The Dryden Note

by Henry Hollensbe

  “She wishes to secure the equity in ICP due her under the default provisions of the

  note given to her great grandmother by the Company.”

  Mangrum smiled. “All right. Now, what kind of a deal do you have in mind?” Sloan assumed a perplexed look. “Deal? There’s no ‘deal’ to be made. She wants

  the stock.”

  Mangrum recoiled. “That’s insane! Do you imagine we’re going to hand her a major

  portion of the Company’s equity?”

  Sloan stared at Mangrum, but did not reply.

  “If we are forced to fight, it will mean a long court battle and huge expenses on both

  sides. Wouldn’t you like to avoid that?”

  “The length, of course—that’s why we agreed to meet you today. But the cost— not

  particularly.”

  “I’m involved in this sort of thing every day, Professor. Do you have any idea how

  much money you’re talking about?”

  “Some.”

  “Where do you think you can find a firm of attorneys willing to take us on? I

  understand you’ve had a bit of difficulty so far.”

  Sloan smiled. “That’s true, Mr. Mangrum, but we envision holding a press

  conference shortly. We believe such a public airing will generate interest from major law

  firms around the country. The firm we select will agree to take the case on a contingency

  basis. Miss Morgan will be able to part with a hundred million dollars worth of ICP

  stock and never miss it.”

  Sloan waited several seconds for Mangrum to speak, then continued. “Is the meeting

  over?”

  “Oh, no, not at all. I was only taking a moment to determine just how specific I

  wanted to be in disclosing the more important elements of our counterattack.” He shifted

  his attention to Celia. “What are you going to do with the money, Ms. Morgan?” His

  smile returned. “Greed and avarice won't play well on the witness stand.” Sloan answered. “Miss Morgan has not completed her plans, but the bulk of the

  money is going to be placed in a public beneficial trust.” It was Sloan's turn to smile.

  “How do you think that will play on the witness stand?”

  Mangrum closed his eyes.

  “Anything else?”

  “How do you think the jury will like finding out how much the dilution will hurt the

  ICP shareholders?”

  “I don't expect most jurors will have much concern over the plight of ICP

  shareholders. Furthermore, I assume being an ICP shareholder would automatically

  disqualify any prospective juror.

  “And speaking of how things will play on the witness stand, how do you think your

  play with the releases will sound to the jury? Twentyseven thousand dollars!” Mangrum's face showed he had been hit again, but the look lasted only a moment.

  “Nice bit of fervor, Professor. You may have missed your calling.”

  Mangrum was preparing to continue, when his face went blank. He hesitated and

  said, “I wonder if we might be excused a moment? My associate and I would like to

  confer.”

  “Be brief.”

  Mangrum and Brian Dudley left the room.

  The three were silent as they considered what had happened. Tyler finally said, “Did

  you see the look on his face?”

  “I thought he was having an attack,” Celia said.

  Mangrum and Dudley stood in the tenth floor lobby. “Walter,” Dudley began, “no o ne has ever explained this problem to me. If you want me to be of value here, I recommend you tell me what’s going on.”

  Mangrum nodded. “You’re right. McQuade and I—like all of our predecessors— have kept this thing to ourselves, but you’re right.”

  He explained the issue.

  It was the attorney’s time to shake his head. “Walter, if you had confided in me at the outset of this alleged problem, it would have been immediately settled. Dan is too long out of Emory Law to be trusted to function in these sorts of circumstances.”

  “What do you mean?” Mangrum’s face brightened.

  “There is a principle in law called laches. It states if one doesn’t pursue the remedies available in a legal proceeding—in this case to pursue default provisions in an unpaid debt—he loses all of his rights. Since it’s been almost a century since...”

  Mangrum raised his hand to interrupt Dudley. “No help there.”

  “Why not?”

  “The subject note specifically sets laches aside.”

  “How...?”

  “The minutes are clear. The woman’s counsel demanded laches be set aside and the ignoramuses signed the note. The goddamned thing is collectable forever!”

  Mangrum turned back the way he had come. “Let’s go get it over with.”

