Diana Andersen was not Frost’s favorite family member. She was, to put it most charitably, an ugly duckling. In her mid-thirties and unmarried, she had been known to denigrate loudly both the institution of marriage and men in general. Frost had not himself been treated to such an outburst, but he had heard about them from the woman’s father, who had become increasingly disturbed in the last year or two over Diana’s militant feminism.
“I’m all for women’s rights,” he had told Frost just recently. “Didn’t I marry one of the original feminists—Sally Bryant, the tennis star? And look at AFC’s record, for God’s sake. But I find it harder and harder to tolerate Diana’s stridency and that Concerned Women’s outfit.” He was convinced that the “militant loudmouths” in Concerned Women were bleeding his daughter for money.
“You having fun, Mr. Frost?” Diana asked, as Reuben pulled out her chair for her.
“It’s passable,” Frost said, smiling.
“I’m glad—and you with no family ties to drag you here. Family loyalty’s a wonderful thing when it can get the likes of me up here to the mountains. I hate the climate and this creepy inn—and I’m not madly in love with most of my family, either.” The woman laughed loudly, pulling a cigarette from the pack she was carrying as she talked to Frost. He instinctively reached for a match, but there were none at hand or in his pocket.
“Never mind, I’ve got it,” Diana said, flicking on a Bic lighter. She was a chain-smoker and always traveled fully equipped.
“They usually don’t let you smoke here, you know. Very prudish. But since Daddy rents the whole place, there’s not much they can do about it,” she went on, laughing again.
During the first course, a new variety of SUPERBOWL mixed vegetable soup, Diana Andersen explained to Reuben that she really came to this August weekend to attend the family business meeting held each year on Sunday morning after church services and breakfast.
“When you’re a woman in a big, rich family, you never know anything that’s going on,” she said. “The boys run the business, of course, and know what’s happening. But the women—they’re second-class citizens. Seen and not heard—that’s what’s expected.”
“I’m sure that’s true in a lot of families,” Reuben answered. “But is it true of your father? I’ve always thought he was fairly open about the Company.”
“Oh yes, he’s better than most. We have this annual meeting, and he’s always willing to answer questions—but don’t try to exert any power, or to express any opinions.”
“Have you ever pressed him on that?” Frost asked. “Have you ever asked him if you could sit on the AFC Board?”
Diana looked startled, then cross. “Of course not. Why would I? I know what his answer would be. I wouldn’t humiliate myself by asking.”
Roast beef—good, simple, slightly overcooked roast beef—had arrived, and Diana Andersen turned her attention to it. She had not liked having her set view of her father challenged, and her displeasure showed.
Frost was relieved to be able to turn to Dorothy Andersen on his left, although he had slight trepidation there, too, remembering from an encounter the year before, or perhaps two years before, that the girl spoke in expressionless monosyllables.
But the young woman had changed radically since then. All Reuben had to do was turn in her direction, press an invisible “on” switch, and she was off on a free-form monologue. Frost heard about her summer in Spain, her freshman year at Brown before that and her plans for the coming fall in Providence. The talk was so unremitting that her listener had to urge her to eat.
The girl took two hurried bites of her dinner and then veered into still a new subject. “Do you like dogs, Mr. Frost?” she asked.
“Mmn. I guess so. Cynthia and I have never owned one, though,” he replied.
“They’re really wonderful. Do you know … Rottweilers?”
Frost was amused. Not at the question but at the singsong of her voice, which rose on the last word of each sentence—typical teenage inflection, he thought, and a throwback to the lilting speech of her Danish ancestors as well.
“I think I do,” Frost said. “Winston—isn’t he a Rottweiler?”
“Yes! How do you know Winston?”
“I made his acquaintance on the plane yesterday, if you recall. And I believe I saw him around here today.”
“Oh yes. He’s here all right. I love Winston. I’ve been training him since I got back from Spain. You can teach a Rottweiler anything.”
