In the annals of retail success stories, perhaps no tale boasts as many twists and turns than the outdoor mall that started as little more than a gleam in one man's eye. Then again, Bal Harbour Shops is no ordinary shopping center: Offering an unparalleled selection of world-renowned designers, set amid the lush tranquility of a breezy, tree-lined locale, Bal Harbour sets the standard for innovative retail destinations-indeed, according to Women's Wear Daily, no other venue does more business per square foot than the ultra-luxe environs of Bal Harbour Shops.

You need only meet the three men who oversee the center's day-to-day operations to realize why, after 40 years, Bal Harbour Shops continues to foster a reputation as the country's number-one retail sensation. There's managing partner Randy Whitman, a jovial, no-nonsense type who has witnessed many changes since joining Bal Harbour Shops in 1974, and his nephew, Matthew Whitman Lazenby, the leasing partner who represents both the third generation and the company's future. But the heart and soul of Bal Harbour Shops is easily Stanley Whitman, the visionary who founded the innovative shopping center that opened its doors 40 years ago. Though unofficially retired from running the company, Stanley, born November 15, 1918, still reports to his office each day, as his passion for the property has anything but waned.

"I come in every day because I love it," Stanley admits. "In real estate you're not supposed to have a love for a piece of property-you do that, and you get in trouble. But I do, I love this place."

Such passion is one of the reasons Stanley Whitman has often been compared to another 20th-century visionary, Walt Disney; yet while fantasy and retail management are only tangentially related, it's true that both men very much had one thing in common: to look at a desolate plot of land and envision magic.

Bal Harbour Shops may be celebrating its 40th anniversary this year, but it's been almost 60 years since Stanley first stepped foot on a modest plot of land and began to realize the opportunities that could ultimately arise.

It was right after World War II when, just released from the Navy, young Stanley brought his wife, Dorothy, and 2-year-old Randy back to his hometown of Miami Shores. "Once the war was over there was literally no place to rent," he remembers.

Destiny intervened in the form of Robert C. Graham, the man who had developed 245 acres of swampland into a tiny upstart village called Bal Harbour. During World War II, Graham had leased a portion of the land to the United States Army, which erected wooden barracks on the property for use as a rifle range and POW camp. "Once the war was over, Graham got his property back, but what was he going to do with it?" Whitman asks. "He needed 25 male voters to incorporate the village, so he went to Sears & Roebuck and bought the cheapest furniture they had, and turned the barracks into apartment homes." Whitman smiles as he taps a finger lightly on his desk. "So our first home as a family was right where we sit today."

While the family soon moved to Miami Shores-to a home that the Whitmans, married for 63 years, still share today-Stanley was developing his career as a real-estate broker, with stores on what was then South Florida's most elegant shopping street: Lincoln Road. "Between the 1920s and 1940s, Miami's racetracks were a big attraction," Stanley explains. "People from Palm Beach came down often for the races, and while down here they'd shop on Lincoln Road, which was a premiere, prestige street when Worth Avenue was nothing but a wagon rut."

Following World War II, however, Lincoln Road's success faltered, thanks to the departure of major retailers such as Bonwit Teller, as well as some harsh winters that drove tourist traffic elsewhere. Meanwhile, the brokerage firm for which Stanley worked was beginning to sell residential and commercial property in Bal Harbour. In 1955, Stanley had found a buyer for the 16-acre plot of land that would become Bal Harbour Shops. Graham, however, didn't want to sell. "He turned to me and said, 'You've owned property on Lincoln Road, you know the New York retailers, you know how to sell and lease real estate, and you've got money.' Well, I did, because I'd been buying and selling oceanfront lots at the time," Stanley says. "Bob Graham said, 'I'm an old guy, and you're a young guy. If you'll help me develop it, I'll sell you a half-interest in the corporation that owns the property, and we'll develop it together.' Of course, I jumped at the chance."

A year later, fate stepped in again, as Graham's sons announced they had no interest in the project, and their father asked Stanley to buy him out. Whitman agreed, paying $2 a square foot: "No one in the United States had paid more than $1 a square foot at the time," he recalls. "Everybody thought I'd paid too much, that it would never succeed."

It would take about eight years before Bal Harbour Shops opened its doors, largely because Whitman held steadfast to his vision of what a modern shopping center should be.

Long before the first blueprint was drawn, Stanley Whitman had a clear idea of retail's new age: an open-air space that offered a warm, inviting ambiance; the finest grouping of retailers in fashion and jewelry; and adjacent parking that was exclusive because customers were required to pay. His revolutionary project railed against the shopping center norm, which at the time boasted of enclosed air-conditioned malls with free parking. "We were a block from the beach and had these beautiful ocean breezes," Stanley notes. "And paying to park on Miami Beach wasn't a new thing, but paying to park at a shopping center? Everybody was against us."

That included several rather important retailers; ignoring a basic principle, Stanley opened his shopping center without a department-store anchor.

Saks Fifth Avenue, which had opened a resort store nearby, agreed to come onboard, but only if they didn't have to pay rent. Stanley refused the offer, and in 1965 opened Bal Harbour Shops with a roster that included Abercrombie & Fitch, FAO Schwarz, and Martha Phillips, then the biggest name in designer salons. "From the first day we were a howling success," Stanley says. "FAO Schwarz had the highest sales per square foot that they'd ever experienced."

Soon he was able to lure Neiman Marcus into the fold, breaking another long-held retail tenet: "Neiman Marcus and Saks Fifth Avenue Neiman Marcus and Saks Fifth Avenue had an agreement: Saks gave Texas to Neiman, and Neiman Marcus took the rest of the world," Stanley says. "I broke that up when Neiman agreed to come on board with us. Once they did that, Saks had no choice but to join us as well."

