Regan's Planet

EIGHT

Early the next morning, a delta-winged jet liner streaked westward across the face of the United States, outracing the rising sun. Its lone passenger, the Factor Claude Regan, moodily gobbled stimmo pills and looked forward in cold anticipation to the battle that lay ahead.

World’s Fair, he thought dourly. Who needed it?

A silly show. An extravaganza of vanity. Bread and circuses, nothing more. A display of pride. Desperate men had conceived the Fair to shore up the estate of a desperate nation, and now he, called in to save the enterprise, had impaled himself on his own ambitions.

Regan scowled. Had it been worth it? For months, he had driven himself to the brink of extinction, not for his own personal profit but for the greater glory of the 1992 Columbian Exposition. He had gained nothing, and it now seemed that he had lost a great deal. If the Old Guard succeeded in deposing him, it would only be on account of the Fair.

Who needed it?

He grappled with his doubts. Agreed, the Fair was an absurdity. Agreed, it was a display of cosmic vanity. But there was another side of it, wasn’t there? It took valor, bravery, to fling a metal moon into the sky in honor of a long-gone seaman. Columbus had half feared going off the edge of the world; the Fair in Columbus’ honor would literally go off that edge. It was an accomplishment, a hymn to boldness.

Regan found his spirits lifting as the plunging jet began its twenty-mile descent toward Greater Denver Airport. A sleepless night had tricked him into momentary depression, but his energies reasserted themselves now. The Fair was at once silly and grand, but its grandeur was all that mattered. The Fair would be a major event in human history.-And one man, only one man, was capable of seeing it through to completion. Regan knew he must not let himself fall vic-tim to his own fears now, nor allow himself to be toppled by the little men snapping at his heels.

It was a perfect landing. Regan emerged into a crisp, clear morning. The first blue was cutting into the iron gray sky of dawn. The first breath of Denver air hit his lungs, rarefied, invigorating, and he felt instantly more alive than he had for days.

A limousine waited for him, turbines thrumming, at the edge of the field.

‘Take me home,“ Regan said crisply.

The meeting came to order at ten that morning. Once again, Regan confronted the faces of Global Factors’ Board of Directors, four old men, six younger ones. Bruce and his satellites looked like fat cats this morning, Regan thought- cats who had already eaten the canary. He could practically see the blood on their jowls. His blood.

They were all exaggeratedly polite to him, Bruce and Rex Bennett and Lloyd Holt and David Emery, the four old men who had come here this morning not to praise Claude Regan but to bury him. They were all smiles, shaking hands with him, effusive and buoyant.

Regan’s own faction seemed grimmer, as well they might be. Two of them had every right to look grim-which two, Regan wondered?-because they were the turncoats who had joined the four veterans in demanding this special meeting. The rest of Regan’s men had good reason to show tension, too, for if they stuck by their loyalty to him, they might very well find themselves jobless tomorrow-while if they betrayed him, and he somehow prevailed anyway, they would suffer for it. A wrong guess at this stage could be expensive.

Sitting quietly, waiting for the meeting to open, Claude Regan computed the odds.

He began with a seven-four majority on the Board of Directors. One of his men had voted against him the last time, and probably would do the same today. That cut the majority to six-five. Another of his men had turned against him at least to the extent of voting to call this special meeting. If that same man voted with Bruce’s faction on Regan’s ouster, that made it five-six the other way, after Bruce, as chairman, broke the tie.

Therefore, Regan realized, he would be out of a job by lunchtime, barring a miracle.

But not finished. There had been a time, only last year, when Bruce had controlled the entire Board, eleven men out of eleven. Claude Regan had been a director then, but he, like the others, had always voted as Bruce asked. Yet Regan had surmounted that. Outnumbered one to ten, he had swept away six of the old directors, put his own slate in office, and taken over as Chief Executive Officer. A proxy battle had been the method. The stockholders had put him there.

He had done it once, and perhaps he could do it again. There were about a hundred million shares outstanding of Global Factors common stock. Regan owned three and a half million shares outright-three and a half percent. Friends and associates of his controlled another seven million shares. That gave him about a ten percent interest in the company.

The Old Guard faction had him badly there. Bruce himself, the largest single stockholder with 12,000,000 shares, could outvote Regan and all his backers. Bennett, Holt, Emery, and their supporters, adding their votes, could give Bruce a fat twenty-four percent interest.

