Date: Wed, 26 Apr 2000 06:01:54 -0700 (PDT)
From: Orrin Rush <orrinrush@yahoo.com>
Subject: The Lifeguard, Chapter 16 (beginnings)

Disclaimer:  The following story is a work of fiction.  If you are
offended by descriptions of homosexual acts or man/man
relations, please exit this page.

                            THE LIFEGUARD

Copyright c 2000 by Orrin C. Rush.  All rights reserved.

Neither this story nor any parts of it may be distributed
electronically or in any other  manner without the express, written
consent of the author.  All rights are retained.

                              Chapter 16


We speculated on what might be going on, but soon gave that up as an
exercise in futility.  It was maddening, but there was no point in
getting pissed off at anybody.  We'd just have to wait.

Making love that night was entirely out of the question.  Neither
Eric nor I were the least bit interested.

Sleep was also difficult and fitful.  Around 4:00 AM, we gave up, got
up, and started the coffee pot.

There wasn't much to talk about.  We were both absorbed in our
thoughts about what we would be learning in a few hours.  Annie
joined us, alert and as anxious as we were.

"I need to do something," Eric announced.  "Let's swim a few laps and
get rid of some of this tension."

We all hit the pool.  I only intended to swim a little, but found the
stress melting away so continued.  Annie and Eric were going at it
like they were racing.  Finally, I had enough and got out.  It was
cool, but with a towel around me wasn't so bad.

"I feel a whole lot better," Eric said as he pulled himself out and
sat beside me.  "How about you?"

"A little," I admitted, "but I'm freezing my ass off."

"Me too," Annie said as she sat there shivering.  We headed for the
house and warm showers.

I scrubbed Eric and he scrubbed me.  He took my dick in his hand and
grinned at me.  I just shook my head, and he nodded in understanding.

We dressed and just toyed with the breakfast Mary prepared.   Annie
came in as we were finishing and told us that she was taking her own
car.

Eric was taking the day off from school.  We drove to the office
together.

Bill was already there when we arrived.  "I'm really sorry about
this," he said.  "I think you'll understand when it all unfolds."

I wasn't very talkative, and would decide on that later.

The meeting was to be in my office attended only by department heads
who were filing in.

When everyone was seated and the doors closed, John, our CFO spoke.
"I've been chosen spokesman," he said. "First, we're going to hear
from Bob who has some background information."

I'm going to fill you in on the Milton family," our Chief of Security
said.  "That might help explain why some of the things that are
happening got started.  Milton Manufacturing was started by Edward
and John's great grandfather, a 'Yankee' entrepreneur.  The company
has been passed down through the generations.  Edward and John's
father ran it with an iron fist.  He was a rather intolerant,
puritanical man.  He had three children, Edward, John and Sarah."

He paused then continued "Sarah was the oldest by several years, the
brothers barely a year apart.  While the boys were at Princeton,
something happened that enraged their father.  We weren't able to
find out exactly what it was, but our best guess is that it had
something to do with his puritanical nature.  He literally threw them
out of the family, disinheriting them and never allowing them in his
presence for the rest of his life.

"He died a few years later, and left his 80% interest in the Company
to Sarah.  The other 20% was owned by cousins.

"Sarah, not interested in the business, brought her brothers back to
run it for her, giving each of them a five percent interest.  Now,
I'm going to let John go on from here."

John continued "The brothers did a great job of building the
company.  Somewhere along the line, and with whatever motives, things
changed.  We only had time to go back through the last six years of
their records, but they started looting the company sometime before
that."

He paused, and there were a lot of sharp intakes of breath around the
table, mine included.  I glanced at Eric and his eyes were wide.

"We don't know when it started, but they have been methodically
draining huge amounts of money out of the company, possibly the
largest theft ever.  They did it in two ways:  dummy payroll and
phony purchases.

"So far, we have been able to identify 461 employees that don't
exist, all of whom are being paid an average of $175,000 per year.
That adds up to more than 80 million dollars each year.  The money is
being moved to offshore accounts in the Bahamas, then transferred
around the world, but we have definitely traced it back to John and
Edward.

