The stallion 1996, p.28

  The Stallion (1996), p.28

The Stallion (1996)
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  There was no reasoning with her, not when she was in this condition. He had seen her drunk before but never as drunk as this.

  Nothing she said could make any difference. This afternoon he had signed the papers, selling his 250,000 shares of XB Motors to Froelich & Green. Their check for $37,500,000 was in his bank—in escrow only until March 1. Their notes and warrants were held by the bank, also in escrow.

  What was more, the trustees of the Hardeman Foundation had been polled by telephone, and he had secured authority to sell the foundation’s stock, too. He had deposited $52,500,000 to an escrow account for the foundation.

  The deal was done. The terms of the escrows had already been met. He had sold 60 percent of XB Motors to Froelich & Green: a clear controlling interest. That was why Roberta was so upset. She had become accustomed to dominating him. Well, it was one thing to tie him to the bed and beat his ass with a belt; it was quite another to browbeat him about his business.

  “It’s done, Roberta,” he said. “You say I have good business judgment. You’ve said it repeatedly. Well, I’ve exercised my judgment.”

  “You did it because you hate Angelo Perino more than you love the business your grandfather built!”

  Loren smiled. “That son of a bitch and his electric car are kaput. Now, if I could just kaput him…”

  4

  Betsy took a cab from Kennedy Airport to the Perino house in Greenwich. She accepted a martini and sat down in the living room, almost tearful.

  “It’s done! He sold out. He had enough flunkies on the board of trustees of the Hardeman Foundation to—”

  “It’s not done,” said Angelo. “Here’s yesterday’s Wall Street Journal. Front page. Read it.”

  The story read—

  XB Motors Acquisition Challenged in Suit

  by Michigan Attorney General

  Special to The Wall Street Journal

  By Jane Loughlin

  The sale of XB Motors stock by the Hardeman Foundation was challenged in a suit filed yesterday by Michigan attorney general Frank Fairfield. A temporary injunction, granted immediately by Judge Homer Wilkinson of Detroit Circuit Court, blocks for the moment the attempt by Froelich & Green, Incorporated, to take over the nation’s fourth-largest automobile manufacturer.

  The Hardeman Foundation, established by the first Loren Hardeman, the founder of Bethlehem Motors, the corporate predecessor of XB Motors, holds 35 percent of the stock in XB. That stock is the foundation’s sole asset. The closely held stock is almost never traded, and its value has been estimated from as high as $800 to as low as $550 a share. Froelich & Green offered $625, of which only $150 is to be in cash, the rest being in notes and warrants.

  The attorney general’s complaint describes the notes and warrants offered by Froelich & Green as “of highly questionable value.” In any event, the complaint goes on, charitable trusts in Michigan are limited by statute law to investment in specific kinds of securities. The notes and warrants, he alleges, do not meet the requirements of the Michigan statutes.

  “The Hardeman Foundation is the chief support of maternity clinics, vocational schools and worker retraining programs in several Michigan cities,” said Attorney General Fairfield. “We cannot stand by and allow its assets to be dissipated.”

  Loren Hardeman III, the grandson of the founder, commented that from time to time over the years the big automotive company has failed to pay dividends or has paid only minimal dividends. “This sale gives the foundation more than fifty-two million dollars in cash,” he said. “It can invest that money in the very soundest of blue-chip securities and government bonds and actually have a better basis for its charitable gifts than it has now.”

  Attorney Paul Burger, formerly a judge of the Michigan Supreme Court, representing several minority stockholders, including XB’s executive vice president, Angelo Perino, and Loren Hardeman Ill’s daughter, Elizabeth, Viscountess Neville, disagreed and said the sale “put the Hardeman Foundation in grave jeopardy.”

  “But are we going to win this suit?” asked Betsy. “Surely Froelich & Green must have looked into the law before they raised the money and made the offer.”

  “I’d guess they thought it would be all over before anyone could stop them,” said Angelo. “I’d guess that Loren didn’t believe you and I would go so far as to invoke the power of the Michigan attorney general.”