“That’s interesting,” Frost said, thinking of the wet, amiable presence that had been at his feet the day before.
“Have you been up to Connecticut?” the girl asked. “It’s not only full of Andersens, but dogs as well. Grandma has two poodles, Daddy has his Rottweiler and Aunt Sorella has two Dobermans. I don’t like them.”
“What’s wrong with them?”
“Oh, I don’t know, they just seem mean to me,” the girl answered.
The discussion of canines was interrupted when Flemming Andersen rose, tapped on his glass and began speaking.
It was time for presenting the sports trophies—an interminable process, Reuben knew. (Cynthia, catching his eye from an adjoining table, rolled her own, being another veteran of past trophy ceremonies.) There were endless prizes for golf and tennis, awarded in most cases to repeat winners such as Sally Andersen and Casper Robbins, who invariably won the doubles competition in tennis. (They were the only really good players in the entire group and had the added advantage of playing together regularly during the year.) Then, finally, there was a trophy for Frost’s dinner companion, Dorothy, as the captain of the winning water-balloon team.
“Congratulations,” Frost said to her as she returned to her seat after receiving her trophy from her grandfather. It was a statuette of a person tossing a water balloon underhand. (Or so it appeared. On closer inspection, it turned out to be a figure of an ordinary bowler.)
“Not exactly an Oscar, is it?” the girl said, giggling.
Before she was settled in her seat she was up again, heading with the other grandchildren toward the piano, where they would perform another annual ritual, the singing of a satiric song about the Andersens.
As she had done for several years now, one of the Andersen granddaughters, a music major in college, had written the song, a mildly humorous parody of “Ol’ Man River” directed to foibles of the family and of AFC. The grandchildren had rehearsed their performance in great secrecy that afternoon and the audience waited eagerly to hear the result.
While the singers were assembling, a waitress came into the room and delivered a whispered message to Flemming Andersen. He got up immediately and walked purposefully toward the door, presumably to take a telephone call.
Since Flemming was the principal target of this year’s song, his granddaughter hesitated about continuing when she saw him leave the room. But she decided to go ahead anyway, and the grandchildren began singing.
Flemming Andersen returned during the applause that followed. He had the look of one trying to project a neutral countenance—always a sure sign that something is wrong. Frost soon found out what it was, after Flemming had delivered a few extremely perfunctory remarks to bring the dinner to an end.
Andersen headed straight for Frost’s table and all but propelled him out of the room. They ducked around a corner and found privacy in an adjoining hallway.
“I assume you saw that I was called outside a few minutes ago,” Flemming said.
“Yes.”
“It was Jeffrey Gruen, making a friendly little call. Friendly little call in the middle of Saturday night to tell me that he wants to buy AFC.”
“Good God!” Frost exclaimed. “What on earth did he say?”
“He read me a letter he’s had delivered to the apartment in New York. It says that he’s interested in buying AFC and that he wants to sit down and talk about it—before Tuesday next week, when he says he’ll make a tender offer for the Company if he doesn’t have an a
nswer from us. He says he’ll be filing some goddam form with the Securities and Exchange Commission on Monday …”
“A 13D, I believe.”
“That sounds right. He’s bought eight percent of the Company in the open market already, so he said he had to file this form. He wants to talk on Monday. He says he’s thinking of a price of forty dollars a share if everybody cooperates, thirty-eight if they don’t.”
“What’s the stock selling for now?” Reuben asked. “Thirty?”
“Around that, thirty or thirty-one. It was thirty at the close yesterday.”
“That’s not much of a premium,” Reuben said.
“I’ll say. And it’s not going to get him AFC. There’s no way that can happen.”
“So you’ll fight him?”
“Absolutely. And we need to start right away. You’ve got all kinds of hired guns at Chase & Ward, don’t you? At least that’s what I read in the papers. I want the biggest goddam gunner you’ve got and I want him tomorrow morning.”
