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25. Time Decays
Jean was absorbed in a book when I got home from work. There had been a board meeting that afternoon, the first in which Jean had independent power to vote the Cullen stock.
She looked up. “Howell gave it to us. He’s going to make a formal bid to buy the company.” The book was a large-format paperback with a title suggesting that leveraged buyouts were a good thing.
“So he’s really going to go for it. How did the board take it?”
“Well, there were a lot of questions.” She smiled wryly. “Some I’d already been through with you. You should have been there. I think Howell would have made you change your mind.”
“I doubt it.”
“Howell is very persuasive.”
I knew that, but I still couldn’t believe that the board would, on sober reflection, think it a good idea. There were several bankers and a college president on the board–surely they wouldn’t be swayed.
“What’s he offering?”
Jean frowned. “I’m not supposed to say. But it’s more than double the current price.”
The stock was selling at nineteen and an eighth. He must be offering forty dollars a share.
“Are you going to vote for it?”
She looked me in the eye and lifted her chin. “I think so.” I started to speak, but she interrupted. “I know what you’re going to say. I’ve heard all your arguments. But I’ve got to think of the company.”
“I want you to think of the company. The company is the people.”
“It’ll be better for them in the long run.”
“With all that debt? For Howell, efficiency will mean firing people.”
“Then they’ll work harder.”
“They’re not bolting parts together. They’re thinking, and it’s hard to do that if you’re worried about your job.”
“There are lots of cases of buyouts that worked well. Gibson Greeting Cards–“
“For whom? The buyout artists make a bundle, but there are always losers, usually the employees.”
Jean looked away. “Just read this book when I’m done. I’m tired of arguing.”
There was a fairly big story in the local business pages, and a small one in the Wall Street Journal. Howell, along with Steve Keller, had put together a group of backers and investment bankers, one of whom was a strong supporter of junk bonds, for the buyout bid. What struck me as curious was that I didn’t see Tedesco’s name mentioned at all. My curiosity surged when, a few days later, a bigger story in both papers talked about how the company was now “in play,” and that “LBO shark Tedesco” was preparing to make a competing bid.
I suppose that Howell could have been negotiating with Tedesco about helping with the buyout, but couldn’t agree on terms, which may have started Tedesco thinking about the possibility of outbidding Howell. Why Tedesco would want the company, I couldn’t say. The physical assets were not great, so I wouldn’t think them tempting to a stripper. But what puzzled me even more was that the file I found, Howell’s “wopkraut” file, didn’t jibe with what was going on. What did those names and numbers under Howell’s and Tedesco’s initials have to do with the buyout?
The papers reported a rumor that Tedesco was going to bid $42 a share. I checked the stock market; CuCpS had closed the day before at twenty-one and a quarter. Well, Howell should be happy that we had got over the twenty-dollar hurdle.
J. C. Atwell got on the elevator with me, and started shaking his head as soon as he saw me. “Don’t ask!” he said. He had been asked by the board to determine whether Howell’s bid was fair.
“Aw, come on,” I teased. “I’m family.”
He continued shaking his head. “I don’t know why Jean seems to favor this. The bid would get nowhere without her.” He looked up, a question in his eyes.
“She thinks it’s a good idea. She’s read a book.”
He sighed. “Don’t quote me, but I have to say, from the stockholder’s point of view, that the bid is fair. But I still think it’s a bad idea.”
“What about Tedesco?”
“We haven’t got his bid yet. But if it’s more than Howell’s, it has to be fair too.”
“Even if it involves junk bonds?”
“That could be a problem for the company or the new owners, but not for the stockholders.” He moved closer and lowered his voice as the elevator slowed to a stop. “Can’t you use some friendly persuasion?”
The door opened and I escaped, answering only with a sheepish shrug. I chewed on the implication that my opinion didn’t carry much weight with my wife. But I had made my arguments, and felt inhibited about pressing them. After all, it was her father’s company, and now it’s hers, and I’m–what, not a parasite exactly, but I wouldn’t be involved if I were not Jean’s husband.
The market, after the rumor of Tedesco’s bid, pushed Cullen’s stock up to twenty-three and an eighth. It kept going up every day for almost a week. Then some people started taking profits and it dipped. But a new rumor that Howell was going to top Tedesco’s bid started making the rounds, and the stock took off again. Soon it was twenty-eight and three quarters.
Jean had become increasingly preoccupied. She read the papers and watched the market, but never raised the buyout with me or had much to say when I brought it up. I think she must have talked to Howell on the phone when I wasn’t around. She saw her therapist at least twice a week, and sometimes went in for extra sessions. She wrote a lot in her journal. She clearly wanted space, and I tried to give it to her, but I always left an opening for some kind of renewal of intimacy. We made love a few times, or tried to, but Jean was unresponsive and remote. The unspoken deal seemed to be that if I got my rocks off I would leave her alone. I played music when I could. I also “meditated.”