"The phony purchases were harder to find.  Steel is their primary raw
material, and they buy most of it from Japanese mills, but they paid
for almost double the amount that actually was delivered to their
factories.  Receiving reports and paid invoices don't match, not even
close.

"Legitimate payments were made to one supplier account, and phony
invoices were paid to another account at the same company, so
obviously there's collusion involved.  We were, however, able to
trace transfers from those phony accounts back to John and Edward.

"There's undoubtedly more that we didn't uncover, but we believe
we've found the major leaks.  Now, the question is:  What do we do
with this information."

"Only those of us here know the whole story," he added.  "When we
realized what was happening, and the possible legal implications, we
kept our groups separated."

Bill spoke for the first time.  "There's only one problem.  We can
prove WHAT is happening, that the thefts or embezzlements are
occurring, but we can't prove who's doing it."

"But you said..." I stuttered, looking at John, then it hit me.  We
had used less than legal means to obtain this information and we
couldn't admit that.  I looked around the table, all eyes were on
me.  Even Eric understood.  Our hackers were good.

"We know, but we can't prove it," I said.  "Am I correct?"

"That's about it," John said.  "We know, without a doubt that
they're behind it, but we can't make any accusations without  opening
ourselves up to enormous liabilities.  Nothing we have would stand up
in court."

"A major crime has been committed against all the other
stockholders.  Don't we have a moral obligation to let them know
about it?" I asked.

"Moral, maybe," Bill said, "legal, no.  A few clerks would go to jail
for embezzlement, but nobody can touch the Milton brothers.  Even the
Justice Department would have an impossible time tracing the funds
they stole.  The money's outside their jurisdiction now, and the
foreign banks would stonewall them, invoking all of the bank secrecy
laws that apply in their countries.  It's been tried before, never
successfully."

"Do we have a legal opinion on all this?" I asked.

"Yes, we do," John said.  "I took the liberty of consulting an
outside attorney, and his immediate response was to 'drop it'.  I
didn't want to involve our in-house legal department."

"OK, then," I said, "what do we do now?"

"I think I speak for everyone," Bill said.  "We go ahead and buy it.
We plug the leaks, and have a very viable company that'll pay back
our investment in six or seven years."

"How fast can we plug the leaks?" Eric asked.

"We can have control over their bank accounts before the ink's dry on
the contracts," John said.  "We know where to go and how to put a
stop to any more bogus payroll checks being issued and the same for
accounts payable."

"Do you think they'll have the balls to keep sending in phony
invoices?" Eric asked.

"It wouldn't surprise me," John said, which got a chuckle from
everyone.

"In view of what we know, how much should we offer them?" I asked.

"Let's wait until we see their year-end statements," John suggested.
"It wouldn't surprise me to see a dramatic increase in profits.
They'll want it to look good to us."

"It's supposed to be ready this week, isn't it?" I asked.

"By Friday," John said.

"Do we have financing lined up?" I asked.

"Ready to go," Bill said.  "We can move really fast."

"Let me think about this," I said.  "In the meantime, how about
preparing some projections on what the company'll do with all the
leaks plugged?"

"We'll have them on your desk tomorrow," John answered.

The meeting was over. Whew!  A lot to think about!

When we were alone, Eric grinned at me.  "Power, again," he said, and
it was pretty obvious what he was talking about.  "Shall I lock the
door?" he asked, leering.

"I don't think I can concentrate," I told him.

He ignored me, walking over to lock the outer door, then went into
the bathroom.  He came back with a towel and went over to one of the
sofas.  "Come here," he said.  I obeyed.

He had his suit coat off by the time I got there, and took me into
his arms, kissing me and pulling my now hard dick against his.  "You
need this," he said. "We both need this."  I helped him get my coat
off, and he wasted no time undoing my pants and pulling my dick out.

