The Fourth Estate
Page 51
Attendants began moving up and down the aisles, handing out voting slips. Armstrong placed his cross in the square marked “AGAINST.” Townsend placed his in the square marked “FOR,” and dropped the slip into the tin box provided.
As the voting continued, some people in the room began to stand and stretch. Lloyd Summers remained silently slumped in his chair, occasionally mopping his forehead with his red silk handkerchief. Angela Humphries didn’t once look in his direction.
Russell advised his client to remain cool and use the time to go over his acceptance speech. He was confident that, after the board’s clear lead, the motion would be heavily defeated.
“But shouldn’t you have a word with Ms. Humphries, just in case it isn’t?” whispered Armstrong.
“I think that would be most unwise in the circumstances,” said Russell, “especially in view of who she is sitting next to.”
Armstrong glanced in their direction, and scowled. Surely Townsend couldn’t have …
While the counting was taking place somewhere behind the stage, Lloyd Summers could be seen angrily trying to ask his deputy a question. She glanced in his direction and smiled sweetly.
“Ladies and gentlemen,” said Cornelius Adams as he rose again from his place. “Can I now ask you to return to your seats, as the counting has been completed.” Those who had been chatting in the gangways went back to their places and waited for the result of the ballot to be declared. The chairman was passed a folded slip of paper by the company secretary. He opened it and, like a good judge, gave no clue from his expression as to the verdict.
“Those voting for the motion, 317,” he declared in senatorial tones.
Townsend took a deep breath. “Is it enough?” he asked Tom, trying to calculate how many people were sitting in front of the red rope.
“We’re about to find out,” said Tom calmly.
“Those voting against, 286. I therefore declare the motion carried by thirty-one votes.” He paused. “And Ms. Angela Humphries to be the new director of the foundation.”
A gasp went up around the room, followed by uproar, as it seemed that everyone in the audience had a view to express.
“Closer than I’d expected,” shouted Townsend.
“But you won, and that’s all that matters,” Tom replied.
“I haven’t won yet,” said Townsend, his eyes now firmly fixed on Angela.
People were now looking round the room trying to discover where Ms. Humphries was seated, though not many of them had any idea what she looked like. One person remained standing in his place.
On the stage, the chairman was having a further consultation with the secretary, who was once again reading directly to him from the little red book. He eventually nodded, turned back to the audience and banged his gavel.
Looking directly down at Fraser, the chairman waited for the gathering to return to some semblance of order before asking, “Is it your intention to propose another motion, Mr. Fraser?” He did not attempt to hide the sarcasm in his voice.
“No, sir, it is not. But I do wish to know who the newly elected director will be supporting with the foundation’s 5 percent shareholding in the company, as that will affect the identity of the next chairman of the board.”
For a second time everybody in the room began chattering or looking around the room, searching for the new director. Mr. Fraser sat down, and Angela rose from her place, as if she was on the other end of the seesaw.
The chairman switched his attention to her. “Ms. Humphries,” he said, “as you now control 5 percent of the company’s shares, it is my duty to ask who you will be supporting as chairman.”
Lloyd Summers continued to mop his brow, but couldn’t bring himself to look in Angela’s direction. She herself appeared remarkably calm and composed. She waited until there was total silence.
“Mr. Chairman, it will come as no surprise to you that I wish to support the man who I believe will serve the foundation’s best interests.” She paused as Armstrong stood up and waved in her direction, but the glare of the television arc-lights made it impossible for her to see him. The chairman appeared to relax.
“The trust casts its 5 percent in favor of—” she paused again, obviously enjoying every moment “—Mr. Keith Townsend.”
A gasp went up around the room. For the first time, the chairman was speechless. He dropped his gavel on the floor and stared open-mouthed at Angela. A moment later he recovered it as well as his composure, and began calling for order. When he felt he could be heard, he asked, “Are you aware, Ms. Humphries, of the consequences of switching the foundation’s vote at this late stage?”
“I mostly certainly am, Mr. Chairman,” she replied firmly.
A bevy of Armstrong’s lawyers were already up on their feet protesting. The chairman banged his gavel on the table again and again. Once the noise had subsided, he announced that as Ms. Humphries had pledged the foundation’s 5 percent of stock in favor of Mr. Townsend, thus giving him 51 percent to Mr. Armstrong’s 46, he was therefore left with no choice under standing order 11A, subsection d, but to declare Mr. Keith Townsend the new chairman of the New York Star.
The two hundred shareholders who had arrived in the hall late rose and cheered on cue like well-rehearsed film extras as Townsend made his way up onto the stage. Armstrong stormed out of the room, leaving his lawyers to carry on with their protests.
Townsend began by shaking hands with Cornelius Adams, the former chairman, and each of the members of the board, though none of them looked particularly pleased to see him.
He then took his place at the front of the stage and looked down into the noisy hall. “Mr. Chairman, ladies and gentlemen,” he said, tapping the microphone, “may I begin by thanking you, Mr. Adams, and the board of the Star, for the service and inspired leadership you have all given the company over the years, and may I wish every one of you success in whatever it is you choose to do in the future.”
