Make a Killing Page 2

  “Did I wake you, Chip?”

  “Who is this?”

  “Scott Jordan.”

  There was a brief pause, and the rustling of linen. “It’s almost midnight, boy,” he said with faint resentment, which changed instantly to hopeful inquiry. “You at a party or something? I can be there in twenty minutes.”

  Chip Ennis was an irrepressible reveler, usually available at the pop of a cork. He was also an account executive at one of the large Madison Avenue advertising agencies—that rare exception in a generally neurotic industry—even-tempered, well-adjusted. He had a file-card brain, indexed with assorted information, often impractical but sometimes useful. On tap for instant recall were thumbnail sketches on miscellaneous personalities, sporting events, and social minutiae.

  “No party tonight,” I said. “Relax. I need some information.”

  He sighed in resignation. “All right, brain-picker. Go ahead.”

  “Can you tell me anything about a man named Ben Mornay?”

  “Sure. Public relations chap. Mornay-Herlie Associates. Fairly new outfit, but very hot indeed, and already playing in the major leagues. A couple of big clients on their roster.”

  “Do you know Mornay personally?”

  “I wish I didn’t.”

  “Elaborate, please.”

  “If you don’t mind a prejudiced viewpoint. I don’t like the chap, Scott. He’s an operator, an ambitious, cynical, opportunistic, money-hungry s.o.b.”

  “Some recommendation.”

  “You want a recommendation? Steer clear.”

  But it was too late for his advice. “Would you know what he’s working on now?”

  “I would. It’s getting enough publicity. The proxy fight for control of American Theaters.”

  I sat erect, almost dropping the phone, my mind racing. “Did you say something, Scott?”

  I tried to keep the excitement out of my voice. “Who does Mornay represent?”

  “Management. He was hired by Felix Gurian himself.”

  “You’ve been a great help, Chip. Many thanks.”

  “Don’t thank me. Just adore me. May I go back to sleep now?”

  “You may.” The line went abruptly dead.

  I stood up and paced the room. I had been tired and now I was wide awake. Chip’s information had dispelled some of the mystery. At least I could see some connection between Ben Mornay and myself. But I still had no idea what he could have been looking for in my office.

  So he was working for old Felix Gurian, the president of American Theaters. The key, perhaps, to my problem. American Theaters. That great chain of movie palaces, those ornate architectural monstrosities that proliferated across the country during the lush years of Hollywood’s dominance in the world of entertainment, before the blinking idiot box of television became a fixture in almost every living room. A sprawling complex of theaters that even now might insure the financial success, if not the critical kudos, of any picture booked into its circuit Now the whole operation was the subject of a raid—a power grab by outside interests.

  I crossed to my desk and picked up a folder fat with literature. The stuff had been inundating my mail for over a month. Letters and circulars, facts and arguments, inducements and exhortations from the two opposing sides in a proxy fight for control of the company.

  Originally, American Theaters had been a subsidiary of Zenith Films. But then the Justice Department moved in. The combination of producing company and exhibiting chain, they charged, was a violation of the anti-trust laws, and Zenith Films had been compelled to divest itself of all realty holdings. Eastern bankers who by that time dominated the Hollywood end had taken this opportunity to ease old Felix Gurian out as production chief of Zenith, allowing him a consolation prize—the presidency of American Theaters.

  Felix Gurian, seventy-seven, original founder of Zenith Films. A man who had emerged from a Manhattan loft in the early nickelodeon days and had migrated west to form the company. He had nursed it and watched it grow, with a roster of glittering stars and world-wide distribution, ruling his empire with the inflexible fist of an Oriental despot. But nothing is static. Circumstances change. And when the movies suddenly found its tongue, vast investments had to be made in sound equipment and new techniques. The producing of films required the kind of heavy sugar available only to bankers. They recognized the potential and put up the money. By controlling the purse strings, they also controlled managements. At first, Felix Gurian had behaved like a hysterical mother deprived of her offspring. But he was impotent, and ultimately he accepted the inevitable.

