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									                           THE SAGA OF SIDNEY UPSHER

         This saga starts in Oklahoma City at 8:00 p.m. in the evening of Tuesday, July
31, 1923 at the Rolater Hospital located in the three hundred block of Northeast 4th. The
time and place marks my arrival. My stepgrandfather [sic], Dr. A. S. Phelps helped me
into the land of living. The A. S. stands for "Alonzo Sidney." Dr. Phelps was on the staff
of the hospital which has long since disappeared. Medical science says that my
gestation period was nine months. If you back up nine months from July 31, you are at
October 31, 1922 or Halloween. Mother and Dad were in the swinging set of Oklahoma
City society in the 1920's and I have a feeling there was a party on that Halloween night,
because my only brother was nine years and six months in age as of the night I was
born. All I can say is that I know my mother must have been mighty surprised to
a learn that she was with child. My brother and Aunt Lena were in La Jolla, California
when I came into the world and in later years, Aunt Lena told me how desperately my
brother, Albert Jr., wanted to come back to Oklahoma City to see his little brother.
         What goes around, come around. The Daily Oklahoman for Wednesday, August
1, 1923, said that the temperature the day before was 100 degrees at 4:00 p.m. and
that the temperature was going to stay for two or three days more. The paper for
Tuesday, July 31, stated that President Harding was on his death bed in California.
Rosenfield's Jewelers at 126 West Main was offering watches at $1.00 per week and
there was an ad about swimming in the clear water at Sheppard's Lake, 2303 West
23rd.It's a small world.
         The original birth certificate gave my name as "Henry Phelps" Upsher. Henry was
the first name of my paternal grandfather and Phelps was the middle name of my
maternal grandfather, so it seems that Mother and Dad had some discussion about how
I was to be named. "Henry Phelps" was what Dad wanted and "Sidney Phelps" is what
Mother wanted. I knew nothing but "Sidney Phelps" until I enlisted in the service in
1942. Then, in order to get the situation straightened out, Dr. Phelps, still alive,
prepared a corrected birth certificate. Accordingly, the paper work was the same name
given me at my baptism.
         Mother, Dad and brother were living at 540 Northwest 32nd in 1923. When my
folks were married in 1913, they lived in Capital Hill. They lived on the southwest corner
of what is now Commerce and Robinson. In 1913, it was called Avenue "C." Mother
complained about living on that side of town and in 1915, they moved in with all the
Upshers who were living at 228 West 12th. Grandmother Phelps purchased 540
Northwest 32nd for Mother in March 1916. Beginning in 1917 and continuing for many
years, various mortgages were placed on the property. Some of these loans were to
outside organizations and some to my grandmother, Viola Phelps. Times must have
been tough.
         I lived on 32nd from 1923 to August 1927. I only have a vague recollection of this
house. I do have a memory of a situation in the bathtub that was simply terrible. It had
something to do with body functions when one is very small. The "no-no" I committed
was very bad as I remember mother placing me in the bathtub and scrubbing me good
to get me cleaned up. Except for that one incident, I am completely blank on 540 West
32nd.
         Things must have been bad between my parents. On May 18, 1926, a divorce
decree was granted to the parties. Mother was the plaintiff and Dad was the defendant.
It had to have been agreed on in advance as Dad signed a waiver rather than appear.
Mother's petition accused Dad of "gross neglect." Although he was an "able-bodied man
earning $300 per month," he failed to "provide the wants and necessities for his family" -
the grounds for divorce. Mother received 540 Northwest 32nd, custody of Albert Jr. and
Sidney, and child support payments of $50 per month. I was never told what the
problem was. From time to time, Grandmother Phelps said Dad didn't work. (He was a
salesman for the insurance company of Upsher & Upsher.) Mother told me once that he
was sleeping out and at one time infected her with something or other. Much later in
Mother's life, along toward the end, she told me, "there was nothing wrong with your
Father, there was something wrong with me." Neither my brother nor the Upshers
would ever discuss the divorce with me. Interestingly enough, as long as Grandmother
Phelps was alive and there would be a family gathering, Mother would come even if
Dad was going to be there. After Phelps died (November 1958), Mother would never get
in the same room with Dad. In writing about this divorce, I talked to my cousin, Charlotte
Short of Boulder, Colorado. She's about three years older than I am. She told me that
she knew nothing about Albert and Florence. She was never told anything about the
divorce her Mother and Father received. Typical - English stoicism.
         I don't have any memories of my life from 1926, when the divorce was granted,
until August 26, 1927, when Mother married a man by the name of Leonard F. Nelson.
How and when she met him I never knew or learned. I do have a recollection of being
with Mother as she would drive by the "Pickwick Club" to visit Leonard. This was a club
located on the southwest corner of 14th and Harvey. The members were bachelors in
high society in Oklahoma City. Leonard was working for the Rotary International when
he came to Oklahoma City in 1924. He went to work for the OG&E Company in 1926 or
1927. The Oklahoma City directory for 1925 listed him as a Secretary of Rotary
International. In 1926, he was listed as the Assistant Secretary for the Oklahoma Ice
Manufacturing Association. Also at this time I have memories of a nanny who was
called "Mrs. Shadell." My recollection is that she was a nanny to my brother and then
me. She disappeared when I moved to 1936 Northwest 20th in 1928.
         The marriage document (August 1927) states that Mother was living at 322 N.W.
    th
13 (Grandmother Phelps' home). She also said she was 32 years old. This would put
the year of her birth in 1895. She always told me it was June 1894. The divorce of her
Mother in lllinois in April 1896 stated she was 4 years old. This would put the year of her
birth in 1892. (Some women never change.) Leonard lists his address as 1007 N.W.
34th. A new[s]paper clipping from the Daily Oklahoman said they were married at 8:00
p.m. In the "study of the First Presbyterian Church." They went on a honeymoon to
Colorado and then came back to 1007 N.W. 34th. This was a house that was rented or
leased for some period, I don't know which. I remember our neighbor to the west was
one of the Lowery doctors. It was Jean Abney's family. We didn't stay on 34 th street very
long. My grandmother, Viola Phelps, financed the purchase of 1936 N.W. 20 th for
Mother. At the same time, Mother sold 540 N.W. 32nd to Grandmother Phelps. She kept
it in the family until 1944. Both of these transactions took place in March 1928. The only
memories that I have of this six months from the marriage in August 1927 to March
1928 are that my brother had a paper route and he would let me traipse along with him
from time to time. He also got in trouble by knocking out a window in the auditorium at
Harding High School. It have no idea where I lived from the divorce in 1926 until August
of 1927, but I am fairly certain it was with the Phelps' on 13th street.
        So, in March 1928, we moved to 1936 N.W. 20th, which would be my home until
1941, a period of 13 years. I was almost five years old when I moved and I was almost
18 when I left 20th Street to move, with Mother, to my grandparent's home at 322 N.W.
13th.
        My brother did not go to 20th Street with Mother and our stepfather. No one ever
explained to me why he didn't. He was 14 years old and I am inclined to believe that he
had some trouble with Leonard Nelson (I know I did for all the years he lived). I am also
sure my grandparents insisted on his living with them. Mother told me years later - many
years later - that she made a big mistake in letting him go to live with the grandparents.
One thing was certain, they gave him everything that he could wish for. He played lots
of tennis in those days and was very good. While he was with the grandparents, he was
furnished a Model A Ford and it was used as he traveled around the country playing in
tennis tournaments. He was also sent to St. John's summer camp in Wisconsin (I never
made the cut). I can remember him practicing tennis on the garage door at 322 N.W.
13th. He would hit balls by the hour and I would watch and then retrieve them when they
went astray. He also raised pigeons in a coop behind the garage. After he married and
went away, the Model A Ford was housed in the old abandoned pigeon coop. I dearly
wanted the car when I became 16 in 1939, but they sold it to someone else.
        Faw Faw and Phelps (Dr. and Mrs. Phelps) had a well in their back yard which I
loved to pump. When we went to visit we would always have fried chicken which my
Grandmother prepared from scratch. She would buy a live chicken and then wring its
neck in the back yard. I would chase the flopping chicken until it finally gave up the
ghost. Such fun!!
        While I was at 1936 N.W. 20th, I attended Gatewood Grade School. It was just
one and one-half blocks away. As far as I knew, things were just fine. Leonard Nelson
was aloof and cold to me, so I sort of kept to myself. All of my dealings were with
Mother. Leonard let Mother and me settle our problems. We had servant's quarters in
the garage and it seems to me Mother almost always had help. The home at 1936 N.W.
20th was very modest and my room was in the southwest corner. Mother and Leonard
were in the southeast corner and there was a front bedroom off the living room, as well
as a dining room, breakfast room and kitchen.
        I was enrolled in kindergarten in the fall of 1928 and went through the six grades
leaving Gatewood in the spring of 1935. I was almost 12 years old. It was during these
years that I either acquired or inherited a speech defect, which was so bad that many of
my friends called me "cork mouth.'' As a result, Mother enrolled me in speech lessons.
In those days they were called "elocution lessons." She would haul me up North
McKinley to 28th or 29th Street and I would go upstairs to an apartment where the lady (I
don't remember her name) would put me through the drills. Later on, the lessons were
moved to 18th and Classen in another upstairs apartment just west of the old Victoria
Theater with a different teacher, Elsie Shaw. She was about 4 feet tall and very, very
strict.
        Sometime during the early 1930's, the Lees moved in across the street. One
night Mr. Lee asked Mother for the name of a lawyer to help him get his truck operation
approved by the government. She gave him the name of George Short, a former
Attorney General of the State of Oklahoma. Mr. Lee hired him and Short was still
representing Leeway when I went to work for them in 1952. Stanley Lee became (and
is) one of my nearest and dearest friends. We did all sorts of stuff together, some of
which will be found scattered throughout this tome. Some of it was innocent, and some
not so innocent. We smoked grapevine behind our garages on 20th Street. We rolled our
own by buying the stuff for making cigarettes. We window peeked on the girls on 20 th.
His folks, when they moved to 21st Street, would invite me for Sunday dinner and their
noon meal on Sunday was a "whopper." The Lees came from Clinton and Stanley
would invite me to visit his relatives in Clinton. We dated Clinton girls and once drove to
Cordell. Big deal! One of Mr. Lee's friends lived in Roswell, New Mexico. He had a bus
line that went all over the State of New Mexico. One summer, Stanley and I went to
Roswell to visit the McCutcheons (Mr. Lee's friends). They took us all over New Mexico.
In Santa Fe, we stole the towels out of our room and the McCutcheons were charged
for the towels - very embarrassing.
        My memories of Gatewood are positive. I walked to school. The big game at the
time was soccer which was played on the east playground. One of my close friends was
Dick Miller who later became Ed Boecking's private pilot. My first girl friend was Evelyn
Fentem. I was the first baseman on the baseball team since I was left handed. My
friends were Stanley Lee, Everett Dale (who lived in the 2000 block), Tommy Morris,
Billy Elkins across the street and the Farnsworth brothers, Hugh and S. L., who lived a
couple of doors east of me. The Farnsworths later moved out by Lake Overholser and I
would visit and spend the night.
        We played alley football in the Catholic playground between 18 th and 19th
Streets. At the O.C.U. Pond, on the north side of 23rd Street at Indiana, we would catch
crawdads with bacon on a string. We would also put on our roller skates and skate up
and down the sidewalks at OCU. Their concrete sidewalks were very slick and we
would really have a time, forming a line in our skates and playing like we were a train.
We spent a lot of time on Virginia between 20th and 21st Street. We would go out in the
woods, cut down a tree and make a hockey stick from it and play what we called
"shinny" with a ten can. It was a form of ice hockey without the ice and we played it by
the hours.
        One year I was having a birthday party. A jewish family by the name of Hecker
lived across the street. I wanted to invite Dorothy Hecker to my party, but my
grandmother would not let me. That is the only birthday party I remember having. It
must have been a costume party because I was dressed up like a chinaman.
        In Gatewood, I started what would be a long road in public speaking. I presented
a poem by Edwin Markam about "Lincoln, Man of the People." It was written up in the
newspaper. Rudyard Kipling's "If” was another and others I cannot remember. I was in
speech recitals since mother was trying to rid me of my speech defect.
        Sometime in early 1935, a class picture was taken of the graduating 6 th grade
class. The class was taught by the most beautiful lady I had ever known, Miss Locke. In
1995, the picture was rediscovered and when we had a class reunion, it included our
teacher. She had gone on to bigger and better things, including a wealthy husband.
Almost two-thirds of our class of 50 were able to gather in Oklahoma City for a weekend
reunion. It was a blast.
        In the early 1930's, the Lees (Mr. and Mrs. R.W., Bob, Stanley and Betty Lou)
moved to 21st and a family by the name of Roberts moved into their house on 20th.
Their daughter, Mary Ellen, became one of my first girlfriends.
        Mother had me join the YMCA, where I learned to swim and do all kinds of things
in the gym. In 1935, I was awarded the Best Camper at Camp Cunningham, which was
the YMCA Camp in the Arbuckle mountains. I went there several times and it was fun.
We hiked all around, had campfires and vespers at night. Bill Porter, the prominent
realtor in Oklahoma City, was my leader one year. His daughter, Jean, was a friend of
mine at Classen years later. One of the things we had to do was memorize all the books
of the Bible, which I did. We ran track and learned how to pass the lifeguard test. I didn't
win any track meets, but I did pass the swimming tests.
        At this tender age, I was unaware of money or funds, etc. It seemed to me that
we were in fairly good shape since we had help most the time during those early years
at 1936 N.W. 20th. I recall Mother telling me that the maids were bohemians. I had no
idea what that meant. They were white and lived in one room quarters in the garage in
back.
        I can remember going to Estes Park, Colorado with "Phelps" and it seems to me
like we went every summer. We went to La Jolla, California the summer that Carl
Hubbell struck out several hitters in the baseball All Star game (1934 - I was 11).
Strangely enough, I have a vivid recollection of listening to that baseball game over the
radio with my brother. My mother, brother and I drove to California in my Grandfather's
car and we stayed in a motel.
        At some time during this period when I was at Gatewood, I sold magazines - The
Saturday Evening Post and The Liberty, which each cost a nickel. Big deal. It seemed to
me like I spent a lot of time with the Phelps'. Grandmother Phelps would read to me in
the upstairs den and then we would go to sleep on the sleeping porch. Phelps and me
in one bed and Faw-Faw in the other. I saw the Upshers on Wednesday night and I also
spent Christmas Eve with them. When I was in bed, the aunts would walk up and down
the hall ringing a bell. They put out milk and cookies for "Santa" and I guess dad would
drink it when he came in from his date. (He never married until much later. Her name
was Lindsey and the marriage didn't last very long.) After opening the presents at the
Upshers, I would be taken back to 1936 N.W. 20th and there would be more presents
with my mother and stepfather.
        In spite of the fact that my birth certificate named me "Henry Phelps," I was
baptized on March 30, 1929 at St. Paul's Cathedral at 7th and Robinson. At this time,
they named me "Sidney Phelps." My sponsors were Grandfather Phelps, Grandmother
Upsher (Granny) and my brother. I was almost 6 years old. Why they waited so long
has never been explained.
        I remember that Dad used to throw me up in the air and catch me coming down.
This was at 214 N.W. 13th. Once he missed me coming down and that was the last time
he tossed me in the air. I would sit on the john and watch Dad shave as he prepared to
go out on a date. We had big dinners at the Upsher's. They had a maid named "Eva."
She lived in the servants' quarters in the back. She would make biscuits from scratch
and I would try to eat some while they were in the raw dough stage.
