Murders & Acquisitions

by Haughton Murphy

  “How can that be?” the woman bristled. “Isn’t it a decision for the Foundation’s directors—that is, you and me, and whoever we elect to replace my father?”

  “Yes, yes, that’s right, that’s right, the directors decide, no question about that. But the directors have a duty to do what’s best for the Foundation—not what’s best for themselves, or Andersen Foods, or anyone else. And it may just be that the best thing—the prudent thing—would be to take the most money offered and run.”

  “But Father specifically said the Company’s tender was conditioned on the Foundation staying out and not tendering its stock,” Sorella pointed out.

  “I know that, Sorella, but your father couldn’t override the law.”

  “I must be dense, Randolph, but I really don’t understand. Leave aside my loyalty to the family. Are you telling me that I can’t decide—can’t objectively decide—that AFC is going to be a better investment for the Foundation than anything we might buy with the money we would get from selling?”

  “Yes, you could decide that—if the facts warranted that decision. But you’d have to get an investment banking firm to back that up.”

  “Why?”

  “Prudence. You would certainly need an independent valuation of the Company to support your decision not to sell.”

  “I still don’t see why. I’m the Foundation director, not some investment banker. Why isn’t it my decision how I vote?”

  “It is, Sorella,” Hedley replied. He began speaking more slowly, as if talking to one slightly retarded, an exasperated tone to his voice. “But you have to be prudent, and the way you demonstrate your prudence is to have your conclusion backed up by a banker.”

  “What if I wanted to vote to sell? Would I need an investment banker to back up that decision?”

  “It certainly would be the wise thing,” Hedley said.

  “What if I decided today to sell and then changed my mind next week? Could I use the same investment banker to back me up?”

  “Sorella, this is a very complicated matter. Please don’t try to make it even more difficult.”

  “I have heard, Randolph, that there are investment bankers around that will tell you whatever you want to hear. ‘Is the tender offer price fair?’ ‘If that’s what you want, we conclude that it is.’ ‘Is the tender price too low?’ ‘If that’s the way you want to go, we agree.’ Is that what your ‘independent’ bankers do, Mr. Hedley?”

  “I’m sure there are some like that, yes. But there are plenty of firms around with integrity.”

  “You’d never know it, to read the papers.”

  “Besides, the issue I raise may well be moot. When a final price is established—either by the Company or by Gruen—it may be a proper conclusion that it does not reflect the real prospects of the Company. If the investment bankers tell us that, then I’ll be right there with you voting against accepting a tender.”

  “And if they’re not?”

  “Then I will have to vote on the basis of all the facts presented to me,” Hedley said.

  “Let me say just one thing. There are no circumstances under which I will agree that the Foundation’s stock will be sold. None. We won’t sell to Gruen and we won’t accept the Company’s tender. I don’t care what any investment banker says and, quite frankly, I really don’t care what you say. I intend to respect my father’s wishes and do everything I can to keep AFC out of Jeffrey Gruen’s hands. Shall we go back in? I don’t think there’s anything more to discuss.”

  Hedley, who had turned white listening to his obstinate client, rose to follow her back to the library. “I … I don’t know what to say.… I … I …” he burbled at her back. Incoherently, he spoke about personal liability, the role of the state’s attorney general as the guardian of private foundations and other matters to which Sorella paid absolutely no attention whatsoever.

  Back in the library, the group became quiet when Sorella and her lawyer returned.

  “I think you all may be interested in what Mr. Hedley has to say about the Foundation,” Sorella said. “I’ll let him tell you in his own words, and then I’ll tell you what I think.”

  As Hedley launched into a tortured explanation of his position, Frost, sitting off in the corner, felt that he had seldom seen or heard a more uncomfortable lawyer. The man tried to qualify what he was sure would be unpopular advice, but each new qualification obscured the clarity of what he was saying. Finally, Sorella interrupted.

