‘Not to mention one or two of the past chairmen,’ said Tom, looking up at the paintings of his father, grandfather and great grandfather staring down at him from the surrounding walls. ‘I don’t think we need to vote on this,’ continued Tom, ‘so why don’t you take us through the options, Nat.’
The chief executive opened one of the three files on the table in front of him.
‘The law in these circumstances couldn’t be clearer. Once a company or individual owns six per cent of the target company, they must declare their position to the Securities and Exchange Commission in Washington DC, and state within twenty-eight calendar days if it is their intention to make a takeover bid for the rest of the shares. And if so, what price they are willing to offer.’
‘If someone is trying to take us over,’ said Tom, ‘they won’t wait the statutory month. Once they’ve hit six per cent they’ll make a bid the same day.’
‘I agree, Mr Chairman,’ said Nat, ‘but until then, there is nothing to stop us buying our own shares, although they are priced a little on the high side at the moment.’
‘But won’t that alert the opposition to the fact that we know what they’re up to?’ asked Julia.
‘Possibly, so we must instruct our brokers to buy soft, and that way we’ll quickly find out if there’s one big purchaser in the market.’
‘How much stock do we own between us?’ asked Julia.
‘Tom and I each hold ten per cent,’ said Nat, ‘and you are currently holding,’ he checked some figures in a second file, ‘just over three per cent.’
‘And how much cash do I still have on deposit?’
Nat turned the page, ‘Just over eight million dollars, not to mention your Trump shares, which you’ve been liquidating whenever there’s a strong demand.’
‘Then why don’t I pick up any soft shares, which wouldn’t be quite so easy for any predators to trace?’
‘Especially if you only dealt through Joe Stein in New York,’ said Tom, ‘and then ask him to let us know if his brokers can identify any particular individual or company who’s buying aggressively.’ Julia began taking notes.
‘The next thing we have to do is select the sharpest takeover lawyer in the business,’ said Nat. ‘I’ve talked to Jimmy Gates, who’s represented us in all our previous takeover bids, but he says this one is out of his league, and recommends a guy from New York called,’ he checked the third file, ‘Logan Fitzgerald, who specializes in corporate raids. I thought I’d travel up to New York before the weekend and find out if he’ll represent us.’
‘Good,’ said Tom, ‘anything else we ought to be doing in the meantime?’
‘Yes, keep your eyes and ears open, chairman. I need to find out as quickly as possible who it is we’re up against.’
‘I’m very sorry to hear that,’ said Fletcher.
‘It’s nobody’s fault,’ said Jimmy, ‘and I can’t pretend it’s been going well for some time, so when UCLA invited Joanna to head up their history department, it just brought matters to a head.’
‘How are the children taking it?’
‘Elizabeth’s just fine, and now that Harry Junior’s at Hotchkiss, they both seem grown up enough to handle the situation. In fact, Harry rather likes the idea of spending his summer vacations in California.’
‘I am sorry,’ repeated Fletcher.
‘I think you’ll find it’s the norm nowadays,’ said Jimmy. ‘It won’t be long before you and Annie are in the minority. The principal told me that around thirty per cent of the children at Hotchkiss come from broken homes. Do you know when we were there, I can’t remember more than one perhaps two of our contemporaries whose parents were divorced.’ He paused. ‘And the good thing is, if the children are in California during the summer, I’ll have more time to spend on your re-election campaign.’
‘I’d rather you and Joanna were still together,’ said Fletcher.
‘Any idea who you’ll be up against?’ asked Jimmy, obviously wanting to change the subject.
‘No,’ said Fletcher, ‘I hear Barbara Hunter is desperate to run yet again, but the Republicans don’t seem to want her as their candidate if they can find a half-decent alternative.’
‘There was a rumour circulating,’ said Jimmy, ‘that Ralph Elliot was considering running, but frankly after your Billy Bates triumph, I don’t think the Archangel Gabriel could unseat you.’
‘Billy Bates was not a triumph, Jimmy. That man’s death haunts me even now. He could still be alive today if I’d only been firmer with Chief Culver.’
‘I know that’s how you see it, Fletcher, but the public feels otherwise. Your re-election last time proved that. All they remember is that you risked your life to save thirty-one children and their favourite teacher. Dad says if you had run for president that week you’d be living in the White House right now.’
‘How is the old buzzard?’ asked Fletcher. ‘I’m feeling a bit guilty because I haven’t had a chance to visit him recently.’
‘He’s fine, likes to believe he’s still running everything and everybody, even if he’s only planning your career.’
‘What year has he got me running for president?’ asked Fletcher with a grin.
‘That all depends on whether you’re first considering running for governor. By the time you’ve done four terms as senator, Jim Lewsam will just about have completed his second term.’
‘Perhaps I don’t want to be governor.’
‘Perhaps the pope isn’t a Catholic’
‘Good morning,’ said Logan Fitzgerald as he looked around the boardroom table. ‘Before you ask,’ he continued, ‘the answer is Fairchild’s.’
‘Of course,’ said Nat. ‘Damn it, I should have worked it out for myself. When you think about it, they are the obvious predator. Fairchild’s is the largest bank in the state; seventy-one branches with almost no serious rivals.’
‘Someone on their board obviously considers we are a serious rival,’ said Tom.
‘So they’ve decided to eliminate you before you think of doing the same thing to them,’ said Logan.
‘I can’t blame them,’ said Nat, ‘it’s exactly what I’d do if I were in their position.’
‘And I can also tell you that the original idea didn’t come from a member of their board,’ continued Logan. ‘The official notification to the SEC was signed on their behalf by Belman Wayland and Elliot, and there are no prizes for guessing which of the three partners’ signature appears on the dotted line.’
‘That means we’ve got one hell of a fight on our hands,’ said Tom.
‘True,’ said Logan, ‘so the first thing we have to do is start playing the counting game.’ He turned his attention to Julia. ‘How many shares have you picked up in the last few days?’
‘Less than one per cent,’ she replied, ‘because someone out there keeps pushing the price up. When I asked my broker yesterday evening, he told me at close of business the shares had touched $5.20.’
‘That’s way above their realistic value,’ said Nat, ‘but there’s no way back for either of us now. I’ve asked Logan to join us this morning so he can give us his assessment of our chances of survival, as well as take us through what’s likely to happen during the next few weeks.’
‘Let me bring you up to date as of nine o’clock this morning, Mr Chairman,’ continued Logan. ‘In order to avoid a takeover, Russell’s must have in their possession, or pledged to them in writing, fifty point one per cent of the bank’s shares. The board currently holds just over twenty-four per cent, and we know Fairchild’s already has at least six per cent. On the face of it, that looks satisfactory. However, as Fairchild’s are now offering $5.10 a share for a period of twenty-one days, I feel it’s my duty to point out that should you decide to sell your shares, the cash value alone would net you in the region of twenty million dollars.’