The rest of the shares-75,000,000 of them-were in public hands, ranging from million-share blocks down to ten-share holdings. The votes of these stockholders would decide any battle for control. Fifteen million of the publicly-owned shares were registered in the name of a single brokerage house, the giant Merrill Lynch-Hutton combine. Merrill Lynch did not own the shares itself, of course; it simply held them for the accounts of thousands of its clients. But it recommended to its clients the way it thought those shares ought to be voted. The last time around, the whole block had gone solidly for Regan, because the Merrill Lynch-Hutton people felt that young blood was what Global needed. That dumped a whopping fifteen percent into Regan’s hands. But would they vote that way again? Or would they decide that the younger Regan had shown himself to be fiscally irresponsible in his brief stay at the summit, and had best be deposed?

That was the sticking point, Regan knew. In 1989 he had been able to muster more than sixty-five percent of the outstanding shares, through proxies, and he had elected six men to the Board of Directors. Here, in 1991, he might not be able to put together more than twenty-five percent of the voting stockholders, if that many-which would leave him unable to regain control.

‘I hereby call this meeting to order,“ Bruce Regan declared sonorously.

So it had begun.

Regan glanced tightly across the table and said, “Mr. Chairman, I’d like to know which of the directors voted in favor of calling this special meeting.”

‘Certainly,“ Bruce said, and a riffle of tension ran through the younger men at the table. He consulted a list at his elbow, strictly for show. ”Petition for special meeting was signed by directors Bennett, Holt, Emery, Olcott, Harris, and B. Regan, comprising a majority of the Board of Directors. Pursuant to Article XII of the corporation’s charter, such a meeting has been therefore called.“

Regan nodded. Now he knew the names of the two defectors, at least. Olcott and Harris. He eyed them now.

Henry Olcott was the firm’s comptroller: a thin, dry-voiced, prosy little man in his middle forties, with a flair for finance that belied his drab exterior. Regan had never regarded Olcott as a personal friend, but they had worked well together for a long time. Olcott had begun as a ninety-dollar-a-week accountant, and now, largely thanks to Regan, he was a millionaire less than ten years later. Why, then, had he turned to the opposition?

Regan thought he knew. Above all else, Olcott was a dol-lars-and-cents man. He believed in profitable operations and in sound financing. Loyal as he was to the man who had made him wealthy, he had a higher loyalty to the company. He would turn against Regan only if he felt the Factor’s policies were leading Global toward fiscal disaster. Olcott’s change of sides must have been the result of profound meditation, since Olcott certainly knew that by deserting Regan he was making a powerful enemy.

The thought that Olcott must believe he was irresponsible did not cheer Regan.

The other defection was harder to understand. Sid Harris was the one out-and-out puppet on the Board of Directors. He was Nola’s brother, and it was nepotism, pure and simple, that had put him there. He was ostensibly a lawyer, but his practice had never amounted to much. Regan had put him on the Global payroll-he was getting no fortune, but more than he deserved-and had made him a director as well. It was a hell of a situation, Regan thought, when a man’s own brother-in-law turned against him. But perhaps Bruce Regan had felt the same way when his nephew had slipped the stiletto into his back a year and a half ago.

Harris looked troubled by his decision. He was a soft-faced man, and right now he was tugging at his doughy cheeks in obvious distress. Olcott looked more composed, at least outwardly.

Bruce Regan said, “There’s only one matter on the agenda for discussion at this meeting. That’s the leadership problem. It’s the feeling of several members of this board that the controlling officers of the company have taken an increasingly wayward and irresponsible course.”

‘Several members of this board have felt that way for a year and a half,“ Claude Regan said.

His uncle nodded amiably. “Yes, but they comprised a minority. However, recent events have obviously produced some soul-searching among the other members of the board.” Bruce Regan stared straight at his nephew. “Claude, I won’t mince words. I’ve got a majority here that thinks you’re wrecking the company. The public at large seems to think so too, considering that the price of Global stock has fallen more than fifty points in the last six months. I want to ask you to resign as Chief Executive Officer, Claude. I’d rather you did it gracefully, without forcing us to throw you out with a vote.”

Regan shook his head. “I don’t plan on resigning. And you can’t throw me out.”

‘I’m sorry to inform you that we can, Claude. As you well know. I now control a majority of the Board. We can remove you. Wouldn’t it be pleasanter if you simply stepped down voluntarily, Claude?“

‘Pleasanter for whom?“ Regan asked.

