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    Fifty years ago, Majestic Prince came barreling down the Churchill Downs stretch to defeat Arts and Letters in a dramatic finish of the 1969 Kentucky Derby. The race, staged under brilliant blue skies before a record crowd of 106,333, was the first time Derby attendance topped 100,000. Majestic Prince’s victory also marked a turning point in Thoroughbred racing, precisely because he was the horse that won that Derby.

    Until that time, most of the Kentucky Derbies had been dominated by blue-blooded horses produced on a handful of famous horse farms owned by the patriarchs of American racing. Names like Calumet, Greentree, Belair and King Ranch — those were the familiar grassy kingdoms in the 1930s and ’40s that produced such stars as Gallant Fox, War Admiral and Citation, Triple Crown winners bred and raced by their owners that then returned to their owners’ farms to produce the next generation of racing royalty.

    But there was another way, a modern way, in which commercial breeding farms produced young horses for sale at auction, where anyone who had the money could buy a horse that (theoretically, at least) might win the Kentucky Derby. Unlike the famous family farms, commercial horse farms were in the business of breeding to sell, consigning their best and brightest youngsters to “yearling” sales of one-year-old horses. Untrained prospects, with unknown futures. Still growing, with their racing careers to begin the next year at age two. At three, the cream of the crop could run in the Kentucky Derby.

    Which is exactly how Majestic Prince made his way to the 1969 Derby. An undefeated star ready to run for the roses.

    Horse owner Frank McMahon leads Majestic Prince, with jockey Bill Hartack in the saddle, towards the Derby winner's circle.
    Photo courtesy of Keeneland Library Morgan Collection

    Over the years, a handful of horses purchased at auction had won the Kentucky Derby. Hoop Jr. in 1945 and Dark Star in 1953 were notable names. But Majestic Prince was different. He came into the sales ring in 1967 as a one-year-old prospect known only as “Hip #126,” a chestnut colt consigned to the Keeneland sales by the Spendthrift Farm of Leslie Combs II.

    Hip #126 referred to a paper tag stuck on each yearling’s hip, denoting the horse by its catalog number in the sale. But with this one came a buzz. He was the talk of the sale, and it wasn’t long after Hip #126 came into Lexington’s Keeneland sales ring that auctioneer George Swinebroad banged his gavel down — “Sold!” — for $250,000, which was then a world record. (For comparison, three horses went for more than $2 million at the Keeneland yearling sale last September. Since 1960, the most expensive horse sold at auction to go on to win the Derby was Fusaichi Pegasus at $4 million; the cheapest was 1971 winner Canonero II, who sold at auction for $1,200.) That made the handsome, one-year-old Hip #126 instantly famous. Soon to be named Majestic Prince, the colt went on to win the Kentucky Derby two seasons later — and prove irrevocably that commercially bred horses could be just as good as the “homebreds” of the landed gentry.

    Over the years the, tide has changed in the Thoroughbred business. Today, most of the winners of the Kentucky Derby, and a majority of the Eclipse Award-winning champions of the sport, are sold as yearlings at auction — including just this past year, when Justify took the roses and rolled on to a Triple Crown after being purchased at the 2016 Keeneland yearling auction for $500,000. The man who sold Justify, the head auctioneer at Keeneland today, is Ryan Mahan, and he loves rolling back his memories to Majestic Prince. “I was just a kid then, but, gosh, it was so interesting to me,” Mahan says. “My dad was, and still is, a veterinarian. He did these surgeries that nobody ever did, so I was going to be a veterinarian. Then I started going to the horse sales. It just intrigued the heck out of me — the theater of it, and the commerce of it.”

    And leading the theatricality and commerce of the horse business was Leslie Combs II, one of those larger-than-life Kentucky Colonel characters of the Bluegrass horse-farm country. Combs believed in advertising, which wasn’t a regular thing for horse breeders. He promoted his stallions, his yearlings and his Spendthrift Farm, a gorgeous spread on Iron Works Pike near Lexington. Combs would buy page after page of ads in the Blood-Horse and the Thoroughbred Record, and any other place he could think of. “No question, he was very sales-oriented, and very stallion-oriented,” Mahan says. “In the old days, he had these mammoth parties. I mean, he had Bob Hope one year. He had Wayne Newton one year. Every year he had huge entertainment. They had hot-air balloons. They had elephant rides one time. Just huge parties. And everybody from all over the country would come.”