“That would be Marvin Yates. He knows every in and out of this modern takeover business—unlike old-fashioned types like Ernest Crowder and me.”
“Get him up here. I’ll send one of the planes for him.”
“I’ll try to get hold of him,” Frost said. “What about Ernest? Shouldn’t he be here too? After all, he knows more about the legal side of your business than anybody.”
“Of course. See what you can do, Reuben.”
After twenty-five minutes of telephoning, Frost reached the two Chase & Ward partners, who reluctantly agreed to take one of the AFC planes Sunday morning. That accomplished, Flemming and Reuben sought out Randolph Hedley to tell him the news. The three decided that there was no need to disturb everyone else’s Saturday night and that Flemming could break the news at the next morning’s family meeting.
As they went back to join the main group, now reassembled in the hotel bar, Frost turned to Flemming. “You know, these mergers-and-acquisitions types have jargon for everything—even, Marvin Yates tells me, for the little overture you just got.”
“Well, what is it?” the Chairman asked.
“It’s especially appropriate up here in the Adirondacks,” Frost said, chuckling.
“Okay, okay, Reuben, what’s the term?”
“Flemming, you just got a great big bear hug.”
SUNDAY MEETING: I
3
The annual Andersen family business meeting took place at eleven o’clock Sunday morning. It was a small assembly, held in a sunny parlor in the main building of the Mohawk Inn. Flemming Andersen presided, as was customary, and his studied, calm demeanor did nothing to hint at the startling turn of events of the night before.
He began the proceedings by calling on Sorella Perkins to talk about the Andersen Foundation. She read a short, businesslike report which informed her audience that the Foundation had made grants of $15 million during the most recent year. In accordance with the Foundation’s traditional practice, most of the funds expended had gone for nutrition research and for programs to feed the hungry and homeless.
Her prepared report completed, Sorella, rather hesitantly, asked for questions. Her sister Diana put up her hand at once.
“Sorella, I’d like to know what the Foundation is doing to address the concerns of women,” she asked. “I know there are all those nutrition projects you mentioned, but those don’t really deal with the issues troubling women today.”
Diana then launched into a speech about women’s problems at work; the pay differential between the sexes; the lack of day-care facilities and other problems of the single parent; sexual harassment in the workplace, and on and on down the Concerned Women’s agenda.
It was clear that Sorella did not know how to stop her sister’s tirade, which was not really an attack on the Andersen Foundation as much as it was a litany of every contemporary female grievance. Sounding a bit like a talking Statistical Abstract of the United States, Diana reeled off figure after figure to show the injustices being done to women by American capitalist enterprise.
Her listeners became edgy as she went on without showing any signs of letting up. Finally Casper Robbins, the consummate diplomat, came to Sorella’s deliverance.
“Diana, obviously you raise some very important issues here. They are issues that I know interest the Company—my Lord, if the women of this country aren’t prosperous, there’s very little hope for our business—and I’m sure the Foundation is interested in them, too. Wouldn’t you agree, Sorella?”
“Absolutely. The only problem is, the Foundation can’t solve all the problems of this country, or even of the women of this country. I think we’re better off doing things rather intensively in one area—nutrition and hunger. We’ve gotten pretty comfortable with those subjects and I think we know how to make a real impact.”
“I disagree with that,” Diana said emphatically. “We all know the Federal government won’t do anything to help women—it’s all we can do to keep them from making things worse. So it’s up to foundations like ours to provide solutions, to make services available, to …”
“Diana, the Foundation is always willing to listen to new ideas,” Sorella said quietly. A moment before she had spoken with authority, even eloquence, about the Foundation’s work; now, challenging her sister, she appeared much less sure of herself. “If you have any concrete proposals, why don’t we sit down and talk about them?”
“You’re on, sister, you’re on,” Diana replied. “And while I’m at it, Mr. Robbins, I’d like to find out a little more than I know now about the situation of women at AFC.”
