Villiers Touch (38 page)

The talk subsided and Villiers made gestures. “My associates, Mr. Sidney Isher and Mr. Stephen Wyatt. I know you, Cleland, and Dan Silverstein. I don't believe I've had the pleasure of meeting the rest of you gentlemen?”

The board of directors was, in due course, identified and separated out as to names and faces. They distributed themselves around the table. Ansel Cleland took a pair of glasses out of a leather case, arranged papers before him, pushed his glasses higher on his nose, and said, “You're the visiting team. You can have the first turn at bat.” He planted his elbows on the table and thrust his jaw forward stubbornly, striking the pose familiar to anyone who had seen him on the cover of
Newsweek
.

Villiers, on his feet, launched into a clipped speech, the length of which was not out of proportion to what he had to say. He spoke without animation in a hard, mechanical voice; his words, delivered in a pitchless monotone, fell equally, like bricks, as if he were uttering a ritual incantation. Speaking down the length of the conference table from a widespread stance, he took the NCI directors step by step along a carefully planned route. He spoke mainly to Ansel Cleland, because in the absence of the chairman Cleland was NCI's top man, a Cincinnati-born businessman whose career in banking and corporate law had catapulted him onto the boards of directors of eleven corporations, but whose principal interest had lain with the affairs of NCI ever since he had been hired on in 1946 as Elliot Judd's corporation counsel. Cleland's façade—jutting jaw, shrewd eyes, alert seated posture—was no sham.

Villiers took them through a swift course, twice deferring to Sidney Isher, who put in legal niceties, and to Steve Wyatt, who had come armed with a briefcase full of statistics and corporate figures.

He watched them while he spoke, gauging the temper of the group with hair-fine care; afterward he paused, and in a room whose silence was disturbed only by the thrumming of air-conditioning, he moved his eyes from face to face with an expression like that of a man who, drawing back his whip, hesitates just briefly to select the most painful spot on his victim's naked back. And then he said, “My terms and conditions should be easy enough to understand. Either you support my campaign to persuade stockholders to trade their NCI shares for Heggins debentures, or I'll proceed with moves to raise patent royalties and drive NCI out of the competitive marketplace. I've accumulated enough of a position and enough voting proxies to make a strong bid for control in a stockholders' meeting, but if you force me to that extreme you're only hurting yourselves and the company. Your best choice is to go along with the Heggins exchange and afterward dissolve the present board of directors so that I can replace it with my people.”

There were no outraged cries; most of them steepled their fingers and squinted at him, making it clear they were not ready to jump for the lifeboats yet, not prepared to be easily swayed. Ansel Cleland just watched Villiers as if he were slightly crazy. Silverstein looked uncomfortable and sick; he was toying with a mechanical pencil and not meeting anyone's glance. There were looks of stunned fascination, pained looks of indignation, dazed looks of shock. Finally Ansel Cleland spoke: “You ought to be shot,” he said, filling with red-faced anger. “I won't let you get near it.”

“I'm afraid you can't stop me.”

“You'll never pull it off, Villiers. We'll line up proxy-soliciting firms. We'll form a protective stockholders' committee. This firm will not be bled by a common raider!”

“Go ahead. Insist on a proxy war. You'll have trouble, Cleland. When I raise the patent royalties on Melbard and the others, your market picture will go sour. The big fund managers will dump NCI from their portfolios. Your own employees will get shaky and your customers will be frightened off. The competition will get brave, and you'll get squeezed out of your outlets. You'll destroy the confidence of your stockholders and wreck the entire company. Is that what you want?”

“Don't try to put words in my mouth,” Cleland said. “You know what we want. The question is, what do
you
want?”

“I thought it was obvious by now. I want NCI.”

“No. You won't get it, and you know that. So the question becomes, what will you settle for?”

Villiers shook his head. “You misunderstand me. I didn't come here to bargain and negotiate and reach a compromise. There's no middle ground here. You go along or you go under, that's all there is.”

“You're playing poker—running a bluff. Don't you think we can see that?”

