This Little Piggy (6) “Of our two hundred and twenty traders, these gentlemen represent the crème de la crème of Norwest. I imagine they’ll put away about eighty percent of the ITI deal, as well as be the primary post IPO supporters,” boasted Marino of his central casting crew. Wasting no time with ‘getting-to-know you chatter,’ the young traders started hurling questions. “The concept sounds great, Bob,” said the first. “But have you got any real acquisitions identified?” “Fellas, you know I can’t name names,” replied Bob, cleverly slipping through a loophole. “But examine my record. I made almost two hundred and forty hospital acquisitions within the first three years of operation at United Medical Systems.” “Does that mean you’re going to be that aggressive again?” came a second question. “Let me put it this way. The ITI opportunity to build via acquisition may be two or three times larger than my private hospital consolidation.” The traders began whispering among themselves. Krotsky was horrified. “Robert,” he said. “What the hell are you doing? You know we’re in ‘The Quiet Period?’” “Relax. I’m just priming the pump a little. Tell me one specific I gave anybody?” “But you implied...” “Trust me,” commanded Bob. “I know exactly what I’m doing.” A third trader spoke up. “Any chance you guys are going to let us in on what the hell you’re talking about up there?” Bob and Krotsky hesitated, uncertain of their reply. Michael stepped to the front of the room. “Allan and Bob are just debating who gets the blonde and who gets the brunette waiting outside in our limo,” quipped Michael with Madison Avenue timing. “Bob wants them both. He doesn’t think Allan can handle either. Allan, who doesn’t get around much, if you know what I mean, is lobbying for the reverse.” Bob and Krotsky stood in stunned silence. Had Michael just blown it? Less than a second ticked by. It felt like a three-Martini lunch had passed before Marino started laughing and his choir of traders followed suit. “And who the hell are you?” yelled one of the traders from the rear of the room. “I’m Michael Martini, one of the ITI principals. My job is to insure you get the right news to pass on to your clients. You with me?” They were. Suddenly Michael owned the room. “So what’s the real scoop?” boomed another voice. “Simple, really. Like Bob was saying, he’ll reel in the acquisitions. I’ll crank up the synergies between the companies and in no time, one plus one will equal three,” said Michael. “We’ll also realize you’ve got to stay a step ahead of the Internet, so there will always be a steady stream of goodies from ‘unnamed sources’ within the Company.” The traders applauded, happy as pigs in shit, which in a sense they were. “Is Michael hot or what?” Jack whispered in Marino’s ear. “This one has huge written all over it!” Bob was both furious and pleased. He’d lost the spotlight but Michael had saved the day with bravado. * IN THE CONFERENCE ROOM they met with Steve Cobrazano, Seth Goldstein and Louis Nigro, or as Marino affectionately called his management team, “My two Wop teddy bears and the killer Jew.” Steve was short and stocky, a Mack truck in a suit. Seth was skinny and tall, his bony face and deep-set eyes made him look like a Holocaust survivor. Louis was of average height and weight with a greasy olive complexion, slick black greasy hair and dressed in a sharkskin suit that could glow in the dark. All three wore sunglasses as if they were members of a mysterious cult. “Steve makes sure the boys out front are motivated. He keeps the room churning” said Marino tapping Steve on the shoulder. “Lou here, is in charge of feeding them news they can use. You’ll hear from him a lot. When he’s not talking with you guys, I will be. We’re like two slices of bread, looking for the meat. “Seth here is my money guy and intel chief. He makes the calls on when to dump, when to hype. He’s a hell of a lot better on the dump, eh Sethie?” Seth smiled at Marino, and then at Michael and Bob and Krotsky. “We liked what you said out there. I think we’ll be able to do a job here. But, is it clean?” Bob wanted to jump up and answer, but Krotsky grabbed his arm and took the question. “By ‘clean’ I presume you mean, have we fulfilled all the SEC requirements? Hmm.” “Something like that. Got anything stashed in the drawer that could queer this deal?” “Yeah,” Louis added. “We all have done things in our past we wish we could do over,” admitted Krotsky graciously. “But if you’re asking whether anyone has been engaged in or been convicted of criminal activity, the answer is unequivocally no.” “Thanks for the straight answer. No hard feelings,” replied Seth. “You understand we’ve already got two pending class action suits. The management of both companies lied their asses off and put us in the shitter. So we decided that our next deal had to look squeaky clean. Some of the boys were a little skeptical. They’ve been burned big time in the pocketbook.” Nobody had any idea just how big ‘big time’ was going to be. Or the fire it was going to ignite. * AFTER THE NORWEST MEETING, Bob sent mixed messages to Michael on the return trip. “Jesus, Michael. You almost crossed the line in there. I told you to let me handle the dialogue.” “With all due respect, Bob, you were losing control of the meeting. All I tried to do was …” Unknowingly, Michael had challenged Bob’s ego in front of Krotsky and Berger. “Let’s