t is a truth universally acknowledged that any deal involving a fortune must be filled with last- minute strife. Documents that go astray. Eleventh-hour changes of heart, mind, or market valuation.

Negotiations that break down over picayune details and frayed nerves. Or the most hair-raising snafu of all: the money doesn't arrive on time.

Given all that can go wrong, is it any wonder that the principals in a deal are often awestruck when things go right? Cable entrepreneur JefFrey Marcus experienced just such a moment of bliss on April 23, 1998, when he received word that the required funds to dose the $3.3 billion sale of Marcus Cable had zipped across the country 30 minutes after the money was wired.

' m e transfer went like dockwork," he muses. "Usually you send money at 8 a.m. and you're still sweating bullets when the wires are ready to dose at the end of the day. But not this time. Paul Allen wired billions of dollars, and we received it in about a half-hour. I guess when you're Paul Allen and you're sending that kind of money, you get priority clearance."

Heady as it was to witness a multibillion-dollar sale close in record time, the moment was

nonetheless bittersweet for Marcus. For the then 52-year-old cable veteran, the speedy delivery of Allen's money signaled the end of an era. The purchase of Marcus Cable by the co-founder of Miaosoft heralded Marcus's departure from an industry that had defined and consumed him for more than three decades. Marcus walked away a wealthy man, but not without casting a sen- timental glance over his shoulder as he made his final exit.

Jeffrey A. Marcus was born in October 1946 in Scranton, Pennsylvania, just two years before his mountainous home state became the nation's testing ground for CAW. His father Bert and mother Helene were both children of Russian immi- grants. In 1953, the depressed coal mining economy of the region prompted the Marcuses to decamp, first to New York State for a year, then to the West Coast, where other relatives had moved earlier.

"I'll never forget the week we drove across the country," says Marcus, who was seven at the time. "We took the southern route. 1 got my first taste of real fried chicken in Virginia. Texas, of course, seemed to me to be as big as an entire country. And I fell in love with the desert in New Mexico and Arizona."

While his father-a furniture salesman by profession-looked for work, the family bunked in with an aunt and uncle for six months. Once the family was on its feet, the next move was into a small apartment in West Los Angeles, and from there to a small tract house in Encino, in the lush San Fernando Valley. "The development was carved out of an orange grove and the scent of the nearby blossoms was intoxicating," recalls Marcus.

After getting settled in Encino, Marcus enjoyed a childhood that "was an American Graffiti growing-up experience," including happily married parents, lots of television, and enough schoolwork and sports to keep him occupied. Academics came more readily than athletics to the tall, lanky teenager, but in both arenas he was fiercely competitive. "Jeff and I both got A's," recalls childhood friend Charles Underhill, "but 1 think he had a slightly higher test score average than I did. Which he gloated about! He would compete hard for just a point or two."

Underhill notes that Marcus's parents seemed to be "pretty focused on Jeff being successful. By the time he hit 10th or 11th grade, he could see down the road-to college and to a career. Many of us didn't see that far. If we got good grades, we just got them because we got them, not because we had any vision. But Jeff, I think might have awakened to the real- ity of a good career early on."

Career, however, took a temporary backseat to higher education, as Marcus fulfilled the family's dream of being the first to go off to college. He arrived at UC-Berkeley in September 1364, "along with Mario Savio and the free speech move- ment," neither of which stirred his soul to any great degree. "Although it was an interesting and remarkable time to be at Berkeley," he says, "I just didn't have time for the various causes."

First and foremost, Marcus was a pragmatist. "I needed to make a living and get an education. Plus, I had the feeling that it probably wouldn't be very good for my future to get arrested or have my head cracked by a police baton. I also did- n't want to shame my parents. I was a good student, a real straight arrow and had an old-fashioned kind of respect for authority, both the institution's and my parents'."

With one eye on law school, Marcus worked his way through Berkeley via a succession of odd jobs, ranging from wait- ing tables to working in the shipyards and selling fire extinguishers. During the summer between his junior and senior years, he drove a garbage truck. Normally, Marcus might have viewed the trash gig as just another way to earn cash for school, shrugging off its less than glamorous aspects. The contrast, however, between his job and that of his roommate raised his eyebrows. "I went to work at 5 a.m. and got back eight hours later. He went out at 5 p.m., came back at 8 p.m. and made more money than I did."

Marcus turned in his resignation and signed on with his roommate's employer: TeleVue, a local cable company. His first night out, selling subscriptions door-to-door, he made six sales, reaping $36. He was thrilled, and hooked on cable.

"I would go out for two-and-a-half to three hours each day," he recalls. "I just loved it. I loved going door-to-door. I loved talking about cable. And I especially loved the challenge of con- vincing somebody that they ought to try it. Cable was in my blood from Day One."

