of early sales and profits are given in Table 1. The branch was, as remarked above, soon profitable the fiscal year twenty years on from the start suggests that Frowde was absolutely correct. Progress was not always entirely straightforward, a four-alarm fire in the overhead floors of the building in 1912, for example, causing nearly $10,000 in damages and a two-week closure, and even a rising trend had dips and the occasional reverse.46 But the fire was an anomaly in the record and so were the minor downturns in sales. As a general matter, revenues blossomed. Book profits grew steadily, 1908 and 1909 aside, and were from 1900 onwards very reliably positive. 45 His obituary is in Publishers Weekly, August 14, 1915, p. 492. Armstrong felt that they had in fact gotten off lightly. See Armstrong to Frowde, 3 May, 1912, GF 19/000100?. (Some real risk management had been very valuable. “The experience of the fire in Nelsons, in Union Square in 1888, 24 years ago, which was almost a parallel case, the upper floors of the building having been burned … and the place flooded by water, taught us a very valuable lesson; so that when we built our shelves we provided for just such an emergency, and left room at the top of all shelves for the firemen to place their waterproof covers. … [T]he … adjusters … say they will recommend that it be put in the regulations of the fire insurance companies … that space … be left at the top … in order to prevent great damage by water.”) 46 15 Table 1 Year ended 31 March 1897 1898 1899 1900 1901 1902 1903 1904 1905 1906 1907 1908 1909 1910 1911 1912 1913 1914 1915 1916 1917 Sales 18,526 41,293 46,892 52,176 55,477 55,972 60,549 64,679 67,065 70,574 80,073 80,368 78,645 92,172 89,529 92,635 95,929 96,441 97,262 106,563 20,592 Stocks 17,362 23,443 28,368 24,216 27,779 23,111 27,481 26,273 28,281 24,530 29,969 34,631 32,483 37,982 42,305 41,397 43,268 40,693 43,258 43,340 20,592 Profit (3,036) (6) 893 1,067 1,791 3,243 3,476 3,792 4,852 8,349 7,333 5,348 7,636 7,280 7,295 7,177 8,509 9,441 14,123 20,592 These figures alone give a distorted view of the relationship between the Press and the Branch, however. The most obvious observation is that sums were deducted as costs which in fact were flows of into the accounts of the Press, in some cases straight to the bottom line.47 In every year, the Press took out in dividends a healthy portion of the profits. 47 There was a category designed to offset UK company taxation but paid even when no such taxes were paid. 16 Table 2 Year ended 31 March 1905 1906 1907 1908 1910 1911 1912 1913 1914 1915 1916 1917 Delegates’ portion of dividends 1,467 2,201 5,355 4,515 5,124 5,088 5,052 4,907 5,773 6,494 9,861 14,755 Trademark expense 216 258 215 294 430 416 417 456 448 675 1,343 2,894 And none of this speaks to the question of pricing. It seems that the books were priced ex London or Oxford just as they would be to any other trade member i.e. with a profit already built in. It seems clear from the foregoing that in this period the view from England was that New York simply represented incremental sales.48 The officials on the spot had certain more ambitious projects. But the focus of the Press and Delegates seems more simply to have been be siphoning off such excess cash flows as they could on a current basis. A Turbulent Decade One year on made quite a difference. Milford had written wrote McIntosh in a cheery tone in the summer of 1917, enclosing the final version of the fiscal year’s financial statements. The Branch had made nearly $100,000. A dividend of 10 percent would be declared and a bonus of a further 85 percent was to nearly deplete the total. “This is a very fine result on which I congratulate you and all your colleagues heartily.” But this did not last. Profits fell by nearly half in the following fiscal year. As of the end of that year, invoices on the New York Branch’s account in London had nearly doubled compared to the level of 1913 and 1914. This was good. But they had risen nearly three times as fast as New York sales had; and what may have appeared as pure opportunity in New York the London end-of-year accounts assumed bore a more ominous look in London. New York had run up a tab as of 31 March 1918 of £72,873. It had been £25,928 the year before, £10,619 the year before that (though, to be fair, £17,551 the “The main object of the Company … will be to act as a Sales Department for its Sister business in England,” Williams to Guthrie, 24 July 1897, Markby papers?, underlining in original. Gell, always competitive had been skeptical (see Gell to Williams, 19 October, 1897, Markby papers?); but Frowde’s supporters had outnumbered his and eventually outlasted him as well, even as they remarked privately (Cannan to Markby, 2 Sept. 1898, Markby Papers) “The Branch is dry and we must send it £3000! It is very explicable, but we shall have to have a Delegate residing in New York if this goes on!” 48 17 year before that). The London Publisher, Milford, noted that in April of 1918 that £43,971 was overdue. This amounted to nearly two-thirds the value of the fiscal year’s invoices to New York. The total tab slightly actually exceeded the year’s invoices. London was at the time hardpressed.49 Milford expressed his concern directly in correspondence with New York. The rise in balances and their level clearly in fact occasioned some alarm in Milford’s mind. It is less clear why Oxford should have cared. Pricing, considered as transfer pricing might have been off; but one did not need to go so far as to fix that. Milford had his current bills to pay; but from New York’s perspective, there were resources of New York origin with which to pay them. Business was cyclical. So too were profits. London and Oxford had, as noted above, siphoned cash out of New York when times were good and they had, one way or another, disposed of the money. There were no balances in the UK now in New York’s name; and New York had, as a matter of shareholder policy, no reserve funds of its own. But now times had become not so good. New York no longer had the money to pay in advance of final sale. Where was the money, London cried. Already banked in the UK was the answer. The accounting anomaly had real consequences. The convention was, in practical terms, to charge New York interest on the negative balances. But the sum in question was now large; and the burden on New York’s operations going forward may have seemed non-trivial. A financial reorganization took place trebling the capital stock. The UK shareholders took the bulk of the new shares (the New York shareholders were not diluted), these amounting to $60,000 in toto.50 Preferred stock paying 6 percent interest made up the rest (and the bulk of it).51 In exchange, the indebtedness was released.52 This reorganization was perfectly genuinely called a reorganization vis a vis the balance sheets of the operating units. It didn’t have any net effect on the overall organization beyond the cash-flow consequences on New York.53 Curiously, given that, a great deal of time and external advisors’ energy was involved in finalizing the details. This was to a substantial extent a consequence of World War I, in particular, the means adopted by governments to pay its expenses. A central element of the American approach was to establish w so-called “excess profits tax”. The full-blown version of this, which in its earliest appearance was a tax on munitions manufacturers, was a broadly-based tax on business corporations. The name suggests the tax was to be levied on dollar profits above Milford to McIntosh, 17 Oct., 1919, Cary Archive, “JB Office—Private” folder. On the New York shareholders, see Cravath and Henderson to McIntosh, 17 April, 1918, Cary Archive, “Royalty Storage Room,” metal box. 51 For the details, see Cravath and Henderson to Milford, 20 May, 1918, Walton Street Archives, “New York 18971972” box, file “NYB Special Notes 1918”. 