I SPENT MUCH OF THE SUMMER of 2003, the last that would have any semblance of normalcy for a long time, visiting private equity firms and seeking financing to buy out the public shareholders of our companies. Almost everyone (Madison Dearborn, Quadrangle, Warburg Pincus, and four or five others) expressed enthusiasm at first but flaked off later. There was an eerie similarity to the sequence: first, confident assurances that the hostile climate was no obstacle to a private firm, followed by apparently successful due diligence procedures and negotiations. Then silence. I would telephone, once, twice, only to be put off and finally to have someone tell me – regretfully or distantly – that unfortunately it couldn’t be done. Steve Schwartzman of Blackstone told me that he would like to buy, but he had to await the Special Committee process. Finally, Bain & Company of Boston were positive, and we negotiated an acceptable term sheet that would privatize both Hollinger companies and leave us as equal shareholders and managing partners.
As summer gave way to autumn I was still hopeful, despite the storm signals, that if the Special Committee did not find any technical problems with the company’s accounts – and Peter Atkinson, Jack Boultbee, Mark Kipnis, the Audit Committee, and the auditors repeatedly assured me that all was in order – then we could see off the corporate governance zealots. The only complaint of Browne and the others was that we had been too generously compensated. They glossed over the accretion in the company’s value, claiming that the self-indulgent mores of the management, with the supine acquiescence of the directors, had disguised underlying value. This was nonsense, as subsequent events were to prove.
If the independent directors held firm and the Special Committee found nothing to stampede the independent directors away from the management, we could weather the tempest Jereski, Browne, and a few others had created.
The insistence of the Audit Committee in August on checking my wording of the 10Q quarterly statement about the status of our negotiations with Southeastern illustrated the extent to which my authority as chairman had diminished. Next the Audit Committee simply refused to honour a demand note due to Hollinger Inc. when payment was demanded. The note was connected to a lingering obligation to CanWest that Hollinger Inc. would assume. Normally, there would be no balkiness at any of this, but normalcy was already fleeing.
I toiled in the footnotes and corrections to my Roosevelt book and then went to London for a couple of weeks. Shortly after I returned to New York in late October, Bain & Company abruptly pulled out right at the point of closing. I was informed by several sources that the Special Committee staff were warning off potential investors. The hostile press, especially News Corporation, and the officious Special Committee investigators were all closing in on our point of maximum vulnerability. We needed to refinance the Canadian company, and they were making any recapitalization impossible.
With the defection of Bain, it was time to bring Bruce Wasserstein and Lazard (the investment bank of which he was chairman) forward. I intensified discussions with possible investors: Teddy Forstman, with whom I had had a connection at Gulfstream, and even Wasserstein himself, in his own private company Wasserco, while he was leading a discussion on behalf of Lazard on the same general subject. I found Wasserstein’s conflict startling, but he was so brazen about it, I assumed that this was how the ethics of the New York financial community had evolved. All my instincts were that we were tumbling toward a very difficult climax, carefully authored by invisible, but not unidentifiable, enemies. I braced myself as best I could for unbidden events.
These began to reveal themselves on the morning of October 30. I was about to leave the office in New York to promote my book on a local authors television program when a call came in from Jack Boultbee, Fred Creasey (the controller of both Hollingers), and Peter Atkinson. It seemed that two lots of non-competition payments totalling a little more than US$30 million, from the sale of American community newspapers in 2000, had not been formally approved by the Hollinger International Audit Committee. My heart sank. Our enemies not only had a smoking gun, but all but one of its chambers were still loaded, and we had conveniently handed it to them pre-targeted to our foreheads. How could this have happened? As usual when disaster due to human error occurs, the humans who committed the error had no recollection of it.
David Radler had bought, managed, and sold these newspapers. He had performed every one of these phases very capably and generated a huge capital gain for the company. He knew nothing of any of it and immediately began the kind of fingerpointing that is the joy and staple of the life of prosecutors looking for cooperating witnesses. He said Mark Kipnis had told him he had Audit Committee approval. Then he said that Jack Boultbee must have made the arrangements, because only Boultbee knew the tax and other complexities involved. Kipnis acknowledged that Radler must have thought that he had Audit Committee approval but said that he had never been asked to obtain it and apparently, therefore, had not. (It wasn’t up to the company secretary to request approval from the Audit Committee for $30 million of payments.) Boultbee said he had never had anything to do with any part of these transactions. They were entirely Radler’s doing; he knew nothing. Peter Atkinson was paid the formidable sum of $1.2 million per year to ensure that all legal matters were handled properly. He had been told, as I had, back in 2000 by Radler, that these were non-competition payments that had been approved by the Audit Committee. Kipnis had assured Atkinson that they were in order.
Beyond this, no one knew anything. Somewhere in this group, a serious oversight had occurred, but I encountered a pandemic of amnesia. It was like interviewing a group of children after some frightful accident had befallen a piece of furniture or precious ornament when no adult was present. No one knew anything – except that it had nothing to do with him. None of these highly compensated and generally competent executives could remember anything except their own complete, mystifying, oblivious non-involvement. They had failed, but the full force of the joyful malice of our enemies was about to fall like a pack of famished wolves on me.
As has been recorded, non-competition agreements, in the case of small local newspapers in North America, are almost always part of any agreement of sale, not only because of the presumed expertise of the vendor but because of the competitive ease with which anyone, especially someone familiar with the market, can establish what are called “shoppers.” They are the free papers full of ads you see often at the supermarket cashiers or on the street corner. A vendor who knows the market can quickly come up with a “shopper” and undercut the economics of the business that has been sold. The reason the Thomson Corporation lost so much ground in local markets was that it put such cost-cutting pressures on its publishers that they squeezed the product to produce the required margins, making them vulnerable to shoppers published or supported by disgruntled local merchants. Thomson ignored these shoppers, and their franchises suffered.
Whether the non-competition payments were made to individuals or corporations depended on whether the feared competition was corporate or personal. If the vendor was a large public company such as Gannett, without a controlling shareholder, the payment would be made to the selling corporation. Where the vendor was a personal or private corporation, or as in the case of Hollinger International, a public corporation with controlling shareholders who had built up the company and closely operated it, the payment was generally made either to the individuals or to the combination of corporation and individuals.
