Villiers Touch (2 page)

“As an investment? I'd vote no. Melbard's been conservative in his dividend policies—twenty-five cents a year, mostly. The market price of the stock hasn't moved three points either way in the past couple of years.”

“What about his board of directors?”

“Rubber stamp. Except for the two boys from Northeast Consolidated Industries. NCI's pretty well committed in Melbard, you know—Melbard makes the basic chemical ingredients in a lot of the stuff NCI manufactures. Lanolin-cholesterol for cosmetic products. Chemicals for law-enforcement equipment like riot-control foams and gas-fog generators and that banana-peel stuff they coat streets with. Tear gas, gas-mask chargers, breathalyzer reagents—”

“You don't need to read me the whole catalog.”

Isher made a growling sound; he blinked and said, “Okay, then what is it you want to know?”

“You said NCI owns twenty-three percent of Melbard and puts two of its own directors on Melbard's board. The fact is, NCI owns sixteen percent of Melbard. Elliot Judd owns the other seven.”

“But Elliot Judd
is
NCI. Board chairman, biggest stockholder, what-have-you. What's the difference?”

“The difference is, Sidney, I don't pay you for sloppy work. I want facts, not approximations.”

Isher bridled. “Look, how can I give you what you want unless you tell me what you want? How am I supposed to know what to look for if I don't know exactly what your angle is?”

“Do I always have to have an angle?”

“I wish I knew more about why you're interested in Melbard. I could answer your questions with a good deal more precision. For instance, if you're out to raid them the way you did Ewing, then it's a very good setup. You offer the Melbard family a higher price for the assets than the existing market price of the stock. You can afford to do that, because you can still clear a healthy profit simply by breaking up the assets—mostly the inventory. Then pay off the family from the accumulated reserves and end up owning the physical assets for peanuts. It shouldn't be too hard to get at it—old James Melbard's sick, the rest of the family are golfers and clubwomen. All you have to do is go to them and convince them the company's in danger of running down like an old clock.”

“Is it?”

“It could be, if they don't get on the stick.”

“Go on,” Villiers said.

“Convince Melbard he needs help to modernize—then offer to buy him and his family out, with enough capital to save the company. You don't buy
all
his stock, but naturally your price for bailing them out is controlling interest: you buy fifty-one percent of the stock. The family keeps the remaining nineteen percent. It should look attractive to them—after all, old James Melbard's getting too long in the tooth to hang on much longer. If you buy in, they can't lose, no matter what happens. They get a premium price for their stock. And they might even make more money on the shares they keep. Then, of course, there's that item in the assets column called goodwill—some nice outside money could boost that for them.”

Villiers opened a flat silver case and took out a cigarette. “You got a match, Sidney?”

Isher snapped, “No. I don't smoke.”

“Maybe you ought to. Might clear up that cough.” Villiers smiled a little.

“What else do you need to know?” Isher asked.

“For openers, we can't move into this without knowing which way NCI's going to jump when they find out Melbard's got a buyer sniffing around.”

“You mean Elliot Judd may get nervous when he hears somebody's trying to move in on Melbard.”

“I don't want NCI bidding me up, Sidney—I can't compete with that monster.”

“Nobody could, this side of General Motors. You've got a good point.”

“Give me an educated guess. Will they bid against me?”

“Depends on how you handle it,” Isher said. “Do you want me to use your name?”

“No. Approach them through dummy fronts. With my reputation I'd make them too nervous.”

“All right. That makes it easier for a start. Now, suppose we use George Hackman again. He's a reputable broker, and he's enough of a WASP backslapper to charm the Melbard family. With Hackman and me fronting, they probably won't get too suspicious. We'll tell them we're fronting for a syndicate of bigshot conglomerate executives looking to diversify.”

“Won't Melbard get sniffy if you don't identify the clients? There's a lot of front men dummying for Cosa Nostra goons that want a legitimate outlet for their money. How do you convince Melbard you're not acting for racketeers?”

Isher's face changed. “I hadn't thought of that.”