    Combs, the master salesman, had special clients who believed in him and his horses. He advised MGM Studios’ Louis B. Mayer, who was a pretty good promoter himself, in the movie business. Florence Nightingale Graham, who gave herself a new business name as founder of the cosmetics empire Elizabeth Arden, was a special Combs client. Graham was notorious for switching trainers at the drop of a hat. But she stuck with Combs.

    Actually, Combs was perfect for Graham, a horse owner who would ship Elizabeth Arden Eight Hour Cream to her trainers to rub on the horses’ legs (reportedly great on abrasions caused by racetrack sand) and the company’s Blue Grass perfume to dab behind her fillies’ ears — well, a horse owner like that needed an advisor who understood her style. Graham treated her horses like pets, and Combs kept her Maine Chance Farm well-stocked with winning pets. One year she led the list of money-winning owners, and her Jet Pilot won the 1947 Kentucky Derby.

    Key to any sales business, of course, is understanding the depths of the deep pockets of clients like Mayer and Graham. “You know,” Mahan says, “(Combs) found a lady named Dolly Green, and I remember when he introduced me to her. He goes, ‘Yeah, she’s in the real estate business, Ryan. She’s got three acres.’ He kind of looked at me, and I’m like, ‘Well?’ He says, ‘In downtown Beverly Hills.’ I said, ‘Oh, I got you now,’” Mahan says. “She bought a foal by Mr. Prospector, and she spent a lot of money with him.”

    Mahan remembers a hot night in July, with the air conditioning humming in the Keeneland sales pavilion. “Ms. Green was getting a little cold, so Leslie put his suit jacket over her shoulders. Then he came over to me and asked if we could turn the air conditioning down. In July! I said, ‘Whatever you want.’”

    Leslie Combs II (right, at a yearling sale) pictured with Florence Nightingale Graham (second from right).
    Photo courtesy of Keeneland Library

    Combs was especially engaging before the sale, when he would chauffeur clients around Spendthrift to see his best yearlings. The very best in the sale. For special clients.

    Mahan says a visitor would ask to see some horse Combs had told him about. “He’d wheel around and bellow, ‘Bring out the Big Horse!’ Of course (the barn crew) didn’t know which horse he was talking about. They were all ‘The Big Horse.’ But he’d have some signal and they’d understand which one he meant,” Mahan says.

    Combs bought a bus and painted it blue. The Blue Goose, as it was known, would ferry customers out to the sale. You’d think wealthy people with the business acumen to compile fortunes would have more sense than to ride a bus to a horse sale. And some of them did, arriving in limousines. But then they’d miss out on the fun.

    And maybe miss out on a horse.

    Racing author Ed Bowen once drew a picture of Combs as a “garrulous showman with a faux Southern gentleman surface charm…a gambler/investor with his own money, and a high-roller with others’.” In his book Legacies of the Turf, Vol. 2, Bowen wrote that Combs got his broodmare “band” rolling with a mare named Myrtlewood, foaled in 1932. Myrtlewood won 15 of 22 starts but only earned $40,620 for doing so because she hit the track during the Great Depression. But on the farm, Myrtlewood proved to be a “blue hen” producer of racehorses and bloodstock for generations to follow. But Combs’ best hand was in stallions. Nashua, the high-born rival of Swaps, was on stallion duty at Spendthrift, and he brought his class with him to the stud barn.

    Then Raise a Native came along. The horse had briefly set the turf world on fire in 1963, winning four straight races while showing blazing speed before “bowing” a tendon. The horse was a son of Native Dancer, but having run only at sprint distances, never competing in classic races, Raise a Native seemed only a possibility as a stallion prospect. But Combs bought in with owner Louis Wolfson — and hit it big. Especially in the Kentucky Derby.

    Majestic Prince would be the first important offspring of Raise a Native, and Alydar was another. But then the sons of Raise a Native also became powerful stallions, including Mr. Prospector. And their sons, too, excelled, extending by far the most successful line of Derby blood the race has known. As the 20th century came to a close, the Raise a Native line scored with horses like Affirmed, Genuine Risk, Alysheba and Unbridled, then kept right on going into the 21st century, most prominently with American Pharoah, the 2015 Triple Crown champion.

