Chapter Twenty-one The Feeling of the Meeting
How the minutes came to record that 'Mr Cornfeld voluntarily tendered his resignation'.
April
11,
1970 was Ed Cowett's fortieth birthday. It came at the end of a doubly eventful week. For the first fatal break in the IOS share price had now occurred. The price was standing at just under $11 when Lechner talked to von Peterffy. On Thursday, the day before the excutive committee meeting, the shares opened at the Banque Troillet at $1o¼. The price then fell, for the first time, under $10, and by the end of that same day the Troillet dealer, Monsieur Plomb, had marked IOS Ltd down to $8. On Friday, the price wavered between $8½ and $8.625: it was now firmly below its issue price, and financial journalists began to get on the line to 119 Rue de Lausanne. Cowett was suave and unshaken. A momentary setback, he said: a Swiss bank had tossed 30,000 shares into the market.
There was, almost certainly, such a block: they may have been the shares purchased in 1969 by an IOS regional manager in Karlsruhe, named Leonard Lang. It was Lang's personal disaster that he took Cornfeld's financial euphoria seriously, and he bought this considerable block of shares for himself and some of his customers. Half the purchase price was lent by the Basle, Switzerland, branch of the United California Bank, and in April the bank decided, sensibly enough in view of the shaky appearance of the IOS price, to call in its loan - which meant selling off Lang's shares. They were offered first to IOS for purchase, IOS refused.
Speaking in memorably righteous tones Cowett informed one
of the present authors that weekend that IOS had refused to buy
because 'a company such as IOS, registered under Canadian law,
392 may not trade in its own shares'. It was a great speech from a man who, secretly, had caused IOS to spend $12 million on trading in its own shares, and had only stopped when there was no more money left.
The collapse of the IOS share price which followed the end of the buying programme struck an immediate blow at the customers' assets, already depleted by the world wide decline of stock markets.
When IOS's own shares fell, fund managers everywhere began to unload those inflated securities which were so heavily represented in the IOS funds: Giffen Industries, Four Seasons Nursing Homes, Unexcelled Inc, Gulf and Western Industries, and the like. Jo Melse, the manager of IIT, estimated that this cost the funds around $50 million, because once it was realized that IOS was in trouble, the IOS fund managers were quoted knockdown prices whenever they tried to get rid of their shakier holdings. He was, understandably, furious that he had not been warned that the IOS share price was being supported.
IOS was certainly in trouble. On Monday April 13, IOS shares opened at $8½, and on the 14th they rallied briefly to $9½. On the 16th they fell back to $8. On the 17th, they opened at $7.375 -and they closed that day at a disastrous $5½. By the end of the month Guinness Mahon in London were quoting $4 per share.
The first response of Cornfeld, Cowett and their immediate henchmen was to try to brazen things out. Once, it might have worked. But the collapse of the IOS share price was taking place against a background of generalized financial panic, to which IOS itself had contributed in terms of general policy and particular actions. In April 1970, ghosts which had not been seen since 1929 were climbing out of coffins in Wall Street, in the City of London, and around the Place de la Bourse in Paris.
On February 4, when Cornfeld addressed the New York investment community, the market had been slipping steadily downward for rather more than a year. Having briefly scraped the 1,000 mark at the end of 1968, the Dow-Jones average moved down from 950 during 1969, to stand at 750 in the first week of February 1970. It was, however, thought - or frantically hoped - that this was a low point, after which the market would embark on another long climb upwards, as it had done in 1968. Surely, after a year's decline, the market must turn the corner? After an awful hesitation in February and March, it did. It turned the wrong way. All the stock markets in the world, with the temporary exception of Italy's, cracked at the same moment, and the cult of performance was discredited in a matter of days.
