Den of Thieves

By James Brewer Stewart

Simon & Schuster

Copyright © 1992 James Brewer Stewart
All right reserved.

ISBN: 067179227X

Chapter 1

Martin Siegel, the youngest member of the class just graduated from the Harvard Business School, reported for work at Kidder, Peabody & Co.'s Manhattan headquarters at 20 Exchange Place in August 1971. That morning, the 23-year-old Siegel wandered through the halls looking at the portraits of Henry Kidder, Francis Peabody, Albert R. Gordon, and others that hung above the Oriental rugs and slightly threadbare carpets. Siegel tried to absorb the images of this strange and rarefied world of old money and discreet power.

He didn't have much time for reflection. He and his new wife hadn't even unpacked before he was thrown into a day-and-night project to win some new underwriting business from the Federal National Mortgage Association. Siegel's partner on the project made little impression on him, except for his name: Theodore Roosevelt IV, or maybe V; Siegel could never remember which.

In 1971, with the Vietnam War still raging and spurring opposition to the Establishment, few top students were going to business school, let alone Wall Street. Siegel, one of the top graduates in his Harvard class, had had his pick of nearly every major investment bank and securities firm. He had applied to 22; all had shown interest.

Kidder, Peabody, with about $30 million in total capital, barely ranked in the country's top 20 investment firms. In the hierarchy of Wall Street, Kidder, Peabody was in the second-tier, or "major" bracket. It didn't rank in the elite "special" bracket with Salomon Brothers, First Boston, Morgan Stanley, Merrill Lynch, or Goldman, Sachs.

Though the winds of change were apparent in 1971, Wall Street was still split between the "Jewish" and the "WASP" firms. At an earlier time, when major corporations and banks had discriminated overtly against Jews, Wall Street had rewarded merit and enterprise. Firms like Goldman, Sachs, Lehman Brothers, and Kuhn Loeb (made up historically of aristocratic Jews of German descent) had joined the ranks of the most prestigious WASP firms: Morgan Stanley -- an outgrowth of J. P. Morgan's financial empire -- First Boston, Dillon, Read, and Brown Brothers Harriman. Giant Merrill Lynch Pierce Fenner & Smith, something of an anomaly, had once been considered the "Catholic" firm. Kidder, Peabody remained firmly in the WASP camp. Siegel was the first Jew it hired in corporate finance.

Siegel was looking for variety and excitement. Only investment banking offered the prospect of an immediate market verdict on a new stock issue or the announcement of a big acquisition. He had narrowed his choices to three firms: Goldman, Sachs, Shearson Hayden Stone, and Kidder, Peabody. A Goldman recruiting partner phoned, and asked, if Goldman made him an offer, would he accept? Siegel didn't commit. Shearson Hayden Stone offered him the largest salary -- $24,000 a year.

Kidder, Peabody offered only $16,000. But Siegel saw unique opportunities there. The firm was full of old men, but had a roster of healthy blue-chip clients. Siegel envisioned a fast climb to the top.

Kidder, Peabody's aristocratic aura appealed to Siegel. One of America's oldest investment banks, it was founded in Boston as Kidder, Peabody & Co. in 1865, just before the end of the Civil War. Early on, Kidder raised capital for the railroad boom, primarily for the Atchison, Topeka & Santa Fe. Its clients also included two stalwarts of establishment respectability, United States Steel and American Telephone & Telegraph.

The modern Kidder, Peabody was dominated by Albert H. Gordon, the son of a wealthy Boston leather merchant, and graduate of Harvard College and Business School. In 1929, when the firm was devastated by the market crash, Gordon, a young bond salesman at Goldman, Sachs, stepped in with $100,000 of his own capital. Along with two partners, he acquired the firm in 1931.

The indefatigable Gordon, a physical-fitness fanatic with limitless energy and impeccable Brahmin bearing, moved the firm's headquarters to Wall Street from Boston and set about building a roster of clients. He had an advantage: Kidder, Peabody's reputation, in sharp contrast to many of its rivals, had remained remarkably unsullied in the aftermath of the crash.

The shock of the crash and the Depression had set off a reform movement in Congress culminating in Senate hearings conducted by special counsel Ferdinand Pecora beginning in 1932. Through Pecora's withering cross-examination of some of Wall Street's leading investment bankers, the American public learned about insider trading, stock-price manipulation, and profiteering through so-called investment trusts. Most of the abuses uncovered involved information bestowed on a favored few and withheld from the investing public. It was not only information that directly affected stock prices, such as the price of merger or takeover offers, but information that could more subtly be turned to a professional's advantage: the true spread between prices bid and prices asked, for example, or the identities of buyers of large blocks of stock and the motives behind their purchases.

In the wake of widespread public revulsion and populist fury, Congress passed historic legislation, the Securities Act of 1933 and the Securities Exchange Act of 1934. A new federal agency, the Securities and Exchange Commission, was created to enforce their provisions. Congress deemed the enforcement of its new securities laws to be so important that it enacted corresponding criminal statutes.

By separating banking from securities underwriting, the raising of capital, and distribution of stocks, bonds, and other securities, the securities acts set the stage for modern investment banking. Under Gordon's guidance, Kidder, Peabody concentrated on its underwriting function. The firm was a pioneer at opening branch offices in U.S. cities. The idea was, as Gordon liked to put it, to "sell your way to success."

Through most of its history, Kidder, Peabody was a tightly controlled partnership, with Gordon personally owning most of the firm and its profits. When the firm incorporated in the 1960s, the ownership changed little; Gordon simply became the firm's largest shareholder. He was parsimonious about bestowing ownership stakes on the firm's executives.

