Timeline: 17:15, Friday 20th April :: Pawnee Lodge Motel and Diner, I-80.
“Dammit, every man and his dog is in this car park. Look at that service line, it’s hanging right out of the building. Are you sure you need to stop? We could be stuck here for hours, but be back in Bamptonville in less than no time.”
Greg demonstrated his displeasure at having to stop by heaving the steering wheel heavily to the left on the start of a second run through the car park, searching for an empty space.
“Ease up,” Wayne yelled as the torque threw him heavily against the door. The atmosphere between them had become fraught and oppressive. The notion that he’d made a mistake in coming here entered Wayne’s head; he wanted badly to get out of the truck away from Greg to think things through. He gritted his teeth and snapped.
“Because we do! Stop and I’ll get in the line while you find a place to park up and somewhere for us to sit and talk; up there on that hill looks good.” He pointed to a grassy knoll laid out with picnic benches overlooking the far side of the car park as he dropped down from the cab and loped away to join the end of the cafeteria line for service.
Wayne had felt excited at the prospect of meeting Greg again and bouncing his ideas off him. Greg was his hero; the man who had believed in him enough to back him, give him a start and put him on the business map. Greg had opened his eyes to the wider possibilities of his enterprise lying beyond his own back door; and it had all happened, just like the man said it would. But that excitement was fast becoming a disappointment. Wayne shuffled slowly forwards with the movement of the line with his hopes for them working together on his major project, beyond the IPO and the franchise, appearing increasingly unlikely.
The man driving the truck today and the business fire-brand he had signed up with two years ago seemed to be two different persons.
‘Greg is not the same man I knew two years ago and not the man I expected to find here today.’
Intense disillusion replaced his ebullient expectations. The electric tingle of eager anticipation that had passed through him at the thought that they would work together on one of the greatest endeavours for modern man, surmounting its challenges and attendant risks was now sunk into hollow despondency. Greg had figured prominently in Wayne’s future plans. The prospect of them working closely together on the enormous undertaking he contemplated had become a corner stone of Wayne’s ambitions and was way beyond what every ordinary person deemed possible. Everything had come together at the right time, even Greg’s dismissal from Bailey’s and his arrival here in the USA, free of any encumbrances had seemed like a gift from heaven itself.
But now as the afternoon breeze coated his teeth with a layer of dust while he grimaced and shuffled forwards in a line to buy coffee, Wayne felt that fate had played a foul trick on him. ‘Where the hell is the single–minded drive and dynamism, the electric fast reactions, suggestions, questions and ideas that flowed incessantly from the man I knew in Florida? The man I need to pioneer this project that could make us both richer than Bill Gates?’
That had not been evident in the man he had sat beside in the truck for the past hour. Perhaps he was expecting too much? Yet it was Greg who had expanded Wayne’s own ambitions beyond his father's garage. Greg had been so exact and unswerving in his belief in himself and what he was doing then; even the thought of failure he had dismissed with a contemptuous wave of a hand. It was Greg’s business plan that Wayne had followed and benefited him from the enormous success it had delivered. He remembered Greg’s impatience when they put the plan together and he had made suggestions that were not supported by proven facts. Wayne recalled the stern, unsmiling face of the man who stood pointing an accusing finger at him as he pontificated ‘Work is for horses and speculation in the absence of hard facts is the privilege of a fool.’
The man now languishing at a picnic bench, behaving badly, anxious to get home rather than strip him bare with questions about the business and where it was going on from the IPO was not the man he knew.
“But where are you now Greg?”
“Pardon?” The man in front of him turned around to make Wayne realise he had spoken aloud. He stammered an embarrassed apology before sinking back into the depths of his thoughts.
‘Greg had been top-dog, one who could hold himself up in any company, politicians and businessmen had his number and sought his advice. What happened to you Greg? You’re like a stranger to me.’
Wayne looked over his shoulder, across the rooftops of the parked cars to see Greg sprawled across a picnic bench; the nervous tapping of a hand on the table while the other raised every few seconds to display a wristwatch suggested impatience; even at a distance. Wayne looked on in dismay, his disappointment hardening. He needed a business colossus and saw in that moment only a petulant schoolboy not able to have his own way.
‘A thousand incisive questions you could and should’ve asked me in the first five minutes after we met, each one bringing further questions as your vision sharpened that would bring out an idea or a mistake or clarify an uncertainty, but all you did was ask me for a job. You! Greg Mitchell, asking ME for a job.’ That thought left a bitter taste of regret in his mouth, he swallowed and shuffled automatically forwards another ten inches with the line towards the cafeteria servery.
Wayne knew that Greg had always striven for the biggest and the best of everything. He never wasted his time on small-beer. ‘So what are you doing wasting your time and talents in a Prairie backwater fooling around with Ma and Pa businesses to support a boy you never knew existed two weeks ago? You should be out there in the world with your hair on fire building a corporation to replace the one you lost.’
