7
Then the Sprague estate struck gold.
It came about this way.
If you follow Wall Street at all, you will remember the story of Manderling’s of Cleveland. At the time it was probably the largest, certainly the oldest, of the closely held retailing empires. Though Manderling was traded on the Big Board, the family owned close to fifty percent of the voting shares, and the bylaws of the company were so written as to discourage any hostile takeover attempt. Most of Manderling’s competitors—the Bloomingdale’s and Saks Fifth Avenues of this world—had already been gobbled up. Manderling’s remained virtually the last plum. A ripe plum, Wall Street thought, because unlike most department store chains, Manderling’s traditionally owned its own real estate, and these assets, some analysts said, had been vastly undervalued in the corporate balance sheet. An overripe plum, even, because there had been dissension in the family ranks. Apparently some of the have-nots, that is, the mere seven-figure Manderlings of the younger generation, were taking issue with the way their eight-figure elders were running the company into the ground, even though the ground itself was valuable.
Enter Braxton’s as investment bankers and my firm as legal counsel, both of us retained “to advise the family on certain financial matters and to explore opportunities in the field of mergers and acquisitions.” (I quote from the joint press release that went out at the time.)
I think, in passing, that I may inadvertently have given a wrong impression. In a strictly professional sense, my work may have set me apart from my peers in the firm, but I socialized with many of them, and a group of us, all divorced and close to middle age, found a certain camaraderie not only in shoptalk but in such diverse activities as bemoaning our alimony payments and pooling our bets on the Triple Crown races, in which activity yours truly served as secretary and treasurer. A foursome among us—usually Buck Charles, Art Fording, Phil Lamont, and I—even went to the Belmont each June, taking over the Charles family box for the outing. I was therefore well aware of our involvement in Manderling’s, and when Kitty Goldmark, as executrix, began buying the stock for the Sprague account, I covered myself carefully, with letters from Kitty in the file concerning each purchase and a confidential memo from me in the same file, disclaiming any role in the transactions other than my purely formal one.
By the time the firm’s involvement became public knowledge, Manderling stock was already “in play.” The players were clearly betting on a takeover, and though there were inevitably a few bears—those who claimed that we and Braxton’s had been retained only as a sop to the younger generation from the older, who had no intention of selling the company—the price of the shares climbed up and up, up and up. And Kitty kept buying.
In point of fact, the bears weren’t entirely wrong. The company was indeed for sale. But it would never, under any circumstances—and probably this was the one point on which the Manderling clan could reach quasi-unanimity—be sold to Jews.
Whence Braxton’s, whence ourselves. For if the issue had to be dealt with subtly, nonetheless our real mission was to find Manderling’s an alternative to the Spodes. A White Knight, in other words, and one of good Christian persuasion.
The Spodes were Harry Spode and William (“Buddy”) Spode, father and son corporate raiders par excellence. They had made quite a splash as New York real estate developers, starting in the early seventies when Buddy came into his own. More recently, they had joined the takeover game, at least on two occasions taking control of unwieldy conglomerates and selling off the pieces for more than they had paid for the whole. In the bargain, they had been left with an oil products company, a food distribution company, a film studio, and assorted other goodies. They owned, it was said, the half of Atlantic City that Donald Trump or the mob didn’t.
When the Spodes filed their intentions with the SEC, it startled the Wall Street smart money into full churn and sent the Manderlings into a panic.
Whence, as I say, Braxton’s. Whence ourselves.
I knew that we had succeeded in bringing other suitors into the game, and that the Spodes had one offer rejected by the Manderling board of directors, flatly and unceremoniously. A second, sweetened offer was similarly rejected, though a little more ceremoniously. And one Thursday, right after lunch, Kitty Goldmark put through a sell order by phone, confirmed by messenger, on all the Sprague estate’s holdings in Manderling’s.
The bottom fell out the next day. At a morning press conference, a Manderling spokesman announced that, having considered several offers and found them insufficient, the company was ceasing negotiations with all outside parties. For Manderling’s, it was back to “business as usual.” Not to be outdone, Buddy Spode told the media that he had better things to do than try to get in where he wasn’t wanted and that he and his father had already begun liquidating their holdings in the company. Just before noon, the New York Stock Exchange suspended trading in Manderling’s. By that time, though, the Sprague estate had already cashed in profits of just over a million dollars.
All hell was to break loose at the firm over the weekend, and at Braxton’s. Documents were reviewed by internal committees and depositions taken, not only to ascertain who, if anyone, had cost us the fat fees that would have accompanied the successful sale of Manderling’s, but to make sure our collective noses were clean when the inevitable stockholders’ suits began to be filed. No one, of course, thought to look into my sector, which was just as well.
Meanwhile, I had my own investigation to carry out.