  Mangrum took his seat. “I will this afternoon sign a Letter of Agreement in which ICP agrees to deliver to Ms. Morgan an amount of the common stock of ICP, such that upon receipt of such stock, Ms. Morgan will own ten percent of the outstanding stock of the Company.”

  “Ten percent?” said Tyler.

  Sloan frowned at Tyler and shook his head slightly.

  “Will the Board ratify your Letter of Agreement?”

  “Yes. I’ll convene a special meeting at which time I’ll introduce a resolution

  congruent with the contents of the Letter of Agreement. You may rely upon my sheep to bleat as directed.”

  “And when can we expect the meeting to be convened?” Sloan said.

  “Very soon. I have no interest in prolonging this matter. I have other, much more important work to do.”

  “Fine.”

  Mangrum and Dudley stood.

  “Oh, one further matter. The Letter of Agreement: where will it be delivered?”

  “Wherever Ms. Morgan wishes.”

  “Here—to the receptionist’s desk.”

  Mangrum nodded his agreement and led Dudley from the room.

  Sloan left Celia and Tyler in the lobby while he went to talk with Henry Grady. Five minutes later, Sloan returned. “Henry will receive the letter.”

  “And then what?” Tyler said.

  “We’ll figure that out.”

  “Get McQuade,” he murmured as he passed Evonne’s desk. “Listen carefully. Don’t ask any questions unless you fail to understand what I’m saying. I need no opinions or commentary.”

  “Yes, sir.”

  “I’ve decided to settle with the Morgan woman. While it will be painful for us, I feel it’s the overall best course. The professor has the note and he appears to know what to do with it. We’ll be better off paying her than participating in a public fight.”

  Mangrum shook his head and his voice had a lower, soft pitch. “Daniel, I just don’t know what else to do.”

  McQuade was barely able to mask his surprise at Mangrum’s change in behavior.

  “After all these years. After all of the battles we’ve won. Here I am, beaten by a goddamned teacher.”

  “So what would...”

  “Do not interrupt me! Draft a letter to the woman. The document is to be termed simply a Letter of Agreement. Get Dudley—he was there this morning and is aware of the circumstances.” Mangrum provided the details of a standard letter. “Ten percent of the stock. Then…”

  “I’m sorry to interrupt,” McQuade said, “but I must.”

  Mangrum snarled. “Let’s hope this is very important, McQuade!”

  “The percentage. Dudley said their note calls for fifteen percent.”

  “Hmm. Hmm. I’m sure I said ten percent during the meeting and the professor didn’t object. Hmm. Well, goddamn it!” He looked out his window for a long moment. “OK, we have one of two situations: their note is a fake or our minutes are in error.” Mangrum hesitated. “Put in ten percent and see how they react.”

  “Ye
s, sir.”

  “For my signature, witnessed by you and Evonne. Let me sign the goddamn thing as soon as possible, then deliver it to the professor’s attorney—where we met this morning. And call a Board meeting. Not later than the 14th.”

  Mangrum did nothing until, an hour later, he was able to depress the button flashing on Evonne’s intercom. “Yes?”

  “Mr. Hanrahan arrived at two-thirty this morning. He’s asleep in one of the crew rooms in FAD operations. He left word for you to call him when you’re ready.” Chapter 32

  Sloan, Celia, and Tyler were arrayed around a table at The Downtown Danish. “Why did you close out my question this morning concerning the percentage of stock?” Tyler said.

  “What do we really know about the provenance of this fabled note? Where have all of our documents regarding the Morgan family’s claim originated?”

  “From Joe Earl’s files.”

  “What do we know about those files, other than what Joe Earl and his secretaries have told us?”

  “Nothing.”

  “All we know for sure—because Mangrum has now admitted it—is there was a note, a century ago.”

  “Are you suggesting Harding..?”

  “I just think we can’t afford to muddy the waters at this juncture over a percentage difference. I want to get our hands on a Letter of Agreement in which ICP acknowledges there was a note to Daphne Dryden and Celia is owed ten percent equity in the Company. If we determine later the correct figure is fifteen percent, we can undertake to secure an additional five percent.”