Tobias Hume and James Hill were celebrating. From the log walls of the tavern room and the sound of the language being spoken by the tapsters bringing in cups, jugs, and plates of bread and dried fish, I gathered that they were back in Sweden.
Toby raised his cup. “Your health, Colonel!”
Hill smiled and returned the salute. “And yours, good Captain!”
They drank. “Perhaps we shall soon celebrate your promotion,” said Hill, leaning foward across the table. “Once more, my hearty thanks for your help in the matter of that rogue Tucker.”
Toby smiled and waved his hand. “I am content to celebrate my pay. Forty Swedish daler fatten my lean purse gratifyingly.”
“Are you prepared for the campaign in Livonia?”
“Almost,” said Toby, frowning thoughtfully. “I lack a good, stout horse.”
“Ah, there I may be able to help. I know a man who has a gelding not three years old, a fine, sturdy mount. He owes me a favor. If the horse pleases you, I may be able to get it for ten daler.”
“I would be glad to see this horse, and would be in your debt if it could be had for that price.”
“We shall see it tomorrow.”
Toby was playing the viol for Duke Charles and a company of ladies and gentlemen. They appeared to be in the hall of a castle–I think it must have been at Reval–a fire was burning in a large fireplace at one end. Hill exchanged smiles with one of the ladies, who then said quiet word to a somewhat better dressed lady next to her. A boy of about six, with striking blond hair, sat on the floor and watched Toby’s movements intently for a while. Then, when Toby struck up the little march tune at the end of “A Soldier’s Resolution,” the boy hopped up and strutted about, producing smiles from all, even the duke. When Toby finished, the company rose and began saying their goodnights. The boy grasped the hand of one lady, very pregnant, and obviously his mother. She continued to speak to Hill’s lady and her friend.
Another boy, this one about twelve, thin and sleepy-eyed, approached Toby and languidly asked questions about his viol in Swedish ; Toby answered in respectful tones, thanking “his grace” for his interest. I later gathered that this was Duke John of Östergötland, half-brother of King Sigismund of Poland, and hence the dedicatee of Hume’s “Duke John of Polland his Galliard.” The object of Hill’s attention was his new wife, Elizabeth, who had been a lady in waiting to the princess of Mecklenburg, who was at that moment kissing her on both cheeks. The pregnant lady was Kristina, the wife of Duke Charles and the mother of young Gustavus Adolphus.
Toby was in a small church or chapel, carefully dressed. Hill and his wife, along with Henry Francklin, sat in the pew beside him, while the princess of Mecklenburg, Duke Charles and his wife, several other ladies and gentlemen, and a restless Gustavus Adolphus stood near the font. A baby was being christened. The minister repeated his blessing, placed his wet hand on the baby’s head, and the baby cried. The duke smiled and the boy made a face. The minister handed the baby to its mother, pronounced another blessing, and the company began to move toward the exit, talking quietly. Two of the other gentlemen spoke English. Toby bowed as the duke passed his pew, and he followed the group outside. It turned out that the chapel was in the castle I had seen earlier. A modest feast was served in the hall, during which Henry Francklin approached several of the guests, holding out a small volume to them. Soon he came up to Hill and Toby at the lower end of the long table.
“Colonel Hill, a happy occasion. And Captain Hume. As you see, I am at my album amicorum again. You both did me the honor to write therein. Captain Hume, you seem less melancholy, if I may say so.” He smiled.
“Your kindness and hospitality was very helpful to me, I thank your honor.” As Toby was chatting with Francklin, a high-booted messenger entered, bowed, and handed a packet to a gentleman, who immediately handed it to the duke. The duke moved to a window, opened the packet with his dagger, and read, with increasing agitation and anger.
“Colonel!” barked the duke. Hill jumped up and strode over, followed by Toby. The duke spoke rapid Swedish to Hill, whose expression grew more and more somber. Toby listened intently, but I couldn’t tell from his expression if he understood. Finally, Hill responded and bowed, then turned, gesturing to Toby to follow. Outside, in the courtyard, they called for horses.
“So?” asked Toby.
“That fool Gyllenhieln has let the Polonians beat him at Kokenhusen. We must go help pick up the pieces.”
“These Swedes need good Dutch training. They fight like bears, not men.”
Hill looked at Toby thoughtfully. “Aye, you fought with Prince Maurice. And you tried the Dutch drill at Sand Haven, but to little effect.”
“I had no authority, and was ill understood.”
Grooms trotted up leading their horses. As they mounted, Hill said, “We will speak more of this.”
