In my opinion, the Silver Cloud III was the last of the true Rolls Royces. It was the last model built with a separate chassis which allowed the finest coach makers such as Thrupp and Maberly to supply elegant, custom bodies. Silver Clouds, such as the James Young Continental saloon and the Mulliner Park Ward coupe, have character. The new models, though full of hides and polished wood, do not. They connote wealth but not necessarily good taste.
James floated my 1963 Silver Cloud III down Post Street and glided it to an imperceptible stop in front of the Kensington Park Hotel, a nicely appointed inn occupying what was once exclusively the Elks Building. I had been unable to secure a proper residence and was therefore staying in a hotel. Mind you, I could have done worse than the Kensington Park. The inviting lobby with its warm Spanish wood ceiling was reassuring in an old world sort of way. Tea and sherry were served every day at 4:00 P.M. in front of the lobby's tastefully designed fireplace. Very civilized. It was not a bad place to temporarily call home.
James exited the Rolls and leered at the car double parked in front of us. Yes, it was one of those tasteless, new Rolls Royces with all the style of overcooked pasta. The owner of the new Rolls, a flamboyant man in a $3,000 overcoat, emerged from the hotel, gave the doorman a $50 tip so all could see, did the same with the valet who had retrieved his car, and recklessly slid behind the wheel. The tires chirped on the cool pavement as he sped off.
"Distasteful, isn't it, James?" I was referring to both the car and the clothes. When it comes to clothes it's not how much you spend but how you wear them. Some people can break all the rules and still look devastatingly dapper. Others? Well... Style, you either have it or you don't. And if you have it you have it all the time.
James gave me a discreet nod. The valet offered to park my car, looking forward to another $50 tip, but James would have none of it. Good chauffeur, that James. Worth the difficulty of finding.
It was 3:59 and not only did I not want to miss tea and sherry but I was expecting a visit from Caroline Avalon, daughter of Harry Avalon of Avalon Industries fame. I had known Harry for some time and had done several "odd" jobs for him. I had run into him earlier in the week at the Post Street Bar and Cafe.
"I'm now a man of leisure, Winston," he had said. "My daughter, Caroline, runs the business and doing a damn fine job of it too, I might add."
There was a pause as he attempted to relight his pipe. It wouldn't light so he placed it on the table and looked at me the way firefighters look at smoldering ashes. With Harry you were always being tested. I must have passed because he continued with his story.
"Have you read the Wall Street Journal today?" he asked.
"No, I'm afraid not. What have I missed?"
He took a copy from his lap and tossed it onto the table. It was folded so I could see a story entitled: "Halzbee Attempts Takeover of Avalon Industries." Harry sarcastically chuckled to himself.
"I take it you're not in favor of this takeover?" I said.
"Don't be stupid, Winston! Of course I'm not in favor of this takeover. Halzbee's a buzzard. Look at this." He opened the Journal to a full page ad placed by this Halzbee character. The ad was an impassioned plea for Avalon Industries stock and it contained no kind words for Avalon's current management.
"So what does this really mean?" I asked.
"It means we, I mean Caroline, could lose the business."
"Really?"
"Yes, really. Winston, Avalon Industries is a good business. It's profitable, returns a good dividend to the shareholders, and is solid as a rock. I made it that way. We have no debt to speak of. We've been conservative but by God we're still here today whereas many of our competitors aren't. Now along comes this scavenger Halzbee. He's planning to borrow against Avalon Industries' assets to buy the company. It's disgusting."
"Let me get this straight. He's going to borrow money to buy Caroline's company, using the assets of her company as collateral for the loan?"
"Yes. You can be sure he's got some fancy investment banker who will issue junk bonds to finance the takeover."
"Does that make sense?"
"Don't beat around the bush, Winston. You're asking if Avalon Industries is worth it. Well, here's the deal. If you sold all of the assets that make up Avalon Industries you could probably get around $180 million. With approximately two million shares of Avalon Industries stock outstanding, that works out to $90 a share."
"What is today's stock price?"
"Fifty-five."
"Oh." And there was the problem. "The company's worth more broken up than it is whole," I said.