52 See the release of indebtedness instrument included with Milford to Cravath and Henderson, 27 June, 1918, Walton Street Archives, “New York 1897-1972” box, file “NYB Special Notes 1918”., 53 Milford did raise the services fees charged by London to New York, claiming that “we have never really put things on a thoroughly commercial footing since the early days of the Branch when you were treated as a favorite son and let off very lightly.” He also raised all the shareholders’ salaries., remarking that “[t]he American shareholders financial position is evidently not so favorable, through no fault of ours or theirs, as it was twelve months ago, and it is very far from my wish that in these times of hard work and high pressure they should suffer more than is the inevitable lot of us all.” Milford to McIntosh, 22 May, 1918, Cary Archive, “Royalty Storage Room,” metal box. 49 50 18 a certain level. But as it was implemented, it was a tax on the return on invested capital relative to those reported in the 1913-1915 period (or imputed as required). This meant that capitalizing the debt to London would have tax consequences and benefits would have to be weighed against costs. This might seem from the correspondence to be a new beginning. From the perspective of cash flows available in New York i.e. for whatever purposes, this was not entirely true. The whole structure of fees and related transfers remained intact. Oxford in effect wanted fast steeplechase times and moved the starting line forward a bit. But it kept its runners’ shoes surreptitiously heavy, and how much of an effect this might have would depend upon how many jumps there were ahead and how high and long they were. The American macro-economy in the immediate aftermath of this reorganization was not helpful. America’s participation in the war had been short, but the post-war inflation was nonetheless sharp, with all the problems inflation usually brings to operating businesses. After the inflation came a crisis. It was small by historic standards (and quite small by the standards of what was coming) but large enough to produce a cyclical downturn in 1921. This was hard on New York sales and profits for different, if ordinary, sorts of reasons. In 1919, New York operations barely scraped a profit at all. Fiscal year 1920 was at least in nominal terms much more successful, indeed the most successful year to date; and 1921 was the third-best and not much worse. But the first break in the long run of annual profits then appeared: fiscal 1922 and 1923 were years of substantial losses. London’s profits had been out of synch for some time and Milford had been complaining again, increasingly vociferously, about the low level of settlement and remittances.54 Thereafter, however, the ‘twenties seemed to begin to roar for the Press. The branch reported middling profits in 1924 and relatively generous ones, as third again as high, in 1925. The glass-half-empty view would have been volatility if not cyclicality; but it was possible to read the figures as emergence from a time of troubles back to a solidly profitable norm. Certainly the Branch behaved as of the latter was true: for example, there was market research correspondence back to Milford discussing in ambitious detail possible new titles.55 The twenties’ roar seemed to turn into a whimper in the financial statements abruptly in the course of 1926 and the whimper to tears and the beginnings of quiet sobbing by the following year. There had been some prefiguration, in particular a letter from a young Englishman sent out by Milford complaining about executive incapacity and general under-management, a lack of sufficiently effective marketing, a shocking degree of ignorance of the scope of the Press’s 54 See e.g.. Milford to McIntosh, 21 Jan., 1921, and 3 June, 1921 (two), Milford to Brown, 11 July, 1921, Milford to McIntosh, 29 Nov., 1921, all Cary Archive, “JB Office—Private” folder. In 1921, Milford wrote, New York was London’s principal creditor. He writes sometimes with a relatively gentle urgency (in the letter of November 21, “An overdue debt of some £100,000 cannot be borne for long, even by a large institution like this ….”) and sometimes more fiercely (on July 11, “[t]he position becomes increasingly serious here every week. … If we were an ordinary trade creditor, you would have been in the bankruptcy court by now …”). He urged borrowing in New York (letter of January 21) and when New York hinted that it would like a little of the proceeds cabled. “Absolutely counting on your remitting whole proceeds loan immediately.” Cable Milford to NY, 16 March, 1921, Walton Street Archives, “New York 1897-1972” box, file “NYB Special Notes 1918 55 See e.g. “Intelligent Suggestions By School & College Teachers”, enclosed with Valentine to Milford, 4 March, 1926, Walton Street Archive Strong Room “New York Branch—Officers—1901-1970” file. 19 product line in the retail trade and among university professors in New York and Philadelphia, the two largest and wealthiest cities in the country at the time, and the like.56 Sterling (i.e. remittable) profits fell by half from 1926 to 1927. The books for 1927 showed a loss almost as largest as the largest annual profits to date. 1928 was not developing well either. This was increasingly keenly felt in London. Even in 1926, Milford was hard pressed for cash.57 The debts to London were also, again, mounting.58 Overall, the situation seemed grave when viewed in the UK and the staff in New York old and perhaps set in their ways. (McIntosh was by this point 73.) A visitation seemed to be in order. Frowde’s sucessor Milford and the Secretary, Chapman, came, trailing Geoffrey Cumberlege. They left Cumberlege when they departed. The gathering troubles had been masked by the great success of a single publication, Cushing’s Life of Sir William Osler in 1926. They were perhaps also masked by the absence of any very disaggregated information flow to the UK and indeed accounting systems which apparently did not generate such information even for consideration in New York. The powers of the accountant Brown who features as an able official in correspondence at the time of the 1919 reorganization seem by the mid-twenties to have run their course.59 Product-level profitand-loss statements surely would have made the realities accessible. But the information was not to hand. Even in 1928, the Branch learned the key Bible trade was generally depressed from “[r]eports from trade journals, our travelers, & other sources.”60 Cumberlege was an anomalous figure in the history to this point. Unlike the English managers, he was neither a clever but previously under-engaged ex-don nor a prize-winning student such as Milford (a scholarship holder at Winchester and New College, a double first in the demanding school of Literae Humanores, etc.) Cumberlege had attended a relatively humble college and had attained only a third-class degree. But he was an Oxford man; he had had quite a good war (promoted, twice decorated for bravery, and three times mentioned in dispatches); and the Army clearly thought him an individual with leadership qualities, promoting him repeatedly from his first commission up to Brigade Major.61 The Press took him on when he was demobilized and quickly began to make use of these. The operations in India were drifting and listless. Mere months after he began work, Captain Cumberlege was sent out fix them and soon began to set them right. Seven years later he was, in effect, summoned to New York and set to work there. Valentine to Milford, 3 April, 1926, . Walton Street Archive Strong Room “New York Branch—Officers—19011970” file. 57 Milford wrote to Chapman, the then Secretary to the Delegates, that he was forced to borrow £5,000 in London. “He had previously written to New York begging funds and had received only £500 by cable in response. “I have written—but not yet sent—a letter to Mac expressing some of my feelings. I do well to be angry, I think you will agree. A man with a spark of vision or imagination would have scraped up £5000 somehow—he could easily have postponed a few trade payments.” Milford to Chapman, 10 May, 1926, Walton Street Archive Strong Room “New York Branch—Officers—1901-1970” file 58 See Price, Waterhouse (NY) to Brown, 9 March, 1927, Walton Street Archives, “New York 1897-1972” box, file “NYB Special Notes 1918”. 59 He was dismissed, gently and with a comfortable bonus for long service, in 1928. See Milford to Brown, 3 Feb., 1928, Walton Street Archive Strong Room “New York Branch—Officers—1901-1970” file. 60 Cumberlege to Milford, 10 Feb., 1928, Walton Street Archive Strong Room “New York Branch—Officers— 1901-1970” file. 61 Publishers Weekly, 29 Sept., 1945, p. 1558. 56 20 The intuition in Oxford was that the situation called for drastic retrenchment. The Secretary, Chapman, saw “no course but for C. to lighten his debt[,] cut all avoidable expenses, [curtail] his advertising drastically for say 6 months … and [postpone] any additions to staff.”62 Cumberlege was at first of course most urgently occupied with defensive measures.63 He cut compensation. He edged out some senior figures and in effect replaced them with younger and cheaper men. Others he simply fired. He also spent less on advertising, though there too there were limits to what he felt he could do. But Cumberlege’s taking charge had a positive aspect as well. He drew a sharp distinction between productive and non-productive expenditure.64 He claimed to be not wasteful but very stubborn about maintaining the former. (This showed up even in the employment totals.) Table 3 Year 1925 1926 1927 1928 1929 NYB Employment 101 109 120 118 123 He wrote to Oxford picturesquely but more importantly attempting to buy time and perhaps more. … I am economizing. The rising debt is horrible & as I said, my economies are mere scratching with a toothpick. I can’t see us ‘breaking even or making a modest profit’ for another three years. … The accounts shed very little light on the 1927 catastrophe—the combination of circumstances, move, catalogue, music, and general megalomania. I can’t see how we can get right without the money to lay healthy foundations of what I feel must, as in other countries, be the justification for this large organization, an Educational Department