Kidder, Peabody prospered, if not spectacularly, under Gordon's conservative leadership. Determined to avoid another capital crisis, Gordon insisted that Kidder's executives plow their earnings back into the firm. This gave the firm the capital to survive the sudden drop in trading volume and profits that struck Wall Street in 1969. A Kidder vice president, Ralph DeNunzio, served as vice chairman of the New York Stock Exchange and helped arrange the merger of such old-line houses as Goodbody & Co. and du Pont. DeNunzio became chairman of the stock exchange in 1971, the same year Siegel graduated from Harvard Business School.

Martin Siegel's lineage was modest in contrast to that of the leaders of Kidder, Peabody. His father and an uncle owned three shoe stores in Boston, outlets that relied on American suppliers and catered to middle-to-working-class tastes. In the late sixties and early seventies, the stores were devastated by chains benefiting from national advertising and low-cost foreign suppliers. This was painful for Siegel, who had never seen anyone work so hard for so little as his father. As a kid growing up in Natick, a Boston suburb, he had almost never seen his father, who worked seven days a week, often spending the night in the city. Unlike his classmates' fathers, Siegel's father never played ball with him.

Siegel wasn't good at sports in school; he started first grade a year early, so his physical development lagged behind his classmates'. But starting as a freshman in high school, he excelled academically. He thought he wanted to be an astronaut. When Siegel was accepted in his junior year of high school for a work-study program at Rensselaer Polytechnic Institute, a science and engineering college, he became the first member of his family ever to attend college. He continued to do well academically even while working part-time, and entered a master's program in chemical engineering in 1968. He knew he'd never become rich toiling as an anonymous engineer in a corporate laboratory, so he applied to Harvard Business School and was accepted for the class entering in September 1969.

The turmoil sweeping American campuses during the late sixties had had remarkably little effect on Siegel, but at Harvard, he was caught up in the antiwar movement after the U.S.-led invasion of Cambodia in 1970 and the killings of students at Kent State by the Ohio National Guard. He participated in an antiwar sit-in in Harvard Yard and smoked marijuana cigarettes a few times. Still, he was annoyed when students managed to get that year's final exams canceled. He took his anyway, exercising an option to take the exams at home and submit them by mail.

For his senior thesis, Siegel tackled the mounting woes of his father's shoe store business. His solution: The stores should be transformed into specialty high-end boutiques, catering to wealthy, fashion-conscious women. This would avoid the growing competition in the rest of the market. Siegel's father agreed in principle, but then his brother, who did the buying for the stores, had a heart attack. His father didn't have the eye or instincts for high-fashion retailing, but Siegel's thesis earned "distinction-plus," Harvard's equivalent of A +.

On the Fourth of July 1970, Siegel married Janice Vahl, a music student from Rochester he'd met two years earlier. After Siegel accepted Kidder, Peabody's offer, he and Janice moved to New York, paying $212 a month for a modest one-bedroom apartment on Manhattan's East 72nd Street.

Siegel took naturally to Wall Street and investment banking; his energy and drive were, as he had predicted, a breath of fresh air at Kidder, Peabody. DeNunzio, now Kidder, Peabody's chief operating officer, seemed early on to have taken favorable notice of his new employee. He too came from a modest background and seemed far more comfortable with earthy sales and trading types than he was with upper-crust investment bankers.

Siegel began working on some merger-and-acquisition transactions, since no one else at Kidder, Peabody was eager to get involved. Hostile takeovers bore an unsavory taint. They generated bad feelings, especially toward those who represented the attackers. This sometimes alienated other clients. Many of the WASP investment banks and law firms preferred to leave such work to the other firms, many of them Jewish.

None of this bothered Siegel. His first takeover deal came just after the passage of the Williams Act, which spelled out new procedures to protect shareholders from coercive takeover tactics. The deal was an unsuccessful bid by Gulf + Western's acquisitive Charles Bluhdorn, a longtime Kidder, Peabody client, for the Great Atlantic & Pacific Tea Co. Bluhdorn, who was close to DeNunzio, praised Siegel's work, and DeNunzio made sure that Siegel was assigned to another major client, Penn Central's Victor Palmieri. In 1974, recognizing the dearth of expertise in the area, Siegel wrote a textbook on mergers and acquisitions for use within Kidder, Peabody; it was hailed by his colleagues. In only two years, he was promoted to an assistant vice president.

As Siegel's career took off, trouble developed in the rest of his life. His father's business continued to worsen; Siegel flew to Boston almost every weekend to help. His marriage suffered. Janice sang with the Bel Canto opera in New York and wanted to pursue a musical career. Siegel, who had no interest in opera, gave her little support. In February 1975 they separated.

Shortly before, his father's bank and principal lender had pulled the plug on the Siegel shoe business. Robert Siegel's company filed for bankruptcy. The once-proud and energetic retailer became, at 47, a broken man. He tried selling real estate; that didn't work out. He tried doing house repairs. Finally he landed a job selling roofing at Sears. Siegel watched with alarm as his father seemed to give up on his own life. He noticed the older man beginning to live vicariously through the sons and daughter he had once never had time for.

Siegel was haunted by the possibility that something similar might happen to him. He vowed he would never wind up a broken man.

After his father's misfortune, Siegel plunged even more completely into his work, frequently logging 100-hour weeks. Emulating Gordon, still titular head of the firm, he embraced physical fitness. One of his contemporaries at the firm, a former all-American wrestler named Scott Christie, put him through a fitness regimen at the New York Athletic Club. At one point, Christie, Siegel, and John Gordon, Al Gordon's son, were standing in a corridor at the firm when Siegel boasted that he could do 50 push-ups in a minute. Christie squeezed Siegel's bicep and rolled his eyes skeptically. "Come on, Marty." With that, in his shirt and tie, Siegel dropped to the floor. He did the 50 push-ups in less than a minute.