Of course, not everyone answered Marcus's knock at the door with enthusiasm, much less a check. But he took the rebuffs in stride. "I think it was really good training," he says. "Because when somebody slams a door in your face, either literally or figuratively, you've got to be able to handle it. The ability to deal with rejection in life is very important."

When Marcus went back to school for his senior year, he stuck with the cable job, putting in as many hours as his class schedule allowed. A stereo system and brand-new 1968 burgundy Pontiac GTO were among the luxuries his cable sales subsidized.

Marcus decided to change his career plans. "Jeff would call from school to give us a report every weekend," recalls his father, Bert. "One weekend he called and said, 'I'm not going to law school. 1 think I'd rather stick with cable and make the money now, rather than later on."'

His plans for graduate school shelved, Marcus packed his bags for Washington State, where he worked on securing subscribers for CATV Marketing in Bellwue and Wenatchee. Six months later, he was back in the Bay Area, primed to start his own marketing company, MarKit, with Burt Kittay, an acquaintance from a cable convention. Kittay had no cable sales experience, but he had the backing of Cablecom General. Marcus supplied the on-the-job expertise. The two moved to the Los Angeles area and set up shop in Century City. MarKit quickly landed contracts from not only Cablecom General, but other cable operators as well. "Door-to-door sales was a rela- tively new concept in cable," explains Marcus, "and no one was really doing it. So it wasn't very hard to get contracts. What was hard was hiring reliable sales managers and figuring out how to

do a cookie-cutter campaign in every system." MarKit soon fell victim to its own success, expanding too quickly. "We took on far too much

too early," says Marcus. 'The laws of economics caught up with us. In the summer of 1971, we had to close our doors, having violated the basic economic rule that one can't indefinitely spend more than is being received. But until then, I lived in nearby Marina Del Rey and had an unbe- lievable life."

In need of a place to lick his wounds, Marcus headed for Hawaii where a friend in the hotel business let him hole up at the Reef Hotel for about $20 a night. After a week of being incom- municado, he checked in with his roommate back in Marina Del Rey and found a message from the president of Sammons Communications, a Dallas-based cable company. Bill Kames wanted to know if Marcus would be interested in intenriewing for the job ofvice president of marketing at Sammons.

"Of course, I immediately hopped a plane, stopping in Los Angeles to get some business clothes-and a haircut," says Marcus. "I'll never forget my intenriew with C. A. Sammons. He

By the time [Jeq hit loth or 11th grade, he could see down the road-to college and to a career. Many of us didn't see that far. If we got good grades, we just got them because we got them, not because we had any vision." Charles Underhill

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said to me, 'Jeff, you've been telling us for at least two years now that we shouldn't do our own marketing, that we'd be much better off contracting out to you and your professionals. Now you're telling me that you want to do it in-house after all. How do you square that?' Here I was, wanting and needing this job. So, I looked him straight in the eye and said, Well, Mr. Sammons, I've got to admit that for the last two years I've been lying to you.'"

Sammons laughed and Marcus got the job. For the next two years, he traveled the country for Sammons, setting up marketing programs for the company's far-flung

systems. Sammons "was a wonderful place to work," he says, but he wasn't happy. "I was the only single person in the executive group. I hung my hat in Dallas, but I never really made friends there. I traveled constantly. I never felt like I fit in, mostly because I was never there long enough."

In late 1373, Marcus got a call from Marc Nathanson at TelePrompTer in New York City. The company was in deep financial trouble at the time. Its founder, Irving Kahn, had recently landed in prison on bribery charges, causing the stock to lose about 90 percent of its value. When Jack Kent Cooke and Bill Bresnan took over after a bitter proxy fight, they dis- covered a huge accounting mess. Nathanson was recruited to be on the dean-up team. "I needed to hire a top sales man- ager to run the direct sales force because I had too much to do," says Nathanson. "We had to add 250,000 customers to our rolls or the banks would dose us down."

Nathanson initially contacted Marcus's friend, Del Henry, about the sales job. But Henry demurred, suggesting instead that TelePrompTer hire Marcus.

Nathanson offered Marcus a 30 percent increase over his Sammons salary to move to the Big Apple and TelePrompTer. For the restless Texas transplant, the offer was "a dream come true." He loved the idea of living in New York City. "I could do what I knew how to do and be part of a team that was pulling together to rescue this company."

Marcus said, "yes," and began boxing up his bachelor life in Dallas. Then, just three weeks before he was due to make the move, he had a life-changing encounter at a local restaurant called Daddy's Money. He stopped at a table where two

couples were dining, to say hello to one of the two women. While chatting with his acquaintance, the other woman caught Marcus's eye. The attraction was mutual and immediate. After he walked away, she excused herself from the table and caught up with him. Fabricating a plausible introduction, she said: "I'm interested in the graduate school where you went. kt 's get together for lunch." He agreed and she quickly tore out a deposit slip from her checkbook and jotted down her number, telling him lightly to "feel free to make a deposit." Nancy Cain went home that evening and told her mother that she had met the man she intended to marry. Marcus called at 8:30 a.m. the next day and the pair had 21 dates in 21 days. Eight months later they were married in a friend's apartment in New York City.

