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Frank Thompson

Interview Date: Tuesday May 23, 1989
Interview Location: Las Vegas, NV
Interviewer: Robert Dudley
Collection: Penn State Collection
Note: Audio Only


Frank Thompson

DUDLEY: This is Bob Dudley and we are recording an oral history interview with Mr. Frank P. Thompson, a cable television pioneer now of Las Vegas, Nevada. We are recording at the National Cable Television Association meeting in Dallas, Texas. This is May 23, 1989. Doing the interviewing today are myself of the National Cable Television Center and Museum and E. Stratford Smith also of the Center and Museum and the School of Communications at Penn State.

THOMPSON: Well where do you start?

DUDLEY: Frank, we need some biographical information, your family background, where your parents came from, and then a bit about yourself ‑ early schooling.

THOMPSON: I'm of Irish and Danish descent on my mother's side and English on my father's side. I was born in Hazel Crest, Illinois on March 18, 1919.

SMITH: Your parents were in this country? They didn't come over from another country?

THOMPSON: My parents were second generation citizens. My mother's mother and father came from Ireland. My father's ancestors were all from England. I have a sister who's six years older and I have a brother who's eight years older.

DUDLEY: What are their names?

THOMPSON: My sister's name is Florence. My brother's name is Charles Jr., named after my father. I am married to Catherine Crossan Thompson, whom I met the first week of our freshman year at Northwestern University in 1937. We were married eight years later on a 48 hour pass from the Marine Corps during World War II. We have three daughters, Cynthia, the oldest. She will be 42. Fran, the middle daughter will be 41. Jannat, the youngest will be 35.

DUDLEY: I think we missed getting the name of your mother.

THOMPSON: My grandmother's maiden name was McMonigal. We have a tree from both sides and they go quite a ways back. I haven't visited my long lost relatives in Ireland. I intend to do so. My brother has done that. Her married name was Petersen. She married a Dane. It's spelled P‑E‑T‑E‑R‑S‑E‑N.

SMITH: Is she still living, Frank?

THOMPSON: My mother is still living. Her birthday was Sunday, two days ago. She was 103 years old. She's been in a nursing home now for quite some time. She's reasonably well for that age. She's not in any pain; doesn't have anything particularly wrong with her except old age.

DUDLEY: You mentioned the children. What are the children involved in now? What are their occupations?

THOMPSON: Cynthia, my oldest, is a housewife living in Littleton, Colorado. Her name is Redfearn. She has a son, Stephen, who is 11 years old. Stephen Frank. We see them quite often. Fran, the middle daughter, was divorced after 14 years, and has remarried. Her name is Ewert. She has two daughters, Catherine and Jennifer, our only granddaughters, who are 10 and 11. Again, a housewife and teacher.

Cynthia went to Mills College, a girls' college in Oakland, California, then decided that she wanted to go some place where there were boys, so she transferred to the University of Arizona in Tucson. She didn't like that. She called me one time around Christmas time and said, "Dad, I'm not going to go to college anymore." I said, "Okay. Pack your car and come home," which she did. She became a stewardess for Western Airlines for about eight years, which was quite an experience for her. It also gave us, her parents, free transportation. I was madder than hell when she quit being a stewardess. We had three or four free trips to Hawaii every year and all that good stuff.

Fran went to Southern Methodist University. Cynthia and Fran went to high school in Rochester, Minnesota where we lived at the time they were in high school. They were all good students and could go pretty much to any university of their choice, but I had one requirement. It was that they could go any place in the United States that they chose, as long as it was a warm climate. Living in Minnesota, I wasn't about to visit my kids in some cold climate like the University of Minnesota or the University of Wisconsin. So Cynthia went to Mills, and Fran went to Southern Methodist. She went for five years. She got two degrees down there, both in education. She taught school for a while in Colorado before she was married.

Our youngest daughter, Jannat, was an excellent student. She was in Mensa at the age of 18. She was in the upper half of Mensa, the upper one percent of the upper two percent. At the time she was rather prominent as a figure skater around the country. She had been granted a "Boettcher Scholarship" in Colorado. The name Boettcher is a very prominent name in Colorado financial circles.

That scholarship was for everything--room, board, tuition, books, everything and a thousand dollars a year cash for any university or college in the state of Colorado. At the time she called me I was building the El Paso, Texas system. She called me and said, "Daddy I don't want to go to college yet. I want to skate four more years and see if I can make the Olympic team." I said, "What the hell, it's your choice. Go ahead." I could have killed her with the kind of scholarship she turned down. Anyway that's what she did. That's another story.

My wife is from Missouri. As I said, I met her the first week of our freshman year at Northwestern University. That was in 1937. We were married in 1945. At that time, I didn't want to go back to Chicago when I got out of the Marine Corps. I knew ready employment was available. I knew if I went back there I'd spend the rest of the years, until I was 65, waiting to retire and get the hell out of there. So I went up to northern Minnesota where we had spent many, many summer vacations. I bought a little summer resort. It was quite a frontier up there after World War II. There was no indoor plumbing. We ran this little summer resort. Being young and inexperienced, I failed to take into consideration that I had to make a living year round rather than three months in the summer time. So, I taught school at the local high schools up there to make ends meet.

They were small schools. The senior classes in these high schools were about 15‑20 students. That was the whole senior class. I also coached football, basketball, and baseball. I taught five academic subjects. I did whatever they needed done in these schools because the staff was very small. One year I even taught the girls Phys. Ed. I wasn't sure that they were taking showers. After the first few weeks of school, I said, "I suspect some of you are not taking showers after gym class. Starting next week if I still think that, I'm coming in and will make damned sure that every one of you takes a shower." I never had any problem with the showers after that.

DUDLEY: Could we go back and pick up your early education, grade school, high school?

THOMPSON: I was born and reared in a small town south of Chicago, called Hazel Crest. It was a little town on the Illinois Central Railroad‑‑about seven hundred people. It had one grammar school. It was during the big depression and during prohibition. It was a wild place. By wild I mean that bootlegging was rampant. It was a predominantly Italian area. Steam pipes coming out from under the garages were pretty common, because the stills were in basements under the garages. Planes landed in vacant fields at night from Canada. Racketeering in those days was different than the racketeering that we have today. They only killed each other, which was going on on a regular basis.

In the town just south of us, Chicago Heights, Illinois, they had martial law for several years. Not many people realize what it is, and they don't realize that we've had it in this country. I saw Marines stationed on every corner in Chicago Heights, Illinois. When you're that age, and just growing up, your environment is, in your mind, the whole world. I thought the whole damned world was like that. I thought the whole world was Italian. I thought I was Italian. Those were tough times. Gangsters were in their prime. It was the days of Al Capone, and all of his ilk.

As soon as I got old enough, by that I meant as soon as we kids got as big as the golf bag, we all caddied. I could walk to seven golf courses from our home. Starting when you were nine, ten, or eleven years old, everybody caddied every day in the summer, as I did. I can remember where they'd have tournaments at different courses and I'd go from where I caddied regularly to these courses. I remember caddying for Ralph Capone, Al Capone's brother. I didn't think anything of it. It was at Burnham Woods Country Club, and the Capones owned it. They had one man walking down one side of the fairway with a sub‑machine gun, and one walking down the other side with a sub‑machine gun. It was just like they did with Gerry Ford or the late President Eisenhower when they played golf. Except the Secret Service doesn't have sub-machine guns in plain view. The thing about it is that we thought that was the world.

My father said, "If you save all the money that you make, I'll buy your school clothes and books and things like that." So I saved every damned penny that I could. I had $330 in the First National Bank of Harvey, Illinois when it closed.

DUDLEY: Bank failure?

THOMPSON: Yes. We were getting 35 cents a round for caddying 18 holes, carrying a bag as big as we were. How long did it take to save $300? A long time in the hot summer sun. Anyway, those were the depression days. That bank, ultimately paid me off 100 cents on the dollar. I got the last check when I was a senior in college. I'd get checks for 50 cents. As they came in, I'd get checks for $1.16, $2.12, a big one would be $4.00. I got the last check when I was a senior at Northwestern.

This is off to the side, I never told you this, Strat. I won enough money shooting craps at this Marine station one night and at the pool tables to buy a car. I won $3,300 and a Studebaker convertible one night. Before I had to fly in the morning I had lost the Studebaker convertible. As aviation cadets, we were not allowed to have cars, so I had sold mine. In the Marine Corps we could have cars.

Anyway, I was going home on leave so I was going to take the money and buy a car. I could have bought just about anything for $3,300. I thought, "No, I'm not going to pay for this car completely." Here I am. I am 23 years old, and that bank had closed when I was 14 years old. I hadn't been in that bank since they had closed with all my money in it. I am in uniform and I walk into this bank. I said that I wanted to see the president. I was in the Marine Corps uniform and full regalia; and he hadn't seen me since I was a little kid. He knew my mother and father very well. I introduced myself. I said, "My name is so and so, and I came to do some business with you." He said, "Well, tell me more." I said, "Well, you paid back all the money you owed me, plus two percent interest. It took a long time, but by God you're an honest man and I want you to finance $500 on a car."

You would have thought that I had just given that man the world. For him to think that some little kid after all that time would remember him. It was quite an experience for both of us. He financed the car and I paid it off in just a few months. I wanted that man to know that I appreciated getting my money back, and he did. I think that was probably one of his happiest experiences during that terrible depression which lasted from 1929 until World War II.

DUDLEY: What did you major in in college?

THOMPSON: I started out strictly liberal arts. I ended up with all of my required credits by my senior year. At that time I thought that I would take out an insurance policy, so I took 24 hours of education courses. I got a BS in education, which qualified me to teach secondary school. I had no intention of ever using it. It was just an insurance policy.

DUDLEY: So your major was what?

THOMPSON: Principally history. History and English. When I went up to northern Minnesota after the war, it came in pretty handy. At Northwestern I played basketball. There were ten of us on the freshman basketball team. We got our numerals. I warmed the bench as a sophomore all over the Big Ten. I weighed 150 lbs, I was 5' 11", and I didn't play football and I was strictly a bench warmer in basketball.

Again, a little aside, during my junior year, some of the fraternity brothers--I was in Beta Theta Pi--some of the jocks in the fraternity house had taken a course called Astronomy A‑1. They said there were 35 of them in the class that year and we would go to lectures twice a week and go to the observatory twice a week. Northwestern had its own observatory on the lake shore. I said, "That sounds great. I need four hours of science." I signed up, so did about 300 other guys. I remember, I walked into class with a good friend of mine, Chase Fannon. He was a member of Sigma Chi and he was the Big Ten golf champ his sophomore year. Chase and I were good buddies although we were in different fraternities. We walked in and we couldn't believe it. Instead of being in a tiny seminar room, we were in this huge lecture room. The first semester was very difficult, because my math left much to be desired. I was never very good at it. Chase and I got by the first semester.

SMITH: What was Chase's last name again?

THOMPSON: Fannon, F‑A‑N‑N‑O‑N. He later killed himself as a Navy pilot. He spun into the river off the St. Louis Naval Air Station. That was during World War II. But he won the Big Ten golf championship.

The second semester we go to the first lecture and it is announced by Dr. Oliver Justin Lee, a renowned expert in astronomy, known the world over, "Now we get down to astrophysics." I couldn't even spell the damned word. Chase and I are sitting there looking at each other and at the first lecture the words just go right over our heads, hit the wall behind us, bounce back, and still go right over our heads. We didn't even know what the hell they were talking about. We went to about three lectures and never went back. We didn't drop the course. We couldn't. When the finals came at the end of our junior year, we went to finals, got our blue books. We sat down, put our names on them and put them back on the desks. We didn't write a word in the blue books. It was an automatic "F" for me. Chase got a "B." He had won the Big Ten golf championship. That didn't surprise me any. What the hell, to the victors go the spoils. Anyway, I got four hours of "F" and he got four hours of "B," and I was ineligible for basketball. So that was the end of my collegiate basketball career.

It was the class of 1941. We graduated in June of '41, six months before Pearl Harbor. I tell everybody my timing was even worse because it was six months before Pearl Harbor and 23 years before Ann Margaret got there. And it was.

We had a Naval ROTC unit there. I was not in it, but those fraternity brothers and people whom I knew who were in it were called to active duty in March of '41, three months before graduation. They were granted their degrees and off they went to the Pacific and the Atlantic and wherever the United States Navy demanded.

We had registered for the draft in October of 1940. The big question was, "Who's going to be the unlucky guy who has to spend a whole year in the service." You were signing up for one year. They were taking the numbers out of the fishbowl. We wondered who was going to get stuck with a whole year in that damned service.

By the time June '41 came along, it wasn't a matter of whether there was going to be a war, it was just a matter of when. There was no chance of really starting a career. You knew damned well that it would be interrupted any day or any week.

An old alumnus owned the Manitowoc shipbuilding company in Manitowoc, Wisconsin. They had a contract to build submarines for the United States Navy. Not many people know that submarines were built on Lake Michigan. You probably didn't know.

DUDLEY: No, I didn't.

THOMPSON: Manitowoc, Wisconsin at Manitowoc Shipbuilding Company. We were building submarines. A fraternity brother of mine from Lima, Ohio worked there also. We had gotten acquainted with a Charles West, who owned the shipbuilding company. He had told us one time the previous spring, "If you fellows need something to do, or want a permanent job or whatever, we could sure use you in the Manitowoc Shipbuilding Company."

Tom and I got into my '34 Ford coupe and we went to work for the Manitowoc Shipbuilding Company. He lasted until about November and he was drafted. He was put on a train and went back to Ohio, and became a private. I wasn't drafted. Then of course, Pearl Harbor came six months after our graduation. I said, "I'm not going to go in as a dog face." I got on the train and went down to Chicago, and went to the Army Air Corps. That was the only one that I knew about. I had done a little flying. I had been up in an airplane a couple of times, so I thought what the hell, I'll go be a glamorous pilot. I passed the physical, took all of the written tests and flunked the math. At that time, you had to have at least two years of college to be an aviation cadet in either the Army or the Navy. They said "We're sorry, but you failed the math part," which hadn't surprised me. I've already confessed to counting on my fingers. I said, "The hell with this, I'll go try the Navy."

I went over to the Navy aviation cadet program recruiting office. I passed the physical and I passed the tests. I was about to be a Naval Aviation Cadet.

They were forming Big Ten University Squadrons. It was kind of fun. It made things a little easier in the beginning when flying and everything else was brand new to us. None of us had ever been in a plane really. They were in the process of forming a Northwestern University Squadron ‑ 33 guys. They said, "You're in the Northwestern University Squadron, The Flying Wildcats. You're going to be sworn in at Scott Hall," which was a big student union auditorium in Evanston. I go up to Evanston on such and such a night. There were a half a dozen of my fraternity brothers. I didn't know that they had signed up. I knew damned near everybody. There were two or three guys that I didn't know in that whole group, after four years at Northwestern. It wasn't that big. Northwestern had 8,500 students then and 8,500 students now. There were 33 guys, all of us very well acquainted. We said, "Great. This is going to be a lot of fun. We're all going over there and we're going to kill those damned Japs." We went to Glenview Naval Air Station.

DUDLEY: That's where?

THOMPSON: That's in Glenview, Illinois. It's northwest of Chicago. Glenview Naval Air Station at that time was a big grass field. There was one cadet barracks and a whole bunch of these funny looking little yellow airplanes, bi‑planes. We got there at nine o'clock in the morning. At ten o'clock we got uniforms and shots. The next morning at seven o'clock, we were in the cockpit of an airplane. Twenty‑four hours later we were in an airplane taking our first lesson. Things were in a hurry. This was early in 1942, not too long after Pearl Harbor. Later, they had pre‑pre‑flight training and pre‑flight training and the kids were in for a year before they even saw an airplane. We were in one on the second day. Eight hours later a guy taps you on the shoulder and says, "Go ahead, you're okay." I was scared to death. Eight hours. That's all we had in the back seat. We were just scared to death. We didn't know what in the hell we were doing. In eight hours you don't get over being frightened, and you remember about a tenth of what the guy told you. Somehow, we got through the thing.

A lot of people don't know, or don't remember, but very early in the war, in 1942, things were going poorly for the United States. The pilots we had on active duty in '42 were getting shot down so damned fast in the Pacific that they had to get pilots trained in a hurry. That's why we were at Glenview for only 90 days, July, August, and September. In 90 days we finished primary flight training. We had about 90 hours in the air and were off to Corpus Christi, Texas. There we were getting big airplanes. We hardly knew how to operate the little ones and they were killing a lot of guys. The training wasn't sufficient to thoroughly train everybody, and a lot of kids were getting killed. We were killing one a day at Corpus Christi on an average. Some days it would be three and some days none. It was about one a day. We weren't aviation cadets. There was no such thing. We were Seamen second class in flight training. That meant that we got flight pay. We got about $92 a month as Seamen second class with flight pay.

In about the fourth month they came out with this big new classification, Aviation Cadet. Our wages dropped to $75. Between $75 and $92 there was a lot of difference. That was a big difference in 1942. We went on to Corpus Christi and we went through instrument training and all that good stuff, and a lot of ground school. Then we went to final advanced training.

I took my final training at a torpedo bombing squadron. To make a long story short, graduation was approaching. We're still alive so what the hell, we had to make plans. We had a Col. Mangrum, who was head of the Marine detachment.

DUDLEY: Could you spell that for us?

THOMPSON: M‑A‑N‑G‑R‑U‑M. Colonel Mangrum. He's in all of the Pacific history books. He was back from the South Pacific. He met with a group of us. He said, "If you're in the upper ten percent of your flight class, the Marine Corps would like to have you try to qualify for transfer from the Navy to the Marine Corps." So three of us did. When we finally graduated, and got our wings, we were second lieutenants in the Marine Corps instead of ensigns in the Navy, which was a good thing because promotion was much faster. At least it seemed to be because there weren't many Marine pilots. In fact, there weren't many naval pilots.