Fireworks exploded in Harry's face while his skin turned the color of a Napa Valley merlot. "Damn it, Winston!" His fist rattled the table. "A company is more than a piece of paper. It's a going concern that employs people, real people with real families. These people buy goods and services from other businesses. That's what makes our system work. It's all part of the greater plan. Not to mention that we, I mean Caroline, donate an awful lot of money to community projects. You see, Winston, it's not just about paper profits."
"You're right, of course." Harry always had a way of making you feel like you had been caught with your hands in the cookie jar. My agreement calmed him only slightly.
"Do you think Halzbee can get away with this?" I asked.
"You're damn right he can. He already owns 7% of Avalon Industries. That makes him one of the larger shareholders."
Harry reached for his pipe and again tried to light it. "I should have kept a majority of the stock when I took the company public but we needed all the cash we could get. So I kept only 15%. I put the interests of the company before mine and now I'm, I mean Caroline, is paying for it."
"Come on, Harry. You know you did the right thing."
Harry grunted. "I supposed I did. I'm just frustrated. Halzbee plans to offer $74 a share and I can't stop him from doing it."
"That's a hefty premium over the current price."
"Avalon Industries shareholders are basically a satisfied group. His offer has to be very rich in order for them to sell."
"Can he afford to pay that much?"
"He must be able to," Harry said. "Of course, it really comes down to how much it's costing him to finance the deal. His investment banker will charge him an arm and a leg in fees. He'll have to subtract that from whatever profit he'll make. The higher the fees the less he can profitably afford to pay for the stock. We, I mean Caroline, can pay him off, buy the stock back from him at a higher price than he paid for it - its called paying greenmail - or let him make the offer. If the shareholders go for it, and I think they will, he'll own the company and sell off the assets, making a tidy profit at our expense."
"Yes, if the company is worth $90 a share broken up and he pays $74, he makes $16 a share."
"Not quite. Like I said, you have to figure in the interest expense on the junk bonds and those fees he's going to be charged by his investment banker. Once you figure those in he's probably paying about $86 a share."
"Still, on 2 million shares..."
"Yes, that's eight million dollars profit." Harry shook his head. "Small change by Wall Street standards but not a bad piece of change for a two-bit hustler like Halzbee."
"Unfortunately, what he's doing is not illegal, is it?"
Harry leaned forward and looked me straight in the eye. "No, but the way he acquired his 7% share of Avalon Industries was."
"What do you mean?"
"He used strong arm tactics to get people to sell him their stock. That's called extortion. And he'll probably use strong-arm tactics to acquire the rest of Avalon Industries."
"Can you prove that?" I asked.
"Well, no, but I know it's true."
"Still, without proof..."
"I know, I know. If I had proof I wouldn't need your help."
"Ah, then this wasn't a chance encounter?"
"I leave nothing to chance, Winston."
I smiled.
"You will help, won't you?" Harry asked. He reinforced his request with a gaze as sharp as the clothes he was wearing.
"Of course," I sighed.
"Good. I knew you wouldn't let me down. Winston, you're one of the few people in this world today that I can count on. I'll send Caroline to see you. Where are you staying?"
"At the Kensington Park Hotel."
"A hotel?"
I shrugged.
"I hear it's a nice one," Harry said.
"Very accommodating."
So here I was, strolling into the lobby of the Kensington Park Hotel to meet Caroline Avalon. I found her sitting in one of the comfortable chairs by the fireplace.
"Caroline," I said.
She turned and rose from the chair. Her gray business suit was impeccably tailored, her dark blue neck scarf unmistakably silk, her posture irresistibly sensual. Style, you either have it or you don't. Caroline Avalon had it and she had it all the time. A real femme d'affaire. She hurried toward me and gave me a hug. The poor girl was a bit rattled. I quickly poured two glasses of sherry.
"Caroline, what's wrong?" I asked.
"That annoying Halzbee followed me here. He made some awful threats and tried to bully me. That man is a real brute." Her eyes narrowed and her lips tightened.
"Your father doesn't care much for him either."
"I'm so glad Daddy ran into you." She smiled softly. "It's given him some hope. But I'm afraid I don't share his optimism. I don't doubt your ability, Winston, but Halzbee's position is too strong." She lowered her head.