The Marcuses' whirlwind romance was matched gust for gust by the intensity of Jeffs job at the beleaguered TelePrompTer. With the financial wolves howling at the door, the TelePrompTer team had no time or money to waste. Marcus created a sales force of 600 and sent them out into the world to snag at least a quarter-million new subscribers. To egg on his team, Marcus started growing a beard and vowed not to shave it off until subscriber rolls hit the one mil- lion mark. In late 1974, the sales team reached its goal, and Marcus let TelePrompTer president Bill Bresnan do the hon- ors while cameras dicked and Jack Kent Cooke and Marc Nathanson looked on. The picture appeared on the cover of one of the leading cable magazines.

The euphoria of rescuing the cable industry's then-largest company soon gave way to dejec- tion. The aisis over, Cooke removed himself from the center of action and headed back to his California base. Into his shoes stepped Russell Karp, a much quieter personality and someone with no experience in cable. Those like Marcus who had just been through the business equiv- alent of war became restless, even sullen, at the idea of being under the eye of someone less col- orful and less engaged than Cooke. "In retrospect," says Marcus, "we were placed in an impos- sible position. We'd just lived through a state of emergency, and trying to get used to things being 'normal' just wasn't going to work. With the thrill of the marketing campaign behind us, it wasn't the same, especially for me."

Marcus didn't have time to rue the change. Cooke told TelePrompTer president Bill Bresnan to cut back the sales ranks, including Marcus. "I remember sitting in Bill's office, feeling devas- tated, because leaving seemed like a huge failure. He said something I'll never forget. He used the analogy of an airplane flight. 'If it was always smooth flying he said, 'you'd never appreci- ate it. But if you've been in turbulence, you appreciate the smooth air.'"

If the turbulence had affected him alone, Marcus might not have been terribly worried. But he had a bride of less than a year to consider. "I married Nancy in June, and by February of the next year I was out of a job. I think I had $40,000 to my name, and no prospects."

Fortunately, Marcus had married a good sport. With no reason to stay in New York, ple packed up and hit the road, heading to California and Texas to visit their parents. ing a Mercedes that took a 40 percent bite out of their savings, they drove to New 0

attend a cable convention. There, Marcus ran into an old friend, Bernie Carlin, who needed someone to organize a sales team for a system in Kansas. %at the hell," thought Marcus. "It'll be fun and nothing to it." A few weeks later, the couple unloaded the contents of their Mercedes into-of a11 things-"a double-wide trailer in the middle of a cornfield," chuckles Marcus.

Being footloose and fancy-free had its charms, but by late summer the Marcuses were ready to put down roots. Minneapolis, the hometown of friends Rick and Inge Michaels, beckoned. Marcus and Michaels had hit it off several years earlier at a cable convention when both men were still bachelors. In 1975, Michaels was running a small cable brokerage, CEA, with the back- ing of a wealthy client. The Marcuses waved goodbye to Kansas and moved into their friends' 1800-square-foot three-bedroom apartment.

"It was great" reminisces Michaels. "We used to come home at lunch. At night we'd play Hearts and Spades, Shoot the Moon, Old Maid. We all had so little money that we lived togeth- er for six months-Jeff, Nancy, my wife, my baby Kimberly and me."

To bring in money, Marcus took a job as assistant to the president of General Television, a local cable company. But what his pal Michaels was up to was more intriguing. After a year with General Television, the Marcuses pondered taking a risk: "I was a little worried about going into

I married Nancy in June, and by February of the next year, I was out of a job. I think I had $40,000 to my name, and no prospects. " Jeff Marcus

business with Rick because there would be no steady income," explains Marcus. "Nancy and I had just bought a town- house and had a mortgage payment. So she and I talked about what it cost us to live every month. 'If I'm going to do this,' I said, 'you'll need to get a job.' Which she did, selling ads for Minneapolis magazine. She would make in two weeks what we needed every month to live."

CEA-or Communications Equity Associates-was focused initially on workouts, says Michaels. "Prime was at 12 per- cent and a lot of systems were in trouble. Jeff knew some people from his door-to-door days. So, to bring in business, he got on the phone, calling up old friends."

Among them was Marcus's former employer Sammons. The company wanted to get rid of its cable system in Watertown, South Dakota and offered Marcus a chance to buy it. While trylng to figure out how to finance the $895,000 price tag, Marcus happened to hook up with John Booth, who "had just sold Parade magazine for an ungodly amount of money and now wanted to get into the cable business," says Marcus. But Booth wasn't interested in a small Minnesota system that Marcus showed him: "He asked me if I had anything else that was bigger. I said, Well, Mr. Booth, there's a system I'm aware of but I don't have a listing on it. If I tell you about it, and you buy it, I don't have any legal recourse and I would lose a potential commission."'