In the Marines we were called Naval Aviator. I was Naval Aviator number 2003. This is from the inception of naval aviation, to 1943. Two thousand aviators. We got our wings and went over to get our final orders. Where were we going to go? Alphabetically, Schnetler, Thompson and Walsh, were the last three guys on the list; we were going to instructors school in New Orleans. We could have killed we were so damned mad. There were 33 guys in our torpedo bomber squadron. They went overseas and three came back. I still see one of them a couple times a year. At the time we were 22 or 23 years old and we were ready to go.

It was a different war than all of these others that we have had since. We wanted to go. We went to New Orleans. By that time we could fly pretty well, well enough to teach someone else. That was the start of the Marine Corps Aviation thing. As it turned out, I'm glad I can look back now and say that I was one of the three instead of one of the 33. When you're that age, you never think that way. You're single, with a Sam Brown belt, sword, wings.

DUDLEY: Were you stateside for the four and an half years that you were in the service?

THOMPSON: Yes. I did everything stateside, and I flew over both oceans‑‑the Atlantic and Pacific. I flew off carriers. I did all kinds of flying. I had probably had twice as many hours in the air in all kinds of different aircraft, than guys who had two tours in the Pacific. We were flying every day and almost every night.

DUDLEY: You were discharged, then?

THOMPSON: No. No. You're ahead of me. We were put on inactive duty in 1945. In the mean time, I had a wife of six months. We were on inactive duty in the United States Marine Corps Reserves. I went up to Minnesota. I bought this little summer resort with money that I had saved and won shooting craps in the Marine Corps. I settled down to raise a family and to get on with my life.

Then 1952 comes along. It was late '51 I guess. In the mail one day is this big manila envelope from Marine Corps Headquarters. I was a very senior captain then, very senior. I was just a few serial numbers from promotion. There was this big manila envelope telling me that I was being recalled to duty for "police action" in Korea. It told me what uniforms I'd have to have, etc., and to wait for further orders. Three or four weeks went by and I went out to the mailbox. We were in this little resort, up by the lake, way the hell up in northern Minnesota, and we've got two kids. It's August. The cottages are all full, and everything else.

I go out to the mailbox and here's another big manila envelope. I didn't open it right away. I took it in and we sat down. I said, "Pour some coffee" to Chris, "and let's see where we're going." The two rug rats are running around there and a resort full of people, and here, ostensibly, would be my orders, where to report and when. I opened it and it was a promotion to Major, retroactive to the previous January. They never called reserve Majors. Guys that were two, three and four serial numbers below me were called back, flew the old World War II Corsairs in Korea, and some got killed.

You begin to think, maybe I'm pretty lucky after those 36 guys and 33 gone, and now this thing. Let's just take it in stride. You say, "Well I lucked out again."

After the Korean War they started to discharge all of the reserve officers in the Marine Corps. I got this long form saying that I was ineligible for retirement because I owed five years, or something like that, of active duty. I had to sign it and check the box that said "ineligible for retirement" and not the one that read, "eligible for retirement," and send it back. I checked the "eligible for retirement" and sent it back. I wasn't going to let them kick me out after all of that time. This went on for a year and a half to two years. About every 60 days I'd get another form telling me to check the box, "ineligible for retirement," and I'd check the "eligible for retirement." I think I screwed up their computers and their records so damned badly because one day I went to the mailbox and there's a great big thing signed by the Commandant of the Marine Corps‑USMCR RET. I fought the damned battle of red tape, and I'm retired. It gives me all kinds of benefits if I would choose to use them‑‑government transportation if space is available. I could fly all over the damned world.

I got a big, big cable contract because of it. I was bidding for the contract (franchise) at Twentynine Palms, California Marine Base. I signed it Frank P. Thompson Major, United States Marine Corps, retired. I shot H&B American and all of the other applicants right out of the water; and mine was the last bid in. The Marine Corps says we carry off our wounded, and we never lose our weapons. I signed that sucker Major, USMCR and I got that contract just like that, 2,500 homes. The other guys (applicants) wondered what the hell hit them. They didn't even know that I had applied. They all were bidding like hell for that thing. The officer in charge of things was a major from South Chicago. He told me what the bids were. I joined the Officers' Club right away, which I was eligible to do. I went over and joined the Officer's Club at the Twentynine Palms Marine Base. I sidled up to the bar with all of the colonels and the majors and the generals and commandant and all of them. I bought a lot of drinks. They told me what the other bids were and I turned mine in a little lower.

It was well worth fighting the red tape. It's very unusual. I'm probably the only one that that ever happened to. Most guys were damned glad to get discharged or whatever. I can still wear my uniform on formal occasions. I joined the Officer's Club at Ft. Bliss when I was at El Paso. When I was at Colorado Springs I joined the Peterson Air Force Base Officer's Club. It's great to have lunch for 35 cents and beers for a dime, etc.

DUDLEY: You made the choice.

THOMPSON: They just didn't know what to do with this guy because he didn't check the right box. It was just that simple.

DUDLEY: How do you get from the resort into the soft water business?

THOMPSON: That's interesting. Well, I don't know if it's interesting to anybody else. I had a very good friend at Northwestern University who is still living. He and his wife are good friends of ours. His name is Lynn Lindsay. During our college days in the summer time, I worked a little with Lynn. His father was in the water softener business.

End of Tape 1, Side A

THOMPSON: I knew the whole Lindsay family, his mother and dad and so forth. I didn't know what the water softener business was. While at N.U. we were hired at 35 cents an hour to spread this stuff out on these vacant streets to dry. Then when it was all dried out, a few days later, we'd shovel it back up put it on the trucks and they took it to this little plant and filled Culligan water softeners with it.

Later, after World War II, Mr. Lindsay and old man Culligan, agreed to disagree, and separated and went their own ways. Lindsay started the Lindsay Soft Water Corporation. It's been second in size to Culligan for many, many years. The Lindsays had a summer home close to where I had the resort. I had been up there before World War II. When we were in that area on vacation, I'd go over and visit with the Lindsays.

I was teaching school. You've got to understand that I was teaching in these little backwoods high schools and the senior class would be 15 or 12 or 13. They didn't pay very much right after World War II. I taught five academic subjects, coached three sports, and got $2,900 the first year. With the little money that we made in the summer off the resort, and what I made teaching school, I was making $4,000 or $5,000, and you were in pretty good shape on that up in northern Minnesota in 1946, '47 '48 period.

I was officiating high school and junior college football and basketball. That was an additional source of income. We got $15 a game for basketball games, and $25 for a junior college football game. On the weekends I would officiate high school football games on a Friday afternoon. On Saturday night, a junior college game. I would make an extra $35 ‑ $40 a week. In '48 ‑'49 that was one hell of a lot of money. I'd referee 12‑15 football games a year and 25‑35 basketball games. I'd make as much as I got teaching school five days a week. I still wanted to do a little better.

Mr. Lindsay said, "We don't have any representation up in northern Minnesota. Why don't you take a Lindsay franchise? By then, I still didn't know what a water softener was, what the hell it did, or why you needed it. I went down to St. Paul where they had their plant and took a short course in water conditioning, and became a water conditioning expert in north central Minnesota. I had five counties. Five counties up in that part of the country is practically bigger than a couple of these New England states. I didn't want to work too hard at it. We were selling permanently installed water softeners. Lindsay differed from Culligan who has a tank exchange type thing. Well the big one would cost me about $150, and I was selling them for $325 or $350 with 36 months to pay, financed through FHA.

It was like I had discovered a gold mine. Through my officiating and coaching, I knew all of the coaches in this whole north central part of Minnesota. So, I went to each one of them, and I said, "You're not doing anything on weekends or summers. I've got a hell of deal for you." This thing cost me $125 and we sell it for $350. We split the $275. I knew that they had enough relatives and close friends, and parents of their football stars, that they'd sell some water softeners. They did. Strat, I was making $600, $700, $800 a month selling water softeners and teaching school full time. I made three times as much selling water softeners in the evening and on weekends, as I was teaching school and everything else full time. That was great.

I had to become a plumber. I didn't know anything about plumbing. I went to Sears and Roebuck in Brainerd, Minnesota and I bought a bunch of wrenches and copper tubing. I learned how to sweat copper tubing and fittings. It wasn't too difficult.

I remember one time, I sold a big, big unit, the kind that goes in schools or hospitals, to the Indian school up at Red Lake Indian Reservation out in northern Minnesota. On the reservation, up in that part of the country, the water in most of the houses comes out looking like blood. There's so much copper and stuff in the water. You couldn't use this water. I had a demonstration where I had this little plastic water softener with zeolite in here. I'd pour water in the top and it would come out softened at the bottom. I'd make coffee with their water first. Caffeine and iron oxide makes ink. I'd make this pot of coffee and I'd take a pen and I write with their coffee on the end. Then I'd run it through this little water softener and you couldn't write with it. It was a very dramatic thing to these people.

I remember particularly going to that Indian school because I had hired some guys and we were going to install it. The day we made the installation, was the day that liquor became legal for Indians. I forget what year that would be. It would probably be the mid '50s. We got this truck with this huge water softener on it. We got to the reservation. Liquor had become legal at midnight. This is a sort of a sad story. It's very sad in a way. At 12:01 the Indians could buy liquor legally. We drove into Red Lake, Minnesota and there were passed out Indians everywhere you looked. They were in doorways, on curbs, hanging on fences, half in and out of cars. It was just very, very tragic. That's the way that I remember that particular thing. I'll never forget that. It was just awful.

I had a lot of interesting experiences in that business. I remember Senator Kerr. I should have charged him more because I learned that he was a Democrat. Senator Kerr had a home on an island, just north of Brainerd on Pelican Lake. I remember taking a softener out and installing it for Senator Kerr.

SMITH: He was a senator from what state, Frank?

THOMPSON: Oklahoma. Senator Kerr of Oklahoma. Everything was fine. I was teaching school. My salary had greatly increased. I was making $3,200 or $3,300 a year teaching. With the water softening business, everything was great. I had a six handicap in golf. In other words, I was back to my high school and college golf ability.

Now getting up to what this thing is all about anyway. One night I had just gotten to the apartment. We lived in Brainerd, Minnesota. I had just gotten back home from playing golf all afternoon. The phone rang, and there was a man on the phone who introduced himself. His name was William "Bill" Smith. I had been referred to him by the president of one of the local banks. He started talking about television. I said, "Thanks for calling Mr. Smith, but I've already got a television set," which I did have but you couldn't get anything on it. "No goddamnit, I'm not trying to sell you a television set. I'm down at the Ransford Hotel. Would you come down and talk to me?" Why not?

I went down to this hotel and here sits this stranger. He really didn't know what a cable system was either. What little he did know, he tried to tell me. I said, "It doesn't sound very good to me." He said, "Well I have to go back to Minneapolis tonight." This was about Saturday or Sunday. He said he'd come back with the other guy that's going to be involved with this. It was a guy by the name of Paul Schmitt. He said, "We'll talk some more." Paul Schmitt arrives and he knows a little more than Bill about it, but neither one of them knew a hell of a lot about cable.

Bill Headley of Spencer‑Kennedy Laboratories (SKL)--now we get down into the nitty‑gritty of cable history--was from St. Paul, Minnesota originally. He was working for an outfit called Spencer‑Kennedy Laboratories in Boston. They had been making instruments and different things for quite some time. They were starting to make amplifiers and cable television equipment. They were looking for customers. Bill, through mutual friends in St. Paul, Minnesota, and Minneapolis, had heard about Bill Smith and Paul Schmitt, who were investors. Paul had recently had the Ford farm equipment franchise. He had the dealership for Minnesota and the Dakotas. He had made a lot of money and was looking for other investments. Bill Headley got Bill and Paul interested in this cable television.

DUDLEY: You're talking about community antenna television at that time?

THOMPSON: We're talking about community antenna, absolutely. Brainerd was 125 miles from the nearest television station. Paul said, "I'll send this guy Headley out from Boston, and he'll talk to you." He said, "Will you take the job?" I said, "What does it pay?" He said, "Five hundred dollars a month." I said, "No thanks. I'm doing a hell of a lot better in my own businesses and besides that, I can play golf all of the time." He said, "What'll you take?" I said, "Six hundred dollars and a piece of the action." That was probably the best decision that I ever made in my young life. It was undoubtedly the best decision. Guys that don't ask for a piece of the action in a new business are crazy. So I got a piece of the action.

Headley comes out from Boston. He tells me what this is all about. In the meantime, Paul and Bill signed up for SKL to build a cable system in Brainerd, Minnesota and they hired me. The first thing I know, I have to go out and rent an office and hire a chief technician. There weren't any except television repairmen, so I hired one. He turned out to be a great one. The first thing I know, these trucks arrived from Oklahoma with a 500' tower. I was flabbergasted. This damned tower goes up. We go out and watch these guys. The next thing I started getting was car loads of amplifiers and power supplies, and God-knows-what. I don't know what they are. Darryl Lawrence, my chief tech knew what they were.

SMITH: Darryl?

THOMPSON: Darryl Lawrence. He's now dead. The first thing we know, SKL comes out. They got these huge antennas. We stick them up on top of this 500' tower. We hook up a TV set at the bottom and by God, there's a picture. It was a pretty good one. Now the race is into town. You've got to understand that remote areas like that, could get an occasional picture off the air if transmission and reception conditions were just right. Maybe twice a week you could get an hour program.

The town councils didn't know what cable was. They had no idea. I was up getting this franchise from the city council of Brainerd, telling them about cable television. I know a little more than they do about it, because they don't know anything. So they put conditions on it. A major condition was that we had to deliver five channels of television to the National Guard Armory for a public showing on such and such a date before it was to be approved by the city council.

We had this expensive equipment. We put up this tower. We had to run three miles into town before we knew whether we had the franchise.

It worked out real well. I got all of the television dealers to loan us sets. We had about twenty-five TV sets scattered around the gym floor of this armory. It just so happened that that night, the air was good and moist; we had great reception. I got the mayor to pull a switch and "Boom." Twenty‑five TV sets go on. Each one, on one of five different channels. There were 3,000 people. Three thousand people came in there. These were beautiful television pictures. All they had previously seen was snow, those who had televisions. My God, they were just flabbergasted. So was I. It was the first time that I had seen a decent television picture. It was a first. There's a two‑man debate between me and Bob Regan as to who turned on the cable signals first. They were building as fast as they could in Mankato with SKL. We were building as fast as we could in Brainerd. We beat them by three days.

DUDLEY: When are we talking about, mid 1950s?

THOMPSON: 1956. I believe in a lot of firsts. First in the hearts of his countrymen, and all that. I had an airplane. Strat had wanted me to say something about the Thompson Airline. At the end of World War II in 1946, after doing nothing but fly every day and every damned night for almost five years, an airplane was more comfortable than a car. I was out of the service and at home. We were still at the resort. I was married and I wanted an airplane. There was a farmer across the road from our resort. He had this big corn field. He agreed to cut a 50' path down the length of his corn field if I got an airplane. I went to Bemidji and I had this car that I had bought during the service. I traded it in on a new Luscombe, which was a two‑passenger airplane made in Ft. Worth, Texas.

DUDLEY: L‑U‑S‑C. . .?

THOMPSON: L‑U‑S‑C‑O‑M‑B. It was a Luscombe. The Luscombe's still there. There's still some of them around. FOB, Ft. Worth, $2,995. That's what the private planes cost in 1946. I went to Ft. Worth and picked it up. I didn't want them to deliver it. I thought that might cost another $150. So, I picked it up at Ft. Worth. They had this little factory there at the airport. They didn't want me to fly it. "No, I've got a lot of tests to do. Will it run?" He said, "Yes, it'll run." I said, "Well I'll test it on the way back to Minnesota."

I got in. I got the thing off the ground. It had 65 horsepower. The airplane with a full tank of gas weighed 1,800 lbs. I got up to north Texas or southern Oklahoma some place, and I needed gas. I think this is the part Strat's getting to. I had road maps. If you wanted to know where you were, you'd fly down and read the name on the railroad station depot. I saw this little airport down there, and I said, "Well, I'll go down and get some gas." I couldn't land the damned thing. I came down in a standard Navy approach. I cut the throttle back and I went over the center of the runway at about 800 feet. The damned thing wouldn't land. It was like a kite. You would cut the throttle completely back, and it would climb. I hadn't flown anything less than 12 tons, a Corsair, in years. It took me about four times trying to get that airplane on the ground. Finally, when I did, it was about the fourth or fifth try. I had to put it in a big slip to get it down and make sure the thing stayed down on the ground.

In the meantime, like at all little country airports, there are always two or three old pilots sitting around in front of a gas truck or something. These old guys were down there trying to watch this brand new, sparkling, shiny aluminum airplane. They were all laughing. I got down and talked to them; they were giving me a bad time. I told them what had happened. I said, "I hadn't flown anything like that before." It was my first hour or two in a light airplane. The last airplane that I had flown was a Corsair and hell they weigh five times what this does.

I finally got back to Minnesota. By the time I got it back into Minnesota I could land it most of the time on the first try. Chris and I didn't have any children then, so we flew all over. I put a wind sock up on this road near the corn field, and put a sign that said, "Rides $2." Below that was a little sign that said, "Charters." I'd go over there on a nice summer evening after my work was all done at the resort. People came out from under rocks all over the damned place. They had never been in an airplane before. I think, almost without exception, everybody that I took up in that airplane, had never been in an airplane before. There were young people, middle‑aged, old people. You never knew.

