The twelve apostles, p.24

The Twelve Apostles, page 24

 

The Twelve Apostles
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He examined himself in the mirror. She was right. A thin white line, not unlike a highway divider, lined both his lips. He wet a towel and dabbed away the telltale marks.

  Like many other American business executives, Murray suffered from stomach ulcers. He existed on a bland diet except for brandy, which he drank with milk. He also consumed an unending supply of chalky liquid medicine, which, no matter how carefully he swallowed it, always seemed to leave its residue on his lips, a badge of the businessman’s disease.

  He took one more critical view of himself in the glass, straightened his tie, then marched forth, his stomach burning.

  His secretary looked up and smiled her approval. She was a good woman, efficient to be sure, but aging and unattractive. He had selected her himself.

  Murray walked down the long hallway to the corporate boardroom.

  Another emergency meeting of the board of directors had been called by Edwards. Calling a meeting was usually the responsibility of Gus Murray, but Edwards hadn’t even consulted him this time. All the members of the board had been hand-picked by the old man. They did exactly what he told them, no matter who called the meeting. They were all assembled in the boardroom and waiting.

  Reluctantly, Murray opened the leather-covered doors and walked into the meeting. The room originally had been used as the main mixing room for Brown and Brown’s magic elixir; now the long, windowless vault served as the board’s base of operations.

  They were all seated, including the company’s four vice presidents plus a stranger. An equal number sat on each side of the very long, antique, polished table. Teddy Edwards occupied the head chair. His old, wizened face looked, from a distance, like a skull.

  “Sit down, Murray,” the old man commanded irritably, as if he were late, which he wasn’t.

  Murray took a chair next to Eleanor Baumgardner, the senior board member. Mrs. Baumgardner was almost as old as Teddy Edwards. Her hearing was severely impaired, but she was a nice quiet woman, and Murray liked her. She was one of the few board members whom he did like.

  “You’ve all seen the newspapers,” Edwards chirped in his high, crackling voice. “It seems that Brown and Brown is under attack.”

  “What’s that?” Mrs. Baumgardner asked.

  Edwards stared at her angrily. “I’ll tell you later, Eleanor!” he shouted in his shaky voice.

  She smiled and nodded, happy to be recognized and secure in the knowledge that whatever happened at the long table would eventually be explained to her.

  “As I say, we’re under attack.”

  Edwards launched into a lengthy explanation of John Norman Scott’s audacious scheme to take over Brown and Brown. He glared at Murray, who had raised his hand. “What is it?”

  “I don’t believe Scott said anything about a takeover. He says he’s going to try and make a proxy fight, to get enough votes to oust the present management.”

  Edwards’ eyebrows raised in exasperation. “Is that all you think this is, Murray, a proxy fight?”

  “Isn’t it?”

  The old man’s eyes narrowed. His voice was taut with disgust. “No, it is not a proxy fight. Oh, that’s how he’ll start it, but he intends a hostile takeover of this firm, lock, stock and barrel.” He sat back in the high-back chair and glared down at the others seated at the table. “What makes us so damned attractive is all that valuable land we have. It is a bankable asset and Scott knows it.”

  Murray felt himself flush. The burning in his stomach increased.

  Edwards’ eyes remained fixed on Murray as he spoke. “Now, if you think your store is going to be robbed, what do you do? You hire a policeman to protect you—at least you do if you have any sense.”

  He gestured toward the stranger. “This is Mr. Emerson Becker, of Becker, Sloan and Kettering, a law firm specializing in the prosecution and defense in hostile takeover matters. You may have read in The Wall Street Journal—those of you who do read—that Mr. Becker is called the ‘gunslinger of Wall Street.’ A reputation richly earned, I’m informed. This whole business is going to get very nasty before it’s done,” Edwards continued, “and I wanted our company to have the very best to protect our interests.” His eyes were distant, almost dreamy. “I have been entrusted by my family to protect this firm—our firm—and I am not going to allow some half-ass interloping buccaneer like Scott to come in here and ruin everything it has taken my family almost a century to build. There is absolutely nothing I won’t do to stop that man.” He fell silent for a minute, as if the energy expended in his passionate speech had greatly tired him.