  It was not too bad. Tangentially he was still connected with the industry. And successfully, too. For years American Theaters had yielded great profits. Films provided an escape from reality; contrived excitement and vicarious romance were the essential opiate. From coast to coast the masses queued up in double lines, shoving money at cashiers in exchange for a two-hour dream of shadowed illusion. Registers rang exultantly. Money poured in. Executives lolled in their swimming pools; stars basked in veneration; writers became rich; producers and directors wielded princely powers—and only the local head-shrinkers knew that everything was not quite so rosy in fairyland.

  And then, without warning, disaster struck.

  The cathode ray tube was invented. Television became a reality. The challenge of free entertainment on home screens was inexorable. Business sloughed off. Red ink glared malignantly from annual audits. Consternation gripped Hollywood. Top executives gathered in desperate conclave around board-room tables searching for remedies.

  What they devised were lead-plated innovations: wide screens, full color, three dimensions; Vistavision and Panavision, Cinerama and Smellorama. But these were hypos that carried a sterile solution for a moribund industry. They failed to generate sufficient box-office activity. And the giant shadows spoke to half-empty auditoriums in the huge movie palaces that were uneconomical to operate.

  American Theaters was forced to cut its dividend. Then it stopped paying any dividend at all. Stockholder gloom prevailed. The gloom turned to bitter resentment as investors watched a steady erosion in the market value of their shares. Bleeding from the pocket can be extremely painful, and the pain was exacerbated by the sight of their stock selling at prices well below the book value of its real estate alone.

  Which made the company a highly attractive prize—ripe for plucking by a man like Charles Winston Barlow.

  Some men seem to inhabit a sphere quite different from ordinary mortals. They are endowed with special and unique attributes; they are driven by harsher ambitions; they hunger after more inaccessible goals. Such a man was Charles Winston Barlow. A name familiar to readers of the Wall Street Journal or Business Week or Fortune or the financial pages of any daily newspaper. A charter member of that curious breed of capitalist newly emerged into prominence, during the last decade or so, through a series of bitter proxy fights for control of various corporate enterprises. The financial buccaneer marauding among the canyons of Wall Street.

  Naturally, individual opinions on Barlow differed. In some quarters he was regarded as a crusader, rescuing derelict companies from poor management and ultimate insolvency. Others viewed him as a rapacious predator, slavering over a helpless victim, looting and draining off its assets. My own guess was that he stood at neither extreme. It depended, I suppose, on how one fared personally, whether you were part of a suddenly ousted management team looking for a new job, or a disgruntled investor whose depressed shares had suddenly come alive in active trading.

  One thing was certain. Charles Barlow had mastered the complexities of corporate infighting. He reigned over a stable of accountants, lawyers, statisticians, economists, and highly trained executive personnel. Some of his men sat in offices poring over business charts, balance sheets, railroad loadings, and cost-of-living indices. Others were out campaigning in the field, constantly on the alert for likely candidates that might fit into the network of Bar-low’s holdings. When they saw a com
pany he could use, they moved fast and ruthlessly. They knew how to absorb the tax loss of one outfit into the capital gain of another. Their manipulations over the years had put him in firm control of an intricate web of corporate setups.

  Now Barlow’s sights were set on American Theaters. He was preparing to add the chain to his collection.

  Only a few insiders knew when he had first started to accumulate shares. He had bought quietly, unobtrusively, through dummies and street names, keeping the price down. Then, as rumors began to leak, he had moved boldly into the open market. About three months ago he had decided the time was ripe. He had approached Felix Gurian and demanded representation on the Board. The old man, resentful and bitter, remembering his loss of Zenith Films, had refused.

  So the issue was joined, the battle lines drawn. Barlow had filed notice of intent and had launched his appeal to the stockholders.

  My own involvement was both personal and professional. Personally, I held two hundred shares of the company’s stock in my own name. I should have dumped it years ago, but I hung on all through the decline. Stubbornness, I suppose, and a touch of sentiment. The stock was part of a fee from my first important client, Calvin Wyant, long since dead.