  “I believe what Randolph is trying to say is that the directors of the Andersen Foundation may have to vote to sell its AFC stock, either to Jeffrey Gruen or back to the Company. That would be the case, as I understand it, unless we think the Foundation would be better off keeping the stock as a long-term investment.

  “While the trustees apparently make the final decision, Mr. Hedley seems to think they must be guided by an investment banking firm willing to back up the decision they make. I have told Mr. Hedley that I am not interested in any investment banker’s opinion and that my mind is made up: the Andersen Foundation will not sell. To do so would disgrace my father and I won’t hear of it.

  “If Mr. Hedley persists in telling me otherwise, or persists in that position as a Foundation director, I will fight him every way I can. If needs be, I’ll get a new lawyer for the Foundation who will help me preserve AFC’s integrity.”

  Frost saw some astonished faces in the room. Not, he thought, because of what Sorella Andersen was saying, but because of the conviction and feeling with which she said it. He himself was not surprised, having always suspected a steely determination underneath the woman’s soft demeanor.

  “And I, for one, don’t need any investment bankers to tell me the decision I have made is right—or wrong.”

  “Sorella, all I said was that retaining an investment banker as an adviser would be prudent,” Hedley interrupted.

  “Prudence be damned,” the woman countered. “There’s such a thing as honoring the memory of the man who made Andersen Foods worth raiding. Selling out the Company that he built—and against almost the last wishes he expressed—is not my idea of honor. And no lawyer is going to tell me differently.”

  “May I ask a question?” Sally Andersen said. “What happens if the Board of the Foundation has to make a decision? It now has two directors, Sorella and you, Randolph. What if you disagree?”

  “We would have to go to court to resolve the deadlock,” Hedley said.

  “And what would the court do?”

  “Probably liquidate the Foundation because of the deadlock.”

  “Good God, Randolph,” Sally said. “You mean not only might we lose the Company, but the Foundation would disappear as well? I suggest, sir, that you and my daughter elect a third director—me—just as soon as possible. What do you say to that?”

  “If you want to serve, Mrs. Andersen, I’ll be happy to vote for you,” Hedley answered. “Without even knowing for sure how you feel about selling the Foundation’s stock.”

  “Precisely,” Sally Andersen said. “The important thing is to have a full board if there are decisions to be made. Sorella, do you agree?”

  “Absolutely, Mother,” the younger woman replied, confident that her mother was on her side.

  “Will you draw up the papers and get it done right away?” Sally Andersen asked.

  “I’ll get up a directors’ consent as soon as I get back to the office,” Hedley replied.

  “Good,” Sally Andersen said. “Now, leave me alone. I’m exhausted.” She got up from behind the desk and walked toward the doorway. The others dutifully followed, and soon the widow was alone, except for Casper Robbins, who did not leave with the others.

  SORELLA

  13

  Reuben Frost walked home to Seventieth Street after leaving the Andersen apartment. He reflected on Randolph Hedley’s advice to the Andersen Foundation as he went along. Wasn’t Randolph being a bit conservative? he asked himself. Why shouldn’t the directors be entitled to decide
that the Foundation would be better off in the long run holding stock in AFC? Why must the Foundation, unlike any other stockholder, be forced to sell out? His instinct was that Hedley was off base, reading the cases far too cautiously. But he wasn’t sure—trusts and estates was not his field, and he had not had any research on the question done at Chase & Ward.

  When he got home, he called one of the senior trusts and estates partners in his old firm. His colleague’s initial reaction mirrored his own, but both agreed that the matter should be well researched.

  “You do that just by poking a button these days, don’t you?” Frost asked, referring to the LEXIS computer system that all the office’s young lawyers seemed enamored of. “No heavy books to haul around, no dust, no missing volumes—it’s wonderful!”

  “Yes, wonderful if you want your desk covered with computer printouts,” his former partner grumbled. “These young ones can serve up copies of all the cases ever decided on a subject, retrieved and reproduced at the client’s expense. But don’t ask whether your associate thinks the cases are right or wrong, or distinguishable from your own. Don’t ask him—or her—to think, in other words.”

