Aces and Knaves

Chapter 19 PROXIES

For the next six days I did my own thing. I ran and worked my baseball card business. Each day I checked the auction for the Wagner card on eBay and each day I was still the leading bidder. I tried not to think of what would happen if I actually got the card.

I visited my father in the hospital. When he came home on Saturday I visited him in the castle. We didn't talk about Dionysus. I actually told him something about my business and he was interested enough to give me a couple of suggestions. I couldn't remember when we had talked so much.

Jacie and I were nice to each other-the way people are when they've been through an ordeal together. Luz fussed around my father, cooking food for him that he wasn't ready to eat yet, and ended up giving it to me.

I spent a day and two wonderful nights with Esther. I took her and her son, Emilio, to a Dodger game and even got him a baseball autographed by Steve Garvey, who was there for an old-timers' day.

On Tuesday morning I got a call from Arrow. Her first words were, "Karl, we've got a problem."

I almost asked her whether she had spilled food on her kitchen floor again and needed help with the cleanup, but her tone of voice warned me to be serious. I said, "What's the matter?"

"James is going to mount a proxy fight to take over Dionysus and Elma is going to vote her shares with him."

I hadn't spent much time thinking about Dionysus for the last few days and this news came as a complete shock. I stuttered incoherently for a few seconds before my brain got into gear and I said, "What made Elma change her mind?"

"I don't know that she actually changed her mind. Remember, she never told us before how she would vote. Apparently, James spent most of yesterday with her. I went to her house this morning to work on her finances. James convinced her that Richard is in no shape to run Dionysus, and without Ned new management is needed."

"Actually, Richard is well enough so that he can probably deal with this personally in a few days."

"I've already talked to him."

I had a strong desire to scream at Arrow, but before I could get beyond "What!" she said, "He called me after he got home from the hospital and made me promise, on pain of instant dismissal, that I would let him know if I heard anything at all about what James was up to."

Damn! This was a good way to give my father a setback. But it was too late now. "What are your plans?" I asked.

"Richard wants me to come to the house at noon for a strategy session with him. I want you to be there too."

"I can't. I have an appointment this afternoon." My regular volunteer session at Emerge.

"This is important. Can't you change it? Please? I wouldn’t ask if it weren’t important."

"Does my father want me there?"

"Karl, I want you there. You've been in this thing up to your eyeballs and you know more than anyone else about what James has done lately. And you owe it to your father. Doesn’t that mean anything to you?”

I was silent.

Arrow continued, “Richard said his cook would make us lunch."

Now I could agree without acknowledging that I owed something to my father. "At least we won't starve. When Luz makes lunch she goes all out."

I didn't want canceling my sessions at Emerge to become a habit. This was the last time I would do it for my father or Arrow or anyone else.

I slipped into the castle through one of the sliding doors near the pool and delicious aromas emanating from the kitchen immediately drew me there. Luz was up to her armpits in pots.

I said, "The only reason I agreed to come to this meeting was because I heard you were cooking a feast."

" Gracias," Luz said, giving me a hug even though she had a large spoon in her hand. "Mrs. Patterson told me you might come so I made more."

"Wild toros couldn't keep me away. And with you cooking for him, Mr. Patterson will soon be well."

" Es verdad. He looks better already."

"Dionysus stock is up this morning. It is because people know you are taking care of Mr. Patterson."

" Mucho dinero," Luz nodded. "The company will be all right."

It was more likely that the stock was up because something had leaked out about James' plans, but I didn't mention that. I continued on through the house and up the stairs to the master bedroom, an appropriate place to hold a business meeting.

Two card tables were set up by the window, covered with a tablecloth. My father sat in a wheelchair in front of one of them. He wore a blue bathrobe with his initials on it that Jacie had bought him, with pajamas underneath. He was still a little pale but he looked alert and ready for action.

Jacie was there, of course. Since his stroke she had stuck to him like superglue. And Arrow was there already. As I said my hellos I glanced at Jacie's face to see how she was reacting to the news that Arrow was her husband's executive assistant. Nothing showed in her expression so she may have found out before. Arrow was dressed in a conservative pantsuit, thank God.

We sat down at the card tables and Luz immediately appeared, carrying a tray with a mouth-watering gazpacho to start off the meal. I took a spoonful, savoring the taste and thinking that it would be better to postpone business until after lunch, but that was not my father's way.

As soon as Luz disappeared back down the stairs, he said, "The purpose of this meeting is to determine a course of action, based on Arrow's information that James Buchanan is shifting his plan to take over Dionysus into high gear. I purposely didn't ask our attorney to this meeting because I want to discuss the matter in a non-legalistic atmosphere before doing anything."

Mindful of my father's health, I said, "Can't this be put off for a few weeks? It will take James at least that long to mail out proxies and do the other stuff he has to do."

"By then it may be too late…"

"I think Karl is right," Jacie said. "Your health is the top priority right now. And what's the worst that can happen? If this guy gets control of Dionysus, you always have your golden parachute. You can retire gracefully."

With lots of cash, and stock options intact. Jacie had a point, even beyond the fact that her financial security would be assured.

It was obvious from the expression on my father's face that he wasn't buying it. He said, "The Company is at a critical place right now. We are about to bring out some new products that are revolutionary in concept and design. I don't trust anybody else to do it properly. This is what I've worked for all these years."

Luz returned, carrying strips of skinned chicken and steamed rice. She was learning how to prepare low-fat meals. She picked up the dirty bowls and exited again.

I had a basic question. I asked Arrow, "Do we know how many shares James needs in addition to Elma's in order to get control?"

"Not exactly," Arrow said, "because we don't have the latest figures on the shares he owns outright." She looked at me with an expression that may have said, "because you turned down his offer." Or perhaps I interpreted it like that because I sometimes wondered what would have happened if I had played that blackjack game.

Nobody else noticed and she continued, "Our best guess is that if he can get proxies for another 15 percent of the shares outstanding in addition to what he and Elma have between them he can swing it."

We discussed the possibility of this happening. My feeling was that if he could get Elma's proxy he could get others as well. And of course he could buy more on the open market, but now that the price had started to rise that was becoming more costly. Or maybe the price was rising because he was buying.

The discussion meandered aimlessly for a while. Finally, my father, who didn't like to waste time, said to Arrow, "What can we do to get Elma's proxy?"

"Prove to Elma that James is the blackguard she suspects he is." She gave a short version of the story Elma had told us about James and Ned and The Game that had cost one of their friends his life.

Prove it how? There was only one possible way I could think of. Was I willing to do it for my father? I realized I was. I said, "I will go to Scotland and try to find one of the boys in their gang. Elma mentioned some names and I wrote them down because I figured if I saw James I'd ask him about them. But of course he won't incriminate himself. Elma said most people in northern Scotland live their whole lives in one place so they're probably still there. Dad, if you'll let me use some of your frequent-flyer miles I can do it on the cheap."

"Does Elma still have relatives there?" my father asked. "Maybe she can call them and ask…"

"Her parents are dead," Arrow said. "She has no brothers or sisters. And her parents moved to Wick from someplace else so she has no other relatives there."

"Arrow should go with Karl," Jacie said.

We looked at her in surprise.

"It makes sense. This affects the future of Dionysus and she's an employee, whereas Karl isn't. And she's met this bastard, James."

Jacie was beginning to sound like my father. Was I doomed to have Arrow tagging along everywhere I went? Was Jacie trying to keep Arrow from having daily meetings with my father in the master bedroom? Did Jacie swim in the nude?

"Jacie is right," my father said, touching her arm in a loving gesture. "Arrow, pack your bags."