Handsome Martin Siegel became Kidder, Peabody's golden boy. He bought an Alfa-Romeo convertible and a beach house on Fire Island, a popular resort off Long Island. He became socially poised and gregarious. DeNunzio, awkward and physically unprepossessing himself, shrewdly recognized in Siegel a talent for getting and nurturing clients, DeNunzio's major weakness. He made Siegel a full vice president in 1974, and soon Siegel was reporting directly to DeNunzio. When Kidder, Peabody client Gould Inc. made a cash tender offer for a valve manufacturer around Christmas 1975, DeNunzio assigned Siegel to work with the legendary Lazard Freres financier Felix Rohatyn, who was representing the target company. Siegel was reticent at first; he was in awe of Rohatyn. Then, during a meeting, Rohatyn excused himself to use the bathroom. Siegel thought, "My God, he's human!" There was no reason Siegel couldn't become a legend himself, like Rohatyn.

In April 1976, takeover lawyer Joseph Flom (a founder of Skadden, Arps, Slate, Meagher & Flom) invited Siegel to give a presentation on "identifying takeover targets" at a panel discussion. Siegel was flattered, though he knew it didn't take much to be an expert. Anyone who'd handled even one post-Williams Act deal was considered qualified.

Siegel was even more flattered when he met the other participants: Ira Harris, one of Salomon Brothers's leading investment bankers; Robert Rubin, a fast-rising star at Goldman, Sachs; John Shad, head of E. F. Hutton; Arthur Long, the leading proxy solicitor; Theodore Levine, an enforcement attorney at the SEC; Arthur Fleischer, a prominent takeover lawyer at Fried, Frank, Harris, Shriver & Jacobson; and, seated right next to Siegel, Flom's principal rival in the takeover bar, Martin Lipton, a founder of Wachtell, Lipton, Rosen & Katz.

Collectively, the panel's expertise covered the emerging field of hostile takeovers, a field that was to transform the face of corporate America to a degree that none of them then dreamed possible. American industry had undergone other periods of industrial consolidation, most recently in the sixties, when the fad to diversify had led many large companies into mergers, generally financed with stock during that decade's great bull market. Those acquisitions were mostly friendly. Earlier, the monopolistic corporations of the Morgan era had been produced by numerous mergers (some of them not-so-gently coerced by the great financier himself). None of these kinds of deals were really comparable to the hostile takeover boom that began in the mid-seventies and surged in the eighties, however, except in one key respect: they offered enormous opportunities to profit on the stock market.

Siegel noticed that Lipton was scribbling notes furiously while others made their presentations. Then, when Harris's turn came to speak, Lipton shoved the notes in front of him, and Harris virtually read his presentation. So this was how the M&A "club" worked, Siegel thought.

After Siegel's presentation, Lipton stayed behind to compliment him. After this, the two talked frequently about M&A tactics and exchanged gossip. They made an unlikely pair; the glamorous Siegel and the portly Lipton with his thinning hair and heavy darkframed glasses. But Siegel recognized Lipton's mastery of the field and became an eager student.

Lipton and Flom had developed a new and lucrative retainer arrangement with their clients. Companies who wanted to ensure the firm's availability in the event they became the target of a hostile bid paid the lawyers a substantial retainer fee each year. In the event that they were attacked by another client of either Lipton or Flom, the attacking client agreed in advance to waive any conflict of interest, with the understanding that the lawyers would defend the target company.

Scores of major corporations eventually signed on with Lipton and Flom, even as some established bar members cringed. These lawyers billed strictly by the hour, eschewing even contingency fees. The Lipton and Flora retainers, since they didn't necessarily require work, were more like an insurance policy. The establishment viewed the advance waiver of conflicts with distaste. Yet clients themselves seemed unfazed, a measure of the clout Lipton and Flom could wield.

Siegel began to think Kidder, Peabody should begin to make similar deals. By the time of the panel discussion in 1976, he had become convinced that the merger wave was going to continue, even grow. Bigger rivals, such as Morgan Stanley, Salomon, and First Boston, were already developing reputations for their M&A offensive capabilities. Siegel thought Kidder, Peabody could carve out a niche on the defensive side.

He began to visit potential corporate clients, selling what he called the "Kidder, Peabody tender defense product." He argued that, with only seven days -- as provided by the Williams Act -- in which to react to a hostile takeover bid, companies had to be prepared in advance with carefully thought-out defensive strategies. This meant retaining Kidder, Peabody -- and paying a lucrative retainer like those paid to Lipton and Flom -- to ensure preparedness and the firm's availability. Lipton introduced Siegel to leading figures in the close-knit M&A community, and lent his prestige to Siegel's plan.

Siegel's real boost came in May 1977, when Business Week hailed him as the leading takeover defense expert. After describing his success in several large deals, the article also mentioned in passing that he was so good-looking he was considered a "Greta Garbo heartthrob." The article included a photograph, and suddenly Siegel was deluged with requests from women seeking dates. Siegel was amazed that the story, which wasn't given major play in the magazine, conferred such instant status and legitimacy. Kidder, Peabody's copiers went into high gear, sending out copies to prospective clients.

