She turned to go, but then faced Tyler again and said, “Joe Earl will have a fit. Could we just think about it as, uh, ‘having come to light’?”
“Of course,” Tyler said, smiling.
Sloan drove his Porsche slowly now.
Celia held his hand, relinquishing it only for his gear shifting. “I’m frightened, Tom. I don’t like that word, but I think the right thing for me to do is call whoever is in charge at ICP and tell them if they’re ready, I’m ready. Three thousand or a million or whatever. I want this to be over!”
Sloan nodded.
Twopenny Lane was again a quiet side street when Sloan parked in front of Celia’s damaged Miata.
She looked at the Miata. “Four thousand?” she said.
“Easily.”
The front door was locked.
“I wonder where Cynthia is.” She handed her key to Sloan.
Inside, Celia ran her fingers over her face. “Be right with you. I have to examine the damage.”
Celia returned five minutes later. “A little make-up and I’m me again.” He smiled. “Is Cynthia here?”
“Asleep. I decided not to wake her.”
“Odd. Was she here when you were hurt?”
“She had to have been. My memory is a little fuzzy, but I’m pretty sure I was talking
to her just as I walked out the door.”
“Peculiar.”
“I’ll ask her when she wakes up.” Celia sat on the couch beside Sloan, then reached
for the telephone. “I’ll just try Mother again.”
“She doesn’t know?”
“I tried to call from the hospital, but there was no answer.” Celia tried to call her
Mother again. “Still no answer.”
“May I use the phone?” he said, “I’d like to check in with the Congressman.” She nodded, then twisted her body and lowered her head onto Sloan’s lap.
Monica found Harding in the office next door. “Said it was urgent.” She handed him a slip of paper and his cell phone.
Harding touched the numbers Monica had given to him.
“Morgan residence,” Sloan said.
“Harding.”
“Thanks for the quick response.”
“What’s going on?”
Sloan recounted what he knew of the attack.
“What do the police have to say?”
Sloan described Celia’s visit by the police.
“What did they find out at ICP?”
“We haven’t heard anything.” Sloan hesitated. “And I think you should know Celia’s ready to settle with ICP—whatever it takes.”
“Sons-ofbitches,” Harding murmured.
“And I agree with her. Money’s not everything and these people...”
“Right, right. I agree with both of you.”
“I’ll let you know what we’re doing.”
Chapter 26
Sloan and Celia had barely gotten comfortable again when the telephone rang. Celia listened to the caller’s name and gave the handset to Sloan.
“Where’ve you been?” Tyler demanded. “I’ve been trying to find you since 4:30.”
Sloan described the attack.
“Sons of bitches! You’re sure she’s OK?”
“Will be.”
“I’m looking forward to meeting her—which I predict will happen soon.” He described the visit by Rose Waldron and the history of the envelope she had left with him.
“Would you mind bringing it over?”
“Given my level of curiosity?”
Sloan gave Tyler directions to Twopenny Lane.
Twenty minutes later, Sloan led Tyler into the living room. “Celia, this is Woody Tyler. One of my team, a long-time associate, and my best friend. Woody, Celia Morgan.”
Tyler stared at the woman, then said, “Left all of the ugly out of you, didn’t they?” Celia blushed.
“Don’t mind him,” Sloan laughed. “He’s an accountant. No diplomacy, no verbal
skills. On the other hand, there’s nothing wrong with his eye -sight.”
Celia smiled.
“Now, what about the envelope?”
Tyler handed it to Sloan.
“You didn’t open it?”
“Not addressed to me.”
Sloan shook his head, then opened the envelope and extracted a second envelope. “According to Joe Earl’s local secretary,” Tyler explained to Celia, “that’s a
document that’s been missing from your Uncle Will’s file at Joe Earl’s Decatur office for thirty some years.” Sloan sat on the couch beside Celia and inserted his index finger under the flap. The flap opened without resistance. He removed the single sheet, grasped it by the center of the top and bottom and pulled the paper open. Sloan sniffed the air. “The paper smells— old.”
Celia wrinkled her nose.
Sloan began to read.
PROMISSORY NOTE April 26, 1900 Atlanta, Georgia $1,000.00
Relative to that certain loan in the amount of one thousand dollars ($1,000.00), made on level date to this Promissory Note, to Cement Products, Inc., a Georgia corporation (hereinafter referred to as “Cement”), by Daphne Cynthia Dryden (hereinafter referred to as “Dryden”), Cement promises to pay to Dryden or, if she be deceased, to her heirs, the sum of one thousand dollars ($1,000.00), with interest at five percent (5%) per year upon demand on, or at any time after, April 26, 1903, in Atlanta, Georgia, or such other location as Dryden shall designate.
This Promissory Note is collateralized as follows: in the event this Promissory Note is not paid in full, plus interest from the date of the subject loan, on or before the due date, Payee, upon demand, shall be conveyed a fifteen percent (15%) share of the common stock of Cement or of any entity successor to Cement.
