“FAST-ACTION…THE AUTHOR’S WORST-CASE SCENARIO OF SCARY POLITICAL RAMIFICATIONS COULD EASILY BECOME TOMORROW’S NEWS.”
—Pittsburgh Post-Gazette
“A rich, heavily-textured, action-packed thriller.”
—Mostly Murder
“A high-speed thriller…relentless suspense.”
—Elwood Call-Leader
“Better than The Firm…resembles Robert Ludlum when Ludlum was fresh and young…A grand first novel.”
—St. Petersburg Times
“Offers insider’s knowledge of the high-stakes world of investment banking.”
—Wall Street Journal
“Strikingly memorable and noteworthy.”
—Lansing State Journal
SIGNET
Published by the Penguin Group
Penguin Books USA Inc., 375 Hudson Street,
New York, New York 10014, U.S.A.
Penguin Books Ltd, 27 Wrights Lane,
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Published by Signet, an imprint of Dutton Signet,
a division of Penguin Books USA Inc.
Previously published in a Dutton edition.
Copyright © Stephen2, Inc., 1995
All rights reserved
REGISTERED TRADEMARK—MARCA REGISTRADA
Without limiting the rights under copyright reserved above, no part of this publication may be reproduced, stored in or introduced into a retrieval system, or transmitted, in any form, or by any means (electronic, mechanical, photocopying, recording, or otherwise), without the prior written permission of both the copyright owner and the above publisher of this book.
PUBLISHER’S NOTE
This is a work of fiction. Names, characters, places, and incidents either are the products of the author’s imagination or are used fictitiously, and any resemblance to actual persons, living or dead, events, or locales is entirely coincidental.
Ebook ISBN 9780593160152
Cover design: Scott Biel
Cover image: Image Source/Getty Images
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CONTENTS
Cover
Title Page
Copyright
Prologue
Chapter 1
Chapter 2
Chapter 3
Chapter 4
Chapter 5
Chapter 6
Chapter 7
Chapter 8
Chapter 9
Chapter 10
Chapter 11
Chapter 12
Chapter 13
Chapter 14
Chapter 15
Chapter 16
Chapter 17
Chapter 18
Chapter 19
Chapter 20
Chapter 21
Chapter 22
Chapter 23
Chapter 24
Chapter 25
Chapter 26
Chapter 27
Chapter 28
Chapter 29
Chapter 30
Chapter 31
Chapter 32
Chapter 33
Chapter 34
Chapter 35
Chapter 36
Dedication
Acknowledgments
About the Author
PROLOGUE
February 1992
Life was good. Andrew Falcon was about to come into a tremendous amount of money—he hoped. Only fifteen months before, he had become the youngest partner in the 142-year history of Winthrop, Hawkins & Company, Wall Street’s oldest and most prestigious investment-banking firm. He inhaled deeply from the Macanudo cigar, leaned back in his wing chair, and blew thick smoke gently toward the high ceiling of the Racquet Club, the staid New York City gentlemen’s establishment. Typically, he didn’t smoke a cigar, but tonight it tasted good.
Falcon’s head was spinning. The annual partners’ dinner—his first, since last year had been his first as a partner—was four hours old. He had enjoyed several Glenlivet cocktails prior to the meal and a bottle of cabernet with his filet mignon. Now he noticed the white-gloved waiters beginning to uncork magnum bottles of Dom Pérignon.
It would take several minutes for the waiters to serve all seventy-six partners, and Andrew needed to maintain his stone-calm composure. In a very short time the annual bonuses would be distributed, and the anticipation was gut-wrenching. This wasn’t the corporate “ten thousand dollars and a pat on the back” bonus. This was real money, investment-banking money. Falcon reached for the snifter of cognac standing before him on the linen tablecloth.
The tables were arranged so that they formed a large U shape in the dimly lit, mahogany-panelled room. The chairman and most senior partner, E. Granville Winthrop IV, great-great-grandson of the firm’s founder—and a direct descendant of the Massachusetts Bay Colony’s first governor—sat at the head of the arrangement. The other partners were seated on either side of Winthrop according to their tenure with the firm. The most tenured of the partners sat immediately to Granville’s left and right and so on away from him as the individual’s length of service to the firm decreased.
Falcon sat at one end of the U, directly across the room from Roland Thompson. Thompson was a thin, Waspish-looking man of thirty-eight who, even though his eyesight was 20/20, wore tortoiseshell glasses. Thompson had made partner two years ago. Almost overnight he had guided Winthrop, Hawkins to the top of the convertible-debt league tables. This year, however, it was rumored among the partners that Thompson had made some very bad trades and lost the firm a great deal of money. But only Granville, the four other members of the Management Committee, and Thompson knew for certain. Losses in specific groups of Winthrop, Hawkins were not disclosed to the partners. Of course, that did not stop them from speculating among one another. Andrew noted that Thompson had become drunk early in the evening. He also noted that no one seemed eager to speak with Thompson during cocktails. Now the man was so intoxicated his head was almost resting on the table.