Marcus was calling Booth from a public phone at the Minneapolis airport and gritting his teeth over the cost of the call. On the other end of the line, Booth listened quietly and then said: "Jeff, you don't know me, but I would ask you to trust me. How much would your commission be on this?"

Fifty thousand dollars, replied Marcus, holding his breath and eyeing his watch. Booth gave his word that if he bought the system, the young salesman would get his cut. Marcus took a chance. "Lynn Decker, Booth's right-hand man, and I went to see the Watertown property the next day. The one that I had been trying to buy. Decker negotiated a letter of agree- ment that same day, and gave a $50,000 deposit to Mr. Sammons. I'll never forget it. I went back to my motel room that night and cried my eyes out. Within 30 days of going into business with Rick 1 now stood to make $50,000 on this one

sale-more than I'd made in a whole year at any other job." Other deals soon followed. CEA "just took off," says Marcus. As the company picked up momentum-and clients-

Michaels proposed that they relocate. "I came home from a uip to Miami one night in January,"says Michaels. "The wind chill factor was 76 below zero. I got to the airport parking lot to find my car frozen over. I had to use a cigarette lighter to melt the ice around the door handle so I could get in. The next day I said to Jeff, Taxes are high here, we're starting to make real money, and this weather stinks. Let's get the hell out of here."'

The partners settled on Tampa, Florida, Rick Michaels's old haunt. In August 1977, the two couples, along with CEA sec- retary Rhonda, headed to the sultry Soqth.

CEA soon developed ties to Storer Communications and TCI, two of the fastest-expanding companies in cable in the late 1970s and early 1980s. Marcus and Michaels hired more staff and began to give veteran brokerage Daniels & Associates some serious competition. "There were some years that we actually did more business than they did," says Marcus proudly.

Helping others buy systems began to give Marcus the itch to get into system ownership himself. By now he had plenty of marketing experience. Thanks to General Television, he understood operations. And CEA had taught him the deal busi-

ness. "When you're a broker, you get to see what people are doing well and not so well," he

notes. "You can compare different operations." In 1979, Marcus got his chance when he and Michaels bought a small system in Richland

Center, Wisconsin from Theron Moon. "Theo was a project," chuckles Marcus. "I worked on old Theo to sell the system for a long time. I used to have dinner at his home with him and his wife every so often. When Theo finally decided to sell, I suggested to Rick that we buy his system. The price was $665,000. He wanted $100,000 in cash and would take the rest on terms."

Michaels, Marcus and Marcus's then brother-in-law put together the cash and bought the sys- tem. Not long after closing, Marcus was on a system scouting trip with TCI's John Malone when the latter queried Marcus about his plans for the Richland Center system. "We're going to run it," Marcus replied. "What do you know about running a cable system?" Malone asked. 'You've

got to start somewhere," Marcus retorted jovially. "Listen, Jeff,'Malone pressed, "why don't you let me buy that system from you?" He offered $1 million. "I sold it right then," says Marcus. "Rick and I had owned the system for a month, maybe two, and here we made a great profit. Our $100,000 in cash became about $450,000 in TCI stock. And TCI was trading pretty low in the late 1970s. To say the least, we were happy with that deal."

The Richland Center deals were soon followed by others. By 1981, Marcus knew he was hooked on being a cable operator. His wife was also determined to move the family north, to the New York City suburbs, which she preferred to Tampa as a place to raise their two young children, Becca and David. Michaels didn't share Marcus's enthusiasm for system ownership and the two agreed to go their separate ways. "I wanted to take all our spare money and buy assets," explains Marcus. "And Rick wanted to take all our spare money and expand the bro-

kerage business. There wasn't a right or wrong answer. We just thought differently about the future."

"Jeff wanted to do bigger things," says Michaels. "He said that we needed to get bigger and buy

systems. I pointed out that our brokerage clients weren't going to appreciate us going around picking up systems and representing them at the same time. So we agreed that I would buy him out."

The Marcuses picked Greenwich, Connecticut as their new home base. "We knew nothing about the town except that it was pretty and near New York City," recalls Marcus. "We didn't know anyone. I had no idea what systems I was going to buy, or how I was going to pay for them. Rick was paying me out over a three-year period, which was enough to live on."

Marcus didn't have to wait long for the next step to become clear. 1ohn Malone had recently purchased several systems in Wisconsin, in the process acquiring about 8,400 customers who didn't fit into his plans. He offered them to Marcus, along with some equity financing. The deal was the first of many MarcuslTCI partnerships over the next five years. "We expanded the com-

pany using the same basic formula," says Marcus. 'We would buy systems, upgrade them, add channels, raise rates and improve service. Ultimately Marcus Communications owned 135,000 subscribers and managed another 25,000 for TCI."

