by Janet Dawson
“I was working on my master’s in history at Cal State, about two years ago,” Diana said. “I took a course in public history, and for a research project I decided to do a corporate genealogy of Bates.”
“History? You must know my father, then. Timothy Howard.”
“Dr. Howard’s your father? You’re kidding. He was my advisor.” Diana laughed. “God, it’s a small world. So small you keep tripping over people.” When she looked at me now, I could see that a thaw was underway. “Last fall I spent two or three days a week at Bates, over a period of about two months, in the legal department primarily. They have all the old minute books of Bates and its subsidiaries and all the companies it bought over the years. My hours on the project varied. I met Rob, of course, since he worked in the legal department. We started eating lunch together. We’d pick up something at a deli and walk along the estuary there at Jack London Square. After awhile he asked me out.”
“Do you know anyone else in the legal department?” I asked.
She shrugged. “Just Alexander Campbell, the general counsel. My father was an attorney, and he was general counsel before he died. That’s when Alex took over. Mother’s known him for years. And of course, with Uncle Jeff giving the thumbs-up, all doors were open. Anyway, Rob and I got more involved after I finished the project and moved on to work on my thesis. Rob was a little more serious than I was. He asked me to marry him on Valentine’s Day. I said yes, but I began having second thoughts. When I broke it off, Rob was disappointed, but hopeful that I’d change my mind.”
“But you didn’t.”
She shook her head again, and I thought I saw a faint hint of regret in her eyes. “No, I didn’t. So now he’s dead.”
“Do you know anyone at Bates who might want to kill him?”
Her eyebrows went up. “Now that’s an interesting question. What prompted it?”
I leaned back in my chair. “Rob came to see me a week ago. All he said was that something was going on at Bates that shouldn’t be happening and he was planning to blow the whistle.”
“Something illegal?” Diana asked, eyes widening.
“Unfortunately, he didn’t give me any additional information. He’d also received an anonymous note, warning him to back off from whatever he was doing. Evidently he didn’t.” I shook my head. “That’s all I have to go on. So I’m back to my original question. Do you know anyone at Bates who might want to kill Rob Lawter?”
Diana Palmer had been staring at me over the rim of her coffee cup. Now she set it down with a resolute thump.
“No, I don’t. But if anyone can give you the lowdown on Bates, it’s my mother.”
Eleven
“I’M NOT SURE HOW I CAN HELP,” BETTE BATES PALMER told me later as I sat on her patio, watching the midday sun turn San Francisco Bay into a pool of glittering silver and gold.
She was a big handsome woman in her late fifties, with shoulder-length salt-and-pepper hair. Her athletic body looked comfortable in khaki slacks and a sleeveless yellow shirt, and the tanned skin of her arms and face told me she spent a lot of time outdoors.
She lived on Euclid Avenue in North Berkeley, just past Codornices Park and the Rose Garden. Her big square stucco house was painted white and had a red-tiled roof and lots of curlicues near the eaves. The front of the house was smack up against the street, with a half-circle drive and not much in the way of a front yard. From the rear, however, there was a spectacular view framed by the Monterey pines that grew along the property line. Between the tall green trees, I could see the fog moving through the Golden Gate Bridge, and Mount Tamalpais looming over Marin County.
I wasn’t sure she could help, either, but it was worth finding out what she might be able to tell me. Diana had made the phone call from the Oakland Museum, to see if her mother was home. I had driven from there straight to Berkeley, after extracting a promise from Diana for a copy of the Bates corporate genealogy she’d put together.
Now we sat in Adirondack chairs on the flagstone patio, enjoying the warm September sun and the spectacular view, surrounded by weathered redwood planters full of red and pink geraniums, yellow daylilies, and orange marigolds. Mrs. Palmer, who insisted I call her Bette, had opened a bottle of merlot to go with the pungent Stilton we were spreading on crackers. I sipped the red wine, then set the glass on a nearby table.
“I haven’t had much to do with the company for more than a year,” Bette continued. “Certainly not since Rattlesnake and Viper took over.”
