The Takeover

by Stephen W. Frey

  “A terrible shame, Mr. Falcon, but you see I brought Ms. Mullins with me for the express purpose of having her discuss the logic behind the software and, of course, the defect directly with Mr. Bernstein.” Froworth nodded at the mousy woman. “Is he Jewish, by the way?” His upper lip lifted slightly to one side.

  “I believe he is.”

  Froworth sniffed.

  “Is that a problem?” Falcon could feel his pulse quicken ever so slightly. He was not particularly religious or particularly close to Bernstein, despite the fact that they had cofounded MD Link. But Falcon had never lost his working-class hatred of snobbery.

  “Of course not. Mr. Bernstein’s denomination is none of my concern.”

  Froworth was not nearly as good a liar, a fact Falcon noted.

  Jenny returned with tea for Lord Froworth and his assistant, and gently placed the saucers onto the front of Falcon’s desk. “Hot tea. American style.” Jenny smiled effusively at Froworth as she waited for him to taste the tea.

  Froworth took a small sip.

  “Is that all right?” she asked seductively.

  “Oh, yes, quite.” Froworth was suddenly flustered.

  Falcon suppressed a smile. Jenny was doing all she could to help.

  She winked once at Falcon as she walked from the office.

  Froworth watched her go with an old man’s longing, but once she had gone his demeanor changed rapidly. “What kind of car do you drive, Mr. Falcon?”

  This guy is incredible, Falcon thought. He wants to make sure I am living a pauper’s life so that I will be motivated. So I’ll do anything to make the company a success. What a prick. But Falcon’s expression did not betray his emotion. “Toyota Corolla. It has over one hundred thousand miles on it.” He was going to kill Bernstein for making him go through this alone.

  “Really?” Froworth sounded surprised.

  Falcon nodded.

  Since Froworth had entered the office, Falcon had been aware that the mousy assistant had not taken her eyes from him. Suddenly, out of the corner of his eye, he thought he noticed her look away.

  “And in what kind of dwelling do you live?”

  “I’m not sure what you mean.” Falcon knew exactly what Froworth meant.

  “Do you live in a house or a flat?”

  “I rent a two-bedroom town house. I use one bedroom as a study.”

  Again Falcon thought he noticed the mousy woman look away.

  “Tell me about your family.”

  Falcon took a long breath. “My father lives in a very small house in a lower-middle-class section of Philadelphia. My mother died twenty-four years ago. I have no siblings.”

  Froworth took a long sip from the teacup, replaced it on the saucer, then stared directly at Falcon. “Well, we finally receive a truthful answer from you. Did you inherit your ability to lie from your father?”

  Falcon did not hesitate. “No, from my mother.” Falcon thought he noticed the small hint of a smile cross the older man’s face.

  “I’ll give you one more chance, Mr. Falcon. How much money do you have in the bank?”

  There was no reason to attempt further deception. Lord Froworth, or more likely his obnoxious assistant, had done the homework. They probably knew more about his house and his Porsche than he did. “Just over four thousand dollars in a local checking account and twenty-five thousand in a numbered Citibank account.”

  “Very good, Mr. Falcon. Now we’re getting somewhere.” Froworth leaned back in his chair. “So you want me to take five hundred thousand of my good money and throw it in after five hundred thousand of yours. Is that correct?”

  Falcon was suddenly very tired of the pompous Lord Froworth and his wordless assistant. He had been down this road many times before in the last three months with various investors, most of whom weren’t nearly as bombastic as the snide individual sitting before him now. But they were all basically the same. They asked a lot of questions to make themselves feel intelligent and then ultimately decided against putting money into MD Link: “Too risky. A good opportunity but not for us. We just can’t get our hands around the industry.” Falcon had heard all of the excuses. Froworth would be no different. So it would be back to a job on Wall Street. He might as well resign himself to this fact now.

  “Yes, Lord Froworth, that is exactly what I want you to do.”