As we unloaded newspapers in our build-down to a solid and relatively debt-free platform anchored in London and Chicago, the Audit Committee had routinely approved non-competition payments and had frequently expressed their satisfaction, echoed by the directors as a whole and many shareholders, with the immense capital gains that the company was racking up. The company’s debt was reduced by 80 per cent, and the normalized cash flow by only about 40 per cent. And by far the most promising growth assets were retained. These two lots of non-compete payments had gone through the usual chain of approvals several years earlier: they were discussed in SEC filings and company reports; the auditors and outside counsel were aware of them; the Audit Committee had signed off on documentation of them but had not, apparently, explicitly approved them by resolution.
Dreadful as this was, I felt that while the process was incomplete, it was sufficiently open that human error was the most likely explanation. In my worst imagination, I could not foresee that five years on, these two incompletely authorized groups of payments and nothing else would have led to the bankruptcy of the two companies I had built that now had nearly $2 billion of shareholder equity and underlying value. Nor could I imagine that this was the spark for years of criminal and civil litigation with covens of lawyers, auditors, inspectors, monitors, regulators, judges all drawing fees and funds into the hundreds of millions in order to provide kindling for my career’s funeral pyre. What I did imagine was afoot was grim enough.
At this point, the only American lawyer I had was a Delaware corporate law specialist, Jesse Finkelstein. I had often spoken to him on the telephone but had never laid eyes on him. He lived near Wilmington, travelled much of the time, and had no background in the sort of situation that now loomed. I was put onto him when Paul Saunders, a distinguished corporate litigator who had acted for me in the M.A. Hanna case in 1982,* recommended him. Paul himself could not act for me, because in the two hours between our July directors meeting, which included telephone attendance by Breeden, and when I called to retain him, Henry Kissinger had called Paul’s firm, Cravath, Swaine & Moore, and engaged him, claiming that I had urged all the directors to retain individual counsel. (I had not, but it didn’t much matter. In due course, we found out that Radler had hired criminal counsel the moment the Special Committee had been formed.)
When I finally did meet Jesse Finkelstein, my assessment of him tilted in his favour on the slight grounds that he reminded me, in appearance and manner, of the late Igor Kaplan, who had been an invaluable counsel at the time I had taken over Argus Corporation in 1978. He proved to have all of Kaplan’s decency and elegance but not his worldliness. I had asked Finkelstein to recommend a tough, experienced corporate litigator whose knowledge would go up to the edge of criminal law matters, as our enemies would likely not downplay the felonious possibilities of the story that was about to break. He arranged for the famous barrister David Boies (most recently known for his unsuccessful championship of Vice President Al Gore’s claim to victory in the 2000 presidential election) to call on me. But this could not be done before November 14. This was two weeks on but it seemed manageable. While I had grave intuitive forebodings, they were somewhat cabined by an unworldly attachment to logical limits to possible damage. My historical observations told me this could quickly become a revolutionary climate, proceeding to upheavals and figurative executions. At this moment and for some days to come a delay in securing a heavy-duty legal team seemed less disturbing than it should have been.
Much would now depend on the directors. I assumed I would receive a reasonable degree of benevolence from them, as some were close personal friends and would know that I could not conceivably have done anything unethical. I thought that if I started to advise and lobby them now, especially before I was in a position to shed much light on these developments, it could be misunderstood. I pieced together what I could from endlessly repeating the same questions to my amnesiac colleagues. It did not require a clairvoyant to deduce that the shadowy Richard Breeden was about to show his hand, and that the fairness and judgment of the directors, a distinguished group, was about to be tested, in very improvident circumstances.
Social life in New York continued at its usual hectic autumn pace. In the first weeks of November, the usual brittleness in the endless gatherings of more or less the same people in the apartments of Fifth Avenue and Park Avenue possessed a greater air of unreality than ever. I had seen the lightning. I would not have long to wait for the thunder.
The directors were a varied group of apparently competent and independent-minded but thoroughly well-disposed people. Two of the most capable directors apart from Marie-Josée Kravis had retired in the last year. The talented investor Ray Chambers, former partner of, but a less mercurial and abrasive personality than, the Nixon-era treasury secretary Bill Simon, had retired at the end of 2002 in order to pursue a life of travel and philanthropy. Leslie Wexner, one of the world’s greatest and wealthiest retailers and founder and controlling shareholder of The Limited, had retired before the 2003 annual meeting because he disliked the risks inherent in public companies and found no countervailing interest here to retain his adherence. In 2002, I had retired the directors aged eighty or older: Dwayne Andreas, Bob Strauss, and George (Lord) Weidenfeld. Robert Strauss, former Democratic Party chairman, U.S. trade representative, Middle East peace negotiator, and ambassador to the Soviet Union and the Russian Federation, a delightful man of immense astuteness, felt uncomfortable serving on a board beyond his eightieth birthday. George Weidenfeld, though not particularly well versed in commercial matters, was a remarkably well-connected and imperishably energetic man whose loyalty would have been entirely reliable through the crisis that was about to break. I did not feel that I could retire some octogenarians but not all, and I parted with him with reluctance. A social and political force of surpassing acuity, he would have been invaluable. He came to London from Vienna in 1938, just after the Anschluss, was in the German monitoring service of the BBC during the war, and became one of the world’s best-known and most successful book publishers with Weidenfeld & Nicolson.
Alfred Taubman also retired. I had re-elected him in 2002 after he had been convicted of a felony, a restraint of trade in his capacity as controlling shareholder of Sotheby’s, of which I was a director. I did not believe that his conduct had been unethical, and felt he had been convicted on the denunciation of the company president as part of the plea bargain system and after what he believed was an inept legal defence. He had been a conscientious, diligent, and useful director of ours and gave us invaluable assistance in negotiating arrangements with Donald Trump for the redevelopment of the Sun-Times building in Chicago. He, too, would be missed.
Apart from Barbara and my associates Dan Colson, David Radler, and Peter Atkinson, there were the members of the Audit Committee, the Special Committee, and Henry Kissinger, Richard Perle, and our Israeli director, Shmuel Meitar. Meitar had been our partner in the publication of the Israel Yellow Pages, known locally as Golden Pages. The contract to print these pages had been given to the Jerusalem Post and then unexpectedly withdrawn from our company in favour of a firm with which Meitar was closely associated. He did not inform us of this connection. When I found out, Radler, who had effectively concealed the fact, said that Meitar claimed he was powerless to restrain his own associates. It was a mystery to me why Radler wanted him to continue as a director, other than to avoid embarrassment, to which he was always pathetically sensitive. As events unfolded, Meitar became progressively more difficult to reach, vanishing on frequent and prolonged alleged holidays in the bowels of the Orient.
