NARRATIVE RECONSTRUCTION
December 12 to 16
Theodore Carter’s assessment of his position on the night of December 13 was an accurate one. He was indeed out of his depth.
By the end of that week so was Dr Bruchner. By then, he too had received strange callers and been involved in disturbing conversations.
Advokaturbureau Rungholt & Winkler in Bâle is an old established firm. There are now eight partners and most of their practice is concerned with tax and corporation law. On the list of partners Dr Bruchner ranks fourth.
He remembers being interviewed by Goodman and Rich on December 12 mainly because they arrived at his office without having first written or telephoned for an appointment. He agreed to receive them only when they pleaded that they had travelled from Paris expressly to see him.
The interview was brief. As soon as Goodman’s line of questioning became apparent, Dr Bruchner headed him off by explaining that his connection with Intercom Publishing Enterprises A.G. was purely legal and fiscal and that Intercom’s editorial policies were not his concern. He referred them to Carter. In response to further questions he did, however, tell them of Arnold Bloch’s existence and his ownership of the shares. There had been no reason to conceal facts which were matters of public record in the Zug Register of Commerce. He practised only one minor deception on them. He allowed them to assume that his refusal to give them any further information about Herr Bloch was motivated by professional discretion. His reticence was understandable. Dr Bruchner was already finding his ignorance on the subject of Herr Bloch a trifle absurd and he was reluctant to parade it unnecessarily. When Goodman said that they might later decide to interview Arnold Bloch personally, Dr Bruchner thought that a good idea and wished them well. After they had gone he told his secretary to buy the international edition of World Reporter for the next few weeks and check on it for references to Intercom.
During the morning of December 14 he received a telephone call from Theodore Carter. That was the morning after Goodman and Rich had been to Carter’s apartment.
Carter was in an excited state and at times barely coherent. He wanted to know how he could get in touch with Arnold Bloch. He said that the matter was vitally urgent but would not say why, nor what it was that had to be discussed. When Dr Bruchner gave him the Munich number, Carter said something in English about ‘taking the finger out’ which Dr Bruchner didn’t quite understand, and then explained that he had been trying the Munich number for two hours without getting any reply. Dr Bruchner had started to suggest that he send a telegram when Carter suddenly hung up.
Five hours later Dr Bruchner himself was trying urgently to reach Arnold Bloch by telephone.
That was after his meeting with Dr Schwob.
Bank Schwob of Bâle is a highly respectable concern. In Switzerland the privatbankier functions in much the same way as an investment banker or mutual-fund administrator in London or New York; he manages money for investors. The main difference between the Swiss private banker and his Anglo-Saxon counterpart is that the Swiss is not permitted by law to incorporate his bank and enjoy limited liability. He must back his judgment with his private fortune. Dr Julius Schwob is a third-generation banker and his fortune is considerable. A sudden request for an early meeting from such a man would be flattering even to a lawyer of Dr Bruchner’s standing and experience. He promptly rearranged his appointments for that afternoon to accommodate the banker.
The meeting took place in Dr Schwob’s somewhat shabby second-floor office. Present, in addition to Drs Schwob and Bruchner, was a procurator of the bank.
The procurator took notes. It was Dr Schwob who did most of the talking,
‘We have a client,’ he said, ‘who is interested in a foreign-owned company which you, Dr Bruchner, direct.’
Dr Bruchner was director of a number of companies owned by foreigners, so he just nodded politely and waited.
‘Intercom Publishing Enterprises A.G.,’ said Dr Schwob.
The lawyer failed to repress the grunt of surprise that came to his throat.
Dr Schwob interpreted the sound as an expression of disappointment. His deprecating shrug now made it plain that his client’s interest was neither shared nor commended by Bank Schwob. ‘A small affair, I realise,’ he said, ‘and not one to which you devote a great deal of your valuable time. Nevertheless, to our client it is of some interest. May we know the present status of the majority shareholding formerly owned by your late client, the American, Novak?’
‘Certainly. Early in November the shares were purchased from the Novak estate by Herr Arnold Bloch of Munich.’
‘Who still holds all of them?’
‘Yes.’
‘Do you act for Herr Bloch?’
‘I am not his personal attorney, but in the matter of this company I act upon his instructions and for his account.’
‘Then you could transmit an offer for the shares to him.’
‘I could, yes. Herr Bloch is, according to my understanding, acting in concert with certain French and West German associates.’
‘Is Herr Bloch an industrialist?’
‘He is an industrial public-relations consultant.’
Still, I take it that his associates would not be averse to making a profit on their investment if they were given the opportunity.’
