Shades of Fortune

by Birmingham, Stephen;

With his back to her, he bends forward slightly, spreads his cheeks with his fingertips, and farts. “So much for your contract,” he says. Then he walks into the bathroom, and a moment later, she hears the shower running.

  “He was very—evasive,” Mimi says to Badger. “That’s the only word I can think of to describe it. Evasive. He kept trying to change the subject. He kept trying to play dumb. ‘Is that how much of your stock I own? Golly!’ He’s very clever. I don’t trust him, Badger. I genuinely think he’s after us. In fact, I’m positive he is.”

  He nudges his chair closer to her desk and rests his shirt-sleeved elbows on her desktop. “I’ve been thinking about this,” he says, “and I think I’ve come up with a plan that could stop him in his tracks.”

  “What is it, Badger?”

  “Privatization.”

  “You mean—?”

  “Exactly. We go private. We become a private company again.”

  “But we have thousands of stockholders, Badger.”

  “There are two ways of doing it,” he says. “The first would be for the family to offer to buy back the stock from individual stockholders—at an attractive price, of course, that would have to be somewhat higher than the market. I don’t need to say that this would cost us a lot of money. But there’s another way, besides a buyback, that would be much simpler … and cheaper.”

  “Oh? What’s that?”

  “Telescope the stock. I’m talking about a reverse split. It’s not unheard-of. Instead of buying back publicly owned shares, we’d convert them. Every one thousand shares of old stock, for instance, would be converted into one new share. Holders of less than a thousand shares would be paid in cash for their holdings—again, at an attractive price. Right now, individual members of the family own, collectively, about thirty percent of our stock. Various family trusts vote another ten percent. That leaves sixty percent, more or less, in public hands. But remember that a lot of our stock is owned by people who own just one or two hundred shares, or odd lots. With these small shareholders bought out, the family would be majority owners of the company, and nobody could touch us. Also, a reverse split would bring the number of stockholders to under three hundred people, and you know what that means.”

  “The SEC …”

  “Exactly. A company with less than three hundred stockholders is not subject to SEC regulations. The company would be deregistered. Do you realize how much money that would save us annually? Hundreds of thousands saved each year, by not having to report to the SEC, and not having to comply with the regulatory requirements of being a public company.”

  “I see what you mean,” his mother says carefully.

  “So several things would be accomplished all at once. The family would control the company, with no regulatory agency hanging over its shoulder telling us what to do. The company’s management decisions would be simplified by not having to defer to a lot of different outside stockholder interests. With a larger share of the company in our hands, we could find ourselves a good deal richer. Also, if at some future time we decided to sell this company, we could name our price. And, finally, Mr. Michael Horowitz, with his lousy four-plus percent of the stock, would find himself out in the cold, wondering what hit him.”

  “Byzantine,” she says. “Byzantine, the way your mind works, Badger.”

  Badger sits back in his chair, looking pleased with himself. “Thanks, Mom,” he says.

  “Of course a reverse split would have to be approved by a majority of stockholders. Which may not be easy.”

  “But which may not be that hard, either. How many small stockholders even read that proxy material they get in the mail? Most of those proxies go straight in the wastebasket.”

  “But a failure to vote is counted as a vote against the proposal.”

  “I’ve thought of that, too. It’s all a question of how the proxy is worded. If it’s worded as a vote against privatization, those who don’t vote could push our plan through. Meanwhile, the holders who have large blocks of shares have nothing to lose, either way. Whichever way the company goes, the dollar amounts of their investment stay the same. In fact, we may be able to persuade some of these large shareholders that they have a lot to gain from a negative vote.”

  “And Mr. Michael Horowitz? I have a feeling he reads his proxies very carefully.”

  He smiles. “That,” he says, “is when the fun will start. That’s when things may begin to heat up a bit. That’s when we’ll see what his true colors are—if he starts trying to line up other stockholders against our plan. That’s when we’ll see if this is going to be a little scuffle, or an all-out war.”

  “It’s going to cost us money, isn’t it.”