The question fazed Wayne. That boy seemed to be the key to Greg’s condition. Elbury had told him of Greg’s determination to put the boy through school. Had this kid become Greg’s lifeline following the loss of Bailey’s and his wife, Victoria, or the present object of his desire and passion? Was Greg’s obsession with the boy lustful or sentimental? Does Greg himself know? Elbury thought not.
Wayne’s thoughts were interrupted as a tearful young girl broke through the line in front of him to search for her parents.
He took another flat-footed half-step forwards and considered Greg’s state of mind. It was unlike the old Greg to have rambled on and divulged as much as he had done about his teenage relationship with Graham. He had always been so guarded about his personal life. It told Wayne that Greg was no stranger to man-on-man action. He had taken a formidable knock at the hands of the Bailey’s, enough to sink most men. Greg always seemed stronger than others. He had taken bad business knocks before, but not a knock that robbed him of his personal life and his position, his every reason for being. ‘Had it done for Greg? How much of him was left? Can I risk divulging my ultimate plans to him, plans that included a big part for Greg in their implementation.’
The worst of it was that Greg himself did not seem to know which way he wished to go. Elbury thought it likely that Greg was on a path to gay romance since the boy appeared to be associated with that activity. When they had spoken on the phone earlier from Chicago airport, Elbury had warned him of the tire blowout incident and the rumour circulating that seemed to bear the name ‘Gleitner’; who allegedly provided illicit sexual services at a price and might be warning Greg off the boy. ‘Could this kid be seducing Greg in his present, weakened state? Has Greg fallen for the kid’s charms? The boy’s welfare seems to be the paramount priority in Greg’s mind. Has this boy rekindled the old, youthful stirrings of Greg’s involvement with Graham? Is Jess the new Graham in his life? If so, does it matter? This kid is undoubtedly the key to Greg’s motivations. We will see. I’ll check them out together. As things stand from what I see right now, my head says I can’t use Greg! My heart says I must give him this weekend to show me otherwise. I owe him at least that.’
* * *
Timeline: 17: 45, Friday 20th April, : Mayor’s Office, Bamptonville.
The Town Hall clock chiming the quarter hour brought Mayor Denton out of his reverie. He was seated at his desk with his gaze fixed on a point on the opposite wall.
So deep and intense had been his thinking that his pipe had fallen unnoticed from his mouth and covered his front in a mixture of grey ash and half-burned Balkan tobacco. Hurriedly he brushed himself down and palmed the mess on his desk into his wastebasket. He had just managed to straighten himself and his desktop when Emily Broekner followed her polite knock on his door and entered the office. He looked up in surprise as she wore her coat ready to leave for the day.
“You OK, Harvey, you look like you’ve seen a ghost or something?”
He sighed. “Something on my mind that’s all, nothing serious.” He forced a thin smile and added. “Is it that time? You leavin’ a’ready? Sure does fly.”
“I’ll be off now, I’m meeting someone tonight and need to get away. I called for the mail, if you’ve signed it? I’ll drop it into the post on the way home?”
Denton’s cheeks flushed and he wriggled his extensive eyebrows at her in apology.
“Sorry about that Emily. I’ve not looked at it yet. I got sidetracked.”
“What’s wrong! Anything I can do to help?” She sat down on the chair opposite. Denton responded to her friendly enquiry and told her rather awkwardly of his encounter with Chad Grozier and of Fawley putting up against him at the next election.
Emily raised a gloved hand to her mouth and burst out laughing.
“Fawley, putting up for mayor against you, that’s gotta be the joke of the century. From what I hear that man can’t even tie his own shoelaces, much less run a town like Bamptonville. I wouldn’t worry about it. Who’d vote for him anyway?”
"The barflies at Harry’s bar, that’s who.” Denton sprang upright in his chair startling Emily, surprised at the intensity of his concern. She spoke to him in soft, reassuring tones.
“But ain’t they the ones he sacked last month? And as my memory serves me, they don’t turn out to vote anyways.” She noticed Denton’s hand shaking as he snapped.
“Yeah, but they will this time. They’ll vote for Fawley this time. It’s all the fault of that damn English guy. What’s his name? Mitchell. It’s his fault. The man’s been nothing but trouble since he’s been here.”
Emily gave him one of her alluring smiles hoping to pacify the mayor and continued speaking gently.
“But I thought you were impressed with Mr. Mitchell. That he was a force for good around here in what he’s trying to do. Besides, why should these people turn out to vote for Fawley when they never bother to turn out for anybody or anything except free beer?”
Denton slapped both palms on the desk in his agitation. “Because Mitchell’s supposed to be hiring ‘em, fer his darned oil plant, that’s why.”
