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Corporate Governance 3rd Edition Robert A.G. Monks
Digital Instant Download
Author(s): Robert A.G. Monks, Nell Minow
ISBN(s): 9781405116985, 1405116986
Edition: 3
File Details: PDF, 5.01 MB
Year: 2003
Language: english
CGA01 08/09/2005 3:20 PM Page i

CORPORATE GOVERNANCE
CGA01 08/09/2005 3:20 PM Page ii

Corporate Governance
Robert A.G. Monks and Nell Minow

The most comprehensive examination and commentary on corporate governance that I have
yet seen . . . If I had to choose one book among the dozens available to explain and illumi-
nate the complexities of corporate governance, this definitive treatise would be it.
Hugh Parker

Corporate Governance is a lucid and comprehensive introduction to a subject that is of critical

importance to anyone interested in business. Everyone, from student, to scholar, to corporate
employee, officer, director, or shareholder, will find it valuable.
Donald Jacobs, Dean, Kellogg School of Business, Northwestern University

This is what we’ve needed – a solid text on corporate governance written by two of the real
stars in the field.
D. Jeanne Patterson, former Associate Professor of Public and Environmental Affairs, Indiana University

. . . a fresh, thoughtful, and timely look at the problem of corporate governance . . . a little gem.
Joseph A. Grundfest, Professor of Law, Stanford Law School

Exactly what’s needed for MBA students and management professionals.

Gordon Clark, Dean, Faculty of Arts, Monash University

The MBA student seeking real world examples will be well satisfied with this material . . . a
major strength of the book is the practitioner perspective that the authors bring to the area.
Stuart L. Gillan, The University of Texas at Austin

. . . authoritative and informative, with some fascinating case vignettes . . . A monumental

work.
Bob Tricker, Editor, Corporate Governance

. . . carefully blends economic and legal aspects of corporate governance. Highly recommended
for use in seminars on board practices, MBA programs, and corporate governance forums. Cornelis
A. de Kluyver, former Dean, School of Business Administration, George Mason University

Highly useful . . . illuminates the current issues facing managers, boards of directors, and share-
holders, as well as explaining their respective roles in the corporation.
Ira M. Millstein, Weil, Gotshal & Manges; Lester Crown Visiting Faculty Fellow, Yale School of
Management

Provides a strong theoretical framework for the subject. It gives meaning to the important pub-
lic policy issues by numerous examples, case studies, and policy statements.
Professor J. Fred Weston, UCLA

(Praise for the first edition)

CGA01 08/09/2005 3:20 PM Page iii

CORPORATE GOVERNANCE
Third Edition

Robert A.G. Monks

Nell Minow
CGA01 08/09/2005 3:20 PM Page iv

© 2004 by Robert A.G. Monks and Nell Minow

350 Main Street, Malden, MA 02148-5020, USA

108 Cowley Road, Oxford OX4 1JF, UK
550 Swanston Street, Carlton, Victoria 3053, Australia

The right of Robert A.G. Monks and Nell Minow to be identified as the Authors of this Work has
been asserted in accordance with the UK Copyright, Designs, and Patents Act 1988.

All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or
transmitted, in any form or by any means, electronic, mechanical, photocopying, recording or
otherwise, except as permitted by the UK Copyright, Designs, and Patents Act 1988, without the
prior permission of the publisher.

First published 1995 by Blackwell Publishing Ltd

Second edition published 2001, reprinted 2002 (twice), 2003 (twice)
Third edition published 2004

Library of Congress Cataloging-in-Publication Data

Monks, Robert A. G., 1933–

Corporate governance / Robert A.G. Monks and Nell Minow. – 3rd ed.
p. cm.
Includes bibliographical references and index.
ISBN 1–4051–1698–6 (pbk. : alk. paper)
1. Corporate governance – United States. I. Minow, Nell. II. Title.

HD2745.M66 2003
658.4–dc21 2003007769

A catalogue record for this title is available from the British Library.

Set in 10/11.5pt Bembo

by Graphicraft Limited, Hong Kong
Printed and bound in the United Kingdom
by T J International, Padstow, Cornwall

For further information on

Blackwell Publishing, visit our website:
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CGA01 08/09/2005 3:20 PM Page v

To the future: Max, Mariah, and Megan

R.A.G.M.

To David, Benjamin, and Rachel

N.M.
CGA01 08/09/2005 3:20 PM Page vi
CGA01 08/09/2005 3:20 PM Page vii

Contents

Cases in Point xiii

Acknowledgments xv

Introduction 1

1 What Is a Corporation? 8
Definitions 8
Evolution of the Corporate Structure 9
The Purpose of a Corporation 14
Human satisfaction 14
Social structure 14
Efficiency and efficacy 14
Ubiquity and flexibility 15
Identity 15
The Corporation as a “Person” 16
The Corporation as a Complex Adaptive System 16
The Corporation as a “Moral Person” 17
The Corporation in Society 21
The marketplace 22
Future Directions 23
Corporate Power and Corporate Performance 24
Corporate Crime: “Within the Limits of the Law” 31
Probation of corporations 32
Corporations and Government: Co-opting the Market 37
Measuring Performance 42
Balancing Interests 49
Good and Bad Corporations? 54
Equilibrium: The Cadbury Paradigm 58
Measuring Value Enhancement 60
GAAP 60
Market value 67
Earnings per share 68
EVA®: economic value added 69
CGA01 08/09/2005 3:20 PM Page viii

viii CONTENTS

Human capital: “It’s not what you own but what you know” 70
Knowledge capital 71
The value of cash 71
Corporate “externalities” 76
Non-economic Considerations in Corporate Management 89

2 Shareholders: Ownership 98
Definitions 98
Early Concepts of Ownership 100
Early Concepts of the Corporation 101
A Dual Heritage: Individual and Corporate “Rights” 102
The Reinvention of the Corporation: Eastern Europe in the 1990s 103
The Evolution of the American Corporation 104
The Essential Elements of the Corporate Structure 107
The Separation of Ownership and Control, Part 1: Berle and Means 110
Fractionated Ownership 115
The Separation of Ownership and Control, Part 2: The Takeover Era 119
Waking the Sleeping Giant 122
A Framework for Participation 126
Ownership and Responsibility 126
No innocent shareholder 127
To Sell or Not To Sell: The Prisoner’s Dilemma 129
Who the Institutional Investors Are 129
Bank trusts 130
Mutual funds 131
Insurance companies 132
Universities and foundations 133
Pension plans 135
The Biggest Pool of Money in the World 135
Pension plans as investors 142
Pension plans as owners 142
Public Pension Funds 144
Economically targeted investments 151
Federal Employee Retirement System 153
TIAA–CREF 155
Private Pension Funds 157
The Sleeping Giant Awakens: Shareholder Proxy Proposals on
Governance Issues 161
Focus on the Board 167
SEC’s Proxy Reform 167
Synthesis: Hermes 173
Investing in Activism 174
New Models and New Paradigms 175
The “Ideal Owner” 180
Pension Funds as “Ideal Owners” 184
Is the “Ideal Owner” Enough? 185

3 Directors: Monitoring 195

A Brief History of Anglo-American Boards 197
CGA01 08/09/2005 3:20 PM Page ix

CONTENTS ix

Today’s Typical Board 197

Size 198
Inside/Outside mix 198
Diversity 198
Meeting frequency 198
Ownership 199
Governance 199
Board Duties: The Legal Framework 200
The Board–Management Relationship 202
Information Flow 203
The year of the corporate scandal 206
The CEO–Chairman 208
Catch 22: The Ex-CEO as Director 210
CEO Succession 211
Director Nomination 212
Director Compensation 221
Interlocks 223
Time and money 224
The Director’s Role in Crisis 225
“Independent” Outside Directors 227
Director Election 230
Staggered boards 231
Confidential voting 231
Impact of the Takeover Era on the Role of the Board 232
The Fiduciary Standard and the Delaware Factor 233
How did boards respond? 235
Greenmail 236
“Poison pills” 236
Other anti-takeover devices 238
Recommendations for the Future 239
Improving director compensation 239
Increasing the authority of independent directors 240
“A market for independent directors” 241
“Designated director” 242
Splitting the chairman and CEO positions 242
“Just vote no” 242
Audit committees 243
Board evaluation 243
Executive session meetings 244
Succession planning and strategic planning 244
Lipton/Lorsch’s “Modest Proposal” 244
Making directors genuinely “independent” 246
Involvement by the federal government 247
Involvement by shareholders 247
The Sarbanes-Oxley Legislation 248

4 Management: Performance 254

Introduction 254
What Do We Want from the CEO? 257
CGA01 08/09/2005 3:20 PM Page x

x CONTENTS

The Biggest Challenge 258

Executive Compensation 262
Stock Options 266
Restricted Stock 270
Shareholder Concerns: Several Ways to Pay Day 271
The “guaranteed bonus” – the ultimate oxymoron 271
Deliberate obfuscation 271
The Christmas tree 272
Compensation plans that are upside and no downside 272
Loans 272
Phony cuts 273
Golden Hellos 273
Transaction bonuses 273
Retirement benefits 273
Future Directions for Executive Compensation 274
CEO Employment Contracts 275
Gross-ups 276
“Deemed” years of service 276
Cause 277
Change of control 277
Half now, half later 278
Employees: Compensation and Ownership 278
Employee Stock Ownership Plans 283
Mondragón and Symmetry: Integration of Employees, Owners,
and Directors 286
Conclusion 292