From 1977 on, Siegel called personally on 200 to 300 clients a year. His targets were midsize companies (typically those doing from $100 to $300 million a year in sales) that weren't being adequately serviced by the bigger investment banks. These were the companies most vulnerable to a hostile offer from a larger company. Siegel's product sold. He eventually had 250 corporations paying Kidder, Peabody an annual six-figure retainer.

His main competition came from Goldman, Sachs, the much larger, more powerful firm that had also decided to stake out takeover defense work as its special preserve, albeit for somewhat different reasons. At the time, Goldman had made it a policy to eschew the representation of hostile bidders. With the most enviable roster of large corporate clients on Wall Street, Goldman didn't want to risk alienating them by representing anyone who might be construed as a raider. Traditional investment banking services for these established clients were the bread and butter of its lucrative business.

Siegel loved beating Goldman out of a client. In 1977, Peter Sachs, then head of M&A at Goldman, flew out to the West Coast to meet with Steve Sato, the chairman of Ivac Corporation, a medical equipment manufacturer that had just become the target of a hostile attack by Colgate Palmolive. Sachs, according to the chairman, boasted of the "Goldman prowess." When Siegel went to see Sato, he spent most of the time listening to Sato's goals for the company. The chairman was of Japanese descent. Although Siegel had never eaten raw fish in his life, he joined Sato at his home for sushi. In awarding him the business, Sato told Siegel, "I can't believe that you actually listen. All Goldman told me was how great Goldman is."

Siegel found that his most effective tactic was to let Goldman make its presentation, which typically emphasized that Goldman could get the best price if the target company were sold. Then Siegel would step in. "Hire me," he'd urge. "I'll do my best to keep you independent. I want you as a future client." In fact, most of the companies ended up being sold, given the weak positions of most takeover targets, and Siegel's pitch often couldn't compete with Goldman's size, dominance, and reputation for quality. But Siegel's message frequently convinced the targets' managements that he had their interests at heart -- instead of the investment banking fees to be reaped if the company had to be sold.

In 1977, Siegel invented a brilliant but controversial tactic that also endeared him to scores of corporate managers -- the go]den parachute. The golden parachute, essentially a lucrative employment contract for top corporate officers, provided exorbitant severance payments for the officers in the event of a takeover. Supposedly, the contracts were intended to deter hostile takeovers by making them more expensive. In practice, they tended to make the officers very rich.

DeNunzio was thrilled by Siegel's success, even though Siegel was working so hard and traveling so much that he rarely saw him. DeNunzio ran Kidder, Peabody in the paternalistic way he had learned from Gordon, usually setting salaries and bonuses singlehandedly. In 1976 Siegel earned over $100,000, then considered a princely sum, especially for someone only 28. In 1977, Siegel was made a director of Kidder, Peabody, the youngest in the firm's history with the exception of A1 Gordon, who had owned the firm.

Soon after, DeNunzio called Siegel into his office. "Marty, you're a bachelor," he said. DeNunzio paused, and Siegel didn't know what was coming. "You've got an Alfa-Romeo convertible and you've got a house on Fire Island. It's too much." What was he getting at? Siegel assumed DeNunzio meant that his style was too racy for some of Kidder, Peabody's clients, or perhaps the other directors, but DeNunzio wasn't more explicit and Siegel couldn't be sure.

"There's a nice house for sale across the street from me in Greenwich," DeNunzio continued. Greenwich was the WASPiest, whitest, most exclusive suburb in Connecticut, a bastion of country clubs and conventional respectability. It was also filled with some of the dullest, most straitlaced people Siegel knew. In addition, he couldn't see living right under DeNunzio's watchful eyes.

But Siegel went out to look at the house. Afterward he got into the offending sports car and drove on Interstate 95 for exactly one-half hour. He found himself in Westport, and called a realtor from a pay phone. He'd been thinking of selling the Fire Island house anyway. The realtor took him to an old house on a small river north of town, and Siegel loved it. He bought it, and spent his weekends fixing the place up.

Siegel told DeNunzio that he was heeding his advice and buying a house in Connecticut. It was in slightly bohemian Westport, not in Greenwich. "A half hour from you is about as close as I can take," Siegel joked.

Later, when he moved to a far more lavish home right on the coast, Siegel sold the Westport house to CBS News anchor Dan Rather.

One day, not long after he had bought the house in Connecticut, Siegel's secretary told him he had a call from an Ivan Boesky. He knew Boesky only as another arbitrageur, one of the many who were calling him now that he was developing a reputation in the M&A crowd. But Siegel also knew that Boesky was a trading client of Kidder, Peabody. He took his call.

Siegel was impressed with Boesky's market acumen, his knowledge of takeover tactics and stock accumulation strategies. They became friends though they didn't actually meet for some time. In the peculiar world of Wall Street, close friendships can develop entirely on the telephone. Gradually Siegel began to see Boesky as someone he could discuss strategy with, bounce ideas off of, gossip with. He needed this information since he had no Kidder, Peabody arbitrageur to turn to. The firm had traditionally shunned arbitrage, and had no department. DeNunzio and Gordon believed arbitrageurs were unsavory, tried to get inside information, and gave rise to conflicts of interest within the firm.

Yet arbitrageurs like Boesky were becoming increasingly important to any investment banker involved in M&A. Historically arbitrageurs had traded to take advantage of price discrepancies on different markets, such as London and New York. It was conservative, nearly risk-free trading yielding small profits. But they had become progressively more daring, first buying heavily stocks that were the subjects of announced takeover bids, betting the deals would go through; eventually they started buying stocks they only suspected would be the targets of takeover bids. When they guessed right, the profits were huge.

