Time’s Bending Sickle

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7. Time’s Spoils

Tillie Cullen had been an old-fashioned navy wife. She took orders without question, for when her husband received his own orders, he never questioned them. She had packed and moved on short notice many times, and had made do with what she found. Although she had enjoyed the changes her husband’s business success had brought to her life, especially the entry into the social circles her Mississippi upbringing had taught her were important, she had no more curiosity about the nature of the business than she had had about the operation of the navy’s ships. She was satisfied if the ships brought her husband home, and the business bought them membership in the country club.
Nevertheless, she had a lot of curiosity about people, and this led to interesting insights about them. In our conversations about the business–always initiated by Jean–it became clear that she liked and trusted Howell Drew, but only up to a point. She admired his size, strength, and looks, and enjoyed a bantering, almost flirting relationship with him. He kept up his end expertly, calling her “Miss Tillie.” She also seemed confident in his ability to manage the company, and often expressed her gratitude that he had been there to keep things going when her husband died. But when she perceived that his ambitions for the company and his role in it were moving too fast for her, she dragged her feet with surprising stubborness. She was uneasy with the prospect of complicating the ownership of the company, and couldn’t understand why she and Jean shouldn’t retain control and pay Howell, like the rest of the help, to keep things running as they had been. Howell and Jean tried to explain to her that the business had to change as the world changed, or it would no longer bring in the money that bought her the life she enjoyed. She would accept the principle in the abstract, but would balk at many of the specific changes that followed from it. Why do we need more money? Aren’t we making a profit? Yes, but we need to invest in development, new products. Why? Because the business is very competitive, and changes rapidly. Couldn’t we borrow it? Yes, but it wouldn’t be wise, because interest is too high. If you sold all that stock, how could you keep strangers from taking over? You would still keep a controlling interest. And so on. Finally, when they thought they had answered all questions, Jean would say:
“So you agree that going public is a good idea?”
“I still just don’t like it.”
Once when they got to this point in a discussion, Jean got up, hands clenched in frustration, and said with a bitterness that seemed more intense than the situation demanded, “You never see what you don’t want to see.”
“I’m tired of talking about it. It’s time for my beauty parlor appointment.”
One Sunday when we were visiting Tillie for dinner, Jean went up to her old room to find some photos. Tillie and I were left alone over coffee. After some silent sipping, Tillie spoke quietly. “What do you think about this selling stock, Tony?”
I was surprised. Aside from the advice I had given Jean–which she had not acted on, as far as I knew–I had kept quiet. I knew that Tillie still held a grudge against me because we had deprived her of a wedding, though her daughter was just as responsible as I for that loss. But I think maybe she had come to trust me without really liking me.
“I think you should get some good professional advice from someone who is not involved. That’s what I told Jean.”
“But what do you think?”
“I’m no expert, but I think you need to do something to keep the company competitive. When I’m out selling, I find a lot of people trying to come up with new things. Some of them are ahead of us.”
She sipped her coffee, her lips making a pout as she swallowed. “I guess I’d better talk to Howard Peebles.” He was her lawyer.
Later the next week, Jean came into the office after lunching with her mother. “I really will have to make you vice president, but not just of good ideas.”
There were people around, so I moved my lips to say “Orgasms?”
She smiled. “In addition to that. Sales. What did you say to Mom?”
“About what?” I couldn’t think for a moment.
“Going public, of course.”
“Just what I told you. Get some professional advice.”
“Well, she did. She talked to Howard Peebles, who got one of the business school profs to meet with her. He told her more than she wanted to know, but the bottom line is that he convinced her that Cullen ought to go public.”
“Well, good. I hope it works out.”
“Why wouldn’t it? Come with me to tell Howell.”
Howell already knew. He had given some information to the business school professor, so he knew a decision was possible. Peebles had told him what Tillie had been told, and he had just talked to Tillie on the phone himself. He was as excited as a ten-year-old at Christmas.
“Isn’t it great? Now we can kick some butt out there, bring in some real boodle.” He noticed me and grabbed my hand in the beartrap at the end of his sleeve. “Tony, I hear that you talked Miss Tillie off the fence. Thanks.”
Jean said, “I think he should be a vice-president.”
Howell was too pleased to hedge much. “Who knows? Why not?” He squeezed my hand again. “Fein told me about the package you’re working on. That’s good, too. Sell a few of those, that’ll set off some bombs at EDS. Make us some moolarooney.”
“What next?” asked Jean, catching some of Howell’s excitement.
“Well, I haven’t been just sucking my thumb while Miss Tillie kept us in suspense. I’ve been getting accounting to gather the figures for the SEC registration, and two really first-class investment banking firms have already told us they would be interested in underwriting us if we ever went public. So there are a lot of things to be done, but this isn’t day one. We’re on the way.”