    But it was Majestic Prince that would get all that rolling.

    Hip #126 in your catalog.


    The bright-red chestnut yearling that would become Majestic Prince was the talk of the 1967 Keeneland yearling sale. All Combs had to do to get him sold was lead him out of the stall and people couldn’t catch their breath fast enough. He was that beautiful. And with everything in the right place: The colt had size, scope, length, shoulder, bone, feet, mane, tail…and that “look of eagles” the horse poets all talk about.

    Winning the bidding battle at $250,000 was Frank McMahon, an oil industrialist from Vancouver, British Columbia, with a strong racing stable based in California. McMahon had paid big prices for yearlings before and would continue to. With Bing Crosby and publisher Max Bell, he bought the horse Meadow Court in Ireland and won the Irish Sweepstakes. Combs sold McMahon Royal Serenade, which won the Hollywood Gold Cup. So McMahon knew what he was doing.

    Soon after the Majestic Prince sale came some interesting news that McMahon owned the dam of the record-priced yearling. So McMahon actually already owned half of the horse he just bought, with Combs the leader of the syndicate that owned the other half. In other words, Combs and McMahon had sold themselves their own horse.

    But nobody cared! Not a bit. Oh, some horse people thought Combs and McMahon were foolish not to simply let the horse go to another bidder, and take the cash. But most admired the artistry of the thing. Combs wanted the record price, and he wanted McMahon to get the horse.

    McMahon shipped the newly named Majestic Prince to California and placed it with Johnny Longden, the recently retired Hall of Fame jockey. Longden was starting up a career as a trainer at Santa Anita racetrack, near Pasadena. He’d inspected the colt at the sale, done the bidding, couldn’t have been more thrilled with such a scintillating prospect. Longden later filled in Los Angeles Times writer Bill Christine on the Prince. He weighed a whopping 1,180 pounds and was 75 inches at the girth. And the horse got along with his trainer. In the saddling paddock before the Santa Anita Derby, Majestic Prince suddenly got loose from a handler, but Longden yelled, “Stop!” And the horse did.

    Majestic Prince with Johnny Longden and the McMahons after their 1969 Preakness win.
    Photo courtesy of ​Keeneland Library Morgan Collection

    Majestic Prince won twice as a two-year-old, then swept four stakes races at age three in California. The horse rolled to an eight-length victory under regular rider Bill Hartack to come to Kentucky undefeated and was about as heralded as a horse could be. The Kentucky Derby was a month after the Santa Anita Derby, so Longden and Hartack tuned their horse up with a seven-furlong canter in the Stepping Stone Purse on opening day at Churchill Downs, a Saturday one week before the Derby.

    Meanwhile, Arts and Letters prepped with an easy victory in the Blue Grass Stakes, which was then held 10 days before the Derby at Keeneland. The son of imported stallion Ribot was blooming like the springtime dogwoods in Kentucky. Arts and Letters came from the old school. He’d never been close to a sales ring, bred and raced by Paul Mellon, who would later win the Kentucky Derby with Sea Hero. Arts and Letters was trained by Elliott Burch, and jockey Bill Shoemaker never moved a finger on the reins as Arts and Letters cruised to a 15-length victory in the Blue Grass.

    Now, a length is a racing yardstick, a distance of about nose to rump on a horse. The inside rail at tracks is attached to standards that are generally one length apart. So a spectator can actually count those 15 lengths. But what this scribe saw that day at Keeneland was a margin that looked more like 25 lengths from Arts and Letters back to second-place Traffic Mark — the widest margin I’d ever seen in person. With all the breeding he had going for him, plus Shoemaker, I was all on board with Arts and Letters for the Kentucky Derby.

    Those weren’t the only two stars coming to Louisville for the 95th Run for the Roses. Top Knight had beaten Arts and Letters in the Florida Derby. A fourth possible star was Dike, a Claiborne Farm horse trained by Lucien Laurin. (Readers will remember Laurin as the trainer later of Riva Ridge and Secretariat.) Dike had won the Wood Memorial in New York under smooth Jorge Velasquez, and owned a Claiborne pedigree filled with imported European blood. The best guess among handicappers was that, if anybody came along late in the Kentucky Derby, it would be Dike. And he did.