  Professionally, I was handling a legal matter for Wyant’s daughter. And part of Anne Wyant’s estate included one of the largest privately owned blocks of stock in American Theaters, so I had her interests to safeguard too.

  As a stockholder in American Theaters I had received considerable mail from Barlow’s headquarters. He had opened his campaign with a barrage of letters and full-page ads in the daily press. A task force of glib and sincere-sounding emissaries had fanned out across the country, soliciting support and proxies. Meetings were held in key cities, often addressed by Barlow himself, or by Eugene Naylor, his chief of staff.

  I removed one of his letters from my folder. It was printed in bold type, hard-punching and direct.

  FELLOW STOCKHOLDERS!

  The time has come to act. As the true owners of American Theaters, you can no longer afford to sit back and wait for your company to go into bankruptcy.

  Since 1954 it has been operating at a deficit.

  Why?

  Has your president, Mr. Felix Gurian, made any effort to initiate economies? Can he explain why he continues to draw a salary of $75,000 a year? Or why his son and his son-in-law are still carried on the payroll at $50,000 a year each? A total of $175,000 a year for these three officers alone. Paid out of a treasury already depleted by neglect and incompetence.

  Simple arithmetic. But bad business. An example of callous disregard for your rights. A contemptuous exercise of greed and nepotism. Such compensation is warranted only by a management that can operate profitably. Mr. Gurian and his relatives have demonstrated a total inability to understand or cope with the problems of your company.

  Seventy percent of your theaters are losing money. The rest are yielding less than two percent on invested capital. What does your present management offer? Vague remedies; unkept promises; AND more red ink.

  Your company urgently needs new blood and revitalized direction. It needs a fresh team at the helm.

  It needs men with vision and know-how…

  The indictment went on in that vein. Strong stuff, I admit. And the barrage of letters that followed continued the attack. Charles Winston Barlow knew how to touch a sensitive nerve. It had given Felix Gurian cause for concern. And I could understand why the old man had invited all stockholders in the New York area to a meeting at the Hotel Sheridan. Hoping, I imagine, to renew their support and try to win back their confidence.

  What I could not understand was the purpose of Mornay’s visit to my office. What could he possibly hope to find? My two hundred shares of stock would hardly affect the election one way or another.

  3

  The Orchid Room was designed to accommodate several hundred people. Outside of some fancy plasterwork on the ceiling, it had a clean, efficient air. At one end was a platform on which stood a long table supplied with several microphones. The microphones were powered by a public-address system, in case one of the directors needed extra volume to override the complaints of a dissident stockholder. Facing the platform were rows of folding chairs.

  When I arrived, the chairs were empty. Not because I had arrived early. Glancing around, I estimated the attendance at over a hundred. They were busy now at a buffet that stretched the full length of a side wall. Mr. Felix Gurian was furnishing lunch. And not the usual stockholder lunch either. No cardboard box complete with cheese sandwich, apple, and cookie.

  Today we were getting the full treatment. This lunch was more in the nature of an extravagant shindig celebrating the emergence of some pampered debutante into high society. Lobster salad, guinea hen, and sliced prime ribs, with appropriate trimmings and an adequate supply of distilled spirits. The hotel staff, in crisp white gear, ladling out nourishment, were polite and smiling. I wondered who was picking up the tab for this opulent cornucopia—American Theaters or Mr. Felix Gurian personally. Because if the corporation was paying, then we, the stockholders, were, in effect, treating ourselves. Which was perfectly all right, since we were entitled to some return on our investment, but then Mr. Gurian was not entitled to credit as host.

  I got in line and accepted a generous helping. People were seated now, eating off their laps. I joined them and went to work cleaning up my plate, then I went back for a brandy. Sipping slowly, I took a look around the room at my fellow stockholders. They were a grim lot, running the full spectrum of size, age, sex, and dress. My gaze was suddenly held by two men standing apart from the herd.