publishing from existing material books designed to fit this market. To me it seems now as though we must go forward along these lines or shrink to our humble depository.” Notes by Chapman, perhaps to Milford, 26 Jan. 1928, Walton Street Archive Strong Room “New York Branch— Officers—1901-1970” file. 63 Cumberlege to Milford, 10 Feb. 1928, Walton Street Archive Strong Room “New York Branch—Officers—19011970” file. 64 For a later but very clear statement, see Cumberlege to Milford, 11 May, 1932, Walton Street Archive Strong Room “New York Branch—Officers—1901-1970” file. 62 21 This did find some receptive ears among the Delegates. One wrote to Chapman that “[s]hutting fown seems to me only conceivable if a particular branch showed no profit for, say, 4 years.”65 But even that individual felt that What is behind some of our doubts is the question—is all the overseas branches are doing the proper business of the University? I suppose branches justify themselves in so far as 1) they spread light and learning, 2) provide profits to finance unremunerative [i.e. scholarly] books at home. … A critic might contend that NY or Bombay are primarily … selling text-books and showing little or no profit the game isn’t worth the candle. Cumberlege’s measures in the late ‘twenties were painful but apparently successful. A buoyant external economy cannot have hurt. The sterling loss for fiscal 1929 was down by twothirds from 1928 and only about one-fifth of the 1927 nadir. Dollar operating profits net of the trademark transfers and the like were actually comfortably positive, nearly 2.6 percent of sales. Even measured gross of such transfers, the situation was still not bad. The branch had gone from a loss of $42,546 the previous year $3312 into the black. There was twice as much cash on hand and in the bank. Bad debt recovery continued and accounts receivable were down. The branch was still losing quite a lot of money (nearly forty percent of sales) on its modest Music business and its loss was widening on its relatively small Medical Department.(13.4 percent, up from 5.5 the preceding year). But these together amounted to less than 15 percent of the business in 1929. Bibles were 42 percent and in profit (albeit, at 1.5 percent on sales, at only about half the rate of the previous year) and the Clarendon Press Department, at 44 percent, was solidly so (5.2 percent, down only a little from 5.4) The accounts seemed to be improving, indebtedness to London notwithstanding, and the New York business seemed in the main to be moving forward. Table 4 Year 1930 1931 1932 1933 1934 NYB Employment 134 106 101 83 88 Indeed, viewed from the end of Fiscal Year 1929, the decade of the twenties had been volatile but on balance rewarding. Milford himself, after noting the very large (and in his mind apparently almost entirely incremental) sales of British product for which New York had been responsible to date, summarized the recent period thusly. Liddell to Chapman, February 18, 1928, Walton Street Archive Strong Room “New York Branch—Officers— 1901-1970” file. 65 22 Even if we take the last eight years (1922-1929) during which the Branch has not been so prosperous, and we have all been anxious about it, it has not done so very badly. During those eight years (I begin with 1922 because that was the year of the first post-war slump, and the first year for many years when the Branch did not pay any dividend) the Branch has paid the Delegates £26,003 in dividends and £41,255 in Trade Name Expense; has paid the London Business over £600,000 for goods, £27,365 for interest, and £12,095 for services rendered. I think therefore that the Branch has thoroughly justified its existence so far, from a financial point of view. From a broader point of view, it has certainly assisted in the far wider diffusion of Oxford books in the United States of America than would have been possible by any other means. All we owed in the United States as of 31 March 1929 was £17,684 and £4,804 to certain employees of the Branch for their share of the capital. There is therefore no danger to the Press from the Branch, except that if the Branch were wound up, they might not be able to pay the London Business (i.e. the Delegates as represented by their publisher) for the amount which they owed it for books supplied at 31 March 1930. They would certainly be able to pay back the Delegates’ capital of £52,782 at par.66 Unfortunately, the OUP fiscal year ended on March 31. The summer and early autumn were not bad; and these were always relatively slack seasons. There were grounds for considerable hope going into the fall and the final quarter of the calendar year. But then trouble really hit. The Crash and Depression Times The collapse in the American economy from October of 1929 hit the entire retail sector hard, the book trade and the Oxford University Press not excepted. The facts at the New York Branch were brutal; and as time went on for the first few years, they got only worse and worse. Branch sales in FY 1930 were actually up slightly from the preceding year. (Perhaps books of the sort Oxford sold made good Christmas presents that year, for one reason or another.) But then the decline began: from just shy of a million and a half down to $1.2m the next year to less than $900,000 the year after that. In the trough year of 1933, net sales were $653,721, a decrease of nearly 55 percent from peak. In not one of these years was there a net profit. The development of profits, as the years passed, was even more alarming than that of sales. The small operating profit of 1929 melted into a substantial loss in 1930. The loss roughly doubled in 1932. Profits were down another 15 percent in 1933 and another 3 percent more in 1934. The losses as a percentage of sales grew large, 10.5 percent at its height. Even Memorandum, Milford to Chapman, 27 June, 1930, Walton Street Archives GF 6/31 (“General Fund—New York Reorganization”). 66 23 Bibles lost money in 1932 and 1933, with the loss as a percentage of sales reaching above 7 percent. (The Bible advertising budget had been cut by a third and that surely had not helped.) The peak-to-trough reversal in overall dollar profits to this point was not as extreme as is had been in the mid-twenties. But it was much more sustained; and the economy surrounding the Branch was much more grim. There was, as managers and their overseers peered out into the markets and beyond, looking for hints of prospective demand, much less grounds for hope of change. To understand the decision-making, it is important to see the situation beyond the numbers. A Publishers Weekly editorial catches the spirits in the book trade well.”Nineteen thirty-two has been the worst year that American business has ever recorded. When the year began we thought that we had been suffering from a depression, but we now class 1930 and 1931 as comparatively bounteous years.”67 Cumberlege wrote Throughout the country there has been such bankruptcy among municipalities as there has never been before. New York City has had the greatest difficulty in raising the funds to meet its payroll. Chicago, Detroit, and Philadelphia are all virtually bankrupt. Wheat is selling cheaper than sawdust. Cotton, too, is at the lowest point in history. Coffee has been burned in bonfires and has been used as fuel in furnaces. It is in such a world that we are trying to sell books. A world where over twelve millions of unemployed are being kept alive by charity and where everyone lives in fear. Those who are employed are always haunted by the thought that they will be the next to go. The unemployed are in fear that they won’t get another meal. The rich fear revolution.68 The general situation was, at least in the short run, profoundly discouraging. The situation specific to the Press’s trade was not much better. Educational Department sales, for example, were down by a third. Enrollments overall were down. Professors would not adopt new editions where old ones would do. Students were living in part off funds budgeted for books. Unsurprisingly given these last two, the second-hand market for textbooks was booming. There was even edition piracy of ex-copyright texts such as the Oxford texts of poets like Keats and Shelley. In other lines, department stores such as Macy’s were selling popular titles as loss leaders, leading—it was thought—to widespread bankruptcies of New York area bookstores. Brentano’s, the leading national chain, “is almost finished.” 69 It was a time of very great difficulty. Another recapitalization was required. The issues were past losses, the future of the socalled trademark expense cash flows, and providing the New York operations with adequate ”Where We Stand”, Enclosed in OS/I/3/1-2 with Memorandum from Cumberlege, 23 Jan., 1933. Memorandum from Cumberlege, 23 Jan., 1933, OS/I/3/1-2. 69 Ibid. (Brentano’s did indeed go broke not long thereafter.) 