KERRI'S WAR: VOLUME THREE OF THE KING TRILOGY

by Stephen Douglass

  Kerri sat on the couch and began to examine the documents.

  “You’re proposing to loan a hundred million dollars, on extremely generous terms, to a company that’s taken a near fatal body blow. Are you sure you still want to do this?”

  Kerri looked up from her reading. “I have to. There’s only one way Iacardi is going to survive, and that takes money. Iacardi doesn’t have it.”

  Marsha displayed a microscopic smile. “You’re one of a kind, Kerri King. I’m honored to call you my friend.”

  CHAPTER 15

  Houston, Texas. Saturday, September 22.

  Employing his superior intelligence and surreptitious methods, Walter Deaks had managed to compile a package, in exquisite detail, chronicling the financial history of Iacardi and Sons for the past ten years. After reviewing the package with an almost proprietary interest, Peter Tavaris gave it his seal of approval and couriered it under a confidential label to Ken Layton, president and C.E.O. of Enerco, in Houston. Layton’s response was prompt, and to the delight of Tavaris and Deaks, it included an invitation to fly to Houston in the Enerco Gulfstream V.

  Standing beside his long black Mercedes limousine at West Houston Airport, Layton met his guests as they exited the airplane. He shook their hands, ushered them into the limousine and whisked them off to the boardroom of the Enerco headquarters, a gigantic glass and steel building complex in downtown Houston. A devoutly religious man in his late fifties, Layton was short with slightly balding and greying brown hair. He wore a brown pin-striped suit with a white shirt and a brown silk tie. By far his most noticeable feature was a pair of beady grey eyes, the kind that seemed capable of burning holes in one’s skin. He rarely blinked. Given a choice between having a good time or plotting and scheming, he’d have to think about it. He had only one way of doing things: his way.

  Accompanying Layton, and adding to the intimidation factor, were Jeffery Wheeler, Enerco’s chief operating officer, and Andrew Speers, the company’s chief financial officer. Both suits smiled a lot, but looked like they ate raw meat for breakfast. Wheeler’s spectacular and brilliant financial and trading gymnastics and Speers’ innovative financial engineering had become legendary and largely responsible for Enerco’s phenomenal success and the recent explosion of its common stock.

  Layton dispensed with the pleasantries at warp speed, then moved the subject in his desired direction. He spoke with his deep, measured baritone voice. “Let’s talk business, gentlemen… Jeffery, Andrew and I have taken a good look at Iacardi’s financials. We like what we see and we want to buy the company.”

  Layton’s words were like music to Tavaris’ ears. Visions of instant wealth and power danced in his head. Still, Layton’s number had to be right. Tavaris needed a big one if he was going to succeed in selling it to Iacardi shareholders, and to finesse the financial master-stroke of his dreams.

  Layton’s grey stare penetrated Deaks, then Tavaris. “Before I tell you how rich we’re going to make you, I need to know the components of Iacardi’s ownership. We couldn’t find that information in your package.”

  “I have it right here,” Deaks said. He removed a sheet of paper from his briefcase and handed it to Layton. “You’ll see that until September eleventh, the Iacardi brothers owned eighty-five percent, the employees owned twelve percent, and Kerri King owned three percent.”

  Layton perused the sheet, then glared at his guests. “Do either of you foresee any problems?” he asked.

  Tavaris chuckled. “Function of the number, Ken. You make it high enough and there won’t be any.”

  “Three billion,” Layton declared. No expression.

  Tavaris and Deaks exchanged speechless glances, stunned by the number and the suddenness of Layton’s response, mental calculations preserving their silence. Both concluded that a sale of Iacardi at that price would increase their net worth by twenty and fifteen million dollars, respectively.

  “No comments?” Layton prompted.

  “I think we can work with that,” Tavaris said, struggling to conceal his excitement.

  Layton displayed a barely perceptible smile. “Great, then we’ll let you run with that. It’s important that you understand that the offer is not yet committed to writing, and that we’ve based it on the information you have provided. In other words, we’ve assumed that there have been no material changes to Iacardi’s financials. I also want to reiterate that we’re proposing an all stock transaction.”