"Sit," he ordered, as he pulled my pants and shorts down to my
ankles. He dropped his own and settled between my knees, taking me
into his mouth.

Thoughts of the Miltons evaporated as I watched that beautiful blond
head bob between my legs.  He was almost possessed, sucking with a
frenzy.  I was a lot more aroused than I realized, my back arched and
I shot a major load into his mouth.  He continued sucking until I
went soft.

He stood, his beautiful dick waving in front of my face.  I leaned
forward to swallow it.  He unloaded before I could even work up a
good rhythm.  As usual, he was delicious.

Slumping down beside me, he asked, playfully, "feel better?"

"I'm still coming down," I admitted.  It had been fast and
unexpected, but completely draining.  The whole thing was over in a
matter of minutes.

"We'd better get presentable," he said, gently wiping my leaking dick
with the towel.

"You up for a 'Power Lunch'," I asked when the evidence had been
cleared away.

"Sure," he said.  "I'd love to be seen with 'my man' with that
freshly fucked glow you're wearing right now."

"Does it show?" I asked, surprised.

"It does to me," he giggled.  "I love it!"

                              - - - - -

Sitting around discussing the day's events that evening with  Eric
and Annie, she dryly commented "Most of what was said this morning
went way over my head, like the Blue Angels, but I didn't want to
show my ignorance and kept my mouth shut.  What's really going on?"

"I really don't know, and I don't want to know," I told her, "but I
can guess."

I told her the story about the hackers, and how I assumed that they
were responsible for breaking into the bank computers around the
world to get the information.

I also explained that I didn't know who they were or where they
worked, but I was pretty sure they were still on the payroll.  I
believed that they worked under our Security department, but didn't
ask questions.  It was one of those things we did that was really
hush-hush.  No doubt, many companies did the same thing, but kept it
quiet the same as we did.

"Why didn't they break into Milton's computers?" she asked.

"I'm sure they did," I answered, "but we had complete access anyway."

"I'll bet that's how they got all the dirt on Gunter," she speculated
out loud.

"I wouldn't know," I answered, smiling.

"Power," Eric growled as we climbed into bed that night.  "Today was
great, but nowhere near enough."

He put my hand on his bicep and flexed.  My dick sprang to
attention.  "Stop that," I told him, "or I'll cum."

"Can't have that," he said, kissing me passionately.

He wanted to ride my dick, and I had no objections.  "I'm going to
try to wait for you," he said as he lowered himself on me, "but no
guarantees.  You're so fucking hot tonight!"

He did all the work, raising and lowering himself, giving the most
stimulation possible to his prostate.  I watched his blue eyes roll,
sharing in his enjoyment, and heating up fast myself with the
sensations that his tight ass were giving my own cock. I didn't touch
his cock which was waving and pulsing in front of me.  He put my hand
on his arm again, and that set us both off.  I blasted inside of him
while he writhed, moaned and spurted above me.   It was a really long
orgasm for both of us. Wave after wave swept over me, and he just
continued shooting all over my chest.

"Ummm, better and better," he said as he collapsed on top of me.

                              - - - - -

Annie had made several trips to Palm Springs to see Tina.  It was now
my turn to go.

I didn't know what to expect or how to act, but decided to just be
myself, whatever that was.  Actually, I dreaded the meeting,
something Eric picked up on, and he gave me a lot of moral support.

When she was ushered in, she gave me a cheery "Hi, Dad," and a
perfunctory hug.

"How's everything going?" I asked.

"I'm making a lot of progress, they tell me, really I'm not so sure,"
she said.  "I'm completely off all the drugs, and, as you can see,
have put on a few pounds."

She did look much better than the last time I'd seen her, and her
"up" attitude was pleasant.

"I hear you've been real busy, buying another company, Annie told
me," she said.

"Yes, that has taken a lot of my time," I answered, "but let's talk
about you."

"Well, they're treating me really well here, and Ingrid has been
wonderful.  We're lucky to have someone like that 'almost' in the
family," she said.

I noticed the "we", which gave me a little hope.

