Читать книгу This Little Piggy - M.G. Crisci - Страница 11

Ryman’s attorney Allyn Tishman was not exactly what Victor expected.

A small, almost frail figure of a man with a warm smile, wavy salt-and-pepper hair, and tiny reading glasses hanging from his nose greeted Victor in the lobby. It was like meeting Mr. Rogers, complete with a light blue sweater vest, away from his PBS neighborhood. “So nice to meet you. I’m Allyn Tishman. I’ve looked forward to meeting you. Franklin has told me so much about you. Why don’t you come into the conference room, and we’ll chat a bit.”

Tishman sounded friendly enough, but his introspective stare suggested a cool, calculating analytical mind. The conference room was depressing and consisted of a big table with a tiny aisle around the perimeter for sitting and walking. At the far end of the table sat a jar of peanut butter and a dish of thin, unsalted cracker squares.

Victor performed his chameleon impression. “I gather you've known Franklin a long time?”

“We go way back to the hospital days. Quite an exciting ride. Both ways. I was having some lunch before you came in. I’m a student of alternative medicine. Not long ago, I read about the extraordinarily high-protein content of peanut butter. As a consequence, peanut butter has become a staple of my lunchtime diet. Interestingly, the baked crackers, which contain significant unrefined complex carbohydrates compared to highly processed white bread, are a natural complement to the peanut butter. I wash it all down with a refreshing cinnamon-apple herbal tea. Like all of us, I’m trying to fight the ravages of age.”

Victor didn’t know what to say. Was this a test? Have I already flunked? Tishman continued. “Franklin tells me that your knowledge about raising capital in the public market-place is a bit limited. Hmm.”

“That’s true,” Victor admitted. “That’s why I told Franklin I might be the wrong candidate for the project. My real business expertise is working with major corporations, developing and implementing marketing programs that increase product sales. I’m one-part management consultant, one-part salesman. Given the recession and all the market turmoil, am I really what Wall Street wants?”

Tishman was certain Victor’s humility was a pitch for more of something; he just didn’t know what. Yet. “Not an issue,” said Tishman, daring to wonder if Ryman had made a gigantic blunder while ignoring the question posed. “There is nothing complex about the entire financing process, particularly in the penny stock sector. I’ll be advising you over the coming months as we develop the red herring. You’ll be quite knowledgeable by the time you begin to meet potential investors.”

“What’s a red herring?”

“My, my, Victor, I can see we are starting from scratch,” chuckled Tishman in a friendly but condescending tone. “A red herring is another name for a prospectus, which is the document we will be submitting to the Securities and Exchange Commission to obtain the necessary federal approvals to market our common stock directly to the public. A portion of the document is printed in red to reinforce the speculative nature of a given offering to prospective investors. Hence the name.”

The intercom buzzed; Martin Diamond had arrived. “We’ll be right there,” Tishman told his assistant.

“Who is Martin Diamond?” asked Victor.

“Martin,” said Tishman, “was involved with Franklin throughout the entire consolidation of the medical industry. He has a brilliant financial mind and a real feel for what kind of deal The Street will buy at a given point in time. He and Franklin worked closely in the past.

In this deal, however, he’ll be more of a ‘behind-the-scenes’ advisor. He won’t have any day-to-day operational responsibilities.” Victor nodded, although he had no idea what the hell Tishman had said.

Diamond’s business patina was completely different than Tishman’s — impeccably dressed in a mocha English tweed suit, blue-striped shirt with a white starched collar, yellow print Armani tie, and cordovan wingtips. The whole GQ spread. “Pleasure to meet you, Victor,” said Diamond, like a medieval lord addressing his feudal peasantry. “Franklin has told me nice things about you. He is very impressed with your marketing and operational experience. As you know, neither is Franklin’s strong point.” Diamond’s sarcasm enveloped the conference room.

Tishman chuckled. Victor didn’t get it — yet. He smiled but thought what an asshole! “A pleasure to meet you also. Allyn tells me you’re the real financial brain behind this exercise,” said Victor playfully.

“My God, you mean someone finally realizes I’ve made Allyn and Franklin a lot of money? Of course, as we all know, with Franklin enough never seems to be enough. And, when it’s all gone, he goes on a crusade to somehow, someway make another fortune. The man is such an impetuous scoundrel. I love him.”

Victor’s smile refused to break. With friends like this, who needs enemies? “So, Martin,” asked Victor naively, “what exactly will you be doing in ITI?”

“My dear boy, I am your pot-of-gold insurance policy.”

“Humor me,” quipped Victor, displaying his newfound knowledge. “How does that translate into our red herring?”

Diamond looked at Tishman. How fucking green is this kid? Tishman interrupted the awkward silence. “Victor, you need to understand that Martin is not exactly in the prospectus.”

Tishman decided it was neither the time nor place for full disclosure. Diamond had once been the chief financial officer of Ryman’s original creation, United Medical. As the HMOs began to lower reimbursement rates to hospitals as well as doctors, the costs of debt service (interest on the money borrowed) far exceeded the cash-flow savings from the centralization of certain hospital outpatient care operations. Ryman, who had gained enormous notoriety as one of Wall Street’s young wunderkids, realized there was a major problem: Wall Street was unforgiving. One strike, and you were out.

He and Martin cooked the books for a quick sale before word leaked to the press or Securities and Exchange regulators. Based on Diamond’s misrepresentations, Yuma Medical jumped at the chance to buy the rapidly growing United organization at a discount to the market. The word they got from Diamond was that Ryman was bored. He wanted to play billionaire on the beaches and in the clubs of St. Tropez, Nice, and Cannes, and gamble till sunrise in the casinos of Monte Carlo. Diamond, knowing he would never again “officially” work in the securities industry, cut a deal for a non-disclosable share (i.e., less than five percent) of founder equity in all of Ryman’s future ventures.

Initially, Ryman screamed and yelled and hemmed and hawed that “one of his best friends in the whole world was trying to screw him.” Diamond laughed at Ryman’s pathetic attempts to overpower him, knowing full well if Ryman didn’t acquiesce, they’d both go down in flames. Once the men resolved their differences, they again became buddy-buddy — as if nothing had happened.

“Customarily, Martin functions as the ‘unofficial’ treasurer and chief financial officer in Franklin’s inventions and holds less than a five percent equity position.”

“What has that got to do with anything?” Diamond’s eyes looked heavenward. Tishman smiled his Mr. Rogers smile. “Victor, in public offerings, only those individuals who own five percent or more of the company have to be so identified. Understand?”