By the spring of 1987, Marcus had reached a crossroads. Part of him was antsy to move beyond small acquisitions. He had watched his friend and former boss Marc Nathanson double the size of his company, Falcon Communications, in 1985 by acquiring key properties from Warner Amex. A year earlier, a record-breaking $2.1 billion deal had parceled out Group W's cable systems to TCI, ATC, Comcast and Century, among others. Was it time for Marcus to move up to the big leagues? And if so, how was he going to pay for it?

Another part of Marcus wanted to take some money off the table. "Our company had become very valuable worth mil- lions of dollars. I was afraid that something would happen to cause us to lose it all." He couldn't help but notice that some pioneers in the business, including Storer, Rogers and Daniels, were giving signals that they were ready to cash in their chips.

Fear, Marcus confesses, won out in the end. In May 1987, he agreed to merge Marcus Communications into Western Telecommunications, a public spin-off of TCI. The new company was dubbed WestMarc Communications, Inc. He became Chairman and CEO. Looking back, he regrets allowing timidity to rule the day, "because there was a lot more value to be extracted" from Marcus Communications. At the time, however, it felt like the right decision.

In anticipation of the sale, the Marcuses moved to Dallas to be closer to Nands family. Jeffs parents and sister followed suit. On a personal level, the move was rewarding, bringing the families together in one city. But professionally, it proved to be a hardship. Marcus found himself commuting so frequently between TCI's Denver headquarters and Dallas that it began to take a toll at the office and at home. Something had to give.

Just 11 months after merging his company into WestMarc, Marcus threw in the towel, exhausted. The time had come for a sabbatical. He swapped his stock in the company for the original cable properties he'd bought back in 1982 in his first deal with X I . In the interim, subscriber levels in those systems had grown from 8,400 to 18,000. He handed them

off for safekeeping to Lou Borrelli, his director of operations, put all his suits and ties in a cedar doset and took a year off.

Like most businessmen accustomed to wild-eyed work schedules, Marcus didn't stop working completely. He dabbled in

real estate and joined in a partnership with now-President George W. Bush to buy the Texas Rangers baseball franchise But to the degree that his driven personality allowed, Marcus downshifted. Among the chief beneficiaries were his two children, then ages eight and ten. They saw more of their father in his year off than in all their previous years put together.

The idyllic interlude was not to last, however. In October 1989, Marcus answered the siren call of cable by agreeing to meet with some representatives of Goldman Sachs. They urged him to get back into the game and offered to back Marcus on new acquisitions. The proposal was too tempting to resist. He agreed, and pulled Marcus Cable out of hibernation. The first deal to appear on the horizon was a 60,000-subscriber package from Star Cable 7V Group. The systems were located in Wisconsin, Marcus's old stomping ground. He reached a handshake agreement with Star Cable's chairman (and former Entrepreneurs Club member) Don Jones in no time. It looked like the good times were about to roll once again.

Then the Federal government's revised HLT (highly leveraged transaction) rules hit early in 1990, throwing the deal into turmoil. Several banks backed out. At that point, many people would have concluded that the timing was wrong and

bailed out, beating a hasty retreat in the tracks of the departing banks. Cable was nobody's dar- ling at the time, and industry stocks were in the tank. But Marcus's background as a broker- plus the unblinking support of Goldman Sachs-convinced him that the deal could be done, one way or another.

"I had to renegotiate the deal three times with Don," says Marcus. "It was painful for both of us. But we finally dosed it in August 1990. We were just one of two cable transactions over $100 million that year."

With Goldman Sachs in its comer, the reborn Marcus Cable set out to add to its 78,000 sub- scriber base. "Goldman was very supportive," says Lou Borrelli. 'The fact that they were so will- ing to back us was key to helping us grow." Marcus's talent at the negotiating table was also a critical factor: "Jeff was a very astute deal-maker. His experience with Rick Michaels a served him well. We never suffered from a lack of 'deal flow.' Not only did he know a 1 ple in the industry, but he also understood the art of the transaction. He knew th deal done that made sense from both the buyers' and the sellers' perspectives. always used brokers, in some ways Jeff was really the lead broker, because of his

Between 1990 and 1994, Marcus slowly piled up subscribers, one small acquisitl After each purchase, Marcus and his management team would debate whether "it pony up or bail out," says Borrelli. "Each time we convinced ourselves that it was a goo to keep going-rightly or wrongly."

Starting up a new cable company during a period when many veterans in the industry were getting out raised some eyebrows. "People told Jeff that he wouldn't be able to come late to the cable consolidation party," says Reed Hundt, former chairman of the FCC. "They said he wouldn't be able to assemble a cable company of adequate size. He thought that was wrong. And he proved everybody wrong."

