On April 30, 1979, a group of upstart Knoxville entrepreneurs shocked the New York publishing world by announcing that they had acquired Esquire.

But the bigger surprise was still to come.

Founded in 1933, Esquire was one of the country's most famous magazines. Its legacy included writers such as Ernest Hemingway, Norman Mailer and Gay Talese, whose 1966 story "Frank Sinatra Has A Cold" helped usher in the era of New Journalism.

The 13-30 Corp., on the other hand, was founded in 1969 by four University of Tennessee graduates, and had built its reputation with a crop of decidedly less glamorous magazines targeted at students.

Spearheaded by Chris Whittle and Phillip Moffitt, the deal was a May-December marriage that crossed all the boundaries of caste and culture. But that wasn't the biggest challenge. Esquire was bleeding money, and the youthful team at 13-30 would have to race the calendar in order to save it.

Incredibly, they did. The Tennesseans restored Esquire to profitability and rejuvenated its journalistic luster, an exhilarating and exhausting turnaround mission that was over within a decade.

Thirty-five years after they announced the acquisition, the News Sentinel talked to the people involved to get the story in their own words.

While it involved a Knoxville company buying a New York magazine, the Esquire deal also had strong ties to Europe. The Bonnier Magazine Group, a Swedish company headed by Lukas Bonnier, owned half of 13-30.

London-based Associated Newspapers -- led by Vere Harmsworth, who was also known as Lord Rothermere -- had purchased Esquire in 1977, in partnership with famed editor Clay Felker.

Chris Whittle was the 31-year-old chairman of 13-30 Corp. He became the chairman and publisher of Esquire. "(T)hey (Associated Newspapers) basically were in partnership with Clay Felker who was one of the great players in kind of the New Journalism of that time. And they were having difficulty with it."

Phillip Moffitt was the 32-year-old president and editor of 13-30. He became the president and editor-in-chief of Esquire. "Vere and I had this very amusing meeting for like an hour and a half. And he was going, 'Now why would you succeed when Clay has not succeeded?' Because they had put in $20 million by this point, back when $20 million was a lot more than $20 million is today. And it had not gone anywhere, it was literally dying."

Wilma Jordan was chief operating officer of 13-30. She became the treasurer of Esquire, and eventually the general manager. "(Felker) had done some really dumb things. He had taken the frequency from 12 times to 24 times (a year), so he'd kind of doubled the loss as far as manufacturing, paper, printing and postage costs were concerned."

Phillip Moffitt: "(Lukas Bonnier) looked at me and he said, 'Phillip. This magazine is already dead. You don't understand what you are trying to do. It's already dead.' And I was just looking at him going, 'Oh, no, it can't be, because it's Esquire.'"

Chris Whittle: "It was a big step for us to take, and I think Lukas may have understood even better than we did that it was going to be a difficult period."

Phillip Moffitt: "And I said, 'Well, are you saying that you don't want us to do this?' And he said, 'Phillip, how can I say no to you when you've already given your heart?' "

Chris Whittle: "Lord Rothermere kept a home on one of the islands there in the Seine."

Phillip Moffitt: "And so we shook hands and raised champagne glasses as the bells were ringing on Notre Dame."

On April 30, 1979, 13-30 Corp. announced its purchase of a controlling interest in Esquire, at news conferences in Knoxville and New York.

Pamela McCarthy was an editor at Esquire. She is now deputy editor of The New Yorker, and participated in this story via email. "An editor and writer named Jerry Goodman, who wrote a column on money under the name Adam Smith, came back from lunch one day and said he'd heard that two guys from Tennessee were buying the magazine. They weren't among the usual suspects in New York publishing, so the idea seemed fantastical. He added that they were likely on their way north in a pickup truck with a gun rack, (then he) shrugged his shoulders, and went back to work."

Richard Stolley was the managing editor of People magazine. "I think we were all aware of that magazine company they had down there, but it was the idea that two young men from Tennessee would take over this Manhattan monument, as I say it really stunned the magazine industry."