Evaluating the effects of these massive purchases of rumored or real takeover stocks had become a crucial part of Siegel's job. Arbitrageurs were also fonts of information, from clues to the other side's tactics, to rumors of impending bids that could be used to attract defense clients.

Arbitrageurs tended to be crass, excitable, street-smart, aggressive, and driven almost solely by the pursuit of quick profits. Their days were defined by the high-pressure periods between the opening and closing bells of the stock exchange, during which they screamed orders into phones, punched stock symbols into their electronic terminals, scanned elaborate screens of constantly shifting data, and placed phone calls to every potential source of information they could imagine. After work, they tended to blow off steam by carousing in bars like Harry's, just across Hanover Square from Kidder, Peabody, or, if they'd had a good day, in expensive Manhattan restaurants.

One day in 1979, Siegel confided to Boesky that he'd fallen in love. The affair was threatening to become a minor scandal at Kidder, Peabody.

In the late seventies, the first wave of women business school graduates reached Wall Street's shores. Jane Day Stuart turned heads at Kidder, Peabody on the day she first swept through the corporate finance offices. A Columbia Business School graduate, she was smart, blonde, thin, personable, stylish, and married.

Kidder, Peabody had long maintained an unspoken policy against office affairs. A fling with a summer employee had damaged another investment banker's career. But in late 1978, Stuart and her husband were divorced. Shortly after, Siegel and Stuart played tennis. By August 1979, they were living together. When colleagues tried to warn Siegel, he brushed them aside, saying he wasn't interested in firm politics and didn't care whether he ever ran the firm.

When Henry Keller, head of corporate finance, learned of the affair, he went to DeNunzio, prompting speculation that DeNunzio would bring the relationship to an abrupt halt. DeNunzio did nothing. Unknown to many, DeNunzio's son, David, was also having an affair at the firm. DeNunzio's tolerance was interpreted as a sign of the times and a measure of Siegel's clout. DeNunzio also seemed relieved that Siegel's bachelor days appeared to be numbered.

Some of Stuart's friends and relatives in Baltimore warned her against marriage to someone Jewish, even someone as nonreligious as Siegel. But she was headstrong and in love, even though some of her male colleagues speculated unkindly that she was using her business acumen to trade up the marriage ladder. She and Siegel were quietly married in May 1981 and began drawing up plans for a new, larger house in Westport.

Soon after their marriage, Boesky called to invite Siegel and Jane Day to his house in Westchester County for dinner. It was Boesky's first social invitation to the Siegels, a small dinner for three couples: Boesky and his wife Seema; financier Theodore Forstmann, who numbered Boesky among the investors in his partnership, and his date; and the Siegels. Siegel decided to bring along a copy of his house plans to show the Boeskys.

Following Boesky's directions, the Siegels drove north from Manhattan for about 45 minutes, through the exclusive towns of Bedford and Mount Kisco. The area is one of large estates, wooded rolling hills, and some pre-Revolutionary houses. Few of the large houses are visible from public roads, and the Boesky house is set so far back in its 200 acres of property that visitors sometimes got lost winding through the maze of driveways and service roads leading from the entrance gates.

The Siegels pulled into the drive between large pillars and a gatehouse and stopped as a security guard parked in a pickup truck waved them to a halt. Siegel went over to the guard, introduced himself, and was cleared for entry -- but not before he was startled to see the blue-black steel of a large pistol in a holster strapped to the guard.

As they approached the house, the Siegels were awed. Behind a cobblestone courtyard rose a massive, red-brick Georgian-style mansion. The estate had previously been owned by Revlon founder Charles Revson. In the distance, past formal gardens studded with Greek statuary, was a large pool house. On one side was a large pool, on the other a sunken indoor squash court, and at the side, a tennis court with a bubble that could be inflated in winter for indoor play.

The Siegels were greeted at the entrance by Seema Boesky, an attractive, talkative brunette who immediately struck them as warm and friendly. She led them through rooms decorated in traditional style with beautiful wallpaper, elaborate moldings, rare Aubusson carpets, and expensive antique furniture. The walls featured what looked to Siegel's untrained eye like serious art; Seema, it turned out, was an enthusiastic collector of American paintings and antiques. They continued through the gardens and pool house, where the carpeting was embossed with a large, intertwined monogram, IFB.

Boesky was a gracious host, dressed impeccably as always in a black three-piece suit and white shirt that complemented his year-round tan. Asked why he wore the same suit every day, Boesky once replied, "I have enough decisions in my life already." Boesky's silver-blond hair was clipped and neatly parted. His prominent cheekbones and piercing eyes could make him look driven, even gaunt, but he was relaxed and affable as a dinner host, tending constantly to his guests and eating little himself.

Jane Day mentioned their house plans, and Seema exclaimed, "You've got to have a big kitchen. I'll show you mine." The Boesky kitchen was larger than the Siegels' entire Manhattan apartment. Siegel was impressed by the signs of wealth. Boesky must have been far more successful at arbitrage than even Siegel had realized. Siegel decided that he wouldn't show the house plans he'd brought along. They now seemed embarrassingly modest.

Later, after dinner, Siegel took Boesky aside and mentioned that he'd noticed that the guard at the estate entrance carried a pistol. "It's loaded," Boesky replied. "In my business, you need security."

Lance Lessman peered across the desks of the small research department in Ivan F. Boesky Co.'s offices in Manhattan's financial district. Inside Boesky's own glass-enclosed corner office, he could see his boss's eyes roving, first toward the trading floor where his buy and-sell orders were executed, then toward Lessman's research area. Suddenly Boesky's eyes locked on his.

The intercom on Lessman's desk crackled to life. "Who's buying," Boesky barked.