The local Catholic priest came out one night. He was a young Catholic priest. I said, "Hi Father. Do you want a ride?" He said, "I'm not so sure." I said, "Well it's closer to Heaven than I'm ever going to get, so why don't you come with me? I won't charge you." I took him for a ride. This man was absolutely, totally thrilled. It was a beautiful summer night with cumulus clouds, hanging over, and everything else. He came back. He must have taken ten rides with me after that. He laughed when I would get up there and tell him, "We're flying in and around the clouds and Father, this is as close to Heaven as I ever expect to get." He'd put his hand on me and say, "Well son, even though you are a Protestant, we've got some hope for you."

Those were the airline days. I had this little sign, "Charter." It was hand painted. People would come out from all directions, "I've got to get to Minneapolis." "I've got to get to Sioux Falls, South Dakota." "My wife is sicker than hell in Mattoon, Illinois." I could only take one passenger. I'd say, "Well, hop in." Off I'd go to wherever they wanted to go. I've forgotten what I charged them. I knew that I could fly them round trip to St. Paul or Minneapolis for $25 and make money on it. Chris and I would fly to Minneapolis or St. Cloud or Brainerd to do our shopping because it was cheaper for us to fly that little airplane to Minneapolis than it was to drive.

DUDLEY: Can we go back to Brainerd now?

THOMPSON: We're still in Brainerd. Where was I?

DUDLEY: We had the system up. Then you had the grand opening.

THOMPSON: Okay. We had the grand opening and the council thought everything was great. The franchise was exercised. It was exercised not exorcised. We started putting cable up. We had this crew. I don't know where the hell I got them. They were real wild men. I have forgotten what company it was. We started stringing cable and we put it up as fast as we could.

We charged a $125 installation charge and $3.75 a month. The big installation charge was because we didn't know whether the thing was going to work, or whether people were going to buy it. It was a big risk. We charged a lot up front, and a lot less on a monthly basis, which is the reverse of how it is now. Paul and Bill said, "Well, Frank, run this thing, and make some money out of it." They left, and here I am running the cable system. I did know how to sell. I didn't give a damn whether it was water softeners or golf balls that I sold when I was caddying, working my way through high school, or what. I sold them and paid off the debts for that system in 30 months.

DUDLEY: You were financed by SMITH: and Schmitt?

THOMPSON: We started with $54,000 cash in the First National bank of Brainerd, Minnesota, and my sweat. I didn't put any money in, but I had a piece of the action ‑ stock. It was worth nothing. We had $54,000 and from that point on, until we finally sold the last Cable Inc. system 15‑18 years later, we never put another 10 cents cash into our business, never another dime. As I said, most people didn't have TV sets, so I put together this package. I went to First National Bank. They got 36 months to pay. It included the installation charge, monthly service, in advance for 36 months. They paid in advance for three years, and paid interest on it. People didn't give a damn. All they wanted to know was what was the monthly charge. So I included a TV set, installation charge and monthly charge.

We knew the family by the name of Forester, who owned Motorola. I made a hell of a deal with Motorola for little portable television sets. People came into my office. There was nothing down, 36 months to pay, and get a brand new TV set installed for $125, and three years cable service in advance. Thirty months later, I had paid for the system which was $250,000.

DUDLEY: These were individual loans to the people?

THOMPSON: Yes, we guaranteed each one for full recourse. I never bought one of them back, not a single one. I had hundreds and hundreds of them. In thirty months we got $275,000 back. That's pretty good business. Paul agreed. He said, "Hey, this isn't too bad." Bill said, "I thought this was operation rat hole, but it sure is looking good. Let's go get some more."

To make a long story short, in the mean time, they had turned on the Mankato system‑‑Bob Regan, Cliff Kroon, Ken McHugo. You remember those guys so well, Strat. Paul and Bill, said, "Why don't you go down and try to buy that Mankato system from those guys?" I said, "Okay." In the mean time, I had been watching them build a cable system in Rochester, Minnesota. I got in the car and drove to Mankato and had lunch with Regan and Kroon.

DUDLEY: How do you spell that?

THOMPSON: Bob Regan, he's a pioneer, and so is Cliff Kroon. K‑R‑O‑O‑N. I never got to the subject of wanting to buy their system. We had a nice lunch with three or four drinks. I got back in my car and drove to Rochester, Minnesota. There was a motel down in sort of a hole on the west side of Rochester, that had just an antenna. The whole town sits in a hole. It's about 75 miles south of Minneapolis‑St. Paul. I wanted to get into some place that had a rooftop antenna. I sat in this hotel for three days, watching reception off an antenna. It was terrible. In the meantime, I was going through the city directory and counting apartments. There were 3,500 apartments in Rochester.

The third day, I check out, and I get in my car and I go to see Joe Poirier and Al Scheidel who own the Rochester system. Poirier is now dead. Both of them are now dead. Joe Poirier and Al Scheidel. They were the two owners of the Rochester cable and they had just finished constructing it. They had hooked up around 1,400 customers.

They said, "What are you doing here, Frank?" We went over to Michael's for lunch. "I came down to buy your cable system." "You're kidding?" "No, I'm not kidding." "We're looking for cable systems, and this is the one that we want to buy." Paul and Bill don't know that I'm in Rochester. They think I'm in Mankato. I said, "How much do you want for it?" Both of these guys distrusted each other equally, and I knew it. They said, "Excuse us," and they went to the men's room. They came back and said, "We'll sell it for $575,000." They had about $250,000 in it; they'd just finished building it. They saw that as a big, quick, profit. I said, "That sounds reasonable. We'll take it, but I have to go back to Minneapolis and tell Paul and Bill and we'll come back and sign the deal."

I go back to Minneapolis and go to Paul's office and he said, "What's the story on Mankato?" I said, "I don't know. I had a nice lunch down there with Regan and Kroon and those guys, but we're going to buy Rochester." "Rochester, what the hell were you doing in Rochester?"

During lunch I had asked Joe Poirier how many apartments were in Rochester. He said, "Oh God, there are a lot. There must be 1,300 or 1,400 apartments in this town." I had counted 3,600 in the damned guide even before I had talked to him. They didn't know what they had. They just simply did not know what they had. Paul, Bill and I rent a Bonanza, a Beechcraft Bonanza at Minneapolis. I fly us down. At that time the Rochester airport was a grass field way outside the town.

I'm sitting with Bill Smith in the bank. Bill was in the cut‑rate gas station business for years. He was always trying to cut a deal. He said, "Okay. We'll buy it for $650. Let's buy it from them for $650, but spread it out over five years at no interest, something like that." I said, "I don't think they'll go for that." He said, "Just run it by them." So these two guys are sitting there, each one with his own lawyer negotiating this deal. So we put $225 thousand down balance over five years at no interest. If they'd figured it out, the interest on the $325,000 that we owed them, would have been a hell of a lot more money than the difference between $550 and $600. They took the $600,000 deal.

This was about the first or second day of the month of September, 1960. Paul and Bill said, "How much operating cash do you think you need, Frank?" I said, "I don't think we'll need any. We've got some customers and they're paying their bills. We don't have a payroll to meet until the 15th. Let's try it this time without any money." We borrowed the down payment on the Brainerd system. We used that as collateral. We'd taken over Rochester lock, stock and barrel without one penny, not one cent. Two weeks later I had almost enough to meet the payroll from the few customers that we had. I put in the difference out of my own checking account. By the next payroll we had enough money to meet the payroll. We never looked back. That thing just went like a house afire. That was the first system in a five channel town, which was important. They had five perfect pictures off the air in Rochester, Minnesota, but none of them from Minneapolis. They had a local station. They had Mason City, Waterloo, La Cross, and Eau Claire. They had five stations including all three networks. They had perfect pictures for all three.

People said to me, "You're crazy. You and Paul are crazy." I think we then proved what might have been a first. You can go into a five channel town, a ten channel town, and a fifteen channel town and improve reception and add additional programming. Five years later to the day, we sold the system to Jack Kent Cooke for $2.5 million without ever having to put a penny into that system except for two weeks worth to pay for some of the payroll. So then what do we do? We sell to Jack Kent Cooke, but in the meantime, while in this Rochester thing, we're also out in Southern California.

DUDLEY: Before you leave Rochester, you did some interesting things with the Mayo Clinic.

THOMPSON: Oh yes. We did several things. Now Bill Bresnan enters the picture. Bill is the chief engineer, my chief engineer there. Mayo Clinic was a very, very progressive outfit. For example, they had the only human centrifuge in the country, at the time. They were doing most of the aeronautical or medical research for the government. They could read their dials and all the stuff they had hooked up to it. They had the man in a seat going around in a huge room. It was a big place. It was just like a centrifuge, and this guy was in the middle of it. They had no way of seeing what was happening physically to the guy. So, they talked to me about it. I said, "I think we can do that." I always say, "Yes, we can do it." Then I go and get Bill Bresnan and say, "Can we do this?" Technically, what I knew was an absolute zero. We mounted a camera about two feet away from the guy sitting in the seat, and sure enough, they could watch what was happening.

There were two more interesting things. One very interesting, medically. We taped the first open heart surgery ever taped at Mayo, perhaps in the country. Bill and our guys mounted a camera right over the operating table and taped the whole open heart surgery operation. Mayo had a little theater. They started to show that tape, and I had to walk out. They open you up like a suitcase. That was a first.

DUDLEY: That was what year?

THOMPSON: That would have been about 1963 or '64. It was the same for this other incident I'm going to tell you about. In the mean time, Western Union had Weststar up in the sky. It was the first one. The Mayo said, "We've got a panel from the medical profession in London, and we've got our panel here. We think Western Union can get a two‑way thing going." It had never been done. They wanted a two‑way discussion with a panel of doctors in London and a panel of doctors in Mayo Clinic in Rochester. They said, "Can you handle it?" I said, "Well sure. All we'll need is the cameras and stuff." We fed it into land lines. It went to Lake Geneva on land lines. It was comical. Here's a semi‑circular table in Rochester, and here's a semi‑circular table in London with British doctors sitting around. They were all world-renowned experts in their own fields. I didn't know what they were talking about that day. This guy would talk, he would ask a question.

SMITH: This guy over here was from this country?

THOMPSON: This guy over here was from Rochester. This guy over in London would answer or ask a question. It's about this time that they're starting the first real campaign against smoking. This doctor was smoking, and this doctor might be smoking. About three of them were smoking. This doctor might be talking. This guy's voice would be coming out here, and there'd be a stream of smoke coming out, visible as hell. There'd be another stream of smoke coming here. Over in London, these guys were smoking five cigarettes. There was smoke everywhere with these two groups. We finally took that tape and showed it in the little theater. It looked like it was a smoking contest. We all started to laugh at about the same time. We all came to the conclusion that this cannot be a testimonial to our anti‑smoking campaign.

DUDLEY: At that time you must have been recording on an early two‑inch helical machine?

THOMPSON: I don't know what they were. I don't think that they were that big. I rented the stuff in Minneapolis. I didn't buy any of it. I had one of the first closed‑circuit programs ever run on cable in the United States of America in 1957 in Brainerd, Minnesota. Some guys may have done some of this stuff. If they ever read this thing, then they can argue about it. I'd consider it the first in the industry. I was trying every gimmick that I could to sell cable. In those days, they had what is called a Dynascan. Do you remember those?

SMITH: Yes I do.

THOMPSON: You'd put a slide in here and it would show on the television screen on mostly test patterns and stuff so the TV guys could align their TV sets. We bought one of them. I bought a Polaroid camera. Instead of negative film, I got positive film for this Polaroid. We went over to the high school and we took pictures of the coaches, the cheerleaders, the football players individually and the stars and so forth. One of them was a scoreboard for the first quarter, and so forth. The local radio station broadcast all of the away games. I made a deal with the radio station with a direct tie‑in to our tower where we put this Dynascan.

The late Darryl Lawrence sat out there at our headend with all of these pictures. They put some guy in at quarterback, Darryl would slide it into the Dynascan and it would show up on TV sets all over Brainerd. The parents and the friends were excited. It was the first time anyone had appeared on a TV screen. They had the radio. They were used to listening to the radio for broadcasts of the game, but here you were seeing a guy on TV. We'd show pictures of the cheerleaders during the quarters and of the coaches. We kept the box score all the way through, and so forth. It was closed‑circuit television on slides. That's all it was. They weren't slides, they were Polaroid films. That was in 1957. If anybody did any closed‑circuit before then, I hadn't heard about it.

The next thing that we did was in Rochester with Bill Bresnan. We were one of the first, almost the very first, to have the AP news ticker. When the AP news started on television, you had the printer right in your back room. You focused the camera on the print. You had this huge thing and it made noise. Gee was it noisy. The paper would roll and show the AP news, but it wasn't like it was being printed right there in Rochester. What we did was real simple. We tilted the damned thing so it caught the typewriter keys. People saw the keys actually printing the words out. It made it more real. They thought, "Hey, that's happening right in town."

There's an interesting little anecdote on that. We had word that Harry Blackmun was going to receive an appointment to the Supreme Court of the United States. I was in Rotary with Harry when he was the District Judge. I knew Dorothy, his wife; his daughter went to school with my kids. He was in Washington on such and such a date to receive his appointment and be sworn in as a Justice on the United States Supreme Court. So I said, "Hey, Dorothy. . ." she couldn't go to Washington. I said, "Do you know at what time the judge is going to be sworn in?" She said, "No, but it's going to be approximately three o'clock our time." Boom! I got cameras. We were sitting in Justice Blackmun's living room and here it comes, over the news, "Harry Blackmun appointed to the Supreme Court of the United States." We got his wife there, sitting in front of the TV set and the camera taking pictures of the whole thing, live. We had it on the cable ten minutes later when we got back to the office. We one upped the newspapers, the TV stations, the whole damned media bit.

End of Tape 1, Side B

THOMPSON: I was invited to New York city by the late Elroy McCaw and Time/Life was looking for someone to operate their New York city franchise. I met with them on a Monday morning. They told me that they would like to hire me as Vice President of Operations. I told them, "I'll meet you here for lunch next Friday afternoon." A guy had a map showing their franchise area. I went places where the New York police are afraid to walk. They had started building this system. To show you how some of the systems were. (Thompson is demonstrating.) Here would be an alley. Here would be all of these apartment buildings. They come in and go like this instead of going down the alley and dropping it off. In a block they had about a mile of cable. I'd never seen anything like it in my life. Their office was in a real bad area. They were on strike at the time. They had to have three men in a truck, one to make the installation, one to guard the guy making the installation, and one to guard the truck.

I knew that system better than they did by Friday. These guys didn't know what they were doing. They were key executives at Time/Life and people like that. They didn't know what was going on. So I met with them on Friday at noon.

In the meantime, I had looked at the economy. I tried to compare what my lifestyle in Rochester, Minnesota was with the New York lifestyle and compared to what I had in Rochester, Minnesota. I had a big beautiful home and a swimming pool and all of the good things that go with it. I met with them, and they said, "Well what have you decided?" I said, "I've decided to take the job." "Oh, good." "Here are my provisions." This was back in 1965. That's a long time ago. "Eighty thousand base salary, a car and a driver, a golf club membership somewhere out on the island or some place, and a piece of the action." All together it was a $250,000 package. That's what I had to have to maintain the same lifestyle that I had in Rochester, Minnesota. They said, "You don't want the job, do you?" I had forgotten who was the head of Time/Life at the time. I can't remember. "You don't want the job do you, Frank?" I said, "Yes, I'll take it, but those are the provisions." I would have lived right downtown near the park. The driver would meet me and take me to my office every day or wherever I was going. I'd have to put my kids in private school. It would have taken $200,000 or more to equal what I had in Rochester, Minnesota, which was a beautiful town with all of the amenities and great schools. Elroy McCaw was a good guy. He was a good man. Did you know him very well?

SMITH: Not very well, but I did know him.

THOMPSON: Oh yeah. As a result they struggle along. I don't know how many guys they had running this thing for ten years probably before they got the thing at all under control. They probably wasted five or ten million dollars building the damned thing. That $200,000 or $250,000 would have been the cheapest money that they could have spent. I'm not trying to be braggadocio here, but I'm talking basic common cable sense. Chris was scared to death that I might take the job.

SMITH: I'll bet she was.

THOMPSON: At that time, we (Schmitt and Smith) had sold all of our systems, and I didn't have ownership in any systems, so there weren't lots of reasons not to take it when I was still young. I was 24 years younger then. I was just a kid. I was about 45 years old. I am 70 now. I was pretty young then.

DUDLEY: Can we pick up with Vail then the next time? Is that the next milestone?

THOMPSON: No, there's a lot to tell about El Paso before we finish that. There was a two year period where I really didn't do anything. I called myself a consultant, but that didn't mean anything. Everybody was a consultant between jobs. You've been a consultant in your life time.

SMITH: I was a consultant for about six years.

THOMPSON: Some of them do it and do a good job of it. You had to have a business card. I wasn't interested in solving somebody else's problems again. I was interested in getting back into ownership and solving my own problems and saving my own money rather than somebody else's. When that Vail thing finally became available for $750,000, more than it had been for sale for the year before, I bought it. Everybody said, "I always knew he was crazy. He's finally proven it this time." Vail was just a beautiful bouquet waiting to be picked. I tried to sell it to TCI for a while. The more I got up there, the more I saw what was about to happen. I said, "I'm not going to sell this." I got, for all practical purposes, 100% financing on it because of my track record going way back.

It does pay to do your very best job and work your butt off while you're doing it, even though you're a minority stockholder or work for somebody else.

For the money I have, I worked hard for every dime of it. I put in $25,000 of my own money and I raised hell with Becker and Jim Ackerman and all of those guys.

SMITH: Did you get your money through them?