Dr Bruchner thought before replying to that. The reasons Bloch had given him for wanting to buy Intercom had been convincing and he had accepted them. Bloch had planned to use it to channel publicity for his associates’ products and services to persons who might influence the awarding of government contracts, and had been prepared to pay a good price for the shares on that account. Presumably he still planned to use it that way. It was possible – Dr Bruchner did not know then about the sesame memorandum to Carter, nor about the bulletins which had been published – that he was already doing so. In that case Bloch would not be interested in selling out for a paltry profit on a mere ten thousand dollars. Dr Bruchner made up his mind.
‘I am prepared to submit any offer you may care to make for the shares,’ he said, ‘but I think I should tell you that Herr Bloch and those he represents did not buy the Intercom company with the object or expectation of making a profit from its operations. Their object was to maintain and control an established information service which could on occasion be of indirect assistance to them in pursuing their other business activities. Herr Bloch and his associates are persons of substance. It is possible, of course, that they could be induced to sell, but in my opinion an offer for the shares would have to be substantial if it is to be an effective inducement.’
Dr Schwob looked down his nose. ‘They paid ten thousand dollars American for the shares,’ he said. ‘Would you consider an offer of fifty thousand substantial?’
‘Fifty thousand francs?’
‘Fifty thousand dollars American.’
Dr Bruchner kept his head very well. He did not allow his jaw to drop and successfully resisted an impulse to grin foolishly.
‘I would consider that substantial, yes,’ he said. ‘Is that the offer you wish me to convey to Herr Bloch?’
‘It is.’
‘Then may I have it in writing?’
‘You may.’ Dr Schwob motioned to the procurator, who produced a document from a folder he had been nursing. ‘However, I must point out that this is a conditional offer. It is good only for two days, until the close of business on Friday, that is. If it is not accepted by then it must be considered as withdrawn.’
Dr Bruchner had been thinking quickly. ‘I may not be able to get a decision by then,’ he said. ‘As I told you, Herr Bloch is not the only one concerned.’
‘He is the owner of the shares. If he wishes to consult his associates he can do so by telephone. We have no intention of allowing our offer to be used as a bargaining counter.’
Dr Bruchner was on the point of saying that an offer to buy cannot be used as a bargaining counter when there is only one bidder, but thought better of it. If Dr Schwob really believed that there were others who might be prepared to pay outlandish prices for Intercom shares, this was no time to disillusion him. Dr Bruchner wished dearly that it had been permissible for him to ask the name of Bank Schwob’s free-spending client. Herr Bloch would undoubtedly want to know, too. But there was nothing to be done about that; to ask would be not only unthinkably indiscreet but also, since he would receive no answer, pointless.
So all he said was, ‘Very well. I will do my best to reach Herr Bloch today. In any case I will get back to you by Friday.’
He returned to his own office and set about getting in touch with Arnold Bloch.
There was no reply from the Munich number. Remembering the difficulty Carter had complained of that morning, Dr Bruchner was not surprised. He drafted a telegram reporting the offer and the Friday deadline and requesting an immediate reply. He had that sent off to the Munich address; then, as an afterthought, he gave instructions for a copy of the telegram to be sent to Arnold Bloch in care of the Munich bank he had used when he had paid for the shares originally.
Thursday afternoon came and there was still no reply from Bloch. Dr Bruchner’s secretary tried telephoning the Munich number again, but again without result. She telephoned the Munich bank. The bank said that it could not give out information about its customers but would forward a letter if requested to do so.
By Friday morning Dr Bruchner was worried. He had promised to give Dr Schwob an answer before the bank closed that day, and it was beginning to look as if his answer would have to be a lame admission that he had been unable to contact his client. He could request an extension of time, no doubt, and perhaps get it; but that was not the way he liked to do business with men of Dr Schwob’s calibre.
He told his secretary to try the Munich number yet again and to keep on trying it at hourly intervals.
At ten o’clock the number answered. Moments later the secretary spoke to Dr Bruchner.
‘The Munich number,’ she said breathlessly; ‘the police wish to speak to you.’
‘What police?’
‘The Munich police, Herr Doktor. The police answered the telephone.’
‘Very well.’
The man in Munich identified himself as a detective of the criminal police.
‘You are Herr Bloch’s lawyer?’ he asked.
‘I represent him here in Bâle. Why? What has happened?’
‘That is what we are investigating, Herr Doktor. A cleaning woman reported to the building janitor this morning that Herr Bloch’s offices had been broken into during the night. The janitor reported to us. I am in the office now. Do you know Herr Bloch’s office here?’
‘No.’
‘It is a small suite only, an outer and an inner office. There is a filing cabinet and a desk. These appear to have been searched. Herr Bloch is not in Munich at present, and the janitor has no knowledge of his whereabouts. We cannot tell whether anything is missing until Herr Bloch or someone representing him can make an inventory of the contents. Do you know where Herr Bloch can be found?’
