"You know they're going to kill me, don't you, Senator?"

"No one's going to kill you, Billy, not as long as I'm with you."

"Do I have your word on that, Mr. Davenport?"

"You have my word on it, Billy. So let's go out and face them together."

Fletcher opened the classroom door. He didn't need to search for a light switch as there were so many megawatts beaming in from the playground that he could clearly see the door at the far end of the passage.

He and Billy walked down the corridor together without a word passing between them. When they reached the main door that led onto the playground, Fletcher opened it tentatively and stepped into a beam of light, to be greeted by another huge cheer from the crowd.

But he couldn't see their faces.

"It's going to be all right, Billy," said Fletcher, turning back toward him. Billy hesitated for a moment, but finally took a tentative step forward and stood by Fletcher's side. They walked slowly down the path together. He turned and saw Billy smile. "It's going to be all right,"

Fletcher repeated, just as the bullet ripped through Billy's chest. The sheer impact threw Fletcher to one side.

Fletcher pushed himself up off his knees and leaped on top of Billy, but it was too late. He was already dead.

"No, no, no," Fletcher screamed.

"Didn't they realize that I gave him my word?"

"SOMEONE is buying our shares," said Nat.

"I do hope so," said Tom, "we are, after all, a public company."

"No, chairman, I mean that someone is aggressively buying them."

"For what purpose?" asked Julia.Nat put down his pen. "To try and take us over would be my bet." Several of the board began to speak at once, until Tom tapped the table.

"Let's hear Nat out."

"For some years now, our policy has been to buy up small ailing banks and add them to our portfolio, and overall that has proved a worthwhile enterprise. All of you know my long-term strategy is to make Russell's the largest banking presence in the state. What I hadn't planned for was that our success would, in turn, make us attractive to an even larger institution."

"And you're convinced someone is now trying to take us over?"

"I most certainly am, Julia," said Nat, "and you're partly to blame. The most recent phase of the Cedar Wood project has been such a massive success that our overall profits nearly doubled last year."

"If Nat is right," said Tom, "and I suspect he is, there's only one question that needs to be answered. Are we happy to be taken over or do we want to put up a fight?"

"I can only speak for myself, chairman," said Nat, "but I'm not yet forty and I certainly wasn't planning on early retirement. I suggest we have no choice but to fight."

"I agree," said Julia, "I've been taken over once already, and I'm not going to let it happen a second time. In any case, our shareholders will not expect us to roll over."

"Not to mention one or two of the past chairmen," said Tom, looking up at the paintings of his father, grandfather and great-grandfather staring down at him from the surrounding walls. "I don't think we need to vote on this,"

continued Tom, "so why don't you take us through the options, Nat."

The chief executive opened one of the three files on the table in front of him.

"The law in these circumstances couldn't be clearer.

Once a company or individual owns six percentof the target company, they must declare their position to the Securities and Exchange Commission in Washington, D.c., and state within twenty-eight calendar days if it is their intention to make a takeover bid for the rest of the shares. And if so, what price they are willing to offer."

"If someone is trying to take us over," said Tom, "they won't wait the statutory month.

Once they've hit six percent they'll make a bid the same day."

"I agree, Mr. Chairman," said Nat, "but until then, there is nothing to stop us buying our own shares, although they are priced a little on the high side at the moment."

"But won't that alert the opposition to the fact that we know what they're up to?" asked Julia.

"Possibly, so we must instruct our brokers to buy soft, and that way we'll quickly find out if there's one big purchaser in the market."

"How much stock do we own between us?" asked Julia.

"Tom and I each hold ten percent," said Nat, "and you are currently holding," he checked some figures in a second file, "just over three percent."

"And how much cash do I still have on deposit?"

Nat turned the page, "Just over eight million dollars, not to mention your Trump shares, which you've been liquidating whenever there's a strong demand."

"Then why don't I pick up any soft shares, which wouldn't be quite so easy for any predators to trace?"

"Especially if you only dealt through Joe Stein in New York," said Tom, "and then ask him to let us know if his brokers can identify any particular individual or company who's buying aggressively." Julia began taking notes.

"The next thing we have to do is select the sharpest takeover lawyer in the business," said Nat.

"I've talked to Jimmy Gates, who's represented us in all our previous takeoverbids, but he says this one is out of his league, and recommends a guy from New York called," he checked the third file, "Logan Fitzgerald, who specializes in corporate raids. I thought I'd travel up to New York before the weekend and find out if he'll represent us."

"Good," said Tom, "anything else we ought to be doing in the meantime?"

"Yes, keep your eyes and ears open, chairman. I need to find out as quickly as possible who it is we're up against."

"I'm very sorry to hear that," said Fletcher.

"It's nobody's fault," said Jimmy, "and I can't pretend it's been going well for some time, so when UCLA invited Joanna to head up their history department, it just brought matters to a head."

"How are the children taking it?"

"Elizabeth's just fine, and now that Harry Junior's at Hotchkiss, they both seem grown up enough to handle the situation. In fact, Harry rather likes the idea of spending his summer vacations in California."

"I am sorry," repeated Fletcher.

"I think you'll find it's the norm nowadays,"

said Jimmy. "It won't be long before you and Annie are in the minority. The principal told me that around thirty percent of the children at Hotchkiss come from broken homes. Do you know when we were there, I can't remember more than one, perhaps two, of our contemporaries whose parents were divorced." He paused. "And the good thing is, if the children are in California during the summer, I'll have more time to spend on your reelection campaign."

"I'd rather you and Joanna were still together," said Fletcher.

"Any idea who you'll be up against?" asked Jimmy, obviously wanting to change the subject.

"No," said Fletcher, "I hear Barbara Hunter is desperate to run yet again, but the Republicans don't seem to want her as their candidate if they can find a half-decent alternative."