5 International Governance 295

Corporate Governance has Gone Global 295
The triumph of the corporation 295
The global company 296
The global investor 296
The demands of capital 297
The triumph of the code 297
Universal codes 298
An investor perspective 299
Limits to Convergence 304
The Asian Financial Crisis, the World Bank and Governance in
Emerging Markets 305
World Bank and G7 Response 306
Global Corporate Governance Forum 310
The Developed World 312
The European Union 312
Japan 313
Corporate Governance Forum of Japan 318
Germany 321
German governance code 322
Earthquake 324
Future perfect? 326
CGA01 08/09/2005 3:20 PM Page xi

CONTENTS xi

France 333
French ownership 333
Management and boards: Non-state-owned companies 334
Viénot I and II 334
Corporate Governance and Foreign Policy 338
A Race to the Bottom? 339
Convergence? 340

6 Case Studies: Corporations in Crisis 343

General Motors 344
General Motors and Pierre du Pont 344
General Motors: What Went Wrong? 347
General Motors and Ross Perot 366
General Motors after Perot: Smith and Stempel 371
General Motors: A Postscript 378
American Express 383
Time Warner 395
Sears, Roebuck & Co. 407
Diversification Strategy: The Fate of Retail 407
Sears: A Postscript 416
Armand Hammer and Occidental Petroleum 418
Polaroid 422
Polaroid’s ESOP: Delaware Sits in Judgment 424
Carter Hawley Hale 433
Hostile Takeover 433
After the Restructuring 441
Eastman Kodak 444
Waste Management Corp. 448
Gold into Garbage 449
Lens and Soros 450
The Soros Effect 454
Restructuring 455
What Went Wrong? 463
How Was It Solved? 463
Waste Management: A Postscript 464
Stone & Webster 467
Stone & Webster: The Company that Built America 467
Postscript 479
Mirror Group/Trinity Mirror 480
January 1999 482
July 1999 483
September 2000 484
June 2001 485
February 2002 485
September 2002 486
Adelphia 489
What happened? 492
Arthur Andersen 494
Andersen Consulting 495
CGA01 08/09/2005 3:20 PM Page xii

xii CONTENTS

A Conformist Culture 497

Who Watches the Watchers? 497
Corporate Governance 498
Hubris 499
Tyco (by Robert A.G. Monks) 501
WorldCom (by Beth Young) 507
Growth By Acquisition 508
WorldCom’s Board of Directors 509
WorldCom’s Auditor 510
Gerstner’s Pay Package at IBM (by Paul Hodgson) 512
The Anatomy of a Contract 512
Premier Oil: Shareholder Value, Governance, and Social Issues 524

Appendix: Overview of Corporate Governance Guidelines and

Codes of Best Practice in Developing and Emerging Markets
by Holly J. Gregory 530
Overview 531
The Corporate Objective 532
Board Responsibilities and Job Description 533
Board Composition 533
Board Committees 536
Disclosure Issues 537
Summary 537

Index 539
CGA01 08/09/2005 3:20 PM Page xiii

Cases in Point

Should the Chicago Cubs play night games? 2

Should AT&T owners pay for propaganda? 3
Who pays the penalty when babies drink sugar water? 4
A CEO’s perspective 5
Union Carbide and Bhopal – what happens when the company is bought out? 18
Imperial Chemical Industries plc 20
Some instances of corporate crime 25
A UK attempt to redefine corporate manslaughter 27
Chrysler 37
Corporate political donations in the UK 40
“Delaware puts out” 42
The years of accounting dangerously 43
Mr. Biggs testifies 45
Protection, Pennsylvania-style 51
The “good,” the “bad,” and the real 54
Johnson & Johnson 59
Sears Automotive 62
Green Tree Financial 63
FASB’s treatment of stock options 64
The battle of the theme parks 67
Daimler-Benz and the New York Stock Exchange 74
Socially responsible investing 77
Prototype plc 78
Price-fixing 89
Standard Oil and the arrival of big business 105
Partnership vs. corporation 108
The voluntary restraint agreement in the auto industry 109
The conflicted owner 113
When is the employee stock plan obligated to step in or sell? 113
Who owns Hershey? 114
Junior invests in Boothbay Harbor 116
One share, one vote 122
R.P. Scherer and Citicorp 131
CGA01 08/09/2005 3:20 PM Page xiv

xiv CASES IN POINT

T. Rowe Price and Texaco 132

Interlocking directors 133
The Corporate Library’s Interlock Tool 134
The Rose Foundation takes on Maxxam 135
Maine State Retirement System 138
Public fund activism 147
Myners shifts the burden of proof on activism 149
The Institutional Shareholders Committee 149
Can a fiduciary invest in Volkswagen? 151
Socially responsible investing 152
Campbell’s Soup, General Motors 158
“Universal Widget” 160
Honeywell and Furr’s 164
SWIB and CellStar 169
Revolt of the Yahoos: United Companies Financial and Luby’s 170
DAM changes its vote 171
From DuPont to relationship investing 175
A&P, Paramount, K-Mart 182
Hermes 183
Warren Buffett on boards 196
RJR Nabisco, Lone Star Industries, Tambrands, Enron 204
A director’s departure 213
A director demands more from the board 214
Two directors depart at Emap 216
Sears 228
Compaq Computers 229
Trans Union 233
Unocal and Revlon 234
Compaq and Salomon Inc. 247
AT&T & NCR 257
Exxon, AT&T and General Electric 259
ICGN on compensation 266
The chairman speaks 267
Borden 269
United Airlines and employee ownership 284
The “temping” of the workplace 285
Mondragón and “cooperative entrepreneurship” or “cooperation instead of
competition” 286
Institutional reform in emerging markets 306
Indian governance 311
Ripplewood Holdings 315
Aspects of Japanese governance reform 318
Comments on the governance code 322
Metallgesellschaft and Holzmann 323
DaimlerChrysler and the perils of globalization 327
Awkward options for SAP 330
Rhône-Poulenc 336
Eramet 337
CGA01 08/09/2005 3:20 PM Page xv

ACKNOWLEDGMENTS

First and foremost, we want to thank Kit Bingham, former editor of the indispensable
magazine Corporate Governance, without whom this book would still be just a dream. His
tireless, thorough, creative, and even cheerful diligence provided most of the case studies
and supporting material, and he made even the more tedious aspects of research and
writing a genuine pleasure. Professor Emerita D. Jeanne Patterson did a masterful job of
reading through hundreds of academic papers and assembling the material for the Enron
supplement. Holly Gregory of Weil, Gotshal, and Manges LLP created the incomparable
materials on corporate governance in emerging and established economies, and we are
immeasurably grateful to her for allowing us to share them with our readers.
We are also very grateful to the heroic scholars whose work instructed and inspired us,
especially Jonathan Charkham, Sir Adrian Cadbury, David Walker, Robert Clark, Alfred
Conard, Peter Drucker, Melvin Eisenberg, Shann Turnbull, Betty Krikorian, Margaret Blair,
Jeffrey Sonnenfeld, Adolf Berle and Gardiner Means, and James Willard Hurst.
We have also learned a great deal from our colleagues, clients, and friends, including
the widely disparate group of institutional investors all joined together by their commit-
ment to the beneficial owners they serve as fiduciaries and the corporate managers they
monitor as shareholders. It also includes the corporate managers, lawyers, regulators, com-
mentators, and individual shareholders who care enough about making things work
better to make a difference. These are also our heroes. They include Kayla Gillan, Linda
Crompton, Carol Bowie, Peter Clapman, Stephen Davis, Olena Berg, Tom Horton,
Dale Hanson, Rich Koppes, Ned Regan, Tom Pandick, Harrison J. Goldin, Carol
O’Cleireacain, Patricia Lipton, Nancy Williams, Ned Johnson, Dean LeBaron, Dick
Schleffer, Janice Hester-Amey, Phil Lochner, the late Al Sommer, Cathy Dixon, Martin
Lipton, Ira Millstein and Holly Gregory, Luther Jones, Roland Machold, Michael Jacobs,
the late John and Lewis Gilbert, Peg O’Hara, Mort Kleven, Alan Lebowitz, Karla Scherer,
Kurt Schacht, Beth Young, Abbot Leban, Bill Steiner, Bob Massie, Tom Flanagan, Bill
McEwen, David Greene, Alan Towers, Ann Yerger, Anne Simpson, Alyssa Machold, Roger
Raber, Peter Gleason, Deborah Davidson, and Alan Kahn.
We are also especially grateful to our dear friends Sarah A.B. Teslik, Executive Director
of the Council of Institutional Investors, and Ralph Whitworth, of Relational Investors,
who provided the leadership, support, and intellectual foundation for most of the develop-
ments in this area over the past few years. We have also learned a great deal from scholars,
including Joe Grundfest, Charles Elson, Bernie Black, Mark Roe, and Jack Coffee. John
CGA01 08/09/2005 3:20 PM Page xvi

