This Stream of Dreams (Mirella, Rashid and Adam Book 2) (10 page)

“If you wanted to emulate men like Slater and Hanson and a whole slew of operators who believe in management by numbers, you should have squared it with me, not stolen from me. We could have parted as gentlemen, not barbarians. Unless we resolve the situation you have placed the Corey Trust into, to my satisfaction, right now, here, at this table, I will fight you, Mr. Osborne, American Agristar, and this takeover with such vigor that the air will be thick with writs and lawyers for as long as you live.

“I’ve got just one more thing to say to you both. You have chosen to try and merge my company with American Agristar —”

Ed cut in. “Which means that the Corey Trust will double in size overnight. Those are high stakes you are up against. And the way we have you nobbled, unless you play our way your chances of winning are minimal and your chances of losing everything are as great as the megabuck deal we’re offering. Cool down, Mr. Corey, lie back and enjoy the rape is my best advice to you. You might even get to like it.”

Adam gave the man a look of complete disdain, but kept his clenched fists on the table and continued what he was saying.

“— Agristar, whose name is synonymous with about as many negative and questionable practices as constructive and good ones — the most negative of which is its connection with the CIA. You are attempting to drag my company into a situation I will never allow. Politics is not my game; my company is not political. We will never be involved in the politics of any nation, least of all my own country’s. I’ve yet to find out what kind of politics you have wedged us into, but you can be sure that before you men leave this room, we’ll be out of it, along with your raid on my company. Now, shall we begin?”

“This is ridiculous. I’m in no shape to deal with this now, thanks to you, Adam. I need a doctor.”

“Edelson, would you be kind enough to give Mr. Werfel two painkillers and a glass of water. Turhan, look him over. See if he needs a doctor.”

The verdict was that he did not need a doctor until the swelling went down, by which time he might be ready for a plastic surgeon. With that announcement Adam declared, “Now, let’s not have any more delays. The sooner I get what I want the sooner we will all be able to get out of this room.”

Ed Osborne rose from his seat and began to protest, muttering about hell freezing over. Without even looking at him, Adam reached out from his chair and pushed the man back into it. Ralph Werfel disposed of the ice pack that he had been holding to his bruised face and painfully sat forward. He asked for his briefcase, and removed a contract and tossed it on the table in front of Adam. He seemed to be bouncing back, and with miraculous energy. The shine of hate was in his eye and on his voice when he spoke.

“Just sign on the dotted line, Adam. You’ve had your fistfight. Now it’s my turn. I will simplify matters for you to save time, and tell you
why
you have to sign,” he said with relish.

Adam called for Turhan to bring a box of cigars, and while he sat back and prepared the vintage Havana and lit it, he listened.

“The Corey Trust is crippled with debts. It is threatened by ‘excessive risk-taking,’ a result of the subsidiary companies financing takeovers with borrowed money. They are vulnerable
now to an economic downturn. Come the slightest recession, these corporations could never meet their interest payments on those debts. Result? Loan defaults. At the moment, sixty-eight percent of the Corey Trust’s corporations are unable to make needed investments in their basic businesses. It’s quite simple: their equity has been stripped away and replaced with high-cost debt.”

“There are all kinds of corporate debt. You are loaded with the worst kind,” said Ed Osborne, taking over from Ralph. “Junk bonds, high-yielding IOU’s with low credit ratings that we frequently use to finance acquisitions. Your companies are so strapped for cash they can’t pay interest to their bond holders. A matter of days, maybe a week in some cases, before they default. If you sell off, merge with us, and sign this contract, in a matter of hours the junk bonds will be paid off, and those corporations in trouble will be solvent, the Corey Trust will have more than doubled in value, and will flourish under American Agristar’s umbrella.”

Adam puffed on his cigar, then scraped back his chair and walked across the polished marble floor to the window. He stood there for a few minutes contemplating his situation. Far more disturbed than he could have ever imagined himself to be in this or any other business situation, he returned to his chair. The lack of ethics in the merger and takeover of industry got under his skin. More especially, the shoddy and nasty tactics used primarily by Ralph on the Corey Trust. He laid his cigar down in the large square rock-crystal ashtray and pushed the contract away from him.