  “Bird in hand,” Celia said.

  In his office again, Sloan called Harding. Sloan described the meeting and Mangrum’s ploys. “When those didn’t work, he seemed to just give up. He’s writing a ‘Letter of Agreement’—ah, something interesting there: he’s prepared to give a ten percent position, not fifteen. The note calls for fifteen.”

  “Hmm.”

  “I didn’t argue.”

  “Sounds like a chisel,” Harding opined, “but you’re right to wait.”

  “The point now is Mangrum’s letter will be a documented admission of a debt.” “Right.”

  “He’s to deliver it to me—my attorney—as soon as he can get it together. He appears

  to want to have the matter behind him. Ought to be today, I think.”

  “Hmm. Tell me about his behavior.”

  “Interesting. His attitude seemed to fluctuate. One moment he was malevolent, but

  the next minute he was quiet, maybe even depressed, as if he just wanted the whole matter to go away.”

  “I still think the best way to protect yourself is the press conference.”

  “I agree.”

  “And stay out of sight until after you’ve met the reporters.”

  “Yes.”

  The reservations staff at the Ramada Inn/Sandy Springs had a question regarding how many people would be attending the conference. When they were unable to reach Ms. Morgan, the supervisor noticed the attendees were to be discussing ICP and found her way to Helen Benson.

  “I have no idea what you’re talking about,” she explained.”

  “Let me restate: we have a reservation for a conference room at 4:00 on the twelfth. The reservations clerk failed to find out how many people will be attending. We have tried to contact Ms. Morgan, a ‘Celia J. Morgan’, but we have been unable to reach her.”

  “But why are you contacting us?”

  “Because the sign that is to appear in the lobby is to say ‘Morgan-ICP Press Conference’ and we assumed someone at ICP would know about the meeting.” “Let me call you back.” McQuade called Howard. “Arrange a Board meeting. Not later than the 14th.” Howard was making notes. “The subject?”

  “It has been brought to Mr. Mangrum’s attention,” he droned, “that the Company has

  an outstanding note that requires distribution of stock. He has agreed in principle to meet the requirements of the subject note and he requires Board approval.”

  “I have it. Thank you.”

  Howard was about to leave McQuade’s office, when Helen Benson stepped into the doorway. “Do have you a moment?”

  “What is it?”

  “I just had a call from the Ramada Inn in Sandy Springs. The hotel thinks ICP is involved in a press conference Monday.”

  “Yes,” McQuade said. “Professor Sloan is holding a press conference regarding the stock distribution Mr. Mangrum is about to make. Mr. Mangrum knows about it.”

  “Thank you. I’ll call them back.”

  Sloan, Tyler, and Celia were again reviewing the morning’s meeting. “Joe Earl is wary of Wally’s attitude,” Sloan said. “He re commends we leave the press conference plans in place and get out of town.”

  “OK, but, again, Thomas—what about the letter?” Tyler said.

  “Good catch. I’ll ask Henry to take it home. We’ll get it Monday on the way to the press conference.”

  Tyler nodded.

  “So, back to Woody’s for our bags and off to the mountains.”

  McQuade and Dudley drafted the Letter of Agreement: International Construction Products World Headquarters

  ICP Plaza

  Atlanta, Georgia 30309

  Office of the Chairman, Walter M. Mangrum July 9, 1999

  Ms. Celia J. Morgan 17 Twopenny Lane Atlanta, Georgia 30309 Reference: that certain note in the amount of one thousand dollars ($1,000.00), executed April 26, 1900, for the benefit of Daphne Cynthia Dryden by Cement Products, Inc., a predecessor corporation to International Construction Products (hereinafter “ICP”), by Lawrence B. Armbrewster, President, and witnessed by Maxwell N. Niederlander, Secretary

  Subject: letter of agreement

  Dear Ms. Morgan: Pursuant to the verbal agreement reached this morning between me, acting for ICP, and you, ICP herewith acknowledges the existence of the referenced note and that the note is in default.