        One night when I was there on my regular visit, Granny started down the front
porch steps, lost her balance and fell. I was the only one on the porch at the time and I
ran inside to sound the alarm. She died shortly thereafter, in 1933. I was only 10 years
old. It's funny how some things come back to you and others are lost forever. Dinners at
the Upsher's was in the true Old English style. We would have roast beef with Yorkshire
pudding. Aunt Lena could make it like no one else and I believe she taught my children
and their mother, Margie, the secret. They had a tiny breakfast room and Aunt Lena
would be there with her cup of hot water. I thought it was big stuff when she would let
me have a cup of coffee generously laced with cream.
         In those days you could drive a car at 14. The first time Dad let me have his
maroon Lafayette (fall 1937), I had a date with Jean McMurray. I got stuck in the mud
and had to call Dad and ask him to come and pull us out. When Dad let me have his
car, I would end up spending the night at the Upshers on Northwest 13 th. I threw rocks
at the east front window which was Aunt Lena's bedroom, so that she would come
down, let me in, and not tell anyone the next morning what time I got in.
         Leonard Nelson, my stepfather, was the advertising director at OG&E, which had
a program advertising "Reddy Kilowatt." Reddy was a cartoon character who resembled
a bolt of lightening. OG&E had a 15-min. radio program on WKY from 10:15 to 10:30
p.m. three times a week. I was Reddy Kilowatt. The job paid $3.00 each night. The
studio was in the Skirvin Tower Hotel and I thought I was "big stuff." The time period
would have been when I was finishing at Taft and entering Classen.
         Leonard also had tickets to the minor league baseball games, and we went to
many games when the team was the "Oklahoma City Indians." We went to Shepherd
Lake for picnics and swimming. Clyde Shepherd had a nine-hole golf course with sand
greens. The golf course was located where Shepherd Mall stands today. The
Shepherds homesteaded the 160 acres between Penn and Villa and N.W. 23 rd and
N.W. 30th Streets.
         Every Sunday during the 1930's, Mother and Leonard would visit the Joe Beards
(John and Bill Beards' parents) who lived at 18th and Hudson. One Sunday, Mr. Beard
gave me a German Shepherd puppy who was not housebroken. My stepfather
christened her "Cueball" because she was always in the wrong position(going to the
bath room in the house). Needless to say, Cueball became my best friend, even
sleeping with me on my bed. She had a long life and was still with us when we moved to
322 West 13th in 1941. Somewhere in the scrapbook, there is a great picture of Cueball
with Mother and the Phelps'.
         In the early 1930's, I was also a member of a Cub Scout Troop and we met at
Dick Barbour's home on Indiana just across from 21st. You worked your way up from
Wolf to Bear, from Bear to Lion. Dick and I were friends for many years until he moved
to Stillwater.
         When you stop and think about the Upshers of 214 East 13th Street, you come to
the conclusion that they were a little different. Henry, my grandfather, was born in
London in 1851. His first three children, Harry, Lena and Jack (John), were all born in
London. In 1883, he and his wife sailed, with Harry and Jack, to the United States,
settling in Texas. He left Lena in London to care for her grandmother and she stayed
there for 13 years. The Upsher's first stop was in Liberty, Texas, but soon they moved to
Corsicana and Lilla was born there in 1887. Liberty was just a whistle stop for them. In
1906, Harry and Jack rented rooms in Oklahoma City and began the insurance
business. All of the rest of the Upshers appeared on the scene in 1909. They were all at
318 N.W. 9th- a rent house.
        Harry never married; he dated a lady by the name of "Emma" (same name as his
mother's). Lena never married, though she had a serious boyfriend named Tidman. He
fluffed her and she never recovered. Jack married. Lottie married and was divorced (no
one knows why, not even her daughter, Charlotte). Lilla married a ranch salesman from
California and lived in El Centro but had no children. She was a Christian Scientist. Dad
and mother were married and divorced.
        In the late 1920's and 1930's when I showed up on the scene, the Upshers were
at 214 N.W. 13th. The three boys and Aunt Lena were in the insurance business and
Aunt Lottie was a buyer for an exclusive ladies store, "Rosenthals." Aunt Lilla was in
California. Aunt Lena, in particular, doted on me and my brother before me. We could
do no wrong and, typically, I tried to take advantage of that fact. When I spent the night
there, I always slept with Aunt Lena. Words cannot describe how good she was to us.
She was so nice that her brothers took advantage of her too, having her clerk in the
insurance business for years and years. Be that as it may, my time at the Upshers was
quality time in every sense of the word.
        In the summer of 1935, after graduating from Gatewood, I attended Camp
Cunningham before entering Taft Junior High at the northwest comer of 23 rd Street and
May Avenue. If the weather was good, Tommy Morris, Everett Dale and I would walk to
school from the 1900 and 2000 block of 20th and 21St. We would walk up to 23rd Street
and then walk west to Taft. Sometimes we ate lunch in the cafeteria and sometimes we
got a prepared sandwich at an ice dock located on the west side of May and south of
23rd. After school we would walk home in good weather. We would get a tin can and
play a game where we had to kick the can over each sidewalk and driveway on the way
home. The winner was the one reaching his home first. Behind my house (on 20 th)was a
large Catholic Church which covered a whole block between 18th and 19th Streets.
There was a large vacant lot to the west of the Church where we would play alley
football in the fall. We had big games and it was loads of fun, however one day I
sprained my right ankle and to this day, that ankle is much larger than the other.
        When the Upsher brothers came to Oklahoma City, they started in the insurance
business. Harry and Jack were employees of Alexander & Alexander. Soon the
business was Alexander & Upsher and finally Upsher & Upsher. By the time I came
along, in the early and mid-thirties, the family was truly in that business. Albert (my Dad)
was also there as was Aunt Lena. Their big advertising program consisted of distributing
legal size calendars. These are the ones with the large squares for each day of the
month. Across the top was big bold advertising of the firm of "Upsher & Upsher." The
name was in large red type. These calendars were like the legal calendars today and
they were eagerly sought after by all the businesses down[town]. The calendars were
very impressive. I don't remember how it all got started, but toward the end of each year
when the calendars arrived, I was selected to go to all the offices in all of the downtown
buildings and give a calendar to each and every office. This chore took over my
weekends in the fall and it went on for several years. I loved doing it because I thought I
was doing an important job for the Upsher family and since the calendars were free, I
was welcomed in every office. I really got to know downtown Oklahoma City. The firm
fell apart in the late 30's or early 40's. Uncle Jack and Aunt Lena went with Ancel Earp
and Dad and Harry stayed together as Upsher, Furry and Johnston. Before the crash in
1929, the firm of Upsher & Upsher was the most prominent insurance firm in town.
        Wardell Fredrickson was a friend of mine who lived on Indiana between 18th and
   th
19 Street. Frequently he would walk to our house and Mother would feed him
breakfast before we went left for Taft with Tommy Morris and Everett Dale. Wardell's
mother would whip him with a bull whip that was about 6 feet long. On a couple of
occasions she whipped him in front of me; it was terrible. Wardell's grandfather was
President of the Oklahoma City Golf and Country Club for a few years. During the
winter, if there was snow on the ground, Wardell would invite me to spend the night at
the club. At this time they had rooms on the second floor and we would have a ball. We
raided the kitchen of the men's locker room; made shakes and malts and just had a big
time.
        1935 (I was 11 years old) was a big year. I graduated from grade school and my
name appeared in the paper for delivering a poem about Abe Lincoln. That was the
summer I was awarded "best camper" at Camp Cunningham, the YMCA camp in the
Arbuckle Mountains. In the fall I enrolled in the 7th grade at Taft Junior High School and
it was a big year. During these years, Aunt Lena bought tickets to classical programs
held at the Shrine Auditorium (later became the Journal Record building). She always
took me down there with her - I guess to give me some "class." As it turned out later in
her life, it was at this building, as she was leaving a concert, that she slipped and broke
her hip. She never regained her strength after that and died in a nursing home on East
13th Street in 1970.
        Junior High was fun. I participated in many school activities and won several
speech contests, oratory in 7th and 9th grades, and an original oratory contest in the 8th
grade. Bill Crowe was one year behind me and his dad wrote his orations. He won once
and I won once. From then on, I accused him of cheating in that contest. I also had a
part in an operetta. I belonged to a fraternity, Pi Kappa Pi, and while I don't remember
too much about it, I do remember there was a terrible initiation when you became a
member. Hazing was fierce, rotten eggs were thrown at you, and you even had to eat
an oyster on a string only to have it pulled back up. For what it's worth, I was President
one year. I went with a girl by the name of Jean McMurray. She lived just west of the
school and had an older brother who was a star tennis player. The summer when Will
Rogers was killed, Mother and Leonard were driving in Kansas en route to Colorado
with Jean and me in the back seat. That was when Mother was invited to Collonwood
Lake as a guest of the Brian Whitfields. Mr. Whitfield was one of the men who
discovered the Gainesville Oil field. They lived on the southwest corner of 13 th and
Walker. Mrs. Whitfield was a chronic alcoholic and I was scared to death of her. They
were, however, very good to Mother, as she went as their guest year after year to
Colorado.
        Even though Mother was a Methodist, she was very good about my going to St.
Paul's Episcopal Church at 7th and Robinson. She knew all of the Upshers were
Episcopalians and active at St. Paul's. On April 5, 1936, l was confirmed. Mother would
take me to Church, give me a dime or so for the plate, and leave me. I would promptly
go to the convenience store on Robinson, across from Central High School, and buy
candy with my offering money. I would meet a friend of mine, John Burroughs, who lived
on 14th or 15th in the 500 or 600 block. We sat on the floor under the pews during
communion eating candy and then went to Sunday School.
         Bill Kilpatrick was a good friend. He lived on 19th or 20th just west of Drexel.
When I spent the night with him, I would be his helper when he threw his paper route.
Since he knew the route, he gave me the side of the street that had all of the dogs,
clothes lines and other obstacles. These were the days when Stanley and I would ride
the bus to the 17th street station on Classen, and then take a street car to town. When
we were in town, we would visit my dad, grandfather and two uncles for handouts. Each
stop was good for a nickel, dime or quarter. With that kind of money, we could feast on
candy or whatever we could find. We did this time after time and never wearied of it.
Some times we would take in a movie. Speaking of movies, this was in the day when
theaters had serial movies. Each week would end with the hero facing death, only to be
continued until the next week. The serials went on and on every Saturday. I would go to
the Victoria Theater on 18th and Classen and stay watching the serials over and over.
Shutting my eyes, I can see my Mother walking up and down the aisle at the Victoria
looking for her son, Sidney, who had been there for hours.
         In December 1937, my brother married Virginia Briscoe. She was a stunning
blonde whose wealthy family lived on the southwest corner of 18th and Hudson. They
were high society. Brother's grades at OU were so bad that he had to go to Baylor
Medical School in Dallas. While there, he became involved with another blonde who he
called "pumpkin." Her family name was Underwood and she was also a stunning
blonde. (His first stunning blonde was Sally Virginia West, whom he met in high school.
When mother made him babysit me, he would sit in Sally's driveway and send me to the
fish pond to watch for the fish to come up and see me. So it goes when you are young
and have a big brother 9 years your senior.)
         After the marriage to Virginia, they moved to Kansas City where he was an intern
at the hospital. They had two boys - Albert and David. I went up there many times to
visit. I have good memories of painting baby cribs. Albert came down with T.B. and his
lung collapsed. He was down for a year or more and Virginia took good care of him.
Something happened, however, to their marriage and she returned to Oklahoma City
and got a divorce. Very sad! She married Joe Rumsey and had some more children.
Albert stayed single for awhile and then married another stunning blonde - a TWA
airline hostess named Margaret Heller. She was a knockout, but that didn't last too long.
She disappeared somewhere. Brother was living at Lake Tapawingo, East of Kansas
City.
         During these years at 1936 NW 20th,home brew was in style. Leonard and
Mother would mix up this brew in a huge container in the kitchen, cover it with all sorts
of stuff and then hope and pray that it would not blow up. (It did that very thing from time
to time). The mix that did not blow up was promptly bottled, stored and finally
consumed.
         1938 was my last year at Taft. I was 15 years old and President of the student
body -- I must have been able to fool enough people to get elected. I was dating Jean
McMurray and having a great time, both in and outside of school. During this time I met
a guy who became a huge influence on my life during the next three years - one year at
Taft and two at Classen -- Boston Wilson Smith. Boston was one year ahead of me and
was a member of the high school fraternity Phi Lambda Epsilon. He was assigned to
rush me so that I would pledge Phi Lamb when I enrolled in Classen in the fall of 1935.
(I was a cinch since my brother had been a member 9 years earlier, and I had his
jeweled pin to show for it.) At any rate, the spring of 1938 was also the spring of a
lasting friendship enduring until the time of Boston's death in the early 1990's. Boston
had a blue four-door 1937 LaSalle which we drove all over town. He would pick us up at
school - Bill Kilpatrick and me - and off we would go to the Pig Stand at 23rd and
Western. Boston lived on the southeast comer of 15th and Walker in the biggest house I
had ever seen.
        The Classen years were great years - great friends - great times. When I left Taft,
I was dating Jean McMurray, but that ended. I dated Jackie Schwab for a while, but
Stanley Lee won her away. Wes Finley, Ed Moler and I were the closest of friends, but
overall, it was Boston and me. Most of the time I was spending the night with him in his
huge home. Boston had the south suite which consisted of a bath, living room and
sleeping porch. There were twin beds on the porch with a door in between. In the
summer when it was hot, he would put me behind the door and in the winter when it
was cold, he would put me in front of the door. Boston, Finley, Moler, Lyman Moore
(who was crippled) and I would play poker in Boston's basement with Charlie Daily, who
was Mr. Smith's chauffeur and "man Friday." He would really clean us out. Every day
when school was out (until 1941 when Boston went to Menlo Park), we would leave
school and go to his house. He had a pool table and table tennis, among other things, in
his wonderful basement. In 1940, when his birthday was approaching, his mother called
me and asked me to keep him away from the house that afternoon as she was planning
a surprise birthday party. Nothing would do, but he headed for his home and I could not
keep him from going. As a last resort, when he was turning the corner at 15th and
Shartel, I took the keys from the ignition and threw them out the window. It took hours
to find them and he was livid, but the party was a huge surprise and I was forgiven.
        I remained active in speech during my Classen years. The Mary Gray Thompson
School of Speech was located in what is now or was the Journal Record Building. Ms.
Thompson was a good teacher and as a result, I was able to speak in several state
speaking contests and as a sophomore was selected to attend the National Speech
Contest in Beverly Hills, California. Jimmy Hancock went with me, along with several
other friends. I was eliminated early and won nothing. About the only thing I remember
is that Jimmy and I stayed in a private home. On Sunday, after we had gone out for
breakfast, we could not get in the house because the owners had gone to church.
Jimmy and I climbed upon the second floor balcony and got in the house. Neighbors
who saw us thought we were burglars and called the police. Fortunately, the owners
came home and cleared the matter up before we were hauled off to jail. We came
home through San Francisco and spent a couple of days at the World's Fair on
Treasure Island. We came back by train and got off at Buena Vista, Colorado where
Mother was visiting Jimmy's folks. We were dead broke when we got off the train and
we were sure glad to see friendly faces. Jimmy's family had invited Mother and me to
the house at Cottonwood Lake on many prior occasions. The house was owned by
Jimmy's aunt and uncle, the Whitfields I mentioned earlier.
        The next year, the national contest was held in Lexington, Kentucky. Again,I
competed without winning. I think I won third or fourth, but nothing to really be proud of.