This amount of ownership shall not be diluted by any act of the Board of Directors or the shareholders of Cement prior to the demand and payment, including, but not limited to: sale of additional equity ownership in Cement; provision of equity ownership in Cement to third parties; provision of equity ownership in Cement by operation of debt conversion or default; and any and all other actions by the Board of Directors or the shareholders of Cement that would otherwise dilute the equity ownership in Cement to be provided to Dryden.
Additionally, this note shall in no instance be adversely affected by the force of laches or any other aspect of the common law that might otherwise excuse Cement from making full repayment of the subject loan to Dryden.
By: _______________________ Lawrence B. Armbrewster, President
Witness: ____________________ Maxwell N. Niederlander, Secretary
Sloan handed the old piece of paper to Celia. “Easy does it. This has some age on it.”
After Sloan, Celia, and Tyler had each traded the note around twice, he took Celia by the hand.
“Did you understand the note?” He frowned, then continued before she could answer. “No, no, I don’t mean to be condescending. Of course, you understood what you read. I meant, do you understand the implications?”
“Given the look on your face, maybe not.”
“Let me give you my first impression: since the other living heirs of Daphne Dryden Morgan—which doesn’t include the Macon child—have signed releases to settle their rights of inheritance with ICP, you are the sole remaining person with an interest in this note. That means you will soon be the owner of a great many shares of ICP stock.”
“And that’s what this has all been about?”
“Yes.”
“Any idea about how much?”
Sloan didn’t reply.
“Worth what? Professor?”
Sloan hesitated. “Sorry. I was remembering the 1998 year-end report. Now I’m computing.”
“Compute faster, please.”
“I’m guessing a hundred million,” Sloan said.
“A hundred million dollars?” She looked as if she’d been slapped.
“Oh, no.”
Celia’s face fell. “Oh. I m
isunderstood.”
“You did indeed,” Sloan said, laughing. “A hundred million shares.”
“Shares? And the stock will be worth what?”
“May I hold that question?”
“Why?”
Sloan continued. “The Company will have to issue new shares—buying that much stock in the open market would be too expensive.” Sloan hesitated. “And that, of course, will add to the total shares outstanding, so you will be receiving fifteen percent of the new total amount.”
“OK, now about the value?”
“Then there’s the hit.”
“Hit?”
“The absolute paroxysm that will occur when news of this note reaches the world financial press.”
“The world financial press? My!”
“The hit will depress the price of the stock—but only temporarily.”
“Please!”
“But your stock will be worth—hmm—around four billion dollars.”
Celia was silent, then the color in her face faded. “Billion?”
He nodded and smiled. “Four.”
“The tax man will get his share,” Tyler said, “but not enough to put you in the poorhouse.”
She remained silent.
“You understand now?”
Celia nodded. “I understand what you said.”
They sat for a long time, looking at each other, with Tyler shifting his gaze back and forth. Celia shook herself. “You’re sure?”
“I’m sure about what the note says.”
“It’s genuine?”
“Given the provenance we have heard and the document’s appearance, I assume so. Also, we know what the Company has tried to do in order to avoid the effects of such a document.”
“Did you know about the note?”
“A ‘note’ of some sort was referenced in your Great Grandmother’s letter to her parents, but all we were sure about was ICP was protecting something.”
“Four billion. There’ll be a fight, won’t there?”
Sloan nodded. “People have already died because of this note. And you and I have been attacked. Yes, there’ll be a fight. More accurately, the fight will continue.”
“I’m not sure I even want the money.”
“That may represent wisdom beyond your years.”
“I’d divide anything I got with the family.”
Sloan nodded. “From a practical standpoint, having just an eighth...” He paused, computing again. “Having, say, five hundred million—pre-tax—to spend is probably not really different than having four billion. There are only so many Picassos and Ferraris one can buy.”
She murmured, “Five hundred million dollars.”
“Wait,” Sloan said, closing his eyes again. “Five hundred. At, say, a conservative six percent annual return. Thirty million. Divided by a factor of three hundred sixty-five. Then divide by twenty-four. Say, three thousand—pretax, of course.”
“Thee thousand?”
“The hourly return from an investment of five hundred million dollars at six percent.”
“Pre-tax,” Tyler injected.
“Three thousand dollars an hour!”
“A bit more.”
She stared at Sloan for a moment, then looked away.
“You’ll have to be busy, of course.”
Her thoughts returned to the room. “Busy?”
“Sure,” he laughed, “unless you’re a miser, you’ve got to spend three thousand dollars every hour just to keep up. Fifty dollars per minute. Almost a dollar per second. Every second.” He paused. “And if you’re not diligent in your spending, it’ll pile up on you.” He smiled, watching her absorbing the meaning of his words. “Take an hour’s nap? Got to spend six thousand the next hour just to catch up. Get your usual eight hours of sleep? Twentyfour thousand waiting for you at the breakfast table.”
“But, it’s pre-tax, no?” She was laughing uncontrollably now.
“Yes, there’s some pretty big relief there,” Tyler interjected.
Celia’s laughter subsided. They were silent as they considered what it all meant. Sloan’s happiness for the girl was mixed with despondency for himself. She might be a multi-millionaire soon, far beyond his reach.