“Melbard will.”

“Then what do you suggest?”

“Diane Hastings.”

Isher shaped the name on his lips and frowned. “Elliot Judd's daughter?”

“She owns the Nuart Galleries chain.”

“Would you mind going back over that one more time? What's that got to do with us?”

“Diane Hastings will be the client you're fronting for, when Melbard asks.”

“A bunch of art galleries? Where does she get that kind of money?”

“It's a nationwide chain, Sidney. Sixty-one outlets in forty-two states. Art for the masses at popular prices. Greeting cards, artists' supplies, art books, paintings, posters, prints. Nuart grossed twenty-six million last year—and nobody's going to question Diane Hastings about Cosa Nostra backing. She'll say she's looking to diversify her holdings. Nuart goes public, and she uses the capital from the sale of stock to buy the Melbard company.”

Isher had to chew on it. After a period of digestion he said, “I don't know—I don't know. Tell me something—does Mrs. Hastings know anything about this?”

“She will.”

‘That's what I thought.” Isher started sliding papers back into his case. “I'm not going to Melbard with any offers until I have it from the lady herself that she's acting for you. Otherwise I get hung right in the middle.”

Villiers' only reply was a dry look. Isher snapped the case shut and stood up. “How far do I go? I mean, if we're going all the way, it means you pounce, close the firm down, and sell out the assets. You take a quick profit, but you gut the company in the bargain. Is that how it'll be?”

“Just set them up for the buy,” Villiers said. “Let me worry about what happens afterward.”

Isher looked sour. “And what about the Melbard family?”

“If they go for it, they're suckers—marks. There's no way to stop them from giving it away. All you can do is try to be first in line when they're handing it out.”

“Maybe. But it's got a sick smell to it.”

“That conscience of yours will make trouble sometime, Sidney.”

“What about yours?”

“Mine means about as much as my tonsils—which were removed twenty years ago.” Villiers smiled a little. When Isher turned toward the door, he said, “Aren't you forgetting one thing?”

It turned Isher back. “Which?”

“What's yesterday's closing price on Melbard stock?”

“Five and an eighth. But I told you, it's undervalued. The family knows that.” Isher nodded quickly. “Oh, I see. All right—how high do you want me to go?”

“Start at seven. Go up as high as twelve if you have to.”

“Twelve dollars?”

“You heard me.”

“You'll lose your ass. You can't afford to pay more than eight. At twelve, it'd cost you nine million dollars to buy a controlling interest—and you can't sell Melbard's assets for anything like that.”

“Don't waste money. Get it at eight if they'll go for it. But get it. Go to twelve if you have to. But let me know if there's any sign of NCI bidding us up.”

Isher shook his head and said dryly, “Yassuh, boss. Anything else?”

“Find out exactly who the two directors are that Elliot Judd has on Melbard's board. And find out which members of Melbard's family own what percentage of the stock.”

“Don't you think I've already done that? How long have you been taking me for an irresponsible fool?”

“Sidney, if you get that steamed up at this hour, you'll boil over before noon. How'd you find out about the family personalities?”

“Took their plant manager to lunch. Amazing how often you can get somebody to reveal inside information just by wining and dining him—expensive restaurant, good food, plenty of martinis, an attentive companion. I asked a few leading questions—all it took.”

“Good work.”

Isher smiled.

Villiers said, “One thing—don't volunteer Diane Hastings' name too easily. Make them fight and scratch to get it. That way, when they get her name they'll think they've got the real buyer. They won't look any farther.”

“Smart.”

“I'll get back to you some time.”

“Have Mrs. Hastings call me. Reach you here at the hotel?”

“Leave a message if I'm not here.”

“Which is probably most of the time,” Isher said, and went.

When the door closed, Villiers was smiling slightly. He had won the points he intended to win, and at the same time left Isher with the feeling—which the lawyer needed badly—that he had achieved a victory. Isher was a good corporation-law man, a spectacular tax attorney, and a timid businessman. He needed pushing; he needed flattery. Villiers provided him with his needs. He reminded himself to have some token jewelry sent to Isher's wife.