  The others at the table were uncomfortable. They looked at each other, but each, knowing his or her future depended on the whim of the old man, remained silent.

  Emerson Becker slowly stood up. A man in his mid-fifties.

  Becker was thick-chested but athletic. His light-brown hair was receding, and he combed it over the bald spot; the effect gave him a theatrical appearance, as though he were wearing an ill-fitting wig. His expression was closer to a sneer than a smile.

  “Good afternoon, lady”—he bowed toward Eleanor Baum-garden—“and gentlemen. As your chairman said, your company is in a rather difficult position. I believe Mr. Edwards is quite correct when he says Mr. Scott’s actions on behalf of Lockwood Limited are indeed the opening maneuver leading toward a hostile takeover of this company.” Emerson Becker’s voice was a deep and rumbling baritone, good for the stage or the courtroom. “While your company is indeed the world’s largest chemical company, for the last few years most divisions have lost money. Your stock is sadly low on the board. The land that Mr. Edwards spoke about is extremely valuable and is worth upwards of two billion dollars.”

  “How much?” Mrs. Baumgarden asked, now really interested.

  Becker glared down at her as though she had just committed an unpardonable social sin, a signal to the others that he did not relish being interrupted. “Two billion,” he repeated sharply.

  He took a deep breath and continued. “Thus, you present the ideal target for a takeover. You have a cheap, undervalued stock, easily purchased, while your true worth is much more, making that stock an extremely good bargain indeed. Although the cost of a takeover is enormous, even when friendly, when it is hostile, that is, against the wishes of the present owners, a company such as yours can be seized, sold piecemeal, including the land, and a handsome profit made even after all expenses have been paid.”

  “What kind of expenses are you talking about?” Gus Murray asked. He was resentful that he hadn’t been consulted in the choice of a lawyer.

  “In order to take over a company, you have to offer to buy the shares from stockholders at a good price, one much above market. Now, after buying that stock, you break up the company, selling what you must. You need to make up for all the money you spent in buying up those controlling shares, right?”

  Several people at the table nodded.

  “That’s the biggest expense, of course. But there are others. Obviously we lawyers don’t come cheap, and companies really need us. The fees paid to investment bankers for obtaining financing are huge. Then there are the public relations people and so forth. It can add up.”

  “Shouldn’t we, ah, vote ourselves what they call a golden parachute?” Murray asked hesitantly.

  Becker looked at the others. “You all probably know what he’s talking about. It’s a resolution, binding upon the corporation and its successor, that if the takeover is lost, the officers get a handsome salary and bonus for a few years, hence the term ‘golden parachute.’”

  Old Edwards seemed to come alive, his eyes two malevolent slits. “Murray, there’ll be no golden parachutes here. You people”—he included the four vice presidents in his sweeping glance—“are going to be faced with a life-and-death situation. My family isn’t going to finance your goddamned futures. This will be a winner-take-all situation for you company officers. Either you stop Mr. Scott and his plans or you’ll be out on the street without a job, and with no money coming in. In other words, gentlemen, you have your backs to the wall.”

  Murray and the four vice presidents manfully tried to hide their bitter disappointment and panic.

  “I’m informed,” Becker, completely unruffled, continued, “that John Norman Scott has retained Nelson and Clark to represent him. In case any of you don’t know, Nelson and Clark like to think of themselves as America’s number-one law firm.” An almost sinister grin made Becker’s face even more feral. “When this is all done, we will not only take care of Mr. John Norman Scott, we will leave the famous Nelson and Clark lying in the dust. Reputations like theirs are often just puff and collapse when put to the test. This will be something of a personal contest both for me and my firm.” His last words were spoken with great relish.

  “John Norman Scott has built his reputation through these takeover actions. He has built Lockwood Limited into one of the world’s largest conglomerates by doing exactly what he plans to do to Brown and Brown.”

  Becker clasped his hands before him—an obviously practiced gesture—looking now like a schoolmaster enlightening an eager class.