  “I’m afraid I don’t share Peter’s optimism with respect to universal acceptance of your proposed purchase,” Deaks said. “I anticipate a problem.”

  Everyone stared at Deaks. “What?” Layton asked, clearly angered. He hated problems.

  “I expect that Kerri King, our president, will not be interested in selling. As I told Peter earlier, on numerous occasions she’s told me she has devoted her life to Iacardi. If I am correct, then she is a serious problem. The Iacardi shareholders’ agreement stipulates that a sale of the company requires one hundred percent approval.”

  “I think you’re wrong, Walter,” Tavaris challenged. “You were there when I told her we should find a buyer. You were there when she agreed it was an option. What the hell else do you need?’

  Deaks shook his head. “Doesn’t matter what was said. I just don’t think she’ll agree to sell.”

  “Tell me about this woman,” Layton demanded.

  Tavaris had studied Kerri’s history in considerable detail, anxious to uncover anything negative, no matter how small, to use against her and prove to Charles Iacardi that she was unqualified to be president of the company. He welcomed an opportunity to cut her to shreds. “She’s a square peg in a round hole. She’s still a kid and doesn’t know shit about running a company. She was hired by Miles Dennis, one of our best traders, in the late eighties. At that time she was married to Brian Pyper, the New York Jets’ quarterback. Then Pyper got hurt, became a drunk, and she divorced him. So she turned around and started shacking up with a sugar daddy by the name of Louis Visconti. You probably remember him. They called him The Crown Prince of Wall Street.”

  Everyone nodded. Louis Visconti was an icon in the financial world of the eighties.

  Tavaris continued. “Now here’s where the story gets real interesting. Visconti was managing a big ass trust for Kerri’s father. He’s a Canadian. His name is Mike King. All of a sudden, after ten years, Visconti scoops the money in the trust and gets out of Dodge, Kerri goes with him, and the Feds put her father in prison. The newspapers were all over this story. They said his trust was loaded with hot money. Meanwhile, Visconti and Kerri holed up in the Hotel de Paris in Monaco. Next thing I read about is that Visconti whacked Alfred Schneider, the former manager of King’s trust. Even wilder, Kerri killed Visconti. Would you believe she drove an electric drill through his brain? All of this went down in the Hotel de Paris on the same day. So I get this far in the story, and I think this broad’s in deep shit. She’s going down. Wrong. She gets cleared, and her father gets released from prison. Go figure. I can’t. You can’t believe how much time I’ve spent looking for more information on this story. I needed to know why Kerri was cleared and her father was released. Nothing. It’s not there. It’s obviously been quarantined… Now here’s what I believe. Somebody got paid off, and Kerri King, our little sweetheart, is a very bad girl.”

  Layton scowled. “How did Mike King get a big ass trust full of hot money? And what happened to it?”

  Tavaris displayed a evil smirk. “I haven’t the slightest idea, but you just asked what could be a three billion dollar question.”

  “Very interesting. I suggest you keep digging, maybe a little harder. We’ll do the same… I presume she’s got plans to replace the New York office.”

  “As soon as possible,” Tavaris confirmed.

  “Let me know when and where, and find out who’s doing the wiring. We have a variety resources and methods we use to obtain information, and to create attitude adjustments. First, however, yo
u’ll have to find out if Walter’s correct about her. Maybe he’s wrong. Maybe she’ll be delighted to make ninety million on her stock.”

  Both Tavaris and Deaks nodded, indicating their approval, yet unaware of Kerri’s plan to make a very large loan to the company and to pledge twenty-five percent of the company’s pre tax profits to the estates of the its deceased employees, a material change to Iacardi’s financials.

  Layton and his two amigos treated their guests to lunch in the Enerco boardroom, then the V.I.P. tour of the company’s ostentatious headquarters. His objective: motivating Tavaris and Deaks to do a very good job of selling his offer and becoming members of his team.