get something straight right now. You may know you’re stuff in corporate America, but you’re amateurville on my turf. You don’t know shit about the street. Not after one God damn meeting,” glared Bob. “Comprende?” Krotsky understood Bob’s ego, he also realized Michael had added value at Norwest. “Bob, obviously you’re correct in the assessment of your experience, but Michael obviously knows how to read his audience quite well. And, he’s quite adept on his feet. Long term, he’ll be a wonderful addition to our team.” Bob got Krotsky’s point. “Hey, Michael. Don’t get me wrong. I’m not pissed. We just need to have ground rules between us.” Michael also got Krotsky’s point. There was a way to deal with Goldstrom’s massive ego. Stroke and jab. Stroke and jab. * By the time Michael got to Connecticut, it was midnight. He was emotionally and physically exhausted. He thought he’d sleep like a log. Instead, he had a dream loosely based on Jean Paul Sartre’s existential masterpiece “No Exit,” which Michael liked to reread occasionally while puffing some weed, both holdovers from his college days. In his dream, six huge Native Americans, dressed in three-button pinstriped suits were breaking down his front door with tomahawks. Once inside, they chased Michael around a house that had no doors, walls or windows. They never caught him. But he didn’t escape either. After running from wild savages all night, Michael was relieved when morning came. “Honey,” Sandra said. “You were really restless last night. Is everything okay?” “Everything’s fine. It’s just that this whole Integrated Trading thing is so new. It’s like a whole other world, with it’s own vocabulary and rules.” “So the control freak is uncomfortable he’s not in control?” teased Sandra. “You really know hubby, don’t you.” “Mostly. But who is Chief Windsong.” “Who?” “You kept talking to somebody named Windsong last night.” “What did I say?” “Haven’t a clue. Nothing made sense. Besides I was trying to sleep, not translate.” Speeding towards the Park Avenue tunnel on 96th Street, Michael debated the ITI deal. Who was taking whom for a ride? He certainly was not the engineer. Was he merely a passenger? Where was it going? How much control did he have? Complete and absolute financial independence from everyone and everything...that was the ticket! But if this money train jumped the tracks, where would he wind up? Was morality more important than money? How could it be? He’d made plenty of cash with A & J, but how moral was advertising? Wasn’t he the creator of thirty-second TV lies, believed by billions of people around the world? How honest was he to begin with? How much less honest could this ITI deal be? And for so much more money! The moment was at hand. Stay with A & J or get off and hop on the ITI train? To risk or not to risk? That was the question. Certainly there was something rotten about Bob, John, Krotsky, Diamond, Berger and Marino et al. Who were the Indians in his dream? Why were they wearing three-piece suits? Did they represent the SEC or the FBI? Were they a warning sign? Why Indians? Were they messengers from A&J? After all, Madison Avenue had transformed him from a diamond in the rough into a polished, blue blood. Didn’t he owe the Indians something? And what about Sandra? Born middle-class, she enjoyed the status of being the boss’s spouse, the client socializing, and the first class travel. The A&J experience had been like gaining entrance to an exclusive upscale college fraternity. Was it really time to graduate? Michael had to talk to someone, but who? No one at A & J and not his Sandra. Allan Krotsky? But would Bob find out and rescind his offer, thus forcing him to stay the course at A&J? Would that be all bad? * “I’D BE DELIGHTED TO chat off-the-record,” said Krotsky when Michael called. “You’re about to make a major change in your life. I take it as a compliment that you’ve sought my counsel. It goes without saying that our conversation will be strictly confidential.” They met the next day. “The ethics of this deal seem to carry a peculiar odor,” said Michael. “Do you smell anything?” Allan stared at Michael for a second and then walked over to the window, pausing for what seemed like an eternity. “Michael, I believe moral codes are relative in nature rather than absolutes. What is ethical to one may not be to another and vise versa,” Krotsky replied. “It’s like peanut butter. I happen to believe crunchy peanut butter is a vital source of bodily nourishment, fundamental to well-being. Others feel differently.” Michael blinked. What the fuck did peanut butter have to do with morality and ethics? “Consequently, it’s critically important to me that I maintain the perception of an uninterrupted supply. If somebody were to disrupt that perception, I would have no problem retaliating in kind. In other words, I could rationalize murdering my antagonist in cold blood and be confident I have acted in a completely ethical manner, because of the importance of the issue…to me.” Michael started to get Krotsky’s drift. “”I would certainly caution you not to get involved in ITI, “ Krotsky went on, “unless you are willing to accept Robert’s relative sense of ethics.” “He does many things that I do not condone. But that’s irrelevant because I long ago accepted that he is an ironic contradiction, a self-centered animal totally consumed and motivated by the accumulation of unreasonable