  Betsy smiled slyly. “How’d you work that one, Angelo?” she asked. “Family friends?”

  “No. The attorney general was a law clerk for two years to Paul Burger when he was a judge. Something else your father and his friends didn’t know.”

  Betsy tapped the newspaper with one finger. “But is this suit based on sound law?”

  “If Paul Burger thinks it is, it must be,” Angelo said firmly.

  5

  Loren sat behind his desk in the XB office building. He had been drinking and had a glass of Scotch on his desk. With him was Herbert Froelich, James Randolph, director of the Hardeman Foundation, and Ned Hogan, corporate counsel. Each of them had politely declined his offer of a drink.

  “Whatever the outcome, this lawsuit will be pending for years,” said Loren. “In the meantime, Mr. Froelich will vote my twenty-five percent of the stock, and Jim Randolph will vote the foundation’s thirty-five percent. With that sixty percent and three of the five directors, we can rid this company once and for all of an executive vice president who had the balls to precipitate a lawsuit against us—that and his cockamamie electric car project.”

  “I’m afraid not,” said Randolph. “Here is an order that was served on me at the gate just now.” He handed the papers to Hogan. “The Superior Court has appointed a conservator to manage the assets of the foundation until the issues raised in the suit have been resolved. The conservator is Benjamin Marple, assistant vice president of Detroit City Bank. Until the suit is resolved, he’ll vote the foundation’s stock.”

  Struggling to focus his eyes, Loren turned to the lawyer. “Is that goddamned paper valid?” he demanded.

  “It’s a court order,” said Hogan. “Marple is to conserve the assets of the foundation, et cetera, et cetera, and file monthly reports with the court. He cannot sell assets without specific written approval of the court. He will vote the foundation’s shares in XB Motors.”

  Loren flushed deeply. “Are you telling me we’ve lost control of XB Motors?” he shouted.

  Hogan nodded. “Until further order of the court.”

  Loren stared at Froelich. “What do you want to do?” he asked apprehensively.

  Froelich shook his head. “I’m afraid I have no choice but to invoke the provision in our contract that voids the whole deal if corporate control cannot be passed.”

  “Well, that remains an open question until the lawsuit is settled,” said Loren.

  “No. Our offer is open until March first, nineteen ninety. If by that time a controlling interest has not been sold to Froelich & Green, Incorporated, the offer expires. Although I delivered to you a check for thirty-seven million, five hundred thousand dollars, you deposited it as we required: in an escrow account. If by March first—”

  “Screwed!” yelled Loren.

  6

  Which was what he yelled at Roberta as soon as he walked through the front door of their house. “Screwed!”

  She shook her head. Roberta was sober, though she had a Scotch in one hand, a Chesterfield in the other. She wore tight white stirrup pants and a bulky white sweater. “Not screwed. Calm down.”

  “As of today I am thirty-seven million, five hundred thousand dollars poorer than I was yesterday, and you tell me I’m not screwed? Angelo Perino again,” he growled. “Perino screwed me!”

  “You’re not screwed,” she said. “You got your stock back. It’s worth four times the thirty-seven goddamned mill. Instead of a quarter of what the stock’s worth and a lot of shabby paper issued by a pack of hustlers, you own twenty-five percent of XB Motors. Personally, I’m grateful to Angelo Perino, and you should be, too.”

  Loren shrugged out of his black cashmere overcoat and let it fall to the floor of the foyer. “The man screwed my daughter, and he screws me every chance he gets. I need a fuckin’ drink,” he said as he strode from the foyer through the living room and into the big family room.

  “What you need is to fuckin’ relax,” she said. “Get your clothes off, lover. You’re going to make me feel good, and then I’m going to make you feel good.”

  For a moment he stood in the center of the floor, staring hard at her. “I really need a drink,” he said quietly as he began to strip. “It’s not over between me and Perino. I’m gonna have his ass. Sooner or later I’ll have his ass. One way or another.”