Tom was glad that Townsend couldn’t see the expressions on the faces of the men seated behind him.
“Let me assure the shareholders of this great paper that I will do everything in my power to continue to uphold the traditions of the Star. You have my word that I will never interfere in the editorial integrity of the paper, other than to remind every journalist of the words of the great Manchester Guardian editor C.P. Scott, which have been the benchmark of my professional life: ‘Comment is free, but facts are sacred.’”
The actors rose from their places again and began applauding on cue. When the noise finally died down, Townsend ended by saying, “I look forward to seeing you all again in a year’s time.” He banged the gavel and declared the AGM closed.
Several people in the front row leapt up again to continue their protest, while two hundred others carried out their instructions. They rose and began to make their way toward the exit, talking loudly among themselves. Within minutes, the room was cleared of all but a handful of protesters addressing an empty stage.
As Townsend left the room, the first thing he asked Tom was, “Have you drawn up a new lease on the foundation’s old building?”
“Yes, it’s in my office. All it requires is your signature.”
“And there will be no increase in rent?”
“No, it’s fixed for the next ten years,” said Tom. “As Ms. Humphries assured me it would be.”
“And her contract?”
“Also for ten years, but at a third of Lloyd Summers’s salary.”
As the two men stepped out of the hotel, Townsend turned to his lawyer and said, “So all I have to do now is decide whether to sign it or not.”
“But I’ve already made a verbal agreement with her,” said Tom.
Townsend grinned at his attorney as the hotel manager and several cameramen, photographers and journalists pursued them to their waiting car.
“My turn to ask you a question,” said Tom as they slipped into the back seat of the BMW.
“Go ahead.”
�
�Now it’s all over, I’d just like to know when you came up with that masterstroke to defeat Armstrong.”
“About forty years ago.”
“I’m not sure I understand,” said the lawyer, looking puzzled.
“No reason why you should, Brother Tom, but then, you weren’t a member of the Oxford University Labor Club when I failed to become chairman simply because I had never read the statute book.”
34.
The Sun
12 June 1987
MAGGIE THE THIRD: TORIES ROMP IT “BY 110 SEATS”
As Armstrong stormed out of the Lincoln Room, unwilling to suffer the humiliation of having to sit through Townsend’s acceptance speech, few of the press bothered to follow him. But two gentlemen who had traveled down from Chicago did. Their client’s instructions could not have been clearer. “Make an offer to whichever one of them fails to become chairman of the Star.”
Armstrong stood alone on the sidewalk, having dispatched one of his expensive lawyers to go and find his limousine. The manager of the hotel was no longer to be seen. “Where is my bloody car?” shouted Armstrong, staring at a white BMW parked on the opposite side of the road.
“It should be with us in a few moments,” said Russell as he arrived by his side.
“How did he fix the vote?” Armstrong demanded.
“He must have created a large number of shareholders in the past twenty-four hours, who wouldn’t show up on the register for at least another two weeks.”
“Then why were they allowed into the meeting?”
“All they had to do was present the person checking the list with evidence of the minimum required shareholding and their identity. A hundred shares each for, say, a couple of hundred of them, would be all that was needed. They could have bought the stock from any broker on Wall Street, or Townsend could have allotted them 20,000 of his own shares as late as this morning.”
“And that’s legal?”
“Let’s say that it’s within the letter of the law,” said Russell. “We could challenge its legality in the courts. That might take a couple of years, and there’s no saying which side the judge would come down on. But my advice would be that you should sell your shares and satisfy yourself with a handsome profit.”
“That’s exactly the sort of advice you would give,” said Armstrong. “And I don’t intend to take it. I’m going to demand three places on the board and harry the damned man for the rest of his days.”
Two tall, elegantly-dressed men in long black coats hovered a few yards away from them. Armstrong assumed they must be part of Critchley’s legal team. “So how much are those two costing me?” he demanded.
Russell glanced at them and said, “I’ve never seen them before.”
This seemed to act as a cue, because one of the men immediately took a pace forward and said, “Mr. Armstrong?”
Armstrong was about to answer when Russell stepped forward and said, “I’m Russell Critchley, Mr. Armstrong’s New York attorney. Can I be of assistance?”
The taller of the two men smiled. “Good afternoon, Mr. Critchley,” he said. “I’m Earl Withers of Spender, Dickson & Withers of Chicago. I believe we have had the pleasure of dealing with your firm in the past.”
“On many occasions,” said Russell, smiling for the first time.
“Get on with it,” said Armstrong.
The shorter of the two men gave a slight nod. “Our firm has the honor to represent the Chicago News Group, and my colleague and I are eager to discuss a business proposition with your client.”
“Why don’t you contact me at my office tomorrow morning?” said Russell, as a limousine drew up.
“What business proposition?” asked Armstrong, as the driver jumped out and opened the back door for him.
“We have been invested with the authority to offer you the opportunity to purchase the New York Tribune.”
“As I said…” Russell tried again.