“But did he say he would hire them and has he not done so?”
“Too right he did. He told me right on these Town Hall steps that first day he came by to see me and we gave him the stable to run his plant in. He said he wanted to use the unemployed and I spelled it out fer him. He was supposed to be using the white unemployed from the Eastside and he’s gone back on it and taken on the ethnics from Whitewater. That’s what all this is about. Them’s all riled up and got Fawley behind ‘em and they’re makin’ it an election issue.”
Emily looked askance at her boss as he squirmed in his chair. She waited a few moments for him to settle down before asking.
“Are you sure he promised to use the Fawley layoffs. I only met Mr. Mitchell a coupla times, but he seemed to be a straight enough guy to me.”
Denton half rose from his chair and exploded into nervous speech. “Straight! You call the man straight when Wes Chandler saw him with a boy in his bed. Wes saw him with his own eyes, naked and...”
Emily held up her hands for him to stop and spoke sharply.
“Now stop that. That is just an unsubstantiated rumour, a malicious exaggeration. Doc Finch told me he was dressing the boy’s bruises, that is all. He’s done it from the first day for the boy since he knocked him over.” She looked sideways at Denton once more. “Even so, why should the Fawley layoffs take it out on you and vote for Fawley just because Mr. Mitchell didn’t give them any jobs?”
Denton did not reply immediately and began packing his pipe as if to divert her attention. His hands shook, spilling more tobacco down his front as he threw swift glances in Emily’s direction only to see her regarding him with an expression of patient determination on her face as she waited for an answer. Before he lit the pipe she leaned forward, placing her hand over his holding the lighter.
“So sorry, but I didn’t hear what you said?”
Denton’s face flushed crimson; he looked away from her, kicking the desk as he uncrossed his legs before babbling. “ ‘Cos I went to Harry’s and told ‘em I’d arranged with Mitchell to give ‘em the jobs. I told ‘em I was helpin’ ‘em back into paid work by lettin’ him use the stable to get him goin’ quickly.”
Emily sat back in her chair, her face devoid of any expression as her mind raced to assimilate this information and calculate its possible repercussions. Denton looked at her, his eyes pleading for reassurance. When she hadn’t spoken for several seconds his voice trembled. “I just thought with the election coming up I might be able to get ‘em out fer me if they think I’m doin’ something special fer them. I need to talk to Ross Noble, but he’s out of town this week. What do you think Emily, what’d I do now?”
She nodded sagely at him. “What a mess is what I think, especially if Mr. Mitchell did not actually promise any jobs to the ex-Fawley crew. As to what you should do, well, I think the first thing is to sign the mail so I can get it into the post before we miss the last call. About this other business; I’d say sleep on it and do nothing rash.”
* * *
Timeline: 17.50, Friday 20th April:: Prairie Lodge Motel and Diner.
Wayne forced a toothy grin as he approached the picnic bench and earned himself another mouthful of dust-laden air. Greg sat tapping his wristwatch, his face pallid and unsmiling.
“We could’ve been back and seen the stable before the guy’s knocked off if we hadn’t stopped.”
Wayne ignored the remark, placing the coffee and packets of oatmeal biscuits on the bench.
“I got you a latte and oatmeal biscuit,” he said as he lifted himself onto the bench facing Greg.
"Thanks, but why did we have to stop here?”
Wayne pulled the lid from his coffee, focussing his attention on that operation as he replied. “I think we need a few minutes to get to know each other again and here’s as good as anywhere; kinda like neutral territory.”
Greg’s attention settled immediately on the word ‘neutral’.
"And you think we need somewhere neutral to talk?”
“Yes I do! You’ve changed and I’m not altogether sure you’re the same person I knew before.”
Greg laughed. “Not the same person, that’s funny. And you can determine that in the time we’ve been back together? Well I can assure you I am the same bloke, but arriving this time in your midst without wife, family or position.”
Wayne shook his head and whispered. “What’s happened to you Greg?”
“What do you mean, what’s happened? People I made rich ejected me, that’s what happened. What you should be asking is what I intend happening next. What’s brought this on?”
Wayne took comfort that Greg spoke of a future and chose his next words carefully as he fiddled with his coffee cup and smiled cautiously.
“You told me to use my head in business and not my heart. You always quoted an old Jewish proverb that you might have made up. That’s the one that goes ‘Business is business and love is bullshit’. Do you remember?”
Greg chuckled and relaxed, glancing at his wrist watch. “Yes I remember, but what I’d say now is that business without conscience is not sustainable for the future well being of the world. For me the kill was all that mattered, it was all over for me when the deal was signed and I moved on to the next one, but I don’t think the same way anymore. I’ve learned that amassing wealth for its own sake is of no purpose whatsoever. It only benefits bankers and parasites. What really matters is people. I found a bunch of really good people, folks as good as anybody you’ll find anywhere. Folks who’d never had any breaks. And when I looked into the eyes of a young man suffering from the physical hurt I had caused him as he told me it was as much his fault as mine. I changed. You’re right. I’m not the same person you met before. I’d like to think I’m a better one.”