"I'm learning a lot," she continued, "about myself, and I'm not real
happy with what I'm finding out.  I got into the drugs so easily
because of other, real, problems that I didn't want to face.  It was
an easy way out, and I took it."

"How do you feel about all that?" I asked.

"I can't completely blame Gunter," she said.  "I allowed him to get
me started on them.  He was one of the first people in my life that I
thought really loved me, but now I realize he was using me, thinking
he could get to your money through me.  He controlled me with the
drugs, and I didn't really care what happened, but I felt safe and
secure with him.  How wrong I was!"

"He's part of the past, let's forget him," I suggested.

"I have to deal with the 'wreckage of my past' before I can deal with
the future," she said.  "That's what I'm doing now, getting rid of
it, and it's not easy dealing with things I never wanted to face."

"I can understand that," I said, moving over to give her a hug.

"There's another thing, Dad," she said.  "I owe you a huge 'amends'
for the things I've done and said to you."

"What's an 'amends'?" I asked.

"An apology, I guess," she said, "as much for me as for you.  I've
said a lot of awful things to you.  They were words put into my mouth
by Mom, but nobody held a gun to my head and forced me to say them.
I take full responsibility.  Can you forgive me?"

"Of course," I said, "I knew the source and didn't take you that
seriously."

"I'm still truly sorry," she said.  "I really don't know you that
well, but from what Annie's been telling me, you're nothing like what
Mom said you were.  That's another thing, Mom.  Someday I might be
able to forgive her for the way she treated me when I needed her.
You were right there for me which I'll never forget."

"You know I won't comment on your Mother," I said.

"I'm just now seeing how she lived vicariously through us, me in
particular," she said.  "She's a poor pathetic woman who doesn't have
a life."

I just nodded.  No comment.

"Now, tell me about Eric," she said.

"Are you comfortable with the gay issue?" I asked.

"I've had some long talks with my therapist about that," she said.
"I don't really have any problem with two guys together, it's just
the resentment I had toward you that made it seem so wrong.  Mom
pounded that idea into me, and she's totally wrong about that, too.
I've met him, of course, and even though I was in a fog, he seemed
like a real nice guy."

"He is," I said, "and I love him a great deal."

"I'm happy for you both," she said, "at least you have the guts to
live the life you want."

We talked and talked.  I kept the conversation focused on her as much
as possible but answered any questions she had about me.

Our time together was running out.  The Clinic only allowed her an
hour with me.

"I'll be ready to leave here in another few weeks," she said.  "I
don't know where I want to go.  Not back to Mom, that's for sure."

"Tina," I said, "you always have a home with me if that's what you
want.  We'd all love to have you come live with us.  Give it a try,
and if you like us, you're welcome to stay forever."

"Thanks, Dad," she said.  "I needed to hear that - from you.  I think
I'd love it.  It'd give me a chance to put my life back together and
decide what I want to do with it."

Before I left, she insisted I meet her therapist and some of the
friends she'd made there.

All in all, I felt really good about seeing her.  She was willing to
give me a chance.  My little girl was coming home.

                              - - - - -

The Milton's year-end statement arrived on Friday.  As predicted,
profits had shown an upswing.

After Eric had looked it over, his comment, shaking his head, was "I
just can't believe the arrogance of those bastards.  They've gotta
know that you know what's going on.  If they're so naive as to think
you don't know, they'll damn sure find out in a hurry when the sale
closes."

"They're smug," I agreed, "and you know what?  They're going to get
away with it."

"That's the sad part," he said.

"It's ironic," I said.  "It's a win-win situation.  They get away
with one of the biggest thefts of the century, and we get a helluva
bargain.  They're pretty sure we'll never rock the boat, and we
won't.  I sure as hell don't want another scandal like that mess in
Las Vegas."

"There's bound to be publicity," he said.

"Yes, but this time it'll be favorable, I hope," I said.

"How much are you planning on offering?" he asked.

"Three billion even," I answered.  "I think they'll jump at it."