Again a smile crosses Stanley's face, and you can't help but wonder: Was it a satisfying moment? His reply rings of both truth and diplomacy: "I hated to wait for it, but it all worked out in the end."

Perhaps Stanley's visionary mind is most evident while glancing through a 1962 brochure, designed three years prior to the center's opening. While the original structure boasted a single floor when it debuted in 1965, watercolor sketches featured in that early brochure depict a double-decker outdoor mall, lush with foliage, all of which boasts an uncanny resemblance to today's Bal Harbour Shops.

"I always had a very clear vision of exactly what I wanted," Stanley says of that prescient image. "I knew someday it would be two stories, but more importantly, it couldn't look like every other mall out there. I wanted people to feel as though they were shopping in a garden."

"Originally my dad had orange trees planted throughout the center," Randy notes. "When we added the second level [in 1983], that was one of the changes we had to make: The orange trees went up to the second floor, and more shade-friendly palms took their place on the lower level. Our goal is always to make the space as pretty as possible -it really is as simple as that."

When Randy joined the company in 1974, Bal Harbour Shops was going through yet another evolution. "That was the beginning of our European experience," he says.

"No other mall was doing this at the time," Stanley interjects.

"A Courréges store came onboard, and there was another store run by a New York company called Dana Cote D'Azur," Randy remembers. "Meanwhile, at the time, Gucci was on fire in New York. Every cabdriver had to have a pair of Gucci loafers."

Stanley and Randy decided Gucci had to become part of the Bal Harbour equation. But the then-current patriarch of the Italian label, Dr. Aldo Gucci, was a reclusive sort who was satisfied with his four U.S. stores- in New York, Palm Beach, Chicago and Los Angeles-and wasn't interested in talking to retail developers. "So my dad said, 'Why don't you work on the store manager in New York?'" Randy says. "So I got to know a very nice guy named Stanley Wentling-then unbeknownst to us, Stanley started sneaking Dr. Gucci down here on weekends, while we weren't here. He had a large home in Palm Beach, and the pair would come down here and study this place."

The research paid off, as the fifth Gucci store in the U.S. opened in Bal Harbour in 1978. "At the time, shopping centers were averaging about $100 a square foot," Randy explains. "Dr. Gucci declared that he was going to do $1,000 a square foot; we all thought he was insane. But he opened, and did exactly that-an unbelievable number for 1978." The addition of Gucci soon paved the way for an international roster of clients that currently boasts fashion stalwarts-Chanel, Dior, Louis Vuitton and Hermès, among them-as well as a host of the world's most renowned jewelers, from Cartier to Bulgari to Harry Winston, and a variety of daring, sexy labels, including Dolce & Gabbana, Custo Barcelona and Versace.

Fold in the aesthetics, and it's a result each member of the Whitman family finds tremendously satisfying. "It's wonderful to walk through the mall and have people tell you how much they enjoy spending time here," Stanley says. "Then you walk a little further, and a European merchant with locations all over the world ventures out of his store to tell us we have the finest, highest-grade collection of stores he's ever seen. You've got to love that."

Stanley and Randy are only half-kidding when they remark that the next generation may be the best-qualified of this three-man team: Matthew Whitman Lazenby came onboard two years ago, after earning his stripes working for a New York real-estate broker and a Detroit-based retail developer.

"He's the only one of us who had prior retail experience," notes Randy, who also garnered real-estate experience prior to joining his father's company.

As Stanley and Randy reminisce about Bal Harbour's history, Matthew studies the mall's current floor plan, his mind preoccupied by the perfect fit of future retailers. "At the very least you hope you're not going to be a burden," he says of joining the operation. "But having the experience I received in New York and Detroit gave me the confidence that I could step in and help, and perhaps make a point or two that could come from a different perspective."

"He's being modest," interrupts Stanley.

Randy agrees. "He's fantastic," he says of Matthew. "He sat down in the chair and was off to the races."

"When I was working in Detroit, I was put in charge of a shopping center that had fallen on hard times," Matthew remembers. "So when you come into the most productive shopping center in the country, the hard work becomes, of the 400 million people who want to join us, who's best for our mix? It's hard in a different way, but I enjoy it a lot."

As Bal Harbour Shops enters a new age, Matthew should find endless opportunities to continue rearranging that puzzle. Plans include adding 200,000 square feet of retail targeting a variety of younger, fashion-forward brands; a hotel is also on the horizon, as is a third level for the current center, to be used for social functions such as fashion show/luncheons or other special events. An idea for a movie theatre also has been bounced around, but it's perhaps the sole area of discord among the three family members. "I want the movie theatre and Randy doesn't, and I think Matthew falls somewhere in the middle," Stanley says. "We're still looking at it-but the one thing we all can agree on is that we don't want what every other mall has."

Such a statement also sums up the philosophy that's at the heart of today's Bal Harbour Shops. But even while exhibiting both pride and passion, Stanley downplays his unique contribution to both the local and national retail environment. "I'm not sure I'd think of myself as a visionary," he says.

"I do," Randy says.

"I do, too," Matthew adds.

"I think I happened to be the right guy in the right place at the right time," Stanley continues. "In any successful real-estate venture, isn't that the way it happens?"

Maybe - but it takes a truly unique vision to look beyond a former army barrack, and picture an oasis that continues to flourish, 40 years and beyond. Plans for the future include a third floor, a hotel, and additional retail space targeting a variety of younger fashion-forward brands.