She started repeating her tirade once more, but Rob-bins again interrupted.
“As I said a few minutes ago, Diana, AFC must be attentive to women’s issues. Any other course would be downright foolish. I think we’re doing a good job at AFC. What we can do, and what we are doing, is making sure that the women who work at AFC are treated fairly. I think we’ve achieved that. Margaret Holmes, who used to be one of our directors—and not exactly a shrinking violet when it comes to feminist issues—thought so, too …”
“Margaret Holmes! Are you kidding?” Diana interrupted. “She’s the Uncle Tom of the women’s movement! Always saying the correct thing, but always agreeing that management is right. She was just using you as a stepping-stone anyway, going on to bigger and more glamorous boards just as soon as she could. Try again, Mr. Robbins!”
Diana Andersen’s tone was more suited to a political meeting of the most confrontational sort. But Robbins refused to be baited.
“I grant you, Diana, no one ever said Margaret Holmes was Mother Teresa …”
“Mother Teresa! Don’t mention her to me! With her stand against abortion!” Diana sputtered.
“Fine. Leave Mother Teresa and Margaret Holmes out of it,” Robbins shot back. “But the reality is that Andersen Foods has a darn good record with respect to women. If you come over to the office in New York some day, I’ll show you the facts and figures that prove it. And I’ll even buy you lunch. Is that a deal?”
The group laughed, and some applauded. Diana, realizing she was temporarily beaten, did not continue her questioning.
Before Diana could reconsider, Flemming Andersen said that it would next be in order to hear reports about AFC. Following a ritual pattern, he cautioned his listeners at the outset that much of what they would be hearing about the Company was “inside” information not then available to the public. They would be expected to keep it confidential, he said, and could not trade in AFC common stock without seeking the advice of Chase & Ward, as AFC’s counsel.
The “inside” information the group heard from Joe Faxton, the AFC Treasurer, was pleasant indeed. Earnings of the Company for the fiscal year then in progress were projected to be up over the prior year by as much as twelve percent, and the long-term outlook seemed very strong.
Making the right obsequies, Faxton attributed the strong projected increases to record sales of SUPERBOWL sou
p, HEART O’ GOLD pet food and Max beer.
Robbins, who spoke next, noted the favorably low commodity prices that were benefiting AFC (except for butterfat prices, which had put pressure on ice cream profits), prices that were expected to remain low because of the bountiful harvests that were projected around the world. He reiterated Faxton’s cheerful predictions and expressly mentioned the role of Flemming Andersen in conceiving the soup and pet-food lines, and of Billy O’Neal in developing the beer business.
“If this is what having a family-owned company means, then there are plenty of corporations that could use a little more family,” Robbins said, to applause from the group.
“I certainly appreciate the nice things Joe and Casper had to say about SUPERBOWL, HEART O’ GOLD—and Max,” Flemming Andersen replied, as he got up to speak. “But with all due modesty, there are some other things that ought to be mentioned.
“First and foremost is our name. ‘Andersen’ means something to the American consumer. It stands for quality, and people are very much aware that it stands for quality. Now I know some people—perhaps even some in this room—have said that quality is too expensive, that we should be less insistent on using only the finest ingredients in our products, that we should take shortcuts by using more taste-enhancers and preservatives.
“In my considered opinion, that view is shortsighted. The way it is now, our reputation for quality makes introducing a new product much easier—because of our reputation, people will have confidence in it. Now maybe that wouldn’t work if we started selling pizzas or chop suey, but it’s certainly been true with SUPERBOWL.
“And look what it does to advertising costs. We spend about four percent of sales on advertising. Some of our competitors spend double that. The public knows the Andersen name—we don’t have to build a reputation. And the advertising we do can focus on the new Andersen products, not the old established ones.
“But you’ve heard my quality speech before,” the Chairman concluded. “So let’s go on to any questions you might have for any of us.”
Murders & Acquisitions Page 3
