by Stuart Woods
Jake drew himself up to his full, seated height. “In that case, Erik, you knock them off. I work for you, but I’m not going to prison for you.”
Macher stopped blinking, giving Jake hope. “You’re right, Jake, it’s too much to ask.”
Jake discovered that he had been holding his breath, and he exhaled in a rush. “I’m glad you see that, Erik.”
“Jake, what I need now is a partner whose loyalty to me is unquestioned, and it’s beginning to appear that you are not that partner.”
“Erik, I think that all my obligations to you are outlined in my employment agreement, and there’s nothing in it that covers murder.” Now he was afraid to inhale.
“Perhaps I didn’t make myself clear, Jake. I viewed my request as something above and beyond your employment agreement, something that would require a substantial under-the-table, and therefore tax-free, payment.”
Jake breathed again. “And what did you have in mind, Erik?”
“I was thinking of a quarter of a million dollars, in cash.”
“That’s an attractive number, Erik, if it’s a quarter of a million each.”
Macher began blinking rapidly again, but then he relaxed. “All right,” he said.
It’s not as if it were your money, Jake thought. “And it’s very unlikely that I’ll be able to do them both at the same time.” He paused for effect. “However, I’ll give it some thought.”
“Of course, Jake, this is a business that requires careful planning, both in the execution and the follow-up.”
“Follow-up?”
“By that I mean, there must be no evidence connecting me or the company to the occurrence. We also have to consider where I would be when it happens.”
“Out of town, I expect.”
“Of course.”
Macher’s secretary knocked on the door and entered, an envelope in her hand. “This just came for you, hand-delivered,” she said.
Macher gazed at the envelope as if trying to divine its contents. Finally, he opened it and read the enclosed letter.
LEGAL NOTICE OF AN EMERGENCY MEETING OF THE BOARD OF DIRECTORS OF ST. CLAIR ENTERPRISES.
“Is something wrong, Erik?”
“The chairman of the board has called an emergency meeting of the board for ten AM tomorrow, in this office,” Macher said.
“What kind of emergency?”
“It doesn’t say.”
Macher picked up the phone. “Get me Tommy Berenson at his law office,” he said.
She came back a moment later. “I’m sorry, Mr. Macher, but the woman who answered—she wasn’t his secretary—said that Mr. Berenson is not in and not expected.”
“Thank you,” Macher said.
“Do you have any idea what this is about, Erik?” Jake asked.
“No, but you and I have to put together some names for board memberships. New names.”
“Why?”
“Because I have to fire the board before ten AM tomorrow.”
33
Charley Fox was in his office after lunch when Stella buzzed him.
“Yes?”
“Norm Keller from Goldman Sachs for you.”
Keller was Charley’s last boss at Goldman. Charley picked up the phone. “Hi, Norm,” he said.
“How you doing, Charley?”
“I can’t complain.”
“I saw the announcement in the Journal. Sounds like you’ve landed on your feet.”
“If you say so,” Charley said.
“I admit, I was envious of you when you left us for St. Clair. I figured you’d double or triple your income over there. Then St. Clair got blown up, and I wondered what had happened to you.”
“Well, now you know.”
“Is that Macher character still running St. Clair?” Keller asked.
“As far as I know, but a guy like Macher could evaporate at any moment.”
“Interesting,” Norm said. “I just got a hand-delivered letter from him, offering me a seat on the board at St. Clair. The money’s good, and the use of the yacht is thrown in.”
“Interesting.”
“What’s your take on this, Charley? Should I accept?”
“Just between you and me, Norm, I’d shred the letter and say nothing to anybody about it.”
“Why?”
“I can’t go into the details at the moment, but it’s my opinion that Macher’s position at St. Clair is precarious, to say the least, and dealing with him is an even more precarious state.”
“One other guy here got the same letter,” Keller said, “and he told me that a guy at Chase Private Bank got one, too.”
“Sounds like Macher is looking for a whole new board, doesn’t it?” Charley said. “Makes you wonder why, doesn’t it?”
“Does he have the authority to fire and replace the St. Clair board at the drop of a hat?”
“If he does, it won’t be for long, Norm. My advice to you and the others is to decline. Wait and see what happens.”
“I expect that’s good advice, Charley, and I thank you for it.” He hung up.
Charley got Stone Barrington and Mike Freeman on a conference call.
“What’s up, Charley?” Stone asked.
Charley related the content of the call from Keller. “What do you guys think is going on over there?”
“My guess,” Stone said, “is that the St. Clair board has heard about the two wills, maybe from the DA, and I heard this morning that Tommy Berenson’s license to practice law has been suspended by the Bar Association, pending a hearing. Remember, the bogus will gave Macher the authority to fire and replace the board, and that must be what he’s trying to do.”
“My guess,” Mike Freeman said, “is that by this time tomorrow, Macher will be on the street, and the board will remain as constituted.”
“Well,” said Charley, “if that happens there might be some opportunities where the St. Clair assets are concerned. From what I gleaned from their computer files, the company has more than half a billion dollars in assets, all of it in just the kind of companies we’re interested in acquiring, and St. Clair has no debt. Christian was always a very conservative businessman, and it’s been a long time since he borrowed any money.”
