Summers bowed low in Armstrong’s direction, then gave a slightly lesser bow to Russell. He gathered up the lease and the draft for $300,000 before turning to leave the room. When he reached the door, he looked back and said, “You’ll never regret it.”
“I fear you might, Dick,” said Russell the moment the door was closed. “What made you change your mind?”
“I didn’t have a lot of choice once I discovered what Townsend was up to.”
“So that’s $3 million down the drain,” said the lawyer.
“Three hundred thousand,” said Armstrong.
“I don’t understand.”
“I may have paid the deposit, but I have absolutely no intention of buying the bloody building.”
“But he’ll issue a writ against you if you fail to complete within the thirty days.”
“I doubt it,” said Armstrong.
“What makes you so sure?”
“Because in a couple of weeks’ time you will phone his lawyer and tell him how horrified I was to discover that his client had signed a separate lease on a penthouse apartment above the gallery, having described it to me as an attic.”
“That will be almost impossible to prove.”
Armstrong removed a small cassette from an inside pocket and handed it over to Russell. “It may be easier than you think.”
“But this could well be inadmissible,” said Russell, taking the tape.
“Then you may just have to ask what would have happened to the $600,000 the agents were going to pay Summers over and above the original asking price.”
“He’ll simply deny it, especially as you won’t have completed the contract.”
Armstrong paused for a moment. “Well, there’s always a last resort.” He opened a drawer in his desk and withdrew a dummy front page of the Star. The headline read: “Lloyd Summers Indicted for Fraud.”
“He’ll just issue another writ.”
“Not after he’s read the inside pages.”
“But by the time the trial comes around it will all be ancient history.”
“Not as long as I’m proprietor of the Star, it won’t.”
* * *
“How long will it all take?” asked Townsend.
“About twenty minutes would be my guess,” Tom replied.
“And how many people have you signed up?”
“Just over two hundred.”
“Will that be enough?”
“It’s all I could manage at such short notice, so let’s hope so.”
“Do they know what’s expected of them?”
“They sure do. I took them through several rehearsals last night. But I still want you to address them before the meeting begins.”
“And how about the lead player? Has she been rehearsing?” Townsend asked.
“She didn’t need to,” said Tom. “She’s been understudying the part for some time.”
“Did she agree to my terms?”
“Didn’t even haggle.”
“What about the lease? Any surprises there?”
“No, it was just as she said it would be.”
Townsend stood up, walked across to the window and stared out over Central Park. “Will you be proposing the motion?”
“No, I’ve asked Andrew Fraser to do that. I’m going to stick with you.”
“Why did you pick Fraser?”
“He’s the senior partner, which will ensure that the chairman realizes just how serious we are.”
Townsend swung round and faced his attorney. “So what can go wrong?”
* * *
When Armstrong walked out of the offices of Keating, Could & Critchley, accompanied by the senior partner, he was faced with a battery of cameramen, photographers and journalists, all hoping to get the same questions answered.
“What changes do you intend to make, Mr. Armstrong, when you are the chairman of the Star?”
“Why change a great institution?” he replied. “In any case,” he added, as he marched down the long corridor and out onto the sidewalk, “I’m not the sort of proprietor who interferes with the daily running of a paper. Ask any of my editors. They’ll tell you.”
One or two of the journalists who were chasing after him had already done so, but Armstrong had reached the relative safety of his limousine before they could follow up with any supplementaries.
“Bloody hacks,” he said, as the car set off in the direction of the Plaza Hotel where the Annual General Meeting of the Star shareholders was to be held. “You can’t even control the ones you own.”
Russell didn’t comment. As they proceeded down Fifth Avenue, Armstrong began glancing at his watch every few moments. Lights seemed to turn red just as they approached them. Or did you only ever notice such things when you were in a hurry? Armstrong looked out at the busy sidewalk and watched the natives of Manhattan streaming back and forth at a pace he now took for granted. As the lights turned green, he touched his breast pocket to check his acceptance speech was still in place. He had once read that Margaret Thatcher would never allow an aide to carry her speeches, because she had a dread of arriving on a platform without the script. He understood her anxiety for the first time.
The nervous conversation between Armstrong and his attorney stopped and started, as the car passed the General Motors building. Armstrong took a large powder puff out of his pocket and dabbed his forehead. Russell continued to stare out of the window.
“So what can go wrong?” asked Armstrong, for the tenth time.
“Nothing,” repeated Russell, tapping the leather briefcase on his knees. “I have shares and pledges totaling 51 percent of the stock, and we know Townsend has only 46 percent. Just relax.”
More cameramen, photographers and journalists were waiting on the steps of the Plaza as the limousine drew up. Russell glanced across at his client who, despite his protests to the contrary, seemed to be enjoying every moment of the attention. As Armstrong stepped out of the car, the manager of the Plaza took a pace forward to greet him as if he were a visiting head of State. He guided the two men into the hotel, across the lobby and on toward the Lincoln Room. Armstrong failed to notice Keith Townsend and the senior partner of another distinguished law firm step out of the elevator as he and his party swept by.