He sat smoking by the window, withdrawn deep into thought. It was just as well to keep Isher in the dark; Isher only needed to know he was to take over Melbard. He might balk if he knew the move against Melbard was only a prelude.

Mason Villiers had raided companies bigger than Melbard. The little ones no longer held his interest. This time his aim was targeted much higher.
Time to come up and play with the big boys
.

He cupped a hand around the back of his neck and reared his head back lazily, smiled a bit, and glanced toward the phone. Was it too early to call Diane Hastings? Probably. It wouldn't help his cause to offend her at the outset. Better to wait until she reached her office at nine. He looked at his watch—seven-thirty. He decided to take a nap.

2. Russell Hastings

The morning was hot, muggy, and without breath. The frail sun seemed watery and distant through its lemon sky. Air-conditioners thrummed in a million windows, pulling hard against the Edison generating plants, which—to meet the strain—poured tons of additional smoke into the heat-inverted cloud over the city.

Traffic backed up in lower Manhattan, raucous with horn-blowing frustration, from the Battery to Greenwich Village, choked by double-parked trucks making ear-splitting deliveries. Subway tunnels, gray with pungent mists, poured the morning rush of sweat-grimed bodies up onto the jammed sidewalks of the financial district.

Russ Hastings emerged from the IRT subway onto the Broadway sidewalk and pushed through the crowd, hands in his pockets, mouth closed and nostrils pinched, trying not to breathe. He found an empty eddy by the corner of the Irving Trust building, stopped there to stand a moment in the heat and watch a group of vivid pretty girls—well-turned legs, miniskirts, trim hips rolling in healthy action. They paused in a knot at the corner and burst into high laughter before they separated into the jam.

Russ Hastings' attention followed one of them—tall girl with long yellow hair, white blouse, and pink skirt—as she went smartly up the far side of Broadway along the Trinity Churchyard fence. She didn't really look like Diane, but at this point in his recovery the sight of any pair of long legs clipping along with lithe, quick strides still had the power to fill his mind with contradictory fantasies, part poignant nostalgia, part indiscriminate lechery, part misogyny; he watched them hurry by, thin-clothed, breasts bobbing and surging with young physical arrogance.… It was some time before he shook it off and pushed Diane back into her slow-receding niche.

Feeling hungry, he checked the time and went on past Wall Street to a crowded coffee shop. He had to wait for a stool at the counter; when a space opened up, he ordered coffee and Danish and leaned on his elbows. Half his mind picked up the conversation between two men on his right:

“… I made six points on it when it split last year.”

“You got in on the ground floor, then.”

“Aeah. I figure to hold on till it hits fifty, then unload and get into something else.”

“What makes you think it'll go that high? Somebody buying into it?”

“Who knows? But I picked up a tip from one of our district managers, his wife's an administrator out at Brookhaven Labs—there's a lot of inside talk out there about government contracts. Even Standard and Poor's says NCI's expected to earn a buck and a half a share by the end of the year.”

Russ Hastings glanced toward them—both middle-aged, talking through clouds of cigar smoke, fat with the self-importance of the not-quite-competent who had been passed over by Big Fortune. He listened with more care. The man beside him went on: “Expecting a big rise in earnings because they're getting in on all that government money going into police enforcement equipment. Stands to reason, Charlie. All this law-and-order talk, the crime rate zooming up, and the police market booming.”

“Who ever said crime didn't pay?”

Some laughter in the cigar smoke. “Sure. Getting the kind of market play they used to give to tronic stocks and aerospace and the Pill. Well, hell, NCI's already gone up six points this year—where'd it start, around twenty-five? Up to thirty-one yesterday at the close. One of the magazines I read says enforcement-equipment spending will keep going up by ten percent a year for five or ten years.”

“Come to think of it, I had lunch with Sol Weinstein last week. He'd just come in from Chicago—said Chicago Investment Mutual was buying NCI.”