wealth who, at the same time, fervently believes himself the personification of ethical behavior. Within that context, I have created what I would characterize as a tolerant nonjudgmental space for Robert. There is no other alternative for me.” Michael suddenly believed that he understood. ITI was not about success in the conventional sense, where sound logic intelligently applied, personal commitment, hard work and a little well-timed luck yielded financial reward. ITI was about self-consenting, obsessive greed, the ability to accumulate more wealth than could be ethically justified under any possible scenario. Lust and greed marched to a different drummer, to the beat of chaos, disorder and unpredictability. And was subject to change on a whim. “Bottom line,” said Michael. “You’re telling me to be flexible, to compromise, maybe even look the other way.” “I’m not telling you anything. I can’t tell you anything. I can only explain what I think I know. And even then, we both have to decide how confident I really am about what I think I know. There also, we may even have a different point of view.” What the hell would the Indians think? ######### Chapter 5. Goodbye A&J MICHAEL MET WITH BOB AND KROTSKY to ‘finalize’ his employment contract and deferred compensation agreements. Of course, according to Bob, “no deal is ever final, even after it’s agreed to.” “We raised your ‘year one base’ again to two hundred and seventy-five thousand dollars as a measure of ‘good faith,’” said Bob. “We also modified the bonus provision to five percent of pretax profits rather than five percent of after-tax profits. That should amount to hundreds of thousands of dollars more in your pocket annually. You’ll earn it. We’re going to be putting in some long hours, and if my past deals are any barometer, life will be chock full of surprising twists and unimaginable turns.” “Thank you,” replied Michael, a bit tongue in cheek. “Your generosity knows no bounds.” “’Generosity?’” laughed Bob. “This is a blatant appeal to your greed. I need you one hundred and ten percent focused and committed.” “Now that your situation is settled,” Krotsky added. “I’d like to review the prospectus and certain language before it goes to the printer. As you can well imagine, Bob, Martin, myself and selected other advisors have been working on the document for some weeks now,” reassured Krotsky. “Since you have never been involved in the preparation of a prospectus, we wanted to give you the benefit of our experience before we forward the document to the SEC for their approval.” “How long does the SEC process typically take?” asked Michael. “Anywhere from four to twelve weeks. But our prospectus, compared to most, is relatively simple. We are still a concept Company, not encumbered by the usual operating details, financial summaries etc. Consequently, we could be ready to go to market in a few months.” For the next half hour Krotsky carefully reviewed every excruciating detail: Business of the Company, Investment Considerations, The Market Outlook, Management Discussion, etc., while a bored Bob chomped on his Macanudo cigar. “This is the management section where we describe our backgrounds and our titles going forward,” said Krotsky, pointing out each detail. “You’ll notice, we’ve made you Executive Vice President and Chief Operating Officer. I assume that’s all right with you?” “I thought I was just going to be EVP, but the COO thing is very cool, ” said Michael as he signed all the documents. “My friends will be blown away.” “For Christ’s sake!” exploded Bob. “Once we submit this stuff to the SEC next week, we go into The Quiet Period. That means until we get the final approval to go public, we can’t speak to anyone about the deal ...nobody! Are we absolutely goddamn clear?” Bob’s explosion telegraphed a side of Bob Michael had not seen before. A side that he would have to bury in a titanic battle for personal survival as the ITI juggernaut eventually veered off course. * BOB, MARTIN, RAY AND HIS WIFE, JESSE, met in Bob’s apartment to discuss the ‘marketing’ of the IPO. Jesse had a list of handwritten names. Ray nervously smoked a cigarette while Bob puffed one of his Cuban specials and Martin Diamond slowly and carefully removed a 100 MM Dunhill from his monogrammed eighteen-carat gold cigarette case. “Jesus, boys,” complained Jesse, “this place looks like a three-alarm fire. Open a window before one of the Sutton Place prissies calls the fire department.” Jesse was 5 feet 2 inches without heels and wasn’t much to look at, but she had a commanding presence. Nobody envied her husband. “Bob,” she asked in her characteristically direct tone and manner. “Whom have you contacted on the list so far?” “Nobody,” came the reply. “We agreed to meet today to go over ‘the friends and family list’ and make specific assignments to avoid duplication.” “You giving me bullshit?” snapped Jesse. “Jess, please,” advised her husband with a gentle touch. “ I think…” “So Bob, who the hell are they?” demanded Jesse, completely ignoring Ray. “Don’t get so goddamn mad. I just spoke to a few people,” said Bob, taking the list from Jesse and circling four names. “Norm, Ira, Abbey and Stan. That’s it.” “No more?” “Jesus, don’t you believe me?” “No…How much?” “They each said they’d take five hundred thousand.” “Is that firm?” “As your ass. They’ll postdate their checks.” “That’s good Bob, very good.” Jesse