Shades of Fortune (22 page)

He is shaking his head back and forth.

She leans back against the pillows. “Isn't it ironic?” she says.

“Isn't what ironic?”

“If
I'd
taken over the company after Henry died, I could have been where Mimi is now—in the driver's seat!”

“Yeah. Well, you didn't, and this whole thing isn't working out, Nonie.”

“
It will!
Just give me a few more days, Roger, to work on Mother. Let me work on this nursing home thing. She's terrified of going into a nursing home, and if I can make her think—”

He is still shaking his head. “This is no way to get a business started, with a lot of goddam threats, with a blackmail—”

“Who's
threat
ening? I'm just saying—”

“You told me that getting the backing from your mother would be a piece of cake, Nonie. It's turning out to be a goddam can of worms. I'm going to start looking for a new financial partner.”

“You can't!” she cries in a panic. “You can't do that! I'm your financial partner!”

“Yeah, well, where's the financing? Look, I need to get this thing off the ground. I can't sit around, day after day, twiddling my thumbs, waiting for you to—”

“Just a few more days. Give me through the weekend. Give me till Monday. I'll have it by then, I
promise
.”

He sits there, with his back to her, still shaking his head.

He can't, she thinks. He can't back out now; they've only just begun. She still knows too little about him. He is terribly difficult to reach. All she has for him is an unpublished telephone number, which he has cautioned her to give out to no one, and when she calls this number it is invariably answered by a disembodied male voice, not even his own, on a machine that says, “You have reached five-five-five-one-eight-eight-oh. If you wish to leave a message …” She has not been to his house, doesn't even know where he lives, though the telephone prefix indicates it is somewhere in lower Manhattan. Why this secrecy? He has hinted that it has something to do with an old girlfriend who has been bothering him. She does not know whether he is married or not, though he wears no wedding band. He has been very unforthcoming with details about his past, his childhood, his education, his family, though she has told him everything about hers. All she knows about him is that she met him three weeks ago at a cocktail party, that they happened to leave at the same time, that it was raining, that he suggested they share a cab and he would drop her off, that she asked him up for a nightcap, that he told her he was a foreign currency trader, temporarily between jobs, looking for backing for a new venture, and then one thing led to another, and here they are.

He stands up, stubbing out his cigarette in the ashtray. “Sorry,” he says, “but it's no go. I'm going to find another partner.”

“You can't!” she screams. And then, “You mean you're going out to look for another rich woman, who'll let you fuck her, who'll try to help you the way I've been trying. And then if she doesn't help you just like
that
, you'll walk out on her? Well, you can't do that to me, you gigolo bastard! I'm not going to let you do that to me, you gigolo bastard, because you and I have an agreement. We agreed to be partners in this, full partners, fifty-fifty. We have a contract!”

With his back to her, he bends forward slightly, spreads his cheeks with his fingertips, and farts. “So much for your contract,” he says. Then he walks into the bathroom, and a moment later, she hears the shower running.

“He was very—evasive,” Mimi says to Badger. “That's the only word I can think of to describe it. Evasive. He kept trying to change the subject. He kept trying to play dumb. ‘Is
that
how much of your stock I own? Golly!' He's very clever. I don't trust him, Badger. I genuinely think he's after us. In fact, I'm positive he is.”

He nudges his chair closer to her desk and rests his shirt-sleeved elbows on her desktop. “I've been thinking about this,” he says, “and I think I've come up with a plan that could stop him in his tracks.”

“What is it, Badger?”

“Privatization.”

“You mean—?”

“Exactly. We go private. We become a private company again.”

“But we have thousands of stockholders, Badger.”

“There are two ways of doing it,” he says. “The first would be for the family to offer to buy back the stock from individual stockholders—at an attractive price, of course, that would have to be somewhat higher than the market. I don't need to say that this would cost us a lot of money. But there's another way, besides a buyback, that would be much simpler … and cheaper.”

“Oh? What's that?”

“Telescope the stock. I'm talking about a reverse split. It's not unheard-of. Instead of buying back publicly owned shares, we'd convert them. Every one thousand shares of old stock, for instance, would be converted into one new share. Holders of less than a thousand shares would be paid in cash for their holdings—again, at an attractive price. Right now, individual members of the family own, collectively, about thirty percent of our stock. Various family trusts vote another ten percent. That leaves sixty percent, more or less, in public hands. But remember that a lot of our stock is owned by people who own just one or two hundred shares, or odd lots. With these small shareholders bought out, the family would be majority owners of the company, and nobody could touch us. Also, a reverse split would bring the number of stockholders to under three hundred people, and you know what that means.”

“The SEC …”

“Exactly. A company with less than three hundred stockholders is not subject to SEC regulations. The company would be deregistered. Do you realize how much money that would save us annually? Hundreds of thousands saved each year, by not having to report to the SEC, and not having to comply with the regulatory requirements of being a public company.”

“I see what you mean,” his mother says carefully.

“So several things would be accomplished all at once. The family would control the company, with no regulatory agency hanging over its shoulder telling us what to do. The company's management decisions would be simplified by not having to defer to a lot of different outside stockholder interests. With a larger share of the company in our hands, we could find ourselves a good deal richer. Also, if at some future time we decided to sell this company, we could name our price. And, finally, Mr. Michael Horowitz, with his lousy four-plus percent of the stock, would find himself out in the cold, wondering what hit him.”

“Byzantine,” she says. “Byzantine, the way your mind works, Badger.”

Badger sits back in his chair, looking pleased with himself. “Thanks, Mom,” he says.

“Of course a reverse split would have to be approved by a majority of stockholders. Which may not be easy.”