  CHAPTER 16

  New York. Monday, September 24. Noon.

  Responding to the invitation of Tavaris and Deaks, Kerri joined the two for lunch at the Tribeca Grill. With Billie Dukes’ warning fresh in her head, she was prepared for anything.

  Armed with a potentially lucrative verbal offer from Enerco, both Tavaris and Deaks were anxious to make it work. They still had the monumental job of obtaining the acceptance of all of the estates of the shareholders, but were confident of success. They knew the offer was rich enough to solve any financial problems encountered by the beneficiaries. They were not, however, confident of obtaining Kerri King’s approval. They chose to approacher her first.

  “Let me do all the talking,” Tavaris said to Deaks as they watched her approach their table. Both stood and welcomed her with huge commercial smiles. Tavaris looked after her drink order, then initiated serious discussion. “Kerri, in our meeting at your apartment last Monday night I suggested that one of our options would be a sale of the company. Do you recall that part of the conversation?”

  Kerri nodded.

  “And you agreed that it was an option you would consider. In fact, you said that everything was on the table. Is that accurate?”

  Again Kerri nodded.

  Tavaris stroked his stubble, then displayed a smile that made Kerri want to vomit. “We have one… On Saturday, Walter and I received an unsolicited offer from Ken Layton, president of Enerco. It’s a huge energy and trading company in Houston. I’m sure you’ve heard of it.”

  Kerri nodded.

  “The offer is for three billion dollars. Does that get your attention?”

  Kerri completed a quick mental calculation and concluded that the number was generous. She didn’t know Ken Layton, but was aware of his success and of Enerco’s recent spectacular market performance. “It does, but I could use a little more detail,” she said.

  “Sure. I’ll begin by saying that Walter and I think it’s a great offer. Ken didn’t want to the trouble and expense of committing it to writing at this point because of the obvious complexity of the shareholding. Instead, he’s asked us to poll the shareholders to get a sense of the acceptability of the offer.”

  “Have you talked to any one else about this?”

  “You’re the first and only. We reasoned that if the president gives it her seal of approval, the estates will likely follow.”

  “Fair enough. I presume it’s an all cash offer.”

  Tavaris frowned. “… Ah no, it’s all stock, but take a look at who’s making the offer. Enerco is one hell of a company. You have to agree with that. It’s stock has more than doubled over the past three years, and there’s no question it’s going a lot higher.”

  “Do you think Layton is prepared to give any consideration to the Iacardi employees who weren’t shareholders?”

  “I’m not sure I understand,” Tavaris said, even though he knew exactly where she was going.

  “Let me help you,” she said, clearly annoyed. “Three hundred and thirty-eight Iacardi employees died on September eleventh. One hundred and seventeen of them didn’t own a single share of Iacardi stock. Those people gave their lives for the company, Peter. I need to be assured that if Enerco is serious about buying Iacardi, it’s prepared to do something for them. I’m not prepared to approve a sale that leaves their estates with nothing.”

  Kerri’s intransigence had Tavaris in flames. Clearly, Deaks had been correct in his prediction. He had to soften her. To do that, he had to chose between prevent defense and aggression. He chose the latter. “Kerri, Enerco is a business, not some charitable foundation. Don’t misunderstand me. I have a lot of sympathy for those people, but we have an incredible opportunity here, and I don’t want to blow it by making unreasonable demands.”

  “Looking after those people is not only reasonable, it’s imperative.”

  “Let’s get this straight. As I understand it, the duty of a president is to maximize shareholder value.”

  “I agree that it’s one of the president’s responsibilities, but it’s not the only one. Wouldn’t you agree that another one might be looking after the families of employees who gave their lives for the company?”

  It was now clear to Tavaris that he was not in a minor skirmish. He was in the fight of his career. He escalated the rhetoric. “You’re treading on dangerous ground, Kerri. If you block this offer, there will be litigation. I’ll guarantee it. The shareholders aren’t going to stand down and let you run this company as a charitable foundation.”