In Gordon Paris’s first week as a director, he joined the Audit Committee and the Special Committee when it was set up. From the beginning he made references to upcoming lunches and meetings with Laura Jereski and others. I couldn’t blame him for informing himself, but when he made it clear that he did not necessarily believe the version of our discussions with Southeastern Asset Management that I had written for the quarterly report in the summer of 2003, he arrayed himself as an antagonist. This was a role to which he quickly warmed and for which he was handsomely paid.
Because Chicago is such an impressive city, I had always assumed that someone who held the governorship of Illinois for fourteen years as Audit Committee chairman Jim Thompson had would be as impressive as a comparably successful officeholder in New York. I was disappointed. His Audit Committee colleague Richard Burt was a man who was, and certainly held himself out as, a friend. He had been often to our home, had confided some of his marital difficulties, and had latterly spent a good deal of effort trying to entice me into investing in a sequence of hare-brained ideas prompted by his Saudi employers.
The other member of the Audit Committee had been economist Marie-Josée Kravis. Because I had known her longer and more favourably than the others and she had departed the company, as I described earlier, discreetly and without having to take a stance in the early skirmishing that ensued, I did my best to leave her out of the controversy. I had known her fairly casually for twenty-five years. She parlayed the Hudson Institute’s two-person office in Canada into a position of some apparent importance and capitalized on her connections to the Trudeau government to enhance her social status and money-earning capacities as a royal commission member and recipient of other official preferments. She lived for some years with Jean-Pierre Goyer, one of Trudeau’s cabinet ministers. I admired her candid and contemporary approach to her private life, her staunch federalism, which was not popular in the Quebec intellectual milieu that she often frequented, and her cool, alluring manner.
Ms. Kravis has never, in my observation of her, misspoken, embarrassed herself, said too much or too little, or been anything other than elegant and detachedly self-possessed. After her marriage to the conductor of the Montreal Symphony Orchestra, Charles Dutoit, failed, I invited her to Bilderberg. Thus I could claim a slight role in bringing her together with the prominent financier Henry Kravis. From all outward appearances, it has been a splendid marriage and she handled her entry into New York society with consummate skill. Never too eager for acceptance nor too standoffish, she quickly overcame the barrage of skepticism and envy that greeted her originally, and after a few months, even a few of the more sulphurous doyennes were comparing her to Jackie Kennedy Onassis for her French graciousness and worldliness and good taste. Her coolness can be chilling and haughty at times, but she had always been pleasant to me and has greeted the ups and downs of her life with outward reserve and imperturbable dignity. She is an able and attractive woman, but will re-enter this narrative less benignly after an absence of several years.
After Rick Burt had brought in his government and post-government acquaintance Richard Breeden as Special Committee counsel, we needed additional members for the Special Committee. Graham Savage was Peter Atkinson’s suggestion. Savage had served many years as the chief financial officer of Ted Rogers’s formidable Canadian cable and media group. This furnished him invaluable experience in many areas that could be of use to the Special Committee. Savage is the allegorization of the colourless Canadian accountant: soft-spoken, slight, earnest, and to me instantly forgettable. A cipher.
I had recruited Ray Seitz, former assistant secretary of state for Europe and Canada (a successor of Burt’s), well-regarded ambassador to the United Kingdom, and chairman of Lehman Brothers International. He seemed urbane, intelligent, and gracious, a fine diplomat who seduced the British as elegant, understated foreigners sometimes can, and who, like David Bruce (ambassador in the Kennedy and Johnson years), received the supreme accolade of the London salon: “He is one of us.”
I importuned him to take this position, confident that he would be a judicious counterweight to Breeden, about whose character and intentions warnings flooded in after the initial concern from Marie-Josée, and also to Gordon Paris, who I doubted possessed the gravitas or intellect to lead or even make a very useful contribution, although he was a competent salesman. I expected Savage to be plodding but sensible and counted on Seitz to steer the whole effort justly, applying diplomatic talents where necessary to prevent Breeden from transmuting his supposedly impartial inquiry into a lynch mob. I sized up Breeden (sight unseen), and even Savage fairly accurately, though I underestimated Paris. I misjudged Seitz.
The board’s two most eminent participants, Richard Perle and Henry Kissinger, were men I counted as close personal friends, as they frequently proclaimed themselves to be even as the coming nightmare unfolded. Their extremely high intelligence, affective personalities, and remarkable careers are well known. I admired them from a distance long before I met them. I largely owed my relations with them to the Bilderberg conferences, where, as at some other meetings, we often spoke on the same platform and almost always on the same side, against the appeasers in the latter days of the Cold War, against the hydra-headed forces of anti-Americanism, and against those in the world who wished to collegialize American strength through the assumption of moral exaltation for themselves without any practical effort.
This was enjoyable work in agreeable surroundings for all of us. And although I make no claim to speak from the same background of public service as these statesmen, I was no less vehement for that. The high-level international conference circuit breeds a fine spirit of camaraderie, and with Henry Kissinger it was greatly elevated by our frequent encounters in New York when Barbara and I became part-time residents there.
Richard Perle is unpretentious, unaffected, gregarious, rather disorganized, and thoroughly endearing. He is relatively undiscriminating in his thoughts about matters outside the strategic world and in people. He is a constant source of dubious commercial ideas from his “smart newspaper box” to all manner of dot-com and bio-novelty ventures. His genius does not translate well into fields other than official national security policy, an area of which he tired before the Reagan administration ended. His subsequent career has been an anticlimax.
I recruited him to our American board soon after I got to know him, and he became the chairman of the independent directors, in which capacity he performed exemplary work. With the help of his astute if gratuitously bombastic lawyer, Dennis Block, Perle put through the transfer of the Telegraph and the Canadian assets to American Publishing, which then became Hollinger International, with great skill and complete fairness.
When new technologies became so influential they overshadowed the traditional media, and any company wishing to retain any currency in the securities markets had to make some gesture to it, Perle, with his absorbing interest and contacts in the new media, seemed the natural person to head this effort on our behalf. My brother’s stepson, Matthew Doull, an authentic techie who had worked for us at the Telegraph, became the president of Hollinger Digital, as this new division was called, and Perle became the chairman.
Matthew’s restlessness with what he saw as Perle’s inefficiency was such that we eventually divided Digital in two; each took his own section. Of course there were many losers among the investments and both Richard and Matthew proved distinctly fallible, but we had our share of successes. The last I saw, the company had a fighting chance to come out of it more or less at break-even, a respectable performance compared with the billions squandered in the dot-coms by larger companies with more apparently qualified experts and more orthodox business methods.
