Bitch Slap

PART ONE
Vertical Integration
DONE DEAL
Friendly merger of two local firms signals start of new business era




by CHARLES OAKLAND
Staff Reporter, Dumont Daily Register




OCT. 20, DUMONT, WI--Citing the need to trim production costs through the vertical integration of resources and management skills, Dumont County's two largest corporations have entered an agreement to combine forces in "a friendly merger of equals," according to a joint statement issued by both CEOs.
Quatro Press, founded nearly 50 years ago by Dumont's Quatrain family, has grown to become one of the Midwest's largest printing plants, with contracts including several national news magazines. Ashton Mills, the regional paper mill founded by the family of the late Betty Gifford Ashton, has recently built new headquarters in Dumont.
The joint statement notes, "Both companies will benefit greatly from the integration of printing facilities and paper supply. The realities of global commerce in a new millennium demand aggressive strategic planning. The merger is a perfect fit that will reap substantial rewards for Quatro, Ashton, their stockholders, the community, and the environment."
The merged companies, to be known as Ashton/Quatro Corporation, will be managed independently. Ashton shareholders will acquire majority stake of the new stock.
Pending the blessing of Tyler Pennell, an independent accountant and auditor who is performing due diligence on behalf of both companies, a ceremonial signing will be held this Thursday. The two signatories are Gillian Reece, chairman and CEO of Ashton Mills, and Perry Schield, her counterpart at Quatro Press.
Preliminary agreements have already been signed, and according to the joint statement, the deal can now be cancelled only by agreement of both parties.
Chapter One
Our dinner guest dabbed her lips with a white linen napkin. "Christ, Mark, don't be such a tight-ass." My eyes bugged as I struggled to swallow.
Neil, sitting next to me, came to my defense. With a smile in his voice, he told our guest, "That's not quite fair, Gillian. Mark has always been detail-conscious. That's how he earned his reputation as a great reporter."
"I wasn't talking about his newspaper career. I was talking about all this hokum with due diligence. The merger contracts have already been fine-tooth-combed to death by every hack lawyer in the state. We need to move."
"Soon enough," I assured her. "Three days from now, everything's official. Meanwhile, some last-minute preening of the contracts and scrutiny of the books won't hurt anyone; it's for the good of both companies."
She studied me for a moment with a crooked grin. "Your friends wouldn't tell you this, Mark, but word on the street is, you're a prissy snob."
"But,. Gillian," I countered with a wink, "you are a friend."
She flashed me a stiff smile. "You better believe it."
Neil wrapped an arm around my shoulder. "Well, he may be a prissysnob, but he's my prissy snob--and I wouldn't have it any other way. I'm happy to share hearth and home with this man."
Hearth and home. The niceties of domestic life had never been a high priority to me, not back in the days when I had struggled--successfully--to establish my career as one of Chicago's top investigative reporters. My priorities shifted radically, though, when at last I found love in my life. To my considerable dismay, the object of both my affection and my passion turned out to be another man, an architect. Now, some six years after we first met, Neil and I had already seen our way through a number of life-altering transitions.
The first great upheaval had taken place nearly four years earlier, when my professional wanderlust had convinced me to trade my role as a big-city reporter for that of a small-town newspaper publisher in central Wisconsin. Neil eventually made the move with me, relocating his practice and settling with me in the wonderful Prairie-style house that had been built a half century earlier by my uncle Edwin Quatrain, founder of Quatro Press. Until recently, Quatro had held honors as Dumont's largest industry.
So hearth and home--specifically the grand old Quatrain home on Dumont's Prairie Street--had come to represent for me the comfort and stability of middle age. Smugly, I had begun to muse that there was little left for me to prove in life. On that cool October evening, I was content with my career and secure in my attachment to Neil. Which is to say, I was blissfully unprepared for the events that were about to unfold, events that would threaten everything I had accomplished, everything I now took for granted.