“But which may not be that hard, either. How many small stockholders even read that proxy material they get in the mail? Most of those proxies go straight in the wastebasket.”

“But a failure to vote is counted as a vote
against
the proposal.”

“I've thought of that, too. It's all a question of how the proxy is worded. If it's worded as a vote against privatization, those who don't vote could push our plan through. Meanwhile, the holders who have large blocks of shares have nothing to lose, either way. Whichever way the company goes, the dollar amounts of their investment stay the same. In fact, we may be able to persuade some of these large shareholders that they have a lot to gain from a negative vote.”

“And Mr. Michael Horowitz? I have a feeling he reads his proxies very carefully.”

He smiles. “That,” he says, “is when the fun will start. That's when things may begin to heat up a bit. That's when we'll see what his true colors are—if he starts trying to line up other stockholders against our plan. That's when we'll see if this is going to be a little scuffle, or an all-out war.”

“It's going to cost us money, isn't it.”

He spreads his hands. “Sure. Some. But worth it, maybe?”

“How much? How much exactly?”

“Look,” he says, “I haven't done a feasibility study on this, you know. I'm just suggesting this as an idea—an idea that would make it impossible for
anybody
to take us over. Horowitz, or anybody else. An idea whose time has maybe come. You see, this is what I think. I think that when you took this company public back in nineteen sixty-two, it was a brilliant move—at the time. You saved us from what looked like certain bankruptcy. But this isn't 'sixty-two, it's 'eighty-seven—the age of the takeover. Privatization could be a second brilliant move, in light of what's happening to companies like ours today. Look at Revlon, Germaine Monteil, and Charles of the Ritz—all bought by Ron Perelman in the last two years. Look at Giorgio, bought by Avon. As far as financing goes, we could get it. We'd have no trouble finding somebody on Wall Street who'd underwrite us. Who were the underwriters in 'sixty-two?”

“Goldman, Sachs.”

“Hit some of those boys again!”

“All right,” she says. “Let's go ahead. Let's do a feasibility study. Find out how many major stockholders are involved. Find out how many small shareholders we'd need to buy out. Find out how much it will cost. Sound out an underwriter. Find out—”

“Okay, but there are two things we've got to agree on before I even leave this room.”

“What's that?”

“First, this has got to be kept absolutely confidential—between you and me, period. If word hit the street that we're even
thinking
of such a move, our stock would go crazy. No one should even know that you and I have had this conversation. I mean, for the time being I wouldn't even tell Dad.”

“I agree.”

“And, second, every family shareholder, at some point down the line, must be in unanimous agreement with the plan, if we're going to pull it off at all.
Every
family shareholder.”

“Including the Leo cousins, you mean.”

“
Exactly
. Those mysterious Leo cousins none of us has ever met. We're going to need to get them on our team.”

She sighs. “The damned Leo cousins, who've been taught from the time they were in diapers that I run a kind of evil empire. That anything the Adolph Myerson branch of the family wants to do has got to be to their disadvantage. That if we're for it, they're against it. That's going to be a tough one, Badger.”

“The Leo cousins are going to have to be reintroduced to their Adolph cousins. Someone's going to have to raise a white flag. They're going to have to be persuaded, one at a time, that coming back into the family fold will not only be to their
distinct
advantage, but that it may also save their skins—vis à vis what our friend Horowitz seems to be up to.”

“And how, pray, do we accomplish that?”

“The Leo cousins all have names. They have addresses and telephone numbers. Quite a few of them live right here in Manhattan. Some of them we may have been passing on the street, every day.”

“But how do we approach them?”

Slowly, he points his finger at his mother. “Who's the salesperson
extraordinaire?
” he says. “Who's the famous charmer, the famous diplomat? Who's the Great Persuader in this company?”

She laughs, a little uncertainly.

“And what better way to persuade the mysterious cousins than by explaining to them that you're about to launch the most exciting new fragrance in the world?”

“Oh, Badger, do you really think it will be?”

“I said you've got to persuade them that it will be.”

“But what if it flops? Mark's very nervous about this ad campaign. It could backfire on us—the disfigured face. If that happens, we could be left with fifty million dollars' worth of—”

“Shit on our face. But we're not going to let that happen, are we?”

Mimi hesitates. “But what if—” she begins, “—what if Michael is telling the truth? What if he isn't after us at all? We'd be going to all this effort and expense for nothing.”

His look at her is incredulous. “What are you talking about?” he says.

“I mean he told me he has no interest in the beauty business. Doesn't understand it, has no interest in it.”

He continues to look at her wide-eyed. “And you
believed
that?”

“Well, there's a possibility he's sincere, isn't there?”

“Michael Horowitz,
sincere?
The guy's famous for dirty deals!”

“But what if he's just playing games with us, a kind of cat-and-mouse game, Badger?”

“But what the hell
for?
From what I know of this guy's reputation, he doesn't go into a deal for fun and games. When he buys something, it's because he
wants
it.”

“But he denied this. He said—”

“I can't believe I'm listening to this!” he says. “A minute ago, you were all fired up about this. All at once you're waffling!”

“I'm not waffling! I'm just saying—”

“A minute ago, I heard you say you didn't trust this character! I heard you say you were
positive
he was after us! Now you're saying he's maybe a good little Boy Scout, after all!”

“I did
not
say he was a Boy Scout! I said, can we give him the benefit of the doubt?”

“Playing devil's advocate? For that little kike bastard?”

“Don't ever use that term in front of me!” Suddenly she is very angry. This is something she is famous for never doing, losing her temper.

“Well, that's what he is, isn't he? His father was a caterer in Queens!”

“And
my
grandfather was a housepainter in the Bronx,” she says, just as furiously. “Is that better than a caterer in Queens?”