William was at his desk in the bank when he had his first heart attack. Not a very serious one. The doctors told him he should rest a short time but that he would still live another twenty years. He told his doctor, another bright young man—how William missed Andrew MacKenzie!—that he wanted to survive only for ten years to see out his term of office as chairman of the bank.
For the few weeks in which he convalesced at home, William reluctantly allowed Jake Thomas the overall responsibility for the bank’s decisions, but as soon as William returned he quickly reestablished his position as chairman for fear that Thomas might have taken on too much authority in his absence. From time to time, Kate plucked up the courage to beg him to let her make some direct approach to Richard, but William remained obstinate, saying, “The boy knows he can come home whenever he wants to. All he has to do is end his relationship with that scheming girl.”
The day Henry Osborne killed himself, William had a second heart attack but never commented on the pain. Kate sat by his bedside all through the night, fearing he would die, but his interest in Abel Rosnovski’s forthcoming trial kept him alive. William followed the various developments devoutly and he knew Osborne’s suicide could only put Rosnovski in a far stronger position. When Rosnovski was finally released with nothing more than a six months’ suspended sentence and a $25,000 fine, the lightness of the penalty did not come as a surprise to William. It wasn’t hard to figure out that the Government must have agreed to a deal with Rosnovski’s brilliant lawyer.
William was, however, surprised to find himself feeling slightly guilty and somewhat relieved that Abel Rosnovski had not been sent to prison.
Once the trial was over, William didn’t care if Rosnovski dumped his Interstate Airways stock or not. He was still ready for him. But nothing happened, and as the weeks passed, William began to lose interest in the Chicago Baron and think only of Richard, whom he now desperately wanted to see again. “Old age and fear of death allows for sudden changes of the heart,” he had once read. One morning in September he informed Kate of his wish. She didn’t ask why he had changed his mind; it was enough for her that William wanted to see his only son.
“I’ll call Richard immediately and invite them both,” she told him, and was pleasantly surprised that the word both didn’t seem to faze her husband.
“That will be fine,” said William quietly. “Please tell Richard that I want to see him again before I die.”
“Don’t be silly, darling. The doctor said that if you slow down you’ll still live another twenty years.”
“I only want to complete my term as chairman and see Richard take my place. That will be enough. Why don’t you fly to the Coast again and tell Richard of my request, Kate?”
“What do you mean, again?” Kate asked nervously.
William smiled. “I know you’ve been to San Francisco several times already, my darling. Whenever I’ve gone away on a business trip the last few years, you’ve always used the excuse that you were visiting your mother. When she died last year, your excuses became increasingly improbable. We’ve been married for twenty-seven years and by now I think I’m aware of all your habits. You’re still as lovely as the day I met you, my darling, but I do believe that at fifty-four you’re unlikely to have a lover. So it wasn’t all that hard for me to conclude that you had been visiting Richard.”
“Yes, I have been,” said Kate. “Why didn’t you mention that you knew before?”
“In my heart I was glad,” said William. “I hated the thought of his losing contact with us both. How is he?”
“Both of them are well and you have a granddaughter now as well as a grandson.”
“‘A granddaughter as well as a grandson.’” William repeated.
“Yes, she’s called Annabel,” said Kate.
“And my grandson?” said William, inquiring for the first time.
When Kate told him his name, he had to smile.
It was only half a lie.
“Good,” said William. “Well, you fly to San Francisco and see what can be done. Tell him I love him.” He had once heard another old man say that, one who was going to lose his son.
Kate was more content that night than she had been in years. She called Richard to say she would be flying out to stay with them the following week, bringing good news with her.
When Kate returned to New York three weeks later, William was pleased to learn that Richard and Florentyna could visit them early the next year, which was the first opportunity for them to get away from San Francisco together. Kate was full of stories of how successful they both were, how William’s grandson was the image of his grandfather and how Richard and Florentyna were so much looking forward to coming back to New York for a visit.
William listened intently and found he was happy, too, and at peace with himself. He liked everything he heard about Florentyna and had begun to fear that if Richard did not return home soon, he never would, and then the chairmanship of the bank would fall into Jake Thomas’s lap. William did not care to think about that.
William returned to work the following Monday in high spirits after his lengthy absence, having made a good recovery from his second heart attack and now feeling he had something worth living for.
“You must pace yourself a little more carefully,” the clever young doctor had told him, but William was determined to reestablish himself as chairman and president of the bank so that he could pave the way for his only son. On his arrival at the bank he was greeted by the doorman, who told him that Jake Thomas was looking for him and had tried to reach him at home earlier. William thanked the senior employee of the bank, the only person who had served Lester’s more years than the Chairman himself.
“Nothing’s so important that it can’t wait,” he said.
“No, sir.”