When hiring Fred Alger in 1965, the Emperor Cornfeld declared that he would 'know the schmuck to fire' in the event that things went wrong. In March 1970, IOS fired Alger: the $60 million portfolio of investments that he had been handling was taken over directly by Geneva, and most of them were dumped immediately in return for cash. In point of time, Fred Alger was fired just days before the real break came, and David Meid, the other superstar of the IOS hot-fund team, departed a little later. Symbolically enough for IOS, the true collapse of the Dow-Jones index was just gathering speed on the day that Lechner talked to von Peterffy. On Tuesday, April 7, the Dow-Jones was pitching down towards the 700 mark, and seemed to be gathering velocity. Investors Overseas Services ran out of money in the week of the worst stock market panic since World War II.
On Sunday April 12,
the IOS board met at the Villa Bella Vista. Saturday had been spent in splinter groups, discussing Friday's revelations: now, they were to be examined before a wider group. Not all the board were there, but although Mende from Germany and Bernadotte from Sweden were missing, Martin Brooke of Guinness Mahon had arrived from London, and Wilson Watkins Wyatt from Louisville, Kentucky. Lechner went through all the figures again, speaking for something like ten hours, with a break for a buffet lunch. Strangely enough, the mood of the meeting, although shocked, appears to have been essentially restrained. 'The feeling was that Bernie and Ed were facing up to the situation,' Lechner recalled.
Their 'facing up' took a remarkable form. Now that vast injections of the company's own money had failed to keep the IOS shares alive, IOS tried the effects of a thunderously orchestrated propaganda campaign. Propaganda, after all, was what they had always done best. By the weekend after that first, traumatic meeting, Ed Cowett's line about the 30,000 shares dumped on the market had been elaborated into a wicked plot against IOS. After a careful examination of the evidence, Cowett informed the Frankfurter Allgemeine Zeitung, it was possible to say definitely that the market had been manipulated!
Speculators, he said, were trying to force down the IOS price by systematic selling. Trumpeting shrilly, Cornfeld rushed into battle with wilder allegations yet. He convinced the London Observer that IOS was victim of 'the biggest concentrated bear raid that Europe has seen in a generation'. It was, he said, (producing no shred of evidence) the jealous German banking Establishment, getting together to sell IOS short. But they would fail.
'At present market prices,' he said (and he must have taken figures from the air), 'we have enough cash in hand to buy back all the existing stock fourteen times.' For one of the present authors, he produced the claim that he had enough money in his personal bank account to buy back all the shares. That, in the light of later knowledge, was a remarkable statement, because until he objected in January, his account at the odb had indeed been used to buy almost a million IOS shares.
Yet the tale was told with such matchless assurance that it was hard to disbelieve it. Henchmen pitched in to help, and in the mel6e taste and accuracy were early casualties. ‘I feel,' said Ambassador Roosevelt, 'like I did in 1933, when my father and I had meetings to sort out the problems of the United States. Then, we all pulled together, and none of the terrible things happened.' Allen Cantor stated that a mighty consortium of banks stood ready to buy IOS shares, force up the price, and crush the speculators. Cantor spoke glowingly of this consortium, which existed only in his own mind. 'When we give the word,' he said, 'they are all prepared to pile in and buy the stock.' Harvey Felberbaum said that people in the know were already 'piling in to buy the shares.' It was, he said, 'a real battle of the giants,' adding compassionately: 'The tragedy is that it is the little man who will get murdered.'
Any little man who took that professional investment advice would have halved his money inside a month. Bernard Cornfeld, however, was not such a one. Privately, on April 20 - in the same week that he was suggesting he might personally buy back all the shares - Cornfeld sold a block of 450,000 IOS shares. Of this total, he sold 60,000 on Cowett's behalf. They got $4 each for their shares, which made a total $1.8 million, and it was a very good price for such a huge block of shares on April 20, when the price had opened at about $5.
Cornfeld did have one inspiration about purchasers for IOS shares. Why shouldn't the customers of the IOS funds be lumbered with them? He went to Jo Melse, and told him to use IIT money to buy IOS Ltd shares.
When Melse refused to buy IOS with fund money, Cornfeld lost his temper. Whether it was contrived or genuine rage is difficult to say. 'Mr Cornfeld,' said C. Henry Buhl, who supported Melse, 'was not feeling himself just at that time.'