The last year, the contest was held in Terra Haute, Indiana - more of the same. All
three trips provided me with some maturity and I was much better off for having worked
in this area.
        Classen High School years were great. We had lots of good social activity, giving
dances and serenading some of the more popular girls on the weekends. The girls had
two sororities, BVG's and Merrymaids and the girls sponsored dances as did the boys.
In addition to the Phi Lams, there were the AO's and Demolays. The Phi Lams had
fancy pins announcing their affiliation. Mine was easy, I had my brother's. The Blue
Jackets was a pep club and I joined it as well. The rival group was called the
Hellhounds. For the Blue Jackets, the hazing consisted of the pledges running before a
group of members who had their belts out to whip you as you ran passed in front of
them. This was done on the street just west and in back of Classen. When you were a
pledge, the Phi Lams would paddle you with barrel staves. Staves, I might add, which
you had made and taken to the meeting for just that purpose. When you were initiated,
the members made you do all sorts of bad things, like swallowing the oyster I mentioned
before. Poor Jack Clark (the Dodge dealer) lost two front teeth. Foul-smelling mixtures
were poured on you and finally, you were dumped out in the country where you had to
find your way back on your own. Some fun!! We were all "survivors."
        The Classen High School hangout was the "Pig Stand" located on 23 rd and
Western. It was "the place to be" at all times of the day or night. There were some other
places where Ed Moler and I would go sometimes, but still it seemed we almost lived at
the Pig Stand in our spare time. Prohibition was in effect during these days. Several of
us would pool our quarters or half dollars until we had enough to buy a pint of bourbon.
Red label bourbon was $5.00 per pin[t] and the green, $6. (How come I can remember
these prices?) Our favorite bootlegger was east of the Santa Fe tracks off of Harrison
and we usually sent Wes Finley out to make the purchase.
        We played alley football. The Phi Lams played the AO's. Lawrence (Gunna)
Holmboe was an AO and just about killed us. He was a real horse, playing on the
Classen Varsity during his senior year. Tom Fentem, Dudley Strother, L.F. Heenam,
and Moler were some others were active on the team. All games were played at
Memorial Park on 35th Street between Western and Classen. Once Heenan’s folks said
he couldn't play so he came to the game in his street clothes and we huddled around
him in order for him to change right there on the playing field.
        In 1940 or 1941, Ed Moler's mother got a new four-door grey buick. When Ed
came over to 1936 N.W. 20th to show me the car, he left the car in the driveway without
the brake on and it rolled down the driveway, crossed the street and crashed into a tree.
His mother was most understanding and it didn't affect his use of the Buick.
        There were a couple of places where Moler and I spent a lot of time. One, a pool
hall, was across from the Plaza Theater on 16th Street, where we shot snooker. In those
days, we wore Fedoras and we thought we were big shots. Another was a beer parlor
on North Walker between 24th and 25th streets where we drank many a glass of beer
during those three years.
        Another big spot for Moler, Wes Finley and me was a pool hall upstairs on Main
Street just west of the Criterion Theater (100 Black West Main). We played a lot of pool
there and frequented the cigar store on the southwest corner of Main and Broadway. I
was smoking like a furnace in those days and Mother would go wild searching through
my room to find my cigarettes. I was a Lucky Strike smoker, but Mother, as well as my
Grandmother, smoked, so they could never smell it on me.
        It should be hard for me to criticize high school students of today, because I was
no simon pure fellow. One year in particular I recall riding around on Halloween in
Boston Smith's 1937 LaSalle throwing bricks out of the window. When the four of us
appeared in the Municipal Courtroom, Moler, Finley and I were representing ourselves
while Boston had the law firm of Ames, Ames and Daugherty representing him. As it
turned out, he was found "not guilty," while the rest of us were guilty. At another time the
four of us walked around the ledge at the State Capitol Building. Boston was the only
one who tore his pants climbing over the protective guard rail. On that same night, we
climbed the water tower at Nichols Hills. When we heard the sirens coming, we sped to
get down the ladder and dear Boston politely let the three of us go first leaving him to be
the only one charged.
        Mother had a hearing defect which she had from childhood. If she had her bad
ear to you, she couldn't hear anything. I used to get a group of boys in the car, and start
using profane or porno words knowing Mother couldn't hear me, but they could. It
created a riot because when Mother was aware of conversation but could not hear my
words, she would turn and smile at my friends. They would go wild until they learned
she could not hear me speak. We had lots of laughs. Once L.F. Heenan literally tried to
get out of the back seat while we were driving.
        My senior year, fall of 1940 and spring of 1941, was truly a good year. Phi Lamb
supported me for President of the Senior Class. The day of the election (which was
always held during homeroom period at around 10:00 in the morning) was the same day
that Classen played Central in football, our biggest game of the season. We decided to
have a school walkout in anticipation of the game that night, and walk out, we did. I was
one of the ringleaders and I led a cheer in front of the administration office and I was
identified. The principal cancelled the election that declared me winner, and ordered a
new one for a later date. Too bad - I won that one, too.
        Mother played a lot of bridge in those days (1940 and 1941). We only had one
car, a grey four-door Mercury sedan. Leonard, before he died, would bring home a car
from OG&E which meant that Mother didn't have to take him to work. From time to time,
when Mother would be playing bridge, she would let me have the Mercury in the
afternoon. This was against my stepfather's wishes (we just didn't get along very well).
One day, when Mother had given me the car, I was at the Pig Stand (our favorite
hangout), and when I looked up, Leonard Nelson was staring me down in the grey
Mercury. That was a bad scene. I don't remember how it turned out, but Mother
defended me. I do remember that.
        I was dating Janell Law at this time. She lived on the northeast comer of 19th and
Hudson. I was at 322 N.W. 13th in the spring of 1941. I would walk to Janell's, and then
the two of us would walk to Classen. Mother would drive along behind us to be sure we
would get to school okay, or at least that's why she said she followed us.
        On graduation night, Ed Moler and I double dated. We were in his car, parked by
the south gate of Rosehill Cemetery. This is the gate just to the east of what was the
OG&E Belle Isle Plant which is now the new shopping center. So there we are, late at
night, and what do we see in the cemetery but a light. It's moving and is about four or
five feet off the ground. We were petrified; it turned out it was a guy on a bike hunting
rabbits. Even in the 1940's, there were all kinds of goofy people. Ed's date (I forgot who
it was) and Janell were spending the night with Bette Clark. She lived in the first block
west of Classen on 34th or 35th. We took our dates over there and said goodnight. Janell
decided to kiss me goodnight. The only problem was that she kissed another guy
thinking it was me. One can tell we bad fun in those days.
        I graduated from Classen High School in May 1941. My stepfather, Leonard
Nelson, died in February of that year. Mother was, of course, upset, although she had
had her differences with him over his silent drinking for some time. We were living at
1936 N.W. 20th during this time and once I recall I had to clean out the top of our one-
car garage. In doing so, I found dozens of pint bottles of bourbon that Leonard had
thrown up there to hide. When I asked him about it, he offered me $5 not to say
anything. I remember Mother throwing a bottle on the floor by his bed in the front
bedroom. They were not sleeping together at that time. He collapsed one night in
January 1941 when he was in the bathroom. He was in there so long that I opened the
door to see what was wrong and he was on the floor and the top of the water closest
was off - that was where he was hiding his liquor. He was taken to the hospital and died
shortly thereafter.
        Leonard was employed by the Oklahoma Gas & Electric Company and the
President, George A. Davis, entered the picture in a big way. He offered to help Mother
in her sorrow and stated he would do all he could to get her over her distress. At the
same time my grandfather (step-grandfather) entered the picture and insisted that
Mother sell her house and the two of us move in with them at 322 N.W. 13 th. As it came
to pass, we did move in with them. Mother and I shared one room upstairs in the
southeast comer. We had one double bed and that was it. Mother had no visible means
of support apart from the proceeds of the sale of the house and some insurance. In
retrospect, she had no choice but to move in with the grandparents. At the same time,
George Davis moved on Mother in a big way and she became his mistress (as it turned
out, she was one of two mistresses). I was a senior in high school and for some obscure
reason did not understand what was going on until the time came when Mother would
stay at Davis' house on Silver Lake for days at a time. She justified her conduct by
rationalizing that he gave her funds to use that she would not otherwise have. My
grandmother was furious over this and the struggle and lights between the two of them
were frequent and intense.
        After graduation, some of my buddies and I were going to take a trip [t]o points
West. Ed Moler, Wes Finley and I don't remember who else were all going to have a
great summer before going to the University of Oklahoma in the fall. George Davis was
telling Mother that I needed to get a job and he had a great place for me at his ranch in
Southeastern Oklahoma. The ranch was in McCurtain County, the last county before
Arkansas. The nearest town was Wright City and then Valiant. Mother and George
Davis drove me down and left me with the Haders, the couple who ran the property. The
Haders were nice folks. I harrowed peas, drove cattle, smoked behind the barn, and
rode a horse into Wright City on a Saturday. One weekend we went to Dennison,
Texas, to sell some cattle. It was a very hot day and at the sale, some of the cows fell
down in the trailer. I was in the trailer trying to get one or the other up and one of them,
with a bad case of the trots, let me have it with both barrels. This is one of my most vivid
memories of the summer of 1941. It was most convenient for Mother - I was out of her
hair where George was concerned and she continued to maintain the idea that it was
justified because he was giving her money. As a matter of fact, she always claimed that
lie promised to leave his entire estate (which was huge) to her at his death. The
problem was that he had another mistress, his secretary, Nadine Combs. Everybody in
town knew it but mother. Nadine got everything when he died. Mother didn't believe it
and I had to go to the courthouse and show her the papers leaving everything to his
secretary. Mother never recovered from the shock and spent the rest of her days a bitter
woman.
        In September, after spending the summer on the cattle ranch, I enrolled at O.U.
along with Moler, Wes Finley, Bill Holloway, Burton Wood, Paul Darrough and others.
We all pledged Phi Gamma Delta. I did so since my brother had pledged some nine
years earlier. We had a super pledge class. There are a half dozen of those Phi Gam
pledges that have been good friends of mine for more than 50 years. Our pledge class
set records in scholarship, athletics and campus activities that withstood the test of time,
both at O.U. and at the national fraternity level.
        When School started, it was the practice to have blind dates with girls, bring them
to the Phi Gam house and dance. To avoid getting stuck with one person, we (pledges)
had a procedure where you would wink at one of your pledge brothers and he had to
come tag you. One night I was having such a good time that I would not honor the
winks. Later that night after we had taken our dates home, the brothers gathered me up
and carried me down to the reflecting pool by Owen Field and threw me in. I got the
message.
        There was little or no hazing going on at this time. As a pledge, if you had done
something wrong, your punishment was to wax the "lounge." This was a large room in
the basement where we would dance, play ping pong, etc. I waxed it many times, as did
some of my pledge brothers. I began dating a Kappa from Tulsa - can't remember her
name - but it didn't last too long. I needed a job, so I went to work in a clothing store
named "Garner's." It was an interesting job and I enjoyed it. The big weekend then, as
now, was the Texas weekend. We would go to Dallas on Thursday or Friday before we
played Texas on Saturday and party all weekend long. These were good old days. Then
the roof fell in on us.
        On Sunday, December 7, Mother had come to the Phi Gam house bringing me
my clean laundry. We used Mistletoe Express to send it back and forth, but on this
occasion Mother was bringing me mine. We were sitting in her 4-door grey Mercury
listening to the radio when the news came about Pearl Harbor. As one might suspect,
everyone's world was turned upside down. It was about this time that I started dating a
girl who lived in Norman. Her name was Elise Johnson and her family was prominent at
the University and in the City of Norman circles although I was unaware of it at that
time. It was the Neil R. Johnson family. Elise had three sisters, all younger and two of
whom were twins. Over a period of time, we were hot and heavy - it was big time
serious. We had loads of fun.
        Each year it was a tradition for the pledges to stage a walkout. It had to be done
in secret so the upperclassmen would be surprised when they woke up on a Saturday
morning and none of the pledges were there. In 1941, our pledge class decided that we
would leave on a Saturday afternoon and drive the whole group, dates and all, to the
picnic grounds at Turner Falls, just north of Ardmore. Needless to say, this was a
wonderful chance to have real big party . . . and so we did. Some of us got a little wet
from the creek at the Falls. My date and I, together with Ed MoIer, Wes Finley, Don
Welch and their dates, went with Welch in his LincoIn Town Car to see a new lake south
of Ardmore called "Lake Murray." In sneaking away from the group at Turner Falls, we
jammed a rear door on Don's car where it would not shut complete. This really bothered
Welch since it was a brand new car on its first outing. Don started down some country
road but soon came to a fast step as he was going down a road that was being flooded
by the new Lake. He started backing up. It was pouring rain and he ended up with the
Lincoln in a big ditch. There we were, four guys and their dates, and we stayed there
until daylight. As soon as it was light, the boys started for help. We found a guy with a
truck to pull us out and we went back to the Norman Campus. Needless to say, there
was a mild uproar in progress. Four coeds out all night with four fraternity boys. Thanks
to Elise Johnson's parents, who intervened with the University authorities, we were not
kicked out of school.
        On another occasion, our pledge class created quite a stir. One weekend we all
gathered at a nightclub by Lake Overholser called "Snug Harbor." In addition to the Phi
Gams, there were some blue collar workers celebrating something. One person in that
group kept playing the same song on the jute box over and over. One of our group (I
think it was Ed Moler) went over to the machine and pushed a button that cut off the
music. Well, the other party took exception to that and in no time we were all engaged in
a free for all fist fight. It lasted for a long time and was only broken up when we heard
that the police were coming. We all scattered at that.
        The purpose of telling you that story is because at the Sooner Carnival in the
Spring of 1942, we used "Snug Harbor" as the theme for the Phi Gam entry. We built a
mock up nightclub and had a mock up fight with live music. Burton Wood and Bill Abney
dressed up as girls and sat on the laps of all the important people who came to see the
show. (Joe Brandt, President of O.U.; and George Shirk, then in charge of the ROTC,
and later Mayor of Oklahoma City.) The show (fights, etc.) was a howling success. We
even laced the cold drinks with booze. It was a big time hit and the fraternity got all the
credit.
        In spite of all the extracurricular activities, I did some class work. I carried 17
hours the first semester and ended up with 11 hours of "A" and 6 hours of "B". In the
spring semester of 1942, after enlisting in the Aviation Cadet program in January and
becoming involved with a girl, my grades suffered. I carried 16 hours: 5 hours of " A , 6
of "B" and 5 of "C". Not too good.
        The Navy was building two bases in Norman: one south of the Campus and one
north of the City of Norman. I needed to work and here was plenty of it. I joined the Hod
Carriers Union and went to work for Harmon Construction Company (Mr. Harmon was a
Phi Gam) as a truck driver. I lived in the Phi Gam House (which was closed for the
summer). I worked 70-80-90 hours a week. The overtime pay was wonderful and I
needed every bit I could get. My duty consisted of driving my truck with lumber taken
from a boxcar. When my truck was loaded, we would drive to the mill at the South Base
and the swampers would unload the truck. During the loading and unloading operations,
I would read a book or the comics. My swampers were all friends of mine from school.