xvi ACKNOWLEDGMENTS

M. Nash and the late Jean Head Sisco, former Director and Chair of the National Association
of Corporate Directors, deserve special thanks for their labors in the field of governance.
We are grateful to those who permitted us to use their material in this book, which added
inestimably to its value. Thanks to Holly Gregory, Chancellor William Allen, Ira Millstein,
Shann Tumbull (apologies for failing to provide an appropriate credit in the first edition), Martin
Lipton, Jay Lorsch, Cyrus F. Freidheim, Hugh Parker, Oxford Analytica, Jeanne Patterson,
Paul Hodgson, Aaron Brown, Joe Grundfest, Jamie Heard, Sophie L’Helias, Howard Sherman,
Bruce Babcock, and Geoff Mazullo. Dave Wakelin was most generous with his time in bring-
ing us up to date on the Maine State Retirement System. Cathy Dixon guided us through
the thorny securities law issues with patience, good humor, and unbounded expertise. Beth
Young contributed the superb WorldCom case study and Paul Lee of Hermes allowed us to
use his equally superb case studies of Premier Oil and Trinity Mirror. We are deeply grateful.
Becky Lawler, Jessica Thomas, Michelle Gayton, Beth Young, Jackie Cook, and Paul
Hodgson of the Corporate Library were generous, knowledgeable, and completely
indispensable in giving us the latest data and analyses. Carol Bowie of IRRC gave us
important statistics about shareholder votes on compensation proposals. Ric Marshall,
our trusted colleague, developed the website that has made it possible for us to include
and update the book’s supporting materials. Manpower CEO Mitchell Fromstein was
most generous not only with useful material but also his own time. Newton Minow and
the late Stanley Frankel constantly sent us clippings and gave us thoughtful advice.
There is a special section of heaven for those who are willing to trudge through early
drafts and provide comments. Thanks very much to Margaret Blair, Alfred Conard, Wayne
Marr, Jane Zanglein, and Stu Gillan.
We want to thank our colleagues, including everyone at the three companies we have
worked at together: Institutional Shareholder Services, Lens, and the Corporate Library.
Barbara Sleasman is the finest professional with whom we have ever worked. Cheri Gaudet
was wonderfully diligent on updating and organizing the manuscript. We would also like
to thank the people at Blackwell’s, including Linda Auld, Rhonda Pearce, and Rosemary
Nixon. Alexandra Lajoux was a brilliant (and tactful) editor.

Note from Bob Monks: I sometimes feel like Samuel Taylor Coleridge’s famed wedding guest
“who stoppeth one of three” and proceeds to regale each with his memorable tale. In
view of my utter preoccupation with this book and its subject matter, I am profoundly
grateful for the civility and forbearance of friends and family and the love and understanding
of my wife – Milly – and partners – Barbara and Nell.

Note from Nell Minow: Thanks and love to my extended family, including all of the Minows
and Apatoffs; my friends Kathy and Andrew Stephen, Kristie Miller, Patty Marx, Jeff
Sonnenfeld, Jesse Norman, Tom Dunkel, Judy Viorst, Sarah Teslik, Adam Frankel, Judy
Pomeranz, Cynthea Riesenberg, the Klein and Marlette families, Nadine Prosperi,
Deborah Baughman, Jon Friedman, Desson Howe, Deborah Davidson, John Adams, Shannon
Hackett, David Drew, Beth Young, Ann Yerger, Terry Savage, Bill Pedersen, Gary Waxman,
Sarah Kavenaugh, Jane Leavy, Isabel Contreras, Steve Wallman, Sam Natapoff, Toby Kent,
Michael Kinsley, Parvané Hashemi, Ken Suslick, Ellen and Sandy Twaddell, Steve Friess,
Duncan Clark, Ellen Burka, Jim Richter, Michael Deal, and Stuart Brotman. Very special
thanks to two very special girls, Lauren Webster and Alison Anthes. Thanks, as ever, to
Bob Monks, the perfect partner.
Most of all, I want to thank my family – my children, Benjamin and Rachel, and my
husband, David, still the best person I know.
CGA02 08/09/2005 3:21 PM Page 1

INTRODUCTION

The importance of corporate governance became dramatically clear in 2002 as a series

of corporate meltdowns, frauds, and other catastrophes led to the destruction of billions of
dollars of shareholder wealth, the loss of thousands of jobs, the criminal investigation of
dozens of executives, and record-breaking bankruptcy filings. Seven of the 12 largest bankrupt-
cies in American history were filed in 2002 alone. The names Enron, Tyco, Adelphia,
WorldCom, and Global Crossing have eclipsed past great scandals like National Student
Marketing, Equity Funding, and ZZZZ Best. Part of what made them so arresting was
how much money was involved. The six-figure fraud at National Student Marketing seems
almost endearingly modest by today’s standards. Part was the colorful characters, from those
who were already well known, like Martha Stewart and Jack Welch, to those who became
well known when their businesses collapsed, like Ken Lay at Enron and the Rigas
family at Adelphia. Part was the breathtaking hubris – as John Plender says in his 2003
book, Going Off the Rails, “Bubbles and hubris go hand in hand.” And then there were
the unforgettable details, from the $6,000 shower curtain the shareholders unknowingly
bought for Tyco CEO Dennis Kozlowski to the swap of admission to a tony pre-school
in exchange for a favorable analyst recommendation on ATT at Citigroup.
Another reason for the impact of these stories was that they occurred in the context of
a falling market, a drop off from the longest, strongest bull market in US history. In the
1990s we saw billions of dollars of fraudulently overstated books at Cendant, Livent, Rite
Aid, and Waste Management, but those were trivial distractions in a bull market fueled
by dot.com companies. Those days were so heady and optimistic that you didn’t need to
lie. Why create fake earnings when an honest disclosure that you had no idea when you
were going to make a profit wouldn’t stop the avalanche of investors ready to give Palm
a bigger market cap than Apple on the day of its IPO?
But the most important reason these scandals became the most widely reported dom-
estic story of the year was the sense that every one of the mechanisms set up to provide
checks and balances failed at the same time.
All of a sudden, everyone was interested in corporate governance. The term was even
mentioned for the first time in the president’s annual State of the Union address. Massive
new legislation, the Sarbanes-Oxley Act, was quickly passed by Congress and the SEC
had its busiest rulemaking season in 70 years as it developed the regulations to implement
it. The New York Stock Exchange and NASDAQ proposed new listing standards that
would require companies to improve their corporate governance or no longer be able to
CGA02 08/09/2005 3:21 PM Page 2

2 INTRODUCTION

trade their securities. The rating agencies, S&P and Moody’s, who had failed to issue early
warnings on the bankrupt companies, announced that they would factor in governance
in their future analyses. Corporate governance is now and forever will be properly under-
stood as a element of risk – risk for investors, whose interests may not be protected by
ineffectual or corrupt managers and directors, and risk for employees, communities,
lenders, suppliers, and customers as well.
Just as people will always be imaginative and aggressive in creating new ways to make
money legally, there will be some who will devote that same talent to doing it illegally,
and there will always be people who are naive or avaricious enough to fall for it. Scam
artists used to use faxes to entice suckers into Ponzi schemes and Nigerian fortunes. Now,
they use e-mail. Or, sometimes, they use audited financial reports.
Were the scandals of 2002 any worse in scope or magnitude than they have ever been
before? Most of the focus has been on less than a dozen of the thousands of publicly traded
companies, and the overwhelming majority of executives, directors, and auditors are on
the level.
If the rising tide of a bull market lifts all the boats, then when the tide goes out some
of those boats are going to founder on the rocks. That’s just the market doing its inex-
orable job of sorting. Some companies (and their managers and shareholders) got a free
ride during the 1990s due to overall market buoyancy. If the directors and executives were
smart, they recognized what was going on and used the access to capital to fund their
next steps. If they were not as smart, they thought they deserved their success. If they
were really dumb, they thought it would go on for ever.
One factor that can make the difference between smart and dumb choices is corporate
governance. In essence, corporate governance is the structure that is intended to make
sure that the right questions get asked and that checks and balances are in place to make
sure that the answers reflect what is best for the creation of long-term, sustainable value.
When that structure gets subverted, it becomes too easy to succumb to the temptation to
engage in self-dealing.

Case in point: Should the Chicago

Cubs play night games?
Can CEOs decide not to pursue opportunities that will increase revenues? In 1968,
some shareholders of the Wrigley Corporation sued the company and its directors
for failing to install lights in Chicago’s Wrigley Field. The shareholders claimed that
the company’s operating losses for four years were the result of its negligence
and mismanagement. If the field had lights, the Cubs could play at night, when
revenues from attendance, concessions, and radio and television broadcasts were
the greatest. The shareholders argued that the sole reason for failing to install
the lights was the personal opinion of William Wrigley, the president of the com-
pany, that baseball was a daytime sport, and that night games would lead to a
deterioration of the neighborhood. “Thus,” the complaint concluded, “Wrigley and
the directors who acquiesced in this policy were acting against the financial welfare
of the Cubs in an arbitrary and capricious manner, causing waste of corporate
assets. They were not exercising reasonable care or prudence in the management
of the corporation’s affairs.”1
CGA02 08/09/2005 3:21 PM Page 3

INTRODUCTION 3

The court ruled against the shareholders. As long as the decision was made
“without an element of fraud, illegality, or conflict of interest, and if there was no
showing of damage to the corporation, then such questions of policy and man-
agement are within the limits of director discretion as a matter of business judg-
ment,” the court ruled (emphasis added).

Do you agree with this result? Should the management of a public corporation (a
company receiving capital from the public) be able to forgo additional returns to
shareholders on the basis of a CEO’s personal opinions about the company’s prod-
uct? How relevant are concerns about whether baseball should be played at night
and the impact on the neighborhood? More important, who is in the best posi-
tion to decide how relevant those concerns are? Does it affect your answer to
know that every other major league playing field had night games? Does it affect
your answer that Mr. Wrigley, at the time of this case, held 80 percent of the
company’s stock? If it does change your answer, how? And why?