Betsy Carter, who later became senior editor at Esquire, was the media reporter at Newsweek and covered a news conference where the magazine's sale was announced. "It was highly unusual. (Whittle and Moffitt) both came out, they both had kind of long hair and they were very bouncy and smart."

Phillip Moffitt: "What I said to them was that this is a great institution and I don't consider myself an owner. I consider myself a curator here of this great institution, a kind of caretaker. And that's what I'm doing is I'm refurbishing the institution to the greatness that it deserved. And I thought people would really go for that, you know. Because it was my truth."

Betsy Carter: "You have to remember, it was before New Age, anybody knew what New Age was or all that kind of thinking was. And I think that they spoke some of that language, and I think that's what the New York press kind of reacted against."

Phillip Moffitt: "So I was being genuine. But it did not fly so well. The basic response was, 'Who is this guy? Who are these guys? What do these people think they're doing?' "

Betsy Carter: "I remember they talked very fast and they had their Southern accents. It was bracing because it was so different."

Pamela McCarthy: "The meeting I remember more clearly was one a day or two before, at Phillip's apartment at One Sutton Place. The senior staff met with him in a small den that looked out to the Queensboro Bridge. Chris took us through the business plan, and Phillip described his editorial vision, which included a games column. It was a gray, drizzly day, and I remember thinking that life as we knew it was about to change completely. But they were our lifeboat and we got on board."

Chris Whittle: "We were being interviewed by The New York Times (after the news conference), and the reporter said, 'So you guys must feel, you know, really good about this.' And I said jokingly, and self-deprecatingly, I said, 'Oh yes, we think we're the fastest drawls in the South.' "

The New York Times, May 6, 1979: "Out of Knoxville, Tenn., they came: two little-known publishers who call themselves 'the fastest draws in the South.' "

Chris Whittle: "And they had not picked up the 'drawl.' It was completely the reverse of what I was trying to achieve."

The new owners faced a steep challenge: stop the magazine's financial bleeding, while at the same time restoring its journalistic luster. Whittle took on the task of boosting ad sales, Moffitt tackled the editorial vision and Wilma Jordan began overhauling the business operations.

Wilma Jordan: "The culture on the business side (at Esquire), and I think most of these people now would be deceased, so I can say this, was just dinosauric."

Chris Whittle: "I remember that a busy day for a lot of the (existing) advertising team was kind of one meeting and that meeting was typically a lunch. And we went, 'Well, really a busy day ought to be five or six meetings with different clients.' "

Wilma Jordan: " I think all the money we had expected to lose in three years we lost our first year of operations."

Chris Whittle: "Or even faster."

Phillip Moffitt: "I don't think we made it quite to the year."

Wilma Jordan: "We had 120 employees and I got the good fun of, you know, retiring 60 of them."

Kit Taylor became the production manager at Esquire, and was later vice president of manufacturing and distribution. She is now the chief operating officer of New York Media LLC, which publishes New York Magazine. "Wilma was very demanding. She didn't take prisoners. The one thing I learned from her was that she, whenever she gave you an assignment, she gave you a deadline, you know, as to when she expected that assignment to be complete."

Nick Glover was vice president of marketing at R.J. Reynolds. He later became president and CEO of 13-30. "Chris just has a very disarming air about him, and he's very charming. Very nonthreatening. And he's one of those people that -- which I think is true of all great salesmen -- that you just want him to have whatever it is he wants to have."

Phillip Moffitt: "The way we got it turned around was starting with writers, which was always the plan. Because the writers brought the readers and the readers brought the advertisers."

Richard Reeves was the national editor of Esquire. He left the magazine a year after the sale. "Like many of us at that time, I had no sense that (Moffitt) knew what he was doing. Or maybe I thought that he saw New York as a big Knoxville, or the whole country as a big Knoxville."

Gay Talese was an acclaimed writer whose portfolio included profiles of Frank Sinatra and Joe DiMaggio. "Out of nowhere comes the news that Esquire's been acquired by two guys from Tennessee. And I had never heard of either of them. But one of them reached out to me because he'd read a lot of my stuff, and that was Phillip Moffitt."