Never had a stranger working on my truck. In order for the mill to have enough lumber
to start every morning, we would be required to work overtime and run loads of lumber
from the rail yard at the North Base to the Mill yard at the South Base. They paid a
bonus to the truck that could transport the most lumber every evening when the day
crews had quit for the day. The trucks had a 12-foot bed. I came up with the idea to load
our truck with boards that were 14 or 16-feet in length. That meant that they would hang
over the rear of the truck. We would load that baby so high that in order to steer, my
swampers would have to sit on the front bumper all the way to the Mill to make the front
wheels touch the ground. At the Mill yard I would find a clear spot and have my
swampers stand on the rear of the truck to raise the front end up in the air. Then I would
put the truck in low gear and gun it. This moved the truck out from the lumber and it was
stacked as pretty as you please. This procedure was so successful that we were in first
place in moving lumber and made the most money. Pretty soon the Union got me; I was
transferred to a water truck which drove around the base sprinkling water on the roads
to settle the dust. There went my overtime pay. I would almost get seasick driving that
damn water truck.
        The summer worked out well. I was in Norman with my sweetheart. Mother was
in Oklahoma City with hers. I was earning money and waiting for the Army to call me
into active duty as an aviation cadet so I could learn to fly an airplane. Many of the older
men in the Phi Gam House were called into service. Those who were in ROTC training
went fast. The fall semester of 1942 found me back at Garner's selling clothes. I
enrolled in some classes so I could be with Elise and my grades were 11hours of "A"; 7
hours of "B" and 2 hours of “W”.
        There was one time when I was at O.U. and had a very sore throat. I went home
to 1138 N.W. 34th Street where Mother and I lived. I knocked on the front door to get in.
Mother came to the door and would not let me in because George Davis was there. I
went to the Upsher's at 214 East 13th and laid down in the front room. My condition
worsened and my grandfather put me in the Polyclinic Hospital with strep throat. A day
or so later, Mother came to see me.
        In spite of the events described on the foregoing pages, the time spent at O.U.
from September 1941 until I went into the service in January 1943 was a strange time
for us. The older men had gone into the service. I had enlisted in the Aviation Cadet
Program in early 1942, following Pearl Harbor in December 1941. As previously set out,
campus life went on and those were good days in spite of the war. In view of the
situation with Mother and Mr. Davis, I spent almost all of my time at the Phi Gam house
in Norman. The few times I spent in Oklahoma City were spent in the room that Mother
and I shared with my grandparents at 322 N.W. 13th. Mother was spending most of her
time at Davis' house on Silver Lake in northwest Oklahoma City.
        I enrolled in school at the beginning of 1943. It was to no avail, as the army
called me to active duty and I had to report, as I remember, in late January or early
February of 1943. I had saved some money and had given Elise an engagement ring in
anticipation of my going into the service. So the call came and I passed the physical. I
was ordered to spend the night in the old Egbert Hotel located on Broadway, just south
of what is now Park Avenue. We would be put on a bus bright and early the following
morning and so we were. Mother and Elise were there to see me off. It was a bag of
mixed emotions. The bus ride was to Wichita Falls, Texas. The army base was
Sheppard Field. The time spent there was known as basic training. It took 60 days and
those 60 days were spent getting shots and taking all kinds of exams, physical and
mental. We did a lot of marching and took field trips. Not too much fun. Elise came
down one weekend and I got a pass to leave the base for a short time.
         From Sheppard Field, Texas, we were transferred to Denver, Colorado. There
were a couple hundred of us who were picked out because we had one year of college
under our belts. We were sent to the University of Denver and enrolled in several
classes. We took physics, aircraft identification and naval identification (looking at
pictures of planes and ships in split seconds and writing down what each one was). We
also had some dual flying lessons in piper cub airplanes. This didn't last too long. I was
given a bed in the Sigma Alpha Epsilon fraternity house. As a matter of fact, I was
bedded down in the Chapter Room, much to the chagrin of Lyall Barnhart, an O.U. SAE.
Ben Stout was also in the group and he would make me help him write his letters to his
girl friend in Oklahoma City. At Sheppard Field on test day, he sat next to me and when
I finished, he grabbed my test and handed me his, asking me to fill it out. I did, and he
was cleared for pilot training. He washed out in basic training, however, because he
landed his plane downwind, at night.
         We had a great time in Denver; work was not too hard. We got some time off to
go to town where our hangout was the Bamboo Room in a downtown hotel. There I
learned how to drink Pimms Cup with Seven-Up. My closest friend through all of this,
from the very first day of basic training in Texas, was Lyall Barnhart (Barney). We were
inseparable. From the first day of shots, the backpack hikes, the testing, it was Lyall and
me together. Lyall dated a girl from Muskogee by the name of Francis Sledd. After the
war they got married and were still man and wife when Lyall died in the 1990's. He had
an alcohol problem for some time, but was sober when he died as a member of All
Souls' Church. After the war we drifted apart and when his end approached, he did not
want to see me or anyone else. For awhile after Margie and I were married (1948), Lyall
would come to our apartment for dinner. One evening when he was drinking there, he
fell over the sofa and broke our radio.
         We were not in Denver too long. The Army Air Corps decided to send us to
Santa Ana, California for preflight training. The troop train that we were on was delayed
at Salt Lake City, Utah for a few days. We were not allowed to go into town, however,
but were restricted to the train station. In due course, we arrived at Santa Ana and were
assigned to a squadron. They were behind schedule when we arrived, so for about a
month, we did nothing but K.P. (kitchen police). Barnhart and I figured out a plan in
which we would volunteer for pots and pans. This work was at the end of the shift. We
found a way to hide under the mess hall and because of the confusion, no one found us
and we escaped all of the dirty work.
         We had a real clown for our commander. We were only allowed off the base on a
Saturday afternoon, having to be back at noon Sunday for a formal parade. Our boss
performed a white glove inspection on Saturdays and no one was allowed to leave
unless everything could pass the white glove test. We even had to wash the bottom of
our shoes and the blanket on our bed had to be so tight that a quarter would bounce on
it. He was a real squirrel; if one of the cadets did something wrong, he would keep us all
on base until it was corrected. We never had much time because we had to be back on
the base for parade on Sunday. It was brutal, hot and standing at attention for hours in
the hot sun. Ambulances were at the rear of the parade grounds to pick up the cadets
who fainted. A tight schedule was maintained during the week with ground school,
physical training, navy and aircraft identification and all sorts of testing. When Saturday
came and we were released, we headed for Laguna Beach and the bars. Lyall could
play the piano and the organ by ear. He and I would go to a bar that had a piano and as
soon as the artist took a break, Lyall would sit down and play while I passed my hat. We
never were short of cash on any Saturday night. Sometimes we had more than we
could handle, so we bought drinks for our buddies. C, J. Pierce was among them. Time
passed and it was time to go to primary training, the first of three stops towards earning
your wings and commission as an "Officer and gentleman." Needless to say, having
endured preflight training at Santa Ana, we were hot to trot. Barney, C. J. and others
were sent to King City, California (see scrapbook).
        King City, California is on U.S. Highway 101 about two-thirds of the way up the
coast from Los Angeles going towards San Francisco. I have little or no recollection of
the town. I do know it was on a rail line because Mother and Elise Johnson (to whom I
gave a ring before leaving for basic training; the famous ring that was lost at the North
Naval Base in Norman) came out to see me. I will never know what happened between
Mother and Elise on that train ride; all I know is I received a "Dear John" letter not long
after they returned to Oklahoma. We had more of the same training: navy and aircraft
identification, physical training, ground school weighed heavily toward the study of
weather, navigation, etc. The best part was that we started pilot training. This was what
we had been waiting for since January. I had no trouble learning to fly and was thrilled
when my instructor got out of the plane and told me to take it around, which I did.
        The next stop was basic training. Barney and I were sent to Taft, California. It is a
short distance from Bakersfield, California. Again, it was more of the same kind of
training. It was a bigger airplane, but the ground school and physical training were about
the same. We were all required to take hours and hours of "weather" courses. My
complaints about this were eliminated when in 1945 I returned to college and O.U. gave
me enough credit for the weather courses that I was able to enter law school in the
summer of 1946. When I enrolled in 1941, I listed "geology" as a major and the school
counted the weather courses as "geology." We had great times on Saturday nights
when we were off. We would rent a room in the only hotel in town and learned how to
drink tequila with salt on your hand chased with lemon juice. One Saturday night in
particular, Barnhart got loaded early. Whenever he did this, he would just start to take
his clothes off. We were leading him through the lobby with his pants coming off and
somehow he managed to get a dime or nickel out of his pocket, make one pull on a slot
machine in the lobby and, bingo, hit the jackpot. We put him to bed and on the next
morning, got on the base bus to return to the base. We were really feeling bad. Barney
and I were sitting in the first seat behind the driver and he had his head on the bar
separating us from the driver. The bus stopped to pick up two female soldiers and I told
Barney to get up so we could give these women our seats since the bus was full. Up we
got, feeling bad, and were standing in the aisle when the driver started up and poor
Barney fell straight back down the aisle and couldn't get up until the bus stopped. We
had a great time in basic. This was the stop where the Air Corps decided whether you
would be a fighter pilot or a bomber pilot, Barnhart's older brother had been killed earlier
in the war and Lyle desperately wanted to be a fighter pilot. As fate would have it, he
was scheduled to go to fighter training, but he made a 68.5 on his weather test final and
was held over in basic training to repeat the weather course. He ended up as a co-pilot
on a B-24 - terrible. Later he learned to fly the British Mosquito Bomber and fulfilled his
dream. I was sent to advanced training in Douglas, Arizona. It was during this transfer
that I lost track of all the Oklahoma fellows I started into the service with in January
1943.
        Advanced training was more of the same type of activity. We flew a bigger plane,
with two engines, so it was more of a learning process on handling the plane. We had to
practice landing under stress conditions. They would put a rope above the runway and
you would have to clear the rope and land before you ran out of runway. Douglas,
Arizona did not have a lot to offer. On the last weekend, before graduation in February
1944, one of my buddies fell off the roof of the hotel and landed on a skylight several
stores below without a scratch. At the graduation ceremonies, for the first time in the
service, names were called out in reverse alphabetical order. With mine being "U," I was
among the first to get my wings and commission. Dad and Aunt Lena were there. They
had a flat on the way home and with the war on, they had no spare. We returned to
Oklahoma City with four tires, but no spare. I was assigned to Roswell, New Mexico to
learn how to fly B-17's, but I had some time off before I had to report.
        Things went rather quickly after I received my wings. According to military
papers, I completed training in the B-17 at Roswell on April 18. I was sent to Lincoln,
Nebraska to complete crew assignments. A full B-17 crew consisted of four officers, to
wit: pilot, co-pilot, navigator and bombardier; and six enlisted men, to-wit: engineer,
radio operator, ball turret gunner, two waist gunners and a tail gunner. These
assignments were completed by May 11 and the whole crew was sent to the Air Force
Base at Ardmore, Oklahoma. We were put on a troop train and somehow, I was told,
the train would stop in Oklahoma City to take on water. I was able to get word to
someone to tell someone in my family that my train would be coming through the Santa
Fe Station. Well, as it happened, the train got its water in Guthrie and when we got to
the Santa Fe Station in Oklahoma City, the train just crept through very slowly. My
whole family was on the platform and all I could do was wave as we went by. They had
gotten my Dad off the golf course (I don't know how) and my grandfather was there
waving paper money at me, but I could not make the contact. And so, we got to
Ardmore.
        Ardmore was hard work. Some days we had a flight line that would start at 2:00
or 3:00 a.m. If we had partied the night before, we just went to the plane a little early,
put on an oxygen mask, breathed a little 100% oxygen, and we were good as new. I
was at Ardmore from May 23 to July 26. Dad found and bought me an old Packard
coupe for $50 and I used it to drive back and forth to Oklahoma City. There was a high
school girl from Classen who had gone to Lindenwood College outside of St. Louis who
was home for the summer. Her name was Jacqueline Schwab. She lived with her family
on West 19th Street about three or four blocks west of May Avenue, I had dated her
some at Classen until Stanley Lee cut me out of the picture. I dated Jackie a lot during
these two months. She had a classmate from Lindenwood who lived in Sulphur,
Oklahoma. Jackie would go to Sulphur and stay with her friend and I would drive to
Sulphur in my Packard and pick her up. We had some great times while it lasted. She
was going with another guy (A.C. Hunt) who was in the service overseas at this time.
She later married him and was still married to him when he died in the 1990's. On a
couple of occasions, I buzzed her house in Oklahoma City in a B-17 - almost tore the
roof off, she later told me. Nothing like being 21 and stupid.
        From Ardmore, we were sent to Kearney, Nebraska for processing to go
overseas. Rumors were rampant that we would be sent to the Far East. My brother,
Albert Upsher, was a doctor in Kansas City. I spent a couple of days with him en route
to Kearney. We had heard that liquor was selling for $100 a bottle in the Far East. Albert
had some connections in Kansas city and he was able to get me two cases of bourbon.
The problem was how to get the cases on the base. I hid them in my duffle bag and got
them safely on the base. The next problem was that my engineer had a venereal
disease which he had contracted somewhere. His name was Burch and he was older
than I. Burch was a regular Army man and had forgotten more about the B-17 than I
would ever know. There was no way I was going overseas without him, so I forged
some papers and he went with us. The night we left, I had to sign receipts for a B-17
airplane: four Wright engines, several machine guns, etc. The Army Air Force was living
in the past. Burch and I were able to hide the whiskey, one case in the radio room and
the other hid in an inspection plate out on the right wing. I was very careful landing, of
course. We now knew we were going to Europe and not the Far East. We took off in a
thunderstorm and our first stop was an airbase in Connecticut. We landed about dawn
and went right to sleep. Sometime the next day, we went on the next leg of our journey,
to Gander Lake, Newfoundland. From Gander Lake, we were to fly across the Atlantic
to the Azores. The weather over the ocean was bad and we were delayed in
Newfoundland for several days. Bill Kilpatrick, an old, old friend of mine from home, was
also there. Poor guy; he was flying a B-24, which we thought was a bad plane. There
were several hundred planes at this base, all waiting for the weather to clear. The ladies
at the PX were of questionable character. Kilpatrick and I buddied around and he
learned of my hidden whiskey. My B-17 identification number was 61440 (I don't know
how I remembered that). At any rate, he wanted a bottle and I told him he could have
one out of the radio room. All the planes were guarded. Kilpatrick went to my plane,
awoke the guard and, all in all, he created quite a riot but in spite of that, he got the
booze and avoided being arrested.
        Finally, the weather cleared and we took off for the Azores. It was a night takeoff
under heavy clouds. As we lifted off the runway, my radio operator called me on the
intercom to tell me that our Number 2 engine was on fire. It was a false alarm as it was
the exhaust stack belching some normal takeoff flames out of the exhaust with the
flames being reflected against the clouds we were in. We were scared for a minute, but
it passed quickly as we figured out what had happened. We flew night into day and
landed uneventfully in the Azores. A B-24 landing behind us had its landing gear
collapse on landing and it skidded off the runway. One of those B-24s crashed at every
place we landed, from the Azores to Italy. It had to be a bad run of manufacturing, as in
each instance the landing gear collapsed.
        From the Azores, we took off for Africa. Our destination was Marrakech. It was a
routine flight and another B-24 crashed. The next day we left for Tunis. As we were
driven to our plane that morning, we could see a camel caravan off in the horizon. It was
quite a contrast seeing caravans and planes at the same time. As we lifted off I could
see oil flowing out of No. 2 engine. We circled back and landed. My super engineer did
not get the cap on correctly and we were siphoning oil out of the crankcase. The flight to
Tunis proved to be routine. After an overnight stay, we departed for our assigned base
in Italy.