Case in point: Should AT&T owners

pay for propaganda?
Is a corporation entitled to free speech? A Massachusetts statute prohibited cor-
porations from making expenditures to influence the vote on “any questions sub-
mitted to the voters, other than one materially affecting any of the property, business,
or assets of the corporation.” The law made it clear that this prohibition extended
to all tax issues, even those that did “materially affect” the company. The statute
was declared unconstitutional because it infringed the First Amendment rights of
the company to freedom of speech.2 Two justices of the Supreme Court who heard
a case raising some similar issues had opposite reactions.
Justice William Brennan did not want corporate management to use the
shareholders’ money to promote their ideas: “The State surely has a compelling
interest in preventing a corporation it has chartered from exploiting those who do
not wish to contribute to the Chamber’s political message. ‘A’s right to receive
information does not require the state to permit B to steal from C the funds that
alone will enable B to make the communication.’ ”3
Justice Anton Scalia thought it was worthwhile to bring ideas to the marketplace,
and he did not worry that the extra support for those ideas from the corporate
bank account would sway anyone otherwise unwilling to buy them: “The advocacy
of [AT&T or General Motors] will be effective only to the extent that it brings to
the people’s attention ideas which – despite the invariably self-interested and prob-
ably uncongenial source – strike them as true.”4

Do you agree with this result? What do you think was the rationale for such a
statute in the first place? Should the management of a public corporation be able
to use the shareholders’ money to express its views (or further its political agenda)
when those views may not be shared by the people who are paying the bill?
A corporation is an entity created by law that has some of the same rights as
individuals – does that include all of the freedom of speech rights granted to
individuals by the Constitution?
CGA02 08/09/2005 3:21 PM Page 4

4 INTRODUCTION

The Supreme Court has expanded the protections for the oxymoronic “commercial free
speech” since this ruling. In a 2002 case called Thompson v. Western States Medical Center,
the court invalidated a statute that prohibited the advertising of “compounded” drugs,
medications created for specific patients by combining two approved drugs. Because the
combined form of the drugs had not received FDA approval, the law permitting their
manufacture prohibited their being advertised. But the court found that the government
cannot legitimately deny the public truthful commercial information to prevent the
public from making bad decisions with the information. Why not? How does this fit
with the traditional justification for freedom of speech?
Authors Russel Mokhiber and Robert Weissman argue, “If the Court is going to jus-
tify commercial speech protections based on the public’s right to know, as opposed to the
speaker’s right to speak, it makes sense for the government to make determinations about
whether the commercial information actually will educate the public to advance public
policy goals. It is hardly a revelation that advertising contains promotional elements that
may drown out its educational benefits.”5
But the California Supreme Court found that Nike’s inaccurate reports about pay
and working conditions in its overseas factories were not protected as commercial speech,
even though they addressed what might be considered political matters rather than just
advertising its products. The intention of the statement was to encourage people to buy
sneakers, so the court ruled that they were entitled only to the narrower protection given
to advertising and other forms of commercial speech. The United States Supreme Court
has deferred its ruling pending further fact finding.

Case in point: Who pays the penalty

when babies drink sugar water?
How do you punish a corporation? The president and vice-president of Beech-Nut
admitted that they knowingly permitted adulterated apple juice to be sold for babies.
The babies who drank the juice, of course, had no way of knowing that the juice
was not right, and no way of communicating it if they did. The company pled guilty
to 215 counts of violating federal food and drug laws, and paid a $2 million fine.
According to the New York Times, its market share dropped 15 percent. The pres-
ident and vice-president were not fired. On the contrary – the company paid all of
their legal fees and their salaries until their appeals ran out. No one from the com-
pany ever went to jail or paid a fine out of his own pocket. On the witness stand,
one of the executives explained his decision to continue to market the adulterated
juice: “What was I supposed to do? Close down the factory?”

Is this the right result? What would be the result if the men involved had sold
adulterated apple juice from a street corner or a local store, without the pro-
tection of the corporate structure? Is it fair for the shareholders to pay the fine
in addition to suffering the reduction in share value? What was the executive sup-
posed to do? Once he found out that the juice was adulterated, should he have
closed down the factory? What reporting structure or incentive structure or set
of guidelines for employees would be most likely to achieve the best result? Who
will or should go to jail because of the frauds at Enron, Global Crossing,
WorldCom, Adelphia, and the others?
Other documents randomly have
different content
 “Out with it!” said Johnny, impatiently, “you’re afraid—what?”
“I’m afraid that’s what the priest and the Levite said,” finished
Tiny, slowly.
“What do you?—oh yes, I suppose you mean about the Good
Samaritan, and, ‘now which of these was neighbor?’ Is that what
you’re driving at?”
Tiny nodded again, even more earnestly than before.
“Now that’s very queer,” said Johnny, musingly, “but Jim said
almost exactly the same thing. He’s picked up a little lame fellow—
no relation to him at all, and no more his concern than anybody’s
else—and he’s keeping the boys off him, and behaving as if he was
the little chap’s grandmother, and I do believe it is all because of
things mamma has said to him. He doesn’t know about Ned Owen;
what he said was because I happened to catch him grandmothering
this little Taffy, as he calls him, but it was just exactly as if he had
known all about everything. It’s very well for him; he isn’t all mixed
up with the other bootblacks, the way I am with the boys at school,
and he can do as he pleases, but don’t you see, Tiny, what a mess I
should get myself into, right away, if I began to take up for that boy
against all the others?”
Tiny replied with what Johnny considered
needless emphasis,—
“I don’t see it at all, Johnny Leslie, and
what’s more, I don’t believe you do either! The
boys at school would only laugh at you, if the
worst came to the worst, and I’m pretty sure,
from things Jim has told mamma, that the kind
of boys he knows would just as lief kick him,
or knock him down, if they were big enough,
as to look at him! And if you’d stand up for
that poor little boy, I think some more of them would, too. Don’t you
remember, papa said boys were a good deal like sheep; that if one
went over the fence, the whole flock would come after him;
sometimes, I wish I could do something for that boy! I don’t see
how you can bear to let them all make fun of him, and never say a
word, when it made you so mad, that time, when those two dreadful
boys tried to hang my kitten. It seems to me it’s exactly the same
thing!”
Tiny’s face was quite red by the time she had finished this long
speech, and Johnny’s, though for a very different reason, was red
too. He had been angry with Tiny, at first, but before she stopped
speaking, his anger had turned against himself. She was a little
frightened at her own daring in “speaking up” to Johnny in this way,
but she soon saw that her fright was needless.
“Tiny,” he said, solemnly, after a rather long pause, “you can’t
expect me to wish I was a girl, you know, they do have such flat
times, but I will say I think its easier for them to be good than it is
for boys,—in some ways, anyhow,—and I think I must be the
beginning of a snob! You didn’t even look foolish the day mamma
took Jim with us to see the pictures, and we met pretty much
everybody we knew, and my face felt red all the time. I’m really very
much obliged to you for shaking me up. I shall talk it all out with
mamma, now, and see if I can’t settle myself. To think how much
better a fellow Jim is than I am, when I’ve had mamma and papa
and you, and he don’t even know whether he had any mother at
all!” And Johnny gave utterance to his feelings in something between
a howl and a groan. To his great consternation, Tiny burst into a
passion of crying, hugging him, and trying to talk as she sobbed.
When he at last made out what she was saying, it was something
like this,—
“I thought you were going to be mean and horrid—and you’re
such a dear boy—and I couldn’t bear to have you like that—and I
love you so—oh, Johnny!”
Johnny may live to be a very old man; I hope he will, for good
men are greatly needed, but no matter how long he lives, he will
never forget the feelings that surged through his heart when he
found how bitter it was to his little sister to be disappointed in him.
He hugged her with all his might, and in a very choked voice he told
her that he hoped she’d never have to be ashamed of him again—
that she shouldn’t if he could possibly help it.
And after the talk with his mother that night, he hunted up the
“silken sleeve,” which he had worn until it was threadbare, and then
put away so carefully that he had a hard time to find it. It was too
shabby to be put on his hat again, but somehow he liked it better
than a newer one, and he stuffed it into his jacket, when he dressed
the next morning, about where he supposed his heart to be. He
reached the schoolhouse a few minutes before the bell rang, and
found everybody but Ned Owen laughing and talking. He was sitting
at his desk with a book, on which his eyes were intently fixed, held
before him, but his cheeks were flushed, and his lips pressed tightly
together.
Johnny did not hear anything but a confusion of voices, but he
could easily guess what the talk had been about. He walked straight
to his desk, and, laying his hand with apparent carelessness on
Ned’s shoulder, he glanced down at the open history, saying, in his
friendliest manner, which was very friendly,—
“It’s pretty stiff to-day, isn’t it? I wish I could reel off the dates the
way you do, but every one I learn seems to drive out the one that
went in before it!”
The flush on Ned’s face deepened, and he looked up with an
expression of utter astonishment, which made Johnny tingle with
shame from the crown of his head to the soles of his feet. And
Johnny thought afterward how, if the case had been reversed, he
would have shaken off the tardy hand and given a rude answer to
the long-delayed civility.
Ned replied, very quietly,—
“It is a little hard to-day, but not half so hard as—some other
things!”
And just then the laughing and talking suddenly stopped, for Mr.
Lennox opened the door, but Johnny had already heard a subdued
whistle from one quarter and a mocking “Since when?” from
another, and, what, was worse, he was sure Ned had heard them
too.
To some boys it would have been nothing but a relief to find that,
as Tiny had suggested, Ned’s persecutors were very much like
sheep, and, with but few exceptions, followed Johnny’s lead before
long, and made themselves so friendly that only a very vindictive
person could have stood upon his dignity, and refused to respond.
Ned was not vindictive, but he was shy and reserved; he had been
hurt to the quick by the causeless cruelty of his schoolmates, and it
was many days before he was “hail fellow well met” with them,
although he tried hard not only to forgive, but to do what is much
more difficult—forget.
As for Johnny, when he saw how, after a trifling hesitation, a few
meaningless jeers and taunts, the tide turned, and Ned was taken
into favor, his heart was full of remorse. It seemed to him that he
had never before so clearly understood the meaning of the words,
“Inasmuch as ye did it not to the least of these My brethren, ye did
it not to Me.”
Some one has likened our life to a journey; we keep on, but we
can never go back, and, as “we shall pass this way but once,” shall
we not keep a bright lookout for the chances to help, to comfort, to
encourage? How many loads we might lighten, how many rough
places we might make smooth for tired feet! Not a day passes
without giving us opportunities. Think how beautiful life might be
made, and, then,—think what most of us make of it! Travellers will
wander fearlessly through dark and winding ways with a torch to
light their path, and a slender thread as a clue to lead them back to
sunlight and safety. The Light of the World waits to “lighten our
darkness, that we sleep not in death.” If we “hold fast that which is
good,” we have the clue.
 CHAPTER XI.
BATTLE AND VICTORY.

t’s a queer world, and no mistake.”

