The LeBaron Secret

by Birmingham, Stephen;

  “Joanna LeBaron Kiley,” says Joanna. “And I think I should add that I am known professionally as Mrs. Joanna LeBaron. I, too, am a LeBaron shareholder of record. And I’d like to put on the record here that, though my son, Lance LeBaron, cannot be present at this meeting due to the press of business, I have here my son’s power of attorney and executed proxy. In any voting that should occur at this meeting, I will be voting my son’s shares for him.”

  “Noted,” says Bill Whitney.

  Typically Joanna, Sari thinks. Can’t just give her name, rank, and serial number like everybody else. Has to make a little speech.

  “Jonathan Baines,” says the first of Sari’s lawyers, who is seated on her right. “I am an attorney with the firm of Jacobs and Siller, San Francisco, and I represent Mrs. Assaria LeBaron.”

  The responses now turn a corner of the table, and come to Sari, seated at the other head opposite Bill Whitney. She says in a clear voice, “Assaria Latham LeBaron, president and chief executive officer of Baronet Vineyards, and shareholder.”

  On her left, her second lawyer says, “Simon Rosenthal, attorney, also of Jacobs and Siller, and also representing Assaria LeBaron.”

  I have two lawyers to Joanna’s one, Sari thinks. This ought to give me at least a psychological advantage.

  “Peter Powell LeBaron, Junior,” says Peeper. “Vice-president for advertising and marketing of Baronet Vineyards, and shareholder.”

  Now the responses arrive at an empty chair. No one has failed to notice that Melissa has not appeared. The meeting was called for nine o’clock, and it is past that hour now. And so the roll call skips Melissa’s place, and moves to the last gentleman at the table, Melissa’s lawyer, Mr. Kline, who is playing with a pencil and doing his best not to seem concerned by the situation. “I am J. William Kline, Junior,” he says, “an attorney with the firm of Bartless, Mather, Brooks and Kline. Our firm represents Miss Melissa LeBaron, shareholder, who should be arriving at any moment.”

  “Do you hold Melissa LeBaron’s proxy, Mr. Kline?” Bill Whitney asks him.

  “No, I do not,” he says. “But when I spoke to my client last night, she assured me she would be here. I suspect—”

  “Traffic,” says Sari. “There’s heavy traffic on the bridge. I heard it on the radio this morning.”

  “What bridge?” says Eric crossly. “Where’s she coming from, anyway? Isn’t she just coming from Pacific Heights?”

  “Well …”

  “Meanwhile,” says Bill Whitney in his prissy voice, adjusting his spectacles across the bridge of his nose with his left pinky, “while we’re waiting for Miss LeBaron, I have a suggestion to make to the meeting. As I’m sure we all realize, today’s meeting will involve certain—ah—divergences from our normal procedures. The correct tallying of share votes will be particularly important today.” You can say that again, Sari thinks. At meetings in the past, nobody had paid much attention to how many share votes each stockholder had because everybody just voted to support her policies. “Since any voting that will be done today will be done in the thousands of shares,” Bill Whitney continues, “I suggest that each individual shareholder be given one vote for each thousand shares held. Thus, the holder of two thousand shares would be given two votes, a holder of four thousand shares would have four votes, and so on. I believe this would simplify things. Are there any objections to this proposal?”

  No one speaks.

  “Very well,” he says, “then that is the way we will proceed. As soon as Melissa LeBaron arrives, that is.”

  “May I suggest,” says Harry Tillinghast, “that this meeting does not intend to wait for Melissa LeBaron forever?”

  “No,” says Bill Whitney. “But I think we can be a little flexible, Mr. Tillinghast.”

  “Thank you,” says Mr. Kline. “I assure you my client will be here at any moment.”

  “And in the meantime,” says Sari, “I have a proposal to bring before this tribunal.”

  “This isn’t a tribunal, Mother,” Eric says sharply. “This is a shareholders’ meeting.”

  “Well, tribunal, kangaroo court, whatever you want to call it,” Sari says.

  “Sari darling,” Joanna says from across the table, “please don’t make jokes. We’re here to discuss serious business.”

  “What is your proposal, Mrs. LeBaron?” Bill Whitney asks.