Greg stared at Wayne, challenging him to say otherwise. Wayne took a sip of his coffee to think carefully through his next words, knowing he could raise a tempest.
“But what about picking up your career. I see you looking at your watch every few seconds. It’s like you’d rather be somewhere else than here talking to me.”
"That is not so. It’s good to see you and I’m grateful for your help coming over to help set up the oil plant, but there are people waiting for me and I don’t like to keep ‘em waiting.”
“Give ‘em a call, tell ‘em you’re running late.”
Greg looked down. Embarrassed and muttered.
“I can’t. Jess don’t have a cell phone.”
Wayne was surprised that Greg could not get in touch with the boy. Even more so that he had not given the boy a cell phone when they are supposed to be going into business together. It seemed ever more to Wayne that this arrangement was more of a personal than a business nature. He was about to let the matter pass for fear of causing a rift between him and Greg, but realised he had to know the extent of Greg’s apparent fall and posed the killer question.
“Is this kid, what’s his name, Jess? Is he your new Graham; to fill the hole in your life left by your wife’s departure along with your reason?”
The words shocked Greg who began feeling the now familiar hollowness in the pit of his stomach. His instinct was to verbally tear into Wayne, to tell him to mind his own business. But as he looked at the concerned sincerity on Wayne’s face he fought back the rage erupting inside him. He saw hope for his own future in the younger man, bit his lip and controlled his temper.
“No he is not,” Greg snapped, “it’s not like that at all between us?”
Wayne was not put off so easily; having started on this line of inquiry he decided to see it through to the end as the best way of settling his own doubts about Greg’s future usefulness to him.
“Why not, you told me it happened with Graham?”
“But that was years ago. That’s all in the past. It was just a phase. A post-puberty phase when we knew nothing and were experimenting with our sexual potency. It was all part of growing up. Nothing more. With Jess it can’t be the same anyway, age differences for a start.”
Wayne pushed aside his coffee cup and looked Greg in the eye. “ If gender didn’t matter before, why should ages matter now? Let me put it this way. How does this kid feel about you? In other words is he leading you on? ...Would you mind if it developed into an affair between you.”
Wayne expected a violent riposte from Greg and feared he might have gone too far, but was shocked when Greg’s shoulder’s sagged as he slumped forward across the tabletop to whisper.
“I don’t know. I like having him around. We’re good together and he gives me a purpose. I admit I have soft feelings for him, but nothing like that.”
Wayne was encouraged to probe further.
“How do you think he wants it to develop between you? Maybe that’s what he’s looking for, have you thought about that?”
“Leave it out Wayne. We never knew each other before last Monday.”
“But things have moved fast and Elbury told me you know each other well enough for him to bare his butt to let you dress his bruises. Do you want him to love you?”
“No,...I mean Yes, of course I do, but not in that way.”
“What about his other interests, family, friends and that guy running a sex scam?”
Greg’s head snapped back in shock and he took a few seconds to get his mind around what Wayne had said before stating quietly.
“I never told you about that.”
Wayne nodded. “That’s right, you didn’t but Elbury did.”
“Elbury talks too much. Anyway, why the third degree about Jess, what’s brought that on?”
Wayne shrugged and spoke lightly. “Oh I just need to know how you’re fixed and where you’re heading. I can’t bring myself to understand why you’re locking yourself away in this backwater of a place wasting your talents and time on Ma and Pa businesses to fund schooling for a boy you never knew before you ran him down.”
“Go on.” Greg’s nostrils flared as he breathed deeply and sat staring at Wayne who clearly had not finished his piece.
“...I want to know why that’s enough for you to put your life and ambitions on the back burner in some God forsaken hole in the middle of nowhere. I need to know I’m dealing with the same guy with the same cut and drive as before when we first met. That’s the guy I need working in my business and that’s really why I’m here, to see for myself. I ask you for your own good. Do you want the association with Jess to close in an affair between you?”
Greg threw back his head and closed his eyes for several seconds, breathing deeply before replying.
“Why are you picking on Jess? I’m also doing this for a bunch of deserving, under privileged people at Whitewater.”
“Yeah, I heard about that too. The only thing is almost every second word with you is Jess.”
Greg sighed. “Well, it’s none of your business, but for your information I am not planning to seduce him and if I was, why would it matter to you?”
Wayne spoke confidently. “Not a bit, as long as you made a decision and acted on it, putting all doubts behind you and got on with doing something useful with your life. I had you down as the most decisive person I knew. Yet it seems to me and everybody I talk to about you that you’re shying away from this one.”
