25 February 1965

MEMORANDUM FOR RECORD

SUBJECT: Itek Discussions with Dr. McMillan and Mr. Land

Walt Levison called me at my home last night at about 2000 hrs

to advise me that he had met with Dr. McMillan and Mr. Land in the

Polaroid factor late in the noon to announce the Itek corporate

decis said he had eta

lior that and Corporation secs

ontract.

Both Dr. McMillan and Mr. Land were "slimed" by this announcement. Dr. McMillan reminded Walt immediately of his own technical

preference for the EK proposal. Walt replied that he was aware of this

preference, that Dr. McMillan had advised him of this reaction previously, and that the Itek decision was made with the full knowledge that

it would cut the Corporation out of additional satellite camera develop-

:no:A within the near-term future. He stated that Itek felt it could not

:ve under the "domination of the CIA. " He also referred to the

CIA as fostering an "immoral environment" which was becoming increasingly unacceptable to Itek. Walt stated that Mr. Land's response,

after a long silence, was "what will I tell my Committee?"

I congratulated Walt on a brave and honorable action and asked

him to pass my comment to the Corporation president, Mr. Lindsay.

For further events surrounding this situation one should consult

a memorandum for record prepared by Lt Colonel Howard, who was at

the scene of the meeting during this period.

. WORTHMAN

. Colonel, USAF

Handle Maley

1111111111,
24 February 1965

MEMORANDUM FOR RECORD

SUBJECT: Telephone Conversations with Representatives of the

Itek Corporation

This afternoon, in the absence of General Stewart, I was seated

in his office speaking to General Rleymaier when a telephone call

came for me from Mr. Walt Levison, Itek Corporation. He asked me

first if I would agree to keep silent on the information he was about to

relate until such time as he would release me from the agreement. I

told Walt that this was a difficult agreement to make "in the blind;"

I needed some idea as to the content of what he was going to say and

the probable duration of the secrecy to be imposed upon me. Furthermore, I could not agree to silence in any area which might adversely

affect the organization of which I am a member. He assured me that

the need for silence would not extend beyond several hours or perhaps

a day and that it could not possibly harm the WY NRO. He also advised

me that Mr. John Wolfe was monitoring the telephone call. With these

assurances, I agreed to preserve the Itek secret.

Walt then made the following remarkable announcement "For a

multitude of reasons Itek has c orporate decision that it

cannot accept the' n if it is offered. " He

emphasized that n; he also stated that

there were no conditions which would change this attitude. At this point,

Dick Philbrick spoke, confirming what Walt had told me.

It was an emotional moment; Levison's voice was shaking throughc. :he conversation. I told him that it was the most dramatic statement

t..: I had ever heard and intellectually "shocking" from an industrial

organization. I reassured him that I would not divulge any part of this

information without his specific permission, but I was very much

interested in what Itek proposed to do next, now that the decision had

been made. Walt stated that the main reason for calling me was to

request advice as to the proper scenario for handling

stated that the first thing Itek had to do was to advis

sponsor - Mr. McCone - of the decision. He said

(President of Itek) was trying to get through to Mr. McCoue by telephone

TOP SECRET
to do just that. I urged him to move very quickly; specifically, I

pointed out the danger of waiting several hours or perhaps a day until

one could locate or gain access to Mr. McCone. If Mr. McCone were

not immediately available it seemed to me Itek should convey its

message to General Carter or to whoever was in charge of the Agency

at the moment. I pointed out that the Land CoMmittee was in executive

session and that it would be most embarrassing to all participants if .

the Committee were to make a decision and then receive the Itek

blockbuster. Levison and Philbrick agreed on the need for quick

action. They informed me that they did not know where the Land Committee was meeting and asked if they could rely on me to arrange an

assured audience with Dr. McMillan or Mr. Land on short notice. I •

agreed to do this.

About twenty minutes later Walt called again to say that Mr Lindsey

was unable to reach Mr. McCone but had passed the corporate decision

to Mr. Bross. Would I now arrange for a meeting with Mr. Land and

Dr. McMillan? I promised to have them in telephone conversation with

Dr. McMillan within five minutes.

I located Dr. McMillan at the Polaroid plant, called him to the

telephone, and, without divulging the nature of the Itek announcement,

urged him to call Walt Levison immediately at Volunteer 2-0419. He

did so and seven minutes after Walt's second telephone conversation

with me Walt had completed a conversation with Dr. McMillan and was

on his way to a meeting at Polaroid.

I consider myself restricted by my agreement with Walt and have

not divulged any of the information he has given me as of the close of

business today.

PAU19%.• WORTHMAN

Colonel, USAF

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WNW

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