THOMPSON: Yes. I raised hell with them because I didn't want to put any of my own money in this thing. They'd only give me 98% financing. I said, "Who the hell is on that finance committee?"

DUDLEY: Jim Ackerman, Jack Crosby, Ben Conroy, Bob Hughes.

THOMPSON: They all knew what the hell I'd done in the cable business all those years. They were the only people in the industry who didn't think that I had finally flipped. Vail had 1,800 customers. They had damned near that many illegals (non‑paying). TCI was too busy and they were growing too fast to pay any attention to that.

I sold it five years to the day, sixty months to the day after I had bought it. I had 8,500 subscribers, plus HBO and all that other good stuff. I drove out of town and never looked back. Then it was: "Oh boy, was he lucky." If I had fallen on my butt they would have said, "We all told you so." "Oh, you were lucky. What a price you got for that thing." I thought El Paso was tough, but Vail was the toughest five years that I ever spent in the cable business, where you deal with the nationally and internationally super-rich. When you're dealing with world known people and you're dealing with movie stars and the Henry Mancinis and all the Texas money, etc., etc., etc...I had learned how to handle that type of customer in Palm Desert. It was a lesson well learned because I really had to know what to do in Vail, Colorado, when famous multi-millionaire people were at the city council raising hell about something.

There was an interesting little anecdote about Palm Desert. There was a bank manager by the name of Phil Franklin. He ran the Palm Desert branch of Bank of America. When we bought the systems and I was starting to put them all together I needed a manager. I couldn't do it. I lived in Minnesota. We went to the bank one day and we talked to Phil. His bank was handling our financing out of Los Angeles. I said, "Phil, we're looking for a manager. Do you know any nice talented young guys willing to work hard out here who we could hire for a manager? Phil said to me, "What are you going to pay?" "I hadn't really decided, but I suppose about $850 a month to start." He said, "I'll take it." He had been with the Bank of America for about 15 years and was making $600 a month. He was running that branch.

There was a union question out there. Nobody's ever handled that union. The unions are a story in themselves. Remind me, let's get into how that mean old curmudgeon handled his union problems in Minnesota and Southern California. There is a lesson to be learned.

SMITH: When we edit these, these things, we can put in where they logically would fit.

THOMPSON: I've got a couple of stories that are just going to curl your hair when it comes to unions. I beat them every time. I'll tell you. You have to have grown up in south Chicago during prohibition and have been on a first name basis with all of the sons and daughters of the gangsters in south Chicago.

SMITH: Bob, Frank probably delivered over a period of several years when he was on the board of directors and also in these regional associations, probably the best remembered speeches of anybody in the industry.

THOMPSON: I've still got copies of them.

THOMPSON: Put down in there, Bismarck, North Dakota, Strat Smith and Frank Thompson. That is a story in itself, how we saved the state of North Dakota from public utility regulation of cable. We did it in a couple of hours in a hotel room the night before and about two hours the next day in a capitol PUC hearing. Boy were they loaded for us. They had that big broadcaster and he walked right into my traps and then your traps. He was the leading broadcaster in the state of North Dakota. He had stations in Fargo and all over the damned woods. He started using the example of how the public was being gouged in prices and so forth, on a system in Minnesota with 6,000 subscribers. There was only one system in Minnesota with 6,000 subscribers and that was mine. I was sitting there listening to this and making notes, and this guy was under oath. I couldn't wait to get up there. We shot him so full of holes I bet he never got over it.

SMITH: He made an absolute ass out of himself.

THOMPSON: We destroyed him. Strat was doing the questioning. I'm on the stand and he said, "Where do you live, Frank?" "In Rochester, Minnesota." "Do you have a cable system there?" "Yes." "How many subscribers do you have?" I said, "Six thousand." "Are there any other that big in Minnesota?" "No that's the biggest one. There's only one with 6,000." The broadcaster looked like he was trying to crawl under the table.

It's fun to remember those things, but it was hard work at the time. I got together with you Strat, on the last day of the convention in Denver. You had to fly back to Washington and fly back to Bismarck. I had Chris and the kids. We had to drive to Bismarck. We met there the night before the hearings. We got in a hotel room and got together with two guys that owned cable systems in North Dakota, and formed the North Dakota Cable Television Association. We went into the hearings the next day representing the North Dakota Cable Television Association.

SMITH: That's exactly what we did. Frank, your memory is good, because that had gone way back and out of my mind. I would not have recalled it except as soon as you started on it, it just came right back.

THOMPSON: We absolutely destroyed the Broadcast Association of North Dakota in one morning. I don't think that's ever been brought up again in North Dakota. There aren't many systems in North Dakota, but what the hell, it was contiguous with Minnesota and South Dakota and Iowa, etc., etc., etc. If we let that seed get planted...

I was glad to see Roy Bliss Sr. last night. I hadn't seen him in a long time.

SMITH: So was I. Old Mr. Carter Mountain himself was there. I'm going to do an oral history with him. That Carter Mountain Case was the beginning of FCC regulation.

THOMPSON: You've got to have experiences on the board of directors. I served the longest consecutive period of time of anybody in history. A few other guys have served more years.

SMITH: How many years did you serve?

THOMPSON: Uninterrupted, 11 years. There were a lot of things that happened in those 11 years. I think I saved Milt Shapp's life one day, because Charlie Clements and four or five other big guys were going to throw Milt Shapp off of the balcony of the Senate building.

SMITH: Oh, that day?

THOMPSON: They had him around the arms. They were going to throw him off of the damned balcony.

SMITH: That was a big day. This was the day of the hearings on S.2653 when Milt Shapp led the last minute opposition. Bob, Frank was talking to me briefly at lunch time. He thought he might come to State College and see the Museum and visit. And we are running out of time.

THOMPSON: I wouldn't be able to do it until sometime probably in July though, I might do that.

SMITH: That would be fine. We could finish up.

THOMPSON: I think that's the best plan. Maybe by then, if I'm fortunate, I'll have gotten a lot of stuff out of storage. I've got every speech I ever made.

SMITH: I want you to bring those because they were priceless.

THOMPSON: You've got to understand the NCTA board in those earlier days. Most of the guys, and this is not criticism, it's just the way things were. Most of these guys had been running a radio store in some little town and this or that or whatever, and there were very few guys who were really articulate. Right? Making a speech for me was easy. I was a school teacher. If you ring the bell I'd talk for 55 minutes. Just give me a subject. So, it was easy for me, and as a result, a lot of those chores fell on me because really there were very few other guys who had the public speaking ability or the practice, or whatever you want to call it, to do this.

When Fred Stevenson was chairman, he was sick most of the time and I made every appearance for him for a solid year, from coast to coast and border to border. That includes from coast to coast in Canada. I spent a hell of a lot of time on industry affairs, just for expenses, and all of that time away from my own business. Somebody had to do it.

I'm not putting a leather medal on the shoulder. We were all damned glad to do it if we could, and many of the guys did.

I must have made 10, 15, or 20 speeches to broadcast associations, including the NAB. There's another story. As a result, I was speaking to the Illinois, the Missouri, the Indiana, the broadcast associations, all over the damned country. I started every speech, Strat will remember because he heard me make some, "Please excuse me if I move around a lot on the stage here tonight, I want to present a moving target." There'd be a panel of six guys, and I'd be out here, and the rest of them were broadcasters and the FCC.

But the Bill Grove thing was the epitome of one-upmanship. My wife's uncle, Jack Gage, was governor of Wyoming. He'd been a long time politician in Wyoming. He'd been secretary of state and lieutenant governor. He grew up in a little town way up in northern Wyoming and spent his whole life in Wyoming. I was invited to speak at the NAB convention in Chicago on a cable/ broadcast panel. They had Ken Cox, that miserable rotten, no-good. . . it was not Cox Broadcasting, it was the FCC Commissioner, Cox. They also had the UHF guy, Robert E. Lee. I liked him. I took him a big button one time that said, "Help stamp out UHF." He was the one who caused UHF tuners to be mandatory on TV sets.

SMITH: It was Lee, Commissioner Robert E. Lee.

THOMPSON: And three or four broadcasters, all anti‑cable. At this end sat a man by the name of Bill Grove from Cheyenne, Wyoming, who was one of those half a dozen western broadcasters who, although small in number, were very vociferous. They were so anti‑cable that it was terrible. The broadcasters would always manage to have me speak among the first couple of speakers, because then the rest of them could shoot at me. I knew who was going to be on the panel. I knew I could handle Lee and I knew I could handle Cox, due to your help and Bob L'Heureux's help. Bill Grove, Cheyenne, Wyoming.

I picked up the phone, and I called the state capitol in Cheyenne, Wyoming. "I want to speak to Governor Jack Gage, this is his nephew‑in‑law." Jack gets on the phone, "Frank, what the hell do you want?" He's had real cow dung on the boots, Wyoming, he lived his whole life there. He was a marvelous man. I said, "Where did you go to school, you told me one time, Jack?" Oh, it was up in northern Wyoming.

SMITH: Greybull?

THOMPSON: No. No, farther up there than that. It was straight up Highway 25, Sheridan, Wyoming. Anyway, I started the conversation, do you know a guy in Cheyenne by the name of Bill Grove? He said, "I went to grade school and high school with Bill Grove in Sheridan. I have known him since we were five years old." I said, "Well that's good, Jack." I told him what the situation was. I said, "I'm going to be in Chicago, and I'm going to have Bill Grove and five or six other guys shooting at me with automatic weapons next week. Tell me something about Bill Grove that no one in the world other than you might know." He thought a little bit and then he said, " I don't remember if it was fifth or six grade, but there was this little girl. Her name was such and such. Bill Grove used to follow her around like a little puppy, day after day, after day. The governor told me about this girl and what her name was. I said, "Oh, that's great." He said, "Frank the word isn't out yet, but do you know that Bill Grove got the cable franchise for Cheyenne last Tuesday night?" That was like giving me an AK-47 and you a BB gun.

So there are about 500 broadcasters sitting out there in the office. I think Cox was the chair. I can't remember. They call on me. I said "if I move around up here a lot today" and so forth and so on. Before I start on my presentation, ladies and gentlemen, I'd like to tell you something about one of the panelists which we have the pleasure of having with us on the stage here today. It is the gentleman sitting at the far end of the table, Bill Grove from Cheyenne, Wyoming. Bill Grove was leaning out here. At the time he was about 60 or 65 years old, he's an old guy. He's looking at me. I said, "When Bill Grove went to elementary school in Sheridan, Wyoming," He's leaning off his chair, "There was little girl in the fifth grade." Her name was..." He's in a state of shock. Nobody in the goddamned world other than his mother and father and somebody in his class knew this. I told about how Bill used to follow this little girl around, and carry her books and so forth. He didn't know what to make of this.

I said, "But the big news ladies and gentlemen, and we've been pleading with you broadcasters to do this for many, many years, you should get into the cable business. We've been telling you that for a long, long time. Bill Grove got the franchise in Cheyenne, Wyoming last Tuesday night."

You could have heard a pin drop in that place. He was one of the leading, outspoken enemies of cable to that instant in time. That shot the legs out from under Cox, and Lee, and the whole panel, right there. He was keeping it a secret. If he hadn't been on the City Council or hadn't been governor of the state of Wyoming, you would not have known it. It was all a hush up deal.

SMITH: I didn't think he intended to build it. I thought he just got the franchise so that nobody else could.

THOMPSON: They built it. I know he did build it, ultimately. I knew Mrs. McCracken who owned the radio and TV station Grove managed, and some newspapers. She ultimately sold the broadcast station to keep the cable. Anyway, that night, the NAB had a reception right after the session. It was an afternoon session. We had a cocktail reception. I thought Grove was going to have apoplexy down there at the end. He looked bad. He looked like he might become sick. The emperor had no clothes. He didn't have any on. He was sitting down there stark naked in front of his peers of many, many years. He came up to me and he said, "Frank, how in the hell did you know about elementary school in Sheridan, Wyoming? I can understand how you might have learned somehow about the franchise, but how in the hell did you know about fifth grade?" I said, "You had a classmate by the name of Jack Gage, didn't you?" "Well of course, he's the governor of our state." I said, "Jack's my wife's uncle." He was belly up and so was everyone on the panel because they were all prepared to shoot their old broadcast bullets at that poor little cable kid. Isn't that something how things turn?

I don't know whether or not I'd ever told you that story. Bill Grove from Wyoming, the guy from Montana, and the guy from Idaho, and there were four or five very highly vocal broadcasters out in that area.

SMITH: There was Ed Craney from Montana and Tom Bostic from the state of Washington.

THOMPSON: They had to work because they had the ear of the FCC. There was no question about it.

SMITH: They also had the ear of the Senate Commerce Committee.

THOMPSON: They had that too. We got in our licks whenever we could, and some of them were pretty good. That was a pretty good one. It was in front of the whole general session of the NAB convention. God, that was a thrill. I was just sitting there waiting just like you were on that deer stand when you know that 19‑point buck is just about to come around that tree. I shot him down just beautifully, but in a nice way. I've seen him a couple of times since then.

SMITH: Bill died a few years ago.

THOMPSON: Bill died, yes. Mrs. McCracken just recently passed away. She owned the newspaper and the television station and the whole thing. She was a very dear friend of Leona, Chris' aunt, Leona Gage. We knew her very well, but she didn't know anything about the broadcasters being enemies of cable. She didn't care about that stuff. They were in ownership then. The opportunities just have a way, all of a sudden the door opens like that one in Bismarck that morning. That guy opened the door and boy, did we go through it. There were a lot of times like that.

After I moved to Rochester, I had filled in with Ray Zimmerman, a wonderful man and our manager running the Brainerd system for me. I was going for a rate increase, from $3.75 to $5.50. The first rate increase that I ever got. I had applied for it in Brainerd after seven or eight years. The vote was 4‑3. There was a mayor and six councilmen and the vote was 4‑3. No, it was 4‑2. I knew the mayor would be on our side if it came to a tie vote. I had done a very special favor for one of those councilmen shortly after I got into the cable business. It was one of a very personal nature and which will be left unsaid. It could have been extremely embarrassing to him.

I got him out of the fix. I got in the car and drove to Brainerd. I didn't go to the cable office, I went to this guy's house one night. I said, "Ray, at the next meeting of the council, when this rate increase comes up, you're going to vote in favor of it." He said, "The hell I am." I said, "The hell you're not. I'll tell you why you are." I told him, and he remembered. It was three or four or five years before. He said, "I see what you mean." We went to council. I went to the following council meeting with Ray Zimmerman. You met Ray Zimmerman. He was a wonderful man. The vote was 3‑3 and the mayor had to decide the vote. He voted for the increase. Now, that's professional blackmail.

Sometimes, when you have to do business with city town councils, city councils, county commissioners, PTA boards, school boards, and so on--I don't know if you've had any experience with them--you can run into some of the dumbest damned people that you've ever met in your life. It tries your patience, because some yahoo for the first time in his life has a little authority. And he thinks he sits on the right hand of God. "I'm going to tell you what to do," and this and that, and in the mean time you have a million dollar or more investment sitting there. This guy's up there playing "Very Important Person."

In Vail, I found it good to pursue the town council individually and separately, and the city attorney. That's how I got the law firm to do it and the money to pay it. I had some attorney friends that got the word to the city attorney who was totally off base. He was trying to make me pay franchise fees, percentages on pay TV. He called it broadcast. I had to teach him the difference between broadcast and cable. He was a county attorney up in Boulder and city attorney for Vail, and he didn't know a thing about communications law. He thought it was all the same. The franchise read "broadcast signals" which meant the stations. It would have cost me a lot of money. The extra four or five per cent on what it was on the pay TV income, would have been a substantial amount of money.

I said, "Gentlemen, listen. I have but one recourse and that is to take you to court. I'll also have to sue you as a board, and I'll sue you individually for the losses and compensatory damages, and whatever I can get. This is the way it's going to be." I walked out the damned door. In the mean time, the city attorney got a short course in communications law from somebody and discovered that pay TV wasn't a broadcast signal. Too many guys gave up too easily. Strat knows this better than anybody.

In those early days of cable not too many guys were willing to take on the mountain. At about the time that we wanted to, our NCTA president wouldn't let us. He always did. We had to have approval of the board. We had great guys, but some of them, when it came to taking on the government of the United States, they were a little chicken. You have to walk in there and look like you're going to win. I'm not telling you, you're a damned lawyer. You know that.

I think, and this will be in the tape, the two people who contributed most to the cable industry in the 28 years when I was in it, were George Barco and Strat Smith. Categorically, a lot of guys take more credit for it. Being on the inside and watching what could have happened and what did happen or what didn't happen, I think those two men were the two who were responsible for our success for many years, and for our growth. I'm not saying that because Strat's a friend of mine, I'm saying that because by God, it's true or at least in my opinion, it's true. A lot of guys might think otherwise.

I saw a lot of board members come and go in 11 years. A lot of guys were doing good things for the industry, but that was only second. They were doing it primarily for themselves. Then the industry benefitted, perhaps, from what they were doing. They were doing it for their own selfish interests first. That was not the case with George Barco, in most instances, or Strat. Strat didn't get paid any more if we won or lost. A lot of guys get credit for growth and contribution to the industry and so forth and so on, that perhaps, should have gone someplace else. I don't know if anybody ever told you that before.

SMITH: Not in so few words.

THOMPSON: That's as plain as I could say it. I don't think, and I don't care, because I've seen him when he's wrong. I think Strat would agree with me on the other choice.

SMITH: Unquestionably.

DUDLEY: I'm sure George would appreciate that kind of comment.

THOMPSON: I don't have to make that kind of comment to George. George knows how I feel about him. He knows how Strat feels about him. George has got five, maybe six people in the industry. He knows how we feel about him. Good times and bad times. We have had both in the cable industry.