Lessman frantically scanned his computer screen, looking for big price and volume movements in individual stocks in order to figure out what had caught his master's interest.

"Who's buying?" Boesky practically screamed. "Why the fuck don't you know?"

Now intercoms sprang to life all over the office. Every desk had a speaker connected to a central control panel manned by Boesky himself. He could activate individual speakers or throw open the system for office-wide announcements. Now he had everyone on line.

"I want service. I want service," he repeated in ever louder and more demanding tones. "Who's buying? I want it now. Who's buying?"

Lately Boesky had been even more testy than usual. A few weeks earlier that year, 1981, Boesky had shocked the office with an abrupt announcement: He was liquidating Ivan F. Boesky Co., taking out all of his profits.

The Hunt silver panic and resulting stock market plunge had hit Boesky hard, and he had decided to cash out with his remaining profits. He wanted to take advantage of the favorable long-term capital-gains tax rates available to partners liquidating their interest. But, to get the rates, he needed someone to keep the firm going. His recent efforts to force his top lieutenants to take over the remains of the partnership and assume all its liabilities had led to screaming matches. When they balked, he fired them. During a short period that year, Boesky had lost his two top strategists, his head trader, and his head of research.

Few people really expected Boesky to be out of arbitrage for long. Despite the Hunt setbacks, he had been a phenomenal success. Ivan F. Boesky Co. had opened in 1975 with $700,000 from Boesky's mother-in-law and her husband. Now the firm's capital had grown to nearly $90 million. Arbitrage was Boesky's life. His earnings had brought him the estate in Westchester and a Manhattan townhouse. A chauffeured limousine drove him into town every morning. His efforts had also finally brought him the grudging respect of a father-in-law who had believed his daughter had married beneath her.

Boesky seemed to share his father-in-law's disdain for his own family and background. He constantly tries recent efforts to force his top lieutenants to take over the remains of the partnership and assume all its liabilities had led to screaming matches. When they balked, he fired them. During a short period that year, Boesky had lost his two top strategists, his head trader, and his head of research.

Few people really expected Boesky to be out of arbitrage for long. Despite the Hunt setbacks, he had been a phenomenal success. Ivan F. Boesky Co. had opened in 1975 with $700,000 from Boesky's mother-in-law and her husband. Now the firm's capital had grown to nearly $90 million. Arbitrage was Boesky's life. His earnings had brought him the estate in Westchester and a Manhattan townhouse. A chauffeured limousine drove him into town every morning. His efforts had also finally brought him the grudging respect of a father-in-law who had believed his daughter had married beneath her.

Boesky seemed to share his father-in-law's disdain for his own family and background. He constantly tried to burnish his resume and family connections in conversations with New York colleagues. He often implied that he had graduated from Cranbrook, a prestigious prep school outside of his native Detroit, and the University of Michigan. Others assumed he had attended Harvard, since Boesky made so much of his Harvard Club membership. He said his father ran a chain of delicatessens in Detroit.

During Boesky's childhood, his family lived in a spacious Tudor-style house in what was then considered a nice, upper-middle-class neighborhood. Ivan's father, William, had emigrated from Russia in 1912, and owned a chain of several bars, called the Brass Rail, rather than delicatessens (his uncle's business). To boost profits, the Brass Rails introduced topless dancing and strip shows. In the eyes of many, the bars hastened the decline of their neighborhoods.

Boesky worked hard while he was in school, selling ice cream from a truck. He was picked up repeatedly by the local police for staying in business past the 7 P.M. curfew imposed by his license. He did attend Cranbrook for two years, though he didn't graduate. His academic record there was undistinguished, but he excelled at wrestling, starving himself to lower his weight category and driving himself to the point where he could do an astounding 500 push-ups. He was constantly in the gym with his best friend, an Iranian exchange student named Hushang Wekili. As a sophomore, Boesky won the school's Craig trophy as outstanding wrestler.

Boesky often used wrestling analogies to describe his work as an arbitrageur. "Wrestling and arbitrage are both solitary sports in which you live or die by your deeds, and you do it very visibly," he told reporter Connie Bruck in a 1984 Atlantic Monthly interview. In wrestling he also found a metaphor for life. "There are times when I really feel like dropping, but I don't, and that kind of summoning up, I think, is what I learned [from wrestling].... There are plenty of opportunities in life to be beaten down. People feel beaten, demolished, demoralized, and they give way to it. I don't."

When Boesky chose a corporate logo for his new arbitrage operation, he had engravers copy his Cranbrook wrestling medal, showing two classical Greek men, nude, in a wrestling hold. It became the symbol for Ivan F. Boesky Corp., and Boesky was immensely proud of it. Not everyone shared his enthusiasm. "It looked like something from Caesars Palace," was one employee's comment.

After Cranbrook, Boesky transferred to inner-city Mumford High (immortalized by Eddie Murphy in Beverly Hills Cop). He never graduated from college. He did course work at Wayne State University in Detroit, the University of Michigan, and Eastern Michigan College, but he left for Iran, partly to be near his friend Wekili, just before graduating. Exactly what Boesky did in Iran remains a mystery. He later testified that he worked for the U.S. Information Agency, teaching English to Iranians. But USIA personnel records for the relevant period make no mention of any Ivan Boesky. Boesky told Siegel in one of their early conversations that he had worked in Iran as an undercover agent for the CIA.

After returning from Iran, Boesky enrolled at Detroit College of Law, a low-prestige law school that didn't require a college degree for admission. He graduated five years later, in 1964, after twice dropping out. When Boesky was 23, his father made him a partner in the Brass Rails. Boesky was rejected by all the law firms he applied to for a job.