"Never give up hope, Caroline."
"It's been a long time since I've seen you," she took my hand. She had that nostalgic look in her eyes, the kind of look Hollywood has made a fortune from.
"Yes it has," I said.
"I heard you spent some time in South America," she said.
"Yes, I did." I wondered where she had heard that.
"I always wondered what had happened to you. You just..."
I placed a finger on her lips. Some things should be kept in the past.
"Let's focus on the job at hand, shall we?"
She returned my smile and let go of my hand. I led her back to the fireplace.
"Do you know anything about business, Winston? Do you really think you can help?"
"Helping people is my business," I said.
The crackling fire provided a polyrhythmic counterpoint to the clinking of our sherry glasses.
* * *
"James, Harry may or not be right about Halzbee's extortion." I settled into a comfortable, antique armchair built in a more comfortable, antique era. "Harry is a fine gentleman but he's also strong-willed and used to getting his way."
"Yes, sir. The possibility does exist that he is exaggerating to serve his own desires."
"It is possible."
"I suppose we should test Halzbee to confirm it for ourselves."
"Very prudent, sir."
"And so what if he hasn't done anything illegal? The fact remains that if he gets control of Avalon Industries innocent people will lose their jobs. Halzbee will profit while others suffer. James, we cannot let that happen."
"No, sir."
"But it's quite a fix. Even if Halzbee made only a buck profit on each share he'd still pocket $2 million. Harry figures financing is costing Halzbee twelve dollars a share. That means he could offer $77 a share and still make that $2 million."
"If he lowers his financing costs he would be able to offer even more or make a greater profit," James said.
"If the deal stays as it is he's going to net a cool eight mil. He doesn't have much incentive to look for better financing."
"He would if someone else entered the bidding."
I looked at James with that look of amazement that I frequently have the opportunity to look at him with. "Yes, James, I suppose that would be an incentive."
"It may also help determine the extent of Mr. Halzbee's extortion, if any."
"Sort of like killing two birds with one stone."
"Yes, sir.
Good chauffeur that James.
* * *
"What the hell's this?" Harry roared. He slammed the Wall Street Journal on the table. I assumed he was referring to the story about Winston Churchill offering $76 a share for Avalon Industries. Caroline quietly sat next to him and did not look at me.
"Are you trying to buy our, I mean Caroline's, company? What do you want with Avalon Industries? I asked you to save the company, not take it over yourself."
"Harry..."
"I thought I could trust you. This is my reward for that trust?" He grabbed the newspaper and shook it in my face. "And after I got you that big house for that party you're going to throw."
He rose and grabbed Caroline's hand. She looked at me with moist eyes.
"But Harry..."
"Don't 'but Harry' me. Come on, Caroline, let's go."
He left in a huff, dragging Caroline with him.
* * *
Harry eventually calmed down enough to attend my party which was to be Halzbee's first test. He arrived with Caroline on his arm. His tux had seen a few too many social gatherings but he still looked dapper. Bespoke clothing is always an indication of true style.
Caroline was smashing. Her hair was Hollywood, her frock French, her aura alluring.
"What are you up to, Winston?" Harry asked.
"I'm trying to save Avalon Industries."
"How, by buying it yourself?"
"Relax, Harry. Trust me."
"And how can you afford to offer $76 a share? Where's your money coming from? Are you making a deal with someone else?"
"Relax and enjoy the party."
"Enjoy the party? How can I enjoy the party when my, I mean Caroline's, company is about to be taken over? To tell you the truth I wouldn't be here if she hadn't dragged me along. I was pretty upset with you. In fact, I still am to a certain extent."
I turned to Caroline. "I'm glad you brought him. Maybe it will soften him up."
Harry grumbled and filled his mouth with champagne.
"Do you know all of these people?" Caroline asked as I poured her another glass of bubbly.
"Most of them. They're professional party goers. The City is full of them. They come in useful when I need to throw a bash like this. I just order them when I order the party supplies."
Caroline laughed. It was good to see her laugh. She hadn't done much of that lately. She abruptly stopped laughing when Halzbee appeared.