End of Tape 2, Side A

SMITH: We are resuming the oral history interviews with Frank Thompson. This is the second session and it is being recorded at Frank's home in his study in Las Vegas, Nevada. This is July 10, 1990. Frank, the last session that we recorded together was at the cable television convention in Houston over a year ago. Is that correct?

THOMPSON: Sounds right. I can't remember that far back, Strat.

SMITH: Since we're going to ask you to remember some 35 or 40 years, we better jog your memory a little bit. As I recall when we finished the interview late in the afternoon on that day in Dallas, we had gotten to the point where we were going to discuss the experience that you had in putting the cable television system at where back on the air?

THOMPSON: Well, I think at that time we were talking about building the El Paso, Texas system. Prior to that we neglected to talk about the experiences I had in the Coachella Valley, California with the Palm Desert Indio system. I probably should tell you a little about that.

SMITH: Yes, let's start with that one.

THOMPSON: We were at a convention in Seattle, I believe it was. It could have been San Francisco. The first convention in San Francisco. And several prominent businessmen from Minneapolis had homes on golf courses in Palm Desert, California. So Paul Smith, my late partner said, "Frank, the cable systems down there leave a lot to be desired. Why don't you go from the convention here down there and look it over and see what you think about buying those little crummy cable systems out and building a decent one?"

I had never been to Palm Desert, California, so I arrived in Palm Springs about midnight. Rented a car and drove to Palm Desert; it's about 15 miles from Palm Springs down Highway 111. Checked into a motel called the Firecliff. Paul had called ahead and made reservations for me. Of course, I'm wearing a dark business suit and everything. It was in July. Hotter than hell. There we are at sea level or below in the desert. It was hot. At the motel, we checked in. When they finally got the room cool enough to occupy, I started out looking the next day, at least, to see what the heck there was in the way of cable systems.

There were four different cable systems in the Valley, each serving small segments of the valley. One served Cathedral City and Rancho Mirage, another one served Palm Desert, another one served Indio, and another one served the small town of Coachella. They were pretty bad. They had antennas that were below sea level and all they could pick up were signals bouncing off the mountains. To make a long story short, I approached all of the four different owners of the cable systems. All together collectively they had perhaps 1800 customers.

SMITH: This was four separate systems?

THOMPSON: Four separate systems. Four separate headends. Four separate offices. And after four or five days I came to the conclusion that if there were one cable system serving the whole damn valley, it would be probably worthwhile from an economic standpoint. So I then make a long story short, I was successful in buying the four separate small cable systems. Some of which had 200 or 300 customers. Then the job was to put them all together, tie them all together. Put all four offices together. In other words, put everything under one roof. It took me about a year to do that. Meantime, I was living in Minnesota, so I had to hire a manager for the system and I hired Phil Franklin who many of you know and remember, who at the time was the head of the Palm Desert Branch of the Bank of America. I had the help of not only one of the best guys in the history of the industry, but also an excellent cable engineer by the name of Charlie Clements who came down to the desert.

He proceeded to do the engineering to tie these things all together. We got hold of a microwave company that was headed by Frank Spain and put a microwave site about in the center of the Coachella Valley. Put them all together and to make a long story short, Charlie Clements worked out the engineering to tie them all together and we brought microwave into the center of the valley. And ultimately it took us about two years, until we had a very good cable system. Much of the stuff we bought was on open wire. We had to replace all of that, of course.

Interestingly enough, looking back at that time, after we had the system for several years, we had about 8000 customers. The valley was growing. It was growing rather rapidly. To look at it today, some 27 years later, they have 85,000 customers on the cable system, which is now owned by the party to whom I had sold it for our group, Palmer Broadcasting. David Palmer.

SMITH: We jumped pretty fast from the beginning to the sale, Frank.

THOMPSON: In between there are a lot of things that happened, Strat, because at that time down in the valley there were about eight golf courses. Now there are 80 some. The golf courses were occupied part time principally all part time, winter homes, of a rather large group of famous and infamous people from the movie industry, from the television industry, and financiers from all over the United States.

SMITH: Would you name some of them?

THOMPSON: Well, fortunately for me, we had a sub‑chapter S corporation and three of the partners were very well known in the valley. One was Bing Crosby who was well known all over the world. Phil Harris, pretty much the same. And Charlie Farrell who had been in movies and television and owned the Racquet Club which was really the social center of the whole valley in the early days. With those three as partners, why it opened up all the doors to me and to Phil Franklin who we hired, and we lived on one of the country clubs.

Again, to me it was great because I spent most of the winters out there. While my home was still back in Minnesota where the temperatures would be zero and below, I'd be out in Palm Desert. It would be 85 and 90 degrees. My wife accused me of checking the five day forecast in Minnesota and managing to have a big problem in Palm Desert, California, Strat. Sometimes she was right. I finally left summer clothes out there and took my winter clothes off when I got to Palm Springs, and put on my summer clothes and everything was great. It was a fun deal because of the people we had as customers.

I remember one time, for example, we were having some technical problems on a system, and I happened to be in the office. All the phones were ringing and the office girls and Phil Franklin were talking to people on the phone. Another one rang and I picked it up and this voice said, "Everybody at Tamerisk Country Club is fed up with the service we're getting from your blankety blank blank cable." He went on for about five minutes uninterrupted by me. Now finally, I had enough of it. He kept saying, "Everybody, everybody." I said, "Who in the hell is everybody?" He said, "Me and Zeppo." It was Harpo Marx. Tamerisk Country Club was a one hundred percent Jewish Country Club. Many of the Jewish people from the film industry had homes there. We had Thunderbird Country Club, for example. A lot of the movie stars lived on Thunderbird Country Club. We had El Dorado Country Club, where President Eisenhower had a home and Billy Graham had a home and many of the movie stars like Gary Cooper, that type of actor had homes.

So it was fascinating to me, a kid from the Midwest, who had never hobnobbed with the famous before. I was having a great time, meantime building a damn good cable system. I remember we had one customer by the name of Bill Boyd who the country knew as Hopalong Cassidy. He'd always pay his bill in cash in the office. He'd never mail it in because he liked to come down and visit. He'd pull up in front of the office ‑ every time I saw him coming I knew who it was, because he had this long black Lincoln and steer horns for a hood ornament and silver pistols on the side of the car. It was Hopalong Cassidy. He'd come in and he was about the nicest man you'd ever want to meet. He owned a little motel down there.

SMITH: He never rode in on his horse?

THOMPSON: Never rode in on his horse. He'd come in and sit down with us. We'd go out in the back room, Phil Franklin and old Hoppy and get out some coffee, get some coffee cups and sit around and just shoot the breeze for an hour or two hours at a time. I think the man was lonely. I really do. He was a widower at the time. Didn't have a lot of people to talk to.

SMITH: Was he actively doing films then, or was he pretty much retired?

THOMPSON: He was retired by then. Of course, we had Phil Harris as a partner. He was married to...

SMITH: Should I tell you Alice Faye?

THOMPSON: Alice Faye.

SMITH: I never forget her.

THOMPSON: So we had a lot of fun with them. We'd go to the Thunderbird Country Club and get around the piano bar and old Alice, she'd sing all the songs she'd ever sung in all the movies she had ever been in. Phil Harris, of course, is as funny off the stage as he is on the stage. He kept us in three years of solid belly laughter. Bing Crosby wasn't there a lot. But Cathy and the two little kids were. The little kids now are in their 30's or older, I guess. They had a home in Palm Desert. If I thought about it a lot, I'd remember a lot of other names.

Anyway, there were a lot of incidents like that I could go on with a lot of anecdotes. Some of them didn't pay their bill on time. I remember, for example, we wired the new Bermuda Dunes Country Club. Clark Gable had a condominium out there, and he was out there dying of cancer‑‑about the last six months of his life. We ran cable into his house, into his condominium, for him. He was our first customer out there and we went out of our way to do it to provide him with service.

I chased Lucille Ball all over the world, because she was about six months past due in her cable bill. Finally I got a check from Europe. I don't know where she was, England or France or someplace and there was this check with a postmark from Europe, paying her bill. I had written her a nasty letter. But I had a lot of experience with big names, not necessarily great people, but big. As I said before, famous and infamous people in the desert thing.

In a way, it prepared me for my own brand of public relations when I had the Vail cable system, because there were a lot of famous people up there. All in all, it was quite an experience. When I get out there now, I get back out there every February for a week of golf with some old golf buddies of mine. I see the growth out there. It's almost solid from Palm Springs all the way to and including Indio now. The system has over 85,000 subs.

SMITH: How many miles is that from Palm Springs to Indio?

THOMPSON: About 25 miles from Palm Springs to Indio, the area we had. Maybe a little longer than that. It was a tough area to operate mechanically because of the extreme temperatures. Most of it was underground. Unlike many places where you had underground systems, we'd just take a plow and plow a furrow in the sand and put the cable in. Lay the cable down and then cover it up with sand. A windstorm would come along and blow all the sand off the cable and we'd have to go back and cover it all up again. We had our amplifiers out in the raw desert. We put them on the ground and covered them with wash tubs. Plain old galvanized wash tubs.

SMITH: Just set it on the ground and put the tub on?

THOMPSON: It would be on a little stake on the ground and put the wash tub over it. One of the problems that guys would have, it wasn't a problem because they learned how to cope with it, but in the beginning it was a problem. They'd go out to service an amplifier and there'd be rattlesnakes under it in the winter time because that was the warmest spot. These were two large amplifiers. It would be warm under the washtubs, so rattlesnakes would crawl under that washtub. So they got so they'd bang on them with a hammer and then they'd lift them up with a long pole and make damn sure there weren't any snakes in there before they reached in there, they'd diddle with the amplifier.

SMITH: Did they carry some kind of weapon with them?

THOMPSON: Rattlesnakes are more scared of you than you are of them. But you have to be leery. If you reached under that tub and grabbed hold of something, it would probably be a snake. So a lot of things like that were so unique to desert, raw desert cable systems at that point in time. Our final headend and microwave receiving point, first one, was on top of Toro Peak, which was about 12,000 feet up.

SMITH: And about how far from?

THOMPSON: It was only about 32 miles away from Mount Wilson which is the antenna farm for all of Los Angeles' stations.

SMITH: Then you got beautiful signals.

THOMPSON: Yes. But the thing about Palm Desert was, although it was only about 35 miles from 12 stations, you couldn't get any of them, unless it was a bounced signal, because there is a 13,000 foot mountain range between Palm Desert, Palm Springs, Indio and so forth and the antenna farm at Mount Wilson. So microwave was the final answer, which we finally got. It was interesting to go up to the headend, up there at the microwave receiving site because we'd leave the valley and it would be 110 degrees and we'd get up on Toro Peak and the San Jacinto Mountains there and it would be 75 degrees.

SMITH: San Jacinto.

THOMPSON: You're obviously an easterner. Of course, it's spelled San Jacinto. Like Ajo is spelled A-J-O. You don't pronounce the j. You easterners don't know any better.

SMITH: Well, while we're up on that mountain. I'm interrupting you only because I'd like you to indicate the number of channels that you handled by microwave from San Jacinto.

THOMPSON: We had twelve channels available. We couldn't carry them all because we had our own weather channel, for example. I remember we carried ten of the Los Angeles channels.

SMITH: Did you carry them all by microwave from the peak?

THOMPSON: Ultimately, yes. We picked them all up on the top of this mountain. Then when we put in our own microwaves, Frank Spain put in our own microwave, we moved it to San Gorgonio which is even higher. That is north of Palm Springs and it's snow capped 12 months out of the year. We shot that down to our receiving site in the middle of the Coachella Valley which is now occupied by one of the biggest, most fabulous, luxurious Marriott Hotels in the world, right where our receiving site was. I went out there to play golf or go to the Marriott for lunch and dinner and I can't believe that here's where I had this little tin shack and a microwave receiving dish. But there it was.

So it was a fascinating experience. For someone who operated pretty much conventional cable systems prior to the time, it was...well not many guys in the cable business had the kind of experiences I had in the different kinds of systems I fortunately was able to operate.

SMITH: I suspect that it was unique to the point of being one of a kind.

THOMPSON: Well, no question about it. It was one of a kind. Not only from a geographical standpoint, but from a subscriber standpoint. About every other person who walked in the door was someone you recognized from the films or the movies or TV or from scandals or whatever. I got to know a lot of them on a first name basis, and it was fun.

My principals, we had eight stockholders, and they were all very wealthy men. The only way they could make any money was on capital gains, which at that time was a 20 percent tax. So as soon as I got it built up and got it all put together and operating properly in a subscriber base of 8,000‑8,500 whatever it was, why it was time to sell. These men were not the type of men who would keep a business for a long time. Once we were in the cable business, they'd keep it for five years, write it off, sell it or go buy another one. In their case, we sold it. The principals were four of us, actually there were five of us from Minnesota. Paul Schmitt and Bill Smith, my original partners, and Bob Nagley who was, Nagley Advertising Corporation which was the second largest, second only to General Outdoor. We had Grady Clark who was chairman of the board of IDS.

SMITH: What is IDS?

THOMPSON: Investors Diversified Services which was one of the biggest investment firms in the world for that matter. They're the ones who built the big skyscraper in Minneapolis. Have you seen that one?

SMITH: No, I haven't. But what percentage of ownership interest did Bing Crosby have?

THOMPSON: That was interesting, because you could do it at the time. You could sell a property, buy back 29 percent of the new company and still take your capital gains on what was left over. So Basil Grillo, Crosby's business manager and I did most of the negotiating on this. They had offices down on Hollywood Boulevard. They had their own little office building there. But Crosby and Harris liked the cable business, they saw the future in it. They didn't really want to get out of it, but they were not adverse to taking a good profit at the time. So I said, hell, it was the deciding factor on buying what were the two largest of the four cable systems, in our opinion at the time. It worked out that way. The most important areas. So when I finally threw the 29 percent back at them, fine, we keep 29 percent, so they each had split the 29 percent, Bing and Phil Harris. They didn't have to put any money in. We borrowed every dime from the Bank of America. Every penny of it.

SMITH: Did Phil Franklin have any part to play in that?

THOMPSON: Well, not in the decision to loan us the money. Even at that time, with the kind of wealth the other seven partners represented, we had to sign individually and separately. We had to be responsible individually and separately for the money we borrowed. We borrowed, I think it was $500,000 from the Bank of America. None of us put any cash into it. Our little group grew up in the cable business, not believing in putting any of your own money into anything. It worked out that way, pretty well, as for the first cable system. So Crosby and Harris were just pleased as two ducks in the pond. They sold their cable systems and still owned almost a third of it.

SMITH: What were you charging for connection fees in those days?

THOMPSON: This was in the early 60's. If I can recall properly, we started out at $50 and then gradually worked it down with antenna trades and all kinds of promotions and so forth and so on. I think we started out at $50 and $5 a month. I think that was the way it was when we sold the system. I know we still only charged $5 a month. We sold that cable system in 1963.

SMITH: To whom?

THOMPSON: To Palmer Broadcasting. David Palmer out of Iowa. They still own it. Dave is dead now, but Palmer Broadcasting still owns it. Well, at the risk of repeating myself, it was very hard work putting four very poor cable systems together and trying to make one good one out of it, and combining four different staffs. People from four different cable systems, putting them all on the same payroll, establishing one office. There were a lot of problems you don't normally run into when you buy a cable system. We didn't buy a cable system, we bought four of them. We bought four of them, but only sold one because there was one big cable system when we sold it.

SMITH: When you bought the four were they all built or constructed essentially the same, or was it a multiplicity of components and techniques?

THOMPSON: It was the wildest combination of equipment that you ever saw in your life. Some Jerrold, some AMECO, some RCA, God, some brands I never even heard of. A lot of the stuff was open wire. A lot of the cable was just laying. They didn't bother to bury it in the desert, they just laid it on the ground. It was a mish‑mash of everything. Of course, when Charlie Clements got a hold of it, who is used to doing things right and properly, he had a ball. He had a field day. Throwing all of this junk out and putting all new in.

SMITH: This being desert country and the intense heat that you would have during the day time, and the swings at night, since that's also in the mountainous area, is it not?

THOMPSON: No, no. The valley is not in the mountains. It's at sea level and below. One of our headends, I've forgotten which system it was, I think it was the Rancho Mirage system, was 85 feet below sea level.

SMITH: What was the temperature at night compared to the temperature during the day time?

THOMPSON: Well, in the winter, it would get cold. In the summer it stayed hot. It would go down from 115, 118 to 45. It would cool off nicely at 45. There were a lot of temperature variations though in a twelve month period.

SMITH: Was the desert heat a factor in the quality of the pictures, in the ability to maintain even quality?

THOMPSON: Well, it was a very big factor especially from say, May 15th to Thanksgiving. From about Easter to Thanksgiving. It was a big factor because of the heat. A lot of jury rigged stuff. We tried to put the equipment in whatever shade we could find. A lot of the amplifiers were put in Montgomery Ward mailboxes, the big mailboxes. They were very good for the equipment we had at that time. They made very good amplifier enclosures, and they were cheap.

SMITH: Were these under the galvanized tubs?

THOMPSON: In addition to the galvanized tubs. We still wanted to expense all of our travel out here all the time, why don't we go up and see what they got in the high desert after we sold this to Palmer. I went up there and there were two cable systems in what they call the high desert. That's Morongo Valley, Joshua Tree, Twentynine Palms up in that area. It's quite different up there. The elevation is about 3300 feet. Yet, it's only about a half hour drive from Palm Springs. And there, there were two cable systems ‑ one of which was totally open wire. The other one was a jury rigged thing using cable in the town of Twentynine Palms. I went up there and looked at it...just off a few miles from the existing cable systems was the Marine base at Twentynine Palms with 2500 residences. That was a package deal.

