Takeover

by Brian Freemantle

  “That’s going a long way beyond the letter of intent,” said Ottway.

  “Deliberately so,” said Rudd. “Unless we have the seat and the stock exchange, then I don’t consider the proposal worth pursuing.”

  Morrison stared down at the papers before him, scribbling indecipherable patterns on the paper. That morning, before flying from Boston, he’d checked with Grearson the extent of his Buckland House portfolio: at close of trading the previous day, his investment had amounted to $800,000. He felt a hollowness, deep inside, at the thought of being left with it. He tried to subdue the thought, to decide instead what sort of reaction Rudd and the rest of the board would expect from him.

  “Since when have we handed around Best Rest stock like so much loose change?” he said.

  Rudd sighed and Morrison knew he’d got it right. “We’re not offering it like loose change,” said the chairman patiently. “We’re making a sound business approach, in no way endangering or diminishing the strength of the parent company here.”

  “What would be our percentage holding, if they agreed?” said Böch.

  “Twelve Preferential voting stock,” replied Rudd at once. “Faysel’s Saudi investment fund has six. The Buckland family have a total of sixteen apart from their Initial holding and there’s another twenty-four per cent divided between the other directors. The big insurance companies and investment funds control eighteen per cent and the rest is held by small investors.”

  “So with Faysel’s vote, we’ve got eighteen per cent Preferential before we start seeking support?” said Böch, head bent over his page of figures.

  “Yes,” confirmed Rudd. “And before we make that bid, we will have challenged the Initial stock which locks everything up. The big funds are professional, so they should come to us. We’d pick up a lot of small stuff and there’d be defections on the board, certainly from the merchant bank people.”

  “You make it seem remarkably simple,” said Morrison, from the far end of the table.

  “It should be, once the court challenge has been made.”

  “Aren’t you overlooking the fact that your challenge might fail?” pounced Morrison. “Then we’d have used our stock like loose change, made Buckland House shareholders nervous and cut our investment value with lower share prices, and gained little more than an expensive fleet of ships.”

  “Which can be made profitable,” said Rudd, deciding upon an immediate correction. “And I’m convinced that we’ve proper and fitting grounds to make the legal challenge. I shall, of course, put those grounds before the lawyer we’ve engaged in London and I won’t proceed or risk this company’s holding or reputation without a positive opinion that we stand more than a fifty per cent chance of success.

  Inwardly Morrison still felt nervous. He needed closer involvement, the ability to move more instant judgments than at present, dependent as he was on whenever Rudd chose to return and report. “You mentioned a reluctance in the Buckland family to dispose of the fleet?” he said, going back to Rudd’s opening statement.

  “Yes,” said the chairman. “Like everything else in the group, it’s regarded with a certain amount of nostalgia.”

  “The ships will form a separate division for us?” said Morrison.

  “Yes.”

  “Under a separate, subsidiary board?”

  “That’s the usual practice.” Rudd was studying the old man, curious at the approach.

  “I have a suggestion,” said Morrison. “Why not invite Sir Ian Buckland on to that board? It would continue the family association and having a titled Englishman would add prestige to our holding.”

  Rudd stared at his father-in-law, trying to remember the last time the man had made anything like a constructive suggestion. Perhaps the earlier impulsive thought in his office had been well founded.

  “I think that’s an excellent idea,” said Rudd.

  “And it would lessen any abruptness which might appear from our request to have our chairman sit upon the board of Buckland House,” said Walker, supporting the proposal.

  “It would mean the creation of a board, of course,” said Morrison.

  “Easily achieved?” said Böch, taking the bait.

  “I would have thought so,” said Ottway. “Our own chairman naturally. Prince Faysel, for added continuity both with Buckland House and Best Rest …”

  “… I would welcome Walter Bunch,” said Rudd.

  “And I propose our president, Herbert Morrison,” said Walker.

  “Of course,” said Rudd at once. The man deserved recognition for his suggestion.