67 68 24 capital for carrying on the business going forward.70 Nicholas Waterhouse, the OUP’s senior point of contact with their London accountants, felt that the latter needed to roughly treble. This last would not be a cash flow but rather yet another settlement of accounts with London.71 The remaining private shareholders, really relics of a bygone era at this point, were bought out at par (a possibility long-envisaged). The old corporation was wound up and New York operations were re-incorporated, in part so as to avoid having to raise questions about the tax status of interest and trademark expense charged as costs against the Branch’s gross profits in earlier tax returns.72 Cumberlege had also suggested that New York buy from London on a cash basis or three-month account only. This may have been partly to escape the psychological burden on New York of laboring under the shadow of past debts. Waterhouse observed that it “would check the tendency of the branch to order goods which may not be required and tend to keep the stocks within measurable limits.” Given the discussions and actions of the preceding decade, these developments naturally led officers and the Delegates to consider their position vis a vis New York operations. There were competing views. All seem still framed on the old terms. Some saw the declines in revenue and the fixed costs. They wanted either quite radical retrenchment or outright exit: going back to the model of an agency, perhaps even a London-based agency, to service such American trade as there might be. The Oxford defenders of New York were mainly just more equable. This was a bad down cycle but nonetheless just a cycle. The country was large and growing; and it was fundamentally strong. Profitable conditions would return. The second group had the upper hand. But as they saw it, New York’s was just a waiting game. They did see this waiting game as one with upside. Chapman wrote Difficult and embarrassing as the situation in New York is, in these hard times, I am clearer than I have ever been that we ought to go on. I am impressed by the growth of Oxford-American “contacts”. The recent publication of a one-volume “text-book” edition of Morison’s “Oxford” History of the USA may make a new era. That book may not sell by tens of thousands; but such a book, if it does hit the market, means something really big. The Rhodes connection, resulting in the publication by us, in America, of Dr. Flexner’s book, which will be “front-page news,” is another opening. A third is the Eastman professorship (Professor Lowes has offered us a book—English rights only, as it happens, because he is already engaged in USA). There will be more and more of this kind of give-and-take, and I see in it great Waterhouse to Milford, 9 July, 1930, Walton Street Archives, “New York 1897-1972” box, file “NYB Special Notes 1918”. 71 Chapman commented in correspondence that “[t]he present accounts don’t show the real state of affairs because they do not show the real amount of the Delegates’ investment. This is unfair to New York.” He added that the trademark payments in particular were “burdensome and discouraging to the Branch when it is suffering under difficulties the cause of which lies deeper than in any mere financial arrangements.” Chapman to ?, 6 Feb., 1931, Walton Street Archives, “New York 1897-1972” box, file “NYB Special Notes 1918”. 72 Waterhouse document, 23 Jan., 1931, Walton Street Archives, “New York 1897-1972” box, file “NYB Special Notes 1918”, relying on Price, Waterhouse, & Co. (NY) to Price, Waterhouse & Co. (London), 8 Aug. 1930, GF 6/31. The formal incorporation of Oxford University Press, New York was filed on 31 March 1931 i.e. at the end of the fiscal year. The certificate of incorporation is in GF 6/31. 70 25 possibilities. To withdraw from active publication in New York (at a time when Cambridge is taking steps to improve its position there— Macmillan Co. have opened a “Cambridge Department”) would strike our American friends as a retrograde step, and would gravely embarrass our relations with English authors who look to America for a substantial part of their sales.73 Cumberlege, on his part, fought with passion and, perhaps more importantly, with skill and insider’s command of the facts. He fought on two fronts. In New York, the fighting continued along what were by then painfully familiar lines. Some departments were consolidated. The logic determining staff remained but the scale increased dramatically. He felt very cautious about the fate to which he might be abandoning colleagues. Instead, departmentalization considerations aside, there were broad-based cuts in compensation amounting by 1933 to around 20 percent.74 Operations were hauled back in as much as could be stood. Inventories were repeatedly considered and written down. Facts were faced. Bad debts declined and recoveries increased. London protected itself and the New York Branch’s debts to it declined steadily if they did not disappear. But the losses were still losses to the Press overall. The question was what to make of them: only from that could flow a considered notion of what to do. Cumberlege mobilized vivid visual images. … . The Branch’s history in the last six years may be likened to a [hot-air] balloon. After a long period of fair weather, in 1926/27 it came near to crashing. The next year the craft was lightened considerably, and we were out of danger, as we thought. The following year when all seemed well we ere struck by the sudden and violent storm of depression. It started in October, 1929. Since then the history of the voyage has been one of throwing the sand of expense overboard while the balloon sails gently down into the danger zone.75 But he relied on basic business logic. The branch did not pose any great danger, he claimed. It must be understood that the Branch pays all its bills promptly and earns all the discount it can as a reward for its promptness; and it also [now] has a large balance standing to its credit with the London business, the result of remitting more money than it owes for the goods it has purchased. That balance now stands at nearly £40,000. …. It is also understood that the Branch is of real value to the whole business, and that value ought to be examined and estimated. ….America must rise from its depression and while the Branch will 73 Chapman Memorandum for Finance Committee, drafted 25 Nov., 1930, GF 6/31 (underlining in original). See Cumberlege to Chapman, 23 Sept., 1930, Walton Street Strong Room, NY Branch Staff—Officers-19011970” file: “I am cutting all salaries 5% from the office boy to me.”, also Cumberlege to Milford, 26 Jan., 1933, and 15 Feb., 1933, both Walton Street Archive OS/I/3/1-2. 75 “The American Branch in Brief”, May 1933, OS/I/3/1-2. 74 26 lag, it will nevertheless follow the upward move. As at present constituted, it will be in a good position to take advantage and to make profits or break even at least when the turn comes. Our stocks are low and are priced low. So long as the Branch continues as it is now, calling on nobody for money and paying its bills, it is, I believe, profitable to the parent. He proposed alternative courses of action if he was not to be allowed to proceed as he preferred. But there was no doubt what the man on the spot thought the best course would be. The Assistant Secretary in Oxford, the future Secretary Kenneth Sisam, had become a chief nay-sayer. He had watched the worsening results and listened to the worried discussions in Finance Committee and amongst the Delegates more broadly. He had himself become worried and feared, increasingly, dithering. He waged his war by memo.76 His posture was consistently skeptical, his suggestions ever more depressed. In terms of concrete proposals, for example, he favored making New York into something like a mere depot and having the Press buy an export house.77 Cumberlege replied point by point and gave no quarter. He began by observing that “Oxford and London [have] always wanted, I suppose, a profit at both ends and it is seldom possible to achieve that these days. For nobody who has any experience in publishing and manufacturing can pretend that England has not been selling to America at a profit—sometimes considerable.” He warmed to his theme. For six years America shows a loss; how much that is real or imagined can only be decided in England. There should be known what profit is made out of America. Roughly, this can be examined under the headings: a. Prices charged to America v. cost, n.b. Sisam Statement that extra copies for America cost a negligible amount to produce. b. 10% taxation on [Clarendon Press] goods handled by London c. Services rendered by America for England d. Written off stock for which America has assumed the loss and which otherwise would have been London’s Bearing these in mind, consider the situation you would have to face if there was no American branch. … I doubt whether 5% of your publications could be placed; those that would be sold by you in editions of 250 and 500 sheets f&c at prices that would make you shudder. … With luck you might get for sheets one-third the published price. … The cost of hawking these books round would be huge. …. “I go back on nothing of what I have said [quoted in this chapter in extenso below] about the usefulness of N.Y. to the whole business. But I don’t think it can go on as at present.” his memo of early 1933 began. 