Jim looked unusually grave, as he gave
Johnny the benefit of these words of
wisdom. Johnny was on his way home from
school, and he had stopped to show Jim a
certain knife, about which they had
conversed a good deal, at various times. It
had four blades, one of them a file-blade; it
was strongly made, but pretty too, with a nice smooth white handle,
and a little nickel plate on one side, for the fortunate owner’s name.
They had first made its acquaintance from the outside of a shop-
window, where it lay in a tray with about a dozen others of various
kinds, all included in the wonderful statement,—
“Your choice for fifty cents!”
Johnny and Jim had both chosen
immediately, but as Johnny, who was
beginning to take an interest in politics,
remarked, it was one thing to nominate a
knife, and quite another to elect it! A slight
difficulty lay in the way of their walking
boldly into the store, and announcing their choice; neither of them
had, at that precise moment, floating capital to the amount of fifty
cents!
“And some fellow who has fifty cents will be sure to snap up such
a bargain before the day’s over,” said Johnny, mournfully. “What fun
it must be to be rich, Jim; just to walk into a store when you see
anything you like, and say, ‘I’ll take that,’ without even stopping to
ask how much it is.”
“Yes, it sounds as if it would be,” said Jim, “but though I can’t
exactly say that I’m intimate with many of ’em, it does seem to me,
looking at it from the outside, as it were, that they get less sugar for
a cent than some of us ’umble sons of poverty do!”
And Jim winked in a manner which Johnny admired all the more
because he was unable to imitate it.
“I don’t see how you can tell,” said Johnny, “and I think you must
be mistaken, Jim.”
“Well now, for instance,” replied Jim, who delighted in an
argument, “I’m taking what the newspaper-poetry-man would call an
ever-fresh delight in those three jolly warm nightshirts your mother
had made for me. I’d never have saved the money for ’em in the
world, if she hadn’t kept me up to it, and I feel as proud as Cuffee,
every time I put one on, to think I paid for every stitch of it—I can’t
help feeling sort of sorry that it wouldn’t be the correct thing to wear
them on the street. Now do you suppose your millionaire finds any
fun in buying nightshirts? I guess not! And that’s only one thing out
of dozens of the same sort. See?”
“Yes,” answered Johnny, thoughtfully, “I see what you mean; I
didn’t think of it in that way, before. But, all the same, I’d be willing
to try being a millionaire for a day or two. And I do wish the fellow
in there would kind of pile up the other knives over that white one
till I can raise money enough to buy it!”
It is needless to say that the shopkeeper did not act upon this
suggestion—perhaps because he did not hear it; and yet, by some
singular chance, day after day passed, and still the white-handled
knife remained unsold. And then Johnny’s uncle came to say
goodbye, before going on a long business journey, and just as he
was leaving, he put a bright half dollar in his nephew’s hand, saying,
—
 “I’ll not be here to help keep your birthday this year, my boy, so
will you buy an appropriate present for a young man of your age
and inches, and give it to yourself, with my love?”
Would he? Uncle Rob knew all about that knife, in less than five
minutes, and then, as soon as he was gone, Johnny begged hard to
be allowed to go out after dark, “just this once,” to secure the knife;
he felt so entirely sure that it would be gone the next morning!
But it was not. And its presence in his pocket, during school hours,
had a rather bad effect upon his pursuit of knowledge. On his way
home, as I have said, he stopped to show his newly-acquired
treasure to Jim, and he was a little disappointed that Jim did not
seem more sympathetic with his joy, but simply said, thoughtfully,—
“It’s a queer world, and no mistake!”
 THE NEW KNIFE.

“I don’t see anything so very queer about it, myself,” said Johnny,
contentedly, adding, with a little enjoyment of having the best of it,
for once, with Jim, “papa says, that if we think more than two
people are queer to us, we may be pretty sure that we are the queer
ones, and that the rest of the world is about as usual—at least,
that’s the sense of what he said; I don’t remember the words
exactly.”
“I wasn’t thinking of myself just then, for a wonder!” said Jim,
with the slightly mocking expression on his face which Johnny did
not like. “It’s a good enough world for me, but when I see a little
chap like Taffy getting all the kicks and none of the halfpence, I
don’t know exactly what to think. He’s taken a new turn, lately;
twisted up with pain, half the time, and as weak as a kitten, the
other half.”
“Where is he, anyhow?” asked Johnny.
“Well,” said Jim, turning suddenly red under his coat of tan, “I’ve
got him round at my place. The fact is, it was too unhandy for me to
go and look after him at that other place; it was noisy, too. He didn’t
like it.”
Several questions rose to Johnny’s lips, but he repressed them; he
had discovered that nothing so embarrassed Jim as being caught in
some good work. So he only asked,—
“But how did my new knife make you think of Taffy?”
“Oh, never mind!” and Jim began to walk away.
“But I do mind!” said Johnny, following him and catching his arm.
“And I do wish you wouldn’t think it is smart to be so dreadfully
mysterious. Come, out with it!”
“Very well, then,” said Jim, stopping suddenly, “if you don’t like it,
maybe you’ll know better another time. It made me think of him
because I have been meaning to buy him one of those knives as
soon as I could raise the cash, but I’ve had to spend all I could make
lately for other things. The little chap keeps grunting about a knife
he once found in the street, and lost again; and he seems to fancy
that when he’s doing something with his hands he don’t feel the pain
so much. He cuts out pictures with an old pair of scissors I
happened to have, whenever I can get him any papers, but he likes
best to whittle, and he broke the last blade of that old knife of mine
the other day; he’s been fretting about it ever since. I’m glad you’ve
got the knife, Johnny, since you’re so pleased about it, and wanted it
so, but I couldn’t help thinking—” and here Jim abruptly turned a
corner, and was gone before Johnny could stop him.
“I should just like to know what he told me all that yarn for!” said
Johnny to himself; a little crossly. “He surely doesn’t think I ought to
give my knife, my new knife, that uncle Rob gave me for a birthday
present, to that little Taffy? Why, I don’t even know him!”
And Johnny tried to banish such a ridiculous idea from his mind at
once. But somehow it would not be banished. The thought came
back to him again and again; how many things he had to make life
sweet and pleasant to him; how few the little lonely boy, shut up all
day in Jim’s dingy bed room, the window of which did not even look
on a street, but on a narrow back yard, where the sun never shone.
The more he thought of it, the more it appealed to his pity. And here
was a chance,—but no, surely people could not be expected to make
such sacrifices as that.
He managed to shake off the troublesome thought for a few
minutes, when he showed the knife to his mother and Tiny. They
both admired it to his heart’s content, and said what a bargain it
was, and what a wonder that nobody had bought it before, and
what a suitable thing for him to buy for Uncle Rob’s birthday present
to him. But, when he went up to his room, the question again forced
itself upon him, and would not be shaken off. Over and over again in
his mind, as they had done that other time, the words repeated
themselves,—
“And who is my neighbor?”
He did not see Jim again for several days, and this made him
unreasonably angry. It seemed to him that Jim had taken things for
granted altogether too easily. How did Jim know that he, Johnny,
was not waiting for a chance to send the knife to poor little Taffy?
 But was he? He really hardly knew himself until one day when, by
dint of hard running, he caught Jim, and asked him,—
“See here! How’s that little chap, and what’s gone with you
lately?”
“He’s worse,” said Jim, gruffly, “and I’m busy—that’s what’s gone
with me. I can’t stop, I’m in a hurry.”
“Oh, very well!” said Johnny, in an offended tone. “I thought we
were friends, Jim Brady, but I’ll not bother you any more. Goodbye.”
“Johnny,” said Jim, putting his hand on Johnny’s shoulder as he
spoke, “can’t you make any allowance for a fellow’s being in trouble?
I can’t stop now, I really and truly can’t, but I’ll be on the corner by
the library this afternoon, and if you choose to stop, I’ll talk all you
want me to.”
“All right, I’ll come,” said Johnny, his wounded self-love forgotten
at sight of Jim’s troubled face.
He hurried home, and, with the help of an old table knife, he
managed to work ten cents out of the jug that he had “set up” for a
Christmas present fund. With this he bought the largest picture
paper he could find for the money. Then he gathered together a
handful of pictures he had been saving for his scrap book, wrapped
the knife first in them, then in the large paper, and then tied the
whole up securely in a neat brown paper parcel.
When he saw Jim that afternoon he asked him as cautiously as he
could about Taffy’s needs, and at last he said,—
“Jim, why haven’t you told mamma about him, and let her help
you?”
“It seemed like begging. I didn’t like—” and Jim stopped, looking
very much embarrassed.
“Well, I mean to tell her as soon as I go home,” said Johnny,
resolutely, “for I know she’ll go and see him, and have something
done to make him better, and—Jim, I must go now, but will you
please give this to Taffy, with my love?”
And, putting the parcel in Jim’s hand, Johnny turned, and ran
home.
But was he really the same Johnny? Had wings grown on his feet?
Had his heart been suddenly changed into a feather? He whistled,
he sang, he stopped to turn somersets on the grass in the square.
No one but his Captain had known of the battle. None, but the Giver
of it, knew of the victory.
 CHAPTER XII.
FASTING.

