The Takeover

by Stephen W. Frey

  Chambers rose slowly. “I don’t need to explain anything to you, Falcon. But I’ll tell you anyway. Katherine is my sister’s name.” Chambers glared down at Falcon. “You sit there with that damn smirk on your face thinking you’re so superior at thirty-five or whatever age you are. Try walking around with a diaper the size of a blanket stuffed into your suit pants because you have no idea when you’re going to need to go. Try gumming a filet mignon. Try driving at night. Try any of these things and tell me you have any confidence in yourself. My only regret is that I won’t be around to see you have all that fun. But I’ll be happy then. I’ll be dead.” Chambers moved slowly from the room without another word.

  Falcon sat staring at the steaming cup of coffee on the table before him. Chambers was right. Old age couldn’t be a whole lot of fun. He had sympathy for that. There was just one problem with Chambers’ diatribe. He had no sisters, just a brother in Florida. Falcon was betting on the fact that Katherine was a former secretary.

  He put his head back and closed his eyes. He had made history today. He had engineered the opening bid for the largest takeover ever. Now the object was to protect his page in the history book. He shook his head and opened his eyes. Other bidders were out there. Prowling. He sensed them. Now he had to defend what was his. God, he wanted Penn-Mar.

  19

  The Dunlop & Latham conference room resembled a war zone. They had been at it for three days, and the big table was cluttered with old pizza boxes still containing cheese triangles; partially full cans of every soft drink known to humankind; SEC regulation manuals; and mountains of paper. The carpet and curtains smelled terribly of cigar smoke. Barksdale had been unable to keep himself from the four Dunhills he had smuggled in yesterday morning. Finally he had attacked one of the stogies this afternoon, when the other three men had moved to Bartholemew’s office for a hastily arranged conference call with an antitrust specialist from the law firm of Davis, Polk. Chambers had erupted at Barksdale upon his return, but the damage was done. The room reeked of smoke.

  Outside, thunder rumbled over Manhattan and lightning crackled between the skyscrapers.

  “Damn it.” Falcon glanced quickly away from the computer screen toward the window.

  “What’s the matter?” Barksdale did not bother to remove his hand from his face.

  Falcon began to type more quickly at the computer. It had been set up at one end of the table only this morning. “If one of those lightning bolts knocks out the power to this building, and we have a power surge as the backup generator kicks in, I might lose this entire projection model.” Frustrated, he began saving the file on a diskette.

  “What are you doing?” Bartholemew asked. None of the men had gone home last night and therefore none had had the opportunity to shower or change clothes. But Bartholemew seemed as fresh as ever. The shirt remained unwrinkled, the pants were still finely creased, and the shadow on his face was very faint.

  Falcon stopped working at the computer for a moment. He had decided around three o’clock this morning that Bartholemew’s measured way of life was no act. “Do you ever get tired?” Bartholemew was the only one of the four who had not caught at least a few hours sleep last night on a couch somewhere in the offices of Dunlop & Latham.

  Bartholemew smiled. He was a good guy. Quick with a cynical or sarcastic remark, as were most lawyers, he had added a good deal of levity to some otherwise boring hours. “Like my idol, Napoleon Bonaparte, I usually go on about five hours of sleep a night, and if I miss a night, it doesn’t bother me,” he said.

  “What are you doing there?” Chambers asked. He said the words as if he were offended that Falcon had not yet responded to Bartholemew. But he used that tone each time he addressed Falcon now.

  “I’m trying to analyze what Hoechst, the big German chemical company, might be able to pay for Penn-Mar.”

  “Forget Hoechst, they aren’t doing well. Concentrate on DuPont,” Chambers said.

  “No, Hoechst isn’t doing that well, but the thing is, the German mark has become very strong against the dollar. Penn-Mar could turn out to be pretty cheap for them in mark terms.”

  Chambers attempted to speak again, but one of several phones on the conference table screamed shrilly, cutting him off.

  “Hello.” Bartholemew was on it immediately. “Just a minute. Falcon, it’s for you.”