Duke Charles, in armor, was speaking to Toby, Hill, Prothero, and other officers in a tent illuminated by three candles. He spoke quietly, but with the inflection, gestures, and eye contact of a persuasive orator. Now and then he paused while Hill translated for Toby and the other foreign officers.
“His Grace says that he will personally lead our forces. We attack just before dawn. The town will surely fall quickly, and the castle must follow. Colonel Prothero’s company will follow his Grace, my company will take the left flank, and Captain Hume’s the right.”
The duke spoke again, but Hill did not bother to translate, for the duke strode out of the tent shouting orders, the other officers close behind. Squires ran to help the duke mount his horse, and the officers hurried to join their units. Toby ran to where his sergeant waited with his company in a grove of tall firs. He glanced at his lieutenant, a tough old Viking with a butter-colored beard who barely tolerated Toby’s attempts at Dutch discipline, and his ancient, an aristocratic young man whose chin was trembling visibly. The soldiers fingered their swords, while those with firearms–mainly old arquebuses–blew on their matches. All, including Toby and the other officers, wore a strip of blue cloth around their left arms.
“Tell them to keep their pikes,” Toby said to the sergeant. “Pikemen must protect the shot. Any man who loses his pike will be flogged.” Several of the pikemen looked displeased when this command was translated. Of all the units, only Toby’s had a significant number of pikes.
The duke, on horseback a hundred yards away, raised his sword and pointed forward. As Toby’s company emerged from the woods, I could see the old walls of a town ahead, and beyond it a glimmer of a river. Peasants in cottages outside the walls ran inside and barred doors and shutters when they heard the clank of arms and saw the woods streaming with soldiers. The duke and a company of a hundred or so horse now began to gallop toward the main gate, two wooden leaves reinforced with iron, but looking old and vulnerable.
Toby’s company broke into a jog toward a part of the wall to the right of the gate. Toby had a pistol in his left hand and a sword in his right, with which he pointed toward a low place in the wall under which several market stalls were thrown up. Small arms fire could now be heard all along the wall, and the soldiers, who had been surprisingly quiet during the first part of the charge, now yelled with abandon. Toby reached the stalls, dodging under the roof just as a defender leaned forward and snapped his arquebus. It failed to fire. Toby climbed on the roof of the stall, stuck his pistol in his belt and his sword in his teeth, and grabbed the top of the wall. His company hesitated a moment, but the old lieutenant gave a deep-throated yell and leaped up himself. Soon they were all scrambling onto the stalls and over the wall.
As Toby dropped onto the platform on the other side, two defenders attacked with swords. Toby parried both thrusts and drew his pistol. The man on his left ducked out of the line of fire behind a guard booth, and the man on his right was skewered by the lieutenant as he jumped from the top of the wall. The other defender broke from the cover of the guard booth, jumped from the platform, and ran toward a cluster of soldiers just inside the main gate. Most of Toby’s company was now over the wall, with no enemy to resist them for maybe twenty yards. The sergeant, flushed, ran up.
“Men leave goddam pikes. Dey climb mit on vall.”
Toby shook his head. The noise grew outside the main gate as chopping and banging was added to the shouting and firing. “We must open the gate. Have the shot follow along the wall and fire at those men on command.” He pointed at the defenders on the ground. Toby then led his men around the inner platform until they were almost over the gate, driving a few of the defenders before them. Then Toby stopped. “All shot. Fire at once. Now!” The arquebusers, about twenty of them, fired a ragged volley at the fifty or so men protecting the gate. Three or four fell, but the rest, instead of engaging the attackers sword to sword, scattered.
Toby leaped down from the platform, and his men followed. A lone defender held his ground by the enormous bars on the inside of the gate. Toby raised his pistol and fired. Blood gushed from the man’s neck. He grasped his throat and leaned back against the gate, his sword slowly falling; then he slid down to a sitting position. Toby’s men wrestled the bars from the gate and began pulling it open. The dying defender slumped to his side and was dragged by the gate, leaving a smear of blood on the paving stones.
With a burst of shouting, the duke’s troops crowded through the opened gates. Toby’s men waved and called out, some pointing to their blue armbands. They swept forward through the streets toward the castle, which was protected by the river and a moat. Although now and then a sniper would fire from the upper window of a house, most of the defenders seemed to have retreated into the castle, for as Toby’s men approached it, the drawbridge was hastily raised.
The castle did not hold out long; I next saw Toby calmly walking across the lowered drawbridge, his hat and cloak in his hand, for it was warm. On the wall above, impaled on three of the spikes that lined the top, were three human heads. Seabirds fluttered around them, sometimes lighting long enough to tear off bits of flesh. In the castle courtyard, Hill and Prothero were seated at a table under a tree, poring over papers and maps, sweating and arguing.
“Swedish fighting won this town, did it not?” insisted Hill, jabbing the table with his forefinger.