7777 Sisam to Milford, 3 April, 1933, OS/I/3/1-2. 76 27 He continues in this vein. They would have to cope with the expense of review copies and precious few reviews. All the educational sales, which he estimated at half the Clarendon Press sales, would go: “No Professor is going to adopt a book whose home is 3 to 6000 miles from his University.” They would almost entirely lose the Christian Science, Bible, and India paper business. And so on. In sum, Oxford must establish reasonably what the true loss is and can then discuss the pro’s and con’s of the proposals to drastically reduce operations or even merge with another publisher. Neither was, in his view, the best way of proceeding. Cumberlege seemed, even on Sisam’s view of the question, to have the better answers. But Cumberlege’s arguments went interestingly beyond Sisam’s framing of the questions. He made three major points. The first was, as shown above and at last, to raise the transfer pricing question. How seriously could the simple fact of losses in America be taken when the UK operations had already taken their profits out of the transaction at least once before the goods had even arrived in America? He disputed Sisam’s scenarios—who can tell at this remove which were the more credible, though Cumberlege certainly by that point had superior knowledge of the local clientele—and made quite plausible assertions about which expenses might safely be trimmed and which would do irreversible damage. This led to his most powerful riposte, his deepest argument. He in effect argued about option value. Cumberlege made clearly and at length the point that even simply selling books at the maximal possible level required investment in facilities, knowledge, and trade maintenance.78 Taking full advantage of the reputation value of the OUP’s reputation, he says, required more. With proper editorial supervision, there was no more need to confine themselves to British authors and British-commissioned works.79 There were increasing numbers of American academics who could produce texts of the requisite standard; and American authors and editors were far better placed to understand the needs of the American market. The real opportunity of America, with all its size and growth in prospect, did not lie in hand-me-down products. There was a great business to be had and it could be distinctively their business; but they would have to build it. These might not be times for great plans. But they were times for laying foundations, not destroying them. And even Sisam had taken this point early on. He had written in 1930 After a site visit With the Bible [sales] still falling off, the Branch must not only economize on present operations, but seek new sources of income. The most desirable—even essential—is the building up of a series of advanced educational books written by Americans and produced in America. Only by this means can the close relation with the teaching staff in universities and colleges be formed and maintained; and only by means of a solid core of books that sell in quantity can the Clarendon Press [i.e. scholarly] books be carried economically. The policy of expansion in this direction involves expenditure. Its good results would not be visible in the first few years, because the return from educational books is slow. Nor would it have been successful 78 The number of travelers in 1935 was up to 12. See Publishers Weekly, 20 Jan., 1935, p. 427. For an earlier version of the value of additional editorial staff, see Cumberlege to Milford, 11 May, 1932, Walton Street Archive Strong Room “New York Branch—Officers—1901-1970” file. 79 28 under the old administration [i.e. the ex-Nelson’s men], which was not adapted for selecting books. …. I feel sure that mere economizing is not enough. There must be more naturalization of the business in America, and its prospects depend very much upon its becoming a publishing business there. …. Nothing suggests that the immediate prospect is bright—rather it is a time for strong nerves. Reorganization of the branch would have been necessary even in normal times; but it was sheer bad luck for Cumberlege to run at once into a disastrous and long-lasting trade depression. I cannot see that profits should be expected—even with all fair adjustments—in less than five years. The processes of healthy recovery are very slow, and it would be an error to encourage New York to make the best immediate showing without regard to sound building up. But a concentration of effort in putting the Branch on a sound footing—especially now that so much has been done—should be a good investment for the future.80 Cumberlege won in the Finance Committee. Chapman reported that he and Milford accepted Cumberlege’s general view. …. We are clear that while the disastrous conditions prevailing during most of his time in New York have compelled him to cut down expenses drastically and so to restrict enterprise, he has at the same time greatly improved the efficiency of the Branch and equipped it to take advantage of any return of prosperity.81 His subsequent efforts came out well enough. He succeeded in making investments. There were notable productions, including the first edition of Morison’s and Commager’s Growth of the American Republic, whose seventh edition appeared nearly fifty years after its first, and Lawrence’s translation of the Odyssey, the Press’s first entry onto American bestseller lists.82 Sir Paul Harvey’s Oxford Companion to American Literature and the Shorter Oxford English Dictionary also held promise. The losses fell sharply from 1933 to 1934. The Branch turned a small profit in 1935 and one three times as large in 1937. One set of investments in particular bears more extensive discussion. Cumberlege had, as noted above, become convinced that the only hope for major sales growth lay in domestic publishing oriented towards domestic needs and wants—particularly from the secondary and tertiary educational institutions which existed in great numbers—and sourced from domestic authors. He took advice from his longtime author Henry Steele Commager and increasingly felt he needed staff. After a long and elaborate courtship, he hired as General Editor and Education Manager Howard Lowry, a senior Midwestern English professor who would, after leaving the 80 Memorandum of Sisam of 4 Nov., 1930. FC Minutes, 19 May, 1933. 82 See Cumberlege’s Memorandum of 23 January, 1933. The book “was one of the four leading sellers in the country between November 25th, the day it was published, and Christmas. We sold 9000 copies in that one month ….” 81 29 Press, go on to appointments at Yale and Princeton.83 Lowry’s brief was to develop a list in American history and literature. He devoted himself to this task, as did his successors, gusto and enterprise. Soon there was a College Department to institutionalize the efforts. Cumberlege also worked, in a critical fashion, on overheads. Even with domesticallysourced and manufactured works, these were at once the source and the impediment to profits. They were in fact a problem for the whole of the New York publishing industry. He entered into discussions with Longmans over how they might share certain common costs. The first proposal struck the Delegates as giving away too much authority. A revised version was more clearly a matter of sharing service and sales functions along with Manhattan groundrents. Longmans were natural partners given the two firms’ product lines; but the motives were widespread. Doubleday approached him during the period as well.84 In the end, a contract for a five-year alliance with Longmans was drafted by the end of calendar year 1933 and after due consultation in due course signed.85 As all these efforts proceeded, management tools improved. The accounts became more illuminating and, thereby, useful. The 1935 accounts began to break out data by sources (London and domestic among them). From 1937, the detail and extent of analysis grew much more extensively. There was explicit, if terse, commentary for the first time. There were for the first time tables giving the sources and uses of funds and ten-year retrospectives on profit-andloss accounts. There are less extended profit-and-loss histories on a departmental basis. There is detailed analysis of advertising expenditure. Overheads are broken down by category and by product line. Expenses are broken down into Salaries, Fixed, and Controllable. The terms may not be entirely apt but the impulse is unmistakable. There had been a formal change as well. Prompted less by any economic logic of New York’s debts to London than by Cumberlege’s sense that managing New York and New York’s bankers would be easier if its relations to London were rationalized, the New York branch was reorganized as a New York corporation in 1936. External events were mostly favorable from 1933 onwards and by the springtime of 1936 were positively helpful. The first recovery doubtless buoyed up general sales. NRA codes threatened cost burdens; but the courts made short work of them. Even sales to public libraries began to return. The second dip of the economy in 1938, when the Roosevelt Administration lost its economic policy nerve, was not so helpful. Net profits dropped precipitously and there was a final loss in Fiscal 1939. They were in the black again the following year. The substantial debts to London of the beginning of the decade had been turned to surpluses. These were run down to get the account onto something more like a current basis. . Sales actually held up rather well. They were up every year on the predecessor from the trough through the ending of the ‘thirties. Bible sales were a large part of this. The success of the Book-of-the-Month Club in this period dispels any sense that there was no demand for On Lowry, see Cumberlege to Milford 31 July 1934, in the Walton Street Archive Strong Room “New York Branch—Officers—1901-1970”. 