In late 1994, Marcus added 185,000 subscribers in one fell swoop in a deal that pushed the company to the "next level in scale," says Lou Borrelli. Like the earlier Star Cable transaction, the Crown Media deal hit potholes on the home stretch. Marcus had an agreement to split the acquisition, but at the last minute the other company pulled out. Without a partner, Marcus could not go forward. Charter Communications, who had once owned some of the Crown properties, stepped up to the plate. Although Crown wasn't pleased to find itself selling systems back to their former owner-at a substantial discount to the original purchase price-Charter was their only viable option. Charter's founders, including Entrepreneurs Club member Bany Babcock, were only too delighted to fill in. Marcus and Charter happily divvied up the Crown properties between them and walked away with a joint sigh of relief.

The machinations of the Crown deal absorbed most of Marcus's attention for 'months on end, until the final dosing in January 1995. Tired but triumphant, he barely had time to savor his

with Rick Michaels and CEA served him well. We never suffered fiom a lack of 'deal flow! Not only did he know a lot of people in the industry, ,but he also under- stood the art of the transaction. " Lou Bomelli

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win before an even bigger possibility was dangled before his eyes. While sitting with Marcus at a Dallas Mavericks bas- ketball game, pal Tom Hicks of Hicks, Muse, Tate & Furst suggested that Marcus go after the cable systems owned by his old employer, Sammons. Sammons wanted out of the business and had given Lehman Brothers the nod to put the com- pany on the block. Takers to date had been few.

"Re-regulation had taken its toll on cable stocks and the availability of financing," says Marcus. "The only buyer appeared to be a consortium led by TCI, which included in its membership most of the acquisitive companies in the industry. It would be almost impossible for us to compete."

Almost, but not entirely. Marcus, after all, had known the Sammons people for almost his entire career. The consortium might be a financial powerhouse, but it lacked the personal touch that an industry old-timer like the Sammons organi- zation would prefer. Marcus would have to tread carefully, however. Sammons insisted on stidung to the auction process, and Marcus had nothing to gain by alerting its much bigger rival of its intentions. "When you go out and fight with the biggest kid on the block, you don't lead with your chin," says Marcus.

For two months, Marcus Cable quietly conducted due diligence, arranged for financing and readied its bid. When the deadline to submit arrived, Marcus stuck to his plans to vacation out of the country, to throw his rivals off the scent. But instead of lolling on the beach, Marcus spent two days holed up in his hotel room, telephone pressed to his ear. The sec- ond day was pure frenzy. Adelphia-who had agreed to partner with Marcus-backed out 24 hours before the bid dead- line. A scramble ensued to fine-tune the offer to meet Sammons' financial goals while keeping the deal doable for Marcus. When word leaked out that tiny Marcus Cable had bested the consortium-with a bid below theirs-the fur flew.

"There were a lot of hard feelings," says Lou Borrelli. "We were called the Dallas cable mafia. We heard all kind of things. But at the end of the day, we were a qualified buyer, ready to sign a deal. We were at the table alone, through no fault of

our own. I think it came down to the fact that Jeff had a strong personal relationship with the Sarnmons people, and he simply has the ability to get people to do things.

"There will always be people who will rationalize your success and their failure," continues Borrelli. "They'll say you were lucky, or a Texan, or this or that. But everybody who was in the consortium went off and did their own thing after that. Nobody went out of business. Nobody was hung out to dry. Some of the more vocal and emotional participants in our industry at the time vented in the press. It lasted a few weeks and that was that."

While the losers groused both publicly and privately, Marcus Cable reveled in the deal's impact on its stature. Suddenly the six-year-old company was the largest privately-held cable concern in the country. The $1 billion deal added 37 cable systems and 675,000 subscribers to Marcus's stable, effectively doubling subscriber rolls. The transaction also vaulted Marcus Cable from the 25th largest MSO to the ninth.

For the next two years, the company focused mainly on absorbing its acquisitions. "It doesn't matter how many deals you do," says Marcus, "you've got to make these systems run properly. I love the deal-making, the strategy and the com- petition, but I also love the challenge of making over acquisitions in the image of our existing company. 1 always took it personally when my name was on the door. I wanted Marcus Cable to be about the values that I cherish: good customer service and a good value proposition. I wanted customers to be happy they were Marcus customers. And I wanted Marcus employees to be glad that they worked here."

For those who worked at Marcus Cable, Marcus's instinct to cultivate the people around him was a drawing card. "Jeffs got a lot of charisma," says Lou Borrelli. "He's someone who people are willing to follow. He can motivate people. No question Jeff was an influence for me in my formative years."

"Part of building a good organization is selecting good people," agrees Del Henry. "Then, if you can get those people to work together willingly and cooperatively, you've got a really good organization. Jeff is very good at that."