“I am not going to sign this document. I do not submit to blackmail.”

“Who said anything about blackmail?” shot back Ed Osborne. “Christ, why are you taking this so personally? This is big business 1980’s style. If you don’t like it, you don’t want to play, then here’s your chance to get out.”

Ralph assessed the situation, surprised that Adam was going to fight on a loser’s ticket. It was about as odd as Adam wading into him with his fists.

“You do understand, Adam, that it’s too late for you to swallow the ‘poison pill,’ Ralph said. ‘The time’s gone by when you could defend by the typical takeover defense of loading up the Corey Trust with new debt to save it from a takeover by American Agristar. We all know what the result
of that would be: its credit rating would fall and the price of its existing bonds would decline. Okay, so the bondholders would take a bath: it happens nearly every takeover anyway. The deal is financed with huge borrowings that take a toll on the old bonds of the Corey Trust and American Agristar. It won’t save you.”

“Neither one of you men seem to understand I don’t need saving. Edelson, please ask Carmel Colsen to come in.”

The moment Ralph Werfel heard the name, he knew something was going very wrong. Ed began to speak and Ralph stopped him.

“Ed, I think we’ve stated our position and we’ve said enough. It’s best to wait for Miss Colsen and see what she has to say, Miss Colsen is —”

“You don’t have to tell me who Miss Colsen is, Ralph, I’ve been in battle before with the lady. Not a happy experience. As a corporate lawyer, they don’t come tougher or smarter, as a worthy opponent, more difficult and ruthless. You surprise me, Mr. Corey. With due respect to the lady, you’ve chosen badly. You need a good negotiator. Carmel Colsen is an aggressor. She’s best going for the jugular, not so good in the defensive position.”

Adam looked at the man next to him. He had nothing further to say to him. As far as Adam was concerned he had said the last word on the matter. The rest was up to Carmel Colsen. The men remained silent.

The room suddenly seemed hushed, except for the rapid click of Carmel Colsen’s heels on the hard surface of the floor, and the muffled whisper of Edelson reporting the events that had taken place between the three men, as she padded along in her sensible flat rubber-soled shoes next to the attractive, sleek lawyer, dressed all in black. Her hair was shining and pulled back in a large elegant twist at the nape of her neck, earrings of large priceless pearls set in a black enamel circle, a silk dress with a low V-neckline and cinched in tightly at the waist by a ten-inch wide belt of soft leather that shone like satin, stockings like smoke and shoes of patent leather.

Adam Corey eyed Carmel Colsen. It was always a delight to watch one whose looks and movements reminded him of a sleek black panther. Her rapier mind fascinated him, and her body like that of an amazon — huge breasts, tiny waist, and wide pelvis, strong feline face — always excited him. He
leaned back in the needlepoint wing chair, his arms crossed over his chest, his cigar between his fingers, and waited for her to cross the long room to him.

There was an awkward silence as Carmel Colsen placed her large, soft Loewe leather envelope case on the conference table and began to remove several documents, stacking them neatly in front of her. She also took out a long slim Japanese lacquer box, opened it and retrieved fountain pens, three of them, which she laid out neatly one next to the other in front of her. Her movements were mesmerizing, and her actions somewhat like a ritualistic Oriental preparation for battle. She had all three men’s complete attention and she hadn’t yet said a word. Then she turned to Ralph.

“Mr. Werfel, was it a sporting accident?”

Ralph was decidedly uncomfortable. He was still in a good deal of pain. He removed the handkerchief from under his nose and tucked it into the inside pocket of his jacket. “No,” he answered. “Very unsporting, I’d say. It was a cut-and-dried case of unprovoked assault and battery. With witnesses.”

Carmel chose to ignore that, and the insinuation that he had damages on his mind, and asked, “Are you in much pain?”

Ralph lied. “No, I’ve taken some painkillers.”

Carmel shuffled through half a dozen papers, found the one she was looking for, and walked the few feet that separated them. She placed the paper neatly in front of him and looked past Ralph directly into Adam’s eyes. The look was calculated to tell Adam that she was in control and he should sit back and remain silent. Then, still standing above Ralph, she said, “Good that you took those pills. This will not be so painful for you.”