         The base was located east of Foggia and a little west of Manfredonia in the
southern part of Italy. This was a part of Italy that had been badly hit by allied bomb
attack. Manfredonia was almost on the Adriatic Coast. I was assigned to the 20 th Bomb
Squadron, 2nd Bomb Group, 15th Air Force. I landed in August 1944, one month after my
21st birthday. I was too young to know how much trouble I could get into. The four of us,
pilot, co-pilot, navigator and bombardier, were assigned a tent in an Almond grove. We
noticed as we landed at our assigned base that there were an unusual number of
people around the flight line. We soon learned that the 20 th Squadron, the one to which
we were assigned, had sent 10 planes over the target that day and none had returned.
It was not the welcoming party that we would like to have. The ordinary procedure was
for new crews to be broken in by an experienced crew, but in view of the loss the day
we arrived, we were sent right into the scheme of things. We started flying as a crew
and flew several days in a row.
         In the evening, after dinner, if there was to be a mission the next day, the
schedule was posted on the 20th Squadron bulletin board. The list posted would show
the number of the airplane you would fly and the position the plane would fly in the
formation, as well as the names of the ten crew members and the position they would fill
- pilot, engineer, etc. It wasn't long before our crew was split up from time to time as we
soon became an experienced crew and were used to break in new crews as they
arrived. The notice of the next morning's mission also gave you the time you would be
awakened. The following morning, someone would come by your tent and get you up.
You went to the mess hall for breakfast (our mess hall was a huge building made of
stone). You ate your breakfast and then went to briefing to find out the particulars of the
mission. It was here that you were told where you were going, and what your position
would be in the squadron (lead or wing or what). Sometimes you were placed in the No.
4 spot. This was just behind and below the lead plane. In such cases you flew looking
out the top window at the tail of the plane just above and in front of you. We were
required to fly a tight formation. In the No. 4 position, you had to fly your plane looking
up through the top window so you could keep your plane in place with a plane flying on
both your left and right wings. The composition of a squadron was either 7 or 10 B-17s.
In addition, we were told at what height we were to fly and location of the "initial point."
         The "initial point" was where the squadron would make its last turn for the target.
They would also tell you how long the "bomb run" would be. The "bomb run" was the
length of time you would have to fly straight and level from the initial point to "bombs
away." This was the most critical time of the mission as the flight of the plane was
turned over to the bombardier. In most instances, the lead plane's bombardier controlled
this time and the other planes dropped their bombs on his signal. We were also briefed
on which way to turn after "bombs away."
         Sometimes we had a fighter escort, sometimes not. The German fighters were
not as numerous at this time as they had been in the past. I was very lucky. On the
missions when there were German fighters, they either picked on some other plane or,
for some reason, left me alone. I was most grateful.
         The ride home went pretty fast assuming you had not gotten hit by flak or
fighters. It went pretty fast because the winds over the Alps and this part of Europe were
southerly and we would be going south after the target. After bombs away, if you had a
tail wind at an altitude of 25,000 to 32,000 feet, you were moving over the ground at a
fast clip (by World War II standards).
        We would take a C-ration with us and a can of beer. When we got below 14,000
feet, we could remove our oxygen masks and have a snack. In addition, our engineer
rigged up some old oxygen lines and used them to vacuum our plane. The engineer
would take one end of the line and stick it out the window and with the other end he
would clean up all the trash. Our plane would be clean when we landed. Upon landing,
you were taken to de-briefing. Here you told the intelligence officer what you saw on the
mission: German planes, battle damage, and anything or anyone who had been shot
down, etc. At the end, you were presented with two ounces of whiskey. I was one of the
few members of my crew who drank this stuff, so I had a ball. From start to finish, a
mission could last from six to eight hours of flying, plus all the beginning and ending
chores. It would be a full day. At times we would get halfway to our target and the
mission would be scrubbed. Sometimes you were assigned as a spare to tag along
behind in case someone dropped out en route because of engine problems. Flying at
this altitude, 25,000 to 32,000 feet (the worst I was ever hit was over Vienna at 32,000
feet) and for long periods of time, the call to nature involved an interesting experience. If
you needed to move your bowels, forget it! No way. But the urine problem was one
capable of solution. The planes had no heater so, in addition to regular clothing (shirt,
pants, socks, etc.), we had electrical flying suits on. It was somewhat bulky, but to
relieve yourself, you had a flexible tube that you had to get your taliwacker close
enough to hit. With all the clothing bulk, in addition to flying in a B- 17 formation, it
wasn't easy. If you missed, you missed. If you suffered because of your layers of
clothing, it was "tough luck." So it went.
        Dinner was in our spacious mess hall. After dinner, there were a couple of ping
pong tables, and I fell into the habit of playing every night until it was time to see if you
were scheduled to fly the next morning. Another tactic that was used by the 15 th Air
Force was to send one plane out of each group, flying on instruments, into enemy
territory when the weather over such locations was so bad that there could not be a
regular mission. The object was to drop bombs through the clouds upon some target
and was designed to harass the enemy. When you we[re] sent on those missions, you
were to stay in the clouds at all times. If,enroute, you flew out of the clouds and were
flying in the clear with no fighter protection, you were to turn around and go back to the
base. Fortunately for me, I was not sent on any of these solo missions. The loss rate of
B-17s was very high. The British only bombed at night, so the allies were trying to keep
the Germans alert to air attacks on a 24-hour basis. I never learned if the plan was
successful.
        On days when there were no missions, you just "messed around." You could
catch a ride I into Foggia and loaf at the PX. On one such day, the first person I saw
was Wilson Clark - a Phi Gam from Ponca City. I knew him well at school.
        Once in a while you might have a mechanical failure and be forced to return to
base. If an engine needed to be replaced, you would have to fly around for several
hours breaking in a new engine. Sometimes we would get some flying hours at night
and would try to fly through the search lights that the base was focusing in the sky. It
was lots of fun.
         The first mission in which I flew was a little unusual. When we were over the
target and the instruction "bombs away" was spoken, my bombardier released our load.
We had twelve 500-pound bombs in the bomb bay. Only about half of the bombs were
released, the remaining one were just hanging there, half released. None of the crew
could unhook them and so I went back in the bay and released them. Mind you, the bay
doors were open we were up high on oxygen. When I got back to the base, I wrote
home about my first mission. It must have upset folks because my brother wrote me a
scathing letter telling me to write only "peaches and cream" to the home folks. After that,
I did as he told me.
         As I recall, I was only in serious trouble once or twice. The most harrowing flight
was a mission over Vienna, Austria. We were bombing oil refineries. We went in at
about 32,000 feet. For some unknown reason the lead plane did not drop the bombs as
we flew from the initial point to "bombs away." It usually took several minutes flying
during this time while the Germans were shooting at the plane. This shooting
experience is called "flak." Since we did not drop the first time, we did a 360-degree
turn and went through the same routine. This time my plane was hit by flak just as we
dropped our load of bombs. My copilot and engineer were hit by flak and a piece of flak
fell into my lap. Two of my four engines were hit. My No. 1 engine (the one of the far
left) was feathered. That means we were able to turn the dead prop perpendicular to the
wind to eliminate drag. The No. 3 engine, just to the right of the copilot, would not
feather and it was shaking the plane so hard that the vibrations made it hard to control
the plane. Having lost two engines, I fell out of formation and was limping along. I went
into a steep dive in an effort to tear the vibrating engine from the nacelle that was
holding the engine to the wing of the plane. Then I pulled up sharply and inertia threw
the bad engine into the air and the vibration stopped. For some wonderful and unknown
reason, the German fighters in the area had broken off and did not attack me. Since we
had mountains to clear on our way back to the base, I told the crew to throw everything
out that was not tied down - guns, ammunition, radios, any and all equipment, including
the ball turret, and so everything went and we limped along, fortunately unmolested.
After a while we contacted air-sea rescue and they gave me a course to fly that would
get me to the closest allied airfield. We cleared the last mountains to a British Fighter
strip just behind the front lines in northern Italy. We went through a valley with the
mountain peaks above us on
both sides. We had to crank the landing gear down by hand and the brakes failed about
halfway down the runway. The British would not let us sleep with them. My two
wounded crew members went to the hospital and we were sent to an American Salvage
Squadron - all black - and I promise you, we were very glad to be there. I have a picture
somewhere of that plane. When we got back, I had to survey the damage and send a
message to my home base. In doing so, I had to walk out on the wing from which I
promptly fell, but I wasn't hurt. The fall was in front of several British soldiers and I was
very embarrassed. This mission was in the middle of November and was the first real
trouble I had seen since my initial one. We radioed down and gave the base an
assessment of the damage to the plane. A plane was sent to pick us up and that was
that. I never saw nor heard anything about my copilot or engineer again.
         After dropping your bombs over the target, you started for home. Usually you had
tail winds coming south over the alps and so the trip back went fast. Once I lost an
engine due to mechanical failure over Munich. I fell out of formation and was flying
alone. There were German fighters in the area and I radioed for allied fighter escort.
Three P-47s arrived and escorted me out of harm's way. Later I learned that the leader
of the three planes was Louis Swidensky. He was a childhood friend who lived just
down the street from me when I was at 1936 N.W. 20th.
        Once during your tour of duty (50 missions), you were sent to a "rest camp." It
was either the Isle of Capri or Rome. I picked Rome. During the Allied Campaign, Rome
was bombed and there were many citizens wandering around, most of whom were
hungry. They would walk up and down the street where the hotels were that housed the
allied fliers. We had a big time. I picked up a good looking blonde, had my picture taken
with her and sent it to my Mother. That was a bad mistake; Mother almost never
recovered.
        One afternoon after I had flown all of my missions and was awaiting orders to
return to the United States (early January 1945, Bill Kilpatrick walked into my tent. He
was flying B-24s from a base much further south from where I was based. As a result of
this geography, they did not fly as far into enemy territory as we did. He was really on
my case about that until I told him I had finished my 50 and he was still trying to finish
his. We stole some chickens from the mess hall and had a great time for a day or so,
He finally finished his 50 missions and arrived home okay.
        The first mission I flew was September 3 to Belgrade, Yugoslavia, and the last
was on December 26 to Brux (I even flew on Christmas Day). In those four months, I
flew 50 missions and fortunately had airplane problems on only a few. For these four
months, I was awarded the Distinguished Flying Cross; the air medal with three oak leaf
clusters and the European Battle ribbon with four stars. I was one lucky kid. In
December, when I finished, I was 21 and one- half years of age.
        My orders finally arrived. I went on a truck to Naples only after my commanding
officer said he would promote me to captain if I would sign up for another tour. I
declined and went on my way home. In Naples, while waiting on a ship, I ran into A.C.
Hunt, who was engaged to Jackie Schwabe, the girl I dated from Ardmore. He took me
in for a few days in his nice high rise, steam-heated apartment: quite a change from my
tent in the almond grove outside of Manfredonia. I left on a slow troop ship and landed
outside of New York where we were transferred to a troop train. At some stop, I gave a
message to a lady watching us and asked her to send to Jackie, who was then
attending Lindenwood College outside of St. Louis, that the train I was on would be at
the St. Louis train station at such and such a time. Sure enough, the message got
through and we were able to say hello.
        The train look me to Fort Chaffee in Arkansas and from there I took a bus to
Oklahoma City. Several members of my family met me at the train and the first thing
that happened when I got to my Grandmother's house where we were living, was that
my Mother and Grandmother had a huge argument over me. It was a very bad scene.
My air force records show my last flight in Italy (non-combat) was January 6, 1945. My
201 personnel file says that I was transferred from Italy on January 20. The next date
that you see I was in Hobbs, New Mexico awaiting assignment during February and
March. I have no recollection of Hobbs. After some time in Oklahoma City, I was sent to
Santa Monica, California for reassignment. The Air Force (Army Air Corps then) had
taken over all the hotels for returning airmen and officers from overseas. I have a vivid
recollection of spending V-E Day (April 1945) on the curb in front of the Adolfus Hotel in
Dallas, Texas with the cashier from the Abe & Pappy's Night Club, together with a fifth
of bourbon and a dozen lemons. I left the next day for Kingman, Arizona with some
friends in their car. Everything was closed for a day or so and we survived on peanuts
and soda pop.
         I was only at Kingman for about three weeks and my job was to fly a B-17 with
enlisted men at the waist gun position shooting machine guns at targets on the ground. I
did manage to go to Las Vegas on the weekends for a little fun and games. On May 10,
I was transferred to Love Field in Dallas waiting reassignment to Homestead, Florida to
be trained as an airline pilot Flying C-54s. The C-54 was the same plane as the DC-4
used by the airline companies. Homestead was the training school for Pan American
Airlines. The course was six weeks long and there was no time off during the entire six
weeks. The training was very intense. You flew in bad weather on instruments. You took
off and landed with the instructor cutting one or two engines off to see how you handled
the plane under adverse conditions. It was tough duty. I graduated in August and was
sent to what is now March Field outside of Sacramento.
         In Sacramento you telephoned operations every night at 9:00 p.m. and gave the
officer on duty your name and rank. If they had a flight scheduled for you, they would
tell you that fact and give you no less than 24 hours in which to report. The mission here
was that of the Army Corps Airline. It was called the Air Transport Command. You flew
the C-54s, transporting personnel and cargo across the Pacific Ocean. If they did not
have you scheduled for a flight when you were called, you had nothing to do until the
next night at 9:00 when you had to call again. Well, needless to say, twenty some year
old pilots with wings, battle stars and medals, could have a pretty good time when you
knew that you did not have anything to do for another 24 hours. We had guys living in
Vegas, Lake Tahoe, L.A., etc. People could call in from wherever they were staying. I
spent time in L.A. dating a girl who lived in the Bellaire section of L.A. and belonged to
the Santa Monica Beach Club. I played a lot of volleyball in those days. One night I
called Mother and introduced her over the phone to the girl. I'll never forget it, Her name
was Nellie Barr and when she got on the phone, Mother chewed her out for associating
with her son. It must have been the same speech she gave Elise Johnson on the train
when they came to see me during basic training. It was after that train ride that Elise
gave me a "Dear John" letter.
         You depart from the airport at San Francisco for the first leg of your flight, The
first stop is Hickam Field in Honolulu. Between takeoff in California and landing in
Honolulu, there were four beacon ships that sent out radio signals so you would know
you were on the correct course. Very helpful. It also told you when you were at a "point
of no return" and this was a point of your flight at which, if you had plane trouble, it was
closer to continue on course rather than turning around and going back. Upon landing at
Hickam and leaving your plane, another crew took the plane on West while you were
required to spend some 8 or 10 hours on the ground. Then, you got in another airplane
and went on West. Depending on the final destination of your plane, you could land at
any one of several places; to-wit, Johnson Island, Kwajalein; Guam, Manila or even
Brisbane, Australia. I didn't make too many trips before the Army published the points
required to be discharged from the service. Since I was one of the few pilots at March
Field who had been in combat, I was almost at the top of the list. Accordingly, I signed
up to be discharged. At the time I was at Hickam Field in Honolulu on the way back to
the United States, I was sitting in the Officers' Club one afternoon when Admiral Halsey,
on board the USS Missouri, was on his way back from the surrender ceremonies in
Tokyo Bay. As he steamed out of Pearl Harbor, he had all the sailors in dress whites
and at parade rest on the deck where all could see. At some point, he gave the
engineers the "full speed ahead" because, all of a sudden, the Missouri lifted her bow
up high and flat went out of Pearl Harbor with all flags flying. What a sight!
        I did everything I had to do to clear the base and departed for Sheppard Field,
Texas to be discharged, the same base at which I initially reported in January 1943.