Villiers' reply was the slightest of smiles. It had no visible effect on Cleland, but some of the others were visibly chilled; shaken, they looked away and fidgeted. Villiers nodded to Isher and Wyatt, who dragged on his cigarette and poured thick, slow rivers of smoke from his nostrils while he packed up his briefcase. Villiers walked down the length of the room to the door, turned, caught Dan Silverstein's eye for a moment, and said to Cleland, “Our newspaper ads will be on the street Monday morning. You'll have to make up your minds between now and then. If you're smart, you won't make a fight of it.”

Isher opened the door. They filed put; and Isher, with exaggerated propriety, closed the door firmly behind him.

They waited for the elevator—Villiers calm and steady, the others breathing hard. Steve Wyatt's grin jerked, and he said nervously, “Prosperity is just around the corner.”

“Objection,” said Isher. “Assuming facts not in evidence. They haven't capitulated yet.”

“They will,” Wyatt said. “Hell, four of them sold Heggins short on information we got leaked to them—those four are in a hell of a tight spot, and the only way they can get out of it with their scalps whole is accept our deal and trade their NCI shares for Heggins convertibles.”

The elevator came; they stepped in. Sidney Isher said, “If they're inclined to play dirty pool, they may stop us yet.”

Villiers spoke finally: “They'll hassle for a while. Silverstein will keep slinging wrenches into the works. With him in the group, if all seven of them were laid end to end they couldn't reach a decision. The only thing they can do is try to get through to Judd on the phone, and they won't reach him. They'll still be arguing when our ads hit the market—and as long as they're arguing among themselves, they won't be fighting us.”

“Maybe,” Isher said. “Maybe. I think you're selling them short. I think Cleland will ride right over Dan Silverstein like a steamroller. I think for every ad of ours on a left-hand page we're going to see an ad of theirs on a right-hand page exhorting stockholders not to tender any shares to Heggins. And we can be sure they'll spell out the reasons in blood.”

“Let them try,” Villiers growled, and strode away across the marble-floored lobby.

28. Russell Hastings

Hastings came down the hall with his tie at half-mast, collar open, entered the head office, and found Quint wasn't alone—there was an elegant old man in a black Chesterfield, and a dark pretty girl.

Quint acknowledged his arrival in his wry English drawl: “Marvelous. Enter the hero.” There never was any real bite in Quint's sarcasms; Hastings only smiled and shook hands when Quint introduced him to the visitors—Howard Claiborne, of Bierce, Claiborne & Myers, and Claiborne's private secretary, Miss Goralski. Quint completed the introductions by intoning, “Russ Hastings, an attorney on my staff. Russ has been concentrating on the NCI matter, and I think it would be judicious to repeat what you've told me to him.”

Howard Claiborne gave Hastings a firm handshake and an unsmiling greeting. Quint indicated a chair, and Hastings settled in it after turning toward Miss Goralski but thinking better of offering to shake her hand: the girl seemed to be in a state of marked agitation, too distracted by nervous anxiety to do more than acknowledge him with a jerky nod of her pretty head.

Howard Claiborne cleared his throat and said, “My secretary and I seem to have become involved unwittingly in certain activities of a recent employee of mine—activities which, if not entirely illegal, could at least be described as extralegal. I think perhaps it would—”

“Excuse me,” Gordon Quint said. “It occurs to me we'll save time if I ask one of the Justice Department chaps to sit in, so that you won't have to go over it yet again. Unless you object?”

“Not at all,” Claiborne replied. “Miss Goralski was good enough to come to me with the information we've given you, and as I told you, I decided immediately to bring the entire matter to the attention of the authorities. By all means, let's have the Justice Department.”

Quint nodded and reached for the phone; while he waited for his connection, he passed a sheaf of papers to Hastings and said, “Have a look through these.”

They were printed market letters and analysts' bulletins, stacked in chronological order, beginning with two Standard & Poor's yellow insert sheets on NCI and Heggins Aircraft dated a few weeks ago. One of the documents, ten days old, was the
Albert Marlowe Bulletin
, a market letter with a circulation in the hundreds of thousands—a hedging, pontifical tip sheet widely used by those who relied on forecasters' predictions. Now and then it could have a marked influence on the Market.

