by Jim Wygand
Phillip Shaw’s press conference got a good chunk of air time. He actually got more than any national news item that was reported that evening. The talking heads dedicated ample time to the “instant analysis” and the “what-did-he-mean-by-that” commentary that characterizes the TV media. The emphasis was on the new aggressive profile of the Shaw Corporation and its CEO and nothing was said about whether an IPO was in the works. Phillip had got what he wanted.
After the evening news Charlie called Warren Carpenter at his home. “Warren? Charlie here, I just saw the evening news. It looks like Phillip came off pretty well.”
“You bet, Charlie. He looked great and like he was ready to do battle. I thought he handled the questions superbly. The press was in a dither as they left the company.”
“I talked to my friend at the bank today, and he told me that his boss literally jumped at the chance to work for Shaw on a search for acquisitions. I told him that someone would contact him soon to discuss terms. I also told him that we would insist that he be the ‘point man’ on the assignment.”
“Good, Charlie. I think it best that Bill be the contact person with the bank. I am the family attorney and it might raise eyebrows if I were the one to do the contact work. Let the company’s auditor do the footwork. I will review the documents and brief Phillip but no one should know that I am involved.”
“OK Warren, I’ll contact Bill and let him know. By the way, where do you want to meet on Friday?”
“Get a small meeting room at the Ritz again and let me know. We’ll stagger our arrivals. I expect that the press might hound Bill a little bit to try to find out more about the company and Phillip’s announced strategy but you and I will not have a problem.”
“OK, I’ll call Bill now and get back to you tomorrow. And when you talk to Phillip, congratulate him on his press conference. He looked great!”
“Will do, Charlie, talk to you tomorrow. Bye.” They both rang off.
Charlie immediately called Bill Cummins on his home phone, “Bill, how are you? Did you see the news on the press conference?”
“See it? My God, I’ve been getting calls all afternoon from the press. Everybody wants an inside track to Phillip’s announced expansion plan. Once the news hits the papers the calls will slow down or stop, but until everybody files I expect to be getting calls for the additional nugget of information.”
“I thought it went well, Bill, what did you think?”
“Phillip is a smooth one all right. He put just enough out there to get front page in the business section of the majors. He also made sure that subsequent press coverage would be directed at him personally. He’s smart.”
“That’s for sure. I talked with Warren a few minutes ago to tell him that my pal at the bank has accepted to represent Shaw’s interests in an acquisition search. He said his boss was happy as hell. Warren thinks that you should call to set up a meeting to discuss terms. He doesn’t want to show up given that he is the family’s attorney. It might raise eyebrows.”
“I agree. Normally this would be the bailiwick of the corporate legal office, not the family attorney’s. It would not be a surprise however, if the company’s auditor was doing the footwork.”
“I told my pal that we would insist that he be the point man on the assignment.”
“Agree again. We should keep our leverage and insist that we determine who will be our contact. That shouldn’t do your friend’s career any harm either.”
“Yeah, he’s really grateful and he’s chomping at the bit to get started.”
“Give me his contact details, and I will call him first thing tomorrow. I’ll get all the necessary documents and contracts from him and we will review them with Warren. Your friend should have everything locked down by early next week.”
Charlie gave Cummins Joey Esposito’s office number. “By the way Bill, Warren suggested the Ritz for our Friday meeting. Is that OK for you?”
“Sure, but I’ll have to leave my office a bit early to escape the possible collection of reporters looking for more dope on the company.”
“Yeah, sorry about that, I’ll call you tomorrow with the name of the meeting room. Good luck with the press hounds!”
“Thanks, Charlie. Talk to you tomorrow, bye.” Cummins hung up.
* * * * *
The next day Bill Cummins called Joey Esposito and arranged a meeting with Joey and Joey’s boss for the following day. Charlie arranged the meeting room at the Ritz-Carlton for Friday afternoon and called Cummins and Carpenter to provide the name of the room.