  “Use your brains, Loren,” Roberta said sternly as she poured Scotch for him. “Just one time, think with your brains instead of your ass. Help Angelo build a revolutionary new car that could make your stock worth a thousand dollars a share, worth two thousand dollars a share! You could be so rich no Ford could come close to you. Fight him and you could kill the goose that lays golden eggs.”

  Loren was naked when he took his drink from her hands. “Promise me something,” he said quietly.

  “What?”

  “That he hasn’t screwed you, too.”

  “Loren … Jesus! Angelo Perino? No, baby. What would I want with Angelo Perino when I have you?”

  “I’d rather die than lose you, Roberta,” he whispered as he dropped to his knees before her. “I’d rather lose the company. Perino can have it. I want you. I need you.”

  She reached down and caressed his face, then let him kiss her hands. “You listen to Mama,” she told him. “And what I want you to do right now is relax. Relax, lover. You want me to warm your bottom a little?”

  Tears streaked Loren’s cheeks as he looked up and nodded.

  XXIX

  1990

  1

  “The whole family is flawed,” said Alicia to Angelo. “Every damned one of them, including my daughter. Betsy’s a loose cannon. I warn you.”

  “What Betsy wants, Betsy gets.”

  “Except the one thing she wanted more than anything else—to be married to you. She is capable of hating you, Angelo. There’s a fine line, you know, between love and hate.”

  He had made a point for more than ten years now of calling on Alicia from time to time and filling her in on what XB Motors was doing. She owned 5 percent of it, after all, and in most corporations that made a person an important stockholder.

  Once or twice a year, they found time to slip up to her bedroom and lie together on her bed, sometimes only kissing and caressing but usually undressing and doing it all. She was not casual about it, but she did not live for the occasions when she could make love with Angelo Perino.

  Just a little while ago he had rolled off her and she had lit a cigarette and started talking about the Hardemans.

  Of Loren’s three wives, Angelo thought, Alicia was the most satisfying in bed. Lady Ayres had been an athlete, sometimes violent. Roberta was mercurial and demanding. Alicia was just a good, quiet, intimate companion. She did not stint. She gave herself freely and completely and obviously found enjoyment in it. What was more, he could tell that she cared whether or not he enjoyed it. Loren had made another of his many mistakes when he gave up Betsy’s mother.

  “I think it would have been better if Elizabeth—I mean Number One’s wife—had lived longer. I never knew her, of course. She died before Loren was born. People who knew her said she was a stabilizing influence.”

  “That’s what my father said.”

  “The family has gone to hell, Angelo. That may have started when Number One’s Elizabeth died.”

  Angelo nodded. “It may have,” he said.

  Alicia put her cigarette aside in an ashtray on her night table. She caressed his cheek—not his crotch; she never touched that after they had made love. “My grandson,” she said. “Van. He’s in love with Anna.”

  “So I’m told. They’re very young.”

  “They’re the key to everything, Angelo. What if they married and had children? That would lock everything together. Betsy’s child. Your child. You must save the company for them. That’s the point.”

  “We’re being a little premature, Alicia. They’re still just kids.”

  “Van is Loren’s grandson, too. When he finds out his grandson is in love with Angelo Perino’s daughter and may marry her someday…”

  Angelo nodded and smiled wryly. “I take your point.”

  2

  The 1990 stockholders meeting of XB Motors convened on Monday, February 13, 1990. Since that was two weeks and one day before the Froelich & Green offer would expire and the Michigan attorney general’s lawsuit would become moot, the conservatorship remained in effect. Benjamin Marple, not James Randolph, would vote the stock of the Hardeman Foundation. Loren had wanted to postpone the meeting, but the bylaws of the corporation would not allow it.

  Betsy was present with the same proxies she’d had last year. Angelo was in attendance, and, of course, so were Loren and Roberta.

  The first order of business was the election of directors.

  Betsy spoke. “The present directors are my father, Loren Hardeman the Third, his wife, Roberta Ford Ross Hardeman, James Randolph, Angelo Perino, and myself. Mr. Perino and I are directors because the minority stockholders exercised their right to vote cumulatively—which we will do again this year. I move that my father, his wife, Mr. Perino, and I be reelected. I move further that Mr. Randolph be replaced by Mr. Marple.”