ohnny had been talking to his mother, as he

often talked, about a Bible verse which he
did not fully understand—
“But thou, when thou fastest, anoint thine
head and wash thy face, that thou appear
not unto men to fast, but unto thy Father
which seeth in secret,”—and she had told
him that a sacrifice, to be real and whole-
hearted, must be made not only willingly, but cheerfully; “not
grudgingly, or of necessity, for God loveth a cheerful giver.”
“I don’t wonder at all at that, mamma,” Johnny had replied, “when
you think how hateful it is to have people do things for you as if they
didn’t wish to. I’d rather go without a thing, than take it when
people are that way.”
“Yes,” said Mrs. Leslie, “people do sometimes say ‘oh bother’ when
‘certainly’ would be more appropriate,”—Johnny laughed, but he
blushed a little, too—“and ‘directly,’ or ‘in a minute,’” continued his
mother, “when it would be more graceful, to say the least of it, to go
at once, without any words. We forget too often that ‘even Christ
pleased not Himself,’ and we fret over the disturbing of our own little
plans and arrangements, as if we were all Great Moguls.”
“You don’t, mammy,” and Johnny kissed his mother in the
particular spot, just under her chin, where he always kissed her
when he felt unusually affectionate.
“Oh, yes I do, dear, oftener than you know,” said Mrs. Leslie, “but
I am trying all the time, and when I am nearly sure that I am going
to be cross, I go away by myself, if I can, for a few minutes, where I
can fight it out without punishing any one else, and when I can’t do
that, I ask for strength just to keep perfectly still until pleasant
words will come.”
“You’ve been practising so long, mamma,” said Johnny, wistfully,
“that you’re just about perfect, I think; but I don’t believe I will be, if
I live to be as old as Methusaleh! I wish I had some sort of an
arrangement to clap on the outside of my mouth, that would hold it
shut for five minutes!”
“But don’t you see, dear,”—and Mrs. Leslie laughed a little at
Johnny’s idea—“that if you had time to remember to clap on your
‘arrangement,’ you would have time to stop yourself in another and
better way?”
“Yes, mamma, I suppose I should,” admitted Johnny, “but it
somehow seems as if the other way would be easier, especially if I
had the ‘arrangement’ somewhere where I could always see it.”
“But don’t you remember, dear,” said his mother, “that even after
Moses lifted up the brazen serpent, the poor Israelites were not
saved by it unless they looked up at it? That came into my mind the
other day when we were playing the new game—‘Hiding in plain
sight,’ you know. Every time we failed to find the thimble, it was in
such ‘plain sight’ that we laughed at ourselves for being so stupid,
and then I thought how exactly like that we are about ‘the ever-
present help.’ It is always ready for us, and then we go looking
everywhere else, and wonder that we fail! And I think you would
find it so with your ‘arrangement.’ You would see it and use it,
perhaps, for a day or two, and then you would grow used to it, and
it would be invisible to you half the time, at least.”
This game of “Hiding in plain sight” was one which Ned Owen had
recently taught them, and it was very popular both at school and in
the different homes. A thimble was the favorite thing to hide; all but
the hider either shut their eyes or went out of the room, while he
placed the thimble in some place where it could be very plainly seen
—if one only knew where to look for it! Sometimes it would be on a
little point of the gas fixture; sometimes on top of a picture-frame or
mantel-ornament, and then the hider generally had the pleasure of
seeing the seekers stare about the room with puzzled faces, and
finally give it up, when he would point it out triumphantly, and they
would all exclaim at their stupidity.
The rule was, that if any one found it, he
was merely to say so, and not to point it
out to the rest.
Johnny was very much impressed with
his mother’s comparison, and resolved, as
he said to himself, to “look sharper” for the
small chances of self-denial which come to
all of us, while large chances come but to
few, or only at long intervals. There was a poem of which Mrs. Leslie
was very fond, and which Tiny and Johnny had learned just to
please her, which had this verse in it:—

“I would not have the restless will

That hurries to and fro,
Seeking for some great thing to do,
Or secret thing to know.
I would be dealt with as a child,
And guided where to go.”

And another verse ended with,—

“More careful, than to serve Thee much,

To please Thee perfectly.”

Tiny and Johnny were given to “making believe” all sorts of

startling and thrilling adventures, in which they rescued people from
avalanches, and robbers, and railway-accidents; and, to do Tiny
justice, all this making believe did not in the least interfere with the
sweet obedience and thoughtfulness for the comfort of others which
marked her little life every day. She was much more practical than
Johnny was, and would never have thought of these wonderful
“pretends” by herself, but she was always ready to join him in
whatever he proposed, unless she knew it to be wrong, and he was
quite proud of the manner in which she had learned from him to
invent and suggest things in this endless game of “pretending.”
But while it did her no harm
at all, I am afraid it sometimes
made Johnny feel that the small,
everyday chances which came in
his way were not worth much,
and this was why his mother
had made her little suggestions about self-denial. So, though Johnny
still hoped that he could think of, or discover, some “great thing,” he
resolved to be very earnest, meanwhile, in looking out for the small
ones.
He had just begun to study Latin, and it was costing him many
groans, and a good deal of hard work. He did not exactly rebel
against it, for he knew how particularly his father wished him to be a
good Latin scholar, but he expressed to Tiny, freely and often, his
sincere wish that it had never been invented.
He went back to school immediately after dinner, one day, in order
to “go over” his lesson once more. He had studied it faithfully the
afternoon before, but one great trouble with it was that it did not
seem to “stay in his head” as his other lessons did when he learned
them in good earnest.
“It’s just like trying to hang your hat up on nothing, mamma,” he
said, mournfully, as he kissed his mother goodbye.
He had counted on having the schoolroom entirely to himself, so
he felt a little vexed when he saw one of the smaller boys already at
his desk in a distant corner, and his “Hello, Ted! What’s brought you
back so early?” was not so cordial as it was inquiring.
He realized this, and felt a little ashamed of himself when Ted
answered, meekly,—
“I didn’t think I’d be in anybody’s way, Johnny, and if I don’t know
my map questions this afternoon, I’ve got to go down to the lower
class!”
The little boy’s face looked very doleful as he said this; it would
not be pleasant to have his stupidity proclaimed, as it were, in this
public manner. Not that his teacher was doing it with any such
motive as this. Teddy had missed that particular lesson so frequently,
of late, that Mr. Lennox was nearly sure it was too hard for him, and
that it would be only right, for Teddy’s own sake, to put him in a
lower class; and this was why, if to-day’s lesson, which was
unusually easy, proved too hard for him, the change was to be
made.
“You’re not in my way a bit, Ted,” said Johnny, heartily, “and this
bothering old Latin is as hard for me as your map questions are for
you, so we’ll be miserable together—‘misery loves company’ you
know.”
With that Johnny sat down and opened his book, but his mind,
instead of settling on the lesson, busied itself with the unhappy little
face in the corner.
“But if I go over there and help him,” said Johnny, to himself,
almost speaking aloud in his earnestness, “I’ll miss my own lesson,
sure!”
“And suppose you do,” said the other Johnny, “you will only get a
bad mark in a good cause, but if Teddy misses his, he will be
humiliated before the whole school.”
“But papa doesn’t like me to have bad marks.”
“Don’t be a mean little hypocrite, Johnny Leslie! If your father
knew all about it, which would he mind most, a bad mark in your
report, or a worse one in your heart? And besides, you’ve twenty-
five minutes, clear. You can do both, if you’ll not be lazy.”
That settled it—that, and a sort of fancy that he heard his mother
saying,—
“Even Christ pleased not Himself.”
He sprang up so suddenly that Teddy fairly “jumped,” and went
straight over to the corner, saying, as he resolutely sat down,—
“Here, show me what’s bothering you, young man, and perhaps I
can help you. Don’t stop to palaver—there’s no time!”
But Teddy really couldn’t help saying,—
“Oh, thank you, Johnny!” and then he went at once to business.
“It’s all the capitals,” he said, “I can learn them fast enough, when
I’ve found them, but it does seem to me that the folks who make
maps hide the capitals and rivers and mountains, on purpose. Now,
of course Maine has a capital, I s’pose, but can you see it? I can’t, a
bit.”
“Why, here it is, as plain as the nose on your face,” said Johnny,
and put his finger on it without loss of time.
Teddy screwed up his eyes and forehead as he looked at the map,
saying finally,—
“So it is! I saw that, but it looked like ‘Atlanta,’ and I didn’t see the
star at all.”
This was repeated with almost every one; Teddy was unusually
quick at committing to memory, but he made what at first seemed to
Johnny the most stupid blunders in seeing. However, the lesson was
learned, or rather, Teddy was in a fair way to have it learned, and
Johnny was back at his Latin, fifteen minutes before the bell rang.
And, to his astonishment, the Latin no longer refused to be
conquered. He had done good work at it, the day before, better
work than he knew, and now, feeling how little time he had left, he
studied with unusual spirit and resolution. When the bell rang, he
was quite ready for it, and his recitation that afternoon was entirely
perfect, for the first time since he began that terrible study. He did
not know how much more he had gained in the conquest of his
selfishness; but all large victories are built upon many small ones,
and the same is, if possible, even truer of all large defeats. Habit is
powerful, to help or to hinder.
And a most unexpected good to little Ted grew out of that day’s
experience; one of the things which prove, if it needs proving, that
we never can tell where the result of our smallest words and deeds
will stop. One of Johnny’s young cousins had recently been suffering
much from head-ache, which was at last found to be caused wholly
by a defect in her eyes. They saw unequally, and a pair of spectacles
remedied the defect and stopped the head-ache, beside affording
much enjoyment for the cousinhood over her venerable appearance.
Johnny was puzzling over Teddy’s apparent stupidity in one way, and
evident brightness in another, when he suddenly remembered his
cousin Nanny, and clapped his hands, saying to himself as he did so,
—
“That’s it, I do believe! He can’t see straight!”
Johnny lost no time in suggesting this to Teddy, who, in his turn,
spoke of it to his mother. She had already begun to notice the
strained look about his eyes, and she took him at once to an oculist.
The result was, that he shortly afterward appeared in a pair of
spectacles, and told Johnny with some little pride,—
“The eye doctor says that, as far as
seeing goes, one of my eyes might about as
well have been in the back of my head; and
it seems queer, but everything looks
different—I didn’t know so many things
were straight! And you won’t catch me missing my map questions
any more! Why, the places seem fairly to jump at me, now. And—
and—I do hope I can do something for you before long, Johnny, for
it’s all your doing, you know. If you hadn’t helped me that day,
there’s no telling when I’d have found it out.”
 “Don’t you worry about doing something for me, Ted,” said
Johnny, kindly. “You’ve done enough, just putting on those
spectacles. You look exactly like your grandfather seen through the
wrong end of a spyglass!”
 CHAPTER XIII.
A CHANCE FOR A KNIGHTLY DEED.