"When?"

"Next week, I think,  Want to go with me?" I asked.  "Earn some of
that fat fee you're going to collect?" I kidded.

"I DON"T want a fee," he said.  "But yes, I'd love to go.  I'd like
to see what those schmucks look like.  How about Friday?  I only have
one class, and I can miss it."

"That sounds good," I said.  "We can leave Thursday afternoon and if
we feel like it, spend the weekend in New York.  Oh, and as to your
fee, that's out of your hands.  Relax and enjoy it."

He just shook his head at me.

There were a lot of last-minute preparations.  In essence, it was a
rather simple transaction.  We were buying all of the stock of Milton
Manufacturing, just a bunch of paper, but it represented ownership of
all of the assets of the company.  The first step was for Milton to
execute a corporate resolution accepting our offer.  Then the
stockholders had to approve it, and have their attorneys approve all
the documents.  Funds would be transferred from our account to their
account, and it was a done deal.

Sounds simple enough, but there were all sorts of potential snags.
Their attorneys would, no doubt, want to make changes in the
agreements to justify their own existence, and their demands might be
unreasonable.  The rest of the stockholders might not agree.  Hell,
maybe they wouldn't even accept our offer.

At least, all the legal wrangling would be between their lawyers and
ours.  Unless they wanted material changes, I wouldn't even be
involved.

We wanted to close the deal at the end of February, Tuesday the
29th.  They wanted to move fast, and we were ready.

By Thursday, I had a briefcase full of documents.  The offer itself
was only one page, but the agreements were a lot heftier.

The Miltons expected us, and the offer.  Perversely, I wondered if
they were sweating.

At exactly 9:30 AM on Friday, Eric and I walked into the main office
of Milton Manufacturing.  We were immediately ushered into the inner
sanctum.

I introduced Eric, and got directly down to business.  It was about
all I could do not to sneer at these supercilious assholes who were
probably the biggest thieves on earth.

I knew, from their manner, that they considered us uncouth
"Westerners", far beneath them on the evolutionary scale, and it made
me happy to know that in a few weeks I'd be throwing their starched
asses out of this very building.

I handed the offer to Edward.  He took one look at it and handed it
to John.

"I'm afraid that we'll have to consider this," he said.  "It's not
for the amount we asked, and our stockholders will have to be
consulted."

"Fine," is said, dropping the cultivated tone.  "This offer's good
for 10 days only.  We wanna close by the 29th, so you'd better get to
work.  Call us when you have an answer."

I took the agreements out of my briefcase and put them on Edward's
desk, said "See ya", turned and headed for the door.  Eric followed.

When we got into the car, Eric was shaking his head.  "I didn't know
snobs like that even existed," he said.

"Perhaps a bit pompous," I answered in my godawful version of a
British accent.

Eric roared.  "How can you joke around at a time like this?" he asked.

"It's either laugh or get pissed off," I said.  "I'd rather laugh at
those assholes."  We were both laughing by now.

"Did you notice John?" he asked.

"No, what?"

"The only time he took his eyes off my crotch was when he read the
offer," he said.  "I gave him a pretty good show, too, and I thought
the old fucker would faint!"

"Maybe that's what Daddy got pissed about," I said.  "Caught old John
with a dick in his mouth, maybe Edward's."

"Somehow, I can't picture that!" Eric said.  "Too messy and
uncultured.  Seriously, what do you think'll happen?"

"They're just posturing, even more than usual," I said.  "They'll go
for it, but with a lot of kicking and screaming for effect.  Let's go
to Greenwich Village and act queer," I added, lightening up.  "Maybe
Ron and Jason will join us, and we can raise some hell."

"Let's do it!" he answered.

The guys agreed to meet us for dinner and a night out.  Eric and I
had a long, leisurely lunch then returned to our suite.  Both still
in a playful mood, we made crazy love all afternoon even though the
maid continually banged on the door for some unknown reason.

After a nap, we put on tight jeans and were ready to go.  Jason took
one look at us and commented "you guys look  like trouble!"