In geostrategic matters, Richard Perle was a refreshing Californian, unburdened by the chronic world-weariness, pessimism, and respect for the status quo of centuries that afflicted Henry Kissinger. The night of the Iraqi invasion of Kuwait, I telephoned Perle at his home in France to recruit him for the Advisory Board we were setting up. He was engaged until after 4 a.m. his time, raising bellicose spirits among his former colleagues now in the first Bush administration, before he called me back to accept. When we next met in London, he got into my car and handed me a manifesto of an organization he co-chaired with two well-known American leftists and bearing a pacifistic, if not bucolic, name. He said, “This is my latest initiative, supposedly to find a peaceful resolution of the Kuwait invasion, but really to get the war started.”
Always witty, patient, and philosophical, never intimidated by adversity, Perle was a delight as a dinner companion, as a houseguest, or on a Mediterranean cruise (where he and his wife and son twice joined us, once in a particularly uproariously amusing cruise along the Côte d’Azur with Bill and Pat Buckley in 1996). In the crisis, Perle was the last ally to break and run, though break and run he did, but at least he expressed regret.
This is not the place for a comprehensive biographical sketch of Henry Kissinger. It need hardly be emphasized that he is a world historic figure and one of the great personalities of the last third of the twentieth century. He has a remarkable and unflagging intellect and a brilliant sense of humour; he is a political operator of impressive dexterity within any sphere; and he has a wife, son, and daughter (from his earlier marriage) who do him honour. Allegations that he has no patriotic or sectarian loyalty, no deep attachment to people, and that he lacks respect for institutions of which he is not a natural adherent are untrue (he even has a sophisticated respect for the Roman Catholic Church). Of all twentieth-century statesmen, only Winston Churchill and Charles de Gaulle surpass him as a stylistic memoirist, and they were, after all, symbols and executants of the regeneration of great nations. Kissinger’s best works are a contribution to literature as well as history.
He also possesses great physical courage. When we were together in Belgium at another Bilderberg meeting, he called me at 3 a.m. to tell me that he had lost the sight of one eye. I accompanied him to the hospital and sat up with him all night. He had suffered a thrombosis and lost the sight of his right eye permanently, but he insisted on chairing his scheduled session a few minutes after we returned to the conference centre at 8 a.m. He was like the Earl of Uxbridge at Waterloo, calmly informing the Duke of Wellington that he had just lost his leg (to a French cannonball). His sang-froid, taking down the names and addresses of the doctors and nurses at the Louvain hospital so that he could write to them, and mentioning the incident to no one, was an inspiration.
He is not at all without sentiment. I have discussed how, two weeks after this incident with his eye he returned to England so that we could go together to make our farewells to John Aspinall, the flamboyant casino and zoo owner, who died of cancer a few days later. Kissinger wept without embarrassment as we left. When my own brother, whom he scarcely knew, was dying of cancer, he telephoned him and spoke words of great encouragement. He is a punctilious and eloquent correspondent.
His self-importance, irritability, and roughshod treatment of subordinates are considerable, but he recognizes his own foibles. When we returned from Amman to Berlin for yet another conference, after he had changed hotels because of the inadequacy of the suite accorded him, we went, together with Nancy Kissinger, to Frederick the Great’s palace at Sans Souci. A motorcade was provided that sped to our destination, the docile Germans pulling to the sides of the roads more respectfully than Parisians, Londoners, or New Yorkers would have done. After a few miles of screaming sirens and steady acceleration, Kissinger said, “You know, this isn’t bad for someone who has been out of office for twenty years.”
When he was secretary of state, he was asked by a journalist as he arrived at the bar mitzvah of the son of a friend whether this reminded him of his own bar mitzvah in Germany. He instantly responded. “Actually, von Ribbentrop wasn’t able to come to mine.” He knows to mock his own egotism: when Lord Peter Carrington met him and apologized at the end of their conversation for having arrived a few minutes late, Kissinger demurred and said, “You are feeding my megalomania.”
He is almost always implacably gloomy about the ability of successive American administrations to achieve anything and about international affairs generally – unless asked what would be possible if he were in charge of the State Department. Yet he is morbidly preoccupied with criticism and easily destabilized by negative press comment. He peremptorily withdrew as chairman of the 9/11 Committee when there was the slightest hint of criticism and then blamed his failing to intimates such as Barbara and me on faulty legal advice. He has contempt for almost everyone and so sees no inconsistency in trying to make friends of his enemies.
By background, experience, study, and taste, he is a Metternichian manoeuvrer, always aware of weaknesses, with an un-American sense of vulnerability and cautious belief in what is possible, conferring the accolade of friendship on multitudes, of intimate friendship on a more select group, but in fact respecting few and confiding in no one except his wife. His transitory interest prevails over everything, effortlessly, but in the aftermath, genuine sentiment, a historical regard for those who lose, and a desire not to leave enemies behind him causes him to doff his cap to the fallen. Withal, he is, in many ways, a great man, and most of his critics do not deserve to be taken seriously.
He is a grateful American, a loyal son of Germany, a serious though not especially proud and not religious Jew, an exemplary husband, and, up to a point, a good friend. I have a vast correspondence of warm letters of imperishable friendship from him, and he said under oath in the Hollinger proceedings that I had been one of his closest friends in the world for decades. Our houses contain many books inscribed by him to Barbara and me as “indispensable pillars of my life.” Unfortunately, none of this prevented him from dispensing with us for seven years without a warning or even a pretext when his association with me became even a slight inconvenience.
It was on these people that I largely depended as I was swept down into the deepest crisis of my life.
ON NOVEMBER 6, 2003, I received a peremptory letter from Paris and Thompson in their capacities as chairmen of the Special and Audit Committees to “instruct” me to answer many questions about the two lots of supposedly unauthorized non-competition payments. They gave me five days. I did another telephone canvass. Based on what I learned, mostly from Mark Kipnis, as Jack Boultbee and David Radler were unable to recall anything and Peter Atkinson simply threw up his hands and concluded that one of the others had become recklessly addicted to non-competition fees, I cobbled together a reply as best I could. I sent it to Jesse Finkelstein, who was still the only American lawyer I had at the time. My reply was essentially suppositions in respect of the $15.5 million paid to executives, including rather more than $5 million to me. I knew nothing about the origins of the $16.5 million paid to Hollinger Inc., although I naturally recalled when the money came in and had been assured that it had been properly approved (as a court eventually determined to be true). The payments to executives had been declared by the auditors and the Audit Committee to have been approved and fully disclosed many times. I made these points and suggested that the two committees defer taking a position until the Special Committee had finished its work. While I was skeptical about Breeden’s Christmas timeline, it did not seem to me unreasonable to propose trying to put the whole matter in the context of the full report.