She returned to her seat, and while Ralph was reading the paper placed before him, she handed two copies to Edelson and said, “Copies for Mr. Corey and Mr. Osborne, please.”

Ed Osborne spoke up. “Look, Colsen, before a lot of paper starts getting passed around, I’d like to know who you represent here. I was under the impression that the trust’s legal department was in charge of this merger. My offices have not been informed otherwise.”

Before she answered Ed, Carmel picked up one of the red enamel Dupont fountain pens, unscrewed the top, placed it on the end of the pen, and again stood up and went to Ralph’s
side. She placed the tip of her long, polished red fingernail on a dotted line and said, “Just sign here, Mr. Werfel,” and placed the pen down on the table next to the paper. Looking not at Ralph but at Ed Osborne, she added, “There is no merger, Osborne. There will be no takeover of the Corey Trust by American Agristar. Not today, not tomorrow, not ever.”

She returned to her chair. “I have the shareholders of the Corey Trust and the trust’s legal advisers waiting in another conference room. I’ve afforded you the courtesy of not calling them in, at Mr. Corey’s request. He would like to keep what transpires here private, for the sake of all parties concerned. It is not his intention to ruin you, merely to save his company and undo the damage you have caused by your greed for power. And he intends to do it with or without your help. Preferably with. The degree of cooperation you give him is the deciding factor in the steps he will allow me to take in order to bring you before the civil and federal courts, the Securities and Exchange Commission, and a Congressional committee where you will have to try to explain to them and the world’s press what you have done.”

“Oh, you’re good, Colsen, very good, but you haven’t got a chance in hell of pulling that off.” Ed Osborne sat back laughing at the attorney, casually picking up the paper Edelson had put in front of him and starting to read it. His laughter trickled away and finally ceased entirely by the time he was just halfway down the page. He stopped reading and shot an angry look across the table at the beautiful, threatening woman.

“A short and simple document, well to the point, don’t you think?” Carmel Colsen asked. “I have a similar sort of statement for you to sign, too, Osborne. Edelson, this original to Mr. Osborne, and the copies to Mr. Corey and Mr. Werfel.” She passed the papers to the secretary, who was looking a great deal happier.

“Colsen, you’re crazy. Out of your mind. You have no basis for issuing such a statement as this for me to sign, no proof of what this statement insinuates. It’s all a big bluff. You won’t save the Corey Trust this way. Why, you couldn’t — even if your allegations were true, which they are not,” said a furious and worried Ralph.

“Okay, that’s it, Werfel,” said an equally fiery Carmel, slamming the open flat of her hand on the conference table. A
loud cracking sound pierced the air, and all the pens and paper jumped.

“That statement I want you to sign says, in essence, that as the vice president of the Corey Trust you have overstepped your authority, and to such an extent that the managing director and shareholders ask for your immediate resignation, along with the return of all stock options. You must forfeit any and all contracts between you and other parties that directly or indirectly have anything to do with the Corey Trust, assigning them back to the trust. Lastly, you must sell any and all personal stock in the Corey Trust back to the trust at today’s market price, and before you leave this conference room.

“Out of regard for your twenty-two years of devoted service to the trust, they are prepared to give you a golden handshake of one million dollars, on the condition that you declare you have abused a basic tenet of U.S. corporate law by not treating all shareholders of the Corey Trust equally and have withheld all the information that has affected the company’s stock performance.

“If you have any sense whatsoever, you will sign that document as fast as you can, take the cashier’s check for the million dollars, and leave the country at once. The alternative is not pretty: prison.

“It is patently clear that the major abuses by you as vice president of the Corey Trust have come about because you chose to become nothing less than a professional trader acting upon information unavailable to the public about a pending takeover deal. Once you took that step you created a conflict of interest for yourself. Acting as the trader rather than the protector of the trust, you then, with inside information, and in collaboration with Mr. Osborne, a well-known raider, fixer of deals, armed with junk bonds, used your position with the trust to deliberately drive the Corey Trust to merge.”

“You know that’s libelous. Prove it, just try to prove it,” Ralph shouted as he jumped to his feet.