The day’s newspapers all made front-page references to Phillip Shaw’s press conference and provided ample detail and commentary on the front-page of the business and economics sections. The headlines proclaimed the expansion plan of the Shaw Corporation. “Phillip Shaw Announces Aggressive Growth Plan” was the lead in one newspaper. “Shaw Goes for Growth” was the lead in another. All emphasized the new posture of the company. Only one speculated that an IPO might be in the offing but it was one of the minor publications and the article was written by a junior reporter. It would not attract much attention or enjoy much credibility in the market. All of the articles informed that Phillip Shaw himself would lead the effort together with his “capable management team”. This was what Phillip needed to ensure that he would be in the press often over the next several months. He wanted maximum press exposure of his management, political, and negotiating skills before the IPO took place.
Phillip reviewed the press coverage in his office with Warren Carpenter who had stopped by to brief Phillip on the latest developments in the search assignment. “What do you think, Warren? Did the press conference go well?”
“I think you knocked them all for a loop Phillip. Everyone was expecting you to come out and thank people for their support and assure the market that the conservative, staid Shaw Corporation would soon be back to business as usual.”
“Yeah, I picked up on the surprise when I saw all those reporters suddenly pop up in their seats and start taking notes. They were expecting some of the same old PR bullshit and I think I caught them by surprise. How do you think I fielded that question about an IPO?”
“You deflected the issue nicely, I thought. It was good that you mentioned that it is always a question that gets asked so no one gave it much currency. Besides, the guy that asked it is a very junior reporter on a small publication. I saw that he mentioned it in his article but to the market I think it will sound like the kind of question someone who is not familiar with the Shaw Corporation would ask so no one will give it much attention.”
“Dad called me last night to say he thought it was a successful press conference. He especially liked my reference to the ‘considerable work’ he had done to build the company. What an ego!”
“Well, it’s nice to know your father is going strong as ever. I would have been worried if he had not made reference to the comment about him. At least he was pleased!”
Phillip laughed, “You got that right, Warren!” He continued, “By the way, Charlie Mullins did a bang-up job on his analysis of the company. He’s a smart guy. You think I should bring him on to the campaign team when I run for office?”
“It’s early yet, Phillip. Let’s see how he follows through on the acquisitions. I like him. He has maturity and street smarts. Moreover, he is discreet and loyal. He’s managed to keep the search compartmentalized so it can’t be linked to us. He’s got a friend at a bank that doesn’t deal with Shaw so the search won’t look as if it’s Shaw that is shopping around. The banker will be reporting to Bill Cummins just in case something leaks. We still want to keep Mullins out of the spotlight mainly because of Fred Perkins.”
“Glad you mentioned that. I have to talk to Fred. I want him to know that he will be included in the discussions but that Bill Cummins is leading the search effort. I don’t want his nose out of joint and I sure don’t want him to know that his subordinate is doing the footwork for me on this plan. There’s no telling wha
t he would do if he thought I was going around him. For sure, he’d be scared as hell.” Phillip made a note to himself in a leather notebook he always carried with him. He would talk to Perkins first thing Wednesday morning. “Keep your eye on this Mullins guy, Warren. He could be useful. Loyalty is hard to come by.”
* * * * *
Charlie went to Shoreville for his regular Wednesday bowling league night. His friends were anxious to hear his take on Phillip Shaw’s return and the plans to expand the company. They all wanted to know what it meant for their jobs. Charlie was careful to emphasize that he did not have direct contact with Phillip Shaw but that from his contacts with the operating department heads he thought that the new posture of the company was good news for all. He said that growth and job security usually went hand-in-hand and that the Shaw Corporation had always been a good corporate citizen and could be counted on to look to employee welfare. He added that he did not think the company had it in mind to start moving production offshore or start cutting back on personnel.
He knew that the comments and questions of this group of friends were highly representative of what the rank-and-file of Shaw employees would be thinking about. He would pass on their concerns to Warren Carpenter so Phillip Shaw would know and could make sure to address such issues in press and employee conferences.