Now it was October 1945. I hitchhiked a ride on a B-29 to St. Joseph, Missouri and from
there hitchhiked by road to Kansas City. I spent some time with my brother, Albert, who
had seen me off for overseas in the summer of 1944. What goes around, comes
around.
        At Sheppard Field I went through all the clearances required and was separated
from the Army Air Corps on October 12, 1945, as a First Lieutenant. I remained in the
Army Air Corp Reserve because I loved flying. I can't tell you how I traveled from
Wichita Falls, Texas to our Oklahoma City home, which was then 322 West 13 th. This
was the home of my grandparents where Mother and I had one room.
        I learned that Ed Moler was also released from active duty. I called him and said
that I was going down to Norman to see about enrolling in school even though it was six
weeks or more late. Ed said he would go with me, but did not intend on enrolling. To
make a long story short, we both enrolled. The fraternity house (Phi Gamma Delta) was
closed. As returning veterans, we were eligible for university housing and we were
placed in the old dorm south of Lindsey. That was where the ROTC was before the war.
Ed and I had some big times that fall. There were very few men on campus and we
could get a date with almost anyone on very short notice. At any rate, we took all the
classes we could in the fall of 1945 and the spring of 1946 so that we could enter law
school in the summer of 1945 [sic].
        That summer was a hot one. Ed and I lived in a rooming house on Debar. We
had the attic with a bunk bed. It was truly miserable. At night we would drag our
mattresses down to the drive and sleep there until daylight. The law school schedule
was demanding: from 7:00 a.m. until noon, five days a week. Mother was in the high
part of her affair with George Davis and it was just fine with her for me to be in Norman
and not in Oklahoma City. Sometimes she would spend days in George's house at
Silver Lake. My grandmother was most distraught over this, but Mother laid it off to the
fact that Davis was supplying her with funds she would not have had otherwise. I was
on the GI Bill of Rights; but Mother rode that horse about George Davis until the day he
died. It was only then that she admitted he was also going with his secretary (Nadine
Combs). Rather than leaving her something in his will (as he had promised), he left it all
to Nadine. Mother never recovered. I vividly recall the day she asked me to go to the
courthouse and check on Davis' probate. I did as told and had the dubious pleasure of
telling her she was out in the cold. She remained a bitter woman for the rest of her life.
Shortly before she died, she told me that "there was nothing wrong with your father;
there was something wrong with me."
        In the fall of 1945, the Phi Gam house was reopened. There were many more
men who had returned from the war. I started dating a girl named Margaret Adams. She
lived on Chautauqua and her dad was the Dean of the Business School. After our
relationship got sort of serious, we decided to go our separate ways. I was a first year
law student with no funds and two more years of college ahead of me and so we parted
ways. Later on, I met a Theta by the name of Patti Estill. Betty Lou introduced me to
her. She had a ring on from a Marine in the South Pacific. We started dating heavily.
The Marine came home and Patti returned his ring. He then started dating Margie
Adams. I got a "Dear John" letter from Patti during the summer of '46 or '47.          She
came to Norman on a bus to tell me "adios." I hooked up with Margie again and we
were married in the fall of 1948 after I graduated from law school. The old ball takes
funny bounces.
        We worked hard in law school and we played hard. Before we graduated in 1948,
Moler was President of the fraternity and so was I. There were dances every Friday and
Saturday night and the men were dressed in formal tails. There was a lot of drinking
going on. One weekend after a dance, Moler, Wes Finley, David Wallace and I decided
we would drive to Oklahoma City and continue the party. We sneaked Ed's and my date
out of the Theta house and off we went. Four couples in Ed's grey buick. En route,
Moler went to sleep and sideswiped a school bus on the bus' side of the road. We threw
all the bottles out the window before the Highway Patrol arrived. We were towed to
Oklahoma City, all four couples in the buick. Then we called cabs to take us back to
Norman and, interestingly enough, all survived. There is much more that could be told,
but I don't want to destroy the image I may have with those of my descendants who
might run across this document.
        Margie and I were married in October 1948 after graduation in June. We were
married in the Episcopal Church in Norman. Mother was her usual charming self. She
had been against the marriage from the beginning. On the day of the wedding, she
decided she was sick and would not attend. Fortunately, my brother was there as my
best man and he literally picked her up and got her to the Church.
        I went to work for Erman S. Price, a lawyer in Capitol Hill on West Commerce
Street across from John A. Brown, for a salary of $50 a week. That averages out as
$216 per month. Margie got a job teaching school. We rented an efficiency apartment at
500 N.W. 20th, just across the street from Wilson Grade School. It was very small; the
bed came down out of the wall. We painted the whole apartment before we moved in.
We were fat, dumb, happy and broke. Before Meridith was born in January of 1950, we
moved into a one-bedroom apartment. Meridith had the colic for weeks and soon I was
able to sleep and rock her in her cradle at the same time.
        From time to time, Mr. Price would have a good week and pay me $75 and that
was a big deal. As time went by, I examined an abstract covering land in Oklahoma City
that had an oil well on it. The oil company said that my client's title was no good. I
disagreed and finally prevailed. As a result, the lawyer for the oil company offered me a
partnership with him. His name was Leonard Sibel and his office was in the penthouse
of the APCO Tower at 1st and Robinson (now the northwest corner of Robinson and
Park). He showed me his books and told me he was an alcoholic but had been sober for
a couple of years. I made the change and was in business as "Sibel & Upsher." He
immediately fell off the wagon and I was stuck. Meridith had been born by now and I
was in trouble.
        When I was released from active duty in October 1945, l remained in the Army
Air Force Reserve. An old friend of mine and future godfather to Kathy Upsher Killough,
Dick Wilson, a light Colonel, was the commanding officer of the 323rd bomb wing at
Tinker Field. Dick had pledged Phi Gam after the war, but soon joined the regular Air
Force. I loved to fly and this group was flying a light bomber called the A-26 or the
Douglas B-26, a twin-engine plane with a lot more pizazz than a B-17. Dick encouraged
me to join his wing. I had been taking extension courses from the Air University and so I
joined. We flew one weekend a month and I got paid for it. With a wife and baby, I
needed all the dough I could earn. It was truly fun and on the weekend when we trained,
we would take off from Tinker and fly to the range at Fort Sill. There we would simulate
strafing runs with machine guns and bomb runs with bombs. It was a blast while it
lasted because we were using live ammo. In the summer of 1950, I went to two weeks
of active duty at Eglin Air Force Base in Florida. It was still a blast. I was a little boy
playing soldier. We flew down, flew back and flew every day that we were there. We
saw a firepower demonstration from a B-52 which was the biggest bomber that the Air
Force had at that time. It was some sight.
        Bill Whiteman, an old friend of my brother's and an old friend of mine who had
taught me some accounting at the University of Oklahoma, was a very innovative
businessman. He had several things going and he asked me in the latter part of 1950 if I
thought I could stay out of the Korean War for awhile and I told him that I could. He
offered me a job to be his right-hand man and on January 1, 1951, I went to work for
Whiteman. At that time, he was investing Dudley J. LeBlanc, the man that had Hadacol
(??) I He also bought a loan company and had other things going and I was going to be
his guy. Since I was a member of the Air Force Reserve, I had access to Air Force
airplanes and in early January, I flew him to Kansas City on a business trip. The
weather turned bad and he had to return to Oklahoma City on the train. I stayed three or
four days with my brother until the weather cleared and then got in a C45 which was a
twin engine plane to fly back to Oklahoma City. En route, I lost my oil pressure and had
to make an emergency landing at the Tulsa airport on a runway full of ice. So much for
my Air Force Reserve activity.
        In January 1951 I received a notice from the Air Force that I would be called to
active duty on March 10, 1951. By this time, Wilson had been transferred to the
Pentagon working in the office of the Secretary of the Air Force. His job was to answer
Congressional letters of complaint about the Air Force or ones seeking information. I
learned that I would be assigned to Biggs Air Force Base in El Paso, Texas and would
probably be flying huge cargo planes all over the world. At this time in my life, I had a
wife and a daughter about one year old and that scenario did not appeal to me.
        I had spent almost three years in World War II; had flown 50 missions in combat,
had two college degrees and really did not want to be an airplane jockey any more. So,
I called Wilson in Washington, D.C. and he encouraged me to get in uniform and come
to the Pentagon with a transcript of my college grades, my diplomas and my Air Force
201 personnel file. I did as I was told. I hitchhiked a ride on an Air Force plane from
Tinker A.F.B. and when I got to Washington, I stayed with Dick while I made the rounds
at the Pentagon. He introduced me to several high ranking officers including his boss, a
Colonel by the name of Sam P, Triffy, Triffy decided he would like to have me in his
group answering Congressional mail. The problem was that the El Paso base was in the
Strategic Air Command and he wasn't sure he could mange a transfer. I was instructed
to report as ordered at Biggs and he would see if he could get me in the Pentagon.
        I reported as ordered at El Paso. Just before I left, Wilson told me that a transfer
would be coming through. As I recall, I went to El Paso by myself, leaving Margie and
Meridith a 500 N.W, 21st where we were renting the apartment. Sure enough, the
transfer came through just in the nick of time. They were making a legal officer out of
me, but I was instructed to leave El Paso on March 27 and report on April 3 to the
Pentagon.
        I don't recall the logistics of getting to Washington with Margie and Meridith.
When Margie and I got married, my brother had made arrangements for me to have a
green plymouth coupe (one seat) and I remember driving all night long to Washington
with Meridith on the back shelf. I had rented an apartment just across the street from
Wilson. The address was Apartment 2, 107 North Wayne Street, Arlington, Virginia. It
was on the ground floor and included two bedrooms, bath, living room, dining room and
kitchen. I was working in the same offices as Wilson and as a First Lieutenant, I was
working with Captains, Majors, Colonels, etc, The offices were called "Legislation and
Liaison" (L&L). I was in tall cotton.
        The drill went like this: Every day there would be many inquiries from members of
Congress about a variety of things. People from one district or state would write their
Congressman or Senator. These letters would be spread out to the members of our
division. We were in the Airman's Division. We only answered letters concerning
enlisted men. There was another division concerned just with the officers. Remember
this was 1951 and you cannot believe the incredible amount of mail that we processed
every day. Each officer had a slip that disclosed the number of letters assigned to you.
The person in charge would just divide the letters equally. From time to time some
problem would arise that had national implications. At those times, the mail would
multiply, but they would generally be asking the same question. If the first one was
answered and your superior (Colonel Triffy) approved of your answer, then the rest of
the letters assigned to you would be boiler plate. Most of the time, you would have to go
to various departments to get the answer to the letter. Sometimes you would talk to the
staff member of the Congressman and get it settled that way. Over the course of time, if
you were skillful, you could develop a relationship with the staff person and settle the
inquiry by telephone. I was able to accomplish this with some members of the
Congressional staff.
        I was a First Lieutenant in an office with Captains, Majors, Colonels, etc. My
secretary was a very efficient, tall redhead. Together we would design a reply to an
inquiry from a Congressman or a Senator. As I said, when something hot hit, we would
get hundreds of letters, all on the same subject. I started the boilerplate response to
these questions and this policy continued for a long time after I left. My boss, Colonel
Triffy, kept bugging me to get a commission in the regular Air Force. Meridith's port wine
stain concerned us, so we had her checked at Walter Reed Hospital. They felt they
could help, so I applied for the commission. The commission was approved, but I
declined to accept. I don't know why I reneged, but I did and I was very unpopular with
the boss from there on out.
        I was able to finish my assignments early, thanks to a good secretary. The
Pentagon had a great war library, and I would check out books and bring them to my
office. I fixed up my desk drawer so that a book would fit in it and then I could read the
book while staring at my desk and people looking in my office would think I was working
instead of reading my book. I never got caught; but remember, I did all I was supposed
to do. Triffy, my boss, finally forgave me for turning down the commission and we
became great friends. He was a real inspiration for me.
        As I mentioned before, Dick Wilson lived across the street from us. The Samis'
were at Quantico. Big Jimmie was in the Marines. They would drive up to our place on
the weekends, park the twin girls in our bed and away we would go. Those twins wet
our bed every Saturday night for weeks on end. One weekend, the four of us drove to
Baltimore and had dinner with Martha and Rainey Williams. Rainey was training at
Johns Hopkins. We went to some strip tease joint and were the only ones there. It was
bad, really bad. After all these years, I still remember this perfectly terrible looking lady
coming out and singing "Kiss Me Sweet, Kiss Me Simple, Kiss Me on My Little Dimple."
At this point, she pulled down her blouse - it was really gross. Martha and Rainey lived
on the second floor of a three-story high rise, but the people on the third floor had to
come through the Williams' apartment to get to their apartment. Very strange.
        While we were in Washington (April 1951 to October 1952), Margie and I had to
watch our finances. As a First Lieutenant on flying pay, we were not too flush. To make
our money last, we had envelopes prepared with the function listed on the front of each
one: i.e., rent, cleaners, food, recreation, etc. Each month we put the funds in the
envelopes and so made our money last.
        One night there was a knock on our door (as a First Lieutenant, we did not live
very high on the hog). As I opened the door, I was startled to see Stanley Lee. I never
did figure out how he found me, but he did. He was in Washington attending a Dr.
Pepper Convention. During the course of the evening, he indicated that Lee Way (the
Lee family truck line) wanted to employ me as their lawyer when I got out of the service
(the end of 1952). I indicated that I would be interested. I also told him that my former
employer, Bill Whiteman, was holding a place for me and, as a matter of fact, was trying
to use his influence to get me discharged early. Whiteman was successful in getting me
out of the Air Force two months before my 21 months of required service expired. I went
to the Air Force in March 1951 and was scheduled to be out in December 1952. Thanks
to Whiteman, I was released in October. We left Washington, D.C. in stages. Margie
was pregnant with Leslie (who was born March 31, 1953), and she flew home in an
airplane piloted by her brother, Browning Adams. Dad loaned me some money and we
bought kitchen appliances with it. The Air Force moved our furniture and after Margie
and Meridith left, I lived in the officers' quarters at Bolling Air Force Base. I will never
forget my last flight as an Air Force pilot. I was assigned to fly some Congressman to Ft.
Knox, Kentucky and to stay there while he made a speech at a civic club. I was in a
twin-engine bomber. The weather was bad, rain, fog, etc. When we were ready to land
at Bolling Field, I had to make an instrument approach up the river. I landed, told the
Congressman goodbye, kissed the fuselage of the plane and have never been in an Air
Force plane since. The only flying I have done since 1952 was with my brother in his
aero commander on one or two occasions.
        We bought a house in the Village, at 2254 Dublin Road. We were persuaded to
buy there by the Samis' who lived up the street and the Paul Darroughs, who also lived
up the street. The price was $14,250. Dad loaned me the $250 and we had a mortgage
for the balance. It took a little while for the house to close and for our furniture to arrive
from Washington, I went to work for Leeway immediately since money was the primary
concern. We lived with Dr. and Mrs. Adams at 634 Chautauqua in Norman for a few
weeks until we could get settled in our new home in the Village. Leeway assigned me
some old car to augment our green plymouth and so I had a way to get to work at
Leeway (1016 SW 2nd) and Margie had some way to get around. She got a job teaching
school at Linwood Grade School, which was off Drexel, a couple of blocks west of May
Avenue, on 19th or 20th.
        I was employed as an attorney for Leeway. George Short and Max Morgan were
there as lawyers. My mother had recommended George Short to Mr. Lee in the 1930's
when they regulated the trucking industry. At that time the Lees lived across the street
from us at 1936 N.W. 20th. I knew nothing about the trucking business and thought it
would be helpful if I worked as a common laborer on the dock and/or drove a pickup
truck on a route so that I could learn the business from the ground floor. There I was, 29
years old with a daughter and expectant wife and I was learning a trade. I worked on the
dock and ran a truck route for several weeks.