While Marcus Cable digested the Crown and Sammons acquisitions, Jeff Marcus enjoyed a new level ofvisibility within the industry. Among other roles, he served as treasurer of NCTA and

helped to lobby Congress during its debate over the sweeping 199G telecom act. "leff was deeply involved in the political process," says Decker Anstrom, NCTA's president at

the time. "He spent many hours working with members of Congress, making our case, and was very effective at it. Jeff is one of the rare ones who understands not only things like marketing and deal-making, but also how important public affairs are to the industry's success."

Watching the revolutionary legislation work its way through the system, Marcus began to think about what the future was likely to hold. "Goldman Sachs was reaching its five-to-seven- year exit mark, and I thought that they would want to see some liquidity in the near-term," he explains. "And the next round of capital for digital, plus all the 750 Mhz upgrades, were on the horizon. In December 1997, I decided that it might be a good time to sell the company. I want- ed it t o be my idea to sell, before my partners asked me to d o so."

He made the rounds of his partners in January 1998, and they agreed that the time was right to cash out. Marcus naturally turned to Goldman Sachs to handle the search for a suitor. "They contacted the usual suspects: TCI, Corncast, et al. But one day in February, my CFO, Tom McMillin, told me that he'd just talked to an investment banker who wondered if I'd be willing

to talk to Paul Allen. I said, 'Sure."' Allen arrived in Dallas in his personal Boeing 757, together with Bill Savoy, his right-hand

man. "None of us had wer met Paul Allen," recalls Lou Borrelli. "Jeff and Tom and I were sit- ting in the conference room waiting for him. I think we'd seen a picture of him sitting court-side

at a Trailblazers game-this long-haired and bearded guy. In the door he walks, beard gone, fresh haircut, looking nothing like his pictures. The three of us looked at each other, as if to say:

'Is this a joke? Did one of our friends put someone up to this?"' As the trio listened, the world's third richest man laid out his vision of a "wired world," and

explained how cable would fit into his plans. After he left, Marcus and crew concluded that the man they'd just talked to was, indeed, Paul Allen. Any lingering doubt disappeared when he came back to them in three weeks with a number that matched Marcus's target: $3.3 billion.

"They moved quickly in conducting their due diligence," says Marcus. "It took them about a

One day in February [ 13 3 81 my CFO, Tom McMillin, told me that he'd ius talked to an investment banker who wondered if I'd be willing to talk to Paul Allen. I said, 'Sure.'" Jeff Marcus

month. In the meantime, I still needed to decide for certain that I wanted to sell. It was such a monumental decision. I stopped sleeping. I stopped exercising. I was waking up at 3 a.m. It got so bad that one night when Nancy and I were out to dinner with friends, I actually became so light-headed, I passed out."

Although a trip to the emergency room revealed nothing amiss, Nancy Marcus insisted that a doctor accompany her husband on an upcoming trip to California to have dinner with Allen. 'We loaded up the plane, taking the doctor and her medical equipment aboard," recalls Marcus. 'The investment banker from Goldman Sachs was surprised. He'd never seen anything like it. We arranged for a signal to alert the doaor in her hotel room if I needed her assistance."

Fortunately, the March 25 dinner went off without a medical hitch, and by evening's end, Marcus and Allen had sealed the deal. "I slept great that night," Marcus grins.

Four weeks later, on April 23, when Allen's money moved across the wires, the deal dosed. Marcus Cable officially belonged to someone else.

In the aftermath of the sale, as valuations moved to new heights, some felt that Marcus should have held out longer. "But it was absolutely the right time to sell," counters Rick Michaels, Marcus's former partner in CEA. W h o cares if he could have gotten more money? Faced with new capital costs, it was absolutely a wise move. Not to mention the highest price ever paid up to that time."

Marcus himself seems to have no regrets about the decision to sell. He does, however, wish that the aftermath of the sale had gone more smoothly. As part of the deal, Allen had asked Marcus to stay on as active CEO and chairman of the company. But Marcus was intrigued by the prospect of another, brand-new role as president and CEO of Chancellor Broadcasting, a radio-oriented enterprise in which friend Tom Hicks had a substantial interest. While Marcus tried to decide what to do, Allen moved with dispatch to acquire Charter Communications, another cable company that fit well with his overall strategy. The partners in Charter were eager to stay in the saddle, and Allen lost no time deciding to make Charter-not Marcus-his main conduit for future cable acquisitions. For better or worse, he did not let Jeff Marcus know of his plans until the Charter purchase was all but dosed.

"We had an agreement that any cable acquisitions that Paul would make, would be made through Marcus," explains

Jeff Marcus. "He bought Charter, but didn't tell me his plans, didn't buy it through us. It may have been because I equiv- ocated on the CEO role. Ultimately, of course, it's Paul's money. But it was a shame that it worked out that way."