Jesse Finkelstein was in Los Angeles at the time. He made some modest changes only, put the essence of my letter onto his letterhead to preserve lawyer-client privilege, and sent it to Paris and Thompson. He seemed satisfied with what I had written. I thus received very little legal advice, and that from a lawyer whom I hadn’t yet met. Though I realized this was a deadly struggle, I had no real understanding of what corporate warfare in America involved: I was no innocent, but I was an entrepreneur with mainly Canadian and U.K. experience.
Jimmy Goldsmith had said he would never attempt business again in America, that it was a corrupt system and one had to fight the U.S. government and its agencies as well as the normal business battles. And Jimmy was as fierce a businessman as I have met. James (Lord) Hanson had similar accounts of his run-ins. But much as I respected them both, I had assumed there was some element of exaggeration. I had read accounts of corporate battles in American business, but such accounts didn’t illuminate the way regulatory agencies were used: not as umpires or “truth-seekers” but as legions to be deployed against the fashionable target of the day, making up new rules as they went along under the flag of “exceptional circumstances.” I had no idea of who or how to find battle-hardened American corporate lawyers and anyway there was no time.
Finkelstein’s arrangement for David Boies to call on me was made for November 14. On November 11, Thompson and Paris telephoned and suggested they meet me at our New York office the following day in the late morning. There was no mention of their being accompanied by anyone, and I assumed that we would have a fairly informal discussion of the allegedly unauthorized payments. The fact that the two had written to me jointly and claimed to be co-chairs of a joint committee confirmed my fears that a Faustian bargain had been struck to shelter the Audit Committee in exchange for its full assistance to Breeden against the management. Subsequent events would only confirm that impression.
Because I was chiefly preoccupied with trying to refinance Hollinger Inc. and get out from under the liquidity problem, which had already kicked up Can$27 million of unhonoured preferred-share retractions, I started the day with a meeting with Jonathan Rothermere of Associated Newspapers at the Carlyle Hotel, to explore the possibility of uniting the two British newspaper groups for business purposes, while retaining editorial control of the Telegraph. Rothermere was accompanied by British Merrill Lynch officials, and it was quite a satisfactory opening discussion. I revisited them at the end of the afternoon, but by then my world had changed forever.
Proceeding down Fifth Avenue to meet Paris and Thompson, I was eventually informed that they and two other men awaited me in the boardroom. I joined them and took the head of the table. The others were Jim McDonough, independent counsel to the Audit Committee, with whose sluggish approach to many matters I was already familiar by telephone, and Richard Breeden. Finally, the person I felt instinctively and by tidbits of corporate intelligence would be my nemesis, and possibly a mortal threat to my position, showed himself.
Breeden’s appearance was not reassuring: round, flabby face; dull, lifeless eyes behind thick spectacles; a brusque, humourless, and unanimated demeanour. He reminded me of nothing so much as a regional commissar of Beria’s, with the bloodless, piscine coldness of someone whose power vastly exceeded his intelligence. I was not optimistic that appearances were deceiving.
He said little. When he spoke, it was to restore the prosecutorial tone of the proceedings. As the meeting wore on and its direction was firmly established – my head on a stake – Breeden brought to mind Kafka’s description of Mr. Pollunder in America: “the words rolled furiously over his sagging lower lip, which like all loose heavy flesh was easily agitated.” In the brief period of our civilized exchanges, the only sparks of life I was able to fan from the phlegmatic hulk of Breeden’s personality were his pride in his sons and his love of sailing. I could identify with these, at least, but it was gruel too thin to vary his hostile purposes.
In a pattern that was to become familiar, it was Paris who delivered Breeden’s message. The payments were rigorously unauthorized and improper. The many retroactive statements of approval of the payments to executives, on SEC forms all filled out long before there was any mention or even thought of a Special Committee, did not alter that fact. They had canvassed the buyers of the newspapers and there was no possibility that they had requested the non-competition agreements from Hollinger Inc. (Eventually, almost the entire Paris–Breeden position would be rejected at trial, and the rest vacated on appeal.) All of the independent directors (Richard Perle was not considered independent) had been consulted, and they were unanimous that I had to go as chief executive officer, leaving me as non-executive chairman in charge of meetings, and that Radler had to go completely. Kipnis and Boultbee had to go as officers, and Atkinson had to go as a director but could remain for a time as an officer. The sums would be repaid in full, with interest, 10 per cent at New Year’s and the balance by June 1, 2004. The management services agreement with Ravelston would end.
It was agreed that Lazard – with whom I had been dickering since May and whom I proposed to engage to assist in smashing the capital strike and getting our stock price up – would be engaged for what Breeden portentously called a Strategic Process. This would be defined as an exploration of a whole range of alternatives, from doing nothing to selling the entire company. Hollinger Inc. should avoid any refinancing that would constitute a dilution of the control of the existing principal shareholder, Ravelston. The controlling shareholder was to be transformed at once into a eunuch, bound hand and foot to Breeden’s war chariot, and I was to acknowledge, in effect, that my control had been merely a masquerade, an imposture. The jig was up, and I was to drop any pretense to directing the company’s affairs or having any real equity in it and humbly retire, like a schoolboy resuming his place after receiving a severe thrashing in front of his classmates. Paris said any balkiness on my part would lead to the whole board going to court to remove us all. These measures would be written up in what would be referred to from now on as the Restructuring Agreement.
It was a thorough putsch. My dear colleagues on the board, whom I had not lobbied because I thought it would be unseemly, gave me no notice of the stroke Breeden had prepared, though it subsequently emerged in a deposition of Kissinger’s that Breeden had been bandying about for several weeks the likelihood of crimes having been committed. Kissinger later told me, during the weeks while he was still pledging never to desert me, that Seitz had instantly called for far more extreme measures – namely the summary dismissal of all of us, and that he, Kissinger, had defended my status as chairman of the Telegraph.