  He spreads his hands. “Sure. Some. But worth it, maybe?”

  “How much? How much exactly?”

  “Look,” he says, “I haven’t done a feasibility study on this, you know. I’m just suggesting this as an idea—an idea that would make it impossible for anybody to take us over. Horowitz, or anybody else. An idea whose time has maybe come. You see, this is what I think. I think that when you took this company public back in nineteen sixty-two, it was a brilliant move—at the time. You saved us from what looked like certain bankruptcy. But this isn’t ’sixty-two, it’s ’eighty-seven—the age of the takeover. Privatization could be a second brilliant move, in light of what’s happening to companies like ours today. Look at Revlon, Germaine Monteil, and Charles of the Ritz—all bought by Ron Perelman in the last two years. Look at Giorgio, bought by Avon. As far as financing goes, we could get it. We’d have no trouble finding somebody on Wall Street who’d underwrite us. Who were the underwriters in ’sixty-two?”

  “Goldman, Sachs.”

  “Hit some of those boys again!”

  “All right,” she says. “Let’s go ahead. Let’s do a feasibility study. Find out how many major stockholders are involved. Find out how many small shareholders we’d need to buy out. Find out how much it will cost. Sound out an underwriter. Find out—”

  “Okay, but there are two things we’ve got to agree on before I even leave this room.”

  “What’s that?”

  “First, this has got to be kept absolutely confidential—between you and me, period. If word hit the street that we’re even thinking of such a move, our stock would go crazy. No one should even know that you and I have had this conversation. I mean, for the time being I wouldn’t even tell Dad.”

  “I agree.”

  “And, second, every family shareholder, at some point down the line, must be in unanimous agreement with the plan, if we’re going to pull it off at all. Every family shareholder.”

  “Including the Leo cousins, you mean.”

  “Exactly. Those mysterious Leo cousins none of us has ever met. We’re going to need to get them on our team.”

  She sighs. “The damned Leo cousins, who’ve been taught from the time they were in diapers that I run a kind of evil empire. That anything the Adolph Myerson branch of the family wants to do has got to be to their disadvantage. That if we’re for it, they’re against it. That’s going to be a tough one, Badger.”

  “The Leo cousins are going to have to be reintroduced to their Adolph cousins. Someone’s going to have to raise a white flag. They’re going to have to be persuaded, one at a time, that coming back into the family fold will not only be to their distinct advantage, but that it may also save their skins—vis à vis what our friend Horowitz seems to be up to.”

  “And how, pray, do we accomplish that?”

  “The Leo cousins all have names. They have addresses and telephone numbers. Quite a few of them live right here in Manhattan. Some of them we may have been passing on the street, every day.”

  “But how do we approach them?”

  Slowly, he points his finger at his mother. “Who’s the salesperson extraordinaire?” he says. “Who’s the famous charmer, the famous diplomat? Who’s the Great Persuader in this company?”

  She laughs, a little uncertainly.
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br />   “And what better way to persuade the mysterious cousins than by explaining to them that you’re about to launch the most exciting new fragrance in the world?”

  “Oh, Badger, do you really think it will be?”

  “I said you’ve got to persuade them that it will be.”

  “But what if it flops? Mark’s very nervous about this ad campaign. It could backfire on us—the disfigured face. If that happens, we could be left with fifty million dollars’ worth of—”

  “Shit on our face. But we’re not going to let that happen, are we?”

  Mimi hesitates. “But what if—” she begins, “—what if Michael is telling the truth? What if he isn’t after us at all? We’d be going to all this effort and expense for nothing.”

  His look at her is incredulous. “What are you talking about?” he says.

  “I mean he told me he has no interest in the beauty business. Doesn’t understand it, has no interest in it.”

  He continues to look at her wide-eyed. “And you believed that?”

  “Well, there’s a possibility he’s sincere, isn’t there?”

  “Michael Horowitz, sincere? The guy’s famous for dirty deals!”

  “But what if he’s just playing games with us, a kind of cat-and-mouse game, Badger?”