Bruce steepled his fingers and said, “Last fall, you blackjacked us into investing a billion and a half dollars in World’s Fair bonds, and you simultaneously got us into a position where we were committed to absorb any bonds that this dummy underwriter of yours failed to get rid of. The bond sale was a flop and we are now creditors of the 1992 Columbian Exposition to the tune of many billions of dollars. We’ll be lucky to recover ten cents on the dollar of that. In addition, our working capital has been badly strained. We’ve had to liquidate profitable investments and to turn down interesting new opportunities, simply to keep the operation going with our treasury depleted. The next quarter’s earnings will be seriously affected by this situation. Henry Olcott tells me we’ll be lucky to cover our dividend at all. Which means we’ll have to dip into the earned surplus for part of the dividend payment, and thus further strain our capital position.” The old man’s smile was a frosty one. “Claude, you’ve made a blunder. In most companies, when the executive officer makes a mistake of this magnitude, he doesn’t need two hints to get out.”

‘I haven’t made any mistake,“ Regan said doggedly. ”I admit I counted on wider support for the World’s Fair bonds. But the Fair is still a year and a half away. I predict we’ll unload most of the bonds before then. Furthermore, I predict that the Fair will be a great success and that we’ll recoup our entire investment-with dividends. And-“

‘It’s hopeless,“ Bruce Regan said. ”You’re a paranoid, Claude. A megalomaniac fool. You’re blindly bringing a mighty company down to destruction and you can’t even see what you’re doing.“

“I’m the blind one, am I?” Regan retorted. “It’s less than a decade to the twenty-first century, and you’re still stuck in the nineteenth! The real disaster would be to let you get control of the company again. We-”

Bruce sighed. “Time is wasting. There’s a press conference called for noon, and I want to have this settled by then. I’ll entertain a motion from the floor.”

Rex Bennett said, “Be it moved that Claude Regan be removed from the post of Chief Executive Officer of Global Factors, Inc., at the close of business on April 1, 1991. The said Claude Regan to continue to draw his salary until the expiration of his contract with Global Factors, Inc., at which time-”

‘Wait,“ Regan said. ”Let me talk!“

‘Out of order,“ Bruce snapped.

Bennett droned his way through the rest of the motion.

Bruce instantly called for a second, and Lloyd Holt’s hand shot up.

‘Is there any discussion?“ Bruce asked.

‘Damned right there is!“ Regan said. The Factor got to his feet and faced his uncle squarely. ”I’d like to point out what will happen if you go through with this thing. Public confidence in Claude Regan is going to be very severely undermined. He’ll be openly branded as financially irresponsible. Now, I don’t deny that this will be an awkward tiling for Claude Regan, but it’s also going to be terribly serious for Global Factors. It could cost the company a hell of a lot of money.“

‘I fail to see-“

Regan cut his uncle off sharply. “Hear me out! I’m identified with the Fair. For better or for worse, it’s a one-man Claude Regan project. If I go under, the whole Fair will go under. If I’m thrown out of here, exhibitors will start withdrawing from the Fair, bond pledges will be cancelled, the whole show will go into receivership. Since there are no assets to be divided, just a mess of liabilities, Global's investment in the bond issue will be a total loss. It’ll cost Global better than four billion dollars to fire me now. Is that a risk worth taking?”

Rex Bennett smiled and said gently, “You’re overlooking one point, Factor. If the World’s Fair gets into financial trouble, as I have no doubt it will with you at its head, you will be replaced. Some cooler, wiser head will take charge and see the project through, and the bondholders will not lose their investment.”

Regan coughed discreetly. “I’d like to meet that cooler, wiser head, Mr. Bennett.”

‘Perhaps you will.“

‘I doubt it. Let me tell you something, Bennett, and it’s going to sound paranoid and megalomaniac. There’s only one man in the world who can make that Fair a going proposition, and it’s me. Claude Regan, Factor. I can bull the thing through, but nobody else can. So if you destroy my public image, you’re destroying the Fair, and wiping out Global’s heavy investment in that Fair.“

‘So you regard yourself as the indispensable man?“ Bennett asked.

‘Right.“

Regan had never seen a real, genuine sneer before, except in televised movies almost a century old. He saw a sneer now. Bennett said, “You’re crazy, Claude.”

‘Perhaps I am.“

‘And what’s more, you must think we’re crazy. Having gotten us into a devilish mess through your rashness, you now want us to back you to the hilt-because you say you’re the only man who can get us out of that mess!“

‘You’ve stated it exactly,“ Regan said. He swung around and faced the lower end of the table-faced the men he had thought of as ”his“ until not very long ago. He stared at Olcott, who met his gaze evenly, and then at Harris, who fidgeted. Regan said, ”There’s something else you’ve failed to consider, all of you, and that’s the profit Global stands to make out of this Fair.“

‘I don’t see any profit,“ Bennett said cavernously.