I had to choose between resistance and collaboration, and decided to see whether the carapace of my visitors could be probed. I said that of course if money had been paid improperly, it should be returned. I could not speak for anyone else, but I had done nothing wrong. No allegation of wrongdoing against me had been made, and it was impossible that there was evidence of any. Obviously, if it were otherwise, I would not have been invited to remain as chairman. I could accept having a co-chief executive officer. I emphasized, and they agreed, that perceived financial instability at the top of the group was a bad thing for the whole group and that they should not hobble Hollinger Inc. It was a public company in another country with its own shareholders, and they should not try to control it.
It was a perfectly civilized and courteous exchange, and they gave some ground. It was agreed to reconvene at dinnertime at Le Cirque. I returned to meet with Rothermere at the Carlyle, went home and telephoned Atkinson and Radler, and then went to dinner. My guests straggled in half an hour to an hour late, without a hint of an apology, and negotiation recommenced. Again it was quite cordial, and I did what I could to loosen things up without seeming to take our purposes lightly. It was clear that they had again canvassed the directors, as they acknowledged, and steadied the ranks in a somewhat more forward position than where we had left off in the afternoon. Again I had to defend the prerogatives of Hollinger Inc. and again I protested that I could not commit that company which was in a different jurisdiction with a separate board of directors or commit any other person to terms I might negotiate. I would do what I could to persuade Inc.’s board to accept its part of any Restructuring Agreement I agreed to, if the allegations proved accurate and provided International would keep up its cash-flow obligations to Inc. for six months. We fenced through dinner. When Thompson proposed to retain the level of cash flow to Ravelston and therefore Hollinger Inc., even if that meant at its current level through to June 2004, and even if that meant front-loading the payment, I promised a best effort at agreement from Hollinger Inc., provided the version of events they gave me was confirmed.
I got Thompson to reminisce about his political career, and elicited the fact that Paris was an opera enthusiast, which gave us some common ground. Breeden’s conversational forte was noisily dropping the name of George Bush Sr. and talking about his time as SEC chairman, but he did lighten up a little. He volunteered that I had been terribly let down by subordinates and acknowledged that, in his brief and modest time as an executive (before he discovered his true métier as the snarling, righteous face of corporate governance), he, too, had counted on others to do what I had counted on others to do in this case. Breeden was severely critical of KPMG and the Torys law firm – one of the few subjects in which we were in complete agreement. McDonough, apparently at the outer limits of his amoeboidic social capacities, sat mercifully mute and inert. A few weeks later, when they were challenging every conceivable expense, it was suggested that I, and not the company, should pay for this dinner at Le Cirque. When I pointed out that this quartet was not my idea of a social occasion, they had, for the only time, the decency not to challenge me.
I spoke to Atkinson, Radler, and Kipnis. Again, Kipnis and Atkinson could give me no legal support at all. They had simply dropped the ball. Radler remembered nothing and blamed the whole situation on everyone else. He made no effort to remain in his position in the company and only regretted leaving “with my tail between my legs.” I suggested that, should he want to refuse, that would be fine with me, as long as he could defend his conduct. I was trying to find some resistance I could embrace and a line of defence we could hold.
Paris had mentioned that, in his response to the Paris-Thompson letter, Radler’s lawyer had said that the payments to executives had been “initiated” by me. I asked Radler what he meant by this, and he said that this was based on my statement that, since he had done such a fine job selling the community newspapers in question, he should be rewarded for it. He confirmed that I certainly never mentioned anything about non-competition agreements and had a payment from Ravelston in mind (again, our private company). I taped this conversation, but trial counsel later said it would be of no evidentiary use to us. I didn’t really believe that, but I wasn’t able to argue the point. The wording raised a storm signal, however, that Radler’s counsel, a former U.S. attorney in Chicago and a protegé of Thompson, was putting down a marker from which Radler could rat out a plea bargain. For a long time, I considered it unlikely that Radler would plead himself to jail, but I was not under any illusions about his ethics.
Atkinson had simply capitulated. He meekly accepted any concessions demanded of him. He did not inform me that he had already undercut my bargaining position by replying to Paris and Thompson that he agreed entirely with the tenor of their letter, nor that he had already started to repay his share of the contested non-competition payments. He had been temperamental for some time, and it was obvious that he was not going to have the psychological or moral stamina to be of much use to me in the very difficult times now upon us.
I finally reached Boultbee. He was made of sterner stuff than the others. He was not prepared to agree to any of it without talking to lawyers. He would be unable to do so, as it turned out, for several days.
We met again the next morning. McDonough had rendered our agreement to paper, in a bowdlerized deformation. We started again. No, I repeated, they could not dictate to Hollinger Inc. This time Seitz and Burt were on the phone and Savage was present in person. I was now negotiating with seven of them. By the end of the day, we had got pretty well back to where we had been the evening before, and we adjourned. I consulted with my ill-assured colleagues. Atkinson was in favour of total capitulation; Radler was of the same view and was trying to negotiate his share options; Boultbee was almost unreachable but indicated he would not agree to anything. Kipnis threw in the towel. I was still without a lawyer in New York. The only legal counsel I had was Finkelstein telling me from Los Angeles that if I were satisfied that this was a sincere settlement on the part of the other side and not just a sighting shot on an endless demand for concessions, “it could be justified.” On looking back, I think that my naïveté in attending these meetings without aid of thoroughly qualified counsel was a serious mistake. What I negotiated was defensible, but I allowed too many ambiguities to survive in the signed agreement, which a competent counsel would have flagged; it was not until criminal counsel was brought on board a month later that I started to get adequately aggressive advice. By then, some of America’s leading barristers had counselled and seconded moderation. My intuition was to go to war at once, but I would have forfeited all goodwill from the directors from whom I still expected some support, would have been plunged into completely unknown waters, and would have been prosecuted, and probably removed, by the SEC, and I had absolutely no one to help pilot me through this instantly dangerous crisis. Sinister though it all was from the start, it took everyone some time to realize the proportions of Breeden’s assault, since he was now strenuously uttering placatory noises. Even three months later, eminent counsel thought my construction of the Restructuring Agreement was legally unassailable. That being the case, it is not clear that absence of counsel in November made much difference. Why would they have thought otherwise in November, when such counsel as I had did not?
I believe I could have shaken loose some support from the directors, and weakened Breeden’s hold on them, but he had complete control of the Special Committee, dominated them professionally and suborned them financially, and had thoroughly intimidated the Audit Committee with his threats to accuse them of negligence or involvement with unauthorized payments. Both committees would be taken seriously by the SEC and the courts, as they were until we got to a relatively serious trial.
