The Dryden Note

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The Dryden Note Page 22

by Henry Hollensbe


  Celia across the next few hurdles?”

  Harding didn’t respond.

  “Shouldn’t be too long. We’re already in good shape in Wilmington.” Harding waited, then said, “That’ll be OK. I was just thinking of the ramifications of

  hav ing you off the job.” Harding paused again. “OK, you let Woody know and I’ll take care of things here.”

  “Thank you, sir.”

  “Now, I have in mind a little celebration. Would you and Miss Morgan care to dine with me this evening?”

  “This evening? I’m sure I can speak for Celia, so of course.”

  “I’m arriving this afternoon for a little District business and will be free after around 7:00. 8:00 at 103 West?”

  “We’ll be there.”

  Sloan decided to follow Harding’s advice and concentrate on returning calls from attorneys located far away from Atlanta. Mr. Robert Russell, of McAdam, Cain, Dorsey, and Devine, with offices in Los Angeles and other major West Coast offices was first on his list. Mr. Russell had heard of Ms. Morgan’s plight and believed he could be of service. The firm had never had any dealings with ICP. Sloan agreed to FedEx an explanation of the circumstances and Ms. Morgan’s requirements.

  Mr. Stephen Fowler, of Prater and Giddings, San Francisco was next. And then Mr. Donald May, of May, May and Sons, Seattle was third. Harding stood as Celia approached. “You, I suspect, are Celia Morgan.” He took her hand and held it gently.

  Celia smiled, but said nothing.

  “Difficult to believe you’ve never met,” Sloan said.

  “I would have remembered, Professor.”

  After drink orders were taken, Harding said, “Tell me how it stands with your choice of attorneys?”

  “Well. I have briefings materials on the way to six possible firms.”

  “Excellent. Now, what about Walter?”

  “I tried to reach him today, but he is unavailable until after a Board meeting tomorrow.”

  “Tomorrow? Quick work.”

  “I imagine there are several topics requiring rather immediate attention,” Sloan chuckled.

  “We have some items we could discuss ourselves.”

  “Yes, we do. Shall I begin?”

  Harding nodded.

  “First,” he said, “we’ve all often wondered what your interest in this entire matter has been.”

  “Noted.”

  Sloan frowned at Harding’s response. “Secondly, I believe you engineered the entire matter.”

  “Noted and guilty.”

  “You were Svengali, with me—us—as Trilbys.”

  “Yes.”

  “I don’t like that role.” Sloan was blunt.

  “I apologize, but you were perfectly suited for your task.”

  “If I were so wellsuited, why didn’t you ask me to help?”

  “It wasn’t your concern and, frankly, I wasn’t sure you had the stomach for the kind of skullduggery needed.”

  Sloan frowned. “I take that as a compliment.”

  “As you should.” He paused. “But, perhaps a full confession is in order?”

  “Please,” said Celia.

  “Very well.” Harding breathed deeply. “A year or so ago, after I had had a serious illness and realized I was not in fact immortal, I examined my record as a public servant and was not pleased.

  “When the egregious Cockerham matter came up, I decided it was time to say ‘enough’. I marshaled the necessary forces and killed the damn thing.

  “I then decided I should try to atone for some of my sins. I picked ICP’s handling of the Dryden note—my earliest misbehavior—as my first subject.

  Sloan nodded.

  “What were the real circumstances, I said. Based on Will’s two letters, I was sure there had been a note to Daphne.”

  “The one your secretary gave Tom...” Celia began.

  “Was a fake.”

  “A fake?”

  “Yes, a fake—manufactured by a friend who had been a technician at the Agency.”

  Celia frowned; Sloan smiled.

  “What I didn’t know was what the default provisions of such a note were. There had to be a default provision, otherwise the Company would not have been concerned.

  “Mangrum would have had a copy or it would have been described in the old minutes those maniacs insisted on keeping around. The Company’s problem, then, had to be it didn’t know whether or not the note still existed. Not likely, but maybe—and who at ICP could take the chance?”