He stayed around for the customary pizza and beer after league night. Come Friday he would tell Warren Carpenter what he had heard from Shaw employees in Shoreville.
He was careful to make sure he was not being followed back to Philadelphia after washing and drying his bowling shirt and storing his gear. He suspected, correctly, that Sharon Gallagher was at least temporarily stymied by his last set of evasive maneuvers and that she was probably confused. But he knew that Sharon was obstinate and would not give up easily.
Gina was listening to some soft jazz when Charlie arrived to the apartment. She rushed up to kiss him as he entered the apartment. “Hello, handsome. I’ve missed you. How are things in Shoreville?”
“All abuzz, Gina, everybody was talking about Phillip’s press conference and the expansion plan. There was some concern that the company might start doing what a lot of others have done by moving production offshore and leaving employees in the lurch. I told them that as far as I knew that was not in Phillip’s plans. I hope for their sakes I am right. But I have to wonder what a bunch of new owners, especially if they are institutional investors, will do when they own the company.”
“You think the new owners would shut down operations in places like Shoreville, Charlie?”
“I don’t know, Gina. Company loyalty to employees is not what it used to be – if it ever really existed in the first place. You see what is happening in other companies. Thirty-thousand laid off in one company, another company moves its manufacturing to China, whole communities are suddenly without jobs. The only thing that might keep it from happening at Shaw is the possibility that Phillip will eventually go into politics. He would not want to leave that kind of misery in his wake if he wants to get elected to public office. But you just never know. Once he is no longer in control, anything could happen. I think a lot will depend on what Bill, Warren, and I come up with as acquisitions.”
“Shoreville would collapse if Shaw were to shut down or move operations offshore, Charlie. Practically everyone there works for the company. And all those events that the company sponsors…the whole town would simply die.”
“Well, I’ll do what I can to keep it from happening, but times have changed sweetheart. Job security is a thing of the past in America.”
“What about the wacky wives, Charlie? Did they follow you this time?”
Charlie laughed, “No, Gina, I think Sharon Gallagher is trying to figure out what to do next. She really looked mad as a hornet when I led her back to Shoreville. But I suppose she will be back as soon as she works out some new scheme.”
Charlie pulled Gina to him and kissed her. “How’d you like to pull off my navy blue silk boxer shorts, you sexy creature?”
“Thought you’d never ask. Let’s go!”
Charlie and Gina moved to the bedroom, made love, and fell asleep.
* * * * *
The following Friday afternoon Charlie, Warren, and Bill made their way to the Ritz-Carlton for their now-regular meeting. Charlie was the first to arrive and Warren Carpenter was close behind. They had to wait a bit for Bill Cummins who arrived looking harried.
“Whew,” Cummins said when he walked into the meeting room, “I had to dodge reporters as I came out of the office. Those guys think that something is already happening and nobody wants to miss a story. I’m not used to that kind of stuff!”
Charlie laughed, “Yeah, I guess auditors are used to the background. Phillip has turned you into a rock star, Bill!”
“Well, at least the business reporters are a somewhat more staid bunch,” Bill said, “but they can still be a pain in the butt. Anyway, I shook them off and told them I have other clients to worry about too, so I couldn’t tell them anything right now. Let me fill you in on the meeting I had with Joey Esposito. I brought the contract the bank uses with me for your review, Warren. It looks OK. There will be a success fee for any deals we close with a company the bank introduces but it is a reasonable one. The bank wants Shaw to be a customer when this whole thing is over so they are soft-pedaling on the fees. I told them that we want Joey to be the point man on the search and they agreed.” He handed the contract to Warren.
“Good work, Bill,” Carpenter replied, “I’ll run this by Phil over the weekend and get it back to you first thing next week. The sooner they get started, the better. Did you get a favorable impression of the guys who will be working on this?”