Greg let the last criticism pass. “Doing something useful you say. Like building Fisher’s?”
“Maybe, like building Fishers, ... that’s if you’ve not lost your touch.”
The remark cut Greg to his core. He was about to grab Wayne by the throat and tell him his fortune when his cell phone rang to divert his attention.
“It’s from Bill Courtley at the Bank.” He informed Wayne curtly and took the call.
“Hi Bill, what can I do for you, I’m out of town at the moment.”
Wayne sat back and could hear only Greg’s side of the conversation.
“You’ve talked to Cyrus Polder and he’ll go for the deal, that’s great?”
"What’s that you said Bill? Did you say he said he wants the week to start today and we’re to meet to discuss prices and terms if I take up the deal?”
Wayne listened carefully, noting a problem and how suddenly Greg calmed and took control of the conversation.
“Well Bill, I can understand the man’s concern and need to get things into an orderly format. What I want you to do is go back to him and tell him this. Maybe you’d best write this down. ... you have it on tape, OK, then this is what we’re going to do and he’s going to agree to. I’ll be happy to meet Mr. Polder and discuss prices and terms, but the prices and terms we discuss will be my prices and terms, got that Bill? .... It’s up to him; if he won’t accept my terms the deal’s dead. It’s not as though he has another option open to him. I want the week to start from next Monday noon. Got that? ... Good, now I am busy over this weekend and will need a full week, that’s a full working week to source a deal that he’s not been able to find for himself in nine months. ...If I take up the option to buy, the only price guarantee I’ll give him will be a promise that he’ll recover his outgoings. .....That’s right Bill, I don’t know what I’m going to get for the potatoes. I’ll stand the hit to cover his losses and if I make a profit I’ll pay him a share of it. That’s the deal, that plus his cooperation, his full cooperation ... That’s right Bill, I expect to be able to collect samples to send out and to keep my costs down and profits up by doing all the work at his place, in his barn where they’re stored right now. I’ll bring in the equipment and labour, but I don’t want the expense of shifting the crop when we can work it from where it is. .... I know he wants his barn back in use for something else. It’s his choice to dump the spuds rather than sell them to me, but you tell him if he agrees to take me up on my proposal and accepts my token dollar a ton option money then he’s bound to a firm contract with me should I take up the option to buy before the end of the week. ... How will we do that you say? I’ll inform you Bill as the neutral party if you’ll oblige and you can inform him. His cooperation is paramount in this. I’m in an area where I’ve not been before. You tell him all that and get back to me please ... Good and yes, I will keep you informed on a daily basis. Bye.”
“I needed that,” Greg said with a huge smile as he pocketed his phone.
The brief conversation had bolstered Greg’s confidence, washing away some of the cobwebs clouding his thoughts, allowing Wayne to put him on the back foot. He now felt energised; Greg was back in business. Wayne leaned forward open mouthed. He had seen shades of the old Greg in that conversation.
“What was all that about,’ he asked? Briefly Greg explained what he was doing with the potato deal. He had been taking dirt from Wayne and now it was his turn to dish it out.
“OK, now you listen to me and listen good. I can’t help noticing I’m not exactly what you expected! ...Fisher’s is your company. You built it, but you did it on my money and my expertise. When we’re together, that makes you the junior, understand?” Wayne could only nod in stunned bewilderment at the change in Greg, who was now in full flow.
“I didn’t keep in touch with you because I was busy elsewhere. If it was so goddamned important to you to be in touch with me, you should’ve made the effort to do it. You’re the junior remember? You could even have hopped on a plane and come knocking at my door. You didn’t; so let’s have no more of this bullshit about not keeping in touch. Got it.”
“Yes Greg,” Wayne replied automatically, without thinking, numbed at the change in Greg.
“Now understand what I’m about. You asked me if I’ve lost my touch. I haven’t. These Ma and Pa businesses you talk about, where I’m wasting my time and talent are not my business endeavours. They are my good works. There’s a difference. These are things I’m doing for people because I can and I want to and I will.” Greg hammered the table with a clenched fist to emphasise his words. Greg was afire. “You know one of these good souls is a lady in her seventies, maybe eighties. She did important war work in the Pentagon and is now scratching around like a chicken looking for crumbs to eke out a living. She can’t afford to light a fire to cook her food most days and relies on a neighbour’s goodwill and use of her stove for cooking. I’m going to do something about that.” Greg hammered the table again. “Then there’s Jasper, a young black kid as bright and shiny as a new penny, going nowhere to get nowhere except the benefits office. I’m going to see he goes to school and college.” Greg’s fist hammered the table again causing the paper cups to skitter along its surface. “Then there’s Ali, on benefits, a trained electrician that can’t get work ‘cos the law changed and says he has to have some goddamned insurance policy that he can’t afford to buy and nobody’ll help him. I’m going to put him back to work.” The side of Greg’s fist smashed into the table again and Wayne caught a paper cup as it fell from the table, dislodged by Greg’s hammering. “Then there’s Tomas, Honora, Esteban and his wife, Martha and Gerry. Every one a unique and deserving person dealt a bad deal by fate, down on their luck, but not giving up and with nobody helping them. I am going to help them because I can, and I want to and I will!” The vehemence with which he hit the table rocked it over. Wayne had to grab the table to steady it. Greg had not finished.