  “Why not just settle with the family a long time ago?” Celia said.

  “It seems most of the executives in the years were willing to take the chance of not settling and then the size of the payoff soon became a consideration.”

  “How could a company of that size and strength..?” Celia began.

  “Simple,” Sloan interrupted. “How could Ford have decided to produce the Edsel? Or what was going on at Coca-Cola when they decided to change their formula a few years ago?”

  “OK.”

  “So I had to know how the note had read. How to do this? When the CPS Task Force appeared, I hatched the idea of studying successful American companies to learn about their early financing—thus the Sloan Study.”

  “And you were lucky enough to find me,” Sloan said derisively.

  “Lucky, Professor? Oh, no. I selected you from the beginning.”

  Sloan frowned.

  Harding nodded. “You had the exact qualifications I needed. You were active in the area of business history. You were young and energetic and brave. You were single and...”

  “Single?”

  “ICP didn’t play under the rules. I didn’t want to have a grieving widow to add to my lifetime’s errors.

  Celia shivered.

  “When Woody pressed for the old minutes, someone produced the first fake minutes. Woody sorted that out and you were alerted to a problem.”

  Sloan nodded.

  “But then the second fakes appeared. I was in real trouble when Woody came back from New York. You were ready to move on.”

  Sloan nodded.

  “I had to play my next card. I had Will’s two letters FAXed to you—which kept you on the case.”

  “Right.”

  “Then came the release program—which you defeated nicely.

  “But then you were on hold, waiting for the Company’s next move. I had to force you to move, so it was time for the note. It was most fortuitous it arrived just when you and she were considering throwing in the towel.

  “The rest, as they say, is history. Your search for an attorney. My idea about a press conference. Whatever demon possessed Walter to give Miss Morgan the Letter of Agreement. The attack on I285 you survived. And the press conference.”

  There was a lull, then Celia said, “A final question. Where’s the real note?”

  “Lost,” Harding said. “But wherever it is, it served its purpose.”

  “And all of this for me,” Celia mused.

  Harding smiled benignly. “For Will and you. And for all the other Morgans.”

  They stood together, awaiting the parking valets. “Back to Washington tomorrow?”

  “I have one more meeting here, then back.” He waved as he walked toward his car.

  “What a self-satisfied little man he is,” Celia mused.

  “The epitome of the selfless civil servant. I almost said him what sin he was going to

  expiate next.”

  Chapter 41

  July 14, Atlanta. The ICP Board room was a credit to the Tower —a two-story hunting lodge hall. Torches on the wall, rushes on the floor, and hunting dogs scrambling for venison haunches would not have seemed out of place.

  Eighteen old men, in gray suits sat at a long refectory table. Mangrum stood. “Welcome, gentlemen, and thank you for your attendance on such short…”

  “What about this letter?”

  “I’ll get to that, Mr. Raines. If you’ll…”

  “It’ll wipe us out!


  “Mr. Weiss, if you’ll…”

  “The liability will destroy the balance sheet.”

  “It’s not a problem, Mr. Deter. I will…”

  “How the hell is it not a problem, Walter?”

  Mangrum placed his hands on the table and leaned forward. “Shut up, the lot of you! I’ll talk, you’ll listen! If you have any questions when I’m finished, I’ll listen to you.”

  There was a low grumbling, but no one spoke.

  “I did in fact give the letter you’ve heard about. I was concerned with the Ermine Madera matter and not paying attention to the problem our esteemed Secretary was supposed to be handling.” He nodded toward McQuade. “The letter was simply a stopgap while I…”

  “Stopgap?” Mr. Weiss shouted.

  “Elmer, shut up or I’ll have you removed.”

  There was no reply.

  “Stopgap, yes. The problem at hand was a hundred years old—its genesis didn’t occur on my watch. I fought as best I could, then wrote the letter to stop the bleeding.”

  There was no response.

  “Now, I imagine some of you came here this afternoon to consider my resignation. If so, forget it. I’m still the best CEO this Company has ever had and I’m the best man to deal with the problem at hand.”