  “But what the hell for? From what I know of this guy’s reputation, he doesn’t go into a deal for fun and games. When he buys something, it’s because he wants it.”

  “But he denied this. He said—”

  “I can’t believe I’m listening to this!” he says. “A minute ago, you were all fired up about this. All at once you’re waffling!”

  “I’m not waffling! I’m just saying—”

  “A minute ago, I heard you say you didn’t trust this character! I heard you say you were positive he was after us! Now you’re saying he’s maybe a good little Boy Scout, after all!”

  “I did not say he was a Boy Scout! I said, can we give him the benefit of the doubt?”

  “Playing devil’s advocate? For that little kike bastard?”

  “Don’t ever use that term in front of me!” Suddenly she is very angry. This is something she is famous for never doing, losing her temper.

  “Well, that’s what he is, isn’t he? His father was a caterer in Queens!”

  “And my grandfather was a housepainter in the Bronx,” she says, just as furiously. “Is that better than a caterer in Queens?”

  “Yes, god damn it!” he shouts. From the anteroom outside Mimi’s office, there is the sound of Mrs. Hanna, Mimi’s secretary, rather conspicuously clearing her throat. Mimi hears this, rises quickly from her desk, goes to the door, and closes it, leaning her back against it.

  “Is this something they taught you at Yale?” she says through clenched teeth. “To talk like a bigot and a snob?”

  “They taught me to recognize a lowlife when I see one!”

  “Michael Horowitz is more of a gentleman than you are. And a better Jew.”

  “Me? A Jew? Don’t give me that crap!”

  “Why do you think you weren’t taken into Skull and Bones? Because you’re a Jew. The captain of the golf team, but you weren’t taken into Skull and Bones!”

  “You’re full of crap! You know why I wasn’t tapped for Bones? Because Tony Beard blackballed me—after I saw him move his ball from a bad lie in the semifinals, that’s why! If the Myerson half of me is Jewish, the other half is Protestant. And I’ve never been inside a synagogue in my life.”

  “You might try. You might learn something, because you’re a Jew. Jewishness comes from the mother. It comes from the mother’s milk.”

  “I can’t believe I’m listening to this crap,” he says. “Next thing you’re going to tell me is that you breast-fed me, for Chris-sake.”

  “As a matter of fact, I did. Though I don’t expect you to remember it.”

  He averts his eyes. He rises, crosses to the window, and stands, his hands thrust deep in his trousers pockets, his back to her, looking out at the afternoon. “Anyway,” he says, “we weren’t talking about breast-feeding. We were talking about why you can’t seem to make a business decision, which is supposed to be your goddam job.”

  “My job,” she says, and for the first time her voice has the beginnings of tears in it, “has involved a bit more than that, you might want to remember. It’s also been trying to hold this family together. It’s been trying to help my mother all these years. It’s been listening to Nonie’s complaints. It’s been trying to keep Edwee out of trouble. It’s been coping with Granny. It’s been dealing with the tragedy that was my father. It’s been trying to pick up the pieces of the shambles and mess that were left after Grandpa died, and it’s been doing all these things for years, since you were too young to know about any of these things, or even remember. That’s also been part of my goddam job.” Surprisingly, though tears were threatened, Mimi’s eyes are dry when she finishes saying this, and she is pleased with herself for this.

  “We weren’t talking about that, either. We were talking about a New York wheeler-dealer who’s showing every sign of wanting to take over this company in a very unfriendly way—a guy you said you positively did not trust.”

  “And you’re watching me have second thoughts about him. You see, I think … I think Michael admires us in a certain way. I think he’d like to feel he’s a part of us—not a big part, but a little part. Maybe that’s all it is. Michael has his sweet, kind of boyish and innocent side. He’s not all bad.”

  He turns and faces her, and whistles softly. “Hey,” he says, “what’s going on here? Did this guy seduce you, or what?”

  “Of course not!” she cries. “What a ridiculous thing to say.”

  “By golly, I think he must have! This guy who’s managed to lay every good-looking broad in town.”