Celia returned to reality first. “What shall I do now?”
“Well,” Sloan said, “I suggest we start off by protecting the note. And ask Joe Earl to guard the originals of the letters Rose FAXed to us.”
“How shall we protect the note?”
“For now, I recommend putting it—hmm—in the cookbook, back on the shelf.”
Celia returned to the living room. “Done.” “ I also recommend you not tell Cynthia about this just yet and you both get some sleep. Tomorrow we begin by talking to your attorney.”
“Except I don’t have an attorney.”
“We’ll find one.”
“You said ‘we’. You’ll help?”
Sloan hesitated, then nodded. “If you like.”
“Please.”
“I recommend we put the original in a safety deposit box as soon as we can.”
“I don’t have one of those, either. Couldn’t we just...”
He looked at her with a look as serious as he could muster. “Don’t let’s lose sight of what’s at stake here. We already know what someone will do for four billion dollars.”
Sloan raised his right index finger. “And I forgot a point. What would be the effect of your gaining a fifteen percent ownership of the ICP stock mean to ICP management?” Celia shook her head. “Easy. You, plus sensible institutional investors, might take over management. And that would mean Mangrum, McQuade, and perhaps others would find themselves unemployed. Wally and Dan are not only trying to avoid dilution, they’re trying to save their jobs.”
He pondered, then said, “There can’t be a higher stakes game in the world of finance being played anywhere on the planet right now.”
She looked solemn. “I’m not at all sure I want to play this game.”
“I understand that, but I don’t think you have any choice. ICP has to be dealt with one way or another. Otherwise, they’ll deal with you.”
Sloan stared into space, then said, “Would you mind if I called Joe Earl again? I can charge...”
“Never mind,” she laughed, “I may be able to afford a long distance call.”
Sloan described Rose Waldron’s delivery and the contents of the envelope . “But that’s excellent, Professor. Excellent!”
“Query, sir: you’ve had the note all this time. Why didn’t you tell us about it? And
give it to us?”
“I don’t have an excuse. I just didn’t remember it—not until you told me just now.
Thirty-three years is not much of a reason, but it’s all I have.”
“Hmm. I see.”
“Anyway, Professor, it’s all clear now? It’s more than enough to make murder and
attempted murder understandable. Four billion dollars!”
“Indeed.”
“Please ask Rose to safeguard the originals of the two letters she FAXed to me.
They’re supportive of the note.”
“Done. Now, what’s your plan?”
“Safety of the documents, safety of Celia Morgan, and finding the right lawyers.” “An interesting concern, that last. Who will want to take on ICP?”
“Tell me,” Celia said, what’s his interest in all this?”
“I’m not sure. He’s managing our part of the Task Force efforts, but there’s more. One,” Sloan began counting on his fingers, “he failed to help your Uncle Will. He may feel guilty about that and want to help the Morgans.” He paused again. “But that doesn’t work very well—how did he know our study would help the Morgans?”
“Good question,” Tyler said. Sloan continued. “Consider ICP. The Company has been instrumental in his winning all of his elections. But, two, he found the two letters that generated our interest in all of this. Three, he took the time to meet with me and W
oody regarding the fake minutes. On the other hand, when I suggested he look into your Grandfather’s death, he refused— adamantly.” Sloan paused. “But, four, he has supported my decision to stay here, rather than moving on to du Pont.”
“Well, on my other hand,” Tyler said, showing an open palm, “he somehow ma naged to forget what is by far the most important document we’ve seen.”
“Murky.”
“Murky is right,” Tyler said.
“OK,” Tyler said, “what about the safety deposit box?”
“Too late to do any banking today,” Sloan said. “First thing tomorrow.” “OK, what about Celia?”
“Guard duty for tonight,” Sloan said.
“Guards?” Celia said.
“Yes,” Woody said. “I imagine there are some pretty serious meetings in progress at
ICP regarding you.”
“I think you’ll be safest here,” Sloan said. “The police have heard your story and are
sensitized to the locale. And the neighbors are wary. ICP’s people can’t break in here
with submachine guns and start spraying the house. On the other hand...” “I’m convinced. Brrrr!”
“So—Woody and I are staying here tonight.”
Celia hesitated. “OK.”
“What do we have for weaponry, Woodruff?”
“There’s a Glock in the Ford.”
“Get it.”
“Guns?” Celia said.
“If we have a move by ICP here tonight, we want to be able to shoot someone.” He
paused. “Understand?”
“Yes—yes, I do. But Cynthia won’t.”
“What can we do about that?”
“I’ll take her to Mother’s.”
“No, I’ll take her,” Sloan corrected
“We’ll take her.”
“OK. And we’ll get some pizza.”
“Loaded,” Tyler said, as he handed the automatic to Sloan, “no spare clip, though.” “We’ll try to shoot straight.”
“What do you want me to do now?”
“Suppose you go to my place for my shaving tackle and some fresh clothing, do the
same for yourself, then come back here. We’ll divide the night into two shifts.” Chapter 27 July 3, Atlanta.
The Dryden Note Page 14
