At an age when most men have put their working days far behind them, Frank Butler of Catalina Yachts is still stacking hours and building boats – and enjoying every minute.

Traffic is moving briskly on California's famed Ventura Highway, flowing due west from Los Angeles, and Frank Butler is moving right along with it. Butler is the president of Catalina Yachts, but he's put that in the rearview mirror for the day and he's heading out, bound for home. He's behind the wheel of his black 2002 Ford Thunderbird-"A piece of crap, really," he'll later say-dodging and darting, shifting lanes, chasing down the miles toward the afternoon sun. When he sees a quick opening, he makes for it, with dispatch, and the needle on the speedometer tilts accordingly-65, 70, 75. There's only one problem, really. About three cars back, leaning on the gas in a whining, woeful, compact rental, someone is desperately trying to maintain contact, visual and otherwise, with the blazing T-bird.

That someone would be me.

Suddenly, almost without warning, Butler bolts right, across a couple of lanes and up an exit ramp, and I dutifully follow, grateful for the stoplights and congestion of suburban streets. The Thunderbird soon banks into a nondescript industrial park, and Butler is already out its door when I wheel my pathetic little Chevy alongside. "Come on," he says, impatiently. "I want to show you something."

We're at a small manufacturing facility, and Butler is waving at the electric pontoon boats strewn about the yard and saying something about how he designed these boats and owns this factory, although these days, it's not actually his operation. But all of this is clearly secondary to the mission at hand. This becomes abundantly evident when he flings open a garage door out back and there before us sit about a dozen vehicles nestled lovingly beneath soft, custom-fit covers.

They're cars, all right. Really cool, vintage, exquisite cars: a terrific 1920 Dodge Phaeton; a cherry-red 1959 Ford Fairlane; a gorgeous 1957 Caddy convertible; not one but two slick, mid-1950s era Thunderbirds. And these aren't all of them, I'm told. There are a few more similar garages around greater L.A., with nearly 40 automobiles in the collection.

In a boatbuilding career now spanning nearly five decades, Butler guesses he's manufactured some 75,000 vessels. During that time, he and his wife, Jean, also raised seven children. If you ask him about the former-as in, "Well, Frank, of all those boats, which is your favorite?"-he's bound to make a reference to the latter: "Do you have kids? Me, too. Can you name your favorite? Me neither."

But cars are different, he says, and this becomes apparent when he uncovers what he unabashedly admits is the queen of his automotive fleet, a ragtop 1940 Lincoln Continental. "Now this is a beautiful car," he sighs. "I restored it right back to the original. Took five years.

"Cars are a lot of work," he continues. "You have to drive them, keep them up. They're just like boats. The more you use a boat, I think, the better it is."

With that, we're on the go, the autos back under their wraps, the garage door slammed. Moments later, we're again barreling down the freeway, revisiting Mr. Toad's Wild Ride. But in this brief interlude, I'm guessing, I've snatched a telling glimpse of the essential Frank Butler. A little contemplation, it seems - a pit stop on the road of life - is perfectly fine. But a whole lot of action is much, much better.

Knock, knock.

That's what you do when you desire an audience with Frank Butler. You stride down the hall to his corner office at Catalina's longtime headquarters on Victory Boulevard in Woodland Hills-the very facility he's occupied since 1974, when it was surrounded by cornfields and strawberry patches, long before the relentless advance of the malls, high-rises, and big-name hotels-and you rap twice. Then, one of two things happens. You're waved in (the usual response) or waved away (which means try again later). Thus, order is maintained in the Catalina universe.

Last January, on the very morning Frank Butler turned 80, Sharon Day knock-knocked and was granted entry, ostensibly to discuss lunch plans. Day and another longtime Catalina stalwart, Gerry Douglas, have each been at Butler's side for more than 30 years and were made partners in the business in 1998; she handles corporate matters and oversees sales and dealers, he's in charge of design, engineering, and plant operations. Three or four times a week, the "Three Musketeers," in Day's words, meet for a bite to compare notes on their respective areas of responsibility.

"We have a very shallow corporate pyramid," jokes Douglas.

It's important to know that Butler enjoys a chuckle, especially at someone else's expense. Day recalls the time Butler uncharacteristically fell ill during a big dealer's conference and begged to be excused. Soon after, a "dealer" came late to the meeting and began peppering Douglas and her with all manner of probing, uncomfortable questions about the company. It took a while before anyone realized it was Butler, all done up in a wig and phony beard.

So Day was fairly chuffed when the three amigos walked downstairs to the lobby on January 17 and Butler's chin dropped when the mariachi band began playing and the big gathering of workers, family, and friends yelled "Surprise!" In honor of the milestone, everyone chugged another Butler favorite, a tall root-beer float.