Thompson’s group was not the only area of the firm rumored to be bleeding. Revenues for the Fixed Income and Equity Underwriting divisions, two of the firm’s flagship units, were supposed to be below the healthy numbers of previous years. Origination, underwriting, and trading figures in those groups were all off. Off as a result of what the President of the United States termed economic stability—slow but steady growth. And what the investment bankers called anemia. They didn’t like slow and steady. They needed volatility to generate their huge profits. And there hadn’t been much of that lately. Andrew puffed on the cigar. Perhaps he should not expect so much from this dinner.
Falcon glanced toward the head of the table. Granville was smiling in his restrained, guarded way at something one of the other senior partners was saying. It was the same way Granville smiled at any piece of information, be it good, bad, or indifferent. Andrew scrutinized Winthrop’s face, but there was no way to determine anything about the bonuses from that visage. Granville was the consummate “I” banker, as investment bankers were called in Street parlance. His face never revealed his feelings. Because you could lose a
deal that way.
Andrew relaxed into the comfortable chair, grinning. Granville acted differently away from Wall Street. As a rule, he didn’t become overly friendly with others at the firm, but he had made an exception in Falcon’s case. In the past four years, Andrew had become an increasingly frequent weekend guest at Winthrop’s sprawling, oceanfront East Hampton estate—weekends Falcon wasn’t putting together another multimillion-dollar deal. There Andrew had learned of Granville’s personal side. He had learned of Granville’s love of Thoroughbred racehorses—of which he kept four at the grounds’ stables; of his prized antique gun collection; and of his huge yacht. They would sail all day with a crew of ten, then return at sunset to a delicious dinner prepared and served by the estate’s staff. After dinner Andrew and Granville would retire to the mansion’s venerable study to break open a bottle of hundred-year-old Scotch and discuss business and politics. They would talk for hours, and Falcon would commit to memory any shred of advice Granville imparted.
“What’s so goddamn funny?”
Falcon turned. The speaker was Jim Kunkowski, the partner who headed Winthrop, Hawkins’ interest-rate swaps desk. The smile faded from Falcon’s face. “Nothing.” It was the first word Falcon had said to Kunkowski despite sitting next to him for the past two hours. But that was investment banking. There were stories of men sharing offices for years and saying nothing to each other. They were there to make money. That was all.
Kunkowski was not a pleasant man. His temper was legendary, and it was no secret that people in his group despised him. But until this past year he had earned a great deal of money for the firm, so no one could complain about him openly. Making money was the bottom line at Winthrop, Hawkins, and he had been producing. But this year Kunkowski had lost a great deal of money, and the sharks were circling. “Nothing.” Andrew said the word again quietly and turned away.
Falcon relaxed into the chair and closed his eyes. The Mergers & Acquisitions Group, the most profitable area of Winthrop, Hawkins, and the one in which he labored fourteen hours a day, was also seeing a decline in income. But Falcon was not worried about his position, even though other investment-banking firms were laying off M&A specialists in droves. The senior people at Winthrop, Hawkins loved him.
Granville Winthrop had made that clear just yesterday when they met in the senior partner’s ornate office on the tenth floor of the firm’s headquarters at 72 Wall Street. The two had laughed about the fact that Granville’s office was on the tenth floor and not higher in the skyscraper, because the tenth floor was as high as New York City’s fire-engine ladders could reach. And in the next breath Granville had showered Falcon with compliments. “Despite the difficult times,” Granville had said, “you doubled your fee generation this year. You originated several important and visible transactions and brought a number of new, high-profile clients into the firm. We are all proud of you. Keep up the good work.” Andrew could still hear the words.
There should be no need for Falcon to worry about his bonus. It ought to be at least fifty thousand dollars more than the two-hundred-and-fifty-thousand-dollar bonus he had earned last year as a vice president. But with the firm potentially performing poorly, Falcon realized that the compliments in Granville’s office might have been intended to take the place of a good deal of this year’s bonus. And he needed the money terribly. Somehow last year’s two hundred and fifty thousand dollars was gone, despite being supplemented by his hundred-thousand-dollar annual salary.
Falcon opened his eyes and took another sip of the cognac. Did he have the fortitude to pull off what he was planning? Would he follow through on his convictions? Perhaps, even if the bonus was not what he hoped, he should remain conservative.
As the last glass of champagne was poured, Granville Winthrop rose slowly from his chair. Andrew watched the senior partner through the rivulets of cognac streaming down the sides of the snifter. Perhaps it was the distortion of the glass, but Granville seemed much older than the man with whom he had visited yesterday.
He moved stiffly toward a slightly raised podium in one corner of the room, pausing several times to bend down and whisper to some of the older partners seated near him. They treated him like royalty, several of them standing as he approached, nodding nervously at everything he said.