  “Well,” she says, “as you all know, Melissa is presently laying claim to six thousand additional Baronet shares under the terms of her father’s will, plus the four thousand shares she already owns. Am I correct, Mr. Kline?”

  “Correct.”

  “Very well. These additional shares have not yet been delivered into Melissa’s custody, and it will be her contention that they are still unrightfully being held by Lance LeBaron. Correct?”

  “Correct.”

  “Very well, then. Since it may be some time before Melissa’s claim is settled, and there may be lengthy litigation before it can be, there seems to me to be no question that the matter will be resolved in Melissa’s favor. After all, my husband’s will was quite specific, and there are no ambiguities. Four thousand shares were left to Melissa outright. Twelve thousand shares were to be divided equally among Joanna LeBaron’s children. Melissa and Lance are both Joanna LeBaron’s children. Therefore, Melissa is legally entitled to half of that twelve thousand. Correct?”

  “That is our position, Mrs. LeBaron,” Mr. Kline says.

  “Therefore, in light of the obvious eventual outcome of this, I propose that for the purposes of this meeting, Melissa LeBaron be conceded the right to vote the full ten thousand shares which she will at a future date own, and that Lance LeBaron be permitted to vote only the six thousand shares to which he will be eventually entitled.”

  There is a whispered conference between Joanna and her lawyer, and hasty scribbles on the pads of yellow legal foolscap.

  “Are you putting this in the form of a motion, Mrs. LeBaron?” Bill Whitney says.

  “Yes. I so move.”

  “I second the motion,” says Peeper.

  “Moved and seconded,” says Bill Whitney. “Very well. We’ll vote in the same clockwise order. Remember, one vote per thousand shares. Mr. Tillinghast, how do you vote?”

  “Against the motion,” says Harry.

  “Eric?”

  “Against,” says Eric.

  “Mrs. Kiley?”

  “Against.”

  “In favor,” says Sari.

  “In favor,” says Peeper.

  “Mrs. Kiley,” says Bill Whitney, “how does Mr. Lance LeBaron vote his proxy?”

  “Lance LeBaron,” Joanna says carefully, “abstains from voting on this matter, since it involves the number of shares he is entitled to vote. A vote from my son on this motion would not be proper. In fact, it seems to me that it would be quite improper.”

  “I agree,” says Bill Whitney. “However, that leaves us with a tie-vote situation.” He consults his yellow pad. “Thirty-two votes in favor, and thirty-two against.”

  “However,” Joanna says, “I believe that in any situation such as this one, a failure to vote is recorded as a vote against the motion. Melissa LeBaron has failed to vote. Therefore, as a shareholder of record of four thousand shares, her vote must be entered as four votes against.”

  Mr. Kline slams his fist down hard on the table, but says nothing.

  “You are of course correct,” Bill Whitney says, touching the frames of his glasses again with a fingertip. “My oversight. Therefore, the motion has failed, thirty-six to thirty-two.” He gives Sari a disappointed look. “Sorry,” he says.

  “And now,” Joanna says, “I would like to make a motion.” She consults her watch. “This meeting was called for nine o’clock. It is now nine twenty-five. Melissa is already nearly half an hour late. I move that we adjourn for exactly fifteen minutes, and if Melissa has not appeared within that time, that we proceed without her.”

  “That seems reasonable,” Bill Whitney says
. “Shall we vote with a show of hands? All in favor?”

  All hands go up except Sari’s, and, when she sees that Peeper’s hand is also up, she tries to pull it down, but it is too late. She gives him a venomous look.

  “The motion is passed, thirty-six to thirty-two,” says Bill Whitney, and he gives Sari another sad look. He, at least, is on her side, though he has no vote. If Eric and Joanna come to power, they will fire this poor horse’s ass, and he knows it. At least, with Sari, he knows he has a job. A thankless job. But a job.

  Mr. Kline also looks unhappy.

  “Failure to vote is a vote against!” Sari cries. “Melissa’s vote has to be counted against this motion!”

  “I already have counted it, I’m afraid,” Bill Whitney says with the same apologetic look. “The votes against were your twenty-eight, and Melissa’s four.”

  “It is now nine thirty-two,” Joanna says. “Melissa has until exactly nine forty-seven to get here.”