Boesky's desultory record made it all the more surprising that he caught the eye of Seema Silberstein, whose father, Ben, was a wealthy Detroit real estate developer. But colleagues say it was Seema who fell in love with and tracked after Boesky after meeting him in June 1960. A relative of hers, a federal district court judge, hired him for a one-year clerkship. Boesky and Seema were married soon after and had their first child, Billy. When a Cranbrook wrestling teammate working at Bear, Stearns in New York told Boesky about arbitrage, he decided to make his fortune on Wall Street. Colleagues recall Boesky's feeling that Detroit was too small and confined for his ambitions.

Boesky's father-in-law installed Ivan and Seema in an elegant Park Avenue apartment. Boesky landed a job as a trainee at L. F. Rothschild that lasted a year. He moved to First Manhattan, getting his first taste of real arbitrage trading, then shifted to Kalb Voorhis. He promptly lost $20,000 in a single position and was fired. Boesky was contemptuous of a firm that put any store in the loss of such a paltry sum. After a brief period of unemployment and a foray into venture capital, he joined a small member firm of the New York Stock Exchange, Edwards & Hanly. Remarkably, given his employment history, limited experience, and track record, Edwards & Hanly gave Boesky carte blanche to establish and run an arbitrage department.

Boesky made a splash in the small world of arbitrage almost immediately. Using maximum leverage, buying on margin constantly, he managed to convert Edwards & Hanly's modest capital into $1 million and even $2 million positions, large enough to actually move individual stock prices from time to time. He was considered audacious and bold. Once, for selling stock short that he hadn't actually borrowed prior to the sale (and thus further boosting his leverage), he was sanctioned by the SEC and fined $10,000. Some of Boesky's tactics contributed to the demise of Edwards & Hanly. By 1975, the firm was bankrupt.

Tired of begging for a position at a prestige firm, Boesky decided to open his own operation, devoted primarily to arbitrage. He stunned his fellow arbs by actually taking out advertisements in The Wall Street Journal, seeking investors and extolling the profit potential in arbitrage the last thing members of the "club" wanted others focusing on, fearful that it would attract more competition. Boesky boldly allocated just 55% of the operation's profits to the investors, keeping 45% for himself. He did, however, assign investors 95% of any losses. He didn't attract enough capital to meet his ambitions. It was his wife's family's money that gave him enough to go forward.

From the first day of Ivan F. Boesky Co. in 1975, Boesky arrived at work by limousine. If he needed something fast, he wouldn't hesitate to pay private couriers. He dressed in what he deemed the image of the successful Wall Street financier: his signature three-piece black suit, starched white shirt, and gold chain dangling from the vest pocket. It looked like a Phi Beta Kappa key.

Boesky didn't waste money on the firm itself. It was housed in a single room in an aging Whitehall Street office building. The room was so small that a stock exchange auditor ordered Boesky to move into larger quarters. He hated his employees to leave their desks during lunch, so he picked up the tab for lunch orders delivered to the office, imposing a $5-per-person limit.

One of his first employees was an accountant hired to manage the firm's "back office." The son of an Armenian immigrant, Setrag Mooradian had worked at Oppenheim, Appel, & Dixon, known in the arbitrage community as OAD. The firm, more than any other, specialized in arbitrage accounting. Though he didn't tell Boesky, Mooradian had been severely sanctioned for violating capital requirements. It had made it hard for him to get a job, and he was always grateful to Boesky for hiring him.

Boesky told Mooradian to be at work every morning promptly at 7 A.M., when his own limousine would pull up to the building entrance. If Boesky wasn't going to be in the office, he'd call in at 7:01; if no one answered, he'd fly into a rage. Once, years later, Boesky called in when a fire drill was in progress. No one answered the phone immediately. The next day a memo appeared on everyone's desk. "Yesterday, at 3:15 P.M., I called in," the memo began. "My phone rang 23 times. I understand there was a fire alarm. Certainly, I don't want you to risk your lives. But I extend my appreciation to those of you who stayed behind."

Boesky disliked the idea that his employees might take a day off. He never came into the office the Friday after Thanksgiving, when most Manhattan offices are reduced to skeleton staffs. But no one else was allowed the day off. Boesky checked attendance by calling so many times -- in some cases, as many as 10 times to a single employee that the others in the office figured Boesky might as well have come to work. He also refused to hand out paychecks until after 3 P.M. on Fridays, after banks had closed. When employees complained, he explained that he didn't want the "disruption" of his staff dashing out to cash and deposit checks in the middle of the day. But they suspected he wanted the extra interest that would accumulate over the weekend.

Almost from the beginning, Boesky screamed at everyone regularly. After several such incidents, Mooradian asked Boesky to stop yelling. "I'm the boss," Boesky replied. "I'm allowed to yell." Boesky expected Mooradian to work routinely until 9 or 10 P.M. Once his wife found him still up at 5:30 A.M. trying to complete work Boesky had demanded. "He can't keep this up," Mooradian told her. But as the years went by, Boesky seemed to need less and less sleep and became even more demanding. A favorite tactic was to call Mooradian with a complex question. "I'll get back to you," Mooradian would answer. "I'll hold," Boesky would reply.

Boesky sometimes spent the workday at his estate. Near the "Wall Street" sign he had placed on a lamppost on one of the roads was an office complex with secretaries and all the electronic market and communications gear he needed to stay in constant touch with the market. "Can you believe that husband of mine?" Seema asked Mooradian. "He always dresses in a business suit to go to the office on his own property."