  “You have a plan, Walter?”

  “Yes. You will formally rebuke me for giving the letter to the woman without your agreement and you will repudiate the letter.”

  “The auditors will show a contingent liability,” a voice from the far end of the table said.

  “Davidson and his people will not—repeat not—take such a position and if they do, they’ll be replaced.”

  “The woman will sue.”

  “Of course, but that’s what we have lawyers for—and judges, too.”

  “For that kind of money, she’ll keep coming. How will you handle her?”

  “Wear her out.”

  There were no more questions.

  “Now, two motions, gentlemen, one rebuking me for my error and repudiating the contents of my letter to Ms. Morgan and a second stating your continued confidence in me as CEO.” He paused. “In casting your vote, I recommend you consider your own interests. Several of you would not be retained by a new administration. Possible loss of your director’s fees and perks would be unfortunate.”

  The vote was unanimous.

  “Mr. Secretary, take the news of these actions to the press room while my fellow directors and I get on with more serious business.”

  July 15, Atlanta.

  Headlines of the news of the actions of the ICP Board appeared the following

  morning.

  WALTER MANGRUM CONFIRMED AS CEO OF INTERNATIONAL PRODUCTS CORPORATION; SENSATIONAL LETTER OF JULY 12 REPUDIATED.

  Sloan called Rich’s for Celia.

  “You’ve heard?”

  “It was in the newspaper.”

  “Can we meet? Now?”

  “I don’t think I should. I’m way behind here and it looks like I’d better hang on to

  the job.”

  “This evening?”

  “Any time.”

  Harding sat in a far corner of the Delta departure lounge, lost in thought. Mangrum had survived and his people would have noticed the list of CPS Task Force leaders in the Congressional Record. And the Georgia primary would be held on September 14.

  He had had no ideas by the time the Delta gate agent called his flight.

  Mangrum selected a time least objectionable to his fellow telephone conferees. “Some of y ou are discomfited by the timing of my call. I apologize and will be brief.”

  “Excellent,” Delaney said. “I was at least awake this time.”

  Mangrum ignored the comment. “You weren’t at the Board meeting yesterday and I wanted to share the results of the meeting with you myself.”

  “Is this about the letter, Walter?”

  “It is. The letter I gave to the Morgan woman has been disavowed by my Board. There will be no dilution. Your investments in ICP stock are safe and will perform as predicted after the OSR offering.”

  “So why did you give the sheila the letter?”

  “Part of a reverse play. Informing you in advance might have spoiled it. I regret any concern you may have felt on the announcement. All is well. Watch the price as it steadies and rises.”

  Sloan required two calls to reach Evonne. “I do regret being unavailable earlier, Professor, but—well, frankly, it’s a madhouse here with all of the Chairman’s new plans and programs. Let me tell him you called. I’m sure he’ll get back to at his earliest opportunity.”

  Sloan hung up.

  Sloan took the center seat on the couch. Celia took an opposing wingback chair. He frowned at the arrangement.

  “No, I’m not being coy,” she said, “but if I sit too close to you, we’ll both forget what

  we’re doing here.”

  “What’s that?”

  “Thinking.”

  There was a long silence, then Sloan said, “It’s going to be all right.” “How do we know that?”

  “Because we’re in the right.”

  “Your history books crammed with examples of right winning over might, are they?” “No, but…”

  “I’m trying to be positive about this, but I…”

  “Celia, you’re owed the money. We’ll find a way. I’m still working on it full-time. I

  think…”

  She stood. “Tom, I’m sorry. I’ve done all the thinking about this I can for a while.

  I’d like to take the rest of the evening off. I hope you…”

  Sloan interrupted her with a kiss on her cheek. “I’ll call you tomorrow.” “I have an early flight.”

  “Where to?”

  “Jakarta. Back next Thursday.’

  “Call when you get back?”

  She nodded.