"Well, well, look who's here: Harry Avalon and his lovely daughter." It was the flamboyant man with the new Rolls I had seen leaving the Kensington Park Hotel. He was wearing a pale yellow suit with an open collar blue university striped shirt. Can you believe it! A man that dresses that poorly has to be stopped on no other grounds than his crimes against sartorial decency.
"Halzbee! Who invited you?" Harry yelled.
"Actually, I did," I said.
"Churchill!" Harry screamed. "You've gone too far this time! Inviting this buzzard to your party goes way beyond reason."
Caroline's face dropped.
"Avalon, old man, don't be so annoyed," Halzbee said.
"Why did you come over here?" Harry growled. "What do you want, Halzbee?"
"Avalon Industries, of course!" he laughed. His face turned into soft clay and slowly transformed into a giant grin. It was the kind of face you'd like to blow smoke into, if you smoked.
"By the way," I said. "I'm your host, Winston Churchill." I extended a hand toward Halzbee.
Halzbee laughed again, louder and more animated than before. "Winston Churchill?" he said. He took a cigar from his vest pocket and did a poor imitation of the former British Prime Minister.
"Not that Winston Churchill," I said. "The Winston Churchill who's offering $76 a share for Avalon Industries."
Halzbee stopped laughing. He chewed the end of his unlit cigar, rocked on the heels of his feet, and stared at me. He stuck out his chin and looked down the end of his nose. "So," was all he said. He then spun on his heels and he was gone.
Harry watched him leave then turned to me. "What's the idea of inviting that buzzard to the party?" he asked.
"I wanted to meet him," I said.
"There are other ways to meet him," Harry growled.
"Yes, why taunt him and make him mad?" Caroline asked.
"I have my reasons," I smiled. "Enjoy the party," I said then I was gone.
* * *
Sometimes one must stir up the hornet's nest at the risk of getting stung. The morning papers reported Halzbee's new offer of $77 a share. The hornets had been definitely stirred. Of course, you can't let these things die down. A little more stirring is always in order.
"James, prepare the Rolls."
"Yes, sir."
The evening was cool but clear. It was time to give Halzbee his second test. I slipped on a dark gray, wool overcoat and added a tan cashmere scarf. Even stirring up trouble requires proper attire.
A little bird had told me that Halzbee would be dining at Amelio's, an expensive restaurant frequented by patrons who had something to prove. What Halzbee had already proved was his absolute lack of sartorial flair. I found him consuming a multi-course dinner in the company of a portable telephone and a little bird of his own. His suit was even more hideous than the appalling yellow thing he had worn to my party. No matter how hard you try you are never going to make a plaid sport coat over contrasting plaid trousers look like anything but a clown's costume. Style, never mind...
"Halzbee, old man," I said. I pulled a chair up to his table being careful not to get too close to that sport coat. The maitre d' approached but James intervened and prevented him from interfering. Good chauffeur, that James.
"Well, it's Churchill, isn't it? You are an annoying little gadfly, aren't you?" His sardonic grin was intended to impress his companion but she was much too interested in James to notice. "You have, no doubt, seen my latest offer for Avalon Industries."
"Yes, but I'm sure you have not yet seen mine." I pulled a press release from my coat pocket. "The way I figure it you can't profitably offer more than $77 a share for Avalon Industries."
You could almost hear Halzbee's brain calculating.
"That's why I'm going to offer $78 a share."
His face turned the color of molten lava then the rest of him erupted. "What are you doing!" he screamed. "You can't possibly make any money at $78 a share!"
"I can if my financing costs are significantly lower than yours are."
"What? That's impossible. No one can beat my deals, no one!" He paused for a few seconds. "How do you think you can do it?" he said.
"With first rate business acumen," I said. "Be seeing you, old man." I gave him a little pat on the arm with the press release and sauntered off. I saw him grab a phone as I walked out the door. Who would he be calling at this hour?
James, having seen to the maitre d', waited by the Rolls. He opened the door and I climbed into the leather encased back seat. James closed the door and slid behind the wheel.
"Home, James."
The Rolls rolled smoothly down Powell Street and onto Columbus Avenue, the main artery of San Francisco's Italian flavored North Beach district. As we approached the financial district James spent an unusual amount of time looking into the rear view mirror.
