By - Andrew Kupfer

(FORTUNE Magazine) – REGINALD F. LEWIS, chairman of TLC Group, smiled to the other passengers as he stepped into the elevator of his Manhattan club. It was a politic smile, since he was carrying a lighted cigar, forbidden in New York lifts. ''Just one floor!'' he promised. New Yorkers are shot for less than that, but Lewis's good-natured nerve limited the damage to a more or less friendly admonition. It was a typical exhibition of the self-assurance that has helped Lewis, 45, succeed in places some people thought he shouldn't be. His resolve carried him to new heights and into the public eye last August, when he agreed to buy the international food empire of Beatrice Co. The ! transaction -- a $985 million deal -- is the biggest leveraged buyout ever of an overseas operation. But what focused attention on Lewis was TLC's new status as by far the largest company owned by a black American. The Beatrice acquisition has helped Lewis complete his metamorphosis from lawyer to venture capitalist to takeover artist. His biggest previous strike had been McCall Pattern Co., which he bought with $1 million in cash and a $24 million loan in 1984 and sold last July for $95 million in cash and debt. He could have enjoyed the soft life after that, but within a month he teed up Beatrice International Food (1986 revenues: $2.5 billion) and submitted the winning bid. ''It was something like the gnat swallowing the elephant,'' he says, ''which frankly appealed to me.''

Lewis will share his catch with the investment banking firm of Drexel Burnham Lambert. Michael Milken, Drexel's mastermind of LBO financing, heard that Lewis had sold McCall Pattern for a good price. ''Milken invited me out to the coast to suggest we work on something together,'' recalls Lewis. ''I said, 'Mike, I just bid $950 million for Beatrice. How about that?' '' Drexel and its clients will own 35% of Beatrice International. Even before Lewis closed the sale, he had signed agreements to dispose of three of Beatrice International's many parts for almost $430 million. He is financing the balance of the deal with a $450 million line of credit from Manufacturers Hanover Trust and his profits from the McCall sale. Despite the assist from Milken, everyone agrees that Lewis is the guy who put the deal together. He is strong-minded and pursues what he wants with utter confidence. While he bargains easily, no one gets the idea he can be pushed around. ''I've seen people try to upstage him,'' says Fred Joseph, Drexel's chief executive. ''But in a nice, gentlemanly, charming way he won't let them.'' The seeds of Lewis's resolve were sown in Baltimore, where he grew up in a neighborhood he describes as ''tough but stimulating.'' His grandparents, with whom he and his mother lived for several years, influenced him considerably, and he traces strong feelings of patriotism and Francophilia to his grandfather's stories of being a soldier in France during World War I. As a teenager, Lewis excelled in baseball, football, and basketball. When he was 15, he thought he would play professional sports till he was 30 and then become a lawyer or a businessman. But after he was offered a high-paying summer job -- as a waiter at a Baltimore country club -- he began playing less baseball. Even before finishing high school he realized he was a long shot to succeed as a professional athlete. He enrolled in Virginia State University, where it was ''love at first sight'' with, of all things, basic economics. He followed his fancy to Harvard Law School, where he studied securities law, and in 1968 joined the New York firm of Paul Weiss Rifkind Wharton & Garrison. But he feared that if he stayed at Paul Weiss too long, the golden handcuffs would hold him forever. So he left in 1970, before knowing whether he would make partner, and three years later founded the firm of Lewis & Clarkson. He concentrated in venture capital, helping corporations such as Aetna, Equitable, and General Foods lend money to companies owned by minorities. After a decade at Lewis & Clarkson, he says he was bored: ''There was not a lot I could do with the law firm besides making a good living unless I did the deals myself.'' Lewis started TLC Group in 1983 and showed his flair for financial engineering when he bought McCall Pattern the following year. IN BOTH of his major purchases, Lewis has shown himself a contrarian, spying a pot of gold where others saw dross. When he was negotiating to buy McCall, Chief Executive Earle K. Angstadt Jr. asked why he wanted a business that had been in decline since 1976. Lewis saw the shrinking market as an advantage: It left McCall free from serious competition. He developed a line of knitting patterns and began plans to export to China. He also branched into greeting cards, using McCall's distribution network. In 3 1/2 years, he doubled profits to $14 million. As for Beatrice, most managers would shy away from running an empire that includes everything from ice cream in Italy to potato chips in Ireland. But Lewis knew he would have to sell off big chunks of the company to pay his debt. He thought Beatrice's far-flung nature would make it easier to dispense with some pieces without affecting the keepers. Because of the stock market crash, he may not get the prices he would like, though as a TLC spokesman points out, ''Food companies make money despite hard times.'' MASTERING the intricacies of a company that does business in 31 countries is a formidable task. Lewis will approach the job as a corporate strategist, leaving day-to-day decisions to the managers he inherited with the company. Past and present partners say Lewis is expert at getting people to devote their best energies to a problem they may not have recognized. ''He has a way of making people set their goals a little higher, and helps them see what is possible if they spend a little more energy,'' says Thomas Lamia, a partner in Paul Hastings Janofsky & Walker, one of TLC Group's law firms. Lewis tries to keep a low profile at home and at work. Colleagues say he is a dedicated family man, but he declines to talk about his wife and two daughters. Nor does he want to be known as the black man who owns Beatrice International. With his highly visible entry into the predominantly white club of buyouts and investment banking, the attention is inevitable. Colleagues say the idea of making it big in the financial world as a black man has been a motivating force for Lewis, but he is reluctant to accept the mantle of role model. ''I'm trying not to take it too seriously,'' he says.''It's tough enough to operate without the added pressure that if I make a mistake, I let down 30 million people. I think of myself as an American of African descent who's committed to what he is doing. If that work is an inspiration and helps others of my ethnic background, or any other, I'm delighted. But I don't want it to seep into decisions on how we evaluate our business.'' On at least one other issue Lewis is less forthright. When asked what TLC means, he laughs and says: ''I'm not going to tell you!'' One rumor had it as Tender Loving Care, but the best guess is simply The Lewis Company. In an era when some moguls write their names on every piece of property they own, Lewis's humility seems to have survived intact.