  Marple, who was a compact man with prematurely white hair, shook his head. “My lady,” he said, addressing Betsy formally, according to her title, “I am flattered, but I am afraid I cannot serve as a director of XB Motors. Since my conservatorship will expire in two weeks, I will no longer be involved in the affairs of the company, and I can’t give the directorship the time it would require.”

  “What I want, Mr. Marple,” said Betsy, “is a director who is not my father’s flunky. The very fact that Mr. Randolph went along with the deal offered by Froelich & Green calls his integrity as well as his competency into question.”

  “You go too far!” Loren barked.

  “The director representing the foundation,” Betsy continued, “should be someone of good judgment. I do not ask that my father’s lackey be replaced by someone beholden to me. We need a neutral director.”

  Paul Burger had suggested to her and Angelo that they take this approach. Marple would not vote the foundation’s stock so as to give control of XB Motors to its minority stockholders, he said; but he probably would agree to the election of a neutral director.

  “Do you have anyone in mind?” asked Marple. “That is, besides me.”

  “I thought you were the perfect man, Mr. Marple,” said Betsy, bestowing on him an engaging smile. “I hadn’t really given much thought to an alternative. Angelo…?”

  “I have one idea,” said Angelo. “One of the most successful of our dealerships is the one in Louisville, Kentucky—owned by Thomas Mason. Tom was a Sundancer dealer. Number One knew him and respected him. We could do worse than have someone from the sales side of the business on the board of directors. Thomas Mason has been with us for decades and knows the business from the sales angle. We are amply represented in design, manufacturing, finance, and so on. We could use a salesman, a dealer.”

  “I guess I’ve met him,” said Loren tentatively.

  “I remember him,” said Betsy. “I talked with him when I was here during the dealers meeting in—what year was it? Anyway, I nominate Mr. Mason.”

  “Now, wait a minute!” Loren yelled. “This comes in out of left field, out of a clear blue sky. What do we know about this guy? How do we know he’ll serve if we do elect him?”

  “I imagine he’ll be flattered,” said Betsy.

  She knew he’d be flattered. She and Angelo had spoken to him on the telephone yesterday. He had FedExed his curriculum vitae to them, which they had reviewed this morning. Tom Mason was a graduate of the University of Kentucky, with a master’s degree in marketing. He had served four terms in the Kentucky legislature. He was a member of the board of directors of several local companies in Louisville. He had qualifications that would impress Benjamin Marple.

  “Well, I think we had better adjourn the meeting for two or three weeks until we have had a chance to check him out and interview him.”

  Betsy grinned and shook her head. “Nice try,” she said. “Unsubtle but nice. I move we adjourn until two o’clock this afternoon. During that time we can telephone Mr. Mason and ask him if he’s interested. If he is, he can fly up here tomorrow, we can interview him, look over his qualifications, and meet on Thursday or Friday to decide.”

  Loren glowered.

  “I see no reason not to talk to the man,” said Marple. He voted for Betsy’s motion.

  Tom Mason flew to Detroit, bringing with him the résumé Angelo and Betsy had already seen. The conservator was impressed. On Thursday he voted to elect Mason to the board of directors.

  On Friday the five directors met. They elected Loren chairman of the board and Angelo president and chief executive officer of XB Motors.

  3

  Angelo had leased a luxury apartment in Detroit. He spent so much time there that he decided it was a waste of money to live in hotels. He had warned Betsy not to come to that apartment. He had arranged to discourage one set of private eyes, but he doubted Loren had given up on the idea of getting photographs of him and Betsy together.

  In the apartment, Angelo waited until eight before he went out to dinner, thinking she would call and they would meet somewhere. When she didn’t, he went to the Red Fox Inn—recalling that it was the restaurant from which Jimmy Hoffa had disappeared—and had a steak and a bottle of Châteauneuf du Pape.

 
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