The Takeover (1995), page 11
A huge risk. It will take us at least thirty days to sell the paper.
Probably sixty. And that's extremely optimistic. What if during that period something happens? What if we can't resell the paper after we send the money out the door because Penn-Mar suddenly develops a bad case of pneumonia. "That's why you are involved, Falcon. To make sure Penn-Mar is clean. To make certain that we and the Germans don't overpay for it. And to make very certain that within no more than sixty days after the close of the transaction, NASO holds less than two billion of the paper. You can sell the bank debt, the junk bonds, and the equity. Once we've won the bid, you can call any contacts you have. Hennings will do the same. Work together. Work sepTHE TAKEOVER ill arately. Pull in our people in the bank's syndication group. I don't care. But sell the stuff. We have to be able to get rid of it fast!"
441t would be a huge effort." "Are you saying you don't think you can do it? Are you trying to tell me, now that you have something real to work on, you're backing off on all of that talk about how good you are?" "You aren't going to intimidate me, Phil. It won't work."
"Push things as close to the edge as possible. Wasn't that what you told Malley you did at Winthrop, Hawkins in your interview with him?"
Barksdale wasn't going to let up. "Let me see you work that edge now, Mr. Falcon." "I'll need a top lawyer. I have a good friend at Davis, Polk who would be perfect-" "No. We'll use Dunlop & Latham." He finished the coffee and pulled out a pack of Salems. "Smoke?"
Barksdale thrust the pack at Falcon.
Falcon ignored the offer of cigarettes. "Dunlop & Latham? You must be joking. I mean, Phil, they are an excellent labor relations firm, but those guys wouldn't know the difference between takeover documentation and a dime-store novel." Falcon maintained his calm exterior, but inside he was beginning to boil. He couldn't hope to complete a transaction of this magnitude without experienced legal help.
Barksdale pulled a cigarette from the package, lit it, and threw the pack toward the desk. It fell short. Several cigarettes bounced out of the pack and onto the carpet as it hit the floor. "I'm not joking.
It's already decided. And we don't want them brought in until the last minute either. Until just prior to when you need to file the offer to purchase. Until just before we launch the tender. Next question."
"We'll have to file Hart- Scott-Rodino antitrust papers." "Dunlop & Latham can handle that too." "I'm telling you, they don't know that stuff." Falcon was be- Corning exasperated. "Let me ask you a question. Do you actually want to win this thing? Do you want the Germans, whoever the hell they are, to get control of Penn-Mar?
Because if you do, you've got a funny way of going about this thing.
This is the big game. I'm a first-string quarterback. But you are giving me the second team with which to win the game." "Next point."
Barksdale exhaled and smoke began to envelop the room. "I can't stand smoke." "It's my office. Next point." "I'll need analytical help.
An associate to crunch the numbers and do the research." "Out of the question. As I told you, we want as few people knowing about this as possible. In fact, after today I want you to work at home. I will set you up with everything you need there. By tomorrow afternoon you will have in your apartment a personal computer complete with a laserjet printer, and you will have a Bloomberg terminal. If you need Securities and Exchange documents, call Disclosure and have them deliver the papers directly to your address. Do not have them delivered to NASO."
Falcon hadn't expected this. "Where am I supposed to be?"
"At a seminar." "You can't really expect me to do this without working closely with the people in the securities subsidiary before we make the offer. You were talking about six billion dollars in junk bonds."
"Anything you need to say to Hennings goes through me.
Don't take it personally, Falcon, but Boreman and I want to keep this thing confidential until the minute we go public. We want all of the information to flow through us so that if there is a leak, we'll know exactly where it came from. You haven't been at NASO that long. We don't know you that well yet." Barksdale blew more smoke into the office. "Win this one for us, and we'll know you very well. It's worth five million dollars to you, Falcon. You personally, that is.
It's worth five million, your managing director title, and the chance to head up an M&A group. And wouldn't that be a nice thing to wave under Granville Winthrop's nose?" Barksdale paused, knowing the arrow had hit its mark. The computer equipment will be at your apartment by noon tomorrow. I believe you live at 232 West 82nd, Apartment 1004.
Is that correct? " Falcon did not acknowledge Barksdale's question except to lift one eyebrow. These people had checked him out very thoroughly. very thoroughly. They knew which buttons to push and when to push them. He had underestimated them, and that irritated him. But five million didn't. Nor did the chance to get back in the game.
NASO's executive washroom was magnificent, replete with showers, sauna, inlaid tile, and an elderly gentleman who did nothing all day but distribute towels and collect dollar bills. Falcon washed his hands in the warm water. He took his time. He did not want to go back into Barksdale's smoke-filled office. But they had a great deal more work to do.
In the mirror Falcon spotted one of the stall's marble doors opening.
The man who emerged was dark-haired and tall. His face was deeply tanned so that it emitted a healthy glow in the mirror. He wore a white-collared, blue pin-striped shirt and a sharp tie. Wallace Boreman. Falcon recognized the man's picture from the inside cover of NASO's annual report.