“Rattlesnake and Viper?” I repeated, not sure I’d heard her correctly.
Bette flashed a sardonic smile and lifted her wineglass in a mock salute. “Better known to the fawning minions of Wall Street as Rittlestone and Weper.”
While she swallowed a mouthful of merlot, I digested the tidbit she’d just handed me. Carol Hartzell, Rob’s sister, worked for the same company that had taken over the firm that had employed her brother. Was this a coincidence, or a piece of the puzzle?
“Those scumbags,” Bette continued, fueled by anger and wine, “took a perfectly good company and raped it. They’ll discard the carcass once they’ve sucked all the life out of it. That’s what those people do.”
“Diana tells me you were on the board for a number of years.”
“Yes, I was. Almost fifteen years. And I warned my fellow board members what would happen. They didn’t listen. I was outnumbered. So I resigned. I couldn’t stand to see what they were doing. My brother Jeff thought he could work with those bastards. He was wrong. They’ve cut off his balls.”
I took a bite of Stilton and washed it down with some wine. “Tell me about the company. As I understand it, your father, Clyde Bates, was born in West Oakland.”
Bette nodded. “They had a house on Adeline Street. It’s still there, cut up into apartments. Dad’s father—my grandfather— was a longshoreman at the port. Grandma took in laundry and did whatever else she could to make a buck. They had five kids, three boys and two girls. Dad started the company in the thirties, right there in the Produce District, canning fruits and vegetables in that building down on Webster Street, near the Embarcadero.”
“The building that’s still corporate headquarters.”
“Yes.” Bette poured more merlot into her glass. “The plant and the warehouse were on the lower floors, and the offices were on the top floor. Dad made a decent living for the first few years. Then the war came along, and he got a contract to supply food to the army. Business boomed. He built a cannery in Oakland and converted the original building into office space. It’s been that way ever since. Of course, the biggest growth came after the war. Dad expanded the operation. He built plants in Oakland, San Leandro, and Hayward. Not only does Bates can fruits and vegetables, but it makes and packages cereals, breads, cookies and crackers, dairy products.”
“Peanut butter and jelly,” I said, recalling the array of products with the Bates Best label I’d seen in my local supermarket. “Spaghetti sauce, ice cream, and yogurt.”
“You bet,” she declared. “If it’s in a can, a box, a jar, or a carton, Bates puts it there. They do a damn good job of it, too. Bates products consistently get high ratings in taste tests. And in consumer confidence. Bates means quality. Or at least it did before the buyout. Who know what corners Rattlesnake and Viper have cut in their quest to bleed every dollar from the company.” She raised her glass and drank.
“So... back to the family saga. Dad married Mom. Her name was Emma Hamlin, and her family grew rice out in the Delta. Mom and Dad only had the two of us, Jeff and me. Jeff’s the oldest. I’m four years younger.”
“Was Jeff groomed to take over the company?”
“Of course. There was no doubt that he was going to be CEO eventually. He’s got an MBA. But he started at the bottom. Dad insisted on that. Jeff worked in the plants during the summers all through college. Then he managed a plant for awhile, before moving up to corporate.”
“What about you?” I asked.
“M
e?” She grinned. “I got married, That’s what girls in my day did. Steve was one of my brother’s classmates, when he was an undergraduate at Cal.” She gestured in the general direction of the sprawling campus of the University of California.
“Jeff brought Steve home for dinner one weekend. I was smitten, and so was Steve. We didn’t get married right away, though. I had just graduated from high school, and Mom insisted that I go to college, so off I went to Mills, right there in Oakland. Steve wanted to go to Boalt Hall. Once he’d gotten his law degree and passed the bar, Dad put him to work as a junior lawyer in the legal department. He was general counsel when he died. It’ll be six years in November. Just up and had a heart attack one morning, while he was putting on his tie.”
She sighed and got a faraway look in her eyes, but only for a moment. “So, Alex Campbell took over as general counsel. Dad died eight years ago. That’s when Jeff became CEO. Then last year, everything went to hell.”
“The leveraged buyout,” I said.
The term was a familiar corporate buzzword in the recent decades, known by its initials, LBO. An LBO occurred when a purchaser acquired the assets or stock of a company, accomplishing the transaction with a lot of debt and little or no capital. Such buyouts were usually achieved by issuing risky and speculative junk bonds.
“The leveraged buyout,” she repeated, mouth twisting as though the words were poison. “What a perfectly bland description for the murder of a perfectly good business.”
She fortified herself with a swallow of wine, then continued. “You see, when Dad started the company, it was privately held. But in the fifties, Bates went public. The stock had its ups and downs, mostly ups. So that made it a good solid value. Not one of these flashy, gonna-make-a-million-overnight companies, just the kind of steady performer a lot of people like to have in their stock portfolios.”
“But there were takeover bids.”
Bette nodded. “Several, over the past fifteen years. All of them hostile, because Dad and Jeff had no intention of relinquishing control. Then, about eighteen months ago, this company called TZI, Inc. mounted a hostile takeover bid that looked as though it was going to succeed. So the board, over my objections, went looking for someone to save them from TZI. What they call a ‘white knight.’ You know what that is?”
“I’m familiar with the term.” Finding the “white knight” usually led to a takeover, friendly rather than hostile, though I supposed friendly and hostile were matters of degree. To my mind, a takeover was a takeover.
“Well, in this case, the knight was riding a Trojan horse. The whole idea was that the rescuers would raise the cash to buy out Bates stock, at a higher rate than the TZI tender offer, by selling junk bonds. After the transaction was complete, current management would continue to run the company. Unfortunately the money men my brother and the board found were Rattlesnake and Viper.”
“Why do you call them that?” I asked, even though I was reasonably sure of the answer.
“Because they’re a couple of snakes,” Bette said. “Their names are actually Yale Rittlestone and Frank Weper.”
“I’ve never heard of them,” I said. At least, not until a couple of days ago.
“No one had, until they took over Bates.” Bette made a sour face, and her next words were full of scorn. “Since the LBO, their pictures are on the covers of those business magazines that like to kiss the feet of corporate raiders. What a mismatched pair they are.”
I reached for the knife and spread some Stilton on a cracker. “How so?”
“Weper’s older, mid-sixties, I’d say. Gray, quiet, totally unremarkable. Looks like a college professor with a good tailor. He prefers to be in the background. I’ve heard he was forced out of, or retired from, a larger firm in New York City. Rittlestone signed him on because he needed a name with a track record, to give him legitimacy. Weper’s from Chicago and that’s where he lives. R&W has an office there, on the Loop.” Bette paused, then went on to describe the second partner.
“As for Rittlestone, he runs the San Francisco office, which is located at Embarcadero Four. He lives in the city. He claims to be a New England blue blood, supposedly Newport, Rhode Island. But he doesn’t have the accent those people usually have. Either he’s lost it, or he’s lying about his past. They say he went to Harvard, not Yale. Probably out of pure perversity, if it’s true. He’s blond, tall, and thin. Attractive, if you like that sort. I don’t. Fancies himself a playboy and likes to get mentioned in the society columns. I wouldn’t turn my back on the son of a bitch, let alone break bread with him. He’s got a nasty edge. Something tells me he’d be bad news in a street fight.”
“I guess they both are, if the fight’s on Wall Street.”
“You better believe it. Bates was R&W’s first takeover after joining forces, and it made quite a splash. That hostile takeover bid from TZI sent Bates Inc. stock spiraling upward, at prices we’d never seen before. There was an absolute feeding frenzy, lots of speculation buying in the weeks before the deal was done. The price of the takeover offer was high enough to tempt a majority of Bates shareholders.”
“Enter the white knights,” I said.
“The old pro and the young Turk. That’s how the press described them. They seduced the board with promises that upper management would remain in place. To hell with the peons below, of course. Merely cannon fodder to be jettisoned in the first round of layoffs. Not that they kept their promises, of course. As soon as the deal was done, they started making changes. A lot of the people who were interested in saving their own jobs suddenly found themselves clinging to their golden parachutes.”