“I’d like to participate in this process, if I may,” I said, surprising myself as well as Jean and Howell.
Howell looked doubtful as well as surprised. “Everybody in the company will contribute to the process at one time or another. Did you have something particular in mind?”
“No, just interest.”
“Well, Tony,” he began somewhat patronizingly, “I’d be glad to have you on the team if you had some law or business training, but –”
“Have you ever taken a company public before?” I broke in.
“No, but I know how it’s done.”
“I could learn. I could help.”
“There won’t be time for you to learn on the job. I suppose we could use you on the dog and pony show after we file the registration.”
“Whatever. I’ll work hard, and I won’t slow you down.”
“Well, we’ll see. You could start by helping Abner get all the sales data together.” Abner Cross, my boss, needed the help; his records were often imaginative reconstructions based on other data.
The next six months were incredibly busy. When I wasn’t on the road, Howell let me hang around and watch some of the many steps in the arcane process of going public, and occasionally let me fetch and carry. Along the way, I learned a lot about the company. I also did a lot of reading in trying to understand what I was seeing. I even read the Securities Acts of 1933 and 1934; they were not page-turners.
During this busy time, I hardly noticed the approaching election of 1980. Howell would now and then curse Carter for some insufficiency in the economy, and express hope that Reagan would win, and Jean and her mother also voiced approval of Reagan. I was too busy to argue with them, and they were too preoccupied to take my barely voiced support of Carter as seriously as they might have. Perry Fein and Myron Fish were the only people I knew who admitted they would vote for Carter, and to tell the truth, I had my reservations. But Reagan was such a palpable absurdity. However, as we struggled to prepare material for the SEC, Reagan’s pledge to “get the government off people’s backs” began to sound good to me.
The meetings with the investment bankers went very well. There were questions about drift in the management after Cullen’s death, but Howell and Adam Furman, our poker-faced chief accountant, did a skillful job of defending what had been done despite the restraints imposed by Tillie Cullen’s lack of involvement. The bankers then began to put together purchasing and marketing syndicates that looked very promising–lots of big names.
Jean and I attended, as observers, the “all hands” meeting. Howell, Abner Cross, Adam Furman, technical head Steve Keller, and other Cullen management people, the outside accountants, lawyers, and representatives of the bankers thrashed out a timetable and a target date for the public offering. Veterans of the process warned us repeatedly of the need to stick to the timetable.
“The time between the day you file registration and the day it becomes effective is especially crucial.” This was from J. C. Attwell, the head representative from Barnes Knecht Frain, our main investment banker. He was balding, rosy-cheeked, paunchy man, always with the knowing smile of a central casting rich uncle. “If you aren’t ready to make your offering within a short time of your target date, the SEC might think your financial numbers are outdated and make you do them over. Think of your offering as a carton of milk, and your offering date as the expiration date. It may still be OK, but nobody will want to taste it.”
Howell assigned various people different chores to get ready for writing the prospectus. Once all the material was assembled, he wanted the teams to write it in a week. I had somehow earned a reputation for clear writing, so I was made preliminary general editor. Of course I wasn’t to muck about with the content, and the lawyers had final say-so on the language, but I was supposed to catch split infinitives and poor agreement–that sort of thing. That position gave me a good vantage point from which to see what went on.
Since the prospectus was written not by one committee but several, my job as editor turned out to be a big one. But there were opportunities for making brownie points along the way. Not only did I extract them from whichmires and rescue them from precariously dangling participles, I was able to catch several inconsistencies. I even caught a few mathematical errors and a couple of misleading statements that the SEC would surely have called us on. One of these involved pretty delicate diplomacy.
Rather than tangle with exalted management figures over their prose, I would bring my corrections in the form of queries to Howell. But one of the worst slips came from my own immediate boss, Abner Cross. I knew he was wrong because I had helped compile the sales figures. He had included as a completed sale a large possible purchase by one of the university branches; they wanted the equipment, but it was contingent on their getting a grant, and it was by no means certain that they would get it. We wouldn’t know for months, and Abner had managed to obscure the contingency clause in the contract. Abner, a good ol’ boy from Wichita Falls, used to sell adding machines and cash registers. He would not or could not acquire more information about the services he sold than his customers already knew. But he had a lot of old contacts and could be very persuasive–sometimes too persuasive. More than once our designers and programmers had to work overtime to make a system he sold do not what it was supposed to do, but what Abner had told the customer it would do.
I took the draft of that part of the prospectus to Abner’s office and knocked on the frame of the open door. In repose, Abner’s face looked like a melancholy hound dog. But in the presence of almost any other human being, his beefy features took on a glow and a flickering parade of almost every kind of smile, grin, or smirk one could imagine. When he saw me, he leaned back in his chair, rested his hands on his beer belly, and squinted at me in amused anticipation of some office joke. When he saw I was more serious than usual, the smile changed to one of innocent inquiry. I shut the door.