84 See Gundy to Milford, 19 June, 1933, OS/I/3/1-2. 85 The original is “Agreement between OUP NY and Longmans, December 29, 1933, in OS/I/3/1-2. 83 30 traditional leisure reading. But given the ongoing difficulty of the times, the Bible may also have been a comfort. Certainly it pulled the Branch through. Cumberlege had not wanted to stay in New York any longer than necessary; and he left once he felt the Branch’s own crisis had past. After much casting about and a growing sense in London and Oxford than an Englishman was required en poste, Paul Willert, the son of Sir Arthur Willert (the Times correspondent in Washington 1916-1918) and a product of Eton, Oxford, and stints with Ullstein, Hachette, and three years in production and editorial departments in Heinemann’s, was sent out, officially as an assistant to Cumberlege, to act officially as an assistant to Cumberlege and, increasingly obviously, as an understudy.86 With the suicide in Bermuda the previous springtime of the distraught Secretary and Treasurer, the old hand (and, indeed, old Nelson’s hand) William Roehrich, having someone the English felt confident was sound on site seemed increasingly important.87 In 1936, Cumberlege went to Amen House in London as assistant (and understudy himself) to Milford.88 Willert took his place. Willert went to war in 1939 leaving the Treasurer and in due course General Manager, Henry Walck, who had been appointed in 1937 after previously working at Prentice-Hall and before than Putnam’s, to act in his stead for the duration. The letter from Willert to Walck announcing this has a curious leaving-the-nursery flavor to it, beginning that he had snatched a day off “from the slums of London where my regiment is temporarily quartered,” observing that “[t]here is no telling how long this war will last,” going on to remark that instructions were probably not necessary but that “a few words concerning the policy that the Branch should adopt during the war” might be helpful,” and coming to an emotional climax saying “During that time you will have to regard yourself as independent and in collaboration with the other heads of departments you will have to run the Branch entirely on your own. Of your ability to do this I have never had any doubt and you will remember we discussed this possibility before I left in July.”89 He had commented to one of those department heads the same day that “You might question the wisdom of putting an accountant in charge of a publishing house.”90 Walck had strengths as well as weaknesses. Time, and circumstances, would tell. By 1939, trading was getting better once again. Neither the Branch nor Longmans were enthusiastic about continuing the alliance. It had served a useful purpose in its time; but Oxford’s private costings now made it seem at best a matter of indifference and more likely an impediment to profit. Oxford gave the requisite six months’ notice in August; and with that the Branch took full control of its fortunes once again.91 At the end of the ‘thirties net sales were up almost back to the level of 1929 and nearly to that of the full boom 1928. Profits must have looked shaky; and the three-year trend was 86 Publishers Weekly, 10 October, 1936, p. 1508, and Milford to Chapman, 4 April, 1926, Walton Street Archive Strong Room “New York Branch—Officers—1901-1970” file. 87 Cable Cumberlege to Milford, 4 May, 1934, Walton Street Archive Strong Room “New York Branch—Officers— 1901-1970” file. 88 See Cumberlege to Milford, 10 May, 1936, OS/I/3/1-2. 89 Willert to Walck 10 Sept., 1939, OS/I/3/1-2. 90 Willert to Vaudrin, 10 Sept., 1939, OS/I/3/1-2. 91 The calculation is given in Walck to Willert, 6, March, 1939, and the notice in Milford to Mills, 3 August, 1939. Longman’s gracious reply is Mills to Milford, 11 August, 1939. All are in OS/I/3/1-2. 31 declining. But the loss that year was small. Perhaps it seemed that things would either get much worse or start to get better once again. In the summer of 1939, this may have been a common view. Wartime and the Beginnings of the Long Boom The scale of America’s mobilization, once it finally entered World War II, was remarkable. From a standing body of about a quarter of a million men under arms throughout the interwar period, the numbers ramped up rapidly and reached a peak of over twelve million.92 But soldiers, as it has often been remarked, spend a great deal of their time waiting; and though it seems those still at home in general worked more, they seem to have read a good deal more too. The requisite resources being available, this may in fact have been a good time to be an American publisher. Resources were certainly available for devotional works. Branch sales still depended on the Bible.93 Conditions were good for the New York Branch itself to have a good war. Some detail may be in order. Oxford had fears, but paper and binding materials were, after some brief initial shortages surprisingly easily available domestically.94 Oddly, there also seems to have been scope to benefit from the Arsenal of Democracy. The boats had to come back from Britain and British industrial exports were of course limited. There was plenty of room for books and indeed some quiet government encouragement towards their export.95 There is no reference to excessive U-boat depredations. The real potential challenge lay in human resources. The obvious problem was the draft. Many of the staff were of draft age; and if maintenance allowances for dependents were introduced, senior staff to the very top would also be vulnerable.96 Longtime and skilled employees were sometimes summoned on even less than the standard two weeks’ notice.97 But there were indirect problems as well. Favored industries paid over the odds for appropriate employees.98 Sometimes Press employees were tempted; when so, the Press could not compete. In some job categories, it was flat out difficult to keep employees very long.99 The government could even requisition typewriters and in November of 1942 Walck expected to lose a quarter of them.100 Such difficulties notwithstanding, the Press did well. Sales continued their late ‘thirties rise. By 1945, they were more than twice their 1939 and 1940 levels. Profits also rose steadily, 1942 aside. This was partly a matter of economies of scale but had other sources too. During the depression years, “we had spoiled our customers by giving them too much service, too long 92 Historical Statistics of the United States, detailed cite to follow. Sisam to Milford, 26 March, 1942, OS/I/3/1-2. 94 On the fears (perhaps more on experience in the UK), see Sisam to Milford, 26 March, 1942, OS/I/3/1-2. On the shortages followed by relatively unproblematic supply, see Walck to Milford, 7 May, 1942, OS/I/3/1-2. 95 Milford to Walck, 11 Sept., 1939, OS/I/3/1-2. 96 Walck to Milford, 30 March, 1942, OS/I/3/1-2. (See also Walck to Milford, 22 May, 1942, ibid.) 97 Walck to Milford, 25 Nov., 1942, OS/I/3/1-2. 98 Walck to Milford, 7 May, 1942, OS/I/3/1-2. 99 Walck to Milford, 25 Nov., 1942. 