THE POLARIS BANK TOWER WAS A RABBIT WARREN OF meeting, training, and conference rooms, but only one of them was The Room.
The Room was on the fortieth floor, guarded by two thick oak doors.
No Formica here, no commercial carpeting or stainless steel. The conference table was twenty feet long and made of page-cut walnut; the chairs were walnut and bronze and plush crimson cushions; the lighting was subtle and recessed. The floor was oak parquet, accented with Quashqai rugs.
An alcove at one side of the room contained a refrigerator stocked with soft drinks and sparkling water. A small bar was tucked discreetly away under a countertop, and a coffeemaker kept fresh three flavors of hot coffee, as well as hot water for anyone who wanted to brew tea. A Limoges-style sugar bowl and creamer waited next to an array of delicate cups and small serving plates. On the countertop itself was a tray of sandwiches cut into equilateral triangles, cookies, and a freshly opened box of Godiva chocolates.
Constance Rondeau probed the box of chocolates, her sharp nose moving up and down like a bird going after aworm. ODell watched her work over the box, and realized that she recognized individual types among the Godiva variety, and was picking out the good ones.
ODell pulled herself back: she was drifting. Oakes was talking.
… do agree that somebody had to take the reins. Weve got too much going on, and its too dangerous out there right now. And somebodys got to work with Midland… If Rondeau looked like a bird, Shelley Oakes looked like a porkpieall puffy and round-faced.
But my point is, said Loren Bunde, we cant take forever finding someone. We dont have the time, with this merger going on. We probably ought to go over to Midland and get one of their mechanics, and just pull the thing together.
Where would his loyalty be? asked Bone. Itd have to be with Midland, because thatll be the successor bank. Hed find a way to screw us: hell, thatd be his job. I definitely think we should go with the merger: but on our terms. They need us. We dont really need them. Weve got the fifty-dollar price in play, but if everything shakes out right, well get seventy-five.
Nobody ever mentioned seventy-five, said Rondeau, looking up from the Godiva chocolates with a light in her eye.
I think that would be a minimum. I dont know what was going on between Midland and Dan Kresge, but something was going on, Bone said. Fifty dollars is ridiculous. One-for-one is ridiculous. We should get cash as well: I dont think a hundred is out of the question.
I think it is, ODell said bluntly. I think seventy-five is on the outer edge of any sane possibility.
You dont know what youre talking about, Bone said.
ODell ignored him, and looked around at the other board members: Listen: Wemustreconsider the possibility of continuing as an independent, she said. An immediate merger on the proposed terms would turn somequick profits for all of us, myself included. But the merger talk alone has pushed the stock price, and well keep most of that whether or not we merge. So that much is locked in. And the fact is, if the new management were to take what I think is a proper view of the board and its duties, and the top management and its duties, then additional compensation would be provided anyway. There are also benefits available to board members and top management that we will lose in a merger, no matter how much money we got right away.
After a moment of silence, somebody asked, Like what?
ODell smiled and said, Theres quite a wide range of possibilities
… A little research on what other boards get as compensation could point to some interesting alternatives. Tax-free alternatives, I might add.
McDonald sat at the far end of the table, where Kresge had always sat, watching the talk, struggling to keep up with it. Bone and ODell were clearly at odds, Bone pushing for the proposed merger, ODell resisting.
All these possibilities should be explored, he ventured ponderously. But I do think that we should consider Polariss position as a major community asset. Weve been here for a hundred years and more, and a lot of us wouldnt be where we are today if we hadnt had the ear of some friendly people at Polaris…
He droned on, losing most of the board immediately. John Goff had the right to buy almost forty thousand shares of Polaris at prices ranging from twelve dollars a share to forty-one dollars, most of it at the lower end. Using a scratch pad and a pocket calculator, he began running all the option prices against Bones suggestion that they might get a hundred.
Dafne Bose was drawing an airplane on her scratch pad. The bank had a small twin-prop, mostly used for flying audit and management teams to small banks out in the countryside. But what if the bank were to buy something really nicea small jetand what if it were available tothe board? It probably should be, anyway. A plane like that would be worth tens of thousands of dollars a year, none of it visible to the IRS. ODell said there were other possibilities. Bose underlined the plane and looked up at ODell, who smiled back.