  Simon Scott-Mallory was leery of conference calls. He telephoned his fellow supporters of ICP stock individually. Lucas Oswald, of Southeast Fabrications, was first on his list.

  “You’re watching the stock?”

  “Of course.”

  “And you conclude?”

  “Given the size blocks being shown and who knows what in negotiated trades, the

  shorter is covering.”

  “Yes. Walter’s promise is coming true.”

  “Yes.”

  “It appears I misjudged him.”

  “A complex man, Simon. Let’s hope he can hold the offering together.” Chapter 42

  July 16, Atlanta.

  When Sloan called Harding the following morning, Monica apologized, but the

  Congressman was engaged. He would telephone the professor as soon he could manage.

  Sloan’s call to Mangrum produced results. “Evonne,” Mangrum yelled, “I’m dead tired of hearing you take calls from this goddamned professor! Tell him to be here at 1:30 Monday.”

  Sloan tried Harding one last time.

  There was no apology for not having returned Sloan’s call. “I’ve racked my brain, Professor, but I can’t think of anything else I can do for Miss Morgan. I gave it my best. I think my debt to Will and the other Morgans is paid in full.”

  “But…”

  “You had the ball, Professor. You had Walter down and you let him up. You settled for a letter that had no force.”

  “So you won’t…”

  “Can’t is the proper word. Now, you’ll have to let me get back to the nation’s business.”

  “I…”

  “Speaking of which, when can I expect you back at work on your study? We have a deadline.”

  “Soon, Joe Earl—very soon.”

  July 18, Washington. Harding spent Sunday afternoon watching the summer boat traffic on the Potomac and nursing a quart of Wild Turkey. At dusk he retrieved his checkerboard and checkers, stared at the two opposing pieces, and knew how he could win.

  July 19, Washington. The four CPS Task Force invitees were present at the Monda
y morning meeting: Wilton N. Barber, Jr., of the FBI, Cassius M. Middleton of the CIA, the Honorable Paul J. R. McIntyre, Under Secretary of the Treasury (Enforcement), and Philmont P. Masterson, of the Internal Revenue Service.

  “I’m not certain what you ask is within the guidelines of Treasury’s responsibilities to the Task Force,” McIntyre said.

  Harding stared at the man. “Then I’d better talk with Cliff Mangelli—or perhaps the Vice President. We can let one of them decide.”

  “Now, JE, Paul didn’t say we wouldn’t undertake the task,” Barber said. “He was just examining our limitations.”

  “Yes, JE, I think we can accommodate your requests—and within your timeframe.”

  Harding waved his hand expansively. “All I could ask for, gentlemen. The Task Force and the nation will benefit from your prompt action.”

  Evonne stood as Sloan entered her office, consternation written on her face. “I’m sorry, Professor. I should have called you, but getting Mr. Mangrum organized has taken all of my time.”

  “Organized?”

  “To travel. He was called to Pretoria this morning.”

  Sloan looked at the closed door leading to Mangrum’s office. “So..?”

  “If you could call back in a few days? I’ll do my best to…”

  Sloan shook his head and left the office.

  “Get McQuade.” “Yes, sir?”

  “Sit.”

  “I want you to take over dealing with the professor. He doesn’t seem to be going

  away and I don’t want to waste any more time on him myself.”

  “Yes, sir.”

  “Do a better job than the last time.”

  “I shall.”

  “Nothing complex. Just wear him out.”

  “Yes, sir.”

  McQuade was leaving when Mangrum said, “Wait, wait. An idea. What would you

  think of some sort of settlement? Give him something new to chew on and an easy out for us.”

  “How much?”

  “Hmm. A million? Stan’s original offer. Try that.”

  July 21, Atlanta.

  “He has returned, Professor, but when I mentioned your request to see him, he told

  me he has assigned Mr. McQuade to talk with you.”

  “McQuade? What can he..?”

  “May I transfer you?”

  “McQuade.”

  “Professor Sloan, McQuade.”

  “Yes?”

  “We seem to be back together again.”

 

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