Falcon glanced about the room. The all-male partnership—there had never been a female partner at Winthrop, Hawkins—continued to speak to one another, but the noise level of the room subsided significantly as the men pretended not to notice Granville approach the podium.
The partnership was about to learn just how poorly the firm had performed this year, and they were nervous. A tremendous tension pervaded the large room, a tension Falcon could not sense, this being his first partners’ dinner. Normally the men would be in a raucous mood by now, intoxicated not only by the liquor but also by the prospect of the money they knew they were about to receive. But this was the first time in many years that profits were rumored to be down. And though the majority of the partnership was unaware of the extent to which earnings had declined, they were certain, as a result of hushed, private conversations in the firm’s rest rooms, in lonely conference rooms, and at secluded lunches away from Wall Street, that profits were definitely down.
Now each man was to find out how the Management Committee—the ruling body of the world’s premier investment bank—truly perceived him as an individual. Those who were in favor would probably still receive strong bonuses even if they or their areas had not performed well, because for whatever reason they were liked. Because they had the correct last name, or the right country club membership, or a trophy wife who had been subtly made available to one of the Management Committee this past year.
Those who weren’t in favor would likely receive nothing. It was called the “Sanction” at Winthrop, Hawkins. No bonus whatsoever. It meant that the Management Committee had determined you to be undesirable and wanted you gone. They waited until the economy was down to clean house. That way they could blame the denial of bonus on difficult times. But in reality, they did it because they didn’t like you. They did it to send a message. And the message was: Get out. There was always enough money to go around at Winthrop, Hawkins.
The Sanction had last been delivered in 1981, over a decade ago. And while it was true that no bonus would be distributed to a man receiving the Sanction, the firm would buy back his partnership interest immediately, at full value—which meant millions, even on an after-tax basis. The pain of the Sanction was not so much financial as psychological. It meant the world’s elite no longer wanted to associate with you; that for whatever reason, you did not measure up. And everyone in Wall Street’s exclusive club would know.
Granville reached the podium. Andrew leaned forward and watched as the silver-haired senior partner painfully lifted himself to the lectern. Granville always struggled when he walked. His right leg had been torn apart by a sniper’s bullet in Korea and had never healed properly, or so the story went.
He adjusted the small, gold-plated spotlight on the podium, then extracted a pair of half-lens reading glasses from his tuxedo jacket pocket and balanced them on his thin, patrician nose. As if on cue, the room fell silent. Conversations were abandoned in midsentence.
Suddenly, Granville thrust his champagne glass into the air. “Gentlemen, I bid you a prosperous new year!”
As one, the men slammed their shoes on the floor and champagne glasses in hand, rose from their seats. “Here, here!” The voices rose in unison, filling the great room.
Several of the partners glanced at Falcon to see if he had been caught unaware of the tradition. But he had risen exactly at the proper moment. The tradition was not to be revealed outside the room, but Andrew hadn’t missed a beat. It was a good sign. It meant that their newest partner was adept at obtaining inside information, which in the long run could only mean greater profits for the partnership. To these men, inside information was only
illegal at the SEC. It was an essential part of the business. A risk you ran. Andrew would never tell anyone that Granville Winthrop himself had disclosed the protocol yesterday in his office, because one never disclosed his source of inside information. That was the law.
“Mr. President, would you please give the partnership a synopsis of the financial results of Winthrop, Hawkins & Company for the fiscal year ended December thirty-first?”
“Yes, Mr. Chairman,” Ben Weingarten answered from his position to the right of the chair Granville had vacated.
The partnership, resplendent in identical black tuxedos and studded white dress shirts, still thrusting champagne glasses aloft, held its collective breath. Falcon could almost hear the men’s hearts pounding.
Weingarten read from an ancient leather-bound notebook. His voice was full and clear. “Mr. Chairman, for the year ended December thirty-first the partnership earned, before any employee incentive distributions, five hundred seventy-four million dollars, a six-percent decrease from last year.”
Five hundred seventy-four million dollars! Falcon could not believe it. He performed several quick calculations. The figure worked out to well over seven million dollars per partner. And this was a down year. Even if the five members of the Management Committee appropriated twenty percent of the profits for themselves and set aside another fifteen percent for all of the other nonpartner employee bonuses, almost three hundred and seventy-five million remained. That was still close to five million dollars for each of the non–Management Committee partners.
Income figures were never released to anyone but the men in this room, Winthrop, Hawkins’s accountants, and the Internal Revenue Service. It was one of Wall Street’s last great secrets. Despite all his efforts, Falcon had been unable to access this information in his years as a nonpartner. Now that he knew, he was astounded. Perhaps he needed to rethink his decision.
The partnership seemed to exhale a collective sigh of relief. Profits were down but not as significantly as they had anticipated. Perhaps there would be no bloodshed after all.
The Takeover Page 1