Yeah, yeah, thats all fine, Goff said, when McDonald appeared to be running down. So weve all got a lot to think about. I would propose that we leave everything as is: Wilson speaks for us, but we ask Susan and Jim each to prepare a report on their respective ideas, deliverable before Friday noon to each of us. Thats quick, thats only a couple of days, but we gotta move on this. I further suggest that we meet again next Monday to consider the reports. Wed want a complete discussion of all the, uh, options, and at that time we can consider how to go forward.
He looked around, got nods of assent. For just a fleeting, tiny part of a second, ODell and Bone locked eyes. Only two of them were left. McDonald had just been cut out. Whoevers report was adopted would be running the place in a week.
McDonald didnt understand that yet. He harrumphed, allowed that the reports were probably a good idea, and after a few more minutes of talk, the board adjourned.
ODELL ORDERED CARLA WYTE AND LOUISE COMPTON to her office as soon as she got out of the meeting. Marcus Kent, her other major ally, was too exposed to meet with her publicly, since he technically worked for Bone.
Everything I said was true, ODell told Wyte and Compton. The trouble is, its not money in hand. I need exact, specific examples of the kind of payoff we can deliver to board members and top management if they adopt my approach.
She turned to Wyte: Youre the numbers person. I want you to nail down the numbers on this stuff, so theyll know what theyll get, and how much itll cost the bank, and what the tax consequences will be. Do you know Pat Zebeka?
Wyte was scribbling on a yellow pad: Ive heard of him. A lawyer.
Tax guy, one of the best, and hes done a lot of compensation work. Get with himon my budget, Ill fix it and get a laundry list of everything we can offer that will provide tax advantages.
And to Compton, who never took notes on anything, because if you never took notes, nobody could subpoena them: I want charts from you. Get the details from Carla, and put them together in a package. Its gotta be good, and its gotta be clear. Not so simple theyll be insulted, but theyve got to see what theyll get. It has to be as real as the dollars theyd get from a merger. And another thing there are some pretty big advantages to being on the Polaris board. We need to put together a list of those advantages. Social status stuff.
Good. What about polling the board? Compton asked. Im talking to them, the ones I can get. And Ive got to talk to McDonald. Tonight, if I can. Im not sure if the idiot knows hes out of it, but hes got to find out sometime.
From you? Do you think thats smart? He might be insulted.
ODell shook her head: Has to be done. Ive got to get to him before Bone, and I can make him an offer Bone cant.
What? Wyte asked.
Im president and CEO, but hes board chairman. Talking is what he does best anyway. In a couple of years, when the banks mine… She flipped a hand dismissively… he can go away.
Why couldnt Bone offer him Compton stopped herself, shook her head. Sorry. Stupid question. If Bone gets it, the banks gonna go away.
BONE TOLD BAKI TO COORDINATE A GRAPHICS PACKAGE on how much money would be available through the merger: he would provide the details. If you do this right, Kerin, and by that I mean if you do this perfectly… What? Kerin Baki was like a piece of blond ironwood, he thought, brutally efficient, great to look at, but cold. Distant. A Finn, hed heard. Sometimes she was so chilly he could feel the frost coming off her. He couldnt see her with a southern boy, but thought she might go well with somebody like, say, Davenport.
Youll be the most important person in the bank, since I cant do shit without you. She disapproved of extraneous vulgarities, which is why he sometimes used them. And what she did next surprised himalmost shocked him. She sat down across his desk and crossed her legs. Good legs. Maybe even great legs.
I hope youve talked with the board members. Privately, I mean, she said.
Ive started…
Youve got to do better than start, she said. This is a campaign, not a party.
Well, Ill
Have you talked to McDonald?
No. Hes out of it…
I know. But hes got friends on the board. He can possibly throw them to ODell. So youve got to talk to McDonald and do it soon. Call Spacek at Midland and find out if they can find some kind of figurehead job for him after the merger. Vice chairman of the merged banks, or something…
Bone nodded: Good idea. Ill do that. He looked at her, gauging the change in their relationship, then took the step: What else? he asked.
Ive only got one more thingwell, two more things. First, your old pal Marcus Kent works for ODell.
Everything you tell him goes to her.
Bones eyebrows went up. Since when?
Since he decided he wanted your job, which was about two minutes after you hired him.
Little asshole, Bone grumbled, not particularly surprised. Ill take care of him later. You said two things. Whats the other one?
I want you to do me a favor.
Sure. What?
Ill tell you when youre given the job. All you have to do now is promise to do me a favor.
You mean… blind? You wont tell me what favor?
She nodded. She was so serious, so cool, so remote, that he nodded in return. All right. I hate to do it blind, but if its anything like rational, Ill do you a favor.