  The little group moves out into the sitting room of the suite, where the coffee urns and pastries are, but no one seems to have an appetite for any of this.

  “Well, Sari dear,” Joanna says, “I guess you could say I’ve won rounds one and two, couldn’t you?”

  “You are a miserable, conniving, thieving woman,” Sari says. “You are a ruthless, selfish sneak. I don’t know why it’s taken me so many years to see through you. When we get back into that room, shall I mention what went on with you and Peter? Shall I let that black goddess punch that into her little machine and into the record? Shall I?”

  Joanna turns on her heel and crosses the floor to join Eric and Harry on the opposite side of the room, and of course—she is not a stupid woman—Sari knows she should never have said that, never have said that at all. I am losing my control, she thinks. No, she thinks, I’ve already lost it. Turning to Mr. Kline, she says, “Have you tried to reach her on the telephone?”

  “There’s no answer at her apartment,” he says.

  I am dying by inches, Sari thinks. I am dying by inches, but I’ve lived by miles.

  “Pick a card, any card,” Melissa says.

  He draws a card from the deck, and looks at it.

  “Don’t show it to me. Now put it back in the deck. Now, we shuffle them …” The telephone that has been ringing steadily all morning has just stopped ringing again.

  “Don’t you ever answer your phone?” he says.

  “Not today I don’t.” She shuffles the cards, and then spreads them out on the table, face up. “Your card,” she says, “was the seven of diamonds.”

  “Gee, how did you do that?” he says. “That’s a neat trick, Melissa!”

  “Once you know how to do a thing properly, it’s easy,” she says. “But that’s a childish game. Let’s try a more mature one. A simple hand of draw poker.” She gathers up the cards, shuffles them once more, and deals them each five cards. She picks up her hand and looks at it. “I’ll stick with the hand I’ve got,” she says. “But you can discard and draw three more, if you want.”

  He discards three cards, and draws three new ones.

  Melissa places a dollar bill on the table.

  “I’ll see you on that,” he says, and covers her dollar with one of his own.

  “I’ll raise you five,” she says, and adds five dollars to the pot.

  “Fine,” he says, and fishes a five-dollar bill out of his wallet.

  “I’ll raise you a hundred,” she says, and from her purse produces a new hundred-dollar bill, and adds it to the little pile.

  He hesitates, studying her face.

  “Will you see me on that?” she asks.

  He lays down his hand. “Three deuces,” he says.

  She spreads out her hand. “Three jacks,” she says. “Sorry, Maurice, but you lose. You also lose literally as well.”

  “What do you mean?”

  “I mean it’s over. The gravy train has come to the end of the line. I realize that I’m a rich woman, but my resources are not the bottomless pit you seem to suppose. I’m through sending good money after bad. I’ve given you money, and I’ve seen you blow it on pills and poppers and coke and hash. I’ve tried to give you what I thought you needed—another chance. It hasn’t worked. You’ve blown it, Maurice. I’m through with you. I’ll give you twenty-four hours to pack up your stuff and get out of my house.”

  His eyes narrow. “And if I won’t go?”

  She gathers up the cards and scoops up the money from the table. “You’re a bum deal, Maurice,” she says. “If you won’t go, I’ll call the police and have you physically removed. Either you go peacefully, or I’ll call the police. Do it whichever way you want. Dealer’s choice.”

  In the suite at the Fairmont, Joanna LeBaron says, “Well, shall we give her five more minutes—on the theory that she’s operating on Central Standard time? I’m willing, if everybody else is. But really, this is ridiculous. She’s just wasting everybody’s time. If the rest of us could make it to this meeting on time, why couldn’t she? I came all the way from New York for this, and I was hoping to make a three o’clock plane. If I have to wait for the seven o’clock, I won’t get home until after midnight. And I have an important business meeting in the morning.”

  Typical Joanna, Sari thinks. Always playing the prima donna. The overworked lady executive. Her business meetings are always more important than anyone else’s. Of course. Always.

  “I agree we’ve waited long enough,” Bill Whitney says, and the little group files back into the meeting room.