Townsend had arrived at the Plaza an hour earlier. Unnoticed by the manager, he had checked out the room where the meeting would be held, and then made his way to the State Suite, where Tom had assembled a team of out-of-work actors. He briefed them on the role they would be expected to play, and why it was necessary for them to sign so many transfer forms. Forty minutes later he returned to the lobby.
Townsend and Tom Spencer walked slowly toward the Lincoln Room in Armstrong’s wake. They could easily have been mistaken for two of his minor acolytes.
“What if she doesn’t turn up?” asked Townsend.
“Then a lot of people will have wasted a great deal of time and money,” said Tom as they entered the Lincoln Room.
Townsend was surprised to find how crowded the room was; he had imagined that the five hundred chairs he had watched the staff putting out earlier that morning would prove far more than were needed. He was wrong—there were already people standing at the back. About a third of the way down the room, a red rope prevented anyone other than stockholders from taking a place in the twenty rows nearest the stage. The press, employees of the paper and the simply curious were packed into the back of the room.
Townsend and his lawyer walked slowly down the center aisle, the occasional flashbulb popping, until they came to the red rope, where both were asked to produce proof that they were stockholders of the company. An efficient woman ran her finger down a long list of names that covered several pages. She made two little ticks, gave them a smile, and unhooked the rope.
The first thing Townsend noticed was the amount of media attention being focused on Armstrong and his entourage, who seemed to be occupying most of the front two rows. It was Tom who spotted them first. He touched Tow
nsend on the elbow. “Far left-hand side, about the tenth row.” Townsend looked to his left, and let out an audible sigh when his eyes settled on Lloyd Summers and his deputy, who were seated next to each other.
Tom guided Townsend to the other side of the room, and they took two vacant seats halfway back. As Townsend looked nervously around, Tom nodded in the direction of another man walking down the center aisle. Andrew Fraser, the senior partner of Tom’s law practice, slipped into an empty seat a couple of rows behind Armstrong.
Townsend turned his attention toward the stage, where he recognized some of the Star directors he had met during the past six weeks, milling around behind a long table covered in a green baize cloth which had printed on it in bold red letters the legend “The New York Star.” Armstrong had promised several of them they would remain on the board if he became chairman. None of them believed him.
The clock on the wall behind them indicated that it was five to twelve. Townsend glanced over his shoulder, and noticed that the room was becoming so crowded that it would soon be difficult for anyone else to find a place. He whispered to Tom, who also looked back, frowned and said, “If it’s still a problem when they start coming in, I’ll deal with it personally.”
Townsend turned back to the stage and watched the members of the board beginning to take their places behind the long table. The last person to occupy his seat was the chairman, Cornelius J. Adams IV, as a smartly printed card placed in front of him reminded the less well-informed. The moment he took his place, the cameras switched their attention from the front row of the audience to the stage. The buzz that had been filling the hall became distinctly subdued. As the clock behind him struck twelve, the chairman banged his gavel several times, until he had gained everyone’s attention.
“Good afternoon, ladies and gentlemen,” he began. “My name is Cornelius Adams, and I am chairman of the board of the New York Star.” He paused. “Well, at least for a few more minutes.” He looked in Armstrong’s direction. A little laughter broke out for what Townsend suspected had been a well-rehearsed line. “This,” he declared, “is the annual general meeting of the greatest newspaper in America.” This statement was greeted with enthusiastic applause by large sections seated at the front of the hall, and with silent indifference by most of those behind the red rope.
“Our main purpose today,” he continued, “is to appoint a new chairman, the man who will have the responsibility of leading the Star into the next century. As I am sure you all know, a takeover bid for the paper was launched earlier in the year by Mr. Richard Armstrong of Armstrong Communications, and a counterbid was made on the same day by Mr. Keith Townsend of Global Corp. My first task this afternoon is to guide you through the procedure which will ensure that a transfer of power takes place smoothly.
“I am able to confirm that both parties concerned have presented to me, through their distinguished counsel, proof of their entitlement or control over the company’s stock. Our auditors have double-checked all these claims and found them to be in order. They show,” he said, referring to a clipboard that he picked up from the table, “that Mr. Richard Armstrong is in possession of 51 percent of the company’s stock, while Mr. Keith Townsend has control over 46 percent. Three percent of stockholders have not made their preference known.
“As the majority shareholder, Mr. Armstrong is ipso facto in control, so there is nothing left for me to do other than hand over the chair to his stewardship—unless, as the marriage service states, anyone can show just cause or impediment for me not so to do.” He beamed at the audience like a priest standing in front of the bride and groom, and remained silent for a moment.
A woman immediately jumped up in the third row. “Both of the men who have been bidding to take over the Star are foreigners,” she said. “What recourse do I have if I don’t want either of them as chairman?”
It was a question that the company secretary had anticipated, and for which Adams had an answer prepared. “None, madam,” came back the chairman’s immediate reply. “Otherwise any group of stockholders would be in a position to remove American directors from British and Australian companies throughout the world.” The chairman was satisfied that he had dealt with the woman politely and effectively.