Perhaps not, but he was still selling concepts as diligently as ever. Both he and Cowett had another, and subtler, line to back up the 'bear raid' story. Off the record, they were prepared to make frank, manly admissions that a few things had perhaps gone wrong at IOS. Profits, perhaps, were not going to be quite what had been expected. Cornfeld spoke of IOS executives flying economy class, and suggested that lights would have to be switched off when people left their offices. With a convincing appearance of humility, he admitted that perhaps success had gone somewhat to IOS's head. 'We felt very rich last year,' he said disarmingly.
Meanwhile, the IOS publicity machine churned out declarations to the effect that only irresponsible conspirators could possibly allege that IOS might be short of cash. Thus on April 22:
'One of the most persistent misstatements which have been bandied about in the past two weeks is that our Company (is) short of cash…
These statements are untrue.'
It will not be a surprise to learn that IOS lamented that 'the small investor' was the person who would be most harmed by these malicious rumours. One would hardly have expected IOS to admit they were broke: by the conventions of business life, some delicate misrepresentation is permitted to those who find themselves in tight corners. But there was nothing delicate about IOS's account of its own cash position: 'As for our own liquidity, the IOS group of companies… presently has a cash position in excess of $30 million being held at interest.'
The statement did not disclose that the figure $30 million, given as evidence of the company's liquidity, included blocked time deposits and blocked cash. In effect, therefore, IOS was citing as evidence of its liquidity the very sums that had been advanced to its executives! The company's true liquid cash position was scarcely more than one-third the sum that was claimed.
The press were not the only recipients of such manufactured optimism. On April 20, M Paul Vincent, Director-General of the Banque Rothschild, called from Paris. Vincent asked Cowett 'as it is my job to do as an underwriter, what has happened to the share price?' Cowett said it was all right, it was just some speculators, and produced his forecast of the profits:' $25 million in 1969, $50 million in 1970.' Not that M Vincent was entirely deceived. Three days later, he informed his boss, Baron Guy de Rothschild:
'C'est foutue, l'
IOS.'
This might fairly be translated as 'IOS is screwed'.
For the whole of April, although the share price fell relentlessly, keeping pace with markets around the world, the IOS facade held together. The version that the press, and the financial community, accepted generally was that IOS had run into some budgetary difficulties, but was 'basically sound' and was facing up to them with courage. Cowett's bland assurances, Cornfeld's new humble mien, were produced with admirable polish: before the crisis burst open in May, only the tiniest clues could be glimpsed by outsiders. Leaving Geneva airport on April 20, one of us caught sight suddenly of Cornfeld, seeing Cowett off. Until they realized they were observed there seemed to be some curious urgency in their attitude, which contrasted with the debonair calm they were projecting in their offices. Cowett was looking pale and weary.
Nobody was more horrified at the turn of events than the six distinguished underwriters who had brought the IOS public offer to the market. In the blunt words of one of IOS's own directors, the underwriters' reaction was that they, and their clients, had been had. On April 30, there was a somewhat acrid meeting in
Geneva, when Bert Coleman of Drexel, Sir Kenneth Keith of Hill, Samuel, and a party of underwriters confronted the executive committee of the IOS board, including Cornfeld and Cowett. If the underwriting team had taken Cowett at face value before the offering, they did not do so now. How could it be, they wanted to know, that Ed Cowett could have predicted IOS profits of $25 million as recently as mid-April? How were the loans to the collapsing Commonwealth United to be valued? And Sir Kenneth asked an especially nasty question: the prospectus, he pointed out, had suggested that cash from the offer would be used to expand banking and insurance activities. Did the IOS men think that the actual fate of the money squared with that promise?
Alan Conwill, the ex-sec lawyer working for IOS, replied as best he could. The promise had been accurate when it was made, he said. And at least the Canadian Channing purchase represented some corporate expansion. Admittedly, some of the ways in which the IOS cash had been exhausted did not square with the prospectus. But you might well argue that some of the tax deals had been paid for with revenue cash, not the offering cash. Sir Kenneth and his colleagues do not seem to have been impressed with this line of argument.