  One of them would have stood out anywhere in any gathering. You could not mistake the commanding presence of Charles Winston Barlow. He was a broad man, rock-solid, with a leonine head and that special flavor of impetuous force and complete assurance of top-echelon executives. A high-bridged jutting nose dominated the bold features of a squarely chiseled face. At the moment, he gave an impression of low-pressure affability, but I knew how it could instantly calcify into inflexible toughness.

  His companion, Eugene Naylor, was tall, distinguished, and well preserved. Seeing him, I remembered a previous proxy fight. Naylor had once been head of Eastern Industries, when Barlow won control of the company, almost ruining Naylor at the time. Two months later, in a rare show of benevolence, Barlow had offered him a position on the victor’s staff. Benevolence may have had little to do with it. Eugene Naylor was an experienced hand, urbane, persuasive, articulate—talents Barlow could utilize.

  The usual procedure in a gathering of this kind is to serve refreshments after the meeting. So feeding us first had been deliberately planned. Gurian’s aides probably felt that a satisfied stomach promotes a sense of tolerance and well-being. Qualities he was certainly going to need. A smattering of applause greeted a group of men who emerged from a side room and headed toward the platform. The men took up positions behind the table, smiled in unison, and sat.

  In the center was Felix Gurian, flanked on either side by a pair of company officers—his son and son-in-law. Gurian was a long angular man, with a skull denuded of hair and a bony Armenian face, dark, brooding, leathery. Despite his age, he sat erect, in rigid militance, his eyes like burning coals that had singed the bristling white brows. I remembered reading that he was a fanatic about health foods, geriatric supplements, steam baths, and starlets. The years had slowed him down on this last item; the loss of Zenith Films had deprived him of the source. He was stuffed with memories and money and he could have retired to bask in the Florida sun; instead he chose to fight for the remnants of power.

  He acknowledged the applause, raised a hand for silence, and nodded to his son-in-law, who rose and elevated the mike.

  “Good afternoon. I trust you enjoyed your lunch. My name is Jules Iselin and I am your executive vice-president.”

  More applause, not especially enthusiastic. He had good teeth, a round face, and a generous amount of meat evenly
distributed over the rest of him. But there was nothing soft about his voice. It was crisp and authoritative.

  “First, on behalf of Mr. Gurian and the officers of your corporation I would like to extend a cordial welcome. We are grateful for your presence.” He managed a rueful smile. “I see that several members of the opposition are here and of course they, too, are welcome.”

  About as welcome, I thought, as a pair of alligators. There was a shuffling of feet as people shifted in their chairs to crane their necks for a look backward. Iselin regained their attention by manfully clearing his throat into the microphone.

  “This special invitation was issued,” he went on, “because Mr. Gurian was anxious to address you personally before the annual meeting in October. A great deal of misinformation has been circulated and he wanted to explain his position and tell you about his plans for the company. I hardly think he needs any introduction. Your president, Mr. Felix Gurian.”

  The old man arose. The by no means unanimous applause had more the flavor of politeness than approbation. His eyes made a circular sweep of the room, glinting as they rested briefly on Barlow and Naylor. Then his voice, oddly pettish, and still carrying some trace of a foreign accent, began:

  “Ladies and gentlemen, thank you for coming. I will try to be brief. Those of you who have been stockholders in American Theaters for any length of time will, of course, remember happier days. For many years your company, under my management, showed substantial profits. Dividends were paid regularly, even during the Depression. Very few companies can boast of such a record. And those days, I promise you, will return again. Look at the facts…”

  He went on, neither brief nor especially convincing. He spoke for thirty minutes. It was a familiar recital, rehashing material contained in his letters. He blamed the company’s difficulties on the high cost of taxes, the high cost of labor, the high cost of film rentals. He laid down an intemperate barrage against his archenemy, television. When, finally, he paused for breath, a female voice broke in, trumpeting loud and clear: