KERRI'S WAR: VOLUME THREE OF THE KING TRILOGY

by Stephen Douglass

  Mortimer smirked and shook his head. “That’s very noble, Miss King. Unfortunately, the Enerco Offer is a proposed business deal, not a charitable donation. In due course, I will be discussing your position with my clients. I strongly doubt that any of them will want a bankrupted person running the company. I’ve had an opportunity to study the Iacardi Shareholders’ Agreement in detail. Evidently, the brothers neglected to change any part of it when they decided to offer shares to their employees. The clause referring to installation or removal of the company’s president still requires the approval of the holders of fifty-one percent of the common stock.” He glared at Marsha. “Now this meeting really is over. You’ll hear from me shortly.”

  Surprised and delighted with Mortimer’s revelation, Tavaris stopped beside Kerri on his way out and sneered at her. “Kiss your ass goodbye, sweetheart,” he said, then turned and left.

  CHAPTER 54

  New York. Same day.

  Mortimer and his three clients left the new Iacardi headquarters and climbed into a taxi. They were still empty handed, but euphoric. Mortimer’s attention to detail and quick thinking had succeeded in turning what could have been a disastrous meeting into a triumph. His discovery that the Iacardi Shareholders’ Agreement had been unchanged by the Iacardi brothers was a master stroke. The clause he had identified had created a super highway to victory for the disgruntled shareholders.

  The taxi driver stopped his vehicle in front of The Gramercy Park Hotel on Lexington Avenue, then turned to Mortimer, beside him in the front seat. “Thirty-five, sir.”

  Mortimer handed the driver a fifty. “Keep the change,” he said, then turned to his clients, jammed uncomfortably in the back seat. “Lunch is on me, gentlemen.”

  The four entered the hotel and took the elevator to Gramercy Terrace, a beautiful breakfast and lunch eatery overlooking Gramercy Park. They were promptly led to a table for eight. “What’s with the big table?” Billy Dukes asked.

  Tavaris placed his huge hand on Dukes’ shoulder. “Watch and listen, son.”

  Within seconds the power and glory of Enerco arrived at the restaurant. The four watched in awe as Ken Layton, Jeffrey Wheeler, and Andrew Speers approached the table. Like a moth to the flame, Tavaris hurried to shake hands with Layton. “Sorry, Ken, we didn’t get it done today, but I think we’ve got her, right where you want her.”

  “I know. Sydney just phoned and told me,” Layton said with a cold and dismissive tone. “Let’s eat and talk about it.”

  Everyone took a chair, drinks were ordered, then Layton turned to face Mortimer. “What’s next, Sydney? Give us the drill.”

  “Sure. The universe will unfold as it should in this case. The Defendant will plead no contest, McCarthy will rule for The Plaintiff, he’ll award in the area code of a billion, plus costs, Kerri King will declare personal bankruptcy, we’ll hold a shareholders’ meeting, she’ll be voted out, Peter Tavaris will be voted in, he’ll amend the Iacardi Shareholders’ Agreement, the shareholders will sign the Enerco Offer to Purchase, and you’ll have your prize.”

  “Terrific. What’s your estimate of the time frame?”

  “A month, maybe two.”

  “Unacceptable. Enerco is not prepared to live with that delay,” Layton said, withholding Enerco’s dirty little secret and struggling to avoid showing any signs of anxiety. He had no way of knowing how much longer his company could continue to hide its colossal trading losses from the market. He knew it was short, and that the clock was ticking. Now the acquisition of Iacardi was no longer an elective. It was an imperative. The move would not only give strength to Enerco’s balance sheet, it would deflect attention from its covert and patently illegal offshore hiding places for the losses. “I suggest you contact Judge McCarthy and stress the urgency of this situation. Tell him you’re concerned about how much longer Enerco will remain interested in acquiring Iacardi, and remind him that if Enerco goes away, your clients will end up with a big zero.”

  “Not exactly zero, Ken,” Tavaris said. “In the event of Kerri King’s bankruptcy, the shareholders will get some fallout. Her loan to Iacardi and her Iacardi stock are worth about a hundred and ninety million.”

  Layton gave Tavaris a frigid penetrating stare. “Her stock is only worth ninety million if Enerco buys it. Who knows what it’s worth if Enerco walks away? Besides, which would you rather have, droppings off Kerri King’s table, or three billion from Enerco?”

  “Certainly the latter, but I…”

  “No buts, Peter,” Layton interrupted. “I want this case ended quickly, and I want you gentlemen to do everything in your power to get Kerri King out of the way. Call a shareholders’ meeting right away. Inform them of everything we’ve just discussed. I’m sure that under the circumstances, they’ll be prepared to turn her into road kill.”

  CHAPTER 55

  New York. Thursday, February 28, 2002. Ten A.M.

  The stage was set. The day of victory for Peter Tavaris and reckoning for Kerri King had arrived. Like gluttons at a banquet table, Sydney Mortimer, Walter Deaks, Billy Dukes, and Tavaris laughed and joked with one another as they waited for the meeting to begin. Kerri, flanked to her left by Marsha Cooper, stood and marched to a glass and metal podium. She was seconds away from opening a meeting she knew would end her tenure as president and C.E.O. of Iacardi & Sons. At the written request of Peter Tavaris, and in compliance with her fiduciary responsibility as president, she had called a Special Shareholders’ Meeting to be held on this day at the Sheraton New York Hotel, one of New York’s finest convention destinations, on 7th Avenue. All of the shareholders living within commuting distance were present. As a result of the phenomenal growth of the company in the ten years of Kerri’s presidency, video over internet protocol was in place to broadcast the meeting to the company’s branch offices in Toronto, London, Geneva, and Hong Kong.

  Legal and binding ballots had been mailed to each of the company’s shareholders in advance of the meeting. A very detailed information package, vetted by both Sydney Mortimer and Marsha Cooper, was included with each ballot. The information included, in explicit detail, the opinion of Judge William McCarthy, that in the absence of further arguments from either of The Parties, he would rule for The Plaintiff, and award one billion dollars plus costs to them. It went on to chronicle Kerri King’s response to Judge McCarthy’s opinion and recommendation: her continued refusal to sign the Enerco Offer to Purchase Iacardi, her intention to plead ‘No Contest’ to The Plaintiff’s lawsuit, and her intention to declare personal bankruptcy in the event Judge McCarthy made the award. Tavaris and Deaks, the authors of the information package, knew the Iacardi shareholders would arrive at the same disappointing conclusion that they did: under no circumstances did they want a bankrupted individual running their company. All of the Iacardi shareholders were employees, former employees, or estates of deceased employees. All were asked to consider and vote on three Motions: to replace Kerri King as president with Peter Tavaris, effective immediately, to amend the Iacardi Shareholders‘ Agreement, effective immediately, to reflect more appropriately the realities of expanded share ownership, and finally, to accept the renewed, but unchanged Enerco Offer to Purchase Iacardi & Sons.

  Kerri gently tapped the microphone to ensure that it was working. Only those close to the lectern saw the tears in her eyes. “Good morning everyone. I’d like to call the meeting to order, and in that connection I’d like to ask Chester Martindale, chief accountant for Blake, Edwards, auditors for Iacardi, to give us the ballot tabulations.”

  Martindale, an average sized man wearing an average suit and tie, gathered his papers and stepped to the lectern. An air of anticipation swept over the room as he put on his reading glasses, lifted the top sheet of paper from his stack, and cleared his throat. “The Motion to replace Kerri King as president of Iacardi with Peter Tavaris is carried. All shareholders participated, no abstainers. Kerri King and the estate of Miles Dennis dissented. The Motion to amend the Iacardi Shareholders�
�� Agreement is carried. All shareholders participated, no abstainers. Kerri King dissented… The Motion to accept the renewed, but unchanged Enerco Offer to Purchase Iacardi & Sons was carried. All shareholders participated, no abstainers. Kerri King dissented,” he said, triggering an outburst of cheering, whistles, and loud clapping. He removed his reading glasses, gathered his papers, and returned to his chair.

  Tavaris, ecstatic, removed his cell phone from his jacket pocket and speed dialed Ken Layton. “The bitch is out. I’m in. Iacardi’s yours,” he said, then closed his phone and returned it to his pocket.