She nodded once again, quickly, ticking the commitment off some mental list.
I mean, money? A title? he asked.
Ill tell you later, she said. And for a fraction of a second, he thought she almost smiled. Now: I can get a graphics guy to actually put our presentation together, but we might also want some kind of short video presentation from Midland, from Spacek himself, probably. That means well need to check the VCR up in The Room.
Bone slapped his forehead: Thats great. Ill talk to Spacek as soon as were done here. He looked at his watch: Plenty of time.
What else? she asked.
I need to talk to a guy named Gerry Nicolas. Today. He runs the state pension fund, I dont know the formal name.
Ill get it, she said. May I ask why? Just so I can stay current and see how youre thinking?
Oddly enough, Bone thought, he trusted her: Because his constituents dont know anything about the stock market, but they know he hasnt gotten them fifteen percent on their money this year, and they want to know why. Hes feeling a little shaky, and he also happens to own almost six million shares of our stock which, until the merger talk started, had been sitting in his portfolio like a brick. Hes now up sixty million, and due to go up quite a few more if the merger goes through. If it doesnt, hes sucking wind again.
So if you tell him the board is thinking about backing out…
Hell be on the phone to the board. And hes got some serious clout when it comes to electing board members.
Good. Thats exactly how weve got to think. She stood up. I know this changes our relationship somewhat, Mr. Bone, but I really think youll have a much better chance at this job if you listen seriously to my proposals. And Ill critique yours.
Of course, he said.
Dont dismiss me like that, she snapped. Im as smart as you are. I might not know as much about investments, but I know a lot more about the way this place really works. If Im going to save my job, youve got to listen to me.
He laughed despite himself, and again, was somewhat shocked: Is that what this is all about? Saving your job?
Thats half of it, she said.
Whats the other half?
The favor youre going to do methats the other half.
As she was going out the door, he said, Maybe you better start calling me Jim.
She stopped, seemed to think for a minute, pushed her glasses up her nose, and said, Not yet.
THEYRE GONNA SCREW YOU, AUDREY MCDONALD shouted. Wilson was in the den, staring at a yellow pad. Audrey had gone to the kitchen to get a bowl of nacho chips and a glass of water; she snuck the vodka bottle out of the lazy Susan, poured two ounces into the glass, gulped it down, took a pull at the bottle, screwed the top back on, put it back on the lazy Susan, turned it halfway around, and shut the cupboard door. Then she stuffed a half-dozen nachos in her mouth to cover any scent of alcohol, got a full glass of water and the bowl of chips, and carried them back to the den.
If they were gonna give you the job…
I heard you, I heard you, Wilson McDonald snarled. I heard you a dozen fuckin times. Youre so full of shit sometimes, Audrey, that you dont even know youre full of shit. Im running the boardI chaired the meeting todayI can handle them.
Yeah? How many board members have you talked to, who were willing to commit?
He was shoving a fistful of chips into his mouth, chewed once, and said, Eirich and Goff and Brandt…
You told me that Brandt
I know what I said, he shouted. Ill get the fucker. That sonofabitch. Brandt had equivocated.
You cant count on
The phone rang, and they both turned to look at it. Did you talk to your father? Audrey asked.
Yes.
Huh. She stood up, took two steps, picked up the phone. Hello?.. . Yes, this is Audrey. She turned to look at Wilson. Why yes, hes here, somewhere. Let me call him.
She pressed the receiver to her chest and said, Its Susan ODell. She said she needs to talk to you right away.
Okay. Jesus, I wonder what she wants, right away?
It wont be good news, Audrey said. She was seized by a sudden dread, looking at her husbands querulousness. This wasnt going right.
Wilson took the phone. Hello? He listened for a moment, then said, Sure, thatll be okay. Give us an hour… Okay, see you then.
What?
Shes coming over. She wants to cut a deal.
Audrey brightened: If we can cut a deal, we knock Bone right out of contention. For that, we could offer her quite a bit.
Thats right. And we basically agree on The phone rang again, and he turned and picked it up, expecting to hear ODells voice again. Hello?
Again he listened, and finally: Really cant until about, say, ten oclock. Weve got guests… Okay, we stay up late anyway. See you then.
He hung up and Audrey raised her eyebrows.
Bone, he said. Andhewants to cut a deal.
Audrey smiled, almost chortled: My my. Arent we popular tonight. Arent we popular… The half a glass of vodka was brightening the world, right along with the phone calls. Weve got some planning to do.