“I’ll see you both back at my apartment in Trump Tower in fifteen minutes,” said Armstrong, climbing into the car. Withers nodded as Russell ran round to the other side of the vehicle and joined his client in the back. He pulled the door closed, pressed a button, and said nothing until the glass had slid up between them and the driver.
“Dick, I could not under any circumstances recommend…” the lawyer began.
“Why not?” said Armstrong.
“It’s quite simple,” said Russell. “Everyone knows that the Tribune is in hock for $200 million, and is losing over a million a week. Not to mention that it’s locked into an intractable trade union dispute. I promise you, Dick, no one is capable of turning that paper around.”
“Townsend managed it with the Globe,” said Armstrong. “As I know to my cost.”
“That was a quite different situation,” said Russell, beginning to sound desperate.
“And I’ll bet he does it again with the Star.”
“From a far more viable base. Which is precisely why I recommended that you should mount a takeover bid in the first place.”
“And you failed,” said Armstrong. “So I can’t think of any reason why we shouldn’t at least give them a hearing.”
The limousine drew up in front of the Trump Tower. The two lawyers from Chicago were standing there waiting for them. “How did they manage that?” asked Armstrong, pushing himself out of the car and onto the sidewalk.
“I suspect they walked,” said Russell.
“Follow me,” said Armstrong to the two lawyers, as he marched off toward the lifts. None of them said another word until they had reached the penthouse suite. Armstrong didn’t ask if they would like to take off their coats, or to have a seat, or offer them a cup of coffee. “My attorney tells me that your paper is bankrupt and that it is most unwise of me even to agree to speak to you.”
“Mr. Critchley’s advice may well turn out to be correct. Nevertheless, the Tribune remains the New York Star’s only competitor,” said Withers, who seemed to be acting as spokesman. “And despite all its current problems, it still commands a far higher circulation than the Star.”
“Only when it’s on the streets,” said Russell.
Withers nodded but said nothing, obviously hoping that they would move on to another question.
“And is it true that it’s in debt for $200 million?” said Armstrong.
“Two hundred and seven million, to be precise,” said Withers.
“And losing over a million a week.”
“Around one million three hundred thousand.”
“And the unions have got you by the balls.”
“In Chicago, Mr. Armstrong, we would describe it as over a barrel. But that is precisely why my clients felt we should approach you, as we do not have a great deal of experience in handling unions.”
Russell hoped his client realized that Withers would happily have exchanged the name of Armstrong for Townsend if half an hour earlier the vote had gone the other way. He watched his client closely, and began to fear that he was slowly being seduced by the two men from Chicago.
“Why should I be able to do something you’ve failed so lamentably to achieve in the past?” Armstrong asked, as he looked out of the bay window over a panoramic view of Manhattan.
“My client’s long-term relationship with the unions has, I fear, become unsustainable, and having the Tribune’s sister paper, as well as the group’s headquarters, based in Chicago doesn’t help matters. I’m bound to add that it’s going to take a big man to sort this one out. Someone who is willing to stand up to the trade unions the way Mr. Townsend did so successfully in Britain.”
Russell watched for Armstrong’s reaction. He couldn’t believe his client would be beguiled by such sycophantic flattery. He must surely turn round and throw them out.
He turned round. “And if I don’t buy it, what’s your alternative?”
Russell leaned forward in his chair, put his head in his hands and sighed loudly.
“We will have no choice but to close th
e paper down and allow Townsend to enjoy a monopoly in this city.”
Armstrong said nothing, but continued to stare at the two strangers, who still hadn’t taken off their coats.
“How much are you hoping to get for it?”
“We are open to offers,” said Withers.
“I’ll bet you are,” said Armstrong.
Russell willed him to make them an offer they could refuse.
“Right,” said Armstrong, avoiding his lawyer’s disbelieving stare. “Here’s my offer. I’ll take the paper off your hands for twenty-five cents, the current cover price.” He laughed loudly. The lawyers from Chicago smiled for the first time, and Russell’s head sank further into his hands.
“But you will carry the debt of $207 million on your own balance sheet. And while due diligence is being carried out, any day-to-day costs will continue to be your responsibility.” He swung round to face Russell. “Do offer our two friends a drink while they consider my proposition.”
Armstrong wondered just how long it would take them to bargain. But then, he had no way of knowing that Mr. Withers had been instructed to sell the paper for a dollar. The lawyer would have to report back to his clients that they had lost seventy-five cents on the deal.
“We will return to Chicago and take instructions,” was all Withers said.
Once the two lawyers from Chicago had left, Russell spent the rest of the afternoon trying to convince his client what a mistake it would be to buy the Tribune, whatever the terms.
By the time he left Trump Tower a few minutes after six—having sat through the longest lunch of his life—they had agreed that if Withers rang back accepting his offer, Armstrong would make it clear that he was no longer interested.
* * *
When Withers called the following morning to say that his clients had accepted the offer, Armstrong told him he was having second thoughts.
“Why don’t you visit the building before you commit yourself?” suggested Withers.
Armstrong could see no harm in that, and even felt it would give him an easy way out. Russell suggested that he should accompany him, and after they had seen over the building, he would phone Chicago and explain that his client no longer wished to proceed.