On October 2, 1940, Watson sent a five-page letter to Heidinger’s home passed through diplomatic pouch. Not only did Watson use the convenience of the diplomatic pouch, he took the unusual step of ostentatiously typing at the top: “Letter to be transmitted through the courtesy of the State Department to Mr. Willy Heidinger, Pocking 56, am Starnberger See, Bavaria, Germany.”72
Watson began with a cooperative tone. He confirmed, “On August 19 last, we telephoned our Geneva office to inform you that we would be glad to comply with your request for the election of Messrs. Schulte-Strathaus, Ziegler and Kiep as directors of Dehomag. We were later informed that they were duly elected… on August 31, 1940.” He went on, “It has always been our desire to work in harmony with you for we realize how valuable your association with us has been… we maintain the highest respect for your judgment.” He added, “We thought you were entirely right in the suggestions you made about enlarging the Board of Directors and placing thereon [three] men of affairs.”73
At the same time, Watson stressed, questions of Dehomag being threatened unless IBM relinquished its majority was “a matter of such importance” that it needed to “be presented to our full Board of Directors [in New York] with all the facts obtainable for its careful consideration.” He added, “You must realize that the economic conditions in the world, upset as they are, make it extremely difficult for us to decide promptly important matters such as you have suggested with respect to our interests in Germany without… all available facts and data.”74
Specifically, IBM NY wanted to know whether there was genuinely an attempt to undermine Dehomag—privately or officially—in favor of a new company, unless it reduced its ownership and also repurchased Heidinger’s shares. Ironically, as a savvy businessman, Watson understood the deeper fiscal meaning of Heidinger’s actions against the subsidiary. Days earlier, IBM had confronted Heidinger with a completely unexpected scenario. If Dehomag was actually endangered because of Heidinger’s disloyal actions, then the division’s future was in fact worth far less. As such, Heidinger’s shares were dramatically reduced in value as well. In other words, whatever Heidinger did to undermine Dehomag would impact the very Dehomag share value he was hoping to parlay. Heidinger angrily rejected this notion. But in his October 2 letter, Watson held fast: “We do not acquiesce in the statement that affairs of Dehomag following September 30th have no bearing on share purchases.”75
Continuing with a hard line, Watson shocked Heidinger with another technicality. During the last round of corporate fisticuffs over bonuses, an automatic and generous buy-back was agreed upon. As was so often the case, when the negotiations were all written up, IBM preferred at the last minute that the final agreement should not be signed, but rather oral. At the time, Dehomag was reporting a continuous multimillion-mark income stream. Now Heidinger thought that when his shares would be repurchased, the per share price was a windfall guaranteed by the 1939 oral agreement. Watson’s auditors had calculated these shares to be in excess of RM 2.7 million and Heidinger asserted they were valued at RM 3.8 million. If compelled to pay in dollars at an adverse exchange rate, as Heidinger expected, it would cost IBM millions.76
Not so, declared Watson in his letter. “You [Heidinger] say, ‘Regarding the price basis, there is already an agreement between me and the IBM…. Your reference to an agreement… evidently refers to the then proposed agreement with Dehomag for the purchase of your shares, which we, as stockholders, were willing at that time to vote for…. You did not accept or execute these contracts, and, in view of the fact that the proposed contracts were not executed by you, of course none of their proposed provisions now apply.”77 In other words, a year after the contentious settlement was reached, IBM was now saying that without a signature, it would not honor the agreement.
“The only binding contract that exists between us,” concluded Watson, “is one executed in New York City on the 8th day of May, 1936… [and] executed in Berlin on the 10th day of June, 1936.”78
Therefore, assured Watson, negotiation would be needed, maybe even a protracted arbitration process. “Our representative will meet you just as soon as he can secure the necessary documents to travel,” he wrote.79
Mindful that his letter was being presented under the color of the State Department, Watson emphasized to Heidinger and to any colleagues in the Nazi Party he might share it with: “Our respective countries are at peace with each other, and we feel confident that there is no more desire on the part of the German authorities to interfere with United States business interests than there is a desire on the part of officials in the United States to interfere with business interests of Germany located in this country…. We believe that our two countries will continue to deal with each other fairly in all business matters.”80
Watson’s gambit worked. Heidinger became convinced he had to negotiate. At stake was the viability of the German automation program. Heidinger could not make the decisions alone. He had been in touch with a secret source in the Nazi Party who was familiar with Dehomag and its important uses for the Reich, and was willing to meet with Watson’s negotiator in Berlin.81
On October 26, 1940, several cars motored to La Guardia Field. A delegation of senior IBM executives, led by Watson himself, accompanied the one man upon whom rested the future of Dehomag and, in fact, IBM’s entire European business. The vehicles pulled up to the Pan Am terminal. There a decorous IBM attorney named Harrison K. Chauncey alighted, ready to board Pan Am’s Dixie Clipper to Portugal. A company notice for what was expected to be protracted travel appeared in the employee newsletter. The item was headlined: “Mr. Chauncey Leaves by Clipper on Trip to Europe for IBM.” Nothing in the item mentioned visiting Germany. The subhead explained only, “Member of Legal Staff to Visit Switzerland, Portugal While Abroad.”82
In truth, from neutral Lisbon, Chauncey would make his way to war time Berlin for face-to-face negotiations with the still enraged Nazis. The newspapers that month were filled with terrifying reports that would have intimidated anyone traveling to the Third Reich. American corporate employees thought to be Jewish were tortured in Romania under Gestapo instruction. British bombs hailed onto Berlin. Jews were entering the first phases of persecution in Nazi-dominated Vichy France and being tragically ghettoized and enslaved elsewhere. Moreover, if Roosevelt declared war, no one could even imagine the fate of Americans trapped in Nazi-controlled land.83
Although a loyal employee for thirteen years, beginning in the company controller’s office, Chauncey understood little about the innermost affairs of Dehomag and its spreading influence with other IBM subsidiaries. He couldn’t even spell newly elected board member Otto Kiep’s name correctly. But Watson was counting on him. So Chauncey said goodbye to his wife and accepted Watson’s assignment. Studious and reasoned in his approach, Chauncey’s briefcase contained his own private plan of action, labeled “Program.” The ten-page “Program” bookishly outlined his challenge in perfect classroom-style Roman numeral and A-B-C format, step-by-step: the questions he would ask in Berlin, the tactics he would employ with Heidinger along with their various financial implications, and how the U.S. Embassy would assist him. In the event IBM was forced to arbitrate Heidinger’s demands, for instance, he planned to claim the business was over-valued because “the amount of business which may be attributable to the war [also means] the present profit rate is not a normal permanent profit rate.”84