  There it was. Bartholemew was now calling him by his last name.

  Falcon moved to the telephone. “Hello…yes…Now?…Right now?…All right, we will.” Falcon replaced the receiver.

  “What’s going on?” Barksdale leaned forward in his seat.

  Falcon picked up the remote control and switched on the small television built into the wall. The television flickered as he switched the channel to CNN. “That was a friend of mine who is a trader on the floor of the exchange. He said we ought to be watching CNN. Something about an announcement.”

  “What kind of announcement? What the hell’s going on?” Barksdale reached for another cigar.

  “Please don’t smoke that in here,” Bartholemew said, obviously annoyed.

  Falcon had not seen this emotion in Bartholemew before. Maybe he was losing his edge after all.

  Barksdale gathered himself. “Shut the hell up. I’m paying your bill and—”

  “Wrong! I’m paying his bill.” Chambers glared at Barksdale. “Don’t light that thing. Do you understand me?”

  Barksdale stared at Chambers for a moment, then replaced the long Dunhill in its white case and screwed the top back on.

  Falcon smiled as he turned up the volume of the television. Barksdale was the whipping boy, the dog to kick, someone Chambers could vent his frustrations upon. That was his role in the transaction.

  The CNN announcer stared directly into the camera. “Repeating, E. I DuPont de Nemours and Company has just announced that it will tender for one hundred percent of the shares of Penn-Mar Chemicals at eighty-two dollars a share. The offer will be an all-cash offer. Just two days ago, Veens & Company, a New York investment firm, announced an all-cash offer at seventy-five dollars a share—”

  “Damnit!” Barksdale threw a Pepsi can against the wall next to the television.

  “Shut up, Phil!” At this point Falcon did not care what Barksdale thought of him. The world was blowing up, and he needed to hear what the reporter was saying. It was the nightmare scenario. Chambers had called it right on the button. Andrew shot a quick glance at Chambers. To his surprise the older man remained calm, almost serene.

  “What the hell did you say to me, Falcon?” Barksdale barked the words.

  “He told you to shut up so we could all hear. I think it was damn good advice.” Chambers glared at NASO’s vice chairman.

  Falcon smiled at Chambers in disbelief. Where had that come from?

  “…the aggregate price for the equity at that price per share would be approximately thirty-three billion dollars. Adding the debt Penn-Mar has outstanding, the total amount of the deal exceeds thirty-five billion dollars, making it the largest tender offer in history. A DuPont spokesman stated that initially Penn-Mar would be left to operate independently, but that gradually, over time, Penn-Mar would be consolidated and absorbed into DuPont. The spokesman acknowledged that the Department of Justice might raise antitrust concerns with the merger of the two firms, which have many complementary lines of business, but said that at this point it was too preliminary to comment on exactly what the Department of Justice might decide.”

  A telephone in the conference room rang. Falcon turned down the television volume.

  Bartholemew answered. “Hold on.” He pointed at Falcon.

  “Who?”

  “Bhutto.”

  Kiran Bhutto was head of mergers and acquisitions at Morgan Stanley. His rise through Morgan, after graduating from the Wharton School twelve years before, was legendary. He was just thirty-eight.
Falcon had worked with and against Bhutto several times during his years at Winthrop, Hawkins, but at that time Bhutto had been more junior.

  Falcon grabbed the cordless receiver and moved to the window overlooking Fifth Avenue. “Hello, Kiran.”

  “Falcon, how are you?” Bhutto was always so goddamn friendly, like every other Indian Falcon had ever met. Friendly and brilliant.

  “Fine, Kiran.” He liked the accent and the way Kiran sometimes transposed the normal word order as he spoke. “How are you?”

  “Fine. Falcon, I’m sure you are aware by now that DuPont has announced its intention to acquire Penn-Mar.”

  “We just saw the announcement on CNN. Congratulations. Didn’t take much time for you guys to come up with the white knight, did it?”