"Mark," said Gillian, dabbing her lips again, "I had no idea your talents veered toward the culinary. My compliments." She lifted her glass and sampled a hefty mouthful of plum red Bordeaux, then swallowed the wine with a moan of approval.
"Thank you," I told her, "but the credit goes to Neil. He's the whiz in the kitchen; I just grill the meat."
"He's being too modest," said Neil. "Mark is a dandy chef."
"Sous chef," I corrected.
Neil laughed. "It's a collaborative effort. With Barb gone, we both pitch in."
Gillian's eyes widened with horror. "You've lost your help?"
I explained, "We needed Barb when Thad was here, but now that he's at school, we can manage on our own."
Another daunting turn in the life shared by Neil and me--and perhaps the most significant--was the unexpected role of parenthood that had been thrust upon us. Shortly after moving to Dumont, we had "inherited" a son, my gawky teenage nephew (technically a second cousin), Thad Quatrain. We had made a home for him during his latter years of high school and watched him blossom into a sensitive and intelligent young man. When it came time for Thad to leave for college, just over a year ago, Neil and I realized that a void in our lives was looming. We were back where we had started, "alone together." Thad was now some two thousand miles away, in California, beginning his sophomore year of theatrical study with the legendary director Claire Gray.
(I should mention that while I had become steward of the Quatrains' ancestral home and guardian of Quatrain progeny, I myself am not a Quatrain; my mother was. The man she married was Mark Manning, and they gave me the same name. We did not share the same middle name, however, so I was spared the tag junior.)
Neil continued, "So we lost our housekeeper to the world of music. Barb went east last January to study clarinet at the Peabody."
Gillian sniffed. "They can be such ingrates. Domestic help is not what it used to be ..." As she yammered on about the sorry state of the world, I studied the woman who sat across from me in our dining room.
In her early fifties, Gillian Reece was just hitting stride at the peak of her career. A skilled business manager with a peerless head for numbers, she had served as chief financial officer at Ashton Mills a year earlier, when Betty Gifford Ashton, our town's benevolent matriarch, had died. In the reshuffling of the corporate hierarchy that followed Betty's sudden passing, Gillian surfaced as the best person for the job of ushering the venerable old company into the challenging businessclimate of a new century, one that had seemingly rewritten all the rules.
Sitting on the boards of both Quatro and Ashton, I had come to know Gillian well and to respect her shrewd business sense. No doubt about it, she was tough as nails. Less charitably, others described her as a ball-buster.
"It wasn't like that at all," Neil was telling her, reaching to refill her wineglass. "Barb is a truly gifted musician, and we think she has a shot at establishing an orchestral career. She went with our blessing."
Through a smirk, Gillian noted, "You're entirely too lenient and forgiving."
I asked her, "Did you ever meet Barb? I think you'd have liked her. She was not 'just a housekeeper'--she had several business degrees, and she'd worked in the thick of it as a Wall Street money manager. But she eventually burned out. Must've been the tech wreck."
Gillian shrugged. "Survival of the fittest." Primping her steely gray hair, she made the message clear enough: she was the ultimate survivor, and she had little use for those who didn't measure up. Stabbing a piece of tenderloin with her fork, she dragged it through a bloody pool of juice on the plate, lifted it to her mouth, and swallowed--without chewing. Watching the lump slide down her throat, I thought of a giant boa constrictor swallowing a hapless Pygmy whole.
The image of Gillian as a man-eater was, of course, exaggerated as well as unfair. While she was hardly the model of traditional feminine charms, she was intelligent, articulate, and driven. The future of Ashton Mills, I was confident, had never been entrusted to anyone more dedicated or ambitious. On balance, I felt great respect for Gillian as a business associate. If I couldn't quite think of her as a chum, so what?
Ironically, Neil did indeed have chummy feelings for Gillian. And she reciprocated with an affection that conveyed not only friendship but, occasionally, warmth.