  Kerri, not surprised, but deeply disappointed and saddened by the failure of all of her efforts to provide a continuing source of income to the families and loved ones of the Iacardi employees who had died for the company, stood and approached the lectern. Her dream had been shattered, she had been defeated by her opponents, and removed from office by her peers, but she still looked beautiful and composed. “… It’s time to say goodbye,” she said with a genuine smile. “It has been my pleasure and honor to serve as president of this great company. I thank all of you for your kindness and for the support you have given me on more occasions than I can mention. I wish you continued success in the future.” Tears flooded her eyes as she returned to her chair and everyone, except Peter Tavaris, Walter Deaks, Billie Dukes, and Sydney Mortimer, stood and gave her a long and lasting ovation.

  The clapping continued until Tavaris, smiling like a newly crowned monarch, approached the lectern and raised his arms, pleading for silence. He stroked his stubble while waiting for the applause to subside, then began his well rehearsed presentation. “The democratic process has spoken,” he said, sparking an applause far quieter than he expected. “Iacardi is indeed a great company and its greatness is at long last about to be realized. This is going to happen because you have chosen wisely. You have elected to place this incredible enterprise in the care and control of Enerco, an organization with enormous human and financial resources. Thanks to your votes and the grace of God, I intend to allow Iacardi to reach its full potential, and to take it to heights for which it was destined… Thank you for the confidence you have shown in me. I promise to work tirelessly and to do everything in my power to ensure that you are rewarded abundantly for your decision to do the right thing.”

  Another loud and standing ovation prompted Tavaris to lower his head as if to accept a crown. To savor the adulation, he remained in that position for several ecstatic seconds, then raised his arms to ask for silence. “As your new president, it my first official duty to move that this meeting be adjourned. Do I have a seconder?”

  Deaks raised his right hand.

  “This meeting is adjourned. I plan to stay and answer any and all questions. Thank you again for your confidence.”

  CHAPTER 56

  New York. Friday, March 1.

  Kerri stood alone at her office window. She stared at nothing in particular, pondering her uncertain future. Technically, she was unemployed. By virtue of a legally correct shareholders’ vote, she had been summarily relieved of duty. No one had given her direction as to what, if anything, was expected of her subsequent to the vote. She assumed the Iacardi shareholders were happy in their new found wealth and just wanted her to go away. She tried to imagine what, even if the opportunity was offered to her, she would want to do for a company now run by Peter Tavaris and about to be owned by Enerco.

  Her thoughts were interrupted by the sound of her door opening. She turned in time to witness the triumphant entry of Peter Tavaris, Iacardi’s newly elected president. He appeared different. She couldn’t determine why. Maybe it was his new grey pin striped suit instead of the usual black, or the white carnation in his lapel. Whatever if was, he looked as if he had paid for a complete presidential makeover. To her, no matter what he wore, he was still the man who made her want to vomit. “What are you doing in here?” she asked, incorrectly assuming the office was still hers.

  “I’m about to go to work, sweetheart. Maybe what happened yesterday got lost in your translation box. I’m now the president of this company. The receptionist told me this was the office of the president, so I came here. If you have a problem with that, maybe we should talk about it.”

  Tavaris’ belligerent and sarcastic reply was a clear indication that he was battle ready, itching for a fight, maybe large enough to give him sufficient grounds to remove her completely from the company. He had every reason to be combative. For a very long time she had occupied a position that he coveted. Then she had used her position to be a thorn in his side, to spoil every move he made to facilitate the acquisition of Iacardi by Enerco. In the end he had won the battle, one for which she no longer had the inclination to fight. “I don’t have a problem with that. If you would be kind enough to give me a few minutes, I’ll clear out my things and get out of your way.”

  Tavaris pointed to the stylishly contemporary white sectional sofa occupying the corner to Kerri’s right. “Sit down. We need to talk.”

  “What could you and I possibly need to talk about, Peter? It’s all been said.”

  “Trust me. There’s more,” he said, then instead of pointing, he smiled and gestured with his right hand in the direction of the couch.