  “We try, we try. Anyway, I’m calling to tell you that my client, Penn-Mar, will not be unreasonable about the whole situation.”

  “Talk to me, Kiran. What do you mean by that?” Falcon glanced back at the table, at the other three men. They were watching him intently. He turned back toward the window. So the chess match was beginning. Bhutto couldn’t even let the offer sit out there for five minutes. He had to know exactly how Falcon was reacting to the news so that he could judge the odds of a counterattack.

  “They realize that you and your clients have put a great deal of effort into this thing. We want you to be treated fairly.”

  “Fine, then have DuPont rescind its offer.”

  “Falcon, you always were a funny guy.”

  “Tell me about fair, then.”

  “We will sell to you the operations of Penn-Mar that your clients most desire. Whatever those may be. I dunno, they want European operations, specific product operations? Again, I dunno. But we sit down and talk about it next week. Monday, Tuesday, whenever you want, we talk about it.”

  “My clients want the whole thing.”

  “Falcon, you know how much firepower has DuPont. Why you want to make this thing so difficult? Take a piece and be happy. Then go home.”

  “We will bid higher for Penn-Mar.”

  “Senior management at DuPont want this thing real bad. You are not gonna win. They gonna go as high as you, plus one. They committed. You can go to eighty-nine, maybe ninety dollars a share. I been checking the last few days. I know the banks you got.”

  “Kiran, do you know where the equity money comes from in our deal?”

  There was a momentary silence at the other end of the line. It told Falcon all he needed to know. Bhutto hadn’t done all of his homework or perhaps had run into the same roadblocks as Falcon had during his due diligence.

  “Of course I know.”

  “Where?”

  “You think I’m stupid? You think I gonna show my hand?”

  “Just the country. Just tell me the country where the equity money is coming from.”

  “Get out of here. Why would I tell you that?”

  “All right, Kiran, my boy, I’ll give you a little hint since you’ve got no idea whatsoever and I can tell that pretty easily. I’ll give you the continent. Europe. The continent is Europe. And nobody, not you, not the Wall Street Journal, not the Financial Chronicle, and not CNN knows who the real money backing this deal is.” Falcon glanced quickly at Chambers. The older man was smiling. “Do a little digging into the European chemical companies, and you might start coming a little closer. DuPont’s big. Very big. But it won’t stand up to the consortium we’ve put together.” None of it was true, but what the hell, it was time to be a poker player. “Save yourself and DuPont some embarrassment. Don’t go higher than our next bid. We’ll sell DuPont some options so they don’t look like total idiots. Then start whispering in the ears of senior management at Penn-Mar so you and the rest of Morgan Stanley don’t look like idiots too. Start telling Penn-Mar management how we want to keep them around after the takeover. And tell them about how DuPont would kick them out on their asses about a month after the takeover is complete. Jesus Christ, did you see that report on CNN? Let me quote. ‘Penn-Mar will be operated independently for a while, and gradually it will be absorbed into DuPont.’ Or something like that. Let me put it succinctly. If DuPont wins, your guys are dead meat. Where do you think DuPont will look first to recoup some of its investment in this transaction if they win? They’ll look at the guys who are probably sitting all around you right now with real smug looks on their faces watching you make this telephone call. Senior management. The guys with the big paychecks. And DuPont will chop them off at the knees. Why don’t you put me on the speakerphone right now, and let me have a little talk with them?”

  “That won’t be necessary.”

  “Then you have a little talk with them, Kiran. Do them a favor. Show them the light. And let’s all save ourselves a lot of money.”

  “I will get back to you, Falcon.”

  Falcon flipped off the cordless phone and turned toward the rest of the deal team. They were already on their feet, applauding. Even Chambers.

  * * *

  —

  Rutherford did not want to stay on the line with the woman for very long. “You have been extremely helpful to us so far, extremely helpful, and I want to continue to receive this kind of information about Falcon.”

  “You will. I mean, I plan to continue to provide you with information. We have a deal.”