William walked slowly to the chairman’s office. When he opened his door, he found three of his directors already in conference and Jake Thomas sitting firmly in William’s chair.
“Have I been away that long?” said William, laughing. “Am I no longer chairman of the board?”
“Yes, of course you are,” said Jake Thomas, moving quickly out of the chairman’s seat. “Welcome back, William.”
William had found it impossible to get used to Jake Thomas’s use of his first name. The new generation were all too familiar. They had known each other only a few years, and the man couldn’t have been a day over forty.
“What’s the problem?” he asked.
“Abel Rosnovski,” said Jake Thomas without expression.
William felt a sick feeling in the pit of his stomach and sat down in the nearest leather seat.
“What does he want this time?” he said wearily. “Won’t he let me finish my days in peace?”
Jake Thomas walked toward William.
“He intends to invoke Article Seven and hold a proxy meeting with the sole purpose of removing you from the chair.”
“He can’t. He doesn’t have the necessary eight percent and the bank’s bylaws state clearly that the chairman must be informed immediately if any outside person comes into possession of eight percent of the stock.”
“He says he’ll have the eight percent by tomorrow morning.”
“No, no,” said William. “I’ve kept a careful check on all the stock. No one would sell to Rosnovski. No one.”
“Peter Parfitt,” said Jake Thomas.
“No,” said William, smiling triumphantly. “I bought his stock a year ago through a third party.”
Jake Thomas looked shocked and no one spoke for several moments.
William realized for the first time just how much Thomas wanted to be the next chairman of Lester’s.
“Well,” said Jake Thomas, “the fact is that he claims he’ll have eight percent by tomorrow, which would entitle him to elect three directors to the board and hold up any major policy decision for three months. The very provisions you put into the articles of incorporation to project your long-term position. He a
lso intends to announce his decision in advertisements all across the country. For good measure, he’s threatening to make a reverse takeover bid for Lester’s using the Baron Group as the vehicle if he receives any opposition to his plans. He has made it clear that there is only one way he’ll drop the whole scheme.”
“What’s that?” said William.
“That you submit your resignation as chairman of the bank,” replied Jake Thomas.
“It’s blackmail,” said William, nearly shouting.
“Maybe, but if you do not resign by noon next Monday, he intends to make his announcement to all shareholders. He has already reserved space in forty newspapers and magazines.”
“The man’s gone mad,” said William. He took his handkerchief from his breast pocket and mopped his brow.
“That’s not all he said,” Jake Thomas added. “He has also demanded that no Kane replace you on the board during the next ten years and that your resignation should not give ill health or, indeed, any reason for your sudden departure.”
He held out a lengthy document bearing “The Baron Group” letterhead.
“Mad,” repeated William, when he had skimmed the letter.
“Nevertheless, I’ve called a board meeting for tomorrow,” said Jake Thomas. “At ten o’clock. I think we should discuss his demands in detail then, William.”
The three directors left William alone in his office and no one visited him during the day. He sat at his desk trying to contact some of the other directors, but he only managed to have a word with one or two of them and couldn’t feel certain of their support. He realized the meeting was going to be a close-run thing, but as long as no one else had eight percent he was safe, and he began to prepare his strategy to retain control of his own boardroom. He checked the list of stockholders: As far as he could see, not one of them intended to release his stock. He laughed to himself. Abel Rosnovski had failed with his coup. William went home early that night, and retired to his study to consider his tactics for defeating Abel Rosnovski for the last time. He didn’t go to bed until 3 A.M., but he had decided what had to be done. Jake Thomas must be removed from the board so that Richard could take his place.
William arrived early for the board meeting the next mourning and sat waiting in his office looking over his notes, confident of victory. He felt that his plan had taken everything into account. At five to ten his secretary buzzed. “A Mr. Rosnovski is on the phone for you,” she said.
“What?” said William.
“Mr. Rosnovski.”
“‘Mr. Rosnovski.’” William repeated the name in disbelief. “Put him through,” he said, his voice quavering.
“Yes, sir.”
“Mr. Kane?” The slight accent that William could never forget.
“Yes, what are you trying to achieve this time?” he asked wearily.
“Under the bylaws of the bank I have to inform you that I now own eight percent of Lester’s shares and intend to invoke Article Seven unless my earlier demands are met by noon Monday.”
“From whom did you get the final two percent?” stammered William.
The phone clicked. He quickly studied the list of shareholders, trying to work out who had betrayed him. William was still trembling when it rang again.
“The board meeting is just about to begin, sir.”
As ten o’clock struck William entered the boardroom. Looking around the table, he suddenly realized how few of the younger directors he knew well. Last time he’d had a fight in this same room, he hadn’t known any of the directors and he’d still won. He smiled to himself, reasonably confident he could still beat Abel Rosnovski, and rose to address the board.