"See someone you know?" I asked.
"Someone I do not know," he replied.
"Then I think we should make their acquaintance."
He was able to keep the look of delight from his face but he could not keep it from his eyes. "Yes, sir," he said.
He tightened his seat belt and steered for a safer part of the city. The long and vacant streets near the City's southern piers were perfect. The car behind us followed and when we crossed the bridge onto Army Street James pushed the accelerator to the floor.
Now let me tell you, a Rolls Royce is not a high performance automobile. It was built for quiet, effortless motorway touring, not nipping and tucking through S-curves at 2g's. James kept the accelerator on the floorboard and the Rolls accelerated mildly, perturbed at having been asked to perform such a barbarian task, but giving it the old college try nonetheless.
James turned off the headlights. The tires yelped like wounded dogs as he coaxed the Rolls through a hard left turn and then a right. The sudden turns caught our pursuers by surprise and James had to slow down to avoid losing them. He stopped in front of a dismal warehouse with stained brick walls. Tall weeds grew along a rusting chain link fence and the wind squealed through the broken window panes. I emerged from the Rolls and waited in front of the building.
A dark blue Mercedes sedan slid to a rock-throwing halt. Both front doors opened. The driver stayed next to the car. The man in the passenger seat took giant strides toward me. The Mercedes' headlights were still on and all I saw was the man's silhouette.
"What can I do for you?" I asked him.
"Just shut up and listen. I have some business advice for you."
"Free advice?"
"Don't get smart. You just drop your offer for Avalon Industries."
"Now that doesn't sound very smart."
"It's a bad deal."
"Bad for whom?"
"For you." The man was now close enough to see. His head looked as if it had been molded inside of a football helmet. He certainly didn't look much like a businessman.
"Tell Halzbee he should take his own advice," I said.
The eyes in his football head turned into baseballs.
"Don't look so surprised," I said. "The only two people interested in Avalon Industries besides me are Harry Avalon and Halzbee. Harry Avalon wouldn't use strong arm tactics to discourage me. That leaves your boss, Halzbee."
"You're too smart for your own good," the football head said.
"It's all this free advice I'm getting."
He stepped forward but stopped when he heard a muffled whimper coming from near his car. He turned, stared into the headlights, then took a few uncertain steps toward the Mercedes. There was a lump on the ground and it was his partner. Before he realized what was happening, James was on him.
"Hey!"
"Tell Halzbee I appreciate his advice," I said to the man as he struggled against James' hold. "But a little competition never hurt anyone."
"It's going to hurt you," he grunted.
I smiled. James tossed the man toward the Mercedes. He stumbled over his driver and fell to the ground. I straightened my tie and adjusted my pocket square. Style, you either have it or you don't. And if you have it you have all the time.
"Home, James."
* * *
"I guess Harry was right about Halzbee's strongarm tactics."
"Yes, sir."
"How childish of Halzbee."
"Very."
"It's time to teach this chap a lesson," I said. "Appalling yellow suit and all."
"Indeed, sir."
"It's time to do some fishing and I've got just the bait."
I settled into a cozy study and went to work on a letter, a letter all about financing acquisitions. I typed it on letterhead stationery that used to belong to a banker I had once encountered.
"Ready, James?" I asked.
"Yes, sir," he said, looking a bit too physically fit for an investment banker. However, he did carry an air of authority.
"Here's the letter. You know what to do."
"Yes, sir."
Fishing is a sport for the patient. Just because you have the right bait doesn't mean you're going to catch anything. Besides, fish can sense tension and they'll stay well away from nervous fishermen. It's best to wait calmly. I waited calmly with a Bass Ale.
* * *
"Winston, you've let me down." Harry Avalon was not a happy man. "I've learned that Halzbee is going to offer $79 a share at tomorrow's Avalon Industries shareholder's meeting. I don't know how he can afford to pay that much and still make an acceptable profit. He must have gotten a better deal from his banker. But that's a dollar a share higher than you're offering. That may not seem like much, but it is to those who own thousands of shares. Our only hope is that the shareholders won't go for it."
"But they will, Daddy," Caroline said. "Wouldn't you? I'm afraid it's hopeless."