"I nearly forgot," she told him, setting down her fork. "The window treatments--has an installation date been set?"
Neil nodded, swallowing a sip of water. "All set. Todd Draper is coming up from Chicago tomorrow night; installation begins Wednesday."
She groused, "I'm not sure I trust that guy. He--"
"He's the best in the business," Neil told her. "For a project of this scope, I wouldn't consider using anyone else. We're lucky he signed on to the project."
The project under discussion was Gillian's new home. She and her husband had lived until recently out in some tiny burg near the mills.
One of her first executive decisions as Ashton's new chairman and CEO had been to begin construction of a lavish corporate headquarters in Dumont proper, the better to align the company for its intended merger with Quatro Press. The reputation of Neil's architectural practice had grown to the point where he was the clear choice for the design contract. (If it would have helped for me to do some string pulling, I'd have readily pulled them, but to Neil's credit, such machinations were unnecessary; his talents alone were sufficient to snare the job.)
So impressed was Gillian by Neil's design for the Ashton Mills offices, she offered him an additional contract for her new home--a whopper of a house that was going up on the edge of town. She knew what she wanted, and she wanted it fast. With her authorization of unlimited overtime, construction had proceeded at breakneck speed. Now, less than a year after Gillian's initial meeting with Neil, the project was nearly complete, in the hands of various decorating crews.
Gillian's husband, Esmond Reece, had had little-to-no input on the house project, having learned to stay in the background. That night at dinner, he was seated at the table with us, next to Gillian and across from Neil, but he had said not a single word since being served. Unlike the rest of us, he was a vegetarian, a bothersome quirk that Neil had accommodated by preparing a hearty ratatouille. For Gillian, Neil, and me, the delicious concoction provided a tangy accompaniment to the crusty, buttery beef. For Esmond, it sufficed as his main course, served in a big bowl like a vegetable stew.
At a lull in the conversation, he looked up from the bowl and at last spoke. "Sublime," he told Neil. With a smile, he spooned a remaining chunk of tomato, lifted it to his nose, and inhaled the pungent aroma before placing it on his tongue with the sort of reverence typically affordeda communion wafer. He held the steamy pulp in his mouth for a long moment, chewing it to nothing before swallowing.
He was an odd one, Esmond, and an even odder match for Gillian. He was as meek, ethereal, and taciturn as she was brazen, worldly, and outspoken. He looked a few years younger than she, perhaps in his late forties. While they both dressed with affluence and a measure of style--he in a natty sport coat, she in a silk suit--they shared no physical resemblance, even after twenty-some years of marriage. She exuded a hard-edged vigor and a breezy, if icy, manner. He, on the other hand, was too willowy (he needed meat). Mentally, he seemed adrift on some transcendental plane. I knew from Neil's involvement in planning their new home that they had never had children.
If it's true that opposites attract, there must have been some explosive chemistry between them. Except, you'd never know it--Esmond barely acknowledged Gillian's existence, while Gillian's few references to her husband were tinged with an indifference that verged on contempt.
Nudging the empty bowl a half inch away from him, Esmond repeated, "Sublime."
"Thank you, Esmond," said Neil. "Would you care for more?"
He shook his head, flustered, as if further indulgence was unthinkable.
Gillian set down her fork with a clack, asking, "Is there more meat, Mark?"
"Plenty." I rose, taking her plate. "Neil, more for you?"
"Uh, sure. I'll give you a hand." He rose as well, excusing himself from our guests as we left for the kitchen.
When the swinging door had closed behind us, I blurted, "Sublime?"
With feigned umbrage, Neil asked, "You have quibbles with my ratatouille?"
"None." Laughing softly, I wrapped him in my arms. "It's perfect. You're perfect."
"God," he said, nuzzling close, talking into my ear, "the things we do for business ..."