‘I thought he was in Munich. That is why I am telephoning his office. His bank has an address for him. They would no doubt give it in an emergency, if requested to do so by the police. He gave the name of the bank and his own name and number in Bâle. ‘If you reach Herr Bloch today,’ he added, ‘please ask him to contact me at once.’
The detective said that he would do so.
Just after three o’clock that afternoon, while Dr Bruchner was trying to decide how best to frame a request to Dr Schwob for an extension of the deadline, a telegram from Arnold Bloch arrived:
OFFER FROM BANK SCHWOB SHOULD BE REJECTED AS TOTALLY INADEQUATE. INFORM THEM OFFER IN DOLLARS U.S. OF HALF MILLION WOULD BE CONSIDERED AS MINIMUM BASIS FOR SERIOUS NEGOTIATION THOUGH DELAY PERMITTING COMPETITIVE OFFERS WOULD DOUBTLESS ESCALATE ACCEPTABLE FIGURE. ADVISE DEVELOPMENTS BY TELEGRAM POSTE RESTANTE 1065 BRUSSELS COPY TO MUNICH.
BLOCH
The telegram had been sent from Stuttgart.
Dr Bruchner read it through twice, concluded that Arnold Bloch had taken leave of his senses and decided to disregard most of his instructions.
When he got through to Dr Schwob he said only that Herr Bloch had rejected the offer.
‘You mean that he does not wish to sell at any price?’ demanded Dr Schwob.
‘No, he does not say that. He describes the offer you have made as inadequate.’
‘Has he given you any indication of what he would consider adequate?’
Dr Bruchner began to sweat. He did not want to quote the astronomical asking price mentioned in Bloch’s telegram for fear of being himself condemned as frivolous and irresponsible. He had his and his firm’s conservative reputations to consider. On the other hand he was most reluctant to lie to Dr Schwob. If the banker’s client was prepared to pay fifty thousand dollars for shares with a nominal value of ten thousand, he obviously wanted them very badly, was perhaps determined to have them. It was conceivable that such a man, if thwarted, might decide to make a direct approach to Arnold Bloch. All parties would then learn that Dr Bruchner had not only disobeyed a client’s written instructions but also misrepresented them. He would stand convicted of unprofessional conduct. He tried to hedge.
‘Herr Bloch indicates that he does not feel that your present offer could provide even a starting point for serious negotiation,’ he said. ‘He does not, I repeat, say that he will under no circumstances sell. But he is clearly unwilling to sell except at a price which I am afraid your client would find prohibitive.’ He floundered on hastily, away from that danger zone. ‘As I told you at our meeting the other day, Intercom has for Herr Bloch an indirect commercial value – indirect, distinct and quite unrelated to its face value as a going concern, and certainly much greater.’
The last part of this speech had been accompanied by sounds of impatience from Dr Schwob’s end of the line. He broke in now.
‘Evidently,’ he said, ‘our client had this indirect value, as you call it, in mind when he asked us to make this offer on his behalf. The figures speak for themselves.’
For a moment Dr Bruchner felt easier. If the banker and his client both accepted the fact that what they were bidding for so extravagantly was not just a decrepit little publishing company but a subsidiary asset of that company, an asset as intangible and as hard to evaluate as, say, goodwill, then the whole discussion suddenly became less unreal. The prospective buyer, Dr Bruchner decided, was probably one of Arnold Bloch’s business rivals.
His relief was short-lived. He had started to say something about the difficulty of arriving at a fair price in these cases when Dr Schwob cut in peremptorily.
‘How much?’ he said.
Dr Bruchner started to hem and haw.
‘How much?’ Dr Schwob repeated sharply.
Dr Bruchner still tried to postpone the evil moment. ‘Half a million,’ he mumbled.
But Dr Schwob was merciless. ‘Francs?’ he demanded.
There could be no further evasion. Dr Bruchner took a deep breath. ‘No, dollars American,’ he said and waited for the sky to fall.
To his utter astonishment it didn’t. There was a two-second silence and then Dr Schwob said quietly: ‘A moment, please.’
A longer silence. The banker was evidently thinking. Then he spoke again.
‘There is no doubt about that figure, Dr Bruchner? No possibility of error?’
‘None. I received my instructions in writing from Herr Bloch.’
‘I see.’
Emboldened, Dr Bruchner conveyed the rest of his instructions. ‘I was to tell you also, Dr Schwob, that the half million should be considered as a minimum price. Should delay in negotiating the sale give others time to put in higher bids, Herr Bloch would not feel bound to accept the half million. This is in no sense an exclusive offer to sell at an agreed price.’