‘That’s because you’re not looking,“ Regan said, with his back still turned on the Old Guard. ”Look here. Because of my megalomaniac, paranoid ways of doing things, I’ve dispensed with the committee system for running the Fair. I’ve got a lot of big names on the letterhead of my committee, but I make all the decisions. Those were the terms under which I took on the job, when the Fair was just about at the point of collapsing, and they agreed.“

Harris blinked. Olcott scratched his chin.

Regan said, “What we’re building up there is a pleasure satellite. A resort world in the sky. It’ll have everything- sideshows, gladiators, you name it. It runs for two years, and then it liquidates and pays off its bondholders. In the past, it was customary to demolish a World’s Fair when it was over. It’s a stupid and wasteful thing to do, like most of the things done in the past. Why spend good money to smash that satellite up? Why not sell it to a private corporation, and let it stay up there as a permanent exposition?”

He saw some eyes widen. He continued to stare at the two waverers.

‘I’m the boss of the Fair. Megalomaniac me. I decide who purchases what. Suppose I undertake to sell the satellite to Global Factors, Inc. Let’s say I sell it for a million dollars. It cost billions to build, but that’s all been paid for out of Fair profits. Now we liquidate, fast. Global picks up a fabulous entertainment property for a song. Nobody can yell, since Global did underwrite most of the cost of building the Fair, and took a hell of a risk, and deserves some kind of reward. It may not be ethical, maybe, but it’s perfectly legal for me, as head of the Fair, to do whatever I damned please with that satellite after the Fair closes.“

Olcott’s eyes were gleaming. Regan could practically see the dollar signs dancing in the little comptroller’s canny brain.

‘Next point,“ Regan barked. ”The Fair is also building a space line to take people to the satellite. A bunch of neat little spaceships costing a few billion bucks all told. When I sell the satellite, I’ll naturally throw in the space line too. Wouldn’t that be nice? A pleasure world and a brand new space line, dropping into Global’s lap? Partly subsidized by the exhibitors at the Fair, partly subsidized by Global-but all Global’s to keep. It’s pleasant to contemplate. We ought to be able to gross a few billion a year out of that operation after we take title. Of course, it’s never going to come off, because you’re going to fire me, and I’ll be so discredited that the Fair will collapse into bankruptcy and what’s already been constructed will have to be dismantled and sold for scrap.“

He turned around, glancing at his uncle and his uncle’s supporters. Even Bruce Regan looked a little bemused by this new line of argument.

Regan said, “None of you ever thought about any of this, did you? Of course not. You silver-haired captains of industry can’t see beyond the next quarter’s earnings. You’ve got no idea of planning ahead. It’s a chess game, don’t you see, and I’m three moves ahead of everybody else. But you can’t stand that, so you have to tear me down. All right. Go ahead. I’ve said all I’m going to say. Take your vote, throw me out, hold your press conference. I wish you the best of everything, believe me.”

Regan slumped into his seat. He was flushed, sweating, drained.

There was a long silence in the room.

Finally Bruce Regan said, in a barely audible voice, “Are there any further statements?”

There were none. He waited a long, long time, but no one seemed to want to say anything.

‘I call for the vote, then.“

The electronic panel came to life. Green for Yes and ouster, red for No and retention. Idly, Regan moved his stud toward the red, and a light appeared. A moment later, two green lights appeared-Bruce and Bennett, unconvinced-and an instant afterward, a second red light flashed on. Tim Field, loyal to the last.

A moment passed. Somebody started to vote for ouster and changed his mind, a green light flickering on and abruptly flickering off. An instant later it went on again. A final decision-or somebody else’s vote?

Two more red lights. Slidell and Kennan, Regan guessed. A third red light. Orenstein. Regan had five votes in his favor, now. I’ve had it, he thought. Unless I swayed Olcott and Harris both, I’m cooked!

One thing puzzled him. So far, there were only three votes against him. Bruce and Bennett, undoubtedly, and probably Holt afterward. But why not four? Bruce, Bennett, Holt, and Emery always voted in a block, practically simultaneously. One member of Bruce’s faction seemed to be hesitating.

My God, don’t tell me I’ve converted one of them, Regan thought in shock.

He watched the panel. Three votes for ouster, five for retention. He waited for the remaining three votes against him to flash on. No doubt Olcott and Harris were weighing the odds and waiting for the others to make their moves. And one of the other faction too.

Another red light flashed, and Regan came to the startled realization that he had won. A fraction of a second later there were two more votes in his column. He had won and he had actually gained a vote from the opposition!

Bruce Regan looked suddenly like a man of a hundred and twenty years. “Three votes in favor of ouster, eight against,” he said hollowly. “There is no other business on the agenda of this special meeting. I-I declare the meeting-adjourned.”