  “Scott usually follows the same pattern. In the beginning, he tries a proxy fight. Of course, if he can pick up enough votes to gain control, he gets the company very cheap and makes a far greater profit when he breaks it up and sells what he doesn’t want.” He paused. “However, most companies can withstand Mr. Scott’s proxy war. He does it mainly to discredit the officers of the target company. Stockholders get nervous and will be conditioned to sell their stock at the premium price he offers later on. In other words, he poisons their minds, sows the seeds of distrust, and then later reaps the harvest of suspicion. Like a burglar, he has developed his own modus operandi. We know what we can expect of him.”

  “Shouldn’t that give us the upper hand?” Murray asked, feeling the old man’s eyes eating right into his skin.

  “It helps, but in the final analysis it’s money that talks in these matters. It’s like a no-limit poker game—you have to have as much money as the other guy in order to stay in.”

  “We can sell the land. I’ve already started the machinery,” Murray said.

  Becker slowly shook his head. “This will be a very fast track. As soon as the stockholders’ meeting is over—and that’s only a short time away—Scott will launch the takeover bid. By law he must wait a few days, and then he has only another few days to take tenders of stock. Because of the statutes and regulations, a takeover war is very fast. From what I understand from Mr. Edwards, you’ll never have a chance to sell that land in time, even if you had a purchaser available, and that’s big, very big, money you’re talking about. You’d need banks to make loans, and that takes time. Then you’d have to reinvest to protect the profit. No, as a practical matter, you don’t have time to sell that land and protect the asset.”

  “Then what do we do?” Murray asked.

  “We fight!” Edwards’ squeaky voice cut in.

  Becker’s was a cold smile. “Mr. Edwards is exactly right. That’s what you’ve hired me for. Scott will think he has taken a ride on a tiger when he tries to take Brown and Brown.”

  Murray’s face reflected his puzzlement. “A ride on a tiger?”

  Edwards almost twitched with anticipation. “It’s an old Chinese saying: It is easy to ride a tiger but you can never get off.”

  “I don’t understand—” Murray started to say.

  “If the son of a bitch tries to get off, the tiger will eat him, you idiot!” old Teddy Edwards exploded.

  Murray felt himself color. The eyes of the directors avoided his. He didn’t know if John Norman Scott was riding a tiger or not, but he felt that he, Augustus Murray, was, and perhaps this tiger would make him get off.

  His stomach felt as though hot lava were exploding within it.

  Becker ignored the exchange. “Our first battle will be over the proxies. For the most part it will be fought in the newspapers,” he continued. “I’ve hired Casey and Ambrose, a top-flight PR outfit. They’ll have an exciting counterattack in tomorrow’s papers. Mr. Scott won’t look so good when we’re done with him.”

  The attorney still kept his hands clasped, although he was apparently thrilled at the promise of battle. “The real fight will take place when he makes the takeover offer for the stock. That war will be fought primarily in the courts.”

  Old Edwards cackled. It was a sound not unlike crunching papers. “It won’t be all that hard. That Scott’s a fool. Anyone who loses his head over a fancy piece of young pussy is a bumbling moron.”

  “Piece of young what?” Eleanor Baumgarden asked.

  “Pussy,” Murray said, but she didn’t hear him either.

  Edwards’ strange laugh filled the room. “See, we aren’t the only company with idiots running the show. We’ll knock the crap out of Mr. John Norman Scott.”

  Becker’s smile became a leer. “And his Twelve Apostles, too.”

  Michael Collins had returned to Nelson and Clark, bringing with him Nancy Merriam. Dan Spencer was pleasantly surprised to see how quickly the young lawyer had organized the clericals and attorneys to begin the frantic work ahead. Spencer was also impressed to see that Nancy Merriam wasn’t just an idle spectator. She seemed to be everywhere at once, quietly taking charge, but carefully avoiding treading on any sensitive toes. Spencer noticed Michael Collins’ obvious interest in Nancy. He guessed that Collins was fast developing a schoolboy crush, a dangerous thing when the woman belonged to one of the firm’s important clients. He decided he would have to keep a wary eye on that budding relationship. There were more than enough complications to go around now, without adding anything so potentially volatile.