    There’s always more in every horse tale, but the rivalry of Shoemaker and Hartack was real. Shoemaker had given a Derby win to Hartack and horse Iron Liege when Shoemaker, riding Gallant Man, misjudged the finish of the 1957 Derby. Shoemaker had three Derby wins. Hartack had four, one less than the retired Eddie Arcaro, with five.

    Shoemaker and Arcaro were enormously popular stars, household names of the American sporting scene. Hartack, however, had a hard-bitten edge. He had good friends in the barn area but clashed frequently with reporters. Shoemaker was gentlemanly at all times. But Arcaro would say it for many when he called Hartack “that son-of-a-bitch.”


    In the Derby, Hartack and Shoemaker settled their horses nicely into third and fourth behind speedy Top Knight and longshot Ocean Roar. On the turn for home, Shoemaker slipped Arts and Letters past the tiring leaders on the inside, and Hartack powered around on the outside. Down the stretch, past a roaring crowd, Majestic Prince gained the lead over Arts and Letters. From well back Dike appeared, coming in a drive. Arts and Letters valiantly fought back, but Majestic Prince prevailed by a neck at the wire, with Dike finishing third. One of the greatest stretch battles in Derby history.

    Two weeks later in Baltimore, Majestic Prince won the Preakness and was favored to take the Belmont Stakes. But Longden had noticed the Prince bearing wide on the Pimlico turns and didn’t like it. He did not wish to run his horse in the Belmont, and McMahon agreed.

    Space exploration was in the news in 1969 (the moon landing would happen in July), and ahead of the Belmont in June, the Daily Racing Form's Pierre "Peb" Bellocq depicted Majestic Prince as a spaceship, with jockey Hartack attempting to land the Triple Crown. // Courtesy of Keeneland Library


    But much like recent experience, when the Triple Crown went decades without a horse being able to win it, the same was true in 1969. It had been 21 years since Citation had won the last one, in 1948, and people were saying the Triple Crown might never happen again. (In 1973, Secretariat kicked off a trio of ’70s Triple Crowns. American Pharoah won it in 2015, and Justify did last year.)

    When McMahon made his announcement about Majestic Prince not running in the Belmont, the New York Post — then, as now, a bastion for the brainless — ran a headline that cried: “Majestic Prince Scared Off by Arts and Letters.” Although he agreed with his trainer, McMahon also understood the interest among fans. Majestic Prince would run.

    In the Belmont, Dike shot to the lead in a surprise. But after a very slow half-mile, Arts and Letters glided to the fore and easily held off Majestic Prince. In footage of the race, one can see the Prince taking second but with a labored stride. Arts and Letters probably would have won anyway — he looked very good — but Majestic Prince came away lame.

    “When he bore out in the Preakness, that was a warning,” Longden later told Christine. “He had a tendon that was weak, and he was tired. He had lost color. I didn’t want to run a horse like that in New York.

    “I was always a believer that you put the horse first, but I was forced to run,” Longden added. “It wasn’t the mile and a half that stopped my horse; it was that leg of his.”

    Majestic Prince was given the rest of the year off, but when he developed a knot behind his left knee (probably a minor, treatable injury for most horses) he was sent back to Kentucky to stand at stud at Spendthrift Farm. Majestic Prince did not sire a winner of the Kentucky Derby, but his great-grandson, Maria’s Mon, sired two: Monarchos in 2001 and Super Saver in 2010.

    The fortunes of Spendthrift Farm faded in the late 1980s, and the farm and horses were sold off. Combs died in 1990 at the age of 88. But Spendthrift is going strong again today under the ownership of B. Wayne Hughes, with a long roster of stallions and fields full of grazing broodmares and frisky foals.

    Mahan and his auction team handled the sale of Combs’ grand house and the furnishings in it. “Everything in the house, it seemed like a prop, not a work of art,” Mahan says. “It was a prop to sell horses, and it was just amazing. He had a wonderful collection of antiques and equine art. But I just thought the reason he had all that was to entertain people from all over the world to sell them horses. You just had that feeling.”

    This originally appeared in the April 2019 issue of Louisville Magazine under the headline "The Prince of Spendthrift Farm." To subscribe to Louisville Magazineclick here. To find us on newsstands, click here.

    Cover photo: Majestic Prince (No. 8) battled Arts and Letters to the Derby finish line. // Photo courtesy of Keeneland Library.

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