“How I’m doing it is by setting THEM up in Ma and Pa businesses that THEY can run for themselves, to provide for THEMSELVES. Jess is included in this. The oil business is partly for him. That potato deal is for funding to get building tradesmen back into work. These are my charitable works. My involvement will be initial direction and capitalisation, after that it’ll be up to them. I’ll be off building my own business future somewhere, and if I get any more shit from you Wayne Fisher I just might set up in competition to you and put you back on benefits beside the Indian River in Florida where I found you.”
Greg stopped talking while a family group of four walked past their bench towards the next vacant one. Greg leaned forwards to speak in a quieter voice.
“...You see Wayne, all I’ve been able to do up until now is potter about in business and stumble through two marriages garnering status, wealth and acclaim for no real purpose except to bolster my own inflated ego and convince myself I was using my life to some good purpose. That was right up until the day I got to Bamptonville, when I met Jess. In a flash it gave me the chance to see myself differently. I’m afraid you’ll not understand how important it is for me to see this through and give myself an opportunity of seeing myself doing and being really useful.”
Greg’s raw emotion had captivated Wayne who could not speak, his lips quivered and his eyes misted. He threw himself across the table to hug Greg and when the frog had cleared from his throat croaked “Perfectly, that’s the Greg I’m lookin’ fer to do business with.”
Wayne let go and sat back in his seat, a mischievous grin played across his face. “Before you drape yourself in sackcloth and ashes, putting to rights the world’s wrongs as a penance for your past misdoings can we talk about the contracts?”
Greg grunted. “OK what’s worrying you about our contracts. I told you I’d be reasonable. Ain’t my word good enough for you anymore?”
Wayne had recovered his composure and sat back in his chair with a clear head, ready to negotiate. “ Of course it is, but we’re heading for a stock market listing soon and I need to know how reasonable is reasonable, so the IPO project can go ahead. I need signed agreements, not verbal promises.”
Greg had cooled down and looked closely at Wayne noticing the determined jut of his jaw and the intensity of his expression. He chuckled and waved an airy hand across the table.
“These contracts were put together to protect my interests in my absence.”
“And they’ve done you well, but they need to change so they can do you even better still when we go to IPO. They’re holding things up.”
Greg rubbed his chin pensively. “Are you certain the IPO is the best way to go and the timing, is it right?”
“Yes of course, I’ve spent a fortune on professional advice. Now’s the right time to put it together for a launch next Spring.”
“I don’t think Elbury would agree with you about the timing?”
“Elbury,” Wayne grimaced, “ the man’s a born pessimist.”
“But his pessimism is based on sound feet on the ground facts and figures, not the high priced conjecture that comes out of a remote Chicago skyscraper.”
“Come on Greg, we’re in an economic boom right now. Look at the money we’ve made in only two years.”
“And it can’t last, the reckoning is coming and soon. If you want my agreement to change the contracts I’ll want you to bring forward your listing to this autumn as a condition, no later than that.”
Wayne’s brow knitted as he screwed up his face in indecision.
“Why ...why is the timing so important to you? It’s nothing to do with you really.”
“Ha Ha, It’s everything to do with me. My money will be locked up in shares, and IPO’s do not always succeed, however attractive they are to the market when the notices are given that they are coming to a placement. They can fall flat and fail. Timing is important, and my belief is similar to Elbury’s.”
“Which is?”
“Before next Spring we’ll be in a recession, a deep recession possibly heading for depression. Place your company then and you’ll not get so many ardent takers. The big money is made in the first few days and weeks after the placement when everybody sees it as the new golden goose and wants a piece of the action. Prices go astronomically high and that’s the time to sell shares.”
“But what if I don’t want to sell. What if I want to keep and run my company?”
“Tssh, didn’t I teach you anything? What goes up comes down. Sell at the high price, take the money, use some of it to buy back the shares when they fall a month later and come down to a realistic valuation.”
“I hear you Greg, but Goldman’s are too busy with their own schedule of placements. They can’t get me in before next Spring.”
“Sack them. Get somebody else, somebody who’s working for you and not for themselves. Get Halburton to do it for you. But do it before winter sets in this year.”