fter that first perfect Latin lesson, Johnny’s

road to success seemed in a measure
broken, and though he by no means
achieved perfection every time, his failures
were less total and humiliating, day by day,
and, to use his own beautiful simile about
the hat, he began to find “pegs” in his head
whereon he could hang his daily stint of
Latin. But it was still hard work; there was
no denying that; and if his affection for his father had not been very
strong and true, the task would have been still more difficult. But
somehow, whenever Mr. Leslie came home looking more tired than
usual, or turned into a joke one of the many little acts of self-denial
and unselfish courtesy which helped to make his home so bright, it
seemed to Johnny that it would be mean indeed to grumble over
this one thing, which he was doing to please his father.
He had been much impressed
by the manner in which he had
learned that first perfect lesson,
for, on the previous Sunday,
when he had recited the verses
which told how the five barley loaves and two small fishes had fed
the hungry multitude in the wilderness, he had thought, and said,
that it must have been easier for those people who saw the Master
perform such miracles, to follow him, than it was now for those who
must “walk by faith” entirely, with no gracious face and voice to
draw them on.
 His mother did not contradict him, just then; she rarely did, when
he said anything like that; she preferred to wait, and let him find out
for himself, with more or less help from her. So she only answered,
this time,—
“Was the thimble really hidden last night, Johnny? You know I was
called away before anybody found it, and you were all declaring that
this time, you were sure, it couldn’t be ‘in plain sight.’”
Johnny laughed, but he looked a little foolish, too, as he
answered,—
“Why no, mamma—it was perched on the damper of the stove. I
declare, that game puzzles me more and more every time we play it;
I might as well be an idiot and be done with it! But what made you
think of that just now, mamma dear?”
“I suppose it came into my mind because I want you to look a
little harder before you let yourself be quite certain about the
miracles,” replied his mother, “and I will give you a sort of clue. You
know papa’s business is a very absorbing one, and you often hear
people wondering how he finds time for all the other things he does,
but I never wonder; it seems to me that he gives all his time to the
Master, and that he is so free from worrying care—so sure he will
have time enough for all that is really needful, that he loses none in
fretting or hesitating; he just goes right on. There is a dear old
saying of the Friends that I always like—‘Proceed as the way opens.’
Now if you will think about it, and about how uses for money, and
for all our gifts and talents, come in some way to all who are in
earnest about using them rightly, perhaps you will see what I mean.
‘A heart at leisure from itself’ can do a truly wonderful amount of
work for other people.”
A dim idea of his mother’s meaning had come into Johnny’s mind,
even then, and suddenly, after he had done work which he had
thought would fill half an hour, in fifteen minutes, a flash of light
followed, and he “saw plainly.”
 I cannot tell you of all the small chances which came to him daily,
but many of them you can guess by looking for your own. He tried
hard to remember what his mother had said about willing service
and cheerful giving. “Oh bother!” was not heard very often, now,
and when it was, it was generally followed speedily by some “little
deed of kindness” which showed that it had been repented of.
He was rushing home from school one day in one of his
“cyclones,” as Tiny called the wild charges which he made upon the
house when he was really in a hurry. It was a half-holiday, and most
of the boys had agreed to go skating together, just as soon as some
ten or fifteen mothers could be brought within shouting distance.
The ice was lasting unusually late, and the weather was delightfully
clear and cold, but everybody knew that a thaw must come before
long, in the nature of things, and everybody who skated felt that it
really was a sort of duty to make the most of the doomed ice, while
it lasted.
Johnny was like the Irishman’s gun in one respect—he could
“shoot round a corner;” but he did not always succeed in hitting
anything, as he did to-day. The anything, this time, happened to be
Jim Brady, and as Jim was going very nearly as fast as Johnny was,
neither had breath enough left, after the collision, to say anything
for at least a minute. Then Jim managed to inquire, between his
gasps,—
“Any lives lost on your side, Johnny?”
“No, I b’lieve not,” said Johnny, rather feebly, and then they both
leaned against the fence, and laughed.
“I was coming after you, Johnny,” began Jim, and then he stopped
to breathe again.
“Well, you found me!” said Johnny, who, being smaller and lighter
than Jim, was first to recover from the shock, “but tell me what it is,
please, quick, for I’m in a hurry!”
And almost without knowing that he did so, he squared his elbows
to run on again. Jim saw the motion, and his face clouded over.
 “I can’t tell you everything I had to say in half a second, so I’ll not
bother you; maybe, I can find somebody else,” and Jim began to
walk off.
Johnny sprang after him, caught his arm, and gave him a little
shake, saying as he did so,—
“See here, Jim Brady, if you don’t stop putting on airs at me like
this, I’ll—I’ll—” and he stopped for want of a threat dire enough for
the occasion.
“I would,” said Jim, dryly, “but if I were you, I’d find out first what
airs was—were—and who was putting ’em on. I see you’re in a
hurry, and I’m sorry I stopped you. Let go of my arm, will you?”
“No, I won’t!” said Johnny, “so there now! And if you won’t be
decent, and turn ’round, and walk towards home with me, why, I’ll
walk along with you till you tell me what you were going to say. I
never did see such a—” and again Johnny stopped for want of a
word that suited him.
Jim made no answer, and his face remained sullen, but he turned
at once, and the two walked on arm in arm, toward Johnny’s home.
“Well,” said Johnny, presently, “we’re ’most there. Are you going to
say anything?”
“I wouldn’t, if it was for myself—not if you hung on to me for a
week!” and Jim’s face worked; Johnny even thought his voice
trembled a little.
“Taffy’s sick,” continued Jim, “and I can’t find out what ails him.
He says he don’t hurt anywhere, but he won’t eat, and as far as I
can make out he don’t sleep much, and he feels as if he was red
hot. And all he cares for is when I am with him evenings, and read
to him. That old Turkess where I have the room sort of looks after
him; she knows I’ll look after her if she doesn’t! But it must be
lonesome for the little chap all day, and yet I daresn’t lose any more
time with him than I do now, or I wouldn’t have the money—I mean
—oh, I can’t leave my business for anybody! And I thought, maybe,
you’d give him an hour two or three times a week, Johnny; so I set
a fellow to mind my stand, and if you can come, and your mother
doesn’t mind, I’ll show you the way.”
Johnny was silent a moment. How the sun shone, and how the
pond sparkled and glittered! Three or four of the boys, at a distant
street corner, beckoned frantically to him with their skates, to hurry
him.
Perhaps you think Johnny must have been very selfish, to hesitate
even for a moment, but then, you know, you are looking at him, and
not at yourself! Before Jim’s sensitive pride had time to take fire
again, the answer was ready.
“I’ll do it, Jim,” said Johnny, cordially, “if you’ll wait half a second
till I ask mamma—she always likes to know where I am.”
“Thank you,” said Jim, briefly, and then, with a sudden thought,
he asked,—
“Have you had your dinner yet?”
“Why no! I forgot all about it!” and Johnny suddenly realized that
he was alarmingly hungry.
“You see,” he added, “I had a big sandwich at
recess, and somebody gave me an apple, so I
can just ask mamma to save me something, and
go right along with you; you can’t be away from
your stand all the afternoon, I suppose.”
“You’ll do nothing of the kind!” said Jim, firmly,
“I’ll wait for you out here, so go in, and eat as
much as you can hold. I’m in no hurry
whatsomever!”
And Jim leaned against the fence with as much
composure as if the keen March wind had been a June zephyr.
He felt a little surprise, however, when Johnny, without another
word, marched into the house and left him there; a surprise which
did not last long, for in less than five minutes, Mrs. Leslie’s hand was
on his shoulder, and she was gently pushing him up the steps, and
into the dining-room.
“Oh please, Mrs. Leslie!” and Jim’s face grew suddenly red, “I’m
not fit. I didn’t wait to fix up—I’m not a bit hungry!”
His distress was so evidently real, that Mrs. Leslie paused, half
way to the table.
“I’ll compromise,” she said, laughing, “since you are too proud to
come in anything but full dress, you shall hide yourself here, and
we’ll pretend you didn’t come in at all!”
She opened the door into the neat, cosey
inner kitchen. No one was there, and Jim
sat down by the fire with a feeling of great
relief. For dinner had just been put on table,
in the dining-room; Tiny, in spotless white
apron and shining yellow curls, stood by her
chair, and he murmured to himself,—
“I’d ’a’ choked to death, first mouthful!”
The dining-room door was not quite
closed, and presently he heard Tiny saying,—
“Oh, please let me, mamma! I want to—please!”
And then she came softly in with a tempting plate of dinner, which
she set upon the table.
“There!” she said, “there’s some of everything there, except the
pudding, and I’ll bring you that when we have ours. I’m so glad you
came to-day, because there’s a Brown Betty. I think you’d better sit
this way, hadn’t you? Then you can look at the fire; it looks nice,
such a cold day.”
It was all said and done with such simple sweetness and good-
will, that Jim’s defences gave way at once.
 “Thank you, Miss Tiny,” he said, with the grave politeness which
never failed him when he spoke either to her or to her mother, and
he sat down at once in the place she had chosen—for worlds he
would not have wounded that gentle spirit. And he found it no
hardship, after all, to eat the dinner she had brought him; what
“growing boy” could have resisted it?
After dinner, when the comforting food
had done more than he knew to put him in
good-humor, Mrs. Leslie asked him many
questions about Taffy, filling a basket as she
talked, with jelly and delicate rusks and
oranges. A few of the questions were by
way of making sure that the place was a
safe one for Johnny. She meant to go
herself, the next day, to see the little boy,
but she did not wish to interfere to-day with
the arrangement which Jim had made. So the two boys went off
together, and Jim, sure now of Johnny’s good-will, and a little
ashamed of his own “cantankerousness,” as he called it to himself,
talked about Taffy all the way, but only as they neared the door of
the dreary lodging-house did Jim succeed in saying what lay nearest
his heart.
“I haven’t told you the worst of it, Johnny,” he said, in a troubled
voice, from which all the usual mocking good-nature was gone, “the
little chap has somehow found out that he’s dying, and—he’s afraid!”
There was no time for more; they were already on the stairs, and
Johnny gave a sort of groan; who was he to comfort that little
trembling soul?
“Oh,” he thought, “if mamma were only here!”
 CHAPTER XIV.
THE VALLEY OF THE SHADOW.