"There was a rumor circulating," said Jimmy, "that Ralph Elliot was considering running,but frankly after your Billy Bates triumph, I don't think the Archangel Gabriel could unseat you."

"Billy Bates was not a triumph, Jimmy.

That man's death haunts me even now. He could still be alive today if I'd only been firmer with Chief Culver."

"I know that's how you see it, Fletcher, but the public feels otherwise. Your reelection last time proved that. All they remember is that you risked your life to save thirty-one children and their favorite teacher. Dad says if you had run for president that week you'd be living in the White House right now."

"How is the old buzzard?" asked Fletcher.

"I'm feeling a bit guilty because I haven't had a chance to visit him recently."

"He's fine, likes to believe he's still running everything and everybody, even if he's only planning your career."

"What year has he got me running for president?" asked Fletcher with a grin.

"That all depends on whether you're first considering running for governor. By the time you've done four terms as senator, Jim Lewsam will just about have completed his second term."

"Perhaps I don't want to be governor."

"Perhaps the pope isn't a Catholic."

"Good morning," said Logan Fitzgerald as he looked around the boardroom table. "Before you ask,"

he continued, "the answer is Fairchild's."

"Of course," said Nat. "Damn it, I should have worked it out for myself. When you think about it, they are the obvious predator. Fairchild's is the largest bank in the state; seventy-one branches with almost no serious rivals."

"Someone on their board obviously considers we are a serious I rival," said Tom.

"So they've decided to eliminate you before you think of doing the same thing to them," said Logan.

"I can't blame them," said Nat, "it's exactly what I'd do if I were in their position.""And I can also tell you that the original idea didn't come from a member of their board," continued Logan. "The official notification to the SEC was signed on their behalf by Belman Wayland and Elliot, and there are no prizes for guessing which of the three partners' signature appears on the dotted line."

"That means we've got one hell of a fight on our hands," said Tom.

"True," said Logan, "so the first thing we have to do is start playing the counting game." He turned his attention to Julia. "How many shares have you picked up in the last few days?"

"Less than one percent," she replied, "because someone out there keeps pushing the price up. When I asked my broker yesterday evening, he told me at close of business the shares had touched $5.20."

"That's way above their realistic value," said Nat, "but there's no way back for either of us now.

I've asked Logan to join us this morning so he can give us his assessment of our chances of survival, as well as take us through what's likely to happen during the next few weeks."

"Let me bring you up to date as of nine o'clock this morning, Mr. Chairman," continued Logan.

"In order to avoid a takeover, Russell's must have in their possession, or pledged to them in writing, fifty point one percent of the bank's shares. The board currently holds just over twenty-four percent, and we know Fairchild's already has at least six percent. On the face of it, that looks satisfactory. However, as Fairchild's are now offering $5.10 a share for a period of twenty-one days, I feel it's my duty to point out that should you decide to sell your shares, the cash value alone would net you in the region of twenty million dollars."

"We've already made our decision on that," said Tom firmly.

"Fine, then you're left with only two choices.

You can either make a higher offer than Fairchild's $5.10 a share, remembering your chief executive's judgment that they are already way above their realistic value, or you can contact all yourshareholders, asking them to pledge their stock to you."

"The latter," said Nat, without hesitation.

"As I anticipated that would be your response, Mr. Cartwright, I've studied the list of stockholders carefully-as of this morning, there were 27,412 in all, mostly holding small amounts, a thousand or less shares. However, five percent remains in the portfolios of three individuals, two widows residing in Florida who own two percent each, and Senator Harry Gates, who is in possession of one percent."

"How's that possible?" asked Tom. "Harry Gates is known to have spent his entire public life living on a senator's salary."

"He has his father to thank for that," said Logan.

"It seems that he was a friend of the founder of the bank, who offered him one percent of the company in 1892.

He purchased one hundred shares for one hundred dollars, and the Gates family has held on to them ever since."

"What are they worth now?" asked Tom.

Nat tapped his calculator. "Close to half a million, and he probably doesn't even realize it."

"Jimmy Gates, his son, is an old friend of mine," said Logan, "in fact I owe my present job to him. And I can tell you that once Jimmy finds out that Ralph Elliot is involved, those shares will immediately be pledged to us.

If you can lay your hands on them, and reel in the two old ladies from Florida, you'll be close to controlling thirty percent, which still means you'll need another twenty point one percent before anyone can relax."

"But from my experience of past takeovers, at least five percent won't get back in touch with either of us," said Nat, "when you consider changes of address, trust funds, and even those like Harry Gates who don't bother to check their portfolios from year to year."

"I agree," said Logan, "but I won't rest easy until I know you control over fifty percent."

"So how do we go about getting our hands on thatextra twenty percent?" asked Tom.

"Damned hard work, and hours of it," said Logan. "To start with, you will have to send out a personal letter to all your shareholders, just over twenty-seven thousand in all. This is the sort of thing I have in mind." Logan handed copies of a letter to each of the board members. "You'll see that I've concentrated on the bank's strengths, long history in the community, highest growth of any financial institution in the state. I've asked if they want one bank to end up with a monopoly."

"Yes," said Nat. "Ours."

"But not yet," said Logan. "Now, before we agree on this letter, I'd welcome your input, as it has to be signed by your chairman or chief executive."

"But that's over twenty-seven thousand signatures?"

"Yes, but you can split them between you," said Logan with a smile. I wouldn't suggest such a Herculean task if I wasn't fairly sure our rivals will send out a circular headed "Dear Shareholder" with a stylized signature above the name of their chairman. The personal touch might well make the difference between survival and extinction."

"Can I help in any way?" asked Julia.

"You certainly can, Mrs. Russell," replied Logan. "I've designed a totally different letter for you to sign that should be sent to every female shareholder.