  “Oh, the modern world,” Frost lamented. “But whatever the system, I’m afraid we need the work done. If Hedley continues to be obstinate, I’m sure the family will ask our opinion, and we’d better be ready.”

  Frost did not relish a confrontation with Hedley. He was no special friend, but it was never easy publicly to disagree with another lawyer over the exercise of the most basic professional skill—reading and interpreting the decided cases relevant to a question. Maybe Frost and his colleagues would ultimately come to agree with Hedley. But if they didn’t, he could foresee both embarrassment and unpleasantness.

  Waking up from a nap an hour later, Frost picked up the copy of New York Newsday that he had purchased on the way home. It contained a long profile of Jeffrey Gruen and his wife, Gloria, describing in glowing terms the apartment Frost had found so appalling two days earlier. It also mentioned Gruen’s interest in AFC. Frost read with interest the article’s speculation on Gruen’s strategy:

  “Wall Street observers are intrigued by Gruen’s threatened tender offer for Andersen Foods. More than 47 percent of AFC’s stock is owned by the Andersen family, management and the Andersen Foundation. On the face of it, securing a majority position in Andersen Foods would appear nearly impossible for Gruen. Flemming Andersen, before his death, certainly said as much, indicating that the insider group would stand firm and never sell to ‘a cheap raider like Gruen.’

  “Is the barrier not quite as thick as the family patriarch believed? Does Gruen think he can crack the united front arrayed against him? These questions are intriguing Street analysts—even more so than usual, since there is no information, no gossip and no rumors to support Jeffrey Gruen’s confident assertion that he can buy control of AFC.”

  No light shed there, Frost thought. After the afternoon’s events, he could only think that Gruen was betting that the Foundation would sell to him. Or did he know something that Frost did not about the Andersen heirs?

  Frost’s reflections, which yielded no guesses and certainly no conclusions, were brought to an end by the arrival of his wife.

  “Hello, dear,” she said, entering the bedroom and kissing her husband on the forehead. “Can you use a grant? We’ve got plenty of money to give away. Remember the line from that old Irving Berlin musical, where Ethel Merman played the ambassador, ‘Money, money, money—can you use any money today?’ That’s about the way I feel after reviewing grant applications all afternoon,” she said, referring to her current activity at the Brigham Foundation. “Sometimes I think there are more performance groups than people in this country.”

  “So you spent the afternoon shoveling out the money,” Frost said, as his wife sat down on the edge of the bed. “I hope none to any group that would give offense to the memory of Martin Brigham.”

  “No more so than usual, my dear,” she replied.

  “Or the Mayor,” her husband added.

  “The Mayor! Please, Reuben. We did our best to preserve hearthside values, but a little of that goes a long way,” she said, referring to a recent television interview in which the Mayor had bemoaned the lack of “hearthside values” in the New York theater.

  “All right, all right,” Frost said. “I just don’t want Norman running around accusing you of corrupting the young and demoralizing the old.”

  “Let me handle Norman, dear. You just don’t understand how friendly and close the Mayor and I are.”

  “Mmn.”

  “By the way, changing the subject, I had a very peculiar call from Sorella Andersen this afternoon,” Cynthia said.

  “Sorella?”

  “Yes. She was calling from Connecticut and seemed very upset. Said she was being pushed every which way and didn’t know where to turn.”

  “Pushed how? What was she talking about?”

  “As best I could gather—she really was too upset to be completely understandable—she feels threatened by the conflicting advice she’s getting about the Andersen Foundation. She says she wants to do right by her father and not have the Foundation sell its AFC stock. But then she said there was pressure for the Foundation to sell.”

  “What did she mean by that, I wonder?” Reuben said.

  “She didn’t elaborate,” Cynthia answered, “except to say that Randolph Hedley was being very difficult.”

  “Why was she calling you, by the way?” Reuben asked.

  “Because of my generally sympathetic nature,” Cynthia answered.

  “Yes, yes, but leaving that aside, why was she coming to you?”