100 Ibid. 93 32 credit terms, etc.” and this was a good time to recoup. The profit figures for 1944 as well as 1945 were roughly five times the 1940 levels. There were a number of executive transitions at the end of the War. Milford, with great relief, finally felt able to retire. Cumberlege, now properly apprenticed in the London Business as well as being the architect of the current establishments in India and New York, took Milford’s place as Publisher. Back in New York, Walck was formally appointed Vice-President i.e. head. Many old hands returned from the Army and were put back more or less into their old jobs. In 1950, the transitions, recent and longer-term, were completed, perhaps mimicking changes in the larger world, when New York came out from under London and began reporting directly to the Secretary. The internal organization in New York changed in this period as well. Rather against the trend in large American businesses, structure shifted to a significant extent away from product and towards function. The company girded up for the challenges of the post-war world. There was good news and bad on the challenge front. The demand prospects were very promising, not least because of the GI Bill’s subsidy to the further education of all those returning soldiers.101 New York also published a number of broadly appealing publications, not least the latter parts of Toynbee’s Study of History whose coverage by Time magazine gave enormous free publicity.102 The abridged edition had sold 200,000 copies by 1948 and his Civilization on Trial another 50,000.103 The bad news was that expansion cost money. The Branch was by this time quite undercapitalized relative to the opportunities and unbalanced attention to this caused a small crisis in the autumn of 1946.104 This exposed a larger problem for the Press post-war. Much maintenance had been deferred during the war years.105 In various parts of the business, there were crying needs for expenditure on physical capital. All this competed with demands from publishing units wanting cash to invest in working capital. External borrowing by those units where separately incorporated was not a simple solution. Lenders to the Press in Oxford might take a dim view of increased risk. So might the University. Then there were New York-specific problems. The UK Exchange Control authority might object to retaining all NYB profits in New York. Worse, UK taxation was due on New York profits with or without dividends being paid, so dividend retention to build up capital in New York would impose strains elsewhere in the system. And the University was not minded “to relax its claim on us to produce unremunerative books after so many years on which that primary purpose has had practically nothing.” Even with good prospects, there would be capital constraints for some time. All this said, the operating environment was very favorable. The widely predicted postwar consumption crisis never materialized. (In some respects, the problems were entirely opposite i.e. tight conditions in factor markets and inflation.106) The Federal government 101 Cite for the GI Bill to come. Cite for Time coverage. 103 “New York Branch” memorandum, November, 1948, OS/I/3/1-2. 104 See Walck to Cumberlege, 3 Oct., 1946, OS/I/3/1-2. 105 Sisam to Cumberlege, 30 Sept., 1946, and Sisam to Walck, 15 October, 1946, both OS/I/3/1-2. 106 Walck to FC, 28 June, 1948, OS/I/3/1-2. 102 33 suggested a policy goal of full employment. Closer to Oxford’s interests, the ex-GI’s went to university in unprecedented numbers.107 Demand for textbooks inter alia soared. By the early 1950s, the American publishing industry was feeling entrepreneurial. A recent graduate of Columbia University persuaded his employer Doubleday to start a line of trade paperbacks, in the first instance ex-copyright classics. Paperbacks were hardly unknown in America; but this was a new field and the opportunities were great. The New York Branch was particularly well-situated, since it had access to all material to which the Press overall held copyright. Aside from potential demand from ordinary educated readers, all those university courses involved reading lists. The Branch initiated Galaxy books, a paperback line, in 1956. The Press’s publishing priorities were also shifting. There was a major investment in science and more broadly incremental investment in texts for tertiary education. With a view towards significant future growth, the Press abandoned the idea of running its warehouse operation in New York City.108 After much consideration, a large property was purchased in suburban Fair Lawn, New Jersey, in 1955 and a purpose-build facility of about 46,000 square feet commissioned, the whole to cost about half a million dollars. Troubles were, unfortunately, looming from Oxford’s perspective. It was felt that Walck was losing his grip. (It was wondered in some quarters how much grip he had had.) A facesaving measure was conceived, in which the juvenile division, on which the Branch had been losing money for years, was sold to Walck, who formally resigned in April, 1958, to run it. Cumberlege had returned the previous November on an interim basis, on his own way out the door, to hold the fort, have a look around and offer Oxford his advice, before the new man came. John Brett-Smith was appointed President in September of 1958. We might reasonably take bearings in the summer of 1959. Sales were up by about twenty percent in the decade since the end of the war. Profits had declined in the constrained post-war years and since been unsteady but were now climbing again. There had been obvious problems early on. The nation had also passed through a troubled time in its internal politics and the international situation seemed to many very grave. But to a publisher there was promise in the air, The Press had a good war. Unlike the American economy, however, it had not followed up. Foundations were laid by the Branch in the following decade (accounting reporting forms, title-wise information capture, the devolution of stock-keeping monitoring to operating divisions so as to pointedly align incentives, increased diffusion, towards the end of the decade, of financial and operating statistics to officers and department heads and increased emphasis on planning (budgeting) the Branch’s future, less expensive and more easily expanded distribution facilities, new Bible projects, and I suspect most importantly the Galaxy program)—all productive investments—but many of these were costly (some in absolute terms, most at least transitionally in requiring the development of new organizational routines). Never mind the occasional failed initiative such as Essential Books, these successful ones were certainly not all exploited (whence the persistent problems with inventory levels and the larger commentary 107 Numbers from HSUS and citation to come. There had been discussion of this idea at least since Cumberlege’s “New York Branch” memo of November, 1948,OS/I/3/1-2. 108 34 about fixed costs). This failure led the Branch to do less well in absolute terms and also to fall behind as others seized the day. In terms of results, the glass was always half full or half empty, never more. Some years were good relative to their predecessor, some not so much. Often a good year seemed to be a harbinger of general and soon to be ongoing progress. The Bible Department still did a large and profitable trade (though its position relative to the market was, it would emerge, declining). But the occasional best-seller or sale to the Book-of-the-Month Club aside, trade results were only rarely very strong; and despite steadily growing undergraduate enrollments post the end of the GI Bill ex-GI’s, the College business in the fifties somehow was never persistently successful. The others were then, in the end, minor matters. By the end of the decade, it was clear that management really didn’t have a grip. It seemed likely there was a grip to be had—Cumberlege’s old arguments still made sense and other firms were doing well—but Walck and his colleagues were not getting the job done. So Walck was basically fired. Cumberlege came back briefly, on his way out the door, to hold the fort and take bearings closer at hand while the new appointee prepared and arrived. As one New Frontier came to Washington, so, it was hoped, another would come to the Press in New York. When Cumberlege was in New York at the end, Roberts wanted to know how much of the recent profits were real rather than merely nominal. (The answer to this was relatively straightforward, about two-thirds.) How much of the increase in inventories was not so much a problem as an inevitable artifact of the development of the college textbook trade? The ongoing shortage of cash and pressure for profit retention was a pre-occupation, along with the expenses of developing Fair Lawn. There were the slightest beginnings of curiosity concerning how other at all comparable publishers were faring in this market.109 The following figures, a September 3, 1959, memo to Brett-Smith and the FY 1960 Treasurer’s Report, will be helpful in sizing up where the Branch actually stood. Net profits as a percentage of working capital for Oxford and four competitive publishers over the middle part of the 1950s had been as follows. (“N/A” means “not available”.) Table 5 Year 1954 1955 1956 1957 1958 1959 Oxford 4.5 7.0 0.3 5.5 11.3 2.4 World 11.8 22.0 29.4 26.4 24.0 N/A Wiley 6.4 11.4 11.6 17.5 18.5 N/A Harpers 12.0 15.8 17.0 14.2 N/A N/A Macmillan 10.9 12.1 14.8 14.4 15.1 N/A The return on stockholder’s equity of the Press in 1959 was 1.6 percent, 5.4 in 1960. The comparable figures for a larger group of publishers was as follows. 109 Roberts to Cumberlege inside the cover of the 1959 Annual Report, Walton Street Archives.. 35 Table 6 Book-of-the-Month Club, Inc. The World Publishing Company Henry Holt and Co., Inc. Harper & Bros., Inc. The Macmillan Co. The John C. Winston Co. Rinehart & Co., Inc. John Wiley & Sons, Inc. 23% 11% 22% 9% 12% 14% 10% 13% The origins of this were not far to seek. Oxford’s Bible sales compared to industry sales looked like the following. Table 7 Year Oxford Industry 1952 1953 1954 1955 1956 1957 1958 1959 100 90 90 97 101 99 99 96 100 98 89 101 106 109 111 120 Comparing Oxford’s non-Bible sales to those of American University Presses revealed the following. 