SMITH: I believe you've got this story on the earlier tapes.

THOMPSON: I think so. We did talk about this. The only good thing that ever came out of my being retired rather than discharged from the Marine Corps was I was a shoe‑in for the cable system on Twentynine Palms Marine Base. I got 2500 customers from that rattle of a shoulder bar. I signed the bid by my rank and everything. It was a cinch.

There were lots of problems there. We had to go across raw desert with open wire and different desert problems, but still some of the same problems that we had run into in the low desert. People don't realize that. Most people not being familiar with the western deserts, the Mojave for example, don't realize that the elevations in the desert can vary widely. There are mountains. In some mountains you're at 13,000 feet and other areas you're below sea level. When you're building cable systems at all different elevations, you get into different problems than you do on flatland.

SMITH: I'm still fascinated with the galvanized tubs over amplifiers in the desert. It must have been operating at pretty high temperatures.

THOMPSON: We were. We'd set the amplifier on top of the concrete block and set four concrete blocks on the ground, so the amplifier was up about maybe six inches. There was air space.

SMITH: Oh, there was ventilation under the tub then.

THOMPSON: You had to. The temperatures inside that galvanized tub, if you didn't have that, would have been 150, 160 degrees.

SMITH: That was the thing that was making me wonder, how you could possibly make it work.

THOMPSON: You had to have that. It was my first real experience out there with open wire. The first I had seen of that was Charlie Clement's systems up in Waterville, Washington. I was fascinated by that stuff. It worked. Up in the high desert system that we bought and put together, Bill Bresnan did the engineering on that for us. Bill was my chief technician at the time and back in Minnesota. He came out and we put those together. Bill had never worked with open wire before.

SMITH: That's the Bill Bresnan who ultimately became president of TelePrompTer Corporation?

THOMPSON: The very same. And he had never worked with open wire before, but I told him it worked. He usually believed what I told him. By God, it did work. That's another story. Again, it was an experience that very few people have really had in the cable business to operate systems like that. Most systems were conventional cable systems. There wasn't anything conventional about those cable systems out there. Now, of course, it's state of the art with the equipment as opposed to the state of the art in 1960, 1961, 1962 in there. Why it's a world of a difference.

SMITH: You had no pay TV services at that time?

THOMPSON: Oh, no pay TV, there was no satellite. Those didn't come in until about 10, 15 years later. You had what you could take out of the air and what you could originate yourself with the weather channel. The old weather channel. The old little camera on the weather wheel, that type of thing.

SMITH: Did you originate anything other than the weather channel, with all those actors and actresses in the area?

THOMPSON: No, but I got a lot of unusual promotion.

SMITH: Tell us about some of it.

THOMPSON: First of all I went to the Indio paper, which was a daily. I arranged with him so I could put my own television guide in their Saturday edition for the following week. We put together what was called Dial‑Log. We'd insert those, 10,000 of them, in the Saturday edition of the Indio Times. It was very, very productive advertising. Another, and it could only be done in a place like Palm Desert, Rancho Mirage, that area. I bought 500 half size footballs, rubber footballs, and on the side of the football I had them print, "Watch NFL football on Abel Cable." I had my guys go out at night, up and down the streets and they threw one in every swimming pool. Well, these were orange, almost fluorescent orange colored. So people got up in the morning, "What the hell is that floating around in my swimming pool?" Got a lot of response on that.

We did a lot of advertising. We had to because I knew the guys, our company, we didn't waste any time. We wanted to build them up as fast as we could in that era. Buy 'em, build 'em up as fast as you can and sell them. Capital gains is the name of the game. So I put a lot of cable subscribers on that system in a relatively short time. I took it from about 1,500, 1,800, to 8,500 in three years.

SMITH: Do you have any of those footballs left? Maybe even one?

THOMPSON: No, some of them may still be floating around those swimming pools. It was quite a thing.

SMITH: Down there almost every house has a swimming pool.

THOMPSON: You can canoe from Palm Springs to Indio. Short portages in between. We used Bing Crosby and Phil Harris all that we could without upsetting them, on promotional deals, you know, where they had a big desert outing or a benefit for the Junior Chamber of Commerce or whatever. We'd try to bring one of them in there to represent the cable company. Hell, everybody knew who they were.

SMITH: Frank, it's time that we turn the tape over. So think of a couple more of those promotions while I'm doing the chores here.

End of Tape 3, Side A

SMITH: This is Side B of Tape 3, the second session of oral history recordings with Frank Thompson. Frank, you were discussing some of the unique promotions that you were involved in with the Palm Desert systems and you've got now a loose-leaf binder here of photographs.

THOMPSON: Some of the stuff here, Strat, it's funny. It says, "Nuclear Tests TV Troubles, Indio, California. The testing of nuclear weapons in the atmosphere may be one cause of bad television reception here," says Phil Franklin, manager of the television cable company. Phil Franklin didn't know the difference between an atom bomb and a certificate of deposit. Believe me, he did not. Here he is opening our microwave station with Bing Crosby. So, as I said, we used Crosby and Harris whenever we could on things like that and it was important. Here's the mountaintop I was showing you up where the receiving site was. That's a better picture of it. These pictures...this ought to be on video and audio, Strat. We'd have a lot of fun with these pictures.

SMITH: Yes, it would be nice if we could do that.

THOMPSON: We had a lot of advertising. This fellow here is a real fan of ours.

SMITH: Let the record show that Frank is pointing to...

THOMPSON: Our manager.

SMITH: He's pointing to a photograph with four people in it.

THOMPSON: This man's name here is Cliff Henderson. Cliff Henderson originated the Cleveland Air Races. He originated the air races all over the United States. Back in the 20's and 30's, an old, old timer.

SMITH: He was one of your subscribers?

THOMPSON: Yeah, and a very good friend. Here, of course, are Phil Franklin and Dwight Eisenhower.

SMITH: Again, looking at another photograph in Frank's album.

THOMPSON: Floyd Odlum, whose wife was a famous aviatrix. He's a very wealthy man‑‑good friend of Eisenhower's.

SMITH: He was a very prominent industrialist, was he not?

THOMPSON: That's right. This one was a board member of the Boy Scouts of America. And Phil Franklin, our manager, and Ike holding the picture of the Boy Scouts. That was a promotion, and Phil was very good at that sort of thing. He knew everybody in the valley and was a very, very, excellent public relations man. Somewhere I have a lot of the advertising that I did, and I did a lot of it. If I had kept all of the advertising pieces, Strat, I'd have 20 albums like this, but I think that's probably enough, those few anecdotes I gave you of the desert.

I had a strike problem. I had a labor problem. I had 28 employees, not counting the office. One evening I pick up the phone in Rochester, Minnesota and it's Phil Franklin. He said, "Frank, we've got a real problem. We're going union out here." I said, "Phil, we don't have a problem. We ain't going union out there. I'll be there tomorrow." So I got a plane, just as fast as I could get on an old Western Airlines plane and flew to Los Angeles and then down to Palm Springs and I got there the next evening. Lo and behold, I had 28 guys working out in the field. They had all signed cards with the IBEW, which is the worst of them.

SMITH: International Brotherhood of Electrical Workers.

THOMPSON: Right. Right. Well, I had a union problem before and I had done my homework. For a union to be certified you had to have gross receipts of $500,000 or more. We weren't grossing that much in the desert at that time. So this business agent had come down from Los Angeles and gotten all of these guys to sign up‑‑ promised them big wages and the whole story. I don't think Phil even knew what we grossed for the year, but I knew damn well because I had to report to the stockholders. We weren't eligible for union certification.

So I got to the office about 7:00 the next morning. As the guys started to arrive, I was at the back door and I fired every one of them. I fired 28 guys in about five minutes. "You're fired. We'll make out your final checks. You're not to look in this door." They're all standing there aghast. They don't know what's going on. I said, "If you want to come in on your own time, and listen to me for about an hour, I'll explain the facts of life to you." Well, the Palm Springs system had gone union and I knew what they were paying. John Muir was running it and John was an old friend of mine. Hell, I hired him for the system in Wilmer, Minnesota back in the 50's. I knew what Palm Springs would be. I knew what other unionized systems were paying. I was paying my guys anywhere from 85 cents to $1.85 more an hour. Well, I had the blackboard, the chalk, the whole bit. Of course, what the hell, it doesn't mean anything to those guys. Big deal, they're all going to make $1000 a day. Anyway, so then I said, "Phil, get your car, we're going to Los Angeles to the government labor agency."

SMITH: The Department of Labor, federal wage an hour. FLRB.

THOMPSON: Federal Labor Relations Board. They were in the Federal Building in downtown Los Angeles. He said, "What are we going there for?" I said, "I'm going down there and teach the facts of life to some guys who may get fired." Phil is scared to death. Most guys take union, they fall over dead. So Phil knew me pretty well by this time. "Are you sure you want to do this?" I said, "Yeah." We went down there and I walked in the office of FLRB and I said, "Who is the boss around here?" "Well, he's Mr. So and So." "Tell him to get out here." I didn't say hello, how are you. He said, "I'll call and you can go in his office." I said, "Ok." I walked in his office and here sits this government man behind this desk and a little guy is sitting over there in the chair across the desk from him. The other guy turns out to be the business agent for IBEW, so boy, did I time it right. I said, "Are you the boss?" Are you the guy who is responsible for these letters." Bringing me all the way from Minnesota at tremendous expense, etc., etc., etc., when you don't have jurisdiction.

I said, "Get me your law. Bring me the law on this. Bring me the regulations."

You know, Strat, they looked all over that whole office and they did not have a copy of the regulation, so help me God. They did not have a copy of the law. I did in my briefcase, I had it. I said, I don't know whether I'm going to take this farther than you or not. Meantime, this little guy is trying to interrupt all the time. I didn't know who the hell he was. I said I don't want to talk to you. Don't interrupt. I wouldn't talk to him. I said now let me show you the regulations, Sir. And how you are way out of the ball park and by God, I might go above you, but I should when you don't even have a copy of the regulations in your own office and you're the one who sent me these letters.

SMITH: What was the general tenor of the letter for the record?

THOMPSON: The letter was to the effect that he had certified to the IBEW that we were eligible for signing up membership in the IBEW and we weren't. To make a long story short, this guy was scared to death. Girls were all hiding behind the doors and Phil Franklin was trying hide under his chair. He had never heard anybody talking to a government man like that before in his life. This guy was way off base. The little business agent was trying to say something all the time. Every time he would, I said, "Shut up, you have no part in this." I did not come all the way from Minnesota to here to talk to some union business agent. To make a long story short, this guy apologized up and down and all four walls and the doors in the whole damn building and everything else. Phil and I left. Never heard from them again. Never heard from the union again.

SMITH: How about the 28 guys you fired?

THOMPSON: I went back. I had rehired them that afternoon, the day that I got out there. After I had shown them the facts of life.

SMITH: After your Irish speech.

THOMPSON: So they lost an hour's pay. But we got out of there, and I thought Phil Franklin looked like they had just been saved from death because he had never heard anybody talk to a government agency like that. A government bureaucrat behind a big desk. I learned about unions up in Brainerd. We had five guys and they all signed cards for the IBEW. Some guy up there from Minneapolis talked them into signing cards. Again, they didn't have jurisdiction, but I wanted to teach these guys a real lesson. I said, you're all fired, get the hell out of here. Leave your tools and get out of here. We'll send you your checks. Whatever you got coming. The next morning they show up and they're picketing.

SMITH: You're talking about Brainerd now.

THOMPSON: I'm talking about Brainerd, Minnesota. Very first cable system I ever had. They're picketing. Our office is in a shopping center. They're picketing on private property. Now the sidewalk, public property, is way out here, maybe a hundred yards from the front door of our office. They're picketing right in front of my office. Private property. They're trespassing. I called the chief of police who was a friend of mine. I said, "Chief, I'll be over there to swear out the warrants, but in the meantime, there are five guys obstructing entry to my building. They're trespassing and picketing on private property." He sent a couple of squad cars over to pick them up. Rrrrr, Rrrrr. Here comes two squad cars. God, I laugh at it to this day. That was in 1958, I guess. My God, that's over 30 years ago. Anyway, every damn one of them is arrested. I'll go over there and I'll sign the complaints. Trespassing, creating a public nuisance and a whole bunch of stuff. Now the municipal judge is on my golf team. One of my closest buddies.

SMITH: No undue influence there.

THOMPSON: His name is Bob Alderman. I golfed with him in Minnesota just two weeks ago. I called Bob and I said, "Judge, I just had five guys arrested." "For Christ sake," he said, "What for?" He sympathized. I said, "What I'd like to have you do now, when they come up for arraignment before you, let them get right up to the desk, whatever you call that where the judge sits. Get them right up there and scared to death and then tell them I'll drop the charges." He said, "Ok." So these guys are set. They're arrested and they're all released on their own recognizance. They had to go up there the next day to the municipal judge to be arraigned. Jeez, they are all scared to death. Not only have they lost their jobs, but they were arrested. They got right up there...Judge looking at them, Bob Alderman looking at them...and these are pretty serious charges, creating a public nuisance, "but you guys are lucky, today Mr. Thompson dropped the charges." So they're all free to go. I hired every damn one of them back, because I didn't have any employees other than Ray Zimmerman in the office.

I learned. That was the first time I ever had any union problems. I didn't even know what the hell the unions were. I had to do my homework, and I learned a lot about unions. I learned enough to know that a good offense is the best defense.

SMITH: In anything.

THOMPSON: That's right, but particularly with union. The IBEW in particular, is a rotten union. That's as bad as the Longshoremen. They'll run roughshod over you and they do over about eight out of ten people who don't know the rights that they have. I knew my rights in both cases. Boy did I have fun. I really enjoyed it. That's so much for my...

SMITH: Union busting.

THOMPSON: Union busting.

SMITH: Frank, some time ago you mentioned the fact that your investors were the type that liked to develop a piece of property and get it up to where it's got some asset value and sell it. You indicated that your original group of systems down there were sold when you had about 8500 customers. What was the sales price if you don't mind saying?

THOMPSON: I don't mind saying. In those've got to realize in the early 60's, a million dollars was a hell of a lot of money. And all together we had, including the purchase price and the extensions and tying it all together and everything else, I had spent about $800,000 of our money. That's the 500 we borrowed from the Bank of America, plus 300 as we went along. A lot of income. And with 8500 customers, $800,000 was a pretty good deal considering the growth factor that was going on. Anyway, sold it almost three years to the day. So I took it from 1800 to 8500 in three years and I shouldn't say I, but Phil Franklin worked hard at it, and it was under my responsibility.

Anyway, I sold it for $2,400,000 at the end of four years. So we had a substantial capital gain for that period of time, not having put any cash into it ourselves. That's the way we like to do business. I only own 15 percent of it and I'd like to have owned a lot more of it. I did all the work and my partners had all the money. That worked out fine for me. Ten, fifteen percent of the action each time. Work like hell and everybody was happy.

SMITH: When you sold it, you obviously did not go out of the cable television industry. Did you go back to Brainerd or Rochester? What was the next significant development?

THOMPSON: Well, the next significant development, again, we had bought the Rochester system when it was just completed. They had about 1400 customers. And I went down there and saw that it had a tremendous potential in that city. It was a fine city. It was a city with a lot of money in town. Fifteen hundred doctors, eight hundred or nine hundred graduate electrical engineers at the IBM plant and so forth and so on. I went down and I was successful in buying the Rochester system for $750,000. And I won't go into detail, but I talked them into...actually I didn't talk them, Bill Smith one of my two partners gave me the idea and we talked him into taking a quarter of a million dollars down. It was $725,000. We talked them into taking $225,000 down. The balance over five years with no interest.

SMITH: I think this part is on the earlier tape.

THOMPSON: That part is on it. To make a long story short, we talked a lot about Rochester, but we had it five years, so it's time to sell. And at that time, Ed Allen had sold the Winona system to Jack Kent Cooke. Jack had just acquired maybe a half a dozen systems at the time. Ed was in pretty much the same position I was. The major stockholder was a very, very wealthy man. Again, capital gains is the name of the game. And Ed said, "Hell, Jack is probably interested in Rochester." I said, "Well if he buys that bunch of junk you've been running Allen, over the last few years..." Ed is a good operator, don't misunderstand, and built a damn good system. We were good friends and we kidded each other. I said, "Hell, if you buy that pile of junk you sold, you ought to buy something good like ours." So Ed told Jack Cooke that and Jack called me one day, and said, "Could you come out to Los Angeles and talk about the possibilities of creating a system." We had two systems‑‑Brainerd and Rochester.

I talked to my two partners, Paul and Bill and it was about that time to sell, the fifth year we had it‑‑ 1965. We bought it in '60, that was the fifth year. So they said, "Hell, go talk to the guy." They didn't know him. I didn't know him or anything else. Ed Allen told me a lot about him. He was a Canadian and they made him a citizen by an Act of Congress. He came down to the United States after selling his half of Thompson newspaper and broadcast empires and so forth and so on. He had a lot of money.

I went out to Los Angeles and met with Mr. Cooke and I said, "Well, I talked to my two partners on this thing and they're certainly willing, Mr. Cooke, to listen to you, to consider selling them. He said, "What do you want for them? What is your asking price?" I said, "Well I can't give you a price at this time. I could, but I'm not going to." I said, "I'll have to go back to Minnesota and talk to my partners." He said, "I understand that." How soon can you come back?" I said, "I don't know." They're very busy men, as you are, and I'll call you and let you know. If they're still interested in selling it to you, I'll bring our president out, Paul Schmitt."