Prothero jerked his chin. “And a great prize it is, valued so much that the Poles garrisoned it with a vast army of fourscore.” He nodded at Toby. “And that poor fourscore would have held you longer if it had not been for Toby. Having his shot fire all at once, though it killed but four, seemed to break the enemy quickly. You put much in adventure, my friend.”
“I wanted to give us a chance at the gate. It seemed to serve. But my men had dropped their pikes climbing the wall. We would have been hard put to reload.”
“And our small success here must be weighed with the rout elsewhere,” said Prothero. “When King Sigismund’s cavalry is in the field, the duke’s army is helpless.” Prothero mopped his brow, and Hill shook his head.
“And they will not use their pikes as they should,” added Toby. “Perhaps Count John will help. He has been much in the service of his cousin, Prince Maurice, and knows all the Dutch drill and tactics.” Prothero nodded thoughtfully, but Hill continued to shake his head.
I learned from history books that John of Nassau had come in the summer of 1601 to warn Duke Charles that King Philip of Spain might send naval aid to Sigismund, and that he was persuaded to stay and reform the Swedish army. I also learned that he had little success, and left in frustration a few months later with the army only half-reformed. I saw a montage of this period which seemed to confirm this: young Count John supervising the drilling of Swedish troops, arguing vehemently with Duke Charles and his officers, talking despondently with Toby and Prothero, who were of course sympathetic. I also saw Swedish soldiers shedding their heavy body armor and throwing away their pikes to meet Polish cavalry charges with swords and shouting, then being cut down by the horsemen. I saw Toby weeping over the body of his old lieutenant, his Viking beard stiff with blood. I saw many other things I’d like to forget: devastated fields, thin and ragged troops of peasant refugees trudging toward Sweden, mutinous Swedish soldiers shaking their swords at Toby, demanding pay and food.
Toby and Hill, leading a somewhat less ragged company of soldiers, moved across a flat landscape and entered a town. The battered walls had been partially rebuilt into modern defensive fortifications. But several of the buildings were damaged, and some looked newly built. Some were brick, some timber and plaster, some were logs, but not so many as in Sweden. Toby’s band was greeted by a young Swedish officer who seemed very glad to see them, mainly because they were to relieve him and he was eager to be off. After sorting through some papers, the officers toured the town. It was on a peninsula formed by a river and the sea. There were seabirds and a salt tang in the air, occasionally relieving the stench of a seventeenth-century town. The river was fairly broad, and not much activity could be seen on the opposite bank; three ships stood at anchor in the harbor, and a number of smaller vessels were clustered around piers or drawn up on the beach. This was Parnu or Pernau, a port town north of Riga, “Parno in List-land.”
The next morning the young Swedish officer and two lieutenants rode out the gates and headed north. Soldiers from their garrison who were on the walls called out insults and curses to their backs.
Jean was up before me, dressing for the board meeting. The stock had gone to thirty-six and a half, and Howell’s latest bid, according to the rumors, was forty-six dollars. Tedesco had, apparently, not tried to cap it.
Jean was grimacing in the mirror, checking for lipstick on her teeth. I dodged behind her, combing my hair. “I don’t suppose anything will change your mind at this point.”
“What if Howell, in a burst of entrepreneurial efficiency, fires me?”
Jean looked at me levelly. “I guess you’d have to look for another job.”
“Maybe I’ll go work for the competition. Tell them all our trade secrets.”
“Then we’ll sue you. Or enjoin you. Whatever.” She was not joking, and didn’t see my joke.
“Do you think I can get a job on my own?”
“We’d find out, wouldn’t we?”
“Call me after the vote and let me know how it goes.”
“I can tell you right now. We’ll accept Howell’s bid.” She clicked the top on her lipstick, patted her hair in a gesture that reminded me of Tillie, and walked out, her heels cracking on the bathroom tiles.
Jean was right. That afternoon, Howell stepped out of his office and gave a kind of Tarzan yell. Then he called to his secretary, “Wynona! Get your butt in here! We got to move some moola.”
For days Howell never moved at less than a lope. Steve Keller and the various bankers and junk bond people were in and out. The papers, after the initial story of the buyout, published interviews with Howell and Tedesco. Tedesco said that he simply reached the end of his resoruces, and felt that the value of the company did not justify going further. They couldn’t get much more out of him, except that he was now going to “focus on other projects.” Howell, however, was voluble about sharpening Cullen’s technological edge, moving forward, getting lean and mean, and so on.
One thing I found interesting: Howell said that some of the workers at Ramforce were trying to raise enough money to buy their company. Poor schmucks. “If they can come up with a reasonable offer, I think we can do business,” said Howell. “We would hate to lose them, but I think having our own hardware is something of an indulgence. In the interests of efficiency and the future growth of the company, we will have to make some initial sacrifices.”