“Gentlemen, this meeting has been called because the bank has received a demand from Mr. Abel Rosnovski of the Baron Group, a convicted criminal who has had the effrontery to issue a direct threat to me, namely, that he will use his eight percent holding in my bank to embarrass us and if this tactic fails he will attempt a reverse takeover bid, unless I resign from the presidency and chairmanship of this board without explanation. You all know that I have only nine years left to serve this bank until my retirement and, if I were to leave before then, my resignation would be totally misinterpreted in the financial world.”
William looked down at his notes, deciding to lead with his ace.
“I am willing, gentlemen, to pledge my entire shareholding and a further ten million dollars from my private trust to be placed at the disposal of the bank in order that you can counter any move Mr. Rosnovski makes while still insuring Lester’s against any financial loss. I hope, gentlemen, in these circumstances, I can expect your full support in my battle against Abel Rosnovski. I am sure you are not men to give in to vulgar blackmail.”
The room went silent. William felt certain he had won, but then Jake Thomas asked if the board might question him about his relationship with Abel Rosnovski. The request took William by surprise, but he agreed without hesitation. Jake Thomas didn’t frighten him.
“This vendetta between you and Abel Rosnovski,” said Jake Thomas, “has been going on for over thirty years. Do you believe if we followed your plan that would be the end of the matter?”
“What else can the man do? What else can he do?” stuttered William, looking around the room for support.
“We can’t be sure until he does it, but with an eight percent holding in the bank he has powers every bit as great as yours,” said the new company Secretary—not William’s choice, he talked too much. “And all we know is that neither of you seems able to give up this personal feud. Although you have offered ten million to protect our financial position, if Rosnovski were continually to hold up policy decisions, call proxy meetings, arrange takeover bids with no interest in the goodwill of the bank, it would undoubtedly cause panic. The bank and its subsidiary companies, to whom we have a duty as directors, would, at best, be highly embarrassed and, at worst, might eventually collapse.”
“No, no,” said William. “With my personal backing we could meet him head-on.”
“The decision we have to make today,” continued the company secretary, “is whether there are any circumstances in which this board wants to meet Mr. Rosnovski head-on. Perhaps we are bound to be the losers in the long run.”
“Not if I cover the cost from my private trust,” said William.
“That you could do,” said Jake Thomas, “but it’s not just money we’re discussing—much bigger problems arise for the bank. Now that Rosnovski can invoke Article Seven, he can play with us as he pleases. The bank could be spending its entire time doing nothing but trying to anticipate Abel Rosnovski’s every move.”
Jake Thomas waited for the effect of what he had said to sink in. William remained silent. Then Thomas looked at William and continued: “Now I must ask you a very serious personal question, Mr. Chairman, which worries every one of us around this table, and I hope you’ll be nothing less than frank with us when answering it, however unpleasant that may be for you.”
William looked up, wondering what the question could be. What had they been discussing behind his back? Who the hell did Jake Thomas think he was? William felt he was losing the initiative.
“I will answer anything that the board requires,” said William. “I have nothing and no one to fear,” he said looking pointedly at Jake Thomas.
“Thank you,” said Jake Thomas. “Mr. Chairman, were you in any way involved with sending a file to the Justice Department in Washington that caused Abel Rosnovski to be arrested and charged with fraud when at the same time you knew he was a major shareholder of the bank’s?”
“Did he tell you that?” demanded William.
“Yes, he claims you were the sole reason for his arrest.”
William stayed silent for a few moments, considering his reply, while he looked down at his notes. They didn’t help. He had not thought that question would arise, but he had never lied to the board in over twenty-three years. He wouldn’t start now.
“Yes, I did,” he s
aid, breaking the silence. “The information came into my hands and I considered that it was nothing less than my duty to pass it on to the Justice Department.”
“How did the information come into your hands?”
William did not reply.
“I think we all know the answer to that question, Mr. Chairman,” said Jake Thomas. “Moreover, you let the authorities know without briefing the board of your action and by so doing you put all of us in jeopardy. Our reputations, our careers, everything this bank stands for, over a personal vendetta.”
“But Rosnovski was trying to ruin me,” said William, aware he was now shouting.
“So in order to ruin him you risked the bank’s stability and reputation.”
“It’s my bank,” said William.
“It is not,” said Jake Thomas. “You own eight percent of the stock, as does Mr. Rosnovski, and at the moment you are president and chairman of Lester’s, but the bank is not yours to use for your own personal whim without consulting the other directors.”
“Then I will have to ask the board for a vote of confidence,” said William. “I’ll ask you to support me against Abel Rosnovski.”
“That is not what a vote of confidence would be about,” said the company secretary. “The vote would be about whether you are the right man to run this bank in the present circumstances. Can’t you see that, Mr. Chairman?”
Kane and Abel/Sons of Fortune Page 54