  Spencer made his way to his own office, took off his coat, and sat in the large leather chair. He swiveled around and studied the Manhattan scene below as he began to plan the next step. There was so much to do.

  He buzzed his secretary, who was being pressed into overtime work. “Get John Crim in Washington, please,” he said. He idly massaged his temples while waiting. He circled the fingertips, trying to rub away the growing worry. Every minute counted now, every step was crucial, not only to Scott and his company but to the firm, and absolutely crucial to his own future.

  “I’m trying,” his secretary said over the intercom, “but I can’t locate him. He’s not at the office, and his wife thinks he was going to several business meetings.” She paused. “Do they have business meetings this late in Washington?”

  “They call them cocktail parties,” Spencer replied, “but they are really business meetings. Crim tells me the truly important work of government is done there not during the day and not on Capitol Hill. Tell you what. Try the other men—either in the office, if they’re still there, or at home. Maybe one of them knows where Crim is. Tell them it’s an emergency.”

  Dan Spencer leaned back in the chair. It was essential that he contact Crim. Much had to be done before the filing of the government form in the morning. It all had to be done this night. He fought against the panic. They would somehow locate Crim. An Apostle always stayed in touch with the office. It was a rule. Crim knew that. Especially Crim, since he was really the firm’s lobbyist with the Washington establishment, and emergencies often called for his services.

  His secretary poked her head in the door. “Mr. Krotz, the former congressman, says he has a number where Mr. Crim can be reached, but he suggested that only you try it. I don’t know why.” She sounded slightly irritated.

  “Don’t worry about it. Those Washington people are preoccupied with security. The whole lot of them is paranoid. Give me the number and I’ll see if I can reach him.”

  She gave him the note, retreated, and tactfully closed the door behind her.

  Spencer dialed the number. It was a Washington area code. The telephone rang without response, and he was about to hang up when someone answered.

  “Hello.” It was the voice of a young woman. She sounded as if she’d been laughing.

  “This is Dan Spencer in New York,” he said. “Is John Crim there by any chance?”

  “Who?” she asked.

  “John Crim,” he repeated.

  “No, I mean, who is this calling?” Her voice was pleasantly melodious.

  “Dan Spencer,” he said his name again. “From Nelson and Clark.”

  “Dan Spencer,” she repeated slowly, “from Nelson and Clark.”

  “That’s right.”

  There was a pause. He heard whispers.

  “Just a minute,” she said, half-laughing.

  “Hey, Dan, how are you?” Crim’s smooth voice floated from the receiver.

  “Busy. I hope I haven’t caught you at a bad time. We tried the office and then your home.”

  “No problem. How did you get this number, incidentally?” Crim sounded very relaxed.

  “Joe Krotz had it. My girl told him it was an emergency.”

  Crim chuckled. “Listen, Dan, I’d appreciate it if you’d just forget this number, if anyone asks, tell them you contacted me at the Hungarian Embassy. There’s a big party there tonight. Now, what kind of emergency have you got up there?”

  Spencer wondered what she looked like. “It’s hot, John. We have a 13-D Disclosure Schedule to file with the Securities and Exchange Commission tomorrow morning. It’s overdue, and that could ruin something very high in the wind if the commission balks or stalls.”

  “What’s going on?” Crim asked. “The commission doesn’t give a damn about small technicalities.”

  “I’d prefer not to discuss it over the phone, John.”

  He heard the exasperated gasp at the other end of the phone. “Look, Dan, I want to be obliging, and apparently you want something from me, but I have to know what’s going on before I know what to do.”

  “We’ll need you to contact the commissioners tonight and sort of prepare the way.”

  He snorted. “Hell, they’ll get sore. They have private lives just like I once had.”

  “I said I was sorry to bother you, John, but this is top priority.”

  There was a pause. “Look, I’m not just a flack down here, do you realize that? I’m one of the main partners, one of the Apostles. Now, as I recall the articles of partnership, if anyone gives orders around here, Dan, it’s supposed to be me. Am I making myself clear?” The words were spoken pleasantly enough, but the message was clear.

 

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