There are changes afoot at Catalina, however, and the next party at the Woodland Hills location will probably be the last. In 1984, Catalina acquired Morgan Yachts in Largo, Florida, a smart strategic move that not only gave the company a second, well-known brand but also provided a base at which to build the increasingly popular larger Catalina models and to develop new designs. Plus there was the not-insignificant fact that the majority of Catalina customers, some 70 percent, in fact, lived east of the Rocky Mountains, which tacked on considerable shipping costs to every unit sold. "There's no resale value in freight," observes Douglas.

Now the entire manufacturing end of the business is being shifted to Florida, a transition that's been ongoing for some time and which is scheduled to be completed by year's end. Though Butler and his team certainly have seen the writing on the wall for a while-face it, a factory utilizing fiberglass and resin looks, sounds, and smells a lot different from a Pier One, Best Buy, Marriott, or Hilton, the closing of the Woodland Hills operation signals the real and symbolic end of a grand era in American boatbuilding.

Southern California was once an epicenter during a revolution in production boatbuilding, home to such companies as Ericson, Islander, Jensen, Columbia, and so many others that were once highly viable concerns but which shut their doors long ago. "Hardly anybody is left," says Butler, who, in many ways, could be called The Last Man Standing.

"It's a wonderful business, but it's not an easy business," he continues. "It's rough. You're with the economy. And it's not easy to be a manufacturer in California. It's not what you'd call a friendly state. There are so many rules and regulations, and they're always changing. They're right about some of them, but not all of them. Still, it's a fun business. But you better want to work. It's not like growing oranges. You just don't plant the tree and throw water on it."

When he was 8 years old, Frank Butler went bird hunting with his father, a plumber in the San Fernando Valley, and was taught a lesson that stayed with him forever. "If you shoot the wrong bird," his dad implored, "you still have to eat it. What you shoot, you eat."

"I've always remembered that," says Butler of a tale suggesting that several key, character-building principles were instilled at a very early age: There's a cause and effect to one's actions; you must respect and honor your decisions (even the lousy ones); when all is said and done, accept the consequences and move on.

Moving on was an apt theme in the early years of Butler's career, when he was honing several crafts, establishing his first businesses, and beginning to scratch what would become a strong entrepreneurial itch. ''I've always liked problems," he says, tellingly. "I like solving them."

After graduating from high school, serving a two-year stint in the U.S. Navy, and attending college, Butler's inaugural foray into the business world was a machine shop called Wesco Tool that addressed his growing love of engineering and his affinity for hands-on labor. He didn't start sailing until his late 20s, when he bought a Sailfish and taught himself the ropes on the harbor at Newport Beach, California. He had no idea that such a simple act would change his life.

With a growing family, it wasn't long before Butler was searching for a bigger boat, but he didn't have to look far. Just around the corner from his shop, a small yard was building a simple, sweet-sailing sloop called a Victory 21, and Butler decided it was just the ticket. He paid for the boat in full and waited for delivery. And waited, and waited, and waited. On the morning the boat was supposed to be launched, a Saturday, Butler showed up at the factory, wife and four kids in tow, and learned that the Victory not only wasn't finished; it hadn't even been started. The builder, conveniently, was nowhere in sight. Off to the side, however, stood a completed hull and a new deck. So Butler chose an original response: Instead of jumping up and down and screaming bloody murder, he sent the family packing, commandeered the facility, and with the reluctant help of a handful of employees, began building his own boat.

"And I loved it," he said.

That was in 1961. The remainder of the decade would be a whirlwind. The Victory guy went out of business, and Butler assumed his operation, which he later named Coronado Yachts. He built several small boats as well as the Victory, but he made his first big splash with his innovative Coronado 25. It was the first boat, he says, to be built with a pan liner, which made for a light, rigid structure that also streamlined production; it was a trick he picked up from Lockheed, the airplane manufacturer, and it was a sign of things to come. By 1967, Coronado was a tidy, profitable business, and Butler sold it to the Whittaker Corporation, a big conglomerate that also owned Columbia. Butler stayed on as a consultant for a year before tearing off a pointed letter to his employer that completely accomplished its purpose: He was fired.

"I didn't like the way that they did things," he said flatly. "I'm not a corporate type." He was, however, an independent soul who'd amassed considerable knowledge about every single facet of the sailboat business, from designing and building them to marketing and selling them. In 1969, he aimed all that hardwon experience toward a new enterprise. He founded Catalina Yachts.

The stunning waterfront house that Frank and Jean Butler share in Westlake Village - the pleasant destination to which we ultimately repair after our escapade down Route 101 - is made all the more comfortable by the fact that two of their daughters, and a nice representation of the couple's 20 grandchildren, are right there in the neighborhood. There are two major constants in Butler's life, work and family, with the second underscored by the steady loop of images depicting birthdays, vacations, and other milestones that scroll continuously, all day long, across a flat-screen monitor on a kitchen counter.