Marcus resigned the chairmanship two weeks after the Charter deal, concluding that it was in everyone's interest that he leave the field clear for Allen and his team to run things. The transition was less difficult than it might have been. Marcus had taken up the CEO mantle at Chancellor in May and had already cut $8 billion worth of deals. The most stunning acquisition was Capstar Broadcasting Co., a purchase that sent shock waves through the radio industry and ousted CBS from its berth as number-one radio group in the country. The addition of television stations and outdoor billboard com- panies also provided building blocks for Chancellor's transformation into the multimedia enterprise envisioned by Marcus, Hicks and investors.

Unfortunately, rapid growth and corporate culture soon dashed inside Chancellor's walls. "When we expanded beyond radio, the radio guy; didn't buy into it," explains Marcus. "In essence we had a civil war within the company. And rather than fight the war, we decided to sell."

The company went on the block in January 1999, and in March, Marcus resigned. In October the company was sold to Clear Channel for $23 billion. In the meantime, with three colleagues, Marcus formed a 'little venture capital effort" to invest in Internet opportunities. Their largest investment was a public company named eventures, later renamed Novo Networks. Marcus became its chairman, while his partners took on other key roles. High-flying hopes for the com- pany were soon dashed. lmmediately on the heels of a successful bid to raise capital, the ven- ture ran afoul of forces beyond anyone's control: "The day we dosed," says Marcus, "in April 2000, the NASDAQ suffered one of its biggest losses ever. The emerging telecom market just evaporated. It was impossible to get any traction."

In June 2001, Marcus resigned as Chairman and CEO. By then the operating subsidiary had seen its stock free fall from a high of $31 to $.29 a share. Although dearly disappointed by the outcome, Marcus is philosophical: "It's all part of life's roller coaster."

For the moment, Marcus is enjoying a full-blown sabbatical, complete with father-daughter and father-son trips to exotic places, induding Argentina and Alaska. Jogging, skiing, golf and wing shooting rank high among his favorite pastimes, as do food and wine. "He has called me every day of our marriage and asked What's for dinner?'" says Nancy Marcus with a laugh. "He has an absolutely enormous appetite. He thinks about food all the time."

Marcus has also become involved in a number of charities and cultural organizations, thanks in part to his wife's influence. "When you look at the sum of one's life, it's not just business and those accomplishments," explains Marcus. "It's also what you do in your community. I really credit Nancy for raising my awareness in that regard."

'When I met Jeff, I'd say he was 'radically individual' and terribly independent," says Nancy Marcus. "Over the years, he's become much more of a community person."

Some of the organizations that have benefitted from the Marcuses' generosity and attention include the Anti-Defamation League, the Dallas Museum of Art, Goodwill Industries, and the Dallas Symphony. The couple have also endowed chairs at several institutions of higher learn- ing, including the University of Dallas, Duke University, Columbia University, and the University of Texas Southwestern Medical School.

The Dallas Institute of Humanities and Culture (DIHC) has also gained from the Marcuses' interest. Both Jeff and Nancy Marcus have played major roles on the Institute's boards and have underwritten a variety of programs. Says Gail Thomas, former director of the Institute: "A few years ago, Jeff single-handedly won the support of the superintendent of Dallas schools to send the city's principals to a brand-new summer institute at DIHC. In the program's first three years, 92 percent of Dallas's school principals attended, thanks to Jeffs salesmanship and his financial support."

Marcus has also poured his energy into national-level Republican politics. A friend of

[ Jeq has called me every day of our marriage and asked 'What's for dinner?'" says Nancy Marcus with a laugh. "He has an absolutely enor- mous appetite. He thinks about food all the

' I time.

President George W. Bush for many years, Marcus co-chaired the Republican National Committee's presidential gala in 2001, and he is co-chairman of Team 100, a major fund-raising initiative of the Republican National Party. He was also the national finance chairman for Texas attorney general John Cornyn's successful bid to replace Phil Gramm in the U.S. Senate in 2002.

Although Marcus is unlikely to exit the world of business permanently, at least one old friend thinks that the most inter- esting chapter is yet to come, and in some other arena. "I suspect that the best part of Jeffs story has not yet been writ- ten," says Charles Underhill, his high school pal. "I think he's conquered all that can be conquered on the business front.

He can only put more jellybeans in the jar. I think there's something else for him, but I'm not sure what it is. He'd prob- ably say I'm crazy if he could hear me saying this."

What that "something else" might be is a question that Marcus himself is game for answering one day at a time. Perhaps it will be an even larger role in Republican politics. Perhaps not. "For the first time in my life, I'm not going to look for what's next," he says. "I'm 56 years old, and all of the really important things in my life are in place: my health, my wife and children, my position in the community. I'm just going to let events wash over me. And that's going to be a change. I've always gone from one thing to the next, to the next, to the next, planning things very carefully and meticulously. This time I'm not going to plan anything. Not even plan to plan. I'll just see what happens."