“But ...won’t I need Goldman’s connections to get all the shares sold.”
“You might, but you might also build a campaign to offer the shares through smaller brokerages. Your business is soundly based, do you have any tangible assets.”
“We’ve a couple of patents on anaerobic digesters and equipment that’s doing well right now.”
“So you have something of substance behind your company.”
Wayne bit his lip to stop himself talking about his bigger plan. He was talking to the right Greg at last, but decided to wait before telling him about this ultimate venture.
“Are you saying I should ask Halburton to do this for me and break away from Goldman’s?”
‘NO, for God’s sake, you go to Goldman’s and say. The placement will be on September 15th 2007. Make it happen!”
“And if they say No.”
“Then they don’t want your business, that’s the time to talk to Halburton and give him the same date. He can put a team together and get the job done. Don’t take shit from these people. They work for you.”
“Is that all you want out of this; a change in the placement date?”
“Good God no it is not, I haven’t started yet.”
Wayne grimaced. “That’s what I thought what else do you want?”
Greg settled himself more comfortably in his chair before speaking.
"I know you’ve been talking to Halburton about this and so what I’m going to say won’t come as too much of a surprise to you.”
“Go on.”
“I own twenty per cent of your company already. That will carry through the placement as twenty per cent of the new company ordinary shares. I will expect to be offered a directorship.”
“That shouldn’t be a problem, what next?”
“That leaves my loan to you on a variable, performance related interest coupon. I understand the value exists as the original $25,000 loan plus an added value that has accrued of $125,000. I also understand that you have been using this added value in your working capitalisation...”
“Yes we have, but we paid you extra for that, we haven’t cheated you any...”
“Down boy, don’t get excited, I didn’t think for a moment you had cheated me. Halburton suggests I separate the original loan from its added value so we have two investments. The original loan was written under tax beneficient arrangements, which have one year left to run to qualify as tax-free. So it stays in your post-placement company, but as new Preference shares on a six per cent interest coupon. Agreed?”
Wayne gritted his teeth and wriggled uncomfortably in his chair as he replied with trepidation.
“Advisers say two and a half percent would be a good value to offer, not six.”
The flat of Greg’s hand crashed onto the table sounding like a gunshot, startling the family on the next table.
“I can get two and half percent putting the money in a Post Office bank account with no risk. I’m giving up a performance related coupon that is working well for me, and you want me to accept War Bond interest rates in exchange. What sort of fool do you think I am? Six per cent or it stays on the books as a loan.” Greg leaned across the table towards Wayne to emphasise his next point. “I think that’s what your fancy accountancy firm would call an encumbrance; one that they’ll have to show in the IPO prospectus.”
Wayne pressed his lips together and clenched his fists on his lap, shaking his head.
“It will look just as bad on the books as a loan with that high interest coupon.”
Greg came back instantly.
“It’s your choice. But since you’re only offering a piddling rate on new debentures it will drive investors away from them and towards buying the ordinary shares. And it’s them you want sold. That’s where the money is.”
Wayne nodded. “You’re right. OK. Six percent. What next?”
A flying insect had landed on Greg’s shoulder, which he flicked away with his fingers before replying.
“That leaves this value added investment, currently unsecured and in use in your capital fund. Halburton told me you need this money to ease your cashflow?”
Wayne huffed and puffed, crossing and re-crossing his legs.
“ I wouldn’t say we needed it. It’s convenient to have it.”
Greg pointed a finger at Wayne. “If it wasn’t there you’d have to borrow it, right?”
Wayne looked away, his face flushed slightly with embarrassment. “Well, yes that’s true. I can borrow it if I need to, that’s if you want to take it out, but it would look better in the Prospectus if we didn’t have to borrow any more.”
“You never said a truer thing in your life before. It would reduce your leverage percentage. How much have you borrowed already?”
Wayne did not answer immediately; Greg sat still and silent, waiting for an answer. The pressure of silence brought Wayne’s reply in staccato bursts.
“We’ve paid off ...quite a few loans ... what’s left is about ...one ...one million.”
Greg ran his fingers over his forehead. “One million dollars on a four million current estimate and a high valued estimate at that. That makes Fishers twenty-five per cent leveraged. You wouldn’t want it any higher before the placement. My $125,000 added to the existing borrowings would significantly increase the loan percentage, especially if and when the market adjusts the overall value of Fishers downwards. You wouldn’t want that.”
“That’s right, can you leave it with us, at least until after the IPO?”
Greg smiled. “Well I don’t need the money immediately I could leave it there. Make me an offer?”
Wayne placed his clenched fists thumbs uppermost on the table in front of him, His heart raced as he spoke an often-rehearsed speech for this moment.
“I can sell you discounted ordinary shares in exchange for your added value.”
“How many and for how much?”