  Froworth appeared ready to ask another question but hesitated. For a few moments he stared out the window behind Falcon, then slowly shook his head. “Mr. Falcon, I was going to ask you a lot of questions, you know, really begin the due diligence process. But I must tell you, after reviewing the numbers and the problems with the software, I just don’t think it’s worth wasting my time or yours. I mean, you can’t even make your partner available…”

  Falcon did not hear the remainder of Froworth’s sentence. He was distracted by the growing commotion outside the closed office door. He could hear voices increasing in intensity; a banging noise; and then a door slamming wildly. Froworth stopped speaking and stared at the door. The mousy woman huddled near the wall.

  Just then Jenny screamed. Falcon rose instinctively from the desk chair. At the same time the office door burst open, and Jenny tumbled into the room, falling onto her knees. She was crying hysterically. Calmly, Reid Bernstein stepped into the office and closed the door. He carried a large shotgun. Falcon instantly recognized it as the one he had loaned Bernstein for a supposed duck-hunting trip several weeks before.

  “Reid, what in God’s name…” Falcon began to move toward Jenny to see if she was all right.

  “Shut up, Falcon. I’m tired of all your bullshit. Just shut the hell up!” Bernstein waved the gun menacingly at Falcon, who instinctively took a step back toward the window.

  Jenny sobbed, hands covering her eyes.

  “Shut up, you stupid tramp. I’ve been so nice to you and you’ve never even noticed me. But of course you could never do enough for Falcon. I hate you!” Bernstein kicked her in the ribs, and she crumpled to the floor. Again Falcon moved toward Jenny. Again Bernstein angled the shotgun in Falcon’s general direction. But this time he pulled the trigger. The blast destroyed the window behind Falcon’s desk.

  “Jesus Christ, you idiot!” Falcon had felt the heat of the shot pass by him. He rose and started toward Bernstein.

  “Falcon, stay where you are!” Bernstein hissed. He brought the barrel of the gun down so that it was pointed directly at Falcon’s chest. “Is that clear?”

  Falcon stopped and stared at the end of the gun barrel. It occurred to him at that moment that he had always wondered how he would react to being held at gunpoint. Now he wished he had never had to find out.

  Bernstein turned slowly toward Lord Froworth. “So you must be the British venture capitalist who was going to be our savior. Stand up.” Bernstein sneered at the elderly man. He was smiling a crazy smile.

  Falcon could see that the pressure of the last few months and his failure to correct the software problem had driven Reid over the edge. Falcon glanced quickly at Froworth. Clearly he had never been held at gunpoint before either.

  The older man rose slowly. “I am Lord Froworth.” His stuffy voice shook noticeably. “I am the managing—”

  “I don’t care if you’re Mahatma Gandhi.” Bernstein grinned at Falcon. “I wonder why I thought of Gandhi at this moment. I’ll have to reflect on that sometime.” His voice became suddenly serious. Then he burst into laughter.

  “Reid.”

  “I told you to shut up, Falcon.” Bernstein glanced around the room. “Speak only when spoken to. That’s what my mother always told me. Children were made to be seen, not heard. What a wonderful old broad she was.”

  Falcon saw the beads of perspiration pouring down Bernstein’s face from beneath the dirty Boston Red Sox baseball cap that covered most of his curly dark hair.

  �
��So did the limey come through, Andrew, or is he just like all of the others? Is he going to invest money into MD Link, or tell us to go screw ourselves?”

  Falcon could feel Froworth’s glance, but he did not return it. “Why don’t you ask him yourself, Reid?”

  “Well, hell. Why didn’t I think of that?” Bernstein waved the gun at Froworth. “So, are you going to put some money into my little invention despite its itsy-bitsy problem? Well…are you?” Bernstein’s voice became chillingly serious.

  “I…I don’t know yet.”

  “Do better than that, old man,” Bernstein sneered.

  “I am certain we can come to some sort of accommodation.” Froworth’s voice shook uncontrollably. Ms. Mullins suddenly let out an audible sob.