he room they entered was much more neat

and clean than Johnny had expected to find
it, and there was even some attempt at
decoration, in the way of picture cards and
show bills tacked upon the dingy walls. A
stove, whose old age and infirmities were
concealed by much stove-blacking, held a
cheerful little fire, and the panes of the one
window were bright and clear. The bed,
which looked unpleasantly hard, and was scantily furnished, had
been pulled to a place between the fire and the window, and Taffy,
sitting up against a skilfully arranged chair-back and two thin pillows,
looked eagerly towards the door as it opened. The sharp, thin little
face brightened with a smile, as he saw Jim, but he did not speak.
“Taffy,” said Jim, gently, “here’s Johnny
Leslie. He’s come to see you, and read to
you a little bit. He’s Miss Tiny’s brother, you
know, and Mrs. Leslie’s son. Won’t you
shake hands with him?”
Taffy held out his hand, nodding to
Johnny with much friendliness.
“Oh, yes,” he said, in a voice so low and
hoarse that Johnny bent nearer to catch his
meaning. “I’ll shake hands with him; I
thought it was some strange boy, but that’s different.”
“And see,” continued Jim, opening the basket, and setting out the
things upon a rough pine table, which held a pitcher of water and a
 tumbler, two or three medicine bottles, a
very small orange, and a big red apple,
which Johnny recognized; he had given it to
Jim a day or two ago. The little fellow’s
eyes sparkled as he saw the pretty eatables
come out of the basket, one after another,
and he stroked the glass which held the
bright-colored jelly, saying hoarsely,—
“That’s pretty, that is. His folks must be
rich,” and he nodded toward Johnny.
“I must go now,” Jim said, not noticing this last remark of Taffy’s,
“but Johnny will stay awhile, and after that it won’t be long till I’m
home. Be a good boy, and don’t bother Johnny; he’s not used to you
like I am.”
Jim went, with a very friendly goodbye; and Johnny was left alone
with Taffy, who eyed him shyly, but did not speak.
“Wouldn’t you like some of this jelly?” asked Johnny, hastily; “I
can put some in this empty tumbler for you, you know, so as not to
muss it all up at once.”
Taffy shook his head.
“Well, then, an orange?” went on Johnny. “I know a first-rate way
to fix an orange, the way they do ’em in Havana, where they grow.
Papa showed me, the winter he went there. Shall I do one for you? I
don’t believe you ever ate one that way.”
Taffy nodded eagerly, opening his parched lips, but still not
speaking. So Johnny hunted up a fork, and then, with Taffy’s knife,
cut a round, thick slice of skin, about the size of a half-dollar, off the
stem and blossom ends of the orange. These pieces of skin he put
together, and stuck the fork through them. Then he peeled half the
orange, cutting off all the white skin, as well as the yellow, then he
stuck it on the fork, at the peeled end, finished peeling it, and
handed it to Taffy, who had been looking on with breathless interest.
 “There!” said Johnny, “you just hold on to the fork, and bite, and
you’ll get all the good part of the orange, and none of the bad.”
“Now wasn’t that first-rate?” he asked, as Taffy handed him back
the fork, with the “bad” of the orange on it.
Taffy laughed delightedly. His shyness was quite gone, but Johnny
saw that his breath came with difficulty, and that it cost him an
effort to speak.
“When I get well, and go sellin’ papers again,” he said, “I’ll fix up
oranges that way on sticks. Folks would buy ’em, hot days; now
don’t you think they would?”
“Why, yes,” said Johnny, seeing he was expected to answer, “I
daresay they would.”
“The old woman down there,” and Taffy pointed to the floor, “she
says I’m dyin’. Don’t you think she’s just tryin’ to scare me? Now
don’t you, Johnny Leslie?”
Johnny was dismayed. What should he say? He sent up a swift,
silent prayer for help, then he spoke, very gently.
“Taffy, you’ve heard Jim tell about my mother, haven’t you?”
Taffy silently nodded.
“Well, suppose, while I’m here, my sister Tiny was to come, to say
mother wanted me to go home; do you think I’d be afraid to go—
home, to mother and father, you know?”
Taffy shook his head.
“Then, don’t you see,” pursued Johnny, and in his earnestness he
took the little hot hands, and held them fast. “That when our Father
in Heaven says He wants us, we needn’t be afraid to go? Mother
says we oughtn’t to be—not if we love Him.”
Johnny was afraid that Taffy would not understand, but he did.
Since Jim had taken charge of him, he had begun to go to Sunday-
school, and having quick ears and a good memory, he had learned
fast.
 “But s’pos’n we ain’t minded him?” and the feverish grasp on
Johnny’s hands grew tighter.
“We haven’t minded Him, any of us,” said Johnny, softly, “and
that’s why our Saviour died for us. Now see here, Taffy; if a big boy
was going to whip you, because you’d taken something of his, and
Jim stepped up, and said, ‘Here, I’ll take the whipping, if you’ll let
him go,’ then you wouldn’t be whipped at all. Don’t you see?”
“I didn’t know it meant just that,” said Taffy, “what made Him do
it, anyhow, if He didn’t have to?”
“Because He loved us—because He was so sorry for us!” Johnny’s
voice trembled as he said this; it seemed to him that he had never
before fully realized what the Saviour had done for the world. “He
wanted to have us all safe and happy with Him in Heaven, after we
die, and it’ll be only our own fault, if we don’t get there—just the
same as if a wonderful doctor was to come in, right now, and tell
you to take his medicine, and he’d make you well, and then you
wouldn’t take the medicine.”
“But I would, though!” said Taffy, eagerly, and as if he half
believed it would happen. “I’d take it, if it was ever so nasty, but the
doctor Jim fetched, he said he couldn’t do nothing for me, only make
me a little easier. Do you s’pose he knew?”
“Yes,” said Johnny, gravely, “I’m afraid he did, Taffy; but we
needn’t be afraid, either of us. The Saviour is stronger, and cares
more about us, than all the doctors in the world.”
Taffy did not answer; he lay back, looking up through the window
at the little patch of blue sky that showed between the tops of the
tall houses. Johnny could not tell whether or not his words had given
any comfort. He read a little story from a paper Tiny had sent, and
Taffy listened with eager interest; then a distant clock struck four,
and Johnny rose to go. Taffy made no objection to being left alone,
but when Johnny took his hand for goodbye, he said,—
“Come to-morrow. I want to hear more about Him.”
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