It was headed
“CONFIDENTIAL: FOR SUBSCRIBERS' USE ONLY”
and in typical Wall Streetese it said:

As the year develops, the economy has undergone a moderate readjustment, and even though there is no unanimity among economists, it is fair to estimate that, by and large, dividends will hold up well, though there will be a few instances of tax selling and casualties. Given the current slowdown in business it is doubtful there will be any short-term reverse in the present leveling-off trend, although with current high interest rates, only time will tell whether a slump across the board is in the offing. At the moment there is no sign of such a further deceleration.

NCI has advanced four points since recommended here in March, and we think that while near-term uncertainties exist, NCI has formed a sound base and will probably continue to rise steadily, although no one can guarantee against the unexpected.

Meanwhile it appears Heggins Aircraft may be ready to move. It may well be one of the sleepers of the year, when the public begins to recognize its potential under its new management's dynamic programs of boldly planned expansion, continuing research and development, and forward-looking diversification.

Hastings read the rest of them, frowning and shaking his head and smiling wryly at intervals. Quint caught his eye, and Hastings said, “It's inconceivable to me that so many subscribers can fall for this kind of idiocy. No real insider in his right mind is going to let a genuine hot tip out if he's got any way to stop it. These writers are no more privy to inside information than the man in the street. The same people that believe this junk would never think of going into a high-stakes crap game on a stranger's advice and on borrowed money.”

He saw the touch of a smile at the corner of Howard Claiborne's stern mouth; he went on through the stack of bulletins, and it was only when he reached the end that he got the point. It was last Tuesday's issue of the same market letter:

The economy remains in a moderate state of readjustment, and there is as yet no sign of acceleration in industrial capital investment.

Clearly, there must come times when circumstances force a recommendation to be rescinded. Since NCI was mentioned here last, changing factors have come to light which cast a cautionary glow over the company. Its relative position of strength would appear, perhaps, to have been affected somewhat adversely by the possibility that several of NCI's important suppliers of patented chemical and mechanical components may soon seek other royalty outlets so as to add further increment to their patent-connected incomes. Royalties may be raised, and a careful analysis of the situation is therefore indicated at this time for those who see NCI as a possible investment.

Bill Burgess entered the office, nondescript and baggy in a seersucker suit. There was a round of handshaking, in which once again Miss Goralski did not engage. Burgess' smile was friendly; he winked at Hastings and took a seat.

Quint said to him, “Will you do me a kind of unofficial favor, Bill?”

“I've learned not to give an answer to a blank-check question like that,” Burgess said apologetically. “But I'll do as much as I can. What is it?”

“Just listen to what Mr. Claiborne has to say, and be willing to forget you heard any of it if we decide not to take action. Can you do that?”

“It'll have to depend on what Mr. Claiborne has to say. If there's evidence of a federal crime I can't ignore it.”

Howard Claiborne said, “Let's not pussyfoot around, Mr. Quint. If a crime has been committed, then by all means let's put the culprit under arrest. If I can disregard the fact he's distantly related to me, there's no reason you can't.”

“The point is,” Quint answered, “it might be better to put him under surveillance than to reveal our hand by arresting him prematurely. But I suppose we can decide that afterward, can't we? If you'll proceed now?”

Howard Claiborne nodded, adjusted his seat, and began to speak.

It was noon before Howard Claiborne and his secretary left Quint's office. The door shut behind them, and Bill Burgess sat back with his legs crossed at right angles and his hands laced together behind his head. “Okay,” he said. “We've established those sheets were planted deliberately in Claiborne's files for the obvious purpose of influencing Claiborne's decisions. We've got Claiborne and his secretary willing to testify to Steve Wyatt's machinations in his portfolio and the blackmail pressure he put on one of Melbard's people to part with control of the company. The fingerprints might hold up—at any rate, we've got a pretty good case against Wyatt on half a dozen counts. Maybe it's the break we need; anyhow, it looks like paydirt, and I do mean dirt.”