  “Are you implying that I am one of Michael Horowitz’s broads?” They are shouting at each other again.

  “That’s gotta be it: that baby-face got to you. You were taken in by those baby-blue eyes and cute little dimples! You’ve goddam fallen for the little prick!”

  “Shut up, Badger! I will not listen to this garbage!”

  He slams the palm of his hand on the windowsill. “Then stop waffling, Mom! Because that’s what you’re doing, waffling. Make up your effing mind. Is this guy a snake, or isn’t he? You’re the one who had lunch with him. Me, I’ve never met the creep!”

  “The lunch was your idea, not mine! You’re the one who got me into this mess, you know!”

  He stares at her. “All I know,” he says, “is that I’m talking to someone I used to think was a pretty smart lady, but who suddenly isn’t making a hell of a lot of sense.”

  “Are you questioning my judgment?”

  “If you want an honest answer—yes.”

  She is pacing now, shoulders hunched, back and forth across her office carpet, like a sleek leopardess circling her prey, but her voice is wondering. “I wanted this company,” she says, “not for myself, but for you. I always wanted it for you, to take over someday from me.”

  “That’s a lot of self-righteous, self-pitying crap.”

  “But maybe I was wrong. Maybe this company isn’t for you. Maybe you find it … humiliating, to be working for a woman, and a woman who happens to be your mother in the bargain. Maybe that’s it. Maybe it’s time for someone new, someone like Michael, to come in and take this company over. Maybe that’s why I can sympathize, a little, with what Michael says he wants.”

  “More self-righteous, self-pitying crap.”

  “I’m losing you, aren’t I, Badger. I can feel it, that I’m losing you. I feel it in the terrible things you’ve said to me today. I’m losing you. I feel you slipping away from me.”

  He moves toward her and takes her by the shoulders, turning her so that she faces him. “Listen to me,” he says quietly. “All I know is that Horowitz is a fighter, and a fighter who, if he has to, doesn’t mind fighting dirty. All I’m saying is that if you’re goin
g to have to fight him, you’re going to have to be prepared for a dirty fight. You’re going to have to go after him with a killer’s instinct. Where’s your killer instinct, Mom? It was old Adolph’s killer instinct that built this company, wasn’t it? The way he went after the Revsons, after Arden, after Rubinstein. If you’re going to find yourself in the ring with Horowitz, you’re going to have to decide what you think of him. Because if there’s going to be a fight, and if you’re going to win it, you’re going to have to go for the jugular.” Suddenly, he thrusts out his lower jaw sharply and, in the same motion, tosses a lock of sandy brown hair from across his forehead. “You’re going to have to hate him! You’ve got to be prepared to hate him. So don’t let yourself fall under his famous spell!”

  “What?” she gasps. “What?”

  “I said we’ve got to be prepared. We’ve got to line up our ammunition. He’s got his toe in the door already. And once the camel gets into the tent—”

  “No,” she says, her eyes blazing. “I meant what you did just then, with your chin. Your hair. Have you always done that?”

  “I don’t know what you’re talking about.”

  She moves away from him toward her desk and slumps limply in her chair, feeling faint. “You’re right,” she says. “Michael has no right owning any part of this company. Do your feasibility study. Do it as quickly as you can. Get the cousins’ names, addresses. I’ll contact them. We’ve got to get rid of Michael Horowitz as fast as we can. I think you’re right. He’s a dangerous man.”

  “You’re the boss,” he says.

  “And you’re the next boss. Remember that.”

  The slim, stylishly dressed woman swings out through the 50th Street door of Saks Fifth Avenue and immediately an alarm goes off.

  A uniformed guard steps toward her. “Excuse me, madam,” he says politely, “but may I just glance at the contents of your shopping bag?”

  “What?” she says in a cultured voice. “What did you say?”

  “I think,” he says, “that one of our salespeople may have neglected to remove the magnetic tag from one of your purchases. It caused the alarm to sound. If you’ll just let me look at the contents of your shopping bag, I think we can locate the problem.”