"Ah, yes, darling," Eric said, grinding his crotch into Jason's.

"What's with you guys?" Ron asked.  "Must've been one hell of a
meeting this morning."

"Actually, nothing happened," I said.

"A lot did this afternoon," Eric giggled.

We had a mediocre Italian dinner in the Village, then headed for the
clubs.  Ron and Jason knew their way around, and we started at the
tamer ones.  As the evening went on, they got raunchier and
raunchier.  In the back room of one, a full blown orgy was in
progress.  It was crowded, and we got thoroughly groped.  Some guy
had his hand in Eric's jeans, and soon had his dick out, playing with
it.  I didn't waste any time and was on my knees in front of him deep
throating it all.

We had an audience, and I gave them a show.  Ron and Jason were on
the other side of the room doing their own thing, rather vigorously.

On the way back to the hotel, we decided to go home the next day
instead of waiting until Sunday.

Back in our room, Eric was still horny.  We took our time releiving
that condition.

"I can't believe we did that last night," he said as we were waking
up.

"What?" I mumbled, still groggy.

"Your sucking me off in front of all those people," he said.

"You liked it?" I asked, coming to.

"It was wild!  Really different," he said.  "A lot of those guys
couldn't believe that you could swallow all of me."

"Just takes practice," I said, throwing back the covers and starting
a repeat performance.

                              - - - - -

I didn't expect to hear from the Miltons until at least Wednesday.
They had until Sunday to accept.  They didn't call until Friday, late.

"Mr Rush?"  It was John for a change.

"Our stockholders have agreed to your offer," he said.  "However, we
are having some difficulty with the terms of your purchase agreement."

Here it comes, I thought.  "Would you be more specific?" I asked.

"First, there are a few mementos that Edward and I would like to
remove from the premises," he said.

They probably want to keep the old factory to play with, I mused, "I
don't think that'll be a problem," I said.

"Then there is the holdback clause," he continued.  "We would like a
clearer definition of 'material' and for the discovery period to be
shortened to thirty days from ninety."

They didn't want to give us a chance to really dig, but hell, we'd
already done that.  "I think we can work that out," I said.

"There are also a myriad of other small details too numerous to
mention that we require be changed," he added.

They were going to be picky.  "Why don't you have your lawyers
contact mine on Monday, and let them thrash it out," I suggested.
"In the meantime, how about sending us the signed acceptance and
corporate resolution by FedEx.  That way we'll have it on Monday."

"Excellent, Mr. Rush," he said.  "We'll send the papers by courier so
that you will have them tomorrow."

That was it.  Just a few kinks to be ironed out and we'd bought
ourselves another company.

I alerted all the troops at the office, then went home for the
weekend.

Eric was excited when I told him the news.  For me, it was kind of a
ho-hum thing.

"It's not over yet," I told him.  "God only knows what they want to
take with them, and they could pick away at non-issues for weeks."

"What about the hold-back?" he asked.

"My guess is that they don't want to give us a lot of time to find
the leaks that we already know about," I said.  "They evidently think
we're so dumb that it'll take us months."

"Here's something else," I added.  "You didn't hear this, but the
minute they said they'd accepted our offer, we tapped into their
computers.  We're downloading everything on them as we speak."

"You're diabolical," he chuckled.

"Afraid I can't take credit for this one," I said, "but I agree with
the idea.  It's better to take precautions."

"By the way," he said, "I've already made arrangements so that I can
miss school on the 28th and 29th.  And the first of March, too, if
necessary.  I'm hoping that you'll invite me to go with you."

"Let's get a few things straight," I said sternly, sitting down
across from him.  "You're my partner.  In Life.  That means
everything, business included.  I would like to have you by my side,
24 hours a day, every day if that were possible, but I know it's
not.  You're included in everything I do.  Not only are you my best
friend, and my lover, but you're the most insightful advisor that
I've ever had.  If you think you have to wait for an invitation to
join me, in ANYTHING, you're dead wrong."