  “I’m sure you’re prepared to make sure they don’t,” she said, her voice oozing acid, struggling to conceal her contempt. “I’m not trying to block anything. I’m just trying to do the right thing. I may lose in a court of law, but I’ll win in a court of public opinion, and I’ll be able to live with myself.”

  “So let’s get this clear, just for the record. How should the Enerco offer be written to convince you to sign it?”

  “I’m prepared to sign a written offer from Enerco, or any other entity that’s interested in buying Iacardi, on the following conditions: all of the shareholders accept it, and it includes a provision to commit to the estates a fixed and acceptable amount of cash, or twenty-five percent of Iacardi’s pre-tax profit for ten years, whichever is greater. I want that money designated for income continuance and for medical insurance premiums.”

  Tavaris compressed his lips and raised his arms and eyeballs skyward. “That’s absolute insanity! You’ve just raised the purchase price by at least a billion dollars. There’s no way Enerco, or any other buyer will pay that much, not even for a healthy Iacardi. I don’t need to remind you that currently, Iacardi is on its ass. You should be grateful that Enerco is prepared to pay three billion for it. You’re about to make a lot of people very unhappy.” He turned to Deaks. “This meeting is over,” he said, then stood and marched toward the door.

  Deaks followed without saying a word.

  As Kerri watched them leave, loneliness invaded her mind and tormented her like never before in her life. In addition, she worried about the dimension of wrath she had wrought.

  CHAPTER 17

  New York. Same day. 4:30 P.M.

  Tavaris, cell phone pressed to his ear and dressed only in his red and green flowered boxer shorts, nearly choked on his first martini du jour as he outlined the details of Kerri King’s outrageous demands. “Believe me, Ken, I tried everything in the book and couldn’t get the broad to change her mind. She’s not going to sign anything unless Enerco makes that concession.”

  “What about the wives of the Iacardi brothers? Have you talked to them? You told me they own eighty-five percent of the stock.”

  “Not worth the effort. It wouldn’t matter if they agreed to the deal or not. The Shareholders’ Agreement requires one hundred percent approval of a sale of the company. Bottom line, Kerri King’s got us by the balls. We have to convince her to accept your deal. If she does, Walter and I are confident we can get the rest of the shareholders on board. If she doesn’t, well…”

  “This is not what I wanted to hear, Peter. We can afford to pay a little more for Iacardi, but nowhere near what your president wants.”

  “So what are you telling me? Is the deal dead?”

  Layton chuckled. “Quite the contrary. We’re just getting started. I told yo
u before and I’ll tell you again. We have ways of inducing attitude adjustments.”

  “You mind telling me what you’re going to do?”

  “I’d rather not. Then if anyone asks if you know who’s doing certain things, you can truthfully answer that you don’t… Meanwhile, I strongly suggest that you and Walter get busy and talk to the people representing the estates of all the other shareholders. Get them to support the offer. Maybe the threat of litigation will change your little sweetheart’s mind.”

  Greenwich, Connecticut. Same day. 7:00 P. M.

  Sally Ricci-Iacardi had come a long way since Charles Iacardi started dating her in the mid eighties. At the time of their first fateful meeting in a Manhattan piano bar, she was blond, single, buxom, and no mental giant. Charles, lonely and unmarried, was instantly attracted to her. The strange union quickly became the talk of the Iacardi water cooler. A kind and self-effacing individual, Charles had often referred to her as his ‘bimbette from Queens’. For reasons known only to Charles, he loved her and eventually married her. To keep her in the style, he purchased a modest, twelve room mansion on the shore in Greenwich, where the two lived happily until the disaster of September eleventh.

  The years had not been kind to Sally’s appearance. She had added considerable weight, sagged in all the wrong places, her eyes had become surrounded by darkened circles, and no amount of makeup could hide her wrinkles. She welcomed Peter Tavaris into her home, made coffee for both, then sat facing him in her tastelessly decorated living room. “You said you had something important to tell me,” she said, then smiled with lipstick encrusted lips.