“Joey Esposito impressed me as a smart guy. He shows maturity and he understands our needs. Charlie did a good job briefing him and he is loyal to Charlie. He is also smart enough to know that this is a big break for him. His boss is so anxious to bring Shaw into the bank that he can be counted on to do the job right. I’m sure they will beat the bushes for some good acquisition targets.”
“Good, so we are ready to start. What did you guys think of Phillip’s press conference and the press coverage?”
Bill Cummins said, “Well if the reporters who keep calling me and the ones hanging out in front of our office are any indication, he has sure drawn attention to the Shaw Corporation and to himself.”
Charlie told Warren and Bill about the reaction over in Shoreville and some of the questions his friends raised. Carpenter responded, “Phillip is not about to create a situation that will result in massive layoffs or shutdowns of manufacturing facilities. You can tell your friends that their jobs are secure, maybe even more secure than before. You should stay in touch with those friends of yours Charlie. They are an important source of intelligence to Phillip as we move forward with this project.”
“I will, Warren, they’re the ones who will be most affected by a change of ownership even though they have no idea that that is in the cards. I’ll be sure to keep my ears tuned to the scuttlebutt from the factory floor.”
“Good,” Warren replied, “what’s our next step now, Charlie?”
“Well, I thought I would start talking to the operating department heads. Will Phillip talk to Fred Perkins?”
“I’ll find out over the weekend. I think he has already had a conversation with Fred. His plan is to have Fred working with him as a key financial advisor on the expansion project. That will keep him plenty busy and feed his ego. He won’t be watching you closely if he is reviewing proposals for Phil. You know Fred. If Phil told him to jump off the bridge, he would do it. He’ll be so wrapped up in keeping Phil happy that he won’t have time for anything else!”
Charlie laughed.
Bill Cummins said, “I’ll take the contract over to Joey Esposito as soon as you have it reviewed and signed by Phillip. I’ll arrange to have bi-weekly meetings with Joey until things heat up and then maybe we will go to weekly. You guys agree?
”
Warren and Charlie nodded in agreement.
“OK, so we are running now,” Warren Carpenter said, “let’s meet again next week. I suggest we use my office next time. I don’t think we should schedule any more meetings at Bill’s office in view of the press coverage. If anything urgent should come up, we will communicate by telephone. Do we all have secure lines?”
“We do,” said Bill Cummins, “and I have a secure line at home too, because of my auditing work.”
“Both my office and my home are covered,” said Carpenter, “you OK, Charlie?”
“I’ll get an accommodation line here in Philly that will forward calls to my home” Charlie lied. “I’ll take care of it.” He smiled inwardly because he knew that Gina’s phone was secure for other reasons. Carlo Rizzo made sure of that and Carlo could get him just what he needed in a flash.
“OK guys, next week at my office? Same time?”
“Agreed,” Charlie and Bill said in unison. They left the hotel separately.
Charlie arrived to Gina’s apartment to find her dressed to go out. “Trattoria, Mullins? How about some happy hour and a light meal. It’s been a while.”
“Great idea, beautiful. Let’s go out.”
* * * * *
The next morning Charlie drove over to Shoreville for softball practice. He went through his regular routine of securing his house. The team was in a light mood. Charlie noticed that Bill Gallagher showed up with Bob Simms. That meant that Sharon had the car. Charlie noticed that at least twice during practice he saw Sharon drive by the practice field. After practice he went off with his teammates for pizza and beer where he fielded the same questions that had been posed on Wednesday. He assured his friends that Phillip Shaw was serious about the expansion and that no one should worry about job security.
When he drove back to his house, Charlie did a tour around the block before pulling into his garage. He saw Sharon Gallagher’s car parked around the corner from his house where she thought she would not been seen. After Charlie drove past her car, he noticed in his rear view mirror that she pulled away from the curb and quickly left. He entered the house, went through the usual routine of setting his timers and washing and drying his uniform. When he was finished he got into his car and headed back to Philly and Gina. His drive-by had shaken Sharon who had not expected to be seen, and he did not see anyone following him as he drove up I-95.