leaned back and smiled. “So we’ve already got twenty percent placed. I assume between the rest of us, we can get at least half of the deal pre-sold, maybe more, right?” “Let’s not get too aggressive,” advised Bob. “We’ve got to leave some crumbs on the table for Marino and his boys. Otherwise we won’t get the aftermarket surge.” “Fuck Marino,” shot Jesse. “We’ve got to take care of our own first. That’s the way it works. That’s the way it’s always worked.” “I understand your point,” said Ray, staring at her over the rims of his glasses. “But you’d better remember we’re not dealing with the Boy Scouts.” “What about your new operator?” she asked. “Did you give him a piece?” “Naw,” said Bob, “the less Michael knows the better. I told Krotsky to issue and deliver his one-forty-four founder certificates. (One-forty-four certificates are stock certificates with a legal disclaimer that states founders cannot sell their stock for a minimum of two years from the late of issue). That should keep he and his wife mesmerized while we get this thing closed. The guy’s never seen, much less touched a certificate for twenty million shares.” “But Bob,” commented Ray, “he can’t do anything with it.” “Like I said.” Bob took a big puff. “The less Michael knows right now the better. Unless of course, you and Martin wants to spend an evening with him explaining the subtleties of one-forty-four registration rights.” * MICHAEL WAS IN his A & J office dreaming of ITI millions when the phone rang. It was Ed Ney, the Arthur & James Worldwide Chairman. “Jay McNamara and I were wondering if you could join us for a few minutes,” asked the big boss. “Be right there,” responded Michael, back to reality. Everyone in advertising worked under his own sword of Damocles. The next incoming call could be from a dissatisfied client. As Michael headed for the ‘big office’, he could almost feel the blade coming down. Ed had just appointed Jay, President, thought Michael. No way they’ve heard about my conversations with Krotsky and Bob. My loyalty won’t be an issue. I bet they’ve completed a review of overheads and decided I’m redundant. Cut loose after twelve years. The bastards! On the executive floor, Ed’s smiling assistant, Judy, greeted him. “Michael, they’re waiting for you. Want anything to drink?” “No, thank you,” replied Michael, feeling like a condemned man turning down his last meal on death row. Ed and Jay were sitting down at the glass end of the enormous office. Ed was nattily attired as always—blue pinstriped custom made shirt, initials on the French cuffs, and a gray checkered bowtie. Tall and distinctive, Ed liked to think of himself as a corporate version of Cary Grant. By contrast, Jay was a boyish, Jimmy Stewart type, the presidential everyman with a wardrobe off the upscale bargain rack. Michael was a mass of nervous energy breaking out in a cold sweat. “Sit down,” said Ed with a smile. “Sit down.” “Let me get right to the point. Jay and I have spent the last two days reviewing the company’s future,” Ed began in a soft-spoken, raspy voice. “Thinking about which members of our current management team are important to the future of the Company. We have both concluded that you are one of those people. So we’d like to promote you to Executive Vice President, which I believe will make you the youngest EVP in the history of A&J. Congratulations.” As Ed stood up to shake Michael’s hand, Michael almost fell out of his chair. “Obviously with the title, there will be some new responsibilities which we are still working out. So give us a few days,” added Jay. “There are also a few other special benefits we’d like you to have. First, we want to increase your base salary from a hundred and fifty thousand dollars to two hundred and fifty thousand. Secondly, we’d like to award you a stock grant of another twenty thousand shares. As an EVP, you’ll also be participating in some of the other senior management deferred compensation plans. The head of HR will make an appointment to meet with you and cover all the particulars. Michael could barely get to his feet. “I’m, I’m extremely grateful,” stuttering for the first time since grade school. “For your loyalty and performance, you’ve earned it,” declared Ed, pumping Michael’s arm. “By the way, we are having a special private showing at the Metropolitan Museum of Art of the new King Tut exhibit for the Agency’s senior clients next Tuesday evening. You and Sandra are invited.” Michael left the big office completely stunned. In a business where timing was everything, the right thing had happened at absolutely the wrong time. A&J had just given him what amounted to a million and a half dollars. A month ago it would have been a staggering sum. Today it was chump change compared to the ITI opportunity! Since he technically was still employed by A&J, Michael decided to tell Sandra about the King Tut, but not the promotion, the salary increase or the bonus. For the first time in his married life, he was hiding something from his wife. But this was the new ITI Michael, lying to avoid unnecessary complications. Bob would be proud of him! * THE CENTER ROTUNDA of the Metropolitan Museum of Art was adorned with hundreds of Casablanca lilies for the Tut exhibit. As waiters and waitresses scurried left and right with canapés of every imaginable variety, thirsty guests crowded three long bars.
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