  “Now,” Bill Whitney says when they are all seated, “we come to the principal business at hand. Mr. Harry Tillinghast has tendered an offer to buy our company from its shareholders. As all of you have been notified, this offer consists of thirteen and a quarter shares of the Kern-McKittrick Corporation common stock for each single share of Baronet Vineyards common stock. Now, I realize that a problem has arisen involving the number of shares to which Melissa LeBaron is entitled, and the number of shares to which her cousin, or I should say half brother, Lance LeBaron, is entitled. But I am also given to understand that this dispute will soon be settled in an equable and friendly manner between Miss LeBaron and Mr. LeBaron. Am I correct, Mr. Kline?”

  “That is correct.”

  “I think, therefore, that we can set this dispute aside for the purposes of our meeting today. To do this, I suggest that we consider Melissa LeBaron, for the purpose of today’s meeting, as the owner of only the four thousand shares to which she is unquestionably entitled, and about which there is no dispute. As for the twelve thousand shares which Lance LeBaron presently holds, six thousand of these shares are held by him beyond question, and without dispute. Am I correct, Mr. Kline?”

  “Correct. About these shareholdings, there is no question and no dispute between my client and Lance LeBaron.”

  “Therefore, I suggest that for the purposes of this meeting we limit Mr. Lance LeBaron’s entitlement to only those six thousand undisputed share votes, and that Melissa LeBaron be limited to her four thousand share votes which are undisputed. Will your client accept this arrangement, Mr. Kline?”

  “My client accepts. She has so indicated to me in a letter dated April nine.”

  What’s this? Sari thinks. Where did this letter come from? “May I see this letter?” she asks.

  “Certainly,” he says. He reaches for his briefcase, snaps it open, and withdraws a letter which he passes down the table to her. She glances at it briefly, waves her hand, and passes it back to him.

  “Therefore,” Bill Whitney continues, “a motion is in order that, in any balloting that may occur today, Mr. Lance LeBaron be entitled to six proxy votes. Does anyone so move?”

  “I do,” says Sari.

  The motion passes, unanimously, and Sari thinks: Good! That’s six less votes for their side.

  “I feel,” says Bill Whitney, “that by leaving disputed shareholdings out of today’s balloting, we can speed and simplify matters, leaving the dispute t
o be settled at some later date.”

  “Agreed.”

  A greed, Sari thinks. She can see a voracious greed in the eyes of everyone at the table. Isn’t that what all this boils down to—a greed?”

  “There will, therefore, be a total of seventy-four shareholder votes taken today. A simple majority of thirty-eight votes will be needed to pass or fail any motion to accept Mr. Tillinghast’s offer, or to reject it. Are we ready to begin balloting? Do I hear a motion?”

  “I move—” Joanna begins.

  “Excuse me,” Harry Tillinghast says, pushing back his chair. He stands up and clears his throat authoritatively. “I have something to say,” he says, “before we start balloting. I am hereby increasing my offer to fifteen shares of Kern-McKittrick common for each share of Baronet common.” He sits down abruptly.

  There is a polite silence in the meeting room. Eric sits with his fingers steepled, looking pleased with himself. Obviously, this “surprise move” has been well rehearsed in advance. Then Eric says, “I move to accept.”

  “Twenty-eight votes not to accept,” says Sari.

  “Four votes not to accept,” Peeper echoes dutifully.

  “Ladies—gentlemen,” says Queen Nefertiti in her regal voice, “I cannot accurately record the proceedings of this meeting with all of you talking at once. Please. One at a time.”

  “Two votes to accept,” says Harry Tillinghast in an important-sounding way, as though the room should be awestruck that he is voting for his own proposal.

  “Failure to vote is a negative vote,” Sari says again. “That’s four more votes not to accept from Melissa.”

  “Please, please—” If Bill Whitney had a gavel, he would pound it, but he has no gavel. “Will our meeting come to order—please?”

  “Be sure you count Melissa’s vote as negative,” Sari says, pounding on the table with her fist. “Negative. She’s not here, she didn’t show up, so it’s negative.”

  “Please … please,” Bill Whitney repeats, consulting his legal pad, “this poor young woman here,” indicating Nefertiti, “is trying to get all this down. Now, so far—” Nefertiti is back at her keyboard.