I shrugged. "The Reeces may not be the most scintillating company,but it does feel good to entertain now and then. With Thad gone, it seems we never have a real sit-down meal anymore--not in the dining room." We usually ate in the big, friendly kitchen or at a restaurant downtown on First Avenue.
Neil groaned. "I didn't realize we'd gotten that desperate. We need some new friends, Mark." He was kidding; we had friends. We simply lacked amiable dinner companions that evening.
"What's with Esmond?" I wondered.
"You'll get used to him. He's into Eastern studies."
"Oh." I had no idea what Neil was talking about, but his explanation seemed as plausible as any for the man's quirky behavior. What's more, I didn't really care. Though Gillian and Esmond were far from my notion of a fun couple, an evening at home with Neil was reward enough. With each passing year, I had come to realize that, ultimately, it was only he who mattered.
Our "marriage" had matured nicely, I thought, and I was proud that we had learned to age gracefully together--no pining over lost youth. When Neil had first entered my life, I was at the brink of forty, with all of its predictable and attendant insecurities. Now forty-five, with another birthday fast approaching, I was beginning to contemplate the next round number, but these thoughts had no sting. I was ready.
As for Neil, he was eight years younger than I. When we met, the gap had seemed considerable, but now, this gap had narrowed. At thirty-seven, he was beginning to contemplate forty, and I never missed an opportunity to let him know how the added years made him all the more attractive. The man I called "kiddo" was now showing a bit of gray, which gave his sandy brown hair a golden cast. Though it may sound trite, he wasn't getting older; he was getting better.
On his last birthday, Neil decided he was due for a midlife lark, so he had one of his ears pierced--nothing outrageous, a single stud. I offered to buy him a diamond, but he hesitated, saying it might appear too dressy or flamboyant or affected. (God forbid!) Besides, he said, he wanted something more distinctive. So we went to a jeweler, and he chose an amethyst. The spot of purple fire has sparkled from his lobe ever since. He never removes it, and we have both ceased to noticeit--except in bed, in the semidarkness, where its steadfast glint spices our nights with an unexpected and erotic dash of derring-do.
"Our guests are waiting," he reminded me, stepping out of our embrace.
"And the lady has a taste for more blood." I removed the remains of our tenderloin from the warming oven and sliced a few thick pink slabs, arranging them on a platter.
Neil skimmed some fat from the juices in the pan, then poured the meaty broth into a gravy boat. "If she tears through this, we've got hot dogs in the fridge."
"She could have them for dessert."
"But I slaved all afternoon on that pumpkin thing."
"All the more for Esmond and us--it looks fabulous." It did. Neil had fussed.
Swooping back into the dining room with our bounty, we found our guests engaged in conversation. There was nothing remarkable about their words or their tone, but I found it strange that this was the first direct exchange I'd witnessed between them since their arrival that evening.
Esmond was asking, "And the studio will be ready next week?"
His wife leaned back in her chair. "It should be--assuming everything stays on schedule."
"That's a safe assumption," said Neil, setting down the gravy boat. He took the platter from me and served Gillian a fresh slice of beef. "I've never seen a construction project run like clockwork before, but this one has;"
Through twisted lips, Gillian reminded us, "I run a tight ship."
"So I've seen." I winked at her, sitting.
Neil sat as well, covering a laugh with a cough.
Esmond said, "I'm eager to get into the studio." His flat, lifeless tone conveyed no eagerness at all. He was too calm, too serene, as if in a trance. In my mind's eye, he slumped forward, landing his face in the empty bowl of ratatouille.
Blinking away this image, I asked, "Studio? You're an artist, Esmond?"
"My yoga studio," he explained.
"Ah."
Gillian spoke from the side of her mouth, as if confiding to me. "Esmond has been working with swami for ages. Any year now, he may achieve inner peace."
Esmond bristled, but with great self-control. The squint of his eyes sufficed as an outburst of emotion, well masked. "Really, Gillian," he said. "I wish you would not refer to Tamra as 'swami.' It's condescending and disrespectful."