“Did I write ‘ain’t’ in my section, perfesser?”
“Nope. But I did find something I thought you might want to change before I show it to Howell.”
I showed him the passage and explained my concern as tactfully as I could.
“Shit, Tony, that system is as good as delivered. You know them boys are gonna get that grant.”
“But if they don’t, the underwriters and the SEC will come down on us hard. If they discover that this figure isn’t firm, even if the sale goes through, we’ll be in trouble.”
“How are they going to discover it?”
“They sure as hell will if the profs don’t get that grant.”
Abner still had his mouth stretched, but he was frowning. “They’ll get the grant, and nobody’ll know ‘less you tell them.”
“Why are you so reluctant to fix this?”
Abner looked around, sighed, and turned his most ingratiating smile on me. “Tony, that figure brought me my last bonus; if it goes, so does my bonus, and that’s already spent. My ass would be on the street an hour after that number changes.”
“Not necessarily.”
“Oh, yeah. Howell has been looking for a reason to can me. Old Oren would have worked it out, but not Howell, the son of a bitch.” He got serious, his smile almost pleading. “Look Tony, it’s my head on the block. No one would hold you responsible or expect you to discover this or to do anything. I’m willing to take the risk. Just drop it.”
“I’ll have to think about it.”
“Think about this. Where am I going to get another job? How am I going to live until social security kicks in?”
I left. Although I felt any number of qualms, I knew what I had to do. Abner could have made it easier.
Although I tried to soften the impact of my discovery, Abner was gone not long after I told Howell about the figures. Abner passed me in the hall on his last day. He grinned malevolently at me.
“You self-righteous little pissant. You’d better watch your own candy ass.”
I tried confessing to Jean. She was impatient with my guilt. “You don’t think he would have done the same thing if the situation were reversed?”
“I don’t know. He might have taken the chance that they would get the grant and the sale would go through. It might have been all right. He might have done that for me.”
“But you should not have taken that risk,” she said, “and I’m glad you didn’t. It could have jeopardized the company’s future.”
I was soon rewarded–and punished–for Howell offered me the job of sales manager. At the time I rationalized my promotion over several senior salespeople by saying to myself that I knew more about the whole operation of the company than they did, that I knew more about the technical possibilities of new products, and that I did have some ideas about increasing sales in universities. But I know now that my family connection and maybe some other factors were even more important. It took a while for morale to recover after my appointment, and one of our best older salesmen got another job as soon as he could.
In the meantime the process of preparing to go public was grinding away. I was soon involved in planning for the “dog and pony show,” a travelling series of presentations for potential investors. We had hired a filmmaker to do a video. It looked good and was informative, but it was afflicted with irritating, dorky music. I made them cut it, and found some fresh, public domain music that went much better–some of the seventeenth-century dances from Michael Praetorius’ Terpsichore. The exotic combinations of instruments like shawms, recorders, lutes, viols, and sackbuts gave these cheerful pieces a special piquancy. Even Howell tapped his foot when he watched the video, but didn’t notice the music enough to be distracted from the message.
Jean seemed pleased with most of these developments, but was curiously ambivalent about my promotion; she congratulated me, but then would accuse me of letting it go to my head on the slimmest of occasions. She herself was so caught up in following the preparations for going public that she seemed to forget the baby-making project. In a way that was good–at least there was a change in her obsessions. But it was not good in that she seemed to lose interest in our sex life. And that old distance between us seemed to reassert itself. The change was not abrupt or overtly hostile. It was just that Jean stopped inviting me to make love, and treated my own advances with a kind of impatience, as if I were a dog who needed to be taken for a walk. And she still had periods when she was withdrawn and brooding, when she would even forget about the company for a short time.
So I had mixed feelings when it came time to get on the road with J. C. Atwell of our underwriters, Howell, and the technical head, Steve Keller, for the promotional tour. I was concerned about Jean, even though she recently seemed cheerful and self-possessed. One thing I was looking forward to was that London would be our last stop in Europe, and I could take a day or two off there. I had to visit my banker client and work through a few minor details with his staff. But I could also play some music with Ian and his friends, maybe have a chat with Arthur. Maybe sneak in a bit of research on Hume. I was not looking forward to a number of intense, tiring days traveling and making presentations and answering questions. I was especially not looking forward to being with Howell and Steve Keller all that time. At least Howell could be lively, but Steve was cold and silent, rarely showing any emotion other than boredom and a kind of predatory intensity when money or technology was involved. He was thin-faced, thin-haired, and had pale blue eyes behind rimless glasses. But he knew our sevices, and could explain them with clarity and efficiency. I had never seen him stumped by a question. Atwell I didn’t know, but he seemed pleasant enough; perhaps I could learn some things from him.