The collapse of Radler, Atkinson, and Kipnis meant that at the board table only Barbara, Dan Colson, and up to a point Perle could be counted on. Breeden had what he needed and I don’t think I could have shaken that. Even Boultbee, though a doughty resister, was not interested in collective security. He had a Canadian hedgehog strategy, based on wrongful dismissal by Canadian standards, which he had a right to have applied, and on brokering his unique knowledge of the many tax issues. Going to war, given the cash-flow difficulties I experienced on a more leisurely timetable, would have created intolerable financial strain on my defence strategy, which, by necessity, had to be one of attrition, until the correlation of forces moved into closer balance, a long way back from my opening front lines.
The facts, only dimly recognizable at first, were that a coup d’etat had been skilfully executed. I had been decisively beaten before it started. (It reminded me of hockey fights I had in primary school. I lost more than I won, but most were determined by a flurry of punches at the beginning. In this case, Breeden had despatched me face down to the ice before I had even gotten my gloves off.) I made the best deal I could with Breeden and his minions. If they had honoured it, I could have stayed as non-executive chairman until it was clear that I had done nothing wrong and that they had no idea how to run the company, and could have reasserted myself. If they didn’t honour it, I would have three options: I could join Radler in his already contemplated course of acknowledging crimes, though I had committed none; I could collapse on all points except admission of crimes, like Atkinson; or I could fight, and never stop fighting, until I won or died.
Morally, there was only one choice. It would be terribly difficult and would require endurance of many more humiliating defeats until I could start to disassemble the pre-cooked Special Committee case against me, echoed by the media. Perle and Kissinger would waffle for a while until recognition of the balance of power would require, with finite regret, that I be abandoned and betrayed. Breeden had the hammer over Perle of claiming he had been over-compensated and had made self-serving investment recommendations, and indeed, investments (as he had, though I don’t think the company lost thereby, because we only acted on the ones that worked for us). Kissinger just followed the correlation of forces, as he did in all things, great and small. The life I had worked thirty years to build had been taken from me in an irresistible stroke, so swift and overwhelming it was hard to grasp at first.
All this is to say that if Breeden double-crossed me on the Restructuring Agreement, I would fight to the end, until success or a collapse of my ability to fight on; I have never considered giving up for a second. Nor will I.
The directors meeting scheduled for the appointment of Lazard occurred Friday morning, November 14. The meeting took place in our Manhattan offices on Fifth Avenue. I took the chair at the head of the boardroom table as if nothing had changed, surrounded by the directors I had appointed, with Breeden halfway down the table, his chair set slightly away from the table as if in a semi-observer position, rather than the man pulling the string. He spent most of the meeting sending and receiving messages, with his chubby thumbs and fingers on a childish-looking yellow plastic messaging device. I had no idea how much the independent directors really knew of the negotiations going on between Breeden’s group and me, but there was no reference to them. We were there to discuss the “Strategic Process,” as it was now known, which was essentially how we were going to sell the company – in part or in whole. Bruce Wasserstein and Louis Zachary (whom I had known in the same media mergers and acquisitions role at several previous employers) arrived and gave their statement of what might be attainable, including their preliminary estimate of $18 to $24 for the Hollinger International stock, if the decision was to seek a buyer for the whole company. I correctly judged that this would finally gelignite the stock price upward, though I also (correctly, as it turns out) saw no chance of achieving such a price and said so. Nor did I want to sell the company at all unless a tremendous price could be had. Breeden was throwing in with the Browne faction, but at this point claimed only to be addressing discontent and taking advantage of Wasserstein’s wonder price. At $24, the stock would go at three times its value at the start of the year. At that price, I would have been delighted, and a huge beneficiary of a sale. No one except me was telling the truth, but it wasn’t clear who was lying and who was merely mistaken.
In response to a question of Barbara’s, Wasserstein acknowledged that Hollinger Inc. had its own requirements and could be seeking recapitalization at the same time that Hollinger International was examining its alternatives. This strengthened my hand in the continuing tug-of-war as Breeden and his fig leaves, Paris and Thompson, tried to ensure that Hollinger Inc. would be paralyzed while Breeden pursued his leisurely and well-paid course. Lazard was engaged. Discussions with the other side had reached the point by this time where Paris and I were envisioned as being the co-directors of the Strategic Process.
The lawyer David Boies and two of his associates from Boies, Schiller & Flexner arrived for the now almost stale-dated 2 p.m. meeting with me. Breeden and his cohorts, in person and by telephone, continued their sit-in occupation of the boardroom. Boies and Breeden met in the corridor as Breeden was on his way to the washroom. They had known each other at Cravath, Swaine & Moore, a firm Breeden had quit because he was not going to be offered a partnership and Boies had eventually left, as a partner, to found his own firm.
In a later court judgment, the fact that I had been bushwhacked by events and had no opportunity to get proper counsel in time for these meetings was dismissed in the judgment of Vice Chancellor Leo Strine of the Delaware Chancery Court. He even claimed that I had choreographed Boies’s visit to the washroom so he could encounter Breeden there. I never quite understood why I would do this, but in the event, I had no ambition to control nor, as far as I knew, any influence on the bladders of opposing counsel. Boies told me, as Finkelstein had, that the concessions I was making were generous, but that if this was a comprehensive settlement, it could be justified. I had a feeling that more safeguards should be built into the agreement, but if Boies saw no need, I was satisfied. Barbara, who thought that Boies was not going to be the answer to anything, later said I was in shell-shock. I was stunned, but I was doing the best I could after being ambushed in very unfamiliar territory.
Atkinson was an excellent lawyer and colleague in relatively serene times, a cheerful workhorse with a good sense of humour. He covered himself in benefits he had earned by his diligence but, as chief legal officer, he was not blameless in leaving us all vulnerable to the inferno that followed. In those dreadful times, many people from whom I had expected better snapped. And some from whom I expected little held. It was constantly erupting human drama, its full implications visible to no one except Breeden and myself, both of us working for radically different endings.
On Saturday, I telephoned Paul Saunders. As Paul was an old friend who was advising Kissinger, I asked him about Henry’s attitude, which he assured me was very positive and reliable. I asked him about Breeden, as Paul, too, had been at Cravaths when Breeden and Boies were there. He did not have a high opinion of Breeden’s talents or personality, but he did feel that Breeden’s word could be relied upon when given.