  Rutherford could hear the tension in her voice. She was scared out of her mind. That was what he wanted to hear. “Yes, we do, and we intend to stick to our side of the bargain. You keep taking care of us, and when this is all over, we’ll take care of you.” It was a bad choice of words. Immediately he wished he had said it some other way.

  “That’s what I’m sort of afraid of.” The woman tried to make light of Rutherford’s remark. She attempted to laugh as she finished the sentence, but she swallowed the last few words.

  “We aren’t that way. If you’ve gotten the wrong impression, I apologize.”

  She did not respond.

  Well, the hell with her. She was right, wasn’t she? When this was over, Phoenix would get his reward, and after a few hours of what Rutherford knew would be terribly painful torture, she would be taken care of. Grey would cut her into little pieces, stuff the remains in a fifty-five-gallon drum, and sink it in the middle of the ocean. They would never find even a trace of her body. Phoenix was nothing if not efficient.

  He became impatient. “All right, thank you for your time, and I’m sure we’ll be speaking again soon. Good-bye.”

  “Good-bye.” Her voice was still shaking.

  Rutherford put down the telephone. Things were going better than he could have possibly imagined they would.

  20

  It was nothing more than a small hole in the dense jungle, a place where the trees and the strangling vines from the huge overhanging limbs were only slightly less impenetrable. Overhead, the stars were obstructed by the thick foliage of the rain forest’s canopy, which was good. It inhibited the view of prying eyes from passing airplanes.

  Phoenix Grey glanced at the lighted dial of his digital watch. Seven minutes past two in the morning. It had been a long trip—six hours—but in the end it would be well worth the trouble.

  From Santo Domingo, the Dominican Republic’s capital, he and the other four men had been driven by limousine to San Cristóbal, forty miles west of Santo Domingo. The limousine had pulled into a warehouse on the outskirts of San Cristóbal, where the men were hustled out of the car and down a long set of stairs, through a tunnel, and into another warehouse. Here they waited for another forty-five minutes until they were led to a Land Rover, blindfolded, and helped into the back of the vehicle. For two hours they bounced over back roads of the Dominican jungle. The roads became worse with each passing minute, until the truck finally stopped, and they were helped from the vehicle and their blindfolds removed. Then they had walked an hour through the bug-infested ra
in forest.

  Phoenix wiped a bead of perspiration from his brow, then slapped at a blood-sucking mosquito. Six hours. A long, roundabout trip. But you couldn’t be too careful. After all, he could not have Rutherford learn of this little excursion.

  During the six hours, none of the men had spoken a word. There were no introductions, no pleasantries, and no idle conversation. There was no reason for any of that. Grey would never see any of these men again. They had each paid twenty-five thousand dollars for this evening, but it had nothing to do with camaraderie.

  They sat in the folding chairs, arranged in a rough semicircle, in the darkness. They were just at the edge of the light that lapped at them from the two torches, alone with their thoughts.

  Grey smelled the woman before he heard or saw her. The faint scent of perfume drifted through the night air, and he noted it immediately. He possessed tremendous senses and used them to his best advantage. He had trained for years not to rely exclusively on sight and sound, and it was his ability to use his body to its fullest capacity—as well as his absolute lack of remorse—that made him such a perfect killing machine.

  Phoenix Grey was not a large man. In fact, he was quite average in stature, but that was how it had to be. A medium-size man could appear large through the use of certain cosmetic techniques. But a large man could not be made to appear of average build. Grey had no distinguishing marks: no scars, no blemishes. Again, that was how it had to be. They could be added cosmetically to disguise himself, as the wart on the outside of his left nostril had been tonight—along with the beard, the mustache, and the crow’s feet around the eyes—but nothing could be real.

  Despite his average build, Grey was immensely powerful. In addition, he knew and constantly practiced karate, so that no matter the size of his opponent, he could make useless whatever piece of anatomy was appropriate and render him helpless. He had killed many times with his bare hands in the past, but not recently. Perhaps it was time to do so again, simply to make certain that his skills had not diminished.