Boreman nodded at Falcon in the mirror, almost imperceptibly, but said nothing. His face remained impassive as he moved to the sink next to the one in which Falcon was washing his hands. Boreman rolled his shirtsleeves above his elbows, then moved his hands beneath the running water.
Falcon glanced casually in the mirror at Boreman's left hand to see if he wore a wedding band. He knew Boreman was married, but you could tell a great deal about a man by his wedding band, and a great deal more if he didn't wear it. But before Falcon's gaze reached Boreman's hand, he noticed something peculiar on Boreman's inner right forearms.
It appeared to be a small mole at first. Andrew looked more closely.
It wasn't a mole. Too well defined and not raised off the skin.
Something else. A brand? Suddenly Falcon noticed that Boreman was staring at him in the mirror. Falcon's gaze dropped quickly to the bottom of the sink. And somewhere deep in the recesses of his brain a small, faraway voice began to murmur as yet unintelligible words.
Sharon Cruz sat quietly at one end of the long conference-room table.
Very soon she would become the center of attention. It was a distinction she did not relish. This was strange for a litigator, because trial attorneys were by definition perpetually the center of attention. It was strange that she could so easily stand before an unknown judge, a hostile jury, the press, and a partisan audience and tenaciously argue the innocence of her client or the guilt of her opponent's client without a hint of self-consciousness; yet a presentation to her partners caused her such anxiety that she could barely speak by the time she was called on.
Her stress came because she cared about the partners' opinion so much.
She wanted acceptance. If a jury found her client guilty, so be it.
She had tried her best and that was all there was to it. But if the partners were not immediately enthused, she was crushed.
From her seat, Sharon could see the waters of Baltimore's harbor glistening in the afternoon sunlight. The harbor was thirty-one stories below this conference room of the renowned law firm of Cleveland, Miller & Prescott. She wished she were down there enjoying the afternoon sun. She wished she did not have to speak to them today.
Even after nine years at the firm, she was still uncertain about their true feelings toward her. She was Hispanic, and they, except for Grover Tipton, were white. Suddenly, Sharon longed for New York City, where people were more readily accepted. But the money, as a third-year partner, had become addictive. Two or three more years, and she would have the financial wherewithal to begin her own practice.
She promised herself she would spend at least fifty percent of her time representing minorities who didn't have the means to obtain a decent lawyer themselves.
Sharon's gaze fell back on the blue-green waters far below. Who was she kidding? The only way she wouldn't be staring out the same window two or three years from now would be if Cleveland, Miller & Prescott had relocated its offices in the interim. "Ms. Cruz?" Turner Prescott's controlled tone knifed through the room from the other end of the table. "Yes, sir." The image of the blue-green waters evaporated. Prescott stared at her sternly over wire-frame glasses balanced precariously on the end of his nose. "Yes, sir." Sharon said the words again more slowly, making certain that she enunciated each syllable. In her first few years, the partners had complained that she spoke so rapidly they weren't able to understand her. She had actually visited a speech therapist to address the problem, and it had been corrected-for the most part. But from time to time, when she wasn't concentrating, the speed with which her native Spanish was spoken returned. "Please update us on the Bradlee matter." Each Friday the twenty-two partners reviewed every case for which the firm had been retained. It was a benefit of a smaller firm, she felt, that they could all meet together in the same conference room. One of the other partners had been speaking for the last five minutes. Now it was her turn.
Sharon stared at Prescott for a moment. He was sixty-four but seemed much younger, and he was quite dapper in the matching bow tie and suspenders. As the senior and managing partner of the firm, he was responsible for strategic planning and administration. Despite Prescott's extra duties, he still managed to originate more business than any other attorney at Cleveland, Miller and logged more than his share of courtroom time. Brilliant, tire- less, and quietly commanding, Prescott had guided the firm to national prominence as litigation specialists over the past twenty years. He liked her, but more important, he accepted her, and he continually placed significant responsibility in her hands.
Sharon felt the eyes of the partnership upon her. "Wait a minute."
Sharon glanced up from her notes. The speaker was Lyle Frames, an overweight, balding man who appeared older than his forty-four years.
He whined when he spoke and was not generally liked by the other partners. But he was a stickler for details and was always one of the top earners at the firm. "What is it, Lyle?" Prescott cut in.
"Turner, I don't remember a discussion at any of the new business meetings with respect to Bradlee." "There was no discussion, Lyle. I made the decision unilaterally. It is a terribly important case, and it was absolutely essential that confidentiality remain strict until this time. Anyone have a problem with that?" Prescott scanned the room.
But Frames would not let it go. "I think there should have been at least some back-and-forth about who worked on the case if it is so important." "Are you questioning my judgment with respect to using Ms. Cruz?" There was an edge to Prescott's normally smooth voice.
Frames heard the edge, and though he was a stickler for procedure, he was not stupid enough to push Prescott. Cleveland, Miller was a partnership in name only. In reality it was a dictatorship-for the most part benevolent. Frames shook his head. "Please continue, Ms. Cruz." The edge disappeared. Prescott smiled politely at her.
She smiled back and then began. "Cleveland, Miller & Prescott has been retained by the Bradlee Company to represent it in litigation with regard to a dispute involving environmental problems." Gradually the perspiration covering her palms began to dry.