This was the key to the present question. Boies, Saunders, and Finkelstein (and later lawyers from Sullivan & Cromwell) all had told me Breeden’s word was reliable. Breeden was pledging to do what he could to assuage the concerns of the SEC and assure it that the company was curing itself. These were experienced and sophisticated lawyers who knew the man and had no reason to mislead me as far as I knew. This was also Kissinger’s advice. Their assurances carried the day. Breeden, Burt, Paris, and Seitz all said that they admired the forthrightness with which I had accepted the principle that if money had been improperly paid and received, it should be repaid – instead of taking refuge in technical defences. They pledged to put the best possible public relations face on developments, although this was obviously going to be difficult.
They offered to show me the press release before it went out. All accepted the principle of assisting Hollinger Inc. in a phased transition away from its income that flowed through the management fee to Ravelston and on into Hollinger Inc. If their word was good, something manageable might just be possible. I had grave reservations, but peace was worth a try; if it did not work, war would be upon us soon enough.
On the information I had, I made the correct decision. Unfortunately, as would recurringly be the case in this horrible sequence of events, I was misinformed. The directors meeting resumed on Saturday evening, to rubber-stamp the Restructuring Agreement terms. I was to resign as CEO and remain on as a non-executive chairman. The allegedly unauthorized payments would be repaid according to a specified timetable commencing in December. Gordon Paris and I would be co-chairmen of the Strategic Process, which was to be conducted by Lazard and would explore the most profitable way to sell the whole company. There were a clutch of other provisions, including an insulting one restricting my use of the company plane to “business purposes.” I had rarely used it otherwise and had on such occasions repaid the company fully – and more than fully, as later events showed. Richard Perle was brought into the deliberations for the first time and strenuously objected to the whole line of reasoning leading to the Restructuring Agreement. He said that people were being judged on insufficient evidence and that reputations would be damaged unjustly. Barbara and I agreed with him.
It was the most difficult meeting I have ever chaired, and it was conducted entirely by telephone. Unfortunately, Dan Colson was unable to call in. Atkinson voted for the entire agreement. Radler was so inarticulate in his own defence that I had to improvise a defence for him, emphasizing all the profit he had earned the company in his acquisition, management, and disposition of the community newspapers; the part he had played in creating the huge gain in the Canadian assets; and the great improvement he had effected in the fortunes of the Chicago group.
I expressed, and felt, remorse that any ambiguity could arise over the payment of fees to the management where I had been the chief executive and expressed reservations about aspects of the proposal. But I said I could live with it if it was the directors’ wish and provided it was understood in all its elements, including the freedom of Hollinger Inc. to refinance, the need to maintain a steady upward flow of income to June 2004, and a shared effort to present a positive public face to the way these events had been addressed. My mistake was not to have insisted that all these matters be in the agreement, since I had now lost control of the writing of board minutes, which, when McDonough finally produced them, were severely spliced. Boies’ partner was on the call and took minutes reflecting what was actually said, but the opportunity to cite them never arose.
Henry Kissinger, after I acquainted him for the first time with something other than Breeden’s party line, wobbled until Breeden and Thompson spoke sharply about what the directors had agreed in their caucuses without management participation. Henry meekly retreated, and said no more. Richard Perle and Barbara continued to disagree and voted against the Restructuring Agreement, after Barbara had elicited from Breeden an admission that there was no evidence of wrongdoing by me. I and the other interested parties withdrew from the meeting, but not before I made it clear that my signing was provisional on confirmation of the facts as they alleged them. I could have refused to sign the agreement, but it seemed irresponsible. Breeden was promising to keep the SEC from turning this into a public relations fiasco for the company (as well as for me), and I thought that Breeden’s acknowledgement at the meeting that there was no evidence of wrongdoing by me and my retention as non-executive chairman were reassurance that they were living up to their word. Had I refused, it was clear that Breeden would go to his former employers, the SEC, and have them bring charges against me immediately and probably remove the management. I knew enough about the litigious climate in America to know that civil charges could be commenced at the drop of a hint and criminal proceedings could be quickly launched also. At least locking into the Special Committee process would drag things out while Breeden cranked out his invoices, before the U.S. government became a plaintiff, if it was going to, through the SEC or the Justice Department.
On the following day, Sunday, November 16, there was an executive committee meeting by teleconference. I was no longer the chairman of this committee (Seitz was), but I was still a member. The issue was whether to fire Jack Boultbee as an officer since he had refused to resign. Jack, it turned out, had some fears about what Radler might have done, but true to his characteristic terseness and reserve, he didn’t share them with me. Boultbee’s refusal was the correct move and he would successfully sue Hollinger International for wrongful dismissal (in an Ontario court). I warned the other people on the call, Burt, Paris, Savage, and Thompson, that dispensing with Jack would make the company unnecessarily vulnerable to a tax hit on a capital gains assessment by the Canada Revenue Agency of several hundred million dollars, which only Boultbee, as the chief tax strategist, had a clear idea of how legally to avoid. They paid no attention at all and fired him. I said I could not possibly support the dismissal of a valued officer without hearing his side of the case. I was the only dissenting voice, but they were soon asking for his advice and made a side deal with him to pay all his legal fees in all these proceedings. In the end, their cavalier treatment of Boultbee was a major factor in the bankruptcies of both Inc. and International. Without Boultbee’s know-how, hundreds of millions of tax liabilities would remain unnecessarily.
Later that night I flew to Toronto, having sent out a few warning emails of what was about to happen, particularly to the Southeastern people (the last communication I am ever likely to have with them), and my dear and faithful assistant in London, Rosemary Millar, who was already suffering from a cold, which shortly escalated to pneumonia, and then, six weeks later, was diagnosed as inoperable lung cancer. We had worked together closely for fourteen years. I would never see her again.
When I got to Toronto, I sent my final suggestions for the press release announcing my resignation, the Restructuring Agreement, and the Strategic Process, which Breeden most graciously accepted, and I emailed Breeden back, thanking him for his consideration. He responded the next day in the same spirit. This was the absolute high-water mark of our relations. There was an email from my dear Barbara, addressed to “Fat Fingers,” a brave attempt at simulation that life would go on as it had (replete with her endearing reflections on comparative svelteness). But all was changed utterly.
* M.A. Hanna Company, named after President McKinley’s chief backer, had been Hollinger Inc.’s associate in iron ore mining ventures in Labrador and Quebec, which supplied many of America’s largest steel companies. We made a takeover bid for Hanna in 1982, which was resisted, and there was some lively litigation in Cleveland, and an amicable settlement that left us with 28 per cent of the stock, and a strong board position.