        The old hands at Leeway, Cliff Phillips, Leonard Quirk, Ike Bennett, and J. L.
Brundage, sort of resented my presence, but I hung in there. I was so sore after doing
manual labor that Margie would have to give me a rub down every night. One day I
thought that Bob Lee was having trouble with me working there (Stanley had hired me).
I went to his office and told him that I had done something wrong to tell me, or if he were
uncomfortable with my working there to tell me and I would leave. We had a good
conversation after my opening remarks, and remained very close to each other for the
rest of his life and for the remainder of my time at Leeway. We worked very closely
together - much more so than with Stanley - and over the years our relationship fit hand
and glove. He was the older brother and driving force behind the growth of the
Company.
        After some time on the freight dock and in a pickup truck, I was promoted to the
Traffic Department under Ike Bennett, Traffic Department Manager (Clay Bennett's
grandfather). He was a fabulous person - no formal education, but smart as a whip and
knew the trucking business up one side and down the other. He taught me all I ever
learned about the freight business. At this time in the life of Leeway, we were working
for the Government hauling ammunition and other high explosives. The Government
required that you chart the highway routes over which you would haul explosives. They
required you to chart every school, church, bridge, etc. Bennett, in a continuing effort to
run me off, told me to chart the highway from Oklahoma City to Tulsa, to McAllister, to
Oklahoma. He needed it in a matter of a day or so. His due date was impossible to meet
as I could not drive a car over the route and accumulate the information required by the
government. I got the bright idea of asking the Oklahoma Department of Transportation
if they could help me. Sure enough, they had detailed charts containing all the
information needed. I prepared the charts and gave them to Bennett before the due
date. He was flabbergasted and we were close buddies from that day forward.
        These were the days before deregulation of trucks. The Interstate Commerce
Commission (ICC) had authority over the routes traveled by the truck lines and what
they could carry. As a result of this, I was appearing before State Commission and the
ICC. Sometimes I was seeking more authority for Leeway, but more often I was
objecting to other trucks seeking to invade Leeway's territory. I met many nice lawyers,
made some close friendships and finally was admitted to the "Motor Carrier Lawyers'
Association." This was a most exclusive group and I was flattered to be asked to join.
Each year they had a convention as some nice spot and Margie and I went to them year
after year.
        In the ICC practice, it was customary for several parties to hire the same lawyer.
The Lees gave me permission to represent other truckers so long as their position was
not contrary to Leeway's. As a result, I appeared for many different truckers and the
Lees let me keep the fees that I charged these other lines. Very nice.
        Sometime in the middle 50's, Mr. lee called me in and said they needed me to
come over on the business side of the firm. He put me in charge of the "over-the-road"
drivers. These were the men who drove trucks from one city to another city. I didn't
know beans about this part of the operation, but since I was told that I couldn't expect to
get ahead unless I moved to the business end, I was determined to give it a try. I
needed a helper and I went into the ranks of the drivers and got a man by the name of
Dale Smith to give up his seniority as a road driver and move over into management. I
gave him the example of two ladders. I told him he was at the top of his seniority ladder
as a member of the Teamster's Union, but if he moved to management he would start at
the bottom of a ladder that would reach much higher than his road driver ladder. He
bought the argument and never looked back. He was my right hand man from that day
to the day I left Leeway in 1977. In selecting him, I proved to be much smarter than I
thought I was. Dale Smith was a true winner. He not only handled the road drivers for
me, but Stanley put me in charge of Union grievances, negotiations, etc. and Dale was
just as valuable there as in the handling of the drivers. We traveled together in the
beginning. He had never flown in a plane and was petrified at the start. I put a name tag
on him -- "Mother Mayfield" (Mayfield was his middle name). It stuck with him for the
rest of his time with Leeway.
        In 1952, the Leeway operation ended in the South at San Antonio and Houston;
in the West at Amarillo, in the North in Wichita and Kansas City and in the East at St.
Louis. At the same time there was another truck operation that was confined to points in
Oklahoma. It was an intrastate operation and had no authority to go out of the State of
Oklahoma. It covered central and western Oklahoma and was the result of Mr. Lee's
having lived in Western Oklahoma (Hammon and Clinton) for the years before he
moved to Oklahoma City. The headquarters for the operation and Oklahoma City
terminal were located at 1016 S.W. 2nd. The operations at Reno and May Avenue were
under construction at this time.
        As years went by, the operation expanded from the confines of the Southwest.
We bought a small truckline that served Chicago from St. Louis. We proved to the
government that Leeway needed to serve Denver from the Oklahoma Panhandle. We
then bought a truckline called Summit Fast Freight. It was based in Akron, Ohio but it
operated from St. Louis and Chicago east through Indiana and Ohio to Pennsylvania. I
spent a lot of time in Akron. There were a lot of us who spent time there. We rented an
apartment to save money and one day I cooked on the charcoal broiler. It was snowing,
so I put the charcoaler on the porch and almost set the whole damn place on fire.
        The coupe de grue(??) [sic] came when the owner of Texas-Arizona motor
freight announced that he wanted to sell the operation. It would dovetail into Leeway's
operation like a hand in a glove. It hooked on to us in Houston and San Antonio where
we had terminals and ran west to California with terminals at El Paso, Tucson, Phoenix
and all points west. It would make Leeway a truly transcontinental truck line. It was a
must! There was a small problem. This was in the days of regulation by the Interstate
Commerce Commission. In order for us to buy Texas- Arizona, we would have to
secure permission from the government. For this reason, the owner of the trucker would
not sell his operation to another carrier such as Leeway. We had to figure out a way.
The owner's name was Hub Hill and he owned the Acme Brick Company in Oklahoma
City. He was also a friend of Harvey Everest, CEO of the Liberty Bank and a member of
Leeway's Board of Directors. The asking price was $1,350,000. Bob Lee packed his bag
and went to New York to find a bank that would buy the truck line and hold it for Leeway
until we could get an “okay” from the government. Those banks that did not turn him
down wanted so high an interest rate to carry us that it made the deal impossible. From
New York, Bob went to Republic Bank in Dallas, and they wanted too much to do the
deal. He called Stanley and me from Dallas to report his lack of success. In the course
of the conversation, I thought about Mr. Everest who had a reputation of being a high
gambler. Since he was on our Board, he might be persuaded. Stanley went right down
to his office and we explained the deal. He asked one question - "What's the risk?" I
told him the risk was that if anyone ever proved we had a deal with him before he
bought the truck line they would not agree he could sell it to Leeway. To eliminate that
risk, I explained that in the contract between him and Leeway, the Lees (Bob and
Stanley) would take him out if the government would not "okay" the sale between him
and Leeway. This put Everest in as stakeholder with no risk. He said he would do it for a
fee of $150,000.00. We shook hands and agreed that Everest would go to Dallas and
meet Hub Hill (the owner of Texas-Arizona) and get a 90-day option for him to buy the
truck line. That would give us time to line up the financing. Instead, Everest went down
and bought the line. He paid $350,000.00 cash and gave him a 60-day note for the rest.
When we learned of what he did, we went into high gear, as we had no financing. I was
sent to New York with Morrison Tucker to get the necessary bank credit. One bank said
"okay" and then reneged. We ended up with a second bank, but it took a whole week.
Tucker had worked in New York City for the Rockefellers and he showed me all the
sights of the city. He graduated from Dartmouth during the depression and the only
work he could get was as a bellhop at a hotel. He showed me the hotel, but I cannot tell
you its name. It was a marvelous time. We walked the streets at night and he showed
me where he roomed in the same boarding house as Sally Rand of strip tease fame
and how he pawned his radio so she could buy a bus ticket to the Chicago World's Fair.
(Just before he died, Sally Rand cane through Oklahoma City and had lunch with him.
She was very old). Morrison Tucker gets much credit for the resulting growth and
prosperity of Lee Way. It would not have happened except for him and Harvey Everest.
(What goes around comes around). When Jean Everest was Chairman of the Board of
Trustees at Casady School and was raising money to build some new buildings, he put
the squeeze on Bob Lee and the Lee Lecture Hall was the result. The reason I know
this is that he called me in advance to ask me how to approach the Lee family to get the
funds and I told him how to do it.
         It would be hard to exaggerate how important this purchase was. It put Leeway
into the picture as a transcontinental carrier and we were off and running with the big
boys. Leeway went public and sold about 25% to the public. This was done to set a
market price on a share of stock. It was important to do this as Mr. Lee was getting
along in age and for estate purposes, people needed to know what the value was. This
offering was completed in 1960.
        Time marches on and as the years went by, the Lees gave me additional
responsibilities, First of all, Mr. Lee put me in charge of the over-the-road drivers (the
ones who drive from town to another town). I didn't know too much about this, so I went
into the Union ranks and hired a driver named Dale Smith (one of the smartest moves I
ever made). With my new duties, I could no longer handle the legal work, so I hired Dick
Champlin (another wise decision). He did marvelous work for Leeway. Many years later
I hired him again at Mistletoe Express. Then in time, Stanley bailed out of his union
work - grievances, disputes, changes in our operations, etc. That work became my lot
and it took me to Dallas meetings once a month, Kansas City and Chicago meetings,
two or three times a year. Finally, the trucking industry elected me to a five- man
committee to negotiate the national trucking contract with Hoffa and the Teamsters. This
national work went on for several years during the 60's and early 70's.
        There are many interesting things that occurred during this time. Met and made
two long strong friendships with Jack Gordon of Memphis and Ray Beagle of Kansas
City, Missouri. Jack owned a truck line and Ray was the lawyer for the trucking industry.
Ray and I spent many, many hours working with and against the Teamsters during
these days. The first national negotiations took place in the Edgewater Beach Hotel in
Chicago. Hoffa had a suite there and that was where we met - across a table. Ray and I
wrote the national grievance procedures sitting on the floor of Hoffa's bathroom about
four in the morning. Hoffa's name for me was "you Southern, jake-legged, son of a
bitching lawyer." The last negotiations with him were in Washington, D.C. I sat at the
table with him when one of his men came into the room and told him, in a note, that he
had lost his last court appeal. Hoffa never blinked. He continued on an argument about
meal allowances and then excused himself. As he was leaving, he made a fiery speech
about Bobby Kennedy and it got so bad that Ray and I packed our briefcases and
walked out on him. I never saw him again.
        Leeway was growing during all these years. The Lees hired a finance man
named Bob Houk. He was a strong and very smart financial guru. He could handle the
Lee brothers and together, Houk and I could accomplish a great deal, especially during
those times when the Lee brothers disagreed.
        Prior to, the purchase of the California operation, the company purchased an
operation between St. Louis and Chicago. Then we bought a line from Chicago and St.
Louis east through Indiana and Ohio stopping in Pittsburg. Its home office was in Akron,
and I spent a lot of time there. We added a lot of terminals in those states. It was during
this time that we moved all our road drivers to Oklahoma City and went into a sleeper
operation rather than a relay. This was a big union deal as all the Teamsters locals in
Missouri, Indiana, Ohio, Illinois, Pennsylvania and Texas did not want to lose their road
drivers to Oklahoma City. We had to go to Hoffa as he was the only one who could kick
those locals in line. This union deal, along with the California purchase, are the two
most important contributions that I made to Leeway. The conversion to a sleeper
operation improved service, reduced tractor numbers and otherwise improved our
relations with the Union as it concentrated many road drivers in Oklahoma City where
we could control them.
        Leeway really took off then. Houk devised a profit plan based on company net
income. We made a tour of Leeway explaining how it worked. All the salaried men took
it to heart and it was very successful for a number of years. Simply put the more the
company made, the more you would have in the form of a bonus. Every terminal had
standards or goals to meet. Each Friday at 3:45 p.m., we would have a long line
telephone conference in my office and I would tell all the managers how they fared with
their goals. I had a routine in which a manager would be announced a "plum" if he made
his goals. If he did not make his goals, I would give him a "lemon." This went on for
several years. It keep [sic] the men in the east working on Friday afternoon, but the
guys in the west probably went to the bar after the conference was over.
        Sometime early in 1975, a man by the name of Dick Caley (??) came to see Bob
Lee and talked with him about the interest that Pepsico had in the purchase of Leeway
by means of a tax- free exchange of stock. Pepsi stock for Leeway stock. The value of
the sale would be about $50 million of which the Lee family owned about 60%,
Somehow the word got out about these conversations and in a manner of days the price
of a share of Leeway stock went from about $5 to around $30 or $35.
        The Merrill Lynch office in Oklahoma City called me and said we needed to get
out a press release stating what the deal was. The Lees refused. Chuck Vose called
and wanted some information. I had nothing to say to him, but he went ahead and
bought some Leeway stock anyway. The rise in price of Leeway stock scared Pepsi off
and Caley left town with nothing having been decided. There the matter stood. Leeway
stock went back down to about $5 per share.
        That summer, Betty Lou had the Colorado cabin for the month of August. One
day close to the end of the month Stanley called and said that Pepsico surfaced again
and wanted to buy the company. Stanley said that Betty Lou would have to come home
early as a decision would have to be made about the proposed sale. We left the next
morning to drive to Oklahoma City. En route, it was obvious that Betty Lou was feeling
her responsibility deeply. She loved the company, she loved her two brothers, and she
was keenly aware about the differences and difficulties they experienced with each
other in the affairs of Leeway. Mr. R. W. Lee, years earlier, had told the two, in my
presence, that so long as Bob was alive, he was the boss. She did not ask me any
questions or how I felt about the proposed sale until we were on the outskirts of
Oklahoma City. She then asked for my opinion so she could add that to the mix of pros
and cons. I told her she was trapped in a family company and that this would be a real
chance to come out of the situation in a big way.
        The next morning there was a meeting at Bob's house on Camden Way. There
were five of us: three Lees, Bob Houk and myself. The meeting got off to a rough start.
The brothers got in some kind of an argument (I don't remember the details). After it
went on for a while, Betty Lou interrupted the two and said: “It's too bad Daddy didn't
have two truck lines so each of you could have one.” That squelched the argument and
by a vote of two to one, they agreed to sell. Stanley voted "no" but years later, he told
his siblings that he was wrong. He was very gracious about the whole deal, but not at
the time. As it came to light some time later, he and his son, Whit, either were in or were
in the process of buying a competitive truck line called "IML." As a result of this conflict
of interest, he resigned from Leeway in late 1976 or early 1977.
         This proposed sale required regulatory approval and the sale was consummated
on August 16, 1976. In view of things that happened to the trucking industry, this sale
was the finest thing that could happen to the Lees and to those employees who owned
Leeway stock at the time the deal closed. I have always said the Pepsico Stock for
Leeway stock was like getting gold bouillon for confederate money.
         The contract negotiations took place in the McAfee & Taft conference room on
the Fifth Floor of 100 Park Avenue. I was the first principal person for Leeway and John
Mee was the lawyer involved. From time to time there would be other persons in the
room, but I was there from start to finish. There are three things that stand out in my
memory: The head gunner for Pepsico had a big belt clasp that he had gotten in Russia.