Phillip Moffitt: "Gay came to my office, and he said, 'I just want to check you out.' It was really fun for me."

Gay Talese: "Many editors have a relationship with their magazine, and then extend that relationship to how useful people are toward the magazine. It's particularly true of writers. They favor writers whose relationship with the magazine enhances the editor, and enhances the magazine. That's not surprising. But what was peculiarly fascinating about Phillip Moffitt, he had a relationship with people (that) had nothing to do with the magazine, had nothing to do with business, nothing to do with his own self-aggrandizement or his own enhancement financially."

Richard Reeves: "Moffitt called me up and wanted to know whether I was going to do, or wanted to do a column, something about Howard Baker for president. And I liked Howard Baker, and frankly I thought well of him then, (and) think well of him now. So that I had no editorial objection to that idea. But I also thought, 'This is the beginning of the end.' You know, the next time I get a call it's going to be about something I don't want to do. I would get those kind of calls (from Felker), but Clay and I were old friends and I had, you know, total ability to tell him to go f--- himself."

Gay Talese: "(Moffitt) was a very uncommon man in being very personable, very courteous and very caring."

Pam McCarthy: "The first thing you saw when you met Phillip was a ton of curly hair, and a ton of confidence. He was absolutely sure he knew what to do with this big national title. He wasn't at all cowed by his lack of experience. But he let the editors know that he wanted to hear what they had to say, and he did listen."

The comeback was slow to materialize. Within eight months of the acquisition, the owners struck a deal to bring in new capital, with Associated Newspapers taking a 42.5 percent stake in 13-30 Group, buying out the Bonnier group.

According to a story in Manhattan Inc., Esquire still lost $3 million in 1981, and a News-Sentinel story that year said the circulation was 650,000 -- the same as when 13-30 bought it.

In 1981, Alan Greenberg, of 13-30, came to New York as Esquire's vice president of marketing and advertising, a move that eventually allowed Whittle to focus more attention on 13-30. Greenberg became publisher in 1983.

Phillip Moffitt: "Once we had taken responsibility, you know, we were going to go down with the ship if we failed. We weren't going to quit because of anything, we were just going to keep going."

Alan Greenberg: "I think a year went by and there was not much progress being made on the advertising sales side, that we had not really cracked the code. Chris and Phillip approached me at that particular time and said, 'We think you ought to take the helm of the revenue side of Esquire, would you consider moving from Knoxville to New York to do that?' "

Dan O'Shea was a senior accountant at Esquire who eventually became vice president of finance. "Chris was very involved at the beginning, but I think he moved, gravitated more back to 13-30."

Wilma Jordan: "We were in trench warfare from '79 to '82. And then (in) '82 I had a controller that worked for me and he came in and we ran one more model and said, 'Hey, you know, if these trends continue, by the end of '82 we're going to be profitable.'"

Chris Whittle: "I think Phillip did a really great job of focusing the editorial approach of the magazine, and the repositioning of it to men in their late 20s, 30s, gave it a focus that I think the advertising community liked. And then secondly I think Alan's organization of the advertising function at the magazine was a huge part of it."

Phillip Moffitt: "Although Chris was back in Knoxville primarily selling the large single advertiser magazines we published, if we had not had the profits from those programs we would not have made it."

Dan O'Shea: "I think the magazine found a voice."

Pamela McCarthy: "Clay (Felker)'s magazine was almost entirely outward-looking, covering the hurly-burly of the world at large rather than upheaval in the psyche and soul. Under Phillip, the magazine offered up all sorts of essays and reported pieces that examined men's interior lives, and their place in the world. The change in editorial philosophy grew out of Phillip's own New Age-y interests, but it was also directly related to his and Chris' business plan."

Phillip Moffitt: "I would say the turnaround cover, I can't remember what year it was now. It was a woman on the cover and she had a pair of roller skates draped over her shoulder."