  “You’re lying!” Without hesitation Bernstein aimed at Froworth and fired. Steel shot burst through Froworth’s chest and out his back, spraying the wall with blood. The older man was thrust backward over the chair and onto the floor.

  Falcon pressed himself against the wall. The two women screamed loudly, panic-stricken.

  “Shut up, shut up!” Bernstein’s eyes darted around the room. In turn he pointed the gun quickly at Jenny, Falcon, and the mousy woman. “Just shut up!”

  “Put the gun down, Reid.” Falcon’s voice sliced through the room. He could hear Froworth gasping for his last few breaths on the other side of the desk.

  “Hey, what the heck’s going on in there?” The unidentified voice came from outside the closed door.

  Before Falcon could respond, Bernstein turned and fired another blast, this time through the door toward the voice. The door disintegrated under the hail of steel. Again the women screamed.

  Immediately Bernstein turned back toward Falcon and leveled the barrel of the shotgun at him. Bernstein ignored the women’s screams. His eyes were set in a death stare.

  Slowly, Falcon began to move toward Bernstein, staring straight down the barrel into the crazed man’s burning eyes.

  “Don’t come any closer, Andrew!”

  “Are you going to kill me too?” Falcon inched toward Bernstein. He could see the body of Troy Hudson, a technician—the unfortunate voice on the other side of the door—lying facedown in a pool of blood in the outer office.

  “I ought to. If you hadn’t convinced me to leave my job at Microsoft, I’d probably be a sane and happy man right now.”

  “Give me the gun, Reid,” Falcon whispered. He could hear sirens coming up Route 1. “It’s over, and you know it.”

  “Oh, I do?”

  “Yes, you do. That’s the shotgun I loaned you for the duck-hunting trip. Three shots, Reid. That’s all that gun will fire.” The sirens were growing louder. “And you have fired all three already.”

  “This gun fires five rounds, Andrew.”

  “It would if it didn’t have a plug in it, Reid. But it does. New Jersey law. Three shots. That’s it.”

  Bernstein glanced quickly at the two women on the floor. They were staring at him, not daring to breathe. He looked back at Falcon. The gun dropped slightly, and Bernstein’s expression became suddenly sad. His eyes dropped to the floor.

  Falcon relaxed. “It’s over, Reid.” His voice was gentle. “Give me the gun.”

  Bernstein nodded. “Yes, it is over.” His voice was barely audible. He raised his eyes to meet Falcon’s. “You see, I may not know as much about software as I thought I knew. But I know everything there is to know about guns. I pulled the plug, Andrew.”

  With one motion Bernstein smashed the butt of the shotgun into the side of Falcon’s head, then lifted the barrel. And fired.

  2

  Granville Winthrop stood next to the ceiling-high window of his Plaza Hotel suite, hands clasped firmly behind his back, gazing out at the sunshine that drenched Central Park. How many times had he stood at this same window searching for solutions: thinking about how best to structure a hostile acquisition, plotting the strategy of the deal? Hundreds of times? And here he was again. Except that this time the plotting had nothing to do with business. Not directly anyway.

  He glanced at the rich, floor-length drapes covering the sides of the window. It was expensive keeping the suite, but it was easier than buying something on Park Avenue. The suite wasn’t an asset that had to be maintained for sale someday, not a situation where he had to worry whether he was buying cheap and selling dear. And that was its attraction. It wasn’t an asset. He had plenty of those. The suite was just something there for him when he needed it. He could extricate himself from the lease every year when it expired. But he never did.

  Granville did not spend many nights in the city anymore. He preferred to take the forty-minute flight from the lower Manhattan helipad to his estate. He had come to care for New York City less and less as he had aged. But it was convenient to have this place on those late nights when he entertained.

  He watched as thousands of people below milled through Sunday in Central Park. He watched them feed the ducks, buy hot dogs from sidewalk vendors, and stroll arm in arm—the typical things people did in the oasis of this cement jungle. They were so unaware. So completely unaware. For the most part, Winthrop believed, Americans were a terribly naive lot. They thought that as long as the country remained the most powerful military force in the world, it would be forever free. They did not realize that the greatest threat to any group or nation’s security came from within. America was no different.