  “She said she had to talk with someone. She didn’t want to talk to you or another lawyer, because that would look as if she were going behind Hedley’s back. And she said she thought I could help because of my experience at the Brigham Foundation.”

  “Very interesting.”

  “She wants to have lunch with me first thing next week.”

  That lunch would not take place. Within the hour, as Reuben and Cynthia Frost sat in their living room having a drink before dinner, Sally Andersen called to relay more appalling news from Connecticut.

  “Sorella’s been taken to the hospital,” she fairly shouted into the telephone. “Her dogs turned on her and bit her all over her body.… They don’t expect her to live.” The woman’s voice dropped as she spoke.

  “How on earth did it happen?” Frost asked, devastated and even a little frightened at what he was being told.

  “God knows, Reuben. I was coming down for my evening swim—just as I had the day Flemming was killed—when Nate Perkins came running from his house, screaming that the dogs had turned on Sorella.

  “He had heard the dogs—you know, those awful Dobermans that Sorella kept—yowling in the dog run outside their kennel. He went down to investigate and saw Sorella unconscious by the kennel and the dogs in a frenzy, licking the blood off Sorella’s wounds. Reuben, I can’t take much more of this,” she said, sobbing into the telephone.

  “Why would the dogs turn on her? Had they ever done that before?”

  “Not that I know of. I don’t understand it. All I know is that my husband is dead, and now probably my daughter.”

  “Sally, I’ll be up there just as soon as I can.”

  “Oh, Reuben, I hate to put you out, but it would be a great comfort to me if you were here.”

  “Don’t say another word. I’ll leave immediately,” Frost said.

  Frost was unable to think clearly on the ride to Greenwich. This new and horrible turn of events left him both depressed and confused. Was Sorella wounded by accident? He remembered reading of cases where dogs—Dobermans at that—had turned on their owners. Perhaps that was all there was to the attack on her. But couldn’t someone have provoked it? The same person who had killed Flemming perhaps? Maybe it was Randolph Hedley, Frost mused, repressing a sour laugh. Anything to keep business! No, it cer
tainly would not have been Randolph, upright and straitlaced Randolph.

  Frost was greeted at the Andersens with the news that Sorella was dead. He did his best to comfort her relatives—her mother, crying profusely; her husband, Nate, pathetically quiet and so shaken it was not clear that it had fully registered on him yet that he was a widower; and her brother, Laurance, also silent and also apparently stunned.

  Sally Andersen, amid sobs, also told Frost the other ugly news. Another note had been found, again held down with a rock and placed behind the dog kennel.

  “Where is it?” Frost demanded.

  “On the desk in the library. We’ve all tried not to touch it.”

  Frost went to the library immediately. What he saw was sickeningly familiar—a sheet of white typewriter paper with a message in block capital letters written in black ink. It read:

  HEART O GOLD IS THE FINEST PET FOOD x x BUT DOGS LIKE IT WITH A LITTLE ZIP x x LIKE CHUNKS OF SORELLA ANDERSEN x x LOVE x x x

  Reading the ghoulish note made Frost slightly dizzy. He steadied himself by leaning against the desk, then rejoined the family in the living room.

  “Have you called the policeman, Castagno?” he asked.

  “Yes,” Nate Perkins answered. “He’s on his way. In fact, here he is now.”

  The Greenwich detective came into the room, and Sally Andersen again reviewed the afternoon’s tragic events. Nathaniel Perkins took him, two other police officers and Frost back to the kennel. When Castagno, Perkins and Frost returned, and after the detective had examined the latest note, he began asking questions.

  “Mrs. Andersen, about what time was it when you came down to swim?”

  “Just about six. When I’m here, I always try to swim at six.”

  “And you said you heard barking from the Perkinses’ kennel?”

  “Yes.”

  “But no screams, no cries for help?”

  “No,” the woman replied, looking puzzled. “No, I don’t remember anything like that.”

  “And you, Mr. Perkins. You heard the dogs barking, but you didn’t hear any cries for help either. Is that right?”