  In order to meet the requirements under the default provision of the subject note, ICP herewith agrees to deliver to you shares in the common stock of ICP in an amount such that such shares will constitute ten percent (10%) of the total outstanding shares of ICP. As of close of business on June 30, 1999, there were a total of 605,084,472 shares of common stock outstanding. Accordingly, ICP will cause to be delivered to you, via its Registrar, David P. Goldstein & Sons, Inc., a share certificate for 67,231,608 shares.

  __________________________ Walter M. Mangrum,

  Chairman and Chief Executive Officer

  WITNESS: _______________________ Daniel R. McQuade.

  CORPORATE SECRETARY

  WITNESS: _______________________

  Evonne R. Peterson,

  Executive Secretary to Walter M. Mangrum Evonne waved McQuade through the open doorway to Mangrum’s office. “The

  Letter of Agreement, sir.”

  Mangrum scanned the letter.

  “Ask Evonne to come in.”

  He signed the letter. “One of the more momentous letters being signed in the world

  business community today, I expect.” He handed the letter to McQuade.

  “You and Evonne witness that bloody letter and get it to the professor before I change

  my mind.”

  When McQuade had departed, Evonne knocked on Mangrum’s door and entered. She hurried to his side and placed her hand on his shoulder.

  “Walter, I sense how much this hurts you. If I can...”

  “It’ll be all right, Evonne.”

  “I want to help, if I can.”

  “Yes, I know—as always.” He looked at her face. “Now let me...”

  She ran from the room.

  McQuade hurried to Howard’s office. He crooked an index finger at him and turned toward his office.

  He handed him Mangrum’s letter. “Affix the corporate seal. Then make the usual number of distribution copies. Then have one of our couriers deliver it to Professor Sloan’s attorney. Call Dudley for the name and address.”

  The road twist
ed through low mountains. The sun was low on the horizon when the road straightened and opened onto a city square, a red brick courthouse in its middle. Shops catering to antique enthusiasts dominated the surrounding streets.

  “Now where?” Tyler said.

  Sloan read his notes of the directions to his friend’s cabin.

  Chapter 33 July 10, Atlanta.

  Howard entered McQuade’s office late the next morning and said, “The directors

  have all been notified. All will attend.”

  “OK.”

  “And I have these for you.” Howard handed McQuade a sheaf of misarranged

  papers.

  “More?”

  Howard nodded.

  FAXFAXFAXFAXFAXFAXFAXFAXFAXFAXFAX JAPAN STEEL DATE: July 9, 1999

  FROM: Watanabe

  TO: Walter M. Mangrum, ICP/Atlanta SUBJECT: Stock movement

  Walter, my friend, I have observed the short activity in your stock yesterday and the previous day. I would like to have a bit more intelligence regarding the situation.

  We are most pleased by your recent prices to us for our gray iron, but such prices do not warrant the level of risk the short activity may indicate.

  Please let me have your explanation as soon as your schedule allows.

  Kiro

  and

  FAX TRANSMISSION

  DATE THIS TRANSMISSION: 9 July 1999

  TRANSMITTED FROM: Finland Wood Products, Ltd. Finland Wood Products, Ltd.

  TRANSMITTED TO: Walter M. Mangrum

  SUBJECT OF TRANSMISSION: Our facsimile transmission to you of 7 July 1999

  Walter:

  We are assuming you could not have received our last facsimile transmission, else you would have said. In the subject facsimile transmission we said someone to contact Paavo Grönholm in our office regarding the current shorting of your stock. Please attend to this request as soon as you can.

  Walter, we have relied completely on you regarding this investment. We look forward to discovering we are not going to lose any money. We would especially not like to discover our purchases are part of the engine that is allowing the short sales to occur.

  We have conferred with PJ and with Kiro. They share our concern. They are also in agreement with us as to what steps might be taken, should our investments become unprofitable.

  Thank you in advance for your immediate attention to this transmission.

  /s/ Marcus Kallinen