“Very, very interesting,” Mike said. “Let’s see what tomorrow brings.”
“Call again,” Stone said, “if you hear anything new.” They all hung up.
Charley worked through the afternoon, and he was contemplating a drink when another call came in.
“Yes?”
“A Mr. Something-or-other Barnes on line one. I didn’t get the first name.”
Charley pressed the button. “This is Charles Fox.”
“Mr. Fox,” an elderly voice said, “this is Elihu Barnes. Does my name mean anything to you?”
“Yes, sir, it does. I believe you’re a banker and chairman of the board of St. Clair Enterprises. We met when Mr. St. Clair hired me.”
“You are correct, Mr. Fox, and I’m glad we don’t have to waste any time establishing my bona fides.”
“Certainly not.”
“Mr. Fox, there is about to be a major upheaval at St. Clair, and I and the other two members of our board, Mr. Maximus Quinn and Mr. George Fineman, would like to meet with you, if we may.”
“Of course, Mr. Barnes. I’m at your disposal.”
“Our usual meeting place at St. Clair is not available to us at this moment. I wonder if we might meet at your offices?”
“Certainly.” Charley gave him the address and explained the entry requirements for the building. “When would you like to meet?”
“Would six o’clock this evening be convenient for you?”
“Yes, sir, it would.”
“Then we will look forward to seeing you at that time, in your offices.” The two men hung up.
Charley reestablished his conference call.
“What’s up, Charley?” Stone asked.
“Gentlemen, the board of directors of St. Clair Enterprises is going to be mee
ting at six o’clock—in my office.”
Nobody said anything for a moment. Finally Stone spoke up. “Do you have any idea why?”
“Nothing that would make any sense,” Charley said. “I was struck, though, at how solicitous Mr. Barnes sounded on the phone. His more usual style might be thought of as imperious.”
“Charley,” Mike said, “it sounds like these gentlemen want something from you. What might that be?”
“Perhaps investment advice?” Charley hazarded. “Christian St. Clair introduced me to them at the time he hired me, and he spoke to them of his hopes for me at St. Clair.”
“Sounds like you impressed them,” Mike said.
“Well,” Stone said, “let’s talk about what Charley might want from the board.”
“How about their company?” Charley said. “I’d like for Triangle to own that.”
“I doubt if that’s up for grabs, but let’s take a look at their assets. Do you have a list?”
“I do.”
“Then why don’t you run over that list before your meeting and see what plums you’d like to pick from their tree, and what each of them is worth to us.”
“I can think, right off the bat, of two of their assets I’d like to own.”
“And what are those?” Mike asked.
“Their building,” Charley said, “and their yacht.”
“I’ve been aboard the yacht,” Stone said, “and it is gorgeous—made me salivate just to be on her. And she’s brand-new, built in a small yard in Maine that Christian bought just to build the vessel. He told me the yard is already turning a profit, working on antique and traditional yachts.”
“And what about the building?” Mike asked.
Charley spoke up. “It’s a very large town house, maybe seventy-five feet wide, in the East Sixties. Beautifully renovated and decorated. It has an apartment upstairs, which was Christian’s, another, smaller one for his secretary, maybe a dozen bedrooms, most of which have been converted to offices, and a garage on the lower level that will hold a dozen cars. It has a living room ideal for large cocktail parties, a dining room that will seat at least twenty, a beautifully designed garden out back, and a gorgeous library, which Christian used as his office.”
“Both of those assets sound very desirable,” Mike said.
“Listen, I’d like for both of you guys to be in the building while I’m talking to the board. I might need you on short notice.”
“I’ll come over,” Stone said, “and have a drink with Mike while you have your meeting.”
“We’ll be available,” Mike said.
“Be prepared to improvise,” Charley replied, and ended the call.
34
The three-man board of directors of St. Clair Enterprises arrived, as one man, precisely at six PM. Charley figured they had all come in the same limo. Hands were shaken and acquaintances renewed. Charley seated them all in his collection of leather furniture.
“Mr. Fox,” Elihu Barnes said, “I will come directly to the point, if I may.”
“Certainly you may, sir,” Charley replied, with appropriate deference.
“After a long and substantive discussion,” Barnes said, “we would like to offer you the position of chief executive officer of St. Clair Enterprises.” He held up a hand to deter protestations. “In our years of serving Christian St. Clair, we found him to be an excellent judge of both competence and character, and we were all impressed when he introduced us to you.”
Charley allowed himself to breathe again. “Thank you, sir.”
“Before Christian met his untimely death, he had not expressed to us any sort of idea of succession, and then Erik Macher came to us with a will appointing him CEO with extraordinary powers over the board. We have since learned that the will was fraudulent, concocted with the collusion of Thomas Berenson, our former corporate counsel.”
Charley had noticed that Berenson was not present.
Barnes took a sheet of paper from his briefcase and handed it to Charley. “This is our proposal for authority, compensation, and perquisites. Please take as long as you like to peruse it.”