  Kerri sat at one end, Tavaris the other. He folded his right leg over his left, then stroked his stubble with his thumb and first two fingers. “ I spent an hour on the phone this morning with Ken Layton. Among numerous other things, we discussed you… I haven’t made any secret about the fact that I don’t like you. Additionally, you’ve given me every reason to fire your ass right out of this company.” He paused and glared at her for effect. “I’m not going to do that. One reason is that you’d sue me for wrongful dismissal. The other, and this is far more important, is that no matter what I think of you, you’re still a damned good trader. Miles Dennis taught you well. I managed to convince Ken to offer you the job of assistant vice president of trading for Enerco. Your office will be in Houston and you’ll be reporting to Jeffrey Wheeler. We’re prepared to give you a month to make the move and get up to speed. Does that work for you?”

  “You didn’t mention salary. Any particular reason?”

  “Sorry. I didn’t mention it because it won’t change. Your bonus structure will change because of the nature of what you’ll be doing. You’ll be working for Enerco, so your stock options will be in its stock. That should make you happy. Enerco’s a great company. It’s stock has nowhere to go but up.”

  Kerri had a number of problems with Tavaris’ offer: she didn’t like or trust him, she didn’t like or trust Jeffrey Wheeler, she had no interest in moving to Houston, and she didn’t think Enerco was a great company. Other than those concerns, the offer was appealing. “It’s a big change for me… I’m not going to turn your offer down because I need some time to think about it. You should know, however, that it’s extremely unlikely that I’ll accept it.”

  “Turning this offer down is a big mistake. We’re giving you the opportunity to be in one of the key positions in what could be one of the greatest companies in the history of the planet,” Tavaris said, delighted with Kerri’s response, certain she would reject his offer and thrilled that he would never be forced to cross paths with her again.

  “I’ll think about it,” Kerri said, then stood to begin her job of removing her belongings from what was no longer her office, then turned to face Tavaris. “You should know that I’ve called my loan to the company. I’ve given it thirty days written notice.”

  “What loan?” he asked, fully aware of her one hundred million dollar loan to Iacardi. He had failed to anticipate her removal of the funds.

  “You know exactly what I’m taking about, Peter. I made that loan because Iacardi was in deep trouble. Obviously, it’s no longer in trouble.”

  Tavaris had to think fast. Iacardi had made amazing progress since its near fatal blow on September eleventh the previous year, but it still had next to zero cash. He would have to arrange a new bank loan, or c
rawl on his knees to beg Ken Layton for an Enerco loan, something he did not want to do so early in his presidency. “Would you consider taking Enerco stock instead of cash?”

  “No,” she replied, with emphasis.

  CHAPTER 57

  Glen Cove, Long Island. Saturday, March 2.

  Andrea Dennis had continued to live alone in her beautiful old home in the upscale area of Glen Cove. She and her late husband had spent most of their adult lives in it, raised their two daughters in it, entertained in it, and prior to Miles’ death, called it the last home they would ever own. She chugged the remains of her second Irish coffee, then slammed the cup on the surface of her T.V. table. “That’s it. I’m going in,” she declared, determined to do what she had postponed since Miles’ death on September eleventh, 2001, the day she lost the love her life, the day her internal clock stopped.

  She stood and marched to her husband’s office, a thirty square foot space that, by mutual agreement, would forever be his man cave, his private refuge. Entry would be by appointment only. She had never complained because, from the day they met, Miles had been a wonderful lover, a perfect husband, an amazing father, and a great provider. She had experienced too many abortive attempts to enter that office than she could remember, each time thwarted by a mysterious force insisting that she preserve the status quo.

  “Don’t stop,” she prodded. “Do this!” she shouted, at last crossing the threshold and approaching the hand carved teak desk her husband had spent, in her opinion, half of his adult life. “Empty this fucking thing!” she yelled as she yanked each drawer and dumped its contents on the rug. The pace of her yank and dump exercise accelerated until she ran out of drawers. Jacked up by the euphoria of closure, she attacked his credenza, yanking the top drawer the full length of its rollers and onto the rug. The locked lower drawer refused to budge. Undeterred, she retrieved a crowbar from the garage and raced back to the credenza. Now there was no stopping her. She was determined to finish the job she had started.