  Morrison lowered his head. The momentary satisfaction concealed, he looked up and said. “I’d be happy to serve.”

  The man probably regarded it as a safeguard to protect what he imagined to be the proper interests of Best Rest, thought Rudd. “We’ve moved ahead of ourselves,” he said. “There hasn’t been a decision yet about the acquisition of the ships.”

  “I move,” said Ottway, confident of the mood of the meeting.

  “Seconded,” said Bunch.

  “To the motion?” invited Rudd.

  “The purchase must be conditional upon a board placing and share apportionment,” interrupted Morrison.

  “That’s the assurance I’ve already given,” said Rudd. With Faysel’s proxy vote, it was unanimous. Rudd cleared his throat and said: “There’s another matter that needs to be discussed,” he said. “A difficulty has come up with the Texas development.”

  “The suspension of the Saudi funds?” anticipated Walker.

  “No,” said Rudd. He turned to the lawyer. “Why don’t you take us through it?”

  “We’re the victims of a greedy man,” said Bunch bluntly. “We’ve invested nearly $30,000,000 in open zoned land and now Jeplow says the decision to re-allocate for development isn’t so definite as he understood it to be.”

  “What!”

  The outrage came from Morrison just ahead of Walker.

  “It’s a poker game,” said Bunch. “He’s pressuring for a commission payment. When he’s sure of his payment, the brake goes off.”

  “That’s extortion,” said Walker.

  “If you consider it, most business commissions are exactly that,” said Rudd.

  “You don’t seem surprised at this,” accused Morrison.

  “I was surprised enough when I heard about it in London,” said Rudd. “Since then I’ve had time to think it through.”

  “What’s the way out?” said Böch confidently.

  “There isn’t one,” said Rudd. “We’ll pay him.”

  “Pay a blackmailer!”

  Rudd went back to his father-in-law. “Yes.”

  “Are you mad!”

  “No,” said Rudd. “Just determined not to get caught out with this.”

  “Isn’t there any way we can withdraw from the land purchase?” asked Böch.

  “Absolutely none,” said Bunch. “Unless that land is rezoned, Best Rest has contributed $30,000,000 to the people of Texas.”

  Anxious for the maximum benefit from the totally unexpected development, Morrison said, “These negotiations seem to have been conducted with an amazing naivety.”

  Rudd showed no emotion at the criticism. “There was no other way,” he said.

  “I warned at the time it was illegal,” reminded Morrison, anxious to get the record established. “I think the whole thing should be turned over to the FBI.”

  “Can we really afford to do something like that?” asked Rudd.

  “Of course not,” said Walker at once. He stared at Rudd. “There’s been an error of judgment,” he said.

  “Which can be reversed,” said Rudd.

  “At what further cost?” said Morrison.

  “Two hundred and fifty thousand dollars.”

  “To bribe a politician!” exclaimed Morrison. “How many more laws do you intend breaking on behalf of this company?”

  “A commission, not a bribe,” said Rudd.

  “Wo
uld you like a court of law to decide the difference?” asked Böch.

  The sides were quickly forming, thought Rudd. “It’s resolvable,” he said.

  “I don’t like it,” insisted Morrison. There was immediate support from Walker and Böch. Ottway hovered indeterminately.

  “I’d like less losing $30,000,000,” said Rudd.

  “Perhaps we should have considered that earlier,” said Morrison.

  “I proceeded with the negotiations with the full knowledge and authority of this board,” reminded Rudd.

  “Were we fully informed of all the facts?” demanded Böch.

  “Of course you were,” said Rudd, letting the irritation show for the first time. “You don’t imagine I would knowingly have got us trapped in this sort of situation, do you?”

  “I don’t think we’ve any alternative but to let the chairman continue negotiations,” said Walker.

  “What do you mean by saying it’s resolvable?” Ottway asked Rudd.

  Before the chairman could reply, Morrison said, “Perhaps that is better left unsaid at an open meeting.”