36 Table 8 Year Oxford net of Bibles American University Presses 1952 1953 1954 1955 1956 1957 1958 1959 100 93 98 98 117 128 122 135 100 102 108 118 131 151 174 202 The profile varied across New York departments. College and Medical together were also behind by 1958 at 182 to 212. Religious were well ahead (229 to 158), albeit starting from a tiny base. Galaxy, Music, Wholesale, and Trade were combined to make an aggregate comparable to Trade elsewhere—there the comparison in 1958 was 146 to 159. The larger picture was clear enough. The market was growing much faster than Oxford was. This is the source of the relatively deficient return on stockholder’s equity. And the Oxford inventory trend revealed quite clearly why they had recently felt pressed for cash. The following table gives the percentage of current assets in inventory. Table 9 Year 1950 1951 1952 1953 1954 1955 1956 1957 1958 1959 Inv/CA 64.2 60.6 64.6 64.6 64.6 64.6 64.6 64.6 64.6 64.6 37 There had been growth. The competitive position was not good. And operations were often, particularly recently, constrained. Expansion, Vigorous and Differently Troubled The times then got even better from a publisher’s perspective once Brett-Smith arrived. Krushchev’s “We will bury you”, with its image of economic as well as social competition, was still ringing in the nation’s ears.110 Sputnik raised the national anxiety level about science and engineering education; and the 1960 Presidential election campaign, with all its talk of the Cold War and missile gaps, if anything made the situation worse. Not long thereafter, federal money began to flow in support of education at all levels. Brett-Smith himself seems to have left a light impression on the historical record. His main initiatives seem to have concerned international sales of NYB books, his main concerns British booksellers selling Clarendon books directly to American customers in times of exchange-rate misalignment. He was clearly difficult to get along with and is thought to have drunk increasingly. Contemporaries remember his private book collection; there were also complaints about extended absences from the New York offices. Still and all, the numbers grew and grew. Net sales were a bit more than $4M in the fiscal year before he arrived. They were nearly $11m in 1970, nearly treble the sum. There had been some simply tremendous years, it was felt, in between. So the headline story of the decade is in the large one of overall expansion. Yet it was certainly not without change. Despite new products and editions, which in themselves brought in at least briefly lots of money and profits, Bibles basically ceased being the anchor of the business, being displaced by books from Trade and Education. (These were at last riding directly on the backs of college enrollments, which had been rising steadily and then grew massively as the Baby Boom children went to college. Perhaps to an extent unnoted in Treasurer’s Reports this was also a matter of the culture change going on in the background which affected the book trade and retailing more broadly. Particularly in the second half of the sixties, book-buying Americans were hungry for information and knowledge. ) These New York businesses generally thrived, as did imports overall, one winter’s dock strike aside. Paperbacks got into the black and, more broadly, extended production runs and gave a larger base for fixed costs. Computers replaced punchcards (and, late in the decade, newer and more powerful computers replaced earlier ones, by then more modest no matter how powerful and potentially transformative those may have seemed at the time they were installed). All this sounds positive and simple. But there was lots going on beneath. These changes and this growth required a change in scale and organization of the company, new facilities, and new equipment and routines. None of this was unproblematic, either practically or financially; and increased competition (some ultimately from firms not previously involved in publishing but trying to ride the college boom) made these problems worse. The competition was not confined to product markets. There was notably increasing competition for authors, visible in the accounts in advances. Returns were also both secularly 110 For the remark, see e.g. “Gruenther, Back, Replies to Soviet,” New York Times November 24, 1956, p. 3. 38 increasing and high by any standards by the end of the decade. Statements of sales by channels first appear late in the decade. They show what may seem to be quite high levels of sales to the wholesale trade and reflect in part changes under way in the infrastructure of distribution that would come to be of some significance.111 Scope and efficiency of warehousing and processing operations were greatly enhanced by the development of the facilities in Fair Lawn, New Jersey, well outside of the crowded and expensive opportunities of the old venues in New York City. There were information technology teething troubles of course, then as now, and demands for new skills as well as new routines. Performance eventually improved; but aspirations emerged as a moving target. Univac 1004’s were replaced by 9300’s with eight times the power and only half again the cost. The sense that the next challenge would be to make more efficient use of the record-keeping and computational capacity now available was palpable. In such circumstances, inventory control was at once a necessity and an ongoing problem. The biggest strain of all was finding capital to finance operations. (The change in reliance on customers for working capital is quite striking and got expensive.) The investments in capabilities, realizing Cumberlege’s vision of the ‘thirties, had been made. But this wasn’t enough: realizing the opportunities they afforded was an ongoing challenge. The guns-vs.-butter inflation of the end of the decade, driven by the imperatives of the Vietnam war and President Johnson’s sense of domestic political imperatives, was unanticipated by the Press (and most of American business) and proved very difficult. It was particularly difficult to the large extent that borrowed money was financing, via trade credit or directly, working capital. Managing bank borrowings became discussed as frequently, and as carefully, as expense management in Treasurer’s commentaries to the Annual Report towards the end of the decade. Expenses rose faster than sales (in part because sale prices were not rising fast enough--competitors raised theirs faster, so that, for example, College sales rose in parallel with enrollments but by value the Press was losing market share.) As of 1969, the Branch was reporting “profitless prosperity”; and pending projects such as the New English Bible would require cash to launch. Most of the growth since 1950 had happened in the 1960s, in particular the latter part. The Branch had re-obtained some protection from US Federal Income taxation and this had been extremely helpful in terms of profits and free cash. In the absence of this relief, what had been difficult might have been, without directly expensive major borrowings or an indirectly expensive capital infusion, simply impossible. Even with lower expectations of growth for the coming decade, it was unclear whether things could go on in the general style they had been recently without a major infusion of capital from somewhere. How the Branch would fare if the economic environment were to decay in the immediate future—the early years of the 1970s, that is—was completely unclear. I could go on. (As I have been hinting, and as for only one example anyone who was an adult or even an adolescent with a driver’s license in 1973 may have guessed, the material only See Daniel Raff, “Wholesale History,” in “The Book Trade as an Industry,” three lectures delivered at the University of Michigan in November, 2009 (typescript). 111 39 gets better.) But Volume III of the History concludes, for reasons concerning the New York Branch only indirectly, in 1970; and so 1970 is a convenient juncture for this text to come to an end. This might seem arbitrary and somehow depriving the narrative on offer of meaning and shape. I hope that this has not been so, that the history as I have laid it out, framed and expounded as suggested in the opening lecture, has emerged with plenty of meaning and shape, just meaning and shape of a different character. It has been, to be sure, different from a Whig account in its content, its focus, in its sense of an ending, and in the sense the reader makes, looking back, of its course as well as of its ending. Yet I think it does convey vividly a sense of the evolution of the business. It has not even been without characters, incident, and a sense of something like character development. It could, in short, be a novel, just like traditional historical narrative. But unlike a Whig historical narrative, I am arguing, this would be a novel which is truer to the experience it describes. I say this feelingly contemplating an audience and occasion just twenty-odd kilometers from Weimar.