She glanced up from the papers. The partners were staring at her, as she knew they would be. Ogling was a better word. She was attractive.
Short and slim with dark hair and a nice figure, she made a pleasant fantasy. She knew that. Half of them probably weren't listening to her at all, just gazing at her body. Men were so predictable.
Sharon returned to the papers before her. "Bradlee is located on the Eastern Shore of Maryland. Until a year ago, it was a dairy farm operated by a husband and wife-a small outfit, only five hundred head of cattle." "I remember reading about that." Ann Peifer, the other female partner at Cleveland, Miller, interrupted. "The entire herd was poisoned. No one could figure out what happened. That farm is located near Centreville, twenty miles south of Chestertown. Isn't that right?"
Sharon smiled at the other woman. They were close friends, out of necessity. "That's right." "Please continue," Prescott said impatiently. "As Ann mentioned, the entire herd died within a few days. With the help of local authorities, the Bradlees were able to trace the catastrophe to a poison in the cattle's water supply.
Fortunately, the barns' wells were supplied by a different underground stream than was the Bradlee home. Anyway, the authorities found that the underground stream from which the well drew its water was poisoned.
However, they were unable to locate the source of the contamination.
"The Bradlees were ruined. They had business-interruption insurance, but the insurance company had gone bankrupt, and as it turned out, the insurance broker had been simply pocketing their checks. He never told them that the insurance company had gone down.
"The insurance broker is now in jail, but the Bradlees were unable to collect anything from him. They were forced to declare bankruptcy themselves. They were completely wiped out as a result of this."
Sharon paused and looked up.
The partnership was breathless. They trusted Prescott. They knew there was more to this than just the death of a dairy farm. They sensed a deep pocket from which the Bradlees could extract a huge sum of money and, more important, from which Cleveland, Miller could extract its pound of flesh.
Sharon continued. "Several months after the cattle died, Roger Bradlee received an anonymous telephone call. It came at night, and it lasted only about thirty seconds. The caller simply told him that they ought to dig in a certain place on the farm next to theirs. That if they did, it might be the answer to their prayers."
The room was as quiet as a tomb. "Bradlee and his two sons went out immediately with a frontend loader to the spot. Apparently the caller was very specific with respect to the location. They didn't bother calling the Parker family, the owners of the property, because they were afraid that if they notified the Parkers, whatever the anonymous caller had told them about might somehow disappear. As it turned out, they didn't have to worry. It only took the Bradlees about fifteen minutes to find what they were looking for." Sharon looked up again.
The partners were on the edge of their seats.
"Fifty-five-gallon drums filled with toxic waste." There was a collective murmur from the partnership. Sharon continued. "As soon as they hit the first few drums, Roger Bradlee had the good sense to stop digging. He sent one of his sons into Centreville for the authorities.
He sent the other one home for shotguns and rifles. Somehow he knew that he had uncovered something very big and very bad. Something for which a number of parties were probably responsible and probably would do anything to cover up. He also realized that this might be his family's salvation, and he did not want it to slip away. The site was on a fairly remote part of the Parker property, so no one saw them working. "The local sheriff was at the site in a half hour. He determined that there was indeed cause to investigate further and obtained a search warrant from the local judge at three in the morning, enabling him to proceed. He then called members of the Environmental Protection Agency and the Maryland Environmental Safety Board at home.
Woke them up out of a sound sleep. At five in the morning, the EPA arrived, and by four that afternoon they had discovered over five hundred fifty-five-gallon drums filled with some of the nastiest stuff known to mankind."
Grover Tipton intervened. "So the Parkers were using at least part of their property as a hazardous-waste dumping site." "Well, someone was using the property that way. The practice has become widespread on the Eastern Shore. It's still pretty desolate out there. Mostly dairy cattle, chicken farms, and crops. The locals have figured out that they can bury a couple of loads of hazardous waste on their property and make more from that in a night than they can farming all year. And with a lot less effort."
Lyle Frames broke in. "So then the Parkers allowed someone to dump toxic waste on their property for a fee?" "The Parkers have owned the land for years. They claimed to know nothing about the site. They own about four thousand acres outside of Centreville, and they said that someone must have directed trunks to that location and buried the waste without their knowledge. It seems far-fetched that they wouldn't know, because it would take lots of truckloads to transport five hundred drums. But to give them the benefit of the doubt, it is a very remote location. I visited the farm. Of course, the EPA doesn't believe they didn't know. The EPA has searched the entire property with metal detectors, but they haven't found anything else yet. The EPA has also searched another two thousand acres the Parkers own farther down the Eastern Shore, near Cambridge. But they've found nothing there either.
The IRS is performing an audit to review the Parkers' cash receipts over the past few years. They are looking for unusually large deposits."
94The poison in the Bradlees' water supply. Did it come from those drums?" Frames asked. Tests carried out by the EPA show conclusively that the waste in the cattle's drinking water was the same as was contained in the drums on the Parker land. And it gets better.
The EPA tracked the underground stream that supplied the Bradlees' cattle herd. It went directly beneath the illegal dump site, at a depth of less than a hundred feet." "Were the drums leaking?"