  Rudd hadn’t expected any support from Morrison but he was surprised by the speed at which the others were abandoning him. “Do I have your authority to continue negotiating?” he said.

  “That authority came from the previous meeting,” said Morrison hurriedly again.

  “Any other views?” asked Rudd, gazing around the table.

  “No one spoke. Rudd walked from the boardroom with Bunch. Immediately inside the chairman’s office, Bunch said, “They’re frightened.”

  “They’ve got cause to be,” said Rudd.

  “What about you?”

  “Bloody annoyed.”

  “Jeplow has been at it a long time,” said Bunch.

  “So have I,” said Rudd. “I should have seen the danger.”

  To Hallett Rudd said, “Fix the plane to Washington for two.”

  “When do you intend going back to London?” asked Bunch.

  “Immediately afterwards.”

  Bunch frowned but said nothing.

  The intercom sounded and Rudd’s appointments secretary reported the arrival of Herbert Morrison. Hallett and Bunch left by the main door, leaving it open for the president to enter. Morrison stopped just inside the door: Rudd doubted that the man had been in the room more than a dozen times since the move of Best Rest headquarters from Boston to New York.

  “You wanted to see me?” said Morrison. The voice was more neutral than hostile.

  Rudd was standing away from his chairman’s desk, not wanting to irritate the other man. He indicated a chair. Morrison hesitated and then sat down.

  Seeking an opening, Rudd said, “I thought the suggestion of inviting Buckland on to the liner board was a good one.”

  “You made that clear at the meeting.”

  Rudd sighed. “I thought it was worth saying again.”

  “You asked me here for that?”

  “No.”

  “What then?”

  “Don’t you think it time all this ended?” demanded Rudd. He hoped the weariness hadn’t sounded in his voice.

  “All what ended?”

  It was like arguing over a baseball mitt in a school playground, thought Rudd. “It’s been ten years,” he said.

  Morrison’s face hardened against any emotion.

  Rudd went on: “Couldn’t we behave towards each other like adults?”

  “I’m unaware that we haven’t.”

  Rudd knew nothing would be gained by giving way to the irritation. “When was the last time, before today, that you made a constructive suggestion at any board meeting?”

  “Are you challenging my performance as a director?”

  Rudd recognised his approach had been inept and he regretted it. “I’m trying to make a point,” he said. “We’ve both of us only one interest, the company. Why don’t we work together for it, instead of apart?”

  “The board seems to function satisfactorily as things are.”

  “But it could function better,” pressed Rudd, sensing a relaxation in the other man’s attitude. “And now we are going to create another company and if we’re going to use that as a springboard to obtain all of Buckland House, then a division between us is going to be a hindrance.”

  “Perhaps I should come to London for the formation?” said Morrison.

  Rudd thought the man was avoiding the issue but saw the suggestion as a further concession. “I agree entirely,” he said. “When would you think of coming?”

  Morrison gestured uncertainly. “Almost at once,” he said. “Your negotiations won’t take much longer, will they?”

  Now Rudd looked uncertain. “Depends upon the reaction to the changed offer,” he said. “But they’re in a corner. I think they’ll take it, in the end.”

  “Within the next week or two then?” said the older man.

  “We’ve moved away from what we were originally talking about,” reminded Rudd.

  “I will always hold you responsible for what happened to Angela,” said Morrison.

  “I know that.”

  “There could never be friendship.”

  “I know that, too.”

  Morrison rose to his feet, a ponderous, awkward movement. He hesitated, unsure, and then thrust out his hand. Rudd was so astonished that it took him several moments to respond.

  “I’ll work with you, with the right aim in mind,” said Morrison.

  Rudd was glad he’d made the effort: he should have done it years ago, instead of letting things drift.

  Rudd knew the impression was practically blasphemous, which was why he didn’t express it, but he rarely approached the domes of the Capitol and administration buildings of Washington without thinking the designer had worked on the side on wedding cake decorations. The car halted at Independence and First and he and Bunch went into the square office building to the right.