He and his number one helper were big Notre Dame fans. Whenever we would get in a
difficult situation we would talk about O.U. football and they would go nutty. In addition,
from time to time, when they would insist on one thing or another, I would take my shoe
off and bang on the table saying: "Nyet, Nyet!" This was the way the Russian leader
acted at the United Nations. It served us well. The second remembrance is that Leeway
had many EEOC cases filed against it by disgruntled employees and ex-employees. To
recognize this liability, the contract gave Leeway $500,000 to settle all the cases. I
settled all of them for a little over $50,000. I traveled all over the system and got
appointments with each claimant, prepared a modest check and told each of them they
could have their check now or go to Court. Every one of them settled and Leeway was
home free, The third remembrance involves a reserve set up on Leeway's books to
cover pending loss and damage claims from truck or car accidents. The bigger the
reserve set up, the lower your profits. The brothers argued over this reserve for years
on end. Everyone thought the reserve was too low except Bob Lee. The Lees had to
guarantee that the reserve was big enough to pay all pending claims. Bob prevailed
over all of us including his brother. I had fierce arguments with him in the hall outside
the conference room, but he would not budge. Well, we closed the contract and in the
ensuing months as claims were settled, the reserve was way too low; the Lees had
guaranteed it, so Pepsico sued. The case was settled out of court, but the Lees
conveyed several valuable terminal properties to Pepsico including the 40 acres at
Oklahoma City and Los Angeles as well as some lesser properties. In spite of this, the
sale was a lifesaver to the Lees -to all of them.
         Stanley resigned soon after the closing as he and his son bought the competing
truck line. It ended up being a million dollar disaster.) Those of us who were left hoped
that Pepsico wold staff us with professional managers and lots of capital to improve our
financial situation. They gave us all the money and all the cast offs who could not make
it in the Frito or soft drink business. It was awful.
         We closed on August 16. The very next day the Pepsico guys showed up bright
and early. Bob Carlton was the money man and Mike Uremivitch was the sales and
operations guy. The first thing they did was to walk down the hall and fire Bob Lee, Jr.
They told him to be gone by quitting time that day. They took this action without
discussing it with his dad. It was their way of showing who was now in charge. Neither
one of them knew beans about the truck business. The boss, a man by the name of
Dick Calley, lived in Tulsa. Calley had marital problems and he solved the weekend
problems at home by having meetings in Oklahoma City all through the weekend. We
would meet all day on Saturday and at least a half day on Sunday.
        The meetings were always in some Oklahoma City motel. Soon after the closing,
I was at a meeting at the Holiday Inn on South Meridian. Someone came to the door
and told me I had an emergency telephone call. I went to the phone and [Thellis] Clark,
Ed Gaylord's secretary asked me to hold for Mr. Gaylord. I did so, and he asked me to
meet him at Johnnies as soon as the meeting was over. This was when Johnnies was
at Britton Road and Trenton. It met him late that afternoon and he offered me the job as
President of Mistletoe Express, his package truck line. He offered me almost twice what
Leeway was paying me. I declined saying that Pepsico had put about $50 million into
Leeway's purchase and I didn't feel right in leaving at this time. He told me there was no
hurry, just remember the offer.
        Things went from bad to worse. Stanley resigned. He asked me to write the letter
and told me to say that his son, Whit, had bought a competitive truck line, that he was
proud of him but that he could not stay at Leeway because it was a conflict of interest. I
knew, and he knew I knew, that he and Whit were 50/50 partners. I wrote the letter
addressed to his brother Bob who had spent years trying to get rid of him. The following
morning when Bob read the letter, he broke into tears. Blood is thicker than water.
        Arguments continued between the old Leeway folks and the new owners,
meeting after meeting. I was traveling quit a bit. My mission was to keep all of the
valuable Leeway people over a large part of the United States - convince them that the
Pepsico people were wonderful. One weekend when I was in Ohio, I received a call
from Dick Caley. He was sending me a round trip ticket from Oklahoma City to Chicago.
He had made reservations for me in a suite at a hotel on Rush Street. I was to keep all
arrangements secret. I went as ordered.
        Caley met me on Saturday morning for breakfast and asked me to hang tight.
Stanley had left and just as soon as they could get rid of Bob, they wanted me to run
Leeway. It was a bizarre and uncomfortable feeling. I thanked him for his confidence
and went back to Oklahoma City. I am sure they had someone else up there the next
weekend to hear the very same story.
        Things limped along. There was no improvement. Pepsico was really messing up
Leeway because of ignorance. It was a dumping ground for the people at Pepsico who
could not make it there and were sent to Leeway. It became more than I could take and
I called Gaylord during the first part of March and said I was ready to accept his offer.
We agreed on April 1. I gave Bob my letter of resignation effective March 15. I told him I
was reporting to Mistletoe in April and he gave me my salary for the last half of April.
That was the recognition I received for 24 years of service. Pepsico complained about
that, but Bob stood his ground and I went to work for the Gaylords on April 1, 1977.
        Mistletoe Express was a package carrier that was created originally to deliver
newspapers for the Oklahoma Publishing Company. In time, since they were carrying
newspapers, the decision was made to offer a common carrier service to the public.
When I arrived in 1976, it had grown so much that it no longer carried newspapers but
performed a truck service mainly in Oklahoma. Publishing Company trucks carried the
newspapers. The company also had terminals in Dallas and Wichita. I was told by
Gaylord to increase the company's size so that it could be sold as it did not fit in with the
activities of the Publishing Company. In anticipation of perhaps selling Mistletoe, we
spun it out as a subsidiary of the Oklahoma Publishing Company. It was standing on its
own with the same directors as the newspaper.
         The man that I replaced as President was Jack LaMonte. He was a long-time
employee and officer. He probably spent his whole business life at Mistletoe;
consequently, my arrival on the scene was a little bit sticky. I moved into his huge office
and he went down the hall in a very small space. This did not last long as he became
critically ill and passed away.
         I had told Mr. Gaylord that the company could not survive any competition from
UPS. At this time (1976), interstate transportation was regulated by the Interstate
Commerce Commission and UPS did not have the right to haul packages from Texas to
Oklahoma. This traffic lane was the most profitable of all our operations - it was most
important. In addition, UPS could not handle packages between two points in
Oklahoma. That operation was "intrastate commerce" and was regulated by the
Oklahoma Corporation Commission. We had a good monopoly and it was up to us to
preserve it to the best of our ability.
         I hired salesmen, converted a hand operation to a computer-based administrative
function, and built a large terminal in Oklahoma (we had outgrown the old one as I had
increased our business significantly). We were really doing well, but I was afraid of UPS
and so I started a truckload operation and called it Sooner Transportation. I hired a man
by the name of Jim Rushing to run it. He had worked for me at Leeway and was
absolutely the best salesman I had ever seen. We gave him some of our trailers and
hired men who owned their own tractors to pull the trailers - off he went. As all this was
going on, I expanded the operations in Kansas City, Memphis and Amarillo, In addition,
I bought a Texas package operation that gave me authority to operate from Dallas south
to San Antonio and the Rio Grande Valley. All the Texas truckers jumped on me and so
I bought a regular truck operation into Houston. I was really cooking and all the while I
was afraid of deregulation of the trucking industry because of UPS. I counted on enough
time to get ready and establish a strong and wide enough base so I would not get hurt
too badly if UPS ever showed up. I was spending a lot of money to protect us when the
time came. We were doing so well that the talk about selling Mistletoe went away. Then
the roof fell in. The federal government deregulated the industry so UPS could operate
between points in Texas and Oklahoma. This represented about 35% of our total
business and we lost it to UPS on the first day. People resented us because of the
monopoly we had enjoyed for so many years. In addition to that, the traffic out of Dallas
to Oklahoma was the highest revenue traffic that we hauled. It was so profitable that we
could keep the Oklahoma intrastate rates low. In effect, the interstate traffic was
subsidizing the Oklahoma traffic.
         As if that were not enough, UPS created a Bill that was filed in the Oklahoma
Legislature. This Bill would make it possible for UPS to operate in Oklahoma, if the
Oklahoma Corporation Commission would authorize it. I hired a prominent politician to
represent us before the Legislature. He returned my money and said that: "In all my life,
I have never seen so much money behind a Bill." As you might suspect, Mr. Gaylord
and the Publishing Company would not win any popularity contests in the Legislature.
The Bill sailed through and became law. UPS immediately filed an application with the
Corporation Commission for authority to compete with Mistletoe. We whipped them the
first time, but the second time we lost 2 to 1 and they started in against us. Mistletoe
was losing and losing big time. I laid people off, cut salaries (including my own), and
sold excess properties to no avail. Now we would have liked to sell, but no one was
interested. The truckload operation was going great guns, but it was too soon for it to
carry the whole load. I was borrowing money to keep the doors open and in January,
1987, I learned that I had prostate cancer. Gaylord was ready to make a change, so I
left, but he paid my salary for 18 months until I became 65 years old in July 1988.
        For many years, both when Pepsi bought Leeway and when I left Mistletoe, my
friends at the law firm of McAfee & Taft had encouraged me to join them and help with
the business end of the firm. When I recovered from the prostate problem in February of
1987, I went down and stayed as "Of Counsel" for ten plus years and then hung up my
cleats. I moved out on North Western and had an office with Stanley in an office building
we owned called "Gaslight Square."
        And as Samuel Pepys said, " . . . and so to bed."

                                         ****
                                   30 Years of Travel


        Betty Lou and I were married in October 1970. The next year (1971) saw the
beginning of much traveling. The first trips were with the girls as they were of tender
years and we thought some time together with just family would be of some help in
establishing family ties. Only Meridith was married and out of the nest. We found a
place in the British Virgin Islands called "Little Dix Bay." Our first trip was in June 1971
as soon as school was out. At that time,"Little Dix," owned by the Rock Resorts, was
much smaller than now and considerably cheaper. It had big A-frame cabins around the
bay. There were no radios or TV. The only telephone was up at the front desk. There
was nothing to do but swim or sun in marvelous surroundings, and learn to live in peace
and harmony with one another. We thought it would be a good endeavor. Although my
four girls and Betty Lou's three girls had been friends for some time, we thought it
would be a little difficult for her being a stepmother to my four and me being a stepfather
to her three. We went several times after 1971. I think the passage of 30 years has
proved us to be correct.
        The year 1974 launched our travels in a big way. We went to Switzerland to visit
Laurie Davis, who had enrolled in the American College of Switzerland. Since we were
there, we took in Madrid and a little of Portugal.
        In 1975, I went on a float trip with three friends (Dick Harrison, Jean Everest and
Fred Daugherty) down the Middle Fork of the Salmon River in Idaho. It was such a blast
that we went again in 1976 with about 20 guys from Oklahoma City. It was better than
the first trip. Also in 1976, Betty Lou and I went with some other couples to Paris, Rome
and London. We ended up playing golf at various places in Scotland. This was the year
that we first learned that Huston Huffman had Lou Gehrig's disease. The golf that he
played in Scotland required him to tape his hand to the golf club. In addition, this was
the time when Bill Berry, who was carrying all of our liquor through the train station in
Manchester, England, dropped the sack and broke everything. From that trip to the
ones we took over the next 25 years, we, more or less, had a group that traveled
together. It was the Gordons, the Hoffmans, both Berrys, the Boeckings, the Huffmans
and the Sinclairs - not all at the same time. The group would vary from trip to trip, but
we sure had a lot of good times together.
        1979 saw us in Rome, where my passport, airline tickets, money, etc. were
stolen out of my coat pocket as I sat in the first class cabin on a train getting ready to
leave for Florence. I obtained a new passport in Florence. It took two days and then we
went on to Venice, Vienna (where we met the group) and then to Munich, Baden Baden,
etc.
        1981 brought about the beginning of Windsor House. This was the antique
furniture store started by Betty Lou and Marylin Parsons. It required frequent trips to
England to buy for the store. I caught up with them on this first trip. From England, Betty
Lou and I met the group in Lisbon and from there we had a van take us through
Portugal and Spain, ending up in Madrid. The van was a Volkswagon. Bill Berry and I
played backgammon in the back seat for about four days for 25 cents a point and at the
end he owed me about $25. This was the time that Carolyn Berry lost a tooth in the
hotel elevator and Bill Berry gave the concierge so much money to get tickets on the
same flight that we were on back to the United States that the concierge finally told him
not to give him any more money. This was also the time that Pete Hoffman had a friend
with the airline and the group of us ended up coming back in a 747 in the top cabin all to
ourselves. Almost every year until 1985 when the store closed, Betty Lou went back to
England on buying trips. I went with her on most of them, but not all. One year she took
her children and their husbands.
        In1983, we went with the group on a "North Cape Cruise." We sailed from
Copenhagen and went up the Norwegian fjords and back again to Copenhagen. Then
we flew to Paris for a few days.
        In 1987 we flew to Hong Kong. The Parsons met us there and we flew first to
Bangkok and then to Beijing. We had a guide in China and it was truly fabulous. We
saw the Great Wall, the Forbidden City, ate at McDonalds - the whole ball of wax. Great
trip.
        In 1988 and again in 1990, the Ed Joullians invited us to their boat docked at La
Paz at the bottom of the Baja Peninsula (Mexico). The first year we went with Martha
and Rainey Williams and the last time with the Dr. David Browns. The drill was to get on
the Joullians private jet in Oklahoma City and fly nonstop to La Paz, get on the boat,
cruise for five or six days in the Sea of Cortez and then fly home. Tough duty, but Betty
Lou and I were up to it.
        In 1989, Betty Lou and I flew to Paris. We rented a car and drove to Normandy to
see the invasion beaches. It is quite a sight to see the American Cemetery at Utah
Beach. It will bring tears to your eyes. Back in Paris, we flew to Lisbon and joined the
group for a Mediterranean Cruise. Most delightful. The group was always fun.
        In 1990, Betty Lou hit the jackpot. She saw a flyer about flying around the world
in the Concorde. The trip took 21 days. She signed us up. We started west from Dallas
and ended up in New York. It was an experience that we will never match. Australia,
India, Africa, etc. - the plane was beyond belief and in addition, we met some wonderful
folks from Kansas City. We remain friends to this day.
        In 1992, we spent several days in London with John and Carolyn Mee. Had a big
time staying in John Nichols’ flat - very nice. In 1993, we went on an Alaskan Cruise
with the Gordons, Sinclairs and the Bill Berrys. In 1994, my old friend Bill Crowe was
appointed by President Clinton to be the ambassador to the Court of St. James
(England). He served as Ambassador until September 1997. He was most generous.
We stayed with him and his wife, Shirley, every year during his term and enjoyed every
minute of it. The first time we stayed at Winfield House (the official residence of the
Ambassador) was with Martha and Rainey Williams as the four of us were also going on
a canal trip in France. One year we were there with the Blankenships. This was the year
(1996) that we saw the Queen's birthday celebration (called "trooping of the colors").
This is an annual occasion and the British really put on the dog. There are literally
thousands of troops, some on horseback, marching around the horse guards' parade
grounds, the Queen is there and all members of the Royal Family and it is quite an
impressive celebration. We were very fortunate that the Crowes provided us with
tickets. In 1997, it was just the Crowes and the Upshers. We went sightseeing with them
and it was surely nice to have the Ambassador with us. His presence opened many
doors and enabled us to see some most exclusive sights of English history not shown to
the general public.
         In 1996, Virginia Kite rented a 115-foot yacht to cruise through the Bahamas. We
were invited for a week with two other couples. It was at this time that Rainey Williams
knew he was sick.
         In 1997, we also went on a cruise to Istanbul and the Greek Isles. We came
home and I got a new knee in November. In 1998, Betty Lou, 7 girls, 5 sons-in-law and I
went back to Little Dix to celebrate my 75 years. Then in 1999, Betty Lou took us all (16
strong) on a Mediterranean Cruise. George Records also took us on his yacht which
was docked at St. Bart's. As this is written (December, 2000), we took our last trip this
fall to the Cotswold's with the Mees. Great trip!

								
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