“I can let you have five per cent more of the company at sixty-two and a half cents on the dollar. That’s 200,000 ordinary shares that will deliver full value for you.”
“Five per cent, five per cent,” Greg hissed, “I don’t get out of bed for five percent. You’re asking me to change a nice little earner into securities that leave me exposed to a debt of thirty-seven and a half per cent. I don’t call that a good deal at all.”
Wayne was quick to explain. “You’ll only be liable if the company fails...”
“Or if it fails because the IPO failed. Don’t forget I’m not too impressed with some of the advice you’ve been given. Listen to me now. I already own twenty per cent of your company that I bought for $25,000 when you had nothing. I now have $125,000 to invest and on the basis of my original investment pricing it should bring me 100 per cent of the company. But I’m not greedy and you’ll be quick to tell me that’s not possible...”
‘No, because the company is worth four million right now and your investment as a percentage of that value comes out at three per cent. I’m offering you five, that’s generous.”
Greg laughed and covered his mouth with his hand.
“Oh pardon me, I can hear the sound bites of skyscraper bound accountants in what you say. So this has already been discussed in Chicago. Well you control the pricing. I want fifteen percent at the same discount.”
Wayne slumped forward, shaking his head.
“I can’t do it. I don’t have that much left to offer.”
“What do you mean you don’t have that much? You own the company. All of it except for my share. We’re only talking about the company as it is now, it will all change after it goes to IPO.”
Wayne’s face burned crimson. He could not look at Greg as he spoke.
“I need to keep fifty-one per cent to keep control. I need to keep control, surely you can see that?”
“Of course, but you’ll be liquidating shares soon after the IPO anyway, if you don’t there’s no point in going through the process. You have to release shares to the buying public to make it work.”
“Goldman’s say we can raise new shares for sale to the public and keep our own holdings intact.”
“You can, but there’s not much point if your purpose is making money. You’ll make more selling shares after the IPO than the company will ever make for you doing what it does.”
“The best I can offer you Greg is nine per cent and that’s final. Goldman’s say I don’t have to do this. They can go to court to break your contract if need be.”
Greg sighed. “Yes I suppose they could in these circumstances, but it would be costly and render adverse publicity to your placement that’s likely to drive away investors. To be fair to me I should have more than nine per cent. Without my money and expertise at the outset there’d be no company for anybody to place, much less talk about. How do you arrive at nine percent?”
Wayne started counting on his fingers.
“There’s your twenty per cent and my fifty-one percent. You haven’t met Phillip Strong. He joined me from College and came up with some good designs for digesters and other equipment. Fishers hold the patents on them in exchange for fifteen percent of the firm. Then there’s my dad. He helped me out with cash and couldn’t do enough for me in the early days. I said I’d pay him back and he said he’d take shares in the company whenever we get one. He’s got five percent.”
Greg rubbed his chin again as he thought. “I make that ninety-one percent, leaving nine percent. Tell me, why is it so important you hold a controlling interest?”
Wayne’s head snapped up at the question. “For that very reason, stupid.”
“But it will all change after the IPO if you cash in your shares.”
“Just let’s say for now I need to keep control and don’t press me for answers.”
“Okay, I’ll settle for ten percent, part paid with my money on your discounted pricing model. That leaves you with fifty percent. But to get over your control problem, what I suggest is this. From my ten percent I put one percent in a charitable trust we set up with Halburton. You do the same, leaving you with forty nine per cent of the company. We can use the earnings for charitable purposes. But it’s main function will be to give you control in the event of need.”
Wayne looked confused. “I don’t get it, spell it out for me.”
“OK. You will have forty-nine per cent, which is not a controlling interest. All other stake-holders combined will also hold forty-nine percent, which is also not a controlling interest. In the event of an even split on a decision, the two percent votes held by Halburton can be applied to give a controlling margin to either side. Simple.”
Wayne grinned. “Hey that’s cute. How do we get Halburton to vote for me?”
“We tell him to. We just have to work out some solid rules for Halburton for casting his votes. That way you give me a better deal for my money by taking your holding below a controlling interest and yet it still gives you the control you say you need. How does that sound?”
Wayne smiled and shook his head. “I’m not sure I can get my head entirely around that, but it sounds good.”
“Then let’s shake on it and get the hell out of here while there’s still some daylight left and before Jess eats my computer; you know how hungry healthy seventeen year olds can get.”
Wayne had been mauled in the negotiations, giving away far more than he wished and had been advised to offer. Night fell as they walked off the hill and that should have added to his gloom and despondency. But reassured by the encounter he gripped Greg’s arm as they walked to the truck with a smile on his lips and a spring in his step to match the lightness of his heart. Greg was here and with him, complete and in full measure. There would be nothing to stop them now. The engine was firing again.
‘Watch out world!’
* * *