‘I understand the position.’ Dr Schwob’s tone was calmly businesslike. ‘Naturally we will have to consult with our client. If he should decide to instruct us further in the matter we will let you know.’
‘Thank you.’ Dr Bruchner had quite recovered now. ‘Would you like me to send you a letter confirming Herr Bloch’s counter-offer?’
‘I don’t think that will be necessary.’ The banker paused as if about to end the conversation, but then went on. ‘Your client is a bold man, Dr Bruchner.’
‘He seems to know his own mind, yes.’
‘And with that knowledge goes prudence, I trust.’
Since he was privately of the opinion that his client was demented, Dr Bruchner did not quite know how to reply to that. ‘I would very much hope so,’ he said awkwardly.
Dr. Schwob was suddenly jovial. ‘I would very much hope so too,’ he said. ‘Goodbye, Dr Bruchner.’
‘Goodbye, Dr Schwob.’
Dr Bruchner put down the telephone, wiped his forehead with his handkerchief and called for his secretary. To Herr Bloch in Brussels he sent the following telegram:
BANK SCHWOB CONSIDERING YOUR TERMS. WILL KEEP YOU INFORMED DEVELOPMENTS IF ANY. REGRET MUNICH POLICE REPORT YOUR OFFICES THERE FORCIBLY ENTERED LAST NIGHT BY UNKNOWN INTRUDERS. POLICE REQUEST EARLY PRESENCE YOU OR AUTHORISED REPRESENTATIVE IN ORDER DETERMINE PROPERTY MISSING.
BRUCHNER
He thought next of Theodore Carter’s anguished call earlier in the week and considered telephoning him to pass on Bloch’s poste restante address in Brussels. Then he decided not to telephone. Two days had gone by without further word from Carter, so presumably his need to contact Bloch was no longer urgent. He knew that this was wishful thinking on his part; but with so much else on his mind concerning Intercom he did not want to hear about Carter’s troubles just then. Carter could wait.
He called for the current Intercom back-number file.
Normally Dr Bruchner did not trouble to read Intercom. His secretary disposed of the weekly issues as they arrived by inserting them in a loose-leaf box file. There was a file for each year and they were kept on a shelf in her office. In earlier days Dr Bruchner had sometimes referred to them – usually in order to brief himself in preparation for a meeting with the General – but he had had no occasion to do so recently. As he had told Goodman, what went into Intercom was nothing to do with him. He managed the company’s business affairs; the rest was in Theodore Carter’s hands.
Now, however, things were different. Dr Schwob’s calm reception of Bloch’s preposterous counter-offer had made the lawyer curious. By now, too, he was wondering how his own position would be affected if the company’s shares were to change hands for a large sum of money. He had talked glibly about indirect values and subsidiary assets, but why had nobody seen before that they existed? While the General had been alive there had never been even so much as an inquiry about Intercom shares, much less an offer to buy them. Yet within three months of his death there had been two offers, first from Bloch – and he had paid more for the shares than they had then seemed to be worth – and now from Bank Schwob’s client. What had happened to Intercom? Why had it suddenly become so desirable a property?
He began to read.
Dr Bruchner is not only a trained lawyer. As an able-bodied adult Swiss male below the age of sixty, he is also a trained soldier. He is an army reserve major and his annual training that year had included attendance at a course on staff duties.
He had no difficulty in singling out the SESAME bulletins as likely Bloch contributions. It was obvious that they had not been written by Carter. However, the satisfaction he derived from the discovery that he could detect stylistic differences in English was short-lived. Although he was not sufficiently well informed to be able to identify the bulletins as NATO and Warsaw Pact classified intelligence leaks, he knew enough to find them collectively rather disturbing. Reviewing them in the context of his recent conversation with Dr Schwob, he began to get worried. He had a suspicion that there was something going on with Intercom that he would rather not know about.
Better then, he wondered, not to inquire further? Better to leave it alone? He himself was, after all, acting in complete good faith, as no doubt was Dr Schwob. They were merely trusted intermediaries between the prospective buyer and the prospective seller of a piece of corporate property. The motives of those principals were really not their concern, legally or morally.
However, Dr Bruchner did like to leave his office for the day with a clear professional conscience, and that evening he chose to clear it by reversing a decision he had made earlier. He put in a call to Theodore Carter with the idea of giving him Bloch’s poste restante address in Brussels.
There was no reply from the Intercom office – it was after six o’clock – so he put in a call to Carter’s home number. There was no reply from that either. So Dr Bruchner sent Carter a telegram giving him the address. In the circumstances, he felt, he had done his best to be helpful.