His wife arched her brows innocently. "Why, I always thought 'swami' was a term of great respect."
"It is--when it's spoken from the heart."
"Sorry, Esmond. I've never been very adept at matters of the heart." Her tone was more cynical than contrite.
Steering the conversation to safer ground, I told her, "Your new house is the talk of the town, Gillian. I hope you'll allow the Register to run a story on it. Our features editor, Glee Savage, is dying to have a look inside. In fact, so am I."
"Well"--she waffled--"I suppose I owe you that much, Mark. Your support of the merger, on both Ashton's and Quatro's boards, has smoothed the way with a lot of wary stockholders."
"The merger seems right for both companies. I've been happy to support it."
"You're welcome to bring over your editor whenever you like."
Neil volunteered, "I'd be happy to show everyone around tomorrow."
"Perfect," said Gillian. Turning to me, she added, "That was a fine story in this morning's paper, by the way."
"On behalf of the paper, thank you." I hesitated. "But in truth, it was little more than a rehash of the press release."
"Nonsense." She flicked a hand, pausing between bites of beef. "It was well written, concise, and told with a real sensitivity to the issues."
"Yeah." Neil nodded. "I was pleased to read that the merging boards expressed their concern for the community and the environment."
"Oh, please." Gillian's lips sputtered with wry amusement. "Let's just say we had the PR department working overtime. I hope it wasn't too transparent."
Diplomatically, I told Neil, "I'm sure Gillian is just being glib."
"I'm sure," she echoed. Then she asked me, "Who wrote the story? I didn't recognize the byline--Charles something?"
"Charles Oakland."
"That's it. Obviously one of your more seasoned writers."
Neil burst into laughter.
Both Gillian and Esmond gave a startled blink, confused by Neil's reaction.
He explained to them, "Charles Oakland is Mark's pen name at the paper. He wrote that story."
Gillian looked befuddled. "Oh?"
I recounted, "When I took over the Dumont Daily Register four years ago, my role changed from reporter to publisher. But writing's in my blood, and occasionally I still like to report stories that interest me. Our readers have come to know my name in conjunction with the paper's editorials--which are opinion, not fact--so I felt I needed a different persona when reporting. Thus was born Charles Oakland. By now, it's pretty much an open secret who he really is."
"Thanks for clueing me." Underlying Gillian's good-natured tone was an implied reprimand for having kept her in the dark till then.
Neil swirled some wine remaining in his glass. "The story mentioned an accountant who needs to give the deal a final blessing. What's that all about?"
"That's a pain in the ass," Gillian said sweetly, through a false smile.
"That's the due diligence," I explained to Neil. "It's pretty routine. When companies merge, 'due diligence' is performed to verify that everyone's accounting is on the up and up. By entering into a friendly merger, Quatro and Ashton are, in effect, buying each other, so the two boards agreed upon the services of a single auditor. Tyler Pennell comes highly recommended."
Gillian sniffed. "He's a rube. He's from Green Bay." She paused before adding, "But I suppose he's harmless."
"Doug recommended him." I was referring to Douglas Pierce, our local sheriff and a close friend. "Tyler is actually a forensic accountant, a specialist in uncovering accounting irregularities relevant to solvingcrimes. He worked with Doug on a case a few months ago, and Doug was impressed. That's good enough for me."
Neil chortled. "I had no idea that accounting could be so cloak-and-dagger."
"Where large sums of money are involved, there's always room for mischief."
Gillian raised her glass. "I'll drink to that."
And she drained the last of the wine.
BITCH SLAP. Copyright © 2004 by Michael Craft. All rights reserved. . No part of this book may be used or reproduced in any manner whatsoever without written permission except in the case of brief quotations embodied in critical articles or reviews. For information, address St. Martin's Press, 175 Fifth Avenue, New York, N.Y. 10010.