Well, a few weeks later, Paul said, "Let's go." I said, "No. I'm just too damn busy to go for another two weeks." So I called Cooke and we said, "We can't possibly make it before such and such a date, about two weeks later." So we went out there and met Jack in his offices in the Beverly Wilshire Hotel. He took us out to his home in Bel Air and we met Jean, his wife, a delightful lady. It was a very good social thing.

During the evening they talked‑‑Paul and Jack got well acquainted. Found out that Paul belonged to El Dorado Country Club down in the desert and Jack wanted a membership down there and hell, you had to inherit them. So Paul said "Hell, I can get you a membership. Paul was a charter member of the club. So was Bill SMITH:, my other partner." To make a long story short, we get down into the nitty gritty of negotiating. In the meantime he had sent a man out... I've forgotten who it was, to look at the systems. Hell, those systems were on a scale of ten, in those early days, for five channel systems, they were tens. Well built, beautiful systems. So we knew what we had. Cooke had done his homework on Rochester. And knew what a town it was. Knew what the economy was and so forth. We had totally invested at that time, just under a million dollars in the Rochester system. We had written off completely the Brainerd system. It was gone as far as on our books.

SMITH: What do you mean it was gone?

THOMPSON: We had depreciated the whole system. Because on neither system had we ever paid a dime of taxes, because of depreciation tax. Cable systems don't pay taxes. You know that till they sell. Anyway, we're in Jack's office and he and Paul are talking price. We're within $225,000 of agreeing. And Jack Cooke said "Well Paul, we'll flip a coin for the 225." Did I tell you that?

SMITH: Yeah, you told me.

THOMPSON: I don't want to repeat this thing, but anyway, we didn't do it and we got the 225 and you asked me sort of what the result of the thing was. My kids were in high school. I didn't want to move. I said, "No, I won't do that, Mr. Cooke, thank you, but no thank you. I've got a nice home. My kids are in high school." I didn't want to move. I said, "Maybe at some later date." But he needed a chief engineer badly. Someone to head up his engineering department. That's when I sent Bill Bresnan out there. That's when Bill's rise started with Jack Cooke, right up to the point after the H&B merger and TelePrompTer merger and so forth. Bill ended up in the catbird seat with TelePrompTer and was very capable. Did a very capable job.

SMITH: We'll see to it that Bill gets a chance to read this, Frank.

THOMPSON: Well, Bill Bresnan is a damn good man, Strat, I'll tell you that. Nobody knows him better than I do.

SMITH: I know he's on the Board of Directors at the Cable Center. Did you know that?

THOMPSON: I don't think so.

SMITH: He is.

THOMPSON: Anyway. And Bill has talent. He's a very sharp guy. Just a damn good all around man. Anyway, I'm very fond of Bill. Bill was about 28 years old when I got him back in '56, '55. So we've been friends for a long time. We weren't just co‑workers. We became good friends and we've stayed good friends. I saw all of his seven kids right from practically the cradle. Bill deserves whatever successes he's had in the cable business. He's a hardworking man.

Anyway, I went back to Rochester and Jack says, "Will you stay on and run the systems in Minnesota and how about supervising?" Meantime he bought Winona and La Cross, Wisconsin. He said "How about supervising Winona and La Cross, Brainerd and Rochester?" I said, "Sure. I don't want to move." Well, I did that. In the meantime I went out and acquired a lot of systems for Jack Cooke. Went out and appraised them. Told them what he should pay for them. What he shouldn't pay for them. He bought a lot of the systems up in Michigan. Bought systems all over. and I had spent a lot of time appraising them and advising Jack on what to buy and what not to buy.

In the meantime, my kids graduated from high school. Cynthia and Fran are in college. Jannat has advanced in her figure skating to the point that we rented her an apartment in Colorado Springs. We took her out there, and Chris was living with Jannat in Colorado Springs. The winters were still just as cold in Minnesota as they had before and Jack got the franchise for El Paso, Texas. Bill Bresnan is running American Cablevision at the time. That's Jack Cooke's company. Prior to H&B merger. That was after the H&B merger.

SMITH: That's H&B American.

THOMPSON: Yeah, now that's another story. I'm going to have to tell you about that when we finish this phase. Chris and Jannat are out in Colorado Springs. I had sold our home in Rochester and I was living in an apartment, and warm weather in El Paso sounded damn good to me. I called Los Angeles and said hey, I don't care what your plans are, I get El Paso. I went to El Paso and there's one employee‑‑no office, no anything. One employee, a guy by the name of Charlie Williams. Boy, there are some great guys in this business. Anyway, we rented space. Hired a contractor. They had to build 850 miles of cable. Dual. So there was about 400. Dual plant.

SMITH: Why dual plant?

THOMPSON: Well, we thought we wanted to go pay. Even in those early days. This was in 1970. I moved to El Paso on December 31, 1970 so I could have a full year with no state income tax which Texas does not have.

SMITH: Was that the first dual system in the country?

THOMPSON: I don't know.

SMITH: That early.

THOMPSON: I don't know. But we built a dual plant. Well, no employees, one chief engineer, Charlie Williams. So we rented a small office on a temporary basis to hire some people. Hired a contractor. We got a contractor out of Seattle to do the building. We had to do all the ordering, get everything ready. Then I said, "We have to get a plant, Charlie." We rented a huge warehouse that had a small office in one front and in one corner of it. We enlarged the office and we ultimately ended up with eighteen people in the office. We had four draftsmen, all that kind of stuff. All together we had about one hundred and some employees, 85 of whom were Mexicans. Of the 85 Mexican boys, probably we had 50 of them who didn't speak much English. Here's a kid from the Midwest down on the Mexican border with a lot of people who can't speak English, trying to build a cable system. It was fun. And we got the job done.

We turned it on in about 15 months. It was a big system; we had four headends. We had a main microwaving receiving site from Los Angeles up on the top of the mountain. We had four separate headends because El Paso is a funny city. A mountain goes right down the center of town. The last mountain in the Rocky Mountains goes right to downtown El Paso, right to the center of town. Divides it right in half. Did you know that?

SMITH: No, I didn't.

THOMPSON: Franklin Mountain. Then the mountains come up on the Mexico side, the Sierra Madres. The last mountain in the Rocky Mountains chain, right down the center of town. The town was spread out so I had four headends with four separate microwave receiving sites in the town. So we got off the top of the mountain where we received the signals and we'd shoot it four ways.

SMITH: You didn't build the four separate systems?

THOMPSON: In a way, they were but they weren't tied together in the beginning. They were later because we were putting closed circuits out from our main headquarters. Twenty four hour a day movies and that sort of thing. That's part of the story. But we got the thing built to a plant. We never used it. To this day, I don't know whether they used half of the plant that's hanging up there. Everything is dual trunk and dual distribution right down to the last amplifier.

SMITH: Who made that decision to build it that way?

THOMPSON: It was made by American Cablevision. Mr. Cooke and people. I don't know. It wasn't me. Let me put it that way, Strat. In any event, we had about 28, 30 trucks, installers and technicians. Four or five draftsmen laying out extensions all over the city. It was a big operation. I'll get my hardware in by the semi‑load and semi‑trailer load. I got my cable by railroad car. Full cars in cable at the time. I was spending money like it was going out of style. But compared to other building overhead costs in the United States at the time, I saved by knowing people in the industry. By knowing on a first name basis a lot of suppliers, I saved us over a million dollars on the construction.

No one pays any attention to those things, but I know what it could have cost if I hadn't had the knowledge of the business‑‑where to go, what to buy and from whom. We'll build a Jerrold system, 12 channel system. I had 10,000 brand new Hamlin converters. None of them worked. Take it back. I had 10,000 on hand when we started to install. Ten thousand converters of another manufacturer. You know him, I know him. We've known him for years and years up in Seattle.

SMITH: I don't know why you shouldn't mention his name, Frank, this is part of the history of the industry and it isn't going to hurt Phil Hamlin at all to have that on the record.

THOMPSON: Phil Hamlin is a damn nice man. I liked Phil Hamlin. What happened...not only did it break his heart, and part of his pocketbook but it broke my heart for having to do it. Anyway, I called Phil and I said, Phil, I'm sorry old friend, but these damn things don't work. I had hooked up about 1800 customers and 1000 of them had disconnected. First 1800 customers you get in a system, and 1000 of them disconnect because of poor service. After the thousands and thousands of dollars I spent on advertising and public relations, etc., etc.

SMITH: It does seem like a crisis.

THOMPSON: He said, "You've got to be out of your mind, Frank." I said, "Get on a damn airplane and come down here to El Paso, Sir, and we'll show you what's wrong with your converters." Phil came down and we just took them out of stock. Put them on the test bench and by God, they didn't work. "Frank, you're right. I'll get back to you as soon as possible. I'm trying to get a plane out of Los Angeles tonight for Tokyo."

SMITH: And why Tokyo?

THOMPSON: Because that's where they were manufactured. So I had them manufactured. In about five, six days later he calls me from Japan and he said, "I'm sending two Japanese engineers." This gets funny. "I'm sending two Japanese engineers from the factory over to El Paso to see if they can do anything with these things." In other words, make them work. Well, these two guys arrive and neither one of them speak English. So help me. They do not speak a word of English other than "hamburger." That's the only damn word in the English language they knew. We didn't know what the hell to do with them. So we showed them the test equipment and all the stuff and put them out there. God, a week went by and two weeks went by and Phil said, "By the way, these guys have to go to New York and be there by such and such a day," He said, "you'll take care of it." I said, "Yeah, we'll take care of it. Don't worry about it, Phil."

Well, in the meantime we taught them some more words in the English language‑‑Charlie Williams and I and Jim Cashin, my office manager. We'd get these two guys into my office at the end of the day to teach them English. What they didn't know, we taught them all the dirty words that the English contains. These guys would say, Oh, son of a bitch, of bleep‑bleep ah so!, and they'd laugh and we'd laugh and it went on and on and on. We taught them about 45 versions of the four letter word, ending in t.

SMITH: I didn't know there were that many, Frank.

THOMPSON: Well, there are owls, canaries, and mules. These guys left El Paso. Well, first of all I had to get them out of town when they finally decided they couldn't make these things work. So I had to send 10,000 of them back. That hurt. In the meantime I ordered 10,000 from Jerrold and they worked.

SMITH: Was that a design defect or was it a manufacturing defect?

THOMPSON: Both. They lost the high band. Immediately. They just couldn't carry a high band. Anyway, I had to get rid of these guys and I knew they had to be in New York and they couldn't tell me where they were supposed to go, and so forth and so on. What the hell. At night we'd take them out and we'd order dinner for them. We'd order the damndest American dinners you ever saw in your life because the only thing they could say was hamburger. I thought, there's a Japanese restaurant over there on the northwest part of town. Maybe one of them over there can speak Japanese. And sure enough, we went over there for dinner, took these guys over there and the lady, the wife of the owner, spoke English and Japanese. I explained the situation that these men had to get on a plane to go to New York. Could you talk to them and find out the details and I'll find out the arrangements for them. So that worked out. I often wondered with their new knowledge of the English language, how they surprised a lot of people when they got to New York.

SMITH: They probably got a graduate course in English up there.

End of Tape 3, Side B

SMITH: Frank, you've got your two Japanese off to New York with the benefit of your English language course. Were there any unusual aspects of the construction and operation of the El Paso system that ought to be part of our record here?

THOMPSON: Well, I don't know if any other system up until that time had been built under the topography problems that we had. We had a mountain going right down the center of town, the resulting solution being four headends. I can point to quite a few things we did down there that were excellent firsts in the cable business. One, in El Paso, 70% of the population was Mexican‑American. Many of them who could not speak English, the majority of whom could not speak English although they were citizens. God knows how many illegals were there. The Anglos had...the middle class and upper middle class Anglo, had Mexican gardeners, Mexican cooks, Mexican help of all kinds. They paid them on Friday night and Friday night they'd cash their checks and go back across the Rio Grande and take the money over to their families in Juarez. Very common thing.

With 70% of the population Spanish speaking and/or English, we had to appeal or promote our product to a bilingual town. So a first, for example, I contracted with Associated Press for their Spanish wire, their Spanish language wire. And they told me up front, right away, hey this is great! We never sold our Spanish language wire to a cable system. They sell their Spanish AP wire to Spanish language newspapers and magazines, but never to a cable system. So there we had the AP news in Spanish on one channel and English on another. You needed both sides.

SMITH: Did you have any kind of picture on the channel with the audio?

THOMPSON: No, not audio. It was the picture, yes. It was the regular AP, graphics, no, it wasn't the old fashioned kind with the typewriter that clicked and made so much damn noise, but...

SMITH: It was the print ‑ the Teleprinter.

THOMPSON: Digital, no it was the digital readout in both languages. We went much farther than that with the Spanish element. We put together the two largest closed circuit studios in the country.

SMITH: Let me go back to this AP thing so that it will be clear on the record. What was appearing on the screen then was a digital printout of the news.

THOMPSON: On one channel it was in English and the exact same news on the other channel in Spanish.

SMITH: Was there accompanying audio?

THOMPSON: We had background music, that's all.

SMITH: You had to be able to read pretty fast, or didn't you?

THOMPSON: No, no, no. When AP put their...after they went to the digital, for some readers, a lower level reader, it was pretty fast. AP gives their readouts to an average reader, so you had to‑‑I think a person with the average sixth grade English ability, reading ability, could follow it. We didn't have any problem on that. It was very well received by the Spanish speaking people in the town. Very well received because there was a Spanish television station in Juarez which was a translator from a station in Mexico City, so we carried that channel too. So we had two channels in Spanish‑‑one off the Mexican network, plus the closed circuit. And we added another one.

This gets to what I was about to tell you about the largest closed circuit operation in the United States at that time. We built two studios, one totally devoted to the English language, one totally devoted to the Spanish language. Each of those studios was larger than any of the three network studios that the local television stations had. I had space. I rented this huge building, God, you could play a football game in it. Anyway, we had our standard closed circuit programming in the English studio, plus we did a lot of our own original programming‑‑the weather channels and so forth. But the other studio, we had similar things and all in the Spanish language. For example, in our English speaking channel, I had a gal who taught Spanish to elementary students who spoke English.

SMITH: This was a local live origination?

THOMPSON: Yes, absolutely. And in the Spanish speaking channel, the other studio, we had this huge engineering room in between, one studio on each side. Over there we had this guy,...

SMITH: By engineering room, do you mean a control room?

THOMPSON: Control room, yeah.

SMITH: For the studios, ok.

THOMPSON: Then in the Spanish speaking studio we taught English to Spanish speaking kids. Little bitty kids. First, second graders. We would go out and get them at the various schools and bring them in. We had the backdrops, PS #1, PS #2, little backdrops, public schools and so forth. It was a fun thing to do. Then we had four camera chains.

SMITH: Two each.

THOMPSON: Two for each studio. Twenty four hours a day. We had movies in English, twenty four hours a day in English and Spanish. I bought every kind of a program that you could imagine in Spanish. Novellas and musicos and movies and everything. Twenty four hours a day.

SMITH: Who did you buy them from?

THOMPSON: An outfit out of Los Angeles. It was the distributor.

SMITH: The movies, where were they made originally?

THOMPSON: It was funny. A lot of them were made in South America. We used to watch them once in a while ourselves. A lot of them were made in Hollywood. And with Spanish dubbed in. It used to be funny to see the Lone Ranger, you know, speaking in Spanish or Hopalong Cassidy here. Whatever.

SMITH: They used other voices.

THOMPSON: Yeah, they dubbed them in. And it was a lot of fun. We had the weather‑‑we had a weather channel with our announcements in Spanish and our announcements in English. We had just about two of everything. We had two of everything in a closed circuit. Separate staff at each one. Separate announcers. Did a lot of things in closed circuit. TelePrompTer owned the system, at the time.

SMITH: Did TelePrompTer own it when you started to build it or did they buy it in the process?

THOMPSON: No, Jack Cooke had finally merged with TelePrompTer. He merged with H&B American first and then with TelePrompTer. Ultimately, after our dear friend, Irving Kahn got in that problem, why Jack...

SMITH: He took his vacation.

THOMPSON: Yeah, took his vacation, I missed him. Anyway, TelePrompTer was numero uno in closed circuit local origination at the time. All over the country. I was the biggest one.

SMITH: Then again, just to complete the thought that you were on a moment ago. Bresnan was president of TelePrompTer by this time, was he?

THOMPSON: Yes. He had been co‑president of H&B American with Chuck Trimble. And knowing Jack Cooke, I knew damn well he wasn't going to remain co‑chairman of H&B American. It was going to be Cooke, and it was the same way when he took over control of TelePrompTer. We knew damn well TelePrompTer would cease to be. And it would be Cooke calling the shots. And they said, spare no expense. I had a TV truck. We did remotes from a TV truck, all the local parades and stock car races, just any damn thing we could take pictures of. I had four portable cameras. Two color and two black and white. We had the whole works, Strat. You'd have thought it was a network station, only it was bigger.

SMITH: This was after Irving's day then.

THOMPSON: After Irving's day. Somewhere in these memoirs in one of these books, just a little aside here, when we hooked up our first subscriber in El Paso, I sent Jack a telegram in Spanish. I wrote it all out in English and I had one of...hell, about half of the people I had working for me spoke Spanish as fluently as they spoke English. People who live in El Paso, right on the border, do. So I wrote this out in English and had this gal translate it into Spanish. It was a long telegram. I don't know how many words, telling him about, congratulating him on owning a system that turned on its first cable subscriber in El Paso, Texas in such and such and went on and on and on. Next, day I get one back, just as long from Cooke and it's in Spanish. Obviously, not only does Jack Cooke have a sense of humor, not a lot of people have seen it, but I have, but he had someone working for him in Los Angeles who could translate the Spanish for him and also translate his message back to me. I got the telegram someplace in all this stuff.