Esquire Cover, February 1980: "I have a good job and a condo on the beach. I run four miles a day and play tennis twice a week. I'm in perfect health, and my roller skates cost $100. I guess you could say I'm unhappy."

Phillip Moffitt: "There was a kind of buzz on the two coasts about that article. That issue."

From "Rolling Into The Eighties," the Sara Davidson cover story about living in the California beachfront community of Venice: "Venice is odd, unique, and yet I see among the crowds on the boardwalk an exaggeration of common symptoms: the worship of wealth; the insatiable partying; the loss of commitment and ideals; the cult of the body; the wandering of children in a sexual wilderness."

Phillip Moffitt: "That buzz gave me the confidence: Ah, yes. We are right."

Alan Greenberg: "I think that (Baby Boom) generation was not only the biggest new generation of its time in terms of demographics, but it was also the generation that was leading -- starting to lead -- the decision-making at advertising agencies and the like. And we just caught fire, you know, in terms of the audience and what we stood for."

Chris Whittle: "I don't think it was overnight, but within the first year the revenues of the magazine began to rebuild nicely. And then over the five-year period they just exploded."

By 1983, the magazine had turned the corner. To mark Esquire's 50th Anniversary, the staff published two special issues and held a gala party at Lincoln Center.

Alan Greenberg: "I can remember a group of us -- Chris, Phillip, Lee Eisenberg and myself -- sitting around over a weekend in Phillip's cabin in Log Haven, specifically to brainstorm ideas about what to do for our 50th anniversary. And the idea we came up with were two issues. One was called the '50 Who made the Difference.' "

Betsy Carter: "The ideas were terrific and the choice of people was completely eclectic and surprising. It was astonishing to work on it because you just knew as it was coming together that this was something unlike anything you've ever seen."

Phillip Moffitt: "I had the writers and the people who had been part of the '50 Who Made A Difference' we had this dinner at the Four Seasons. And then we took them all over to Lincoln Center."

Betsy Carter: "And what I remember most vividly, aside from what I wore, is that Muhammad Ali was there and he'd come up behind you and he did this thing with his thumb, his forefinger, and his middle finger. And he'd rub it behind your ear and make a cricket sound."

The paths of Moffitt and Whittle were already beginning to diverge, though, and in 1986 the company announced a "major restructuring." Moffitt became the controlling shareholder of Esquire Magazine Group, while 13-30 Corp. was converted to a new company: Whittle Communications. Whittle's name stayed on the Esquire masthead as chairman.

Alan Greenberg: "My general sense is that it really came down to each one (Whittle and Moffitt) wanting to run and control their own organization and their business life."

Chris Whittle: "There came a point where I think both of us wanted to kind of have our own thing, and the good news was we had a way to actually do that. Meaning we had a large enough situation that had enough parts that we could organize that in a way that I think worked for both of us."

Phillip Moffitt, asked about the changes in his relationship with Whittle: "I'm not going to talk about that."

Betsy Carter: "I don't really even know why they drifted apart. Do you?"

At the end of 1986, Esquire was sold to New York publishing firm Hearst Corp.

Phillip Moffitt: "There was one night, I was sitting editing manuscripts and I got this feeling in my body like some big insight's going to come. And I had this feeling like I did not want to know what this insight was. But it came anyway. And it was like, 'Uh-oh, this isn't really for you.' It was before the world in any way had realized the magazine was going to be successful."

Betsy Carter: "He never didn't work. I think he never was not working I remember thinking, 'This man is exhausted, he can't keep doing this.' "

Phillip Moffitt: "And so finally I realized that I either had to really live out my values, or not. I needed to either say, 'OK, Phillip, this is really what you're about and make a change in your life,' or say, 'No, you're not doing that and go ahead and build up a big business one way or the other.' And when I saw that as a clear choice I immediately realized, 'No, I want to have when I still have a lot of energy, I want to see what this other life that I considered at 30 would be like.'"