"It was a gift from the kids," says Jean, as Frank looks on. "They had all the old pictures scanned onto the computer. It's wonderful." For a long moment, the proud parents gaze at the screen, transfixed.

They both, by the way, look great. For many years, they raced dinghies all over the West Coast. Eight years ago, they took up golf, which Butler says, "is like sailboat racing. If you make a mistake there's nobody to blame." But golf is a small part of his fitness regimen. Upstairs, off the master bedroom, he shows me the collection of well-used exercise equipment that augments his push-ups and stretching. He asks about my back, guides me into the tortuous machine that saved his, and stands by to correct my form as I gasp through a few crunches.

"It's not easy," he says of his daily routine. "But you have to do it."
Back downstairs on the sunny veranda, he soaks in the view of the distant, snowcapped Los Padres mountains and talks softly of this respite from the workaday world. "You should see all the birds," he whispers. "But watch out for the owls! They'll bite your fingers off! It's very peaceful here, though," he says. "I really like it."

And he really earned it.

His first boat after hanging out the new shingle was the Catalina 22, a trailersailer he'd tried to convince Whittaker to build with no success. "I believed in it," he says. "I thought that if I could sell 300, I'd be very happy."

To date, the company has built nearly 16,000 Catalina 22s, including the 22 Sport version and the 22 Mark II, both of which remain in production; at one stage, five 22s a day went out the door.

Butler followed up quickly with the Catalina 27 and then the 30, the combined runs for which ultimately produced another 13,000 models sold. But Catalina wasn't just amassing huge numbers; it was redefining how the game was played. First, nearly everything was done under the same roof at Woodland Hills, where Butler moved the company from North Hollywood in 1974. Catalina had its own sail loft, made its own cushions, and even poured its own lead keels. "If you need something and you own it yourself, you can get it right away," says Butler.

And if you bought a Catalina and called the company with any sort of issue, the man who picked up the phone was often its owner. "If there are problems, I want to know about them," he says. "Plus, anyone who buys a Catalina is part of the Catalina family. They can call me any time."

Butler's other against-the-grain strategy during Catalina's formative years was eschewing advertising of any kind, a matter of considerable angst to magazine publishers and ad salesmen (including those for this one).

"Advertising was expensive. It added a lot to the cost of a boat," he recalls. "I always wanted my dealers to sell my competitors' boats, too. When people came in, they saw the other boats and they saw mine. If mine wasn't as good or better, for less money, that was fine. But that wasn't usually how it happened. So in effect, I was using my competitors' ads. I did it that way for years, until we expanded into larger boats with a different clientele."

It's hard, he might've added, to argue with success.

These days, Butler still puts in 50-plus-hour weeks, still takes work home every night, still handles a ton of warranty claims. He has a computer at home but not in his office; instead, he dictates his letters via tape recorder and has a secretary type them up. It's safe to say he's a creature of habit.

When he looks back on his remarkable career, he has but one regret. "I wish that since I started that I'd taken a picture of every employee," he says, reckoning that the number would well exceed 5,000. "There have been so many good people."

With the major move and expansion to the Florida plant, that figure will no doubt increase. One thing that will likely remain stable, however, is the staunchly loyal customer base that Catalina has enjoyed practically from the outset.

"When I go to a boat show," Butler says, "it's not unusual at all for someone to come up to me and say, 'I've had four of your boats.' Actually, quite a few people say they've had seven or eight."

"I think we've taken good care of those folks," seconds Douglas. "I think people got, in many ways, a better boat than they expected for the price. The more they learned, and the better sailors
they became, the more they liked the boat, not the other way around. You give folks a good experience and they'll come back."

Today, Catalina remains one of the major builders of production sailboats, and it's now as well known for its line of full-size, go-anywhere, systems-rich cruising yachts as it is for the entry-level boats that helped launch the brand. For 2008, the Catalina catalog lists 21 models, ranging in size from the tiny 8-foot Sabot dinghy to the oceangoing 47-foot Catalina 470, with a vast selection covering all the bases in between. Butler, Douglas, and Day all have their say, but for many years, Douglas has set the company's overall direction and philosophy, and that, too, will remain a constant as the company inevitably moves forward.

At some point, Frank Butler has to retire, right?

Um, maybe not.

"No way," says Day. "You feel the energy of this place change when he walks into the building. He's the Energizer Bunny. He just keeps going and going."

Douglas concurs. "This is Frank's life. Besides," he laughs, "what fun is it being king if you have no kingdom?"

But Butler, surprisingly, sees retirement a bit differently. "It's coming," he says. "Like everything else in life. I know there aren't many people my age running a boatbuilding business. But you see, I still enjoy it. If it was work, that'd be one thing. But it isn't. I still like it."

"I do know one thing," he concludes. "It went very fast. When you enjoy things, they go fast. Real fast."

Well, yes. Fast. That's the speed when you never take your foot off the pedal.

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