  Granville unclasped his hands and turned toward the other man in the room. William Rutherford sat ramrod straight in a plush chair facing the window, his bearing military crisp. The others were not certain of Rutherford’s talents. Not certain of his ability to execute orders. Of the necessity of his involvement at all. But Winthrop was absolutely certain, and that was all that mattered. Winthrop was the leader.

  Winthrop reclined slowly into the leather chair beside the window. Rutherford was different from the others. Granville had to admit that. Rutherford was ex-army and ex-CIA. Afraid of nothing. The others were businessmen who knew nothing of killing. Rutherford knew how to accomplish a mission, any mission, and he would use any means at his disposal to do so—which was what the plan required and what intimidated the others. This wasn’t some chickenshit thing they were trying to accomplish. This was serious. Things might get nasty. And sometimes, if you were going to come out of a nasty situation victorious, you had to have some tough people in your corner.

  “How are you this morning, Bill?” Winthrop began.

  “Fine, sir!” Rutherford answered emphatically in his raspy military voice.

  Winthrop smiled at Rutherford. Just under six feet tall and at least two hundred pounds, he was a rock of a man. His hair was clipped so short he appeared blond, but his eyebrows were dark, giving away his true coloring. “Good, Bill. Good.” Winthrop said the words soothingly, hoping Rutherford would relax. Knowing he wouldn’t. “You will take care of that detail for me, the donation.”

  “I will. I’ll move the money tomorrow.”

  “Thank you.” Granville removed the reading glasses from the bridge of his nose and put them in his suit coat pocket. “And you will attend the function?”

  “I will.”

  “Good.” He watched Rutherford methodically, slowly cross his legs. It seemed that Rutherford did everything methodically, that every movement of his body, every plan he executed, every part of his life was calculated and had purpose. There was nothing spontaneous to this man. Once chosen, he did not veer from a path, and he allowed nothing to stop him from reaching the end of that path. He was absolutely and perfectly rational. Winthrop respected that most about Rutherford. Nothing was left to chance. Nothing was personal. It was all about accomplishing the mission. The rest of them could take lessons from this man. And to think, they had questioned Rutherford’s initiation. Ridiculous.

  Rutherford redirected the conversation. “Granville, how muc
h of the company have we purchased so far?”

  “About seven percent.”

  Rutherford pressed both forefingers against his nostrils. The air made a whistling sound as he inhaled. “Doesn’t that mean we have to file something with a government agency somewhere? I thought I had read that.”

  Winthrop shook his head. Rutherford and his photographic memory. Of course all the best CIA operatives had photographic memories. And Rutherford had been a top man in Europe before joining them. “Yes. Once any entity or group of related entities owns more than five percent of a public company’s stock, that entity is supposed to file a Form 13-D with the Securities and Exchange Commission. Its purpose is to alert the subject company’s management to the fact that someone might be taking a run at them.”

  “It sounds, Granville, from the tone of your voice, as if we haven’t filed our 13-D.”

  “No, we haven’t.”

  “But the SEC will figure that out sooner or later. Won’t they?”

  “No. Trust me. I’ve been doing this for forty years. We have twenty different entities buying shares out of ten different countries. They couldn’t figure it out unless they had someone on the inside. Only the seven of us know what’s going on. If we can’t trust ourselves, who can we trust?”

  “What has the stock price done since we started buying?”

  “Our first purchase six months ago was at twenty-four dollars a share. The stock closed Friday at twenty-five and an eighth. That’s an increase of about five percent. In that same time frame, the Dow Jones industrial average has increased just over four percent. Average daily trading volume of the target’s shares is not dramatically different than it was before we started buying because our brokers are using working orders—percentages of other, unrelated buy orders. So we’re buying only when others are buying. Bottom line, our purchase activity shouldn’t catch anyone’s attention. And it hasn’t.”