Gay Talese: "The capacity to change that way is simply another point of how remarkable I think he is. To come to New York and make an impression and have a successful magazine for a while and deal with successful people, to publish a magazine that writes about success -- movie star success, business success, sports success, good-looking-women success, all that stuff that plows into a magazine -- and then to walk away from it when you're kind of a young editor, a young publisher, in a town where head waiters know who you are, you get invited to all the better events, the better parties, access to the power brokers, and to walk away because he simply did not think that was worth his concentration any longer."

Phillip Moffitt: "So I was 40 years old and I was at the National Magazine Publishers meeting where I was on the board. And I excused myself from a luncheon and went upstairs and called who was then the leading dealmaker, a fellow named Bruce Wasserstein, who I knew. And I called Bruce and said, 'Bruce, I've decided that I want to sell Esquire.' "

Wilma Jordan: "We started on (the sale) in September, got it sold by the end of December."

Dan O'Shea: "There were many people who tried to turn around ailing properties and went about it in cost-cutting ways, and trying to scalpel out everything. And I can't really point to, really, any (others) that I can think of that took an ailing property and made it better."

Alan Greenberg: "If you asked 100 people in the media industry including advertising agencies (and) other media companies, can this group from Knoxville take this historically important, prestigious magazine that's fallen on hard times and turn it around, almost 100 percent would have said no way. That was part of the magic of the period, is that we worked hard enough and we were smart enough to do it."

Wilma Jordan: "You know there's something to be said, not a lot maybe but something to be said, for being young and naive. And we always believed we could do it."

Dan O'Shea: "It was fun. It was a lot of fun."

WHERE ARE THEY NOW?

Chris Whittle

The former publisher of Esquire went on to lead Knoxville-based Whittle Communications, which built the massive neo-Georgian corporate headquarters on Main Street that is now home to the federal courthouse complex.

Whittle Communications collapsed in the mid-1990s, and Whittle subsequently focused on education initiatives including the Edison Project, a for-profit school management effort launched in 1991.

Whittle -- a native of Etowah -- is now chairman and co-founder of Avenues: The World School, an elite private school that plans to build campuses in 20 or more cities including Beijing, Mumbai, Buenos Aires, Johannesburg, Tokyo, London and Paris.

The first Avenues campus, which opened in 2012, is located in a renovated former grocery warehouse in Manhattan's Chelsea neighborhood. Tuition will be $43,400 for the 2014-15 school year.

Phillip Moffitt

After leaving Esquire, Moffitt -- a former student body president at the University of Tennessee -- focused on writing and various spiritual practices, including Theravada Buddhism.

In 1991, he founded the Life Balance Institute, a California nonprofit dedicated to "helping individuals and executives find more balance, freedom and meaning in their lives."

He is also a member of the Teachers Council at the California-based Spirit Rock Meditation Center and leads meditation retreats.

His books include "Dancing With Life: Buddhist insights for finding meaning and joy in the face of suffering."

Wilma Jordan

Jordan, a graduate of Halls High School and the University of Tennessee, played a key role in shaping business deals at Esquire, including the sale of the magazine to Hearst Corp., and quickly moved into the investment banking sector.

In 1987, she co-founded the Jordan, Edmiston Group, a New York-based investment banking firm that focuses on the media industry.

From 2006 to 2013, Jordan, Edmiston has been the top-ranked adviser for merger-and-acquisition deals in the media, marketing and Internet space, according to Bloomberg. The firm has completed more than 500 M&A deals since its founding.

Alan Greenberg

After Chris Whittle and Phillip Moffitt parted ways in 1986, Greenberg -- a University of Tennessee graduate and Nashville native -- joined Whittle Communications, where he became vice chairman.

Greenberg later founded a media firm called Greenberg News Networks, which was bought by WebMD, and an interactive travel distribution firm called Travel Holdings.

Greenberg is a co-founder of Avenues: The World School and is its president for the Americas, Europe, the Middle East and Africa.

Read the Sara Davidson story that, according to Phillip Moffitt, helped create a buzz for Esquire magazine in the 1980s.

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