I tried phoning Kitty all that afternoon. I knew she was busy until late Sunday, for her Connecticut branch had a Saturday wedding and she had some sort of anniversary brunch back in the city the following noon. I left messages for her everywhere, but it wasn’t till late Friday evening that she called me back, from some Stamford hotel.
“I’m sorry, darling,” she said. “I’ve been running all day. I’m exhausted. Let’s just say good night and catch up on Sunday.”
“We’ve got to talk, Kitty.”
“We’ve got our whole lives to talk, my sweet. I’ve got to be bright and beautiful tomorrow, and if I don’t get some sleep I’ll never make it.”
Logical enough, I’d agree now, but there was a trace of impatience in how she said it, as though she wanted to get rid of me. As for me, I wasn’t in my most logical mood.
“It can’t wait, Kitty.”
“What can’t wait?”
“What happened today. Yesterday and today.”
“Tommy,” she said, and now the impatience was clear in her voice, “you’re starting to drive me a little crazy. What can’t wait?”
“Manderling’s.”
“For God’s sake, so I made a little money, what’s wrong with that?”
“You didn’t make a little money. You made a lot of money. And as smart as you are, I can’t believe you made it just by looking into your crystal ball.”
She didn’t say anything for a minute. I tried to picture her, where she was sitting, what she was wearing. I couldn’t.
“Tommy,” she said then, her voice taut, “I think you’d better say exactly what’s on your mind. Unless you’ve gotten so paranoid you think your home phone’s being tapped.”
No, I hadn’t gotten that paranoid.
“I’ll tell you what’s on my mind. Information. Insider’s information, of the kind that’s now illegal, in case you haven’t heard. Your timing was too good, Kitty. Nobody could have played it so right without knowing exactly what was going to happen ahead of time.”
“So?”
“So we live in the age of the computer, Kitty. The Manderling fiasco—what happened to the stock—is going to be scrutinized within an inch of its life. They’re going to run every transaction through their computers, every buy, every sell, and when it took place, and yours are going to pop with little red flags attached.”
“Well,” she said angrily, “I don’t see what makes you so uptight about it. You’ve made me cover you every which way. I bet you’ve already checked your files to make sure.”
In fact I already had, but I didn’t like being reminded of it.
“I didn’t think we were talking about you or me, Kitty,” I blurted out. “I thought we were talking about us.”
Even as I said it, I knew I was making a mistake. Perhaps I’d wanted to antagonize her? If so, I succeeded beyond my expectations.
I’d never heard such a tearful and shrewish outburst from Kitty, not even at her angriest. How could I do this to her? How could I call her in the middle of the night (it wasn’t the middle of the night, and who had called whom?) and lay these threats and accusations on her? I was supposed to be her lover, wasn’t I? Here she was, on the verge of the worst weekend of her year, and where was the support she needed from me? The support she had every right to expect? How was she supposed to get through the weekend when the only one she could turn to in the world accused her of being a criminal? She couldn’t believe it! Maybe it was a good thing she was finding out now who I was, sooner rather than later. And maybe it was high time somebody did use me, if I, Mr. Stark Thompson III, wouldn’t use myself!
This last suggests that the outburst was far from one-way, but I remember little of my side of it. I did accuse her of using me. More than anything, though, I remember the sensation of blood rushing to my head, of a pounding congestion and the feeling of something beyond anger—is rage the right word?—which Kitty, and only Kitty, was capable of arousing in me. I also accused her of using her brother. Goldmark would have been a logical source for her, wasn’t he a senior managing director at Braxton’s? I remember her laughing me down at that. Did I really think she was that stupid? Did I really think Teddy was the only man she knew who knew something about the market? Which led me to further charges (“What does that mean?”) and her to further ripostes (“Exactly what you think it means!”). And something about the Spodes because yes, of course she knew the Spodes, she’d done the bar mitzvah reception for Buddy’s older son.
But beyond that? Only the sense of charge and countercharge, ugliness against ugliness, in a futile and exhausting escalation. A finally unequal escalation, I should add, for there was no way—ever—I could outrecriminate Kitty.
And Ted Goldmark’s warning, yes. I put it down now because I remember it ringing in my head that awful night.
“Stay away from her, Tommy” was what he’d said that day in the office, by our elevators. “She eats guys like you alive.”
And yes, I’d thought at other times, yes, Kitty’s brother, that’s exactly what I want her to do. But this night, recoiling before her on the phone, I knew what he’d meant.
As for Kitty and me, I do recall, quite clearly, the last words of our exchange.
Here were Kitty’s, a bitter conclusion:
“I’m going to hang up now. I’m going to take a sleeping pill—you know how I hate doing that, but what choice do you leave me—and try, if I can, to forget that this conversation ever took place.”
And mine:
“Good night, Kitten.”
But I doubt she heard mine, for the phone had gone dead in my ear.