Harry hugged his daughter. "I guess we've lost the company, no thanks to you," he snapped. He stared at me then turned away.
"But Harry..."
But he was gone.
* * *
The Avalon Industries shareholders meeting attracted a great deal of attention. The rumor of Halzbee's sweetened takeover bid brought nearly every shareholder to the meeting. A large flock of reporters, smelling a good story, roosted among the crowd. Halzbee nested in the front row. At least he wasn't wearing that hideous yellow suit. Instead he was a picture of corporate sartorial boredom: a solid navy blue suit, white shirt and red tie. Traditional, but uninspiring. And no pocket square! I mean, really.
James waited out of sight just outside the back door. I strolled down an aisle and sat next to Harry. He barely acknowledged my presence. I nodded to Halzbee who was only a dozen seats away. He smiled like a man with emotional problems and gave me a childlike wave. Harry simmered like boiling chili.
Caroline called the meeting to order. She was very nervous. No good for fishing. Her strong public speaking skills abandoned her and her voice quivered and her eyes darted about.
Halzbee, using his clout as a major shareholder, had bullied his way onto the agenda and was given the floor after the conclusion of routine business. He took the stage and stood behind the podium.
"It's good to see so many of you here," he said. His shiny gray-blonde hair glimmered under the lights. "I am going to make your attendance worth your while." He paused. I assumed he thought he was adding to the drama. He wasn't. "I'm sure you are all aware of the recent offer of $78 a share for Avalon Industries stock." He snickered. "Peanuts, I say. You deserve more and you shall get more. Therefore, I hereby make an offer of $79 a share for Avalon Industries common stock."
The audience rustled and a dull roar drifted across the room. Halzbee stood at the podium, treating the roar as applause. When things had sufficiently quieted down, I stood up.
"That the shareholders of Avalon Industries are deserving is beyond question," I said. "So they deserve to know more about your offer."
Halzbee squinted. The stage lights prevented him from clearly seeing the audience. "What would you like to know about my offer?" he asked.
"For a start, where are you getting your financing?"
Halzbee arrogantly stuck his hands into his trouser pockets. Only his thumbs showed. "I have very strong financial backing," he said.
"And where is that coming from?"
"The West Coast Commercial Bank," Halzbee beamed.
"Really?" I put on my best puzzled look.
Halzbee then recognized my voice and cracks of concern began to show on his arrogant face. "What's wrong with that?" he asked.
"Nothing," I said.
"Well, then," Halzbee said.
"Who's your banker?" I asked.
"Mr. Richard Rigger, Senior Vice-President, if that's any of your business."
I plastered bewilderment all over my face. The shareholders next to me became curious. The reporters smelled blood and circled the waters.
"It's everyone's business because Richard Rigger has not worked for the West Coast Commercial Bank for some time," I said. "I believe he's in the Peace Corps."
The crowd rumbled.
"That's impossible," Halzbee said. "I met with him yesterday."
"I don't know who you met with, but it certainly wasn't Richard Rigger. He's no longer in the banking business."
"How do you know?" Halzbee challenged.
"A phone call to the bank will confirm it."
A louder roar filled the room. Cameras flashed. Reporters dashed from the room to call the West Coast Commercial Bank. Halzbee was stunned. Caroline quickly adjourned the meeting and the press descended upon Halzbee like locusts.
"This is your doing, I assume," Harry said.
I smiled.
"Damn good," he said. "I knew all along you wouldn't let me down."
* * *
The next day I met Caroline for lunch. We dined outdoors at Enrico's.
"I'm so glad we could have lunch," she said. That nostalgic look returned to her eyes.
"It's my pleasure," I said.
"Have you seen today's Journal?" she asked.
"No."
She handed me the paper and pointed to a headline: "Halzbee Drops Avalon Industries Bid; Churchill Follows Suit".
"Daddy says you were responsible for this. Is it true?"
I rose as James pulled my Rolls to a stop in front of the restaurant.
"Let me give you some advice, Caroline."
"And what's that, Winston?"
"Don't ever come to me for financing."
She smiled. I kissed her on the forehead and climbed into the Rolls.
"Home, James."