It took Charley about six seconds to take it in, but he pretended to take longer. “Gentlemen,” he said, “this is generous. As you may know, I have entered into a partnership with Mr. Michael Freeman of Strategic Services and Mr. Stone Barrington, a partner in the law firm of Woodman & Weld.”
“We all read that in the Wall Street Journal,” Barnes replied.
“If I may, I would like them to join us in discussing this matter.”
“Of course, if you wish.”
“If you will excuse me for a moment.”
“Certainly.”
Charley left the room and called upstairs from his secretary’s desk. Mike Freeman answered, and Charley requested to be put on speakerphone.
“Go,” Mike said.
“They’ve offered me the CEO job at St. Clair,” he said.
“And what do you intend to do?” Stone asked.
“I think we should make them an offer for the company,” Charley said.
“What sort of an offer?” Mike asked.
“I’ve been through the assets and the profit-and-loss statements, and I value them at about seven hundred million, including the building and yacht. I propose that we offer them half a billion for the lot. We can then dispose of the companies at our leisure and make a lot of money.”
“Mike?” Stone asked.
“Good idea,” Mike replied.
“Charley, you have our agreement,” Stone said, “but we shouldn’t buy the company, since we’re not aware of what sort of liabilities it may have. Make the offer for the assets only.”
“Right, now get your asses down here pronto!” Charley said. He hung up and waited another minute before returning to his office. “Mr. Freeman and Mr. Barrington will be here shortly,” he said, dragging a couple of chairs over from his desk to the seating area.
As he resumed his seat there was a knock at the door, and Mike and Stone entered. Charley made the introductions.
“Gentlemen, may I continue?”
“Yes, please,” Barnes replied.
“Regretfully, I must decline your generous offer.” He gave them a moment to rearrange their faces. “However,” he said, “the Triangle Partnership, that is, the three of us, would like to acquire all the assets of St. Clair Enterprises.”
Barnes exchanged glances with his fellow board members and received an almost imperceptible nod from each, which indicated to Charley that they had previously discussed this move.
“What is your offer, Mr. Fox?”
“We offer half a billion dollars for all the company’s assets, including the building and the yacht.”
After a brief pause, Barnes said, “We have discussed this possibility, and we concur in our belief that a more acceptable offer would be six hundred million, the value of the assets being what it is.”
“I can understand your feelings in the matter, gentlemen. You could certainly hire a firm like my previous home, Goldman Sachs, to come in, value each property separately, and dispose of them piecemeal. Alternatively, they could seek a buyer for the entire company, but I’m sure you realize that either process would consume many months of your time and many millions in fees and costs. We offer an immediate purchase, to close in, say, thirty days, and we will assume the responsibility of the preparation of the documentation for the sale, to be approved, of course, by your new counsel. Have you chosen one yet?”
“Frankly,” Barnes replied, “we were considering offering Mr. Barrington that position.”
“Thank you, gentlemen, but our offer would make that a conflict of interest. I could recommend someone, if you like.”
“Mr. Fox, may we withdraw to your waiting room for a moment to discuss the matter?” Barnes asked.
Charley stood, and so did Mike and Stone. “Certainly,” he said, and they waited until the board had closed the door behind them before sitting again.
&n
bsp; “They’re not going to take the offer,” Mike said.
“I don’t think so, either,” Stone replied. “Suppose we offer them another fifty million?”
“Agreed,” Mike replied, and Charley nodded.
“It was a smart move to offer the legal work,” Stone said. “I can get that done wholesale.”
“I figured you could,” Charley replied. “I wanted to make it as easy for them as possible.”
The door opened, and the three men returned. They didn’t sit down, which worried Charley. “Gentlemen,” Barnes said, “the board has voted to accept your offer.”
Everyone broke out in smiles, and handshakes were exchanged all around. Charley produced a bottle of champagne from his bar, and toasts were drunk.
“I must say, Mr. Fox,” Barnes said, “your offer took us somewhat by surprise, but I must admit that in making it, you confirmed our judgment of you. We are all sorry that we will miss the opportunity of working with you in years to come.”
“Gentlemen,” Charley said, “I believe that is the highest praise I have ever had.”
When their glasses were empty, the group adjourned, and the board departed.
Mike grabbed Charley and hugged him. “This must be the most spectacular first week of any investment firm ever,” he said.
Stone patted Charley on the back and said, “At the risk of being too late, why don’t we run over that list of St. Clair’s assets? I’d like to know exactly what Charley has gotten us into.”
35
Stone tossed the documents onto the coffee table. “Charley,” he said, “I think you’ve done a great job of placing values on these companies. In fact, I think you’ve been a little conservative. I believe they might be worth fifty or a hundred million more.”
“I’ve been looking at these values since I joined St. Clair,” Charley said, “so I’ve had plenty of time to come to my conclusions. However, I hope you are right. Now, how are we going to come up with half a billion dollars?”
“Mike and I have been talking about that,” Stone said, “and I think we have a way forward. Mike and I can come up with seventy-five million each from our own resources.”
“And go to Marcel duBois and your lottery winner for the rest?”
“No. As you may know, my late wife, Arrington, had been previously married to the actor Vance Calder.”