"I wasn't sure, and I certainly didn't mean to upset you by asking,"
he said.

"It upsets me to think that you don't understand how I feel.  I hope
I've made myself clear on that," I said.

"Abundantly," he said.  "I understand that with this buyout, you're
moving into the really big leagues, and I wasn't sure where I fit in."

"You're my partner, and if you want the whole world to know that,
we'll tell 'em.  You stand by my side, not in my shadow," I said.  "I
love you, and more importantly, I respect you."

He moved over to sit on my lap.  The first time he'd ever done that.
"I knew we had a good thing going," he said, "I just didn't realize
how good."

The serious moment was over.

"There's another thing," he said.  "I don't want you to pay me for
the little suggestions I make."

I stayed calm.  "Let me explain that," I said.  "Your 'little'
suggestion has saved us an enormous amount of money, and more
importantly, time.  It was something so obvious none of us could see
it.  If we'd followed the conventional route, this Milton deal would
still be months away from closing.  Not only are we saving on the
acquisition process, but we're getting the company sooner, and will
be making money all those months that we would otherwise have spent
waiting.  We're not paying you nearly enough, and it wouldn't
surprise me to see a lot of other takeovers following the same
route.  You may very well have started a trend, and you definitely
deserve the credit."

"If you really feel that way..." he said.

"I do," I said.  "Case closed."

On Monday, we learned more about what the Miltons wanted. The first
item, which they evidently felt was very important, was their office
at Headquarters.  They wanted use of that office for six months, then
the right to remove it, all the furnishings and even the wood
paneling and ceiling.

My response to this, when our Attorney explained it was "Hell yes,
they can have the office, but they can't stick around for six
months.  I want them out of there the minute the contracts are
signed.  Get some antique outfit in there to take everything out and
re-assemble it anyplace they want.  We'll even pay for it.  Just get
them the hell out!"

On this, I was adamant.  I wanted it to be clear, from the top to the
bottom of the company who was in charge.  This had to be clear cut
and obvious.  If the Miltons had any plans to continue their little
games, they would have to play them from a distance, not from the
heart of the operation.  We didn't need to have to deal with that
distraction.

The holdback clause was a little more complicated.  It protected us
against surprises such as "material" changes in the company's
financial condition that we were unaware of.  In the agreement we had
presented to them, this had called for $300 million to be held by a
bank for 90 days while we checked everything out.  If nothing was
found, the money would go to the Miltons, but we would be paid for
anything that hadn't been disclosed.

Bill called me aside on this one.  'We know they're crooks," he said,
"and they may have the balls to pull some last minute  surprises."

"I know," I said, "but we're monitoring them pretty closely, aren't
we?"

"From our downloads over the weekend, we were able to pull a trial
balance.  Our guys are analyzing it right now," he said. "We'll
continue to track cash and paybles daily until this thing closes.  I
think we have a pretty good handle on everything."

"How about a compromise," I suggested.  "We'll play dumb and request
a trial balance as of today, and if everything's OK, that will be the
benchmark, and we can agree to shorten the impound period to 45 days,
even 30 if we have to."

Bill agreed.

We went back to our Lawyers and gave them our decision. Even though
they were on our side, we couldn't let them know how much we really
knew.

The rest was inconsequential, picky shit.  Milton's attorneys, left
out of the preliminaries, obviously were trying to make up for it by
wanting to change a word here, a word there, and bill a lot of
hours.  We gave our attorneys the go-ahead to agree to anything that
didn't erode our position.

After they left, Bill and I went over some of the other details.  A
consortium of banks had agreed to lend us the money we needed,
actually more than we needed.  Hell, it was easier to borrow a couple
billion than it was to get a car loan!

Our people were working on the logistics of the transfer.  Since we
didn't trust the Miltons, and didn't know which of their minions were
in cahoots with them, we had to take control fast.  From what Bill
told me, that would happen in a matter of hours rather than days or
weeks.  Our people would be moving in at the same time the final
papers were being signed.