She shook her head, her mouth twisting with bitterness. “So that’s how Rattlesnake and Viper wound up in charge of the company it took my father years to build. It’s been a disaster. Employee morale is in the toilet, after two big layoffs in less than a year. My brother Jeff is still the CEO. But it’s only a matter of time before they boot him out the door. Rumor has it he’ll be replaced by a Rattlesnake and Viper minion. They’ve brought in plenty of their own people to replace long-term Bates employees, not only executives, but even people at midlevel.”
“It’s an interesting story. One I’ve heard all too often these days.” I set my glass on a nearby table. “But I’m not sure it helps me answer the question I asked your daughter earlier today. Is there anyone at Bates who might want to kill Rob Lawter? And why?”
“I wouldn’t put murder past either of those sharks,” Bette said, taking another sip of her wine. “But Rob? Who’d want to kill him? He was a nice guy. I kept hoping my daughter would come to her senses and marry him.”
“Rob was a paralegal who worked in the legal department for four years.” I toyed with the stem of my wineglass. “He was there during the leveraged buyout, but did he have any contact with either Rittlestone or Weper? I think it unlikely, even in the scope of his employment.”
“I doubt it,” Bette agreed. “I can check with Alex Campbell, the general counsel. Perhaps he could help. I’m sure he’d talk with you, if I suggested it.”
“I’d rather you said nothing about this to anyone,” I told her. “At least for right now. But if you think of anything that’s been going on in the company over the past year that might help...”
“I’ve heard they’re going public again,” she said. “Between now and the end of the year. Maybe that’s it. Maybe those bastards have done something the Securities and Exchange Commission might not like. You can really get your tit in a wringer if you cross the SEC.”
I drove back to Oakland and left my Toyota at a parking meter outside the main library. I spent a couple of hours reading everything I could find on Bates Inc., getting the story of the leveraged buyout without Bette’s bias, which was considerable, however justified.
Then I turned my attention to the two men Bette had called scumbags. Her physical descriptions had been dead-on, I decided, looking at the color photograph on the cover of a year-old issue of Forbes. Frank Weper did
indeed look like a college professor with a good tailor. His sixtyish bespectacled face wouldn’t have been out of place at any of the Cal State faculty gatherings I’d attended with my father.
Posed next to Weper, the well-dressed and well-barbered Yale Rittlestone stood with arms crossed over his chest, smiling at the camera. He was good-looking in a patrician sort of way, pale blue eyes in a thin face topped with a shock of straight blond hair. I searched for some evidence of the coldhearted businessman Bette had described, but the Rittlestone in the cover picture looked affable enough. Perhaps he was showing his public face for public consumption. Most people do, when you get right down to it. It’s only when you start looking under rocks that you find that private face that some people would like to keep hidden.
Was I letting Bette’s contempt for the men she’d dubbed Rattlesnake and Viper influence me? I told myself firmly that I’d have to make my own assessment of them. Since Weper was in the firm’s Chicago office, Rittlestone was a more likely target for my scrutiny.
The articles I read all had some variation on the theme of Frank Weper as the old pro and Yale Rittlestone as the young Turk. They were presented as capitalist heroes making their mark in the rough-and-tumble business world, bringing fresh blood into an old stale enterprise, so it would make more money and its stock would rise in value.
But based on what I’d read, it looked to me as though Bates had been doing just fine before the takeover. Slow and steady, I thought, like the tortoise instead of the hare. Was there any room these days for tortoises?
Sometimes it seems that nothing is valued in our society, unless it makes a profit. And the bigger the profit, the better.
I worked my way through a pile of change making photocopies of the articles, enough so that I had quite a file on Bates Inc. and Rittlestone and Weper when I returned to my office. The red light on my answering machine was blinking furiously, indicating several messages. Before I could even check to see who had called, Ruby Woods came through my front door. She was grinning from ear to ear.