  The attendant directed them along the echoing corridor: they were on time and a secretary was waiting, showing them immediately into Jeplow’s office. It was grand, to match the man, with crossed American flags behind the desk, a bust of Abraham Lincoln on a plinth and, just as in the Georgetown house, an open catalogue of pictures with the famous, Jeplow in a group with Eisenhower, then Kennedy, then Johnson, then Ford, then Garter, and then Reagan. Rudd wondered why Nixon was still absent.

  “Delighted to see you again, sir. Delighted.” The handshake was forceful and as prolonged as before. Bunch’s greeting was less effusive: Jeplow was a strict observer of protocol.

  “I’m concerned at what appears to be the difficulty that has risen,” said Rudd, at once.

  The senator gestured as if waving an irritant fly from around his head. “A hiccup, sir. Nothing more than a hiccup.”

  “I’m relieved to hear it,” said Rudd. “My company would find it extremely difficult if it were anything else.”

  “Simply administration,” insisted the senator.

  “How long before it’s resolved?” pressed Rudd.

  This time the gesture was one of uncertainty. “Who knows with bureaucracies and administration?” said Jeplow.

  “My impression was that you are very close to the affairs in Austin,” said Rudd.

  “The state capital is still some way from here,” said Jeplow.

  “My company is an expanding one,” said Rudd. “I’ve come here directly from a board meeting in New York at which we discussed expansion and development. The inconvenience I spoke about was a commitment of finance to this project when another has arisen to which we could more easily devote the money set aside for the Texas hotels.” He decided it sounded convincing.

  Momentarily Jeplow’s complacent demeanour faltered. “You’d lose $30,000,000!” he said.

  “No,” said Rudd at once. “It’s taxable: charitable donations are entirely deductible.” Rudd indicated Bunch sitting alongside “According to the enquiries my fellow director has made there’s little other land available under the
sort of terms that would attract another hotel corporation: it would be a great pity to lose the opportunity to bring extra development to your state, don’t you think?”

  Jeplow was too practised a politician to show his concern but Rudd guessed it was there.

  “I assure you, sir, it’s the most minor of difficulties.”

  “I’d like a date when I can expect it to be settled,” said Rudd, making the open demand. “There’s a cut-off period for funds for the other development I’ve mentioned.”

  Jeplow hesitated, aware the control of the meeting had been taken from him.

  The senator made an effort to recover. “Know Washington well, sir?” he asked.

  There was time to attack and time to compromise, thought Rudd. “Not well,” he said.

  “Wonderful city,” said Jeplow. He cupped his hand into a cornucopia. “Here we’re at the very heart of things. Some great landmarks, too.”

  “I believe there are,” said Rudd. The man was very careful.

  “Walk with me in the Capitol Gardens, sir. Let me show you.”

  Jeplow rose and Rudd came up with him. Bunch remained in his chair, knowing he had no part in the charade.

  Rudd and Jeplow went silently back along the echoing corridors and out on to Independence Avenue. There was good enough reason, Rudd supposed, but it still seemed like posturing and he was irritated by it. They crossed into the garden area halfway down the hill. There was a profusion of flowers, predominantly red and what looked like poppies, although Rudd wasn’t sure. The wind stiffened and Rudd wished he had worn a topcoat. Jeplow continued to maintain the pretence, gesturing distractedly down the Avenue towards the White House and then needlessly pointing to the Washington monument and the Lincoln beyond. Rudd looked and nodded politely. Directly beneath the Capitol, the senator said, “I’ve enjoyed our business dealings, sir.”

  At their previous meetings, Rudd hadn’t been so aware of the man’s frequent use of “sir”.

  “So have I. I think it has been mutually advantageous to us both,” said Rudd, wanting to make it easy for the man.

  “Wanted to talk to you about the matter of mutual benefit,” said the senator. He pointed to his right. “That’s the route the English took, when they burned the White House.”