The questioner obviously did not agree. She turned her back on the stage and stalked out of the room, followed by a CNN camera and one photographer.
There followed several more questions in the same vein, which Russell had warned Armstrong was likely. “It’s simply stockholders exercising their goddamn rights,” he had explained.
As each question was answered, Townsend turned round and looked anxiously toward the door. Every time there were more people blocking it. Tom could see how nervous his client had become, so he slipped out of his seat and went to the back of the room to have a word with the chief usher. By the time the chairman was satisfied he had answered every question from the floor, several of them twice, Tom had returned to his place. “Don’t worry, Keith,” he said. “Everything’s under control.”
“But when will Andrew…”
“Patience,” said Tom, as the chairman announced, “If there are no more questions from the floor, I am left only with the pleasant task of inviting Mr. Richard…” He would have completed the sentence if Andrew Fraser hadn’t risen from his place a couple of rows behind Armstrong and indicated that he wished to speak.
Cornelius J. Adams frowned, but nodded curtly when he saw who it was wanting to ask a question.
“Mr. Chairman,” Fraser began, as one or two groans went up around the room.
“Yes?” said Adams, unable to disguise his irritation.
Townsend looked back toward the entrance once again, and saw a trickle of people making their way down the center aisle toward the shareholders’ seats. As each of them reached the red rope barrier, they were stopped by the efficient woman who checked their names on the long list before unhooking the rope and allowing them through to fill up the few remaining places.
“I wish to bring to your attention,” continued Tom’s colleague, “rule 7B of the company’s statutes.” Conversations started up around the room. Few people on either side of the rope had ever read the company’s statutes, and certainly none had any idea what rule 7B referred to. The chairman leaned down to allow the company secretary to whisper in his ear the words he had just looked up on page forty-seven of the rarely consulted little red leather book. This was one question he had not anticipated, and for which he did not have a prepared answer.
Townsend could see from the frenzy of activity in the front row that the man he had first seen climbing into the back of the limousine outside 147 Lower Broadway was trying to explain the significance of rule 7B to his client.
Andrew Fraser waited for the furor around him to settle before he attempted to continue, allowing more time for the steady stream of people entering the room to take their places beyond the red rope. The chairman found it necessary to bang his gavel several more times before the room was quiet enough for him to inform everyone: “Rule 7B allows any shareholder attending the annual general meeting”—he was reading directly from the little red book—“‘to propose a nominee for the position of any office-holder of the company.’ Is that the rule to which you are referring, sir?” he asked, looking directly at Andrew Fraser.
“It is,” responded the elderly lawyer firmly. The company secretary tugged the sleeve of his chairman. Once again Adams leaned over and listened. Andrew Fraser remained in his place. A few moments later, the chairman drew himself up to his full height and stared down at Fraser. “You are of course aware, sir, that you are unable to propose an alternative nominee for chairman without giving thirty days’ notice in writing. Rule 7B, subsection a,” he said, with some degree of satisfaction.
“I am aware of that, sir,” said Fraser, who had remained standing. “It is not the position of chairman for which I wish to propose a nominee.”
Uproar broke out in the hall. Adams had to bang his gavel several
times before Fraser could continue.
“I wish to propose a nominee for the position of director of the Summers Foundation.”
Townsend kept his eye on Lloyd Summers, who had turned white. He was staring at Andrew Fraser and dabbing his forehead with a red silk handkerchief.
“But we already have an excellent director in Mr. Summers,” said the chairman. “Or are you merely wishing to confirm his position? If that is so, I can assure you that Mr. Armstrong intends…”
“No, sir. I propose that Mr. Summers be replaced by Ms. Angela Humphries, the current deputy chairman.”
The chairman bent down and tried to ascertain from the company secretary if the motion was in order. Tom Spencer stood up in his place and began checking to make sure that all his recruits were safely in front of the red rope. Townsend could see that every seat had been taken, and several late arrivals had to be content with standing at the side or sitting in the aisles.
Having been told by the company secretary that the motion was in order, the chairman asked, “Do I have a seconder?” To his surprise, several hands shot up. Adams selected a woman in the fifth row. “May I have your name, please, for the record?”
“Mrs. Roscoe,” she said.
The company secretary turned to another page in the little red book, which he passed up to the chairman.
“It is my duty to inform you that a ballot will now take place under rule 7B, which allows any shareholders present to cast their votes,” he read directly from the red book. “Ballot papers will be distributed, as directed by the statutes, and you may place a cross in one of the boxes provided, indicating whether you are for or against the motion to replace Mr. Lloyd Summers as director of the Summers Foundation with Ms. Angela Humphries.” He paused and looked up. “I feel it appropriate at this juncture to let you know that it is your board’s intention to vote as one against this motion, as we believe that the trust has been well served by its present director, Mr. Summers, and that he should be allowed to continue in that position.” Summers looked nervously toward Adams, but seemed to be reassured when he saw the board members nodding in support of their chairman.
The Fourth Estate Page 50