Hell, isn't this a museum. I have a museum in cable right here in these albums. It was quite an experience. I had done some closed circuit in Rochester. Quite a bit as a matter of fact. Nothing like this. I had to hire the talent and we had some good people. I don't know if I've got one of the, somewhere I've got a whole brochure put together on our local origination. It was a first. In many, many ways it was a first. It was first in size. I think the first real attempt at bilingual closed circuit. I know it was. It wasn't just a half assed closed circuit operation. It was big. First year we lost about $225,000 on it. TelePrompTer didn't care. They wanted to make a big statement to the FCC because they had had some bad publicity. And they wanted to make a big statement and they were going to do it through local origination.

I often wondered what happened to all the equipment, because I doubt if they're doing anything down there to speak of now. Not many cable systems on. But we had everything. Four camera teams. Two in English and two in Spanish. Engineers on duty, twenty four hours a day. Twenty four hour a day movies.

SMITH: What was the balance in terms of subscribers, Frank, in terms of the Mexican population compared to the...

THOMPSON: The Anglo, probably was 60‑65% Anglo because of the income differences. Let's see, closer to 60‑40. Forty percent Spanish speaking and/or English speaking. And the other English speaking. But we appealed to both. It's an interesting question. I wish now that I had kept a record of the percentages of English speaking customers as opposed to Spanish speaking, but we didn't. We were too damn busy. When you build a 400 mile system, dual plant and put together that kind of a local origination system and you have 60 or 70 employees, you're pretty busy. I was only down there three and a half years. I didn't have time to do a lot of things that I would have if I had stayed there.

But TelePrompTer got to the point...Jack Cooke became ill and really dropped out of the picture as far as overseeing his cable interests, in other words, TelePrompTer, for over a year there. That's when they got Ray Shafer, the former governor of Pennsylvania as chairman of TelePrompTer. Bill Bresnan was president. A lot of serious mistakes were made. Costly mistakes. But Shafer didn't last long.

SMITH: How long is that?

THOMPSON: He was there maybe about two years. Finally, the efficiency, the cooperation, the lack of common sense for lack of better terminology got to me. For example, I had 45 men working on construction. Forty five men. And I was running out of materials. By the time I sent in a purchase order and it went through the mail to the mail desk to the person who opens the mail and got to distribute it to four or five people who had to approve it...hell, I would have had to fire all 45 of them. Jack Cooke told me and Irving told me before he... "You have carte blanche." They didn't do that to many people, Strat. Irving was in there at the very beginning. They said, "You have carte blanche." Go down there and build that damn thing and build it the way we'd like to have it and don't bother us.

I'd be running out of materials. One time I remember there were 45 men on construction on a Friday afternoon. I had enough materials on hand to keep half of the crew busy to noon on Monday. I picked up the damn phone and called our good friend in Los Angeles who started out in business selling nothing but lashing wire. I bought lashing wire from back in the 50's. He built up a big, big equipment company.

SMITH: Which good friend was this?

THOMPSON: I'm trying to think of his name. We should have done this ten years ago when I still had a good memory. Oh my God, they're at every convention, both he and his son are in the pioneers...George Acker.

SMITH: It wasn't with Anixter.

THOMPSON: Later it was taken over by Anixter. The company was later bought by Anixter. Anyway, I called him at home, Friday night. I said, "I have to have..." and I gave him this list. He said, "That will fill a semi‑trailer." I said, "I know." I said, "I have to have it in my yard before 7:00 on Monday morning. I'm not giving you a purchase order. If you ship it to me, it will be on good faith and the fact that we've known each other for a long time."

By God, about 4:00 in the morning, Monday morning, in rolls this semi‑trailer load of hardware from Los Angeles. It would have been a month before the purchase orders would have gotten through the main office in New York of TelePrompTer. A semi‑trailer load. It was something like $29,000 worth of hardware. Something like that. Maybe $59,000. George Acker, my God, how can I forget him. George and I have been friends for years and years. Then when I ordered it, he was going to get paid for it. I said, "I don't give a damn how long it takes for those purchase orders to get approved in New York, George, but I have to have this by Monday morning." He said, "I'll get it to you." Just like that.

It was weeks before I got the approved purchase orders for the stuff I already had up on the poles. It had been up there for two or three weeks, before I got the approved purchase orders. This way when I needed something I would just call. If I needed another 5000, 10,000 converters, I'd call Philadelphia. I'd say, "Hey, Zemnick." Or Bob Beisswenger, or whomever at the time, and say, "Hey I need 10,000 converters and it will be a month before I even get a purchase order approved." "We'll get them to you."

Sometimes the friends you make with the guys who are out there peddling are more important than the friends you make that are in the industry, owning and operating. That's why I always spent so much time on the floor with the peddlers. Hell, I knew them better than 99 out of 100 cable operators knew most of these guys. They knew when I ordered something from them I'd get paid for it too. It was nice to be able to do that. There wasn't anybody else in the TelePrompTer organization probably who could have done that. George Aker wouldn't have sent somebody $25,00‑$30,000 worth of hardware without even a purchase order to a public corporation. But it worked. We got the thing built in record time.

Finally it got so bad, the home office routine, and it wasn't the fault of the people who were doing the work, it was the people who were arranging the work. The supervisory personnel in the New York office. I won't mention any names, but it got bad. Finally I said, "The hell with this. I don't need this." I got this damn thing that's about 95% finished and I said, "I don't need this." So I quit. I wrote a letter of resignation to Bill Bresnan, still have a copy of it. I thought I'll retire. That didn't last very long and that's when I bought Vail. I didn't do anything for a year and a half. Almost two years. I did do a job for Bill Daniels. I went down to Colorado Springs. Bill was going to buy that system. I was living in Denver with Chris and Jannat, not doing anything. Bill said, "Hey, come work for me."

It's funny how things work. Digressing a moment‑‑do you remember when we had a board meeting in Nassau?

SMITH: Yes, I do.

THOMPSON: Irving Kahn wanted me to come work for him. Hell, I was still with our own group. I said, "Irving, I couldn't work for you. We're too much alike." Remember the Miami convention where Spottswood brought his boat up? Of course you do.

SMITH: Oh yes, I remember that.

THOMPSON: I remember sitting on that boat with Bill Daniels and Bill wanted me to come work for him. I was still with our regular group. I said, "Bill, the two guys I could never work for in this industry because we're too damn much alike‑‑that's you and Irving Kahn." It's funny. I end up working for Irving when he's running TelePrompTer for a few years there. And I ended up working for Bill Daniels for about six months. So never say never.

But Bill Daniels asked me to go to Colorado Springs and see what could be done for that system once he acquired it. I went down there and found a lot of things wrong. That was when Bob Clark was still with Bill. I moved to Colorado Springs. Rented an apartment, moved my stuff down there. And I travelled back and forth. I went from Colorado Springs to Denver on weekends because Chris and Jannat were in Denver. There were a lot of things wrong with the system. As it turned out, and I don't know really what happened, but Bill wasn't able to acquire the Colorado Springs system. Then Bill said, "Look, we're negotiating for the purchase of the Lincoln, Nebraska system. Stay aboard for a while and then go out and get that one in shape." I said, "Ok."

So I stayed around for a few months on the payroll with Bill, but not doing one damn thing except going down to the office a couple times a week and having lunch with the guys. Finally, I wrote a letter of resignation to Bill and said, "Look, I appreciate the opportunity. These things haven't worked out for you the way you had hoped they would." He didn't get the Lincoln system either. I said, "It's foolish for you to go on paying me, all I do is come down, have lunch with you a couple times a week. Please consider this my resignation," which he accepted. I thought it was a fair thing to do. What the hell, he was paying me some 30 thousand dollars a year to do nothing and in those days that was pretty good pay for a manager. I was used to making more than that, but what the hell.

Anyway, that was my tenure with Daniels and Associates. Daniels Properties or whatever the hell it was. I enjoyed it because, first of all, I spent most of my time and communication by phone and whatever with Bob Clark, and you remember Bob Clark very well. Bob was one hell of a guy and funny. I enjoyed Bob. I haven't seen him, of course, since he left Daniels and moved to wherever the hell he is. He may be dead now, I don't know. Do you ever hear anything?

SMITH: I don't know. I lost track of Bob quite some time ago.

THOMPSON: We knew Bob when we headed up the engineering department for Vuemore under Larry Boggs for God's sake.

SMITH: That's where I first met him.

THOMPSON: I couldn't sit around and take Daniels money without doing anything.

SMITH: I think we've got the Vail story on the tape from the previous interview. There are a couple of things that I'd like you to get into, Frank, just to sort of round out the record. I don't want to do that until we've taken care of the strictly cable related activities. Is there anything else that you would like to cover?

THOMPSON: I think we covered pretty much of it. Going from the first cable system in Minnesota in 1955 to Vail, Colorado in 1981. It's a long time to be in operation. That's all I ever wanted to be, in operations. I could have been in home offices a good many times. That wasn't where the action was. That's where all the foul ups took place, but I had to be in operations. Operations were different problems on the hour, every hour, every day. I went into systems where other people...where angels feared to tread. Vail, Colorado. Heck, nobody wanted Vail, Colorado or Palm Desert, California‑‑there was nothing there but open wire and Gila monsters‑‑or Rochester, Minnesota, a five channel town. In 1960 people weren't going into five channel towns‑‑where they had five channels. Maybe it was, I don't know whether it was just stupidity on my part and lucking out, or whether it was damn the torpedoes, full speed ahead.

I don't know what it was. I enjoyed those challenges. And most guys in the cable business, except later when we got into the MSO's and things, most guys had a cable system in one town. They lived there. Had lived there, still lived there. I moved all over and disrupted my family. Disrupted our family life. It was a big country in those early days and you could go damn near any place you wanted to go. I went in places where other people didn't want to go. They didn't think it was worthwhile. Depends on your point of view, I guess. They all turned out to be, if I have to say so myself, reasonable and some of them, very successful cable systems.

SMITH: In our earlier interview, Frank, we talked at considerable length, I think, about some of your activities as a member of the Board of Directors at the NCTA as an officer. I just recently had the occasion to learn of a couple of incidents involving politicians that appeared to date from the days when you were very active with the NCTA. I think it would be fun if you would like to tell us about your experience with the then vice president of the United States, Lyndon Johnson.

THOMPSON: You're talking about Vice President Lyndon Johnson. I could not stand the man. I knew too much about him. I could use a lot of words, but they wouldn't be adjectives, they would be invectives.

SMITH: And with that, tell us about the experience.

THOMPSON: Well, ok. I think I was vice chairman of the NCTA at the time. Quite sure I was. I think it was the year that Fred Stevenson was chairman. Fred, you will recall, was quite ill during his whole term of chairman. Fred called upon me and said, "Hey, you got to do all of these things." I made speeches from one end of the country to the other for Fred and got so I wrote them all myself, and I didn't even tell him what he was going to say. In any event, we were in Washington one time. The NCTA, in its infinite wisdom...there's a little sarcasm there but not too much...was going to hold a reception for Vice President Lyndon Johnson, who had gotten a television station via politics and taxes. And had gotten 50 percent of a cable television system in Austin, Texas, a big one, by outright blackmail. Of course, he blackmailed Midwest Video so he didn't feel too damn bad about that.

But anyway, the reception is being held and the chairman of the reception is Holland Rannells, God bless the man. And Anita from Cumberland, Maryland. Two of the nicest, most wonderful warm people anybody ever knew in their lives. Even if Holland did take a sip of cider, occasionally, like every 20 seconds all day long. I hope his kid doesn't read that. Anyway, he would know it better than anybody. Holland and Anita were to be in this receiving line for this reception for Johnson and Lady Bird and with the chairman and his wife. Fred's back at home in Fayetteville, Arkansas, sick as hell, so the job fell to me. I said, "I will not. I will stand in the receiving line, but I will not shake hands with him." I said, "I will not shake hands with him under any circumstances." Holland and Anita were thrilled and carried away with the idea of being first in line with the vice president of the United States. They were good old folks from Cumberland, Maryland. What the hell, they didn't spend a lot of time studying the history of Lyndon Johnson.

So we're standing there, the four of us, and I said, "Chris, when he comes through that door, we're taking a step or two backwards and fold your arms. We're not going to say hello to him. Let alone shake his hand." And we did. He comes through the door ‑ Mr. Vice President of the United States and so forth and so on, and we took two steps back and I wouldn't shake hands with him. And somebody took the picture I showed you a little while ago.

SMITH: And you, in fact, have a photograph showing you standing back out of the reception line.

THOMPSON: I don't know who took that picture. It's an 8 x 10 black and white glossy and it must have been someone from the NCTA who took the picture and sent it to me. Chris and I are standing there with our arms folded while the vice president is being greeted by Holland Rannells and Anita. There were things like that. I couldn't stand some of those people in Congress and Senate. I remember, did we put on tape about Hubert Humphrey and Eugene McCarthy?

SMITH: I don't think so, Frank. If this duplicates, we can edit one of them out.

THOMPSON: Of course, I lived in Minnesota and I knew everything there was to know about these two rotters. And particularly, Humphrey, and McCarthy. We had this big important bill. I've forgotten what it was. It wasn't 2653. Something else. It was anti‑cable. I was in Washington, lobbying with a bunch of people and I had been in Humphrey's office and McCarthy's office for a couple of days, during which time they assured me that they were against this bill. "Why, Frank, that's a terrible bill. Gene and I have talked it over. That's an awful bill. Don't worry about us. We're against that bill." Knowing politicians, on the day that the bill was to come up on the floor of the Senate, I went into the Senate anteroom, sent in my card to old Hubey. Out he comes. "Well, Frank, that's a terrible bill. Gene and I have talked it over again, we can assure we are both against that bill." "Well thank you, Senator. Thank you very much." McCarthy comes out and gives me the same deal. "That's a terrible rule for the cable business. You people are doing a good job in Minnesota and by God, that's a bad bill and we're not going to go for it."

So, smug and satisfied, I went up and sat in the balcony and about ten minutes later I watched both of them vote for it. Ten minutes after they had shaken my hand and assured me they were against that bill. So I didn't go to McCarthy's office the next day, but I went over to Humphrey's office the next morning before I headed back to Minnesota. I knew his AA, quite well. I went in and said, "Is the Senator busy?" "Go right in." It was early in the morning. 9:00 or so. I walked in and I said, "Senator, I'm on my way back to the first district in Minnesota today and I thought I'd stop by and say thank you for your serious consideration of that bill yesterday and to assure you that if there's anything I can do for you in the first district of Minnesota, come the next election, don't hesitate to call on me." He stood up, shook my hand, "Well, that's nice of you, Frank." I wouldn't have voted for him or electioneered for him for dog catcher. You knew a lot of them better than I did.

I never knew one I could trust. I'll take it back. There was a congressman from the second district of Minnesota by the name of Anchor Nelson and we could trust him. He always voted the way he said he was going to vote. He was the only one out of the whole bunch. Not only for Minnesota, but as you remember in those days, we'd go in there maybe 25 or 50 of us from all over the country and lobby not only for our own congressman but other states and neighboring states and so forth. There were a lot of things that happened in Washington.

SMITH: Frank, I think the bill that was involved at the time was S.2653.

THOMPSON: Was it 2653?

SMITH: Yes, at that period of the cable history that was the only bill that ever got to the floor of the Senate.

THOMPSON: I know we worked our butts off lobbying for it and then we went into that before about how I kept Charlie Clements and some of them, from throwing Milt Shapp over the balcony.

SMITH: Yes, we did discuss it, but that was the one.

THOMPSON: He stood up, Humphrey stood up, and looked me in the eye, didn't bat an eye. Thanked me for coming in and so forth and so on. Just like he hadn't been a liar the day before. I went into Humphrey's office the next day and offered my services and help the next election. I was lying like hell because I was going to vote against him and work against him which, of course, I did.

SMITH: You told me a story today at lunch relating to one of your daughter's desire to get an autograph.

THOMPSON: Jannat was the skater and she was skating in the Midwest Championships which in that year were held in Minneapolis; it was a rink on Wayzata Boulevard. We were staying at a hotel right near the rink. This one night Chris and I, Jannat, her coach and the coach's daughter were having dinner in the dining room, and in walks old Hubey and Muriel. They sit down at a table right next to us. Of course, I won't even look at him. I won't even speak to him for fear somebody might think I know him. And Jannat, she was maybe 13 or 14; the other little girl was probably 10 or 12. They had never seen a real live vice president of the United States before. They wanted to get up and go four or five feet and get the autograph of the vice president of the United States and I absolutely, adamantly would not allow them to get out of their seats. By God, if I won't shake hands with him, you're not going to shake hands.

SMITH: Well, with that Frank, we're at the end of the tape again. Is there anything further that you think we ought to get into this oral history?

THOMPSON: I can't think of anything off hand, Strat. We could go on for 15 more tapes, reminiscing about all the things that happened. A lot of funny little anecdotes. Like Arthur Baum‑‑Vikoa.

SMITH: I think we talked about them all.

THOMPSON: I said like them. Time after time. Many of the good times and good fun we had with Bob L'Heureux. The time for example, that Fred Stevenson called the big guy from Montana, "Sheep Herder."

SMITH: Paul McAdam.

THOMPSON: And that ended in the world championship heavyweight fight. You could go on like that for hours. In those early days it was totally different industry than it is now. I don't remember, when I started, I don't think there were any public corporations in the business. Can you think of any?

SMITH: At the time you started, I don't think so. I'm almost certain they're not.

THOMPSON: An MSO, we didn't even use the words. Some of the guys owned two systems, maybe sometimes even three little towns in that area.

SMITH: They were group operators.

THOMPSON: We were all independents. We all paid all of our own expenses. Of course, it was a different world.

End of Tape 4, Side A

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