The detailed planning that had been going on was an enormous task,
and our people had risen to it.

"You know, we've been in 'crisis mode' around here ever since we
decided to expand," Bill commented, smiling.  "I think our guys love
it.  We're going to have to look for some new worlds to conquer."

"Not until we digest this one!" I said.  "Do you think we've bitten
off more than we can chew?" I asked, admitting my doubts.  "Are we
moving too fast?"

"Hell no," he answered.  "The Chateau deal was a piece of cake.
Annie's running it now, and doing a helluva job, I might add.  This
one's a challenge, and I know we're up to it."

"I hope so," I said.  "There's a lot on the line."

"Give us a year, and you won't recognize Milton," he said.  "We'll
make that baby sing!  I feel really good about it."

"Now," he said, "how about YOU?  How're you doing?"

"Never been happier in my life," I told him.  "A few family problems,
but they'll get taken care of."

"Eric's the best thing that ever happened to you," he observed.  "I
just wish he'd get more involved in the business."

"He's his own man," I chuckled.  "Actually, he's more involved than
you think.  We talk everything over, and half of the great ideas I
come up with are his.  Maybe someday he'll get directly involved, but
that's up to him, and I'm not going to push."

"Well, I am," he said.  "We could use his brains around here."

                              - - - - -

The Miltons did a great deal of kicking and screaming about the
"office" issue.  They took it as a personal affront that we wanted
them out of there.  Even their own attorneys couldn't understand
their stand on this petty issue.  I refused to back down, and after
several days of bickering, they finally agreed.

I loved Eric's suggestion that we send a couple of "Call Boys" over
to improve their humor.

They had provided us with a trial balance, and it matched the one we
already had.  It appeared that everything was going along OK, no
surprises, but we continued to monitor them.

It looked like we would close as scheduled.  Our troops were poised
to pounce.  Even the press releases had been approved by everyone
concerned.

Then, on the Friday before the planned close on the following
Tuesday, John and Bill came into my office with worried looks.

"We may have a problem," John said.  "Over the past 24 hours, they've
entered enough Accounts Payable to cover a couple months' worth of
purchases."

"Are they real or bogus?" I asked.

"Since we can't see the actual invoices, it's impossible to tell,"
Bill answered.

"What did they buy?" I asked.

"About $800 million worth of steel," John said, "a lot more than
we're holding back."

"Surely they don't expect us to pay for something we never got," I
said.

"It's not that simple," John answered.  "The bills are from Japanese
mills, and if they're as deeply involved with the Milton's scheme as
I think they are, there'd be a helluva mess if we refused to pay,
probably cause an international incident that could go on for years."

"I don't believe this," I said.

"I'll bet that it's deferred billing for goods they supposedly
received months ago," John said.  'It'd take us months to sort out
what's legitimate and what's bogus.  Their records aren't that good
and by now, the stuff is unidentifiable."

"The big thing," Bill added, "is that we can't even admit we know
about it."

"I realize that," I said.  "We won't know about it, 'officially',
until we take over on Wednesday."

"What's the bottom line on this, gentlemen?" I asked.

"We'd have to prove, conclusively, that the invoices are bogus before
we could even touch the impound account, and then we'd have to go
after the Japanese.  That could take years, and we'd probably have to
put up the whole amount we supposedly owe while it goes through the
courts.  I'm afraid we might end up stuck with most of it," John said.

"How much will it cost us to back out?" I asked.

"We'd forfeit the $100 million we put up in good faith," Bill said.

"That's a lot of money down the drain," I said.  "I have a
suggestion.  We have until Tuesday to make a decision.  Get all your
best people together, tell them everything, and see what they can
come up with.  I WANT that company, and I'm not going to let those
slick fuckers get away with this."  I paused for a breath.  "Let's
meet back here Sunday and see if we can find a way to get out of this
with our asses intact."

"It's worth a try," Bill said.  "We'll be burning the midnight oil,
but I agree, we can't let them get away with this."

To be continued.


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