He said, “I had to postpone a trip to British Columbia to hunt bighorns for this. I hope you’ve got something important to say.”
“I have,” Villiers said, and added without expression, “I’m glad you could make it.”
“I don’t much care for this clandestine way of doing things. Always been a straight-from-the-shoulder man, myself.”
“You were the one who didn’t want anybody to know about this meeting.”
The colonel made a quick, impatient gesture, like a short judo chop. “Let’s get at it. What’s on your mind?”
Villiers took his time answering. He was sizing the man up. Butler had manicured fingers and a diamond tiepin. His shoes were $125 Johnston-Murphys. The necktie was silk, possibly Dior. Clearly a man who liked to spend money: if he spent that much on his attire, he probably had ambitions of owning his own private steam yacht to take him on his trophy-hunting safaris. Probably had tens of thousands invested in his hunting wardrobe and armory. All of which suggested a direction of approach. Villiers said, “Heggins Aircraft is a tired old company. You let yourself be tapped to head it because five years ago there were plenty of Pentagon contracts to be had and you liked the sound of the seventy-five-thousand-a-year salary that went with the job. When the contracts started to come in, in fact, you liked it so much you bought into the company with borrowed capital. By last year you’d bought enough stock, mainly through stock options, to control the board of directors as well as the management of the company. You moved up from president to board chairman because you owned fifteen percent of the stock and got the proxies of another forty percent. But you had to borrow money to do it, using your fifteen percent as collateral. All of which makes you control-rich but cash-poor. Let me finish. It strikes me you might welcome someone to come in and take the clunker off your hands, if it would allow you to retire with a pocketful of cash and negotiable securities instead of the mountain of debts you’ve got now. You’ll correct me if I’ve given offense. I’m offering you cash in hand.”
“For control of Heggins?”
“Of course.”
“I own only fifteen percent of it, and that’s in hock. How can I sell the company when I don’t own it?”
A bit of a smile touched Villiers’ mouth for the first time. “You’re not dealing with a country boy now, Colonel. Your pretended innocence is misplaced. As long as you control your own board of directors, you can sell the company to anybody you please. Let’s not waltz, shall we?”
The heavy roll of Butler’s lips compressed. “Why do you want it? You said yourself it’s in bad shape. Not that I agree, but if that’s your opinion I don’t see why you’d be interested in the company.”
“Does it matter?”
Butler stood up, picked up his chair, and carried it forward five feet. It took him out of the direct beam of lamplight. When he sat down he said, “I spent my life as a military man. It’s a straightforward kind of profession, and you learn to tackle things directly, without beating around the bush-at least you do if you’re a good soldier. I’ll be direct with you, Villiers. If you were a blue-chip executive coming to me with this offer, I might not give a tinker’s damn what your reasons were. But one of the first things I learned at West Point was not to go into unknown country without prior reconnaissance. I’ve had you checked out pretty thoroughly.”
“And?”
“I’m not sure you’re the kind of man I’d want to do business with.”
“Then why are you here?” Villiers said, unaroused.
“I didn’t say I’d absolutely refuse to do business with you regardless of circumstances. I’m saying you’re going to have to convince me. Now, why do you want Heggins? To strip it of assets and close it down? Because if that’s your game, I won’t play it. I’ve got too many friends in the company. I won’t be a party to it if you intend to close the company down and lock them out.”
“Fine sentiments,” Villiers murmured. “But Heggins is going under, whether or not you sell out. What happens to all your good friends in the management when Heggins runs out of defense contracts?”
“We’ll limp along. Civil aircraft, an executive jet we’re designing, component parts. We’ve still got markets. I admit we may have to lay off labor, but they’re only hired on a contract-term basis anyway. It’s the cadre I’m concerned with. Forty or fifty top men.”
“If they’re good, they won’t have any trouble finding positions in other companies.”
“You’re admitting you’d close the company out if I sold it to you?”
“Nothing of the kind. I’m only trying to make you see that your sentimentality’s misplaced. Look here, Colonel, you helped the company once because you had the contacts to get government contracts. That’s over. You got passed over for promotion to brigadier general for the same reason you’ll let Heggins go under. You haven’t got what it takes to ramrod the company into shape. I have. I see a chance to build the company up and make a fortune out of it. If I didn’t, I wouldn’t offer to buy it. I’ve insulted you? Good. Let me tell you something, Colonel-you’re in a tight place now, your ability to deliver is on the line, and I’m the one who can bail you out. I’m offering you a stock swap with a sound chemical corporation which will give you fifty thousand shares of a rock-hard six-dollar stock in outright exchange for your Heggins shares, on which I’ll pay what you owe in your margin account. And I’m offering you options on twenty-five thousand shares of the same chemical stock at fifty cents over the going market, exercisable anytime in the next two years.”
“What chemical company?”
“I’m not at liberty to say. If you come into the deal, you’ll be informed.”
“I’m not a country boy either, you know. I don’t sign blank checks. For all I know, you’re offering me fifty thousand shares of an on-paper corporation which won’t cost you anything to issue but six dollars and ninety-five cents in printing bills.” Butler stared at him with fierce challenge.
Villiers’ eyelids dropped, covering his thoughts. He said, “I think you’re in the wrong game, Colonel. Don’t you realize how easily I can cripple you? All I have to do is start selling Heggins stock short to drive the price down. If I start a rumor that your sales are slipping, your sales will slip. Once the price of your Heggins stock drops enough you’ll have to come up with more margin, and when you don’t they’ll sell you out. I’ll step in and buy, and you’ll be toppled from control without a thing to show for it. I’m offering you a chance to avoid that. I’m offering you cash. I guarantee the stock you’ll get in exchange for your Heggins will be worth a minimum of six dollars a share on the open market at the time of the trade. If it’s not, I’ll make up the difference out of my pocket. Three hundred thousand dollars guaranteed, for your interest in Heggins and your signature on a contract authorizing the merger. Options on more. Now, let’s have your decision.”
The colonel sat silent and surly, not meeting Villiers’ eyes. After a long time he said in a smaller voice than he had used heretofore, “My position in Heggins is worth more than three hundred thousand at the market.”
“Nuts. By the time you pay your creditors, you’ve got less than two hundred thousand equity. Quit sparring, I won’t bargain with you. My offer’s firm.”
“You’ll pay the creditors, is that what you’re saying?”
“Of course.” Yawning, Villiers patted his lips; he knew he had won-he was already beginning to lose interest. Butler searched his face intensely, quarreling with himself in silence, but Villiers’ opaque eyes blocked all inquiry, turned the appraisal back, as effectively as if they had been the eyes of a dead man. He had long ago learned not to give anything away with his face.
Butler said finally, aimless and without strength, “How do I know you’ll treat my people fairly?”