Finally, after many weeks of hard work, we filed our registration statement with the SEC. Although we had to travel to conduct our meetings, we also had to phone the office frequently to keep up with the questions the SEC would inevitably start asking. It was a relief to me as we set off that the sales figures were as honest as I could make them. Nevertheless, thinking of Abner Cross still made me grind my teeth and wish that some other course of action had been possible.
Our itenerary began with a western hop to Los Angeles, and continued to Chicago, Toronto, Montreal, Boston, and New York; then to Paris, Milan, Zurich, Frankfurt, Hamburg, Amsterdam, Brussels, and finally to London. We would regroup in Dallas, rest a bit, add an Asian specialist, then make a last-minute run to Tokyo and Hong Kong. By then we would have decided whether it would be worth the effort to go on to Sydney.
The American part of the tour was a real marathon, with several meetings a day in most cities, and two in Boston and New York the same day. I was able to answer most questions directed to me, and Howell and Steve smoothly stepped in when they could see I was in trouble. Much of the time between meetings was taken up with critiques and attempts to polish answers to frequent questions and anticipate new ones. But there were times, especially on planes, when visions would come to me; in fact, they seemed to be especially frequent on this trip. When they came, I was usually too tired to resist. There were also moments of leisure on planes and over meals when J. C. Atwell would regale us with Wall Street stories. One was a long saga about a legendary raider and stripper, Connie Poser, who bought a succession of companies on borrowed money, inflated his compensation, laid off employees, then sold the assets. He financed his deals with a form of risky but high-yield securities Atwell disdainfully called “junk bonds.” Atwell spoke of how interest in these bonds was growing, especially among supposedly respectable businessmen. “I worry about them. The whole thing smells like a Ponzi scheme to me.” I kept quiet and listened.
The video got a generally favorable response from the investors, and I know of at least one in Hamburg who was sold by the music. As soon as he heard the first bit, the investor, an elegantly dressed man in his forties, smiled in recognition. After the meeting broke up, he asked Howell about the video. Howell remembered I had something to do with the music, and pointed me out. The man shook my hand vigorously.
“I congratulate you on your taste. Your company looks good, but so do many others.” His English was fluent, but he still said “ossers.” “The Praetorius made it a little different.”
“Thank you. I hope you’ll remember us when we make our offering.”
“I shall indeed.”
J. C. Atwell observed this exchange, and took a bit more notice of me. Once he sat by me on the plane and told some especially choice Wall Street stories, including one about how Connie Poser paid off his mistress so that she would supply him with her own daughter as her replacement.
At last we came to London, and had our last set of meetings. Howell and the others poured themselves onto the plane for home, and I collapsed in my old Bloomsbury hotel for a ten-hour nap. In the afternoon I rummaged around the British Museum, had an especially rich vision of Tobias Hume–it took about five minutes, but I spent an hour writing up my notes on it–and set off for Arthur Reed-Noble’s after another Indian dinner. I would meet with my banker the next morning.
I was disappointed to find Ian was not able to come, and that Marina had finished her study and returned to the States. We played piano quartets, with Cecelia playing viola. Cecelia had mangaged to borrow one of Ian’s cellos for me. We played the two Mozart quartets, and, despite Arthur’s grumbling about “getting indigestion from all this thick Viennese strudel,” the Brahms C-minor, the one with the juicy cello in the slow movement. Despite Arthur’s expressed distaste, he played well. As a sort of left-handed recompense, I played some of the cello transcriptions I had made of Hume’s pieces for solo viol. Arthur insisted that much was lost in the change from the softer, more subtle viol to the fuller-sounding cello, but he grudgingly admitted that they might bring viol music to a wider audience.
I returned Arthur’s copy of the Child ballads, but didn’t tell him of their effect on me. When he offered to sing “The Death of Parcy Reed” again for me, I joined the others in pretending to have urgent business elsewhere. We had a good-natured laugh, and, instead of depleting Arthur’s supply of Scotch, dragged him out to a neighborhood pub. After some friendly chat, Cecelia surprised me by saying slyly that Marina was disappointed that I hadn’t come back to London earlier. Derek also smiled knowingly and said, “Yes, you seemed to have made a favorable impression on our quiet little mathematician. Rang a bell, as it were.” I was surprised by this, but I won’t deny that I was pleased.
Cecelia, a little more seriously, said, “She wanted to be sure you knew her last name was Casberian, and that she was at Hopkins finishing her degree.”
“That’s interesting, but I don’t think I’ll have any reason to make use of that information. I don’t get to Baltimore much, and don’t know any string players there.” They all laughed, and we changed the subject.


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