One morning Boesky's employees arrived at the office to discover a Wierton terrier puppy scampering about the premises. Boesky had bought the pet as a surprise for Seema, but she had banned the terrier from the house. So Boesky said the dog would live at the office, and his chauffeur, Johnny Ray, could take care of it at night and on weekends. Soon Boesky and the puppy were inseparable. He even took the dog along to meetings with investors.

Just a week later, Lessman and others heard a shriek from Boesky's office. They rushed in to discover a stricken look on Boesky's face. The puppy looked confused. In a pile right in front of Boesky's desk, on his spotless beige carpeting, the dog had demonstrated convincingly that it wasn't yet housebroken. Boesky wiped up the mess. No one ever saw the dog again.

Boesky had other idiosyncrasies, namely, his eating habits. Some days it seemed as though he ate nothing, as if he were still training for a wrestling weigh-in. For breakfast, he liked to order a single croissant. He would pick at it, then eat a single flake. One colleague recalls that once, when Boesky took a normal bite, he said, "Ivan, you little pig." Boesky looked startled and put it down.

Boesky often invited prospective investors in his partnership for lunch in the private dining room in his office. One afternoon Meshulam Riklis, the chairman of Rapid-American Corporation who bankrolled a film career for his much younger wife, Pia Zadora, was scheduled for lunch. Boesky had his people call ahead to find out what Riklis liked to eat, then ordered a lavish spread from the 21 Club. At the table, Boesky fretted that Riklis didn't seem to be enjoying the food.

"I'm due at the gym in a few hours," Riklis explained. "I have to work out with a personal trainer."

"Why work out?" Boesky asked. "Relax. Eat more."

Riklis paused. "Ivan, you have no idea what it's like to be married to a younger woman." But Riklis proceeded to eat merrily, and he invested $5 million in Boesky's partnership. Boesky ate a single grape.

As he had vowed, Boesky "retired" in early 1981, liquidating his interest in Ivan F. Boesky Co. Having failed to persuade any of his senior employees to take over (most had been fired or quit), he had recruited an arbitrageur from Morgan Stanley, Steve Royce, to take over the entity, renamed Bedford Partners. The largest investor was Seema, who rolled about $8 million of her share of Boesky Co. into the reconstituted partnership. Though Boesky had none of his own money in Bedford, he was on the phone to Royce every day, usually six to eight times, making investment decisions as though he were still in charge.

Boesky set about almost immediately raising money for a new arbitrage partnership, Ivan F. Boesky Corp. As a corporation rather than a limited partnership, the new entity had a more complicated ownership structure, divided between common stockholders and preferred stockholders. Investors received mostly preferred stock, and the profits were allocated heavily to the common stockholders (Boesky, principally) and the losses to the preferred holders.

Boesky enlisted Lessman, one of the few holdover employees from the earlier company, in his endless quest for investors' capital. Boesky's limousine took them to countless meetings with wealthy individuals and people who represented deep pockets, seeking investments of a minimum $2 million. In addition to the projected returns based on investors' performance in the prior partnership, Boesky offered a unique advantage: direct access to him. He promised to pass on market intelligence that the investors would be free to use in their own portfolios.

The campaign wasn't all that successful, despite the impressive rate of return Boesky had amassed for his previous investors. One day Lessman dared to suggest that the allocation of profits and losses turned potential investors off. "The deal stinks," Lessman said. Boesky glared.

Lessman also tried to invest some of his own money in the new corporation, telling Boesky that he had recently inherited about $500,000 and wanted to put it in the company. Boesky offered him the same stiff terms he was offering other outsiders. "But I'm working for you," Lessman protested. "Why can't I earn my share of the profits?"

Boesky's face tightened, his voice changed. "I don't need your lousy half million," he said icily.

"Then why do you need my twenty-five percent of the profits?" Lessman rejoined.

"Get out!" Boesky screamed, chasing Lessman out of the office and slamming the door with a crash.

In the end, the corporation was launched in 1981 with less than $40 million, far less than Boesky had hoped for. Boesky, Lessman, now head of research, and Michael Davidoff, a trader Boesky hired away from Bedford Partners, set up shop in an unused partner's office at the Manhattan law firm of Fried, Frank, Harris, Shriver & Jacobson, where Boesky's principal lawyer, Stephen Fraidin, was a partner. Even in those close quarters, Boesky liked to boast that no one knew everything about his operation except himself. He deliberately kept even his own employees off guard.

Lessman was instructed to answer Royce's calls and share his research with him. Late one evening, Royce called and said, "Ivan wants your position" in a particular stock. Lessman pulled it up on his computer screen and told Royce. Boesky called Lessman soon after, and Lessman mentioned in passing that Royce had called and he'd disclosed the position. There was silence on the line. Then Ivan screamed, "I should fire you for this. Don't ever give away a position again."

"I thought Royce, was in the firm," Lessman answered as Boesky slammed down the receiver.

Soon after, Royce called Lessman again one night seeking a stock position. Lessman refused, saying he'd been ordered by Boesky not to talk. The phone rang again. This time Boesky reamed out Lessman for failing to answer Royce's question. Finally Royce called asking for Boesky's position in Marathon Oil, then a potential takeover target; this was highly sensitive information. Lessman, anxious not to be caught in the middle, gave Royce an answer, but greatly understated the true position.

Then Boesky called from a dinner party. Lessman proudly told Boesky that Royce had pumped him for information, and that he'd deliberately misled him. "You asshole!" Boesky shouted. "You're making me out to be a liar!" Boesky himself, it turned out, had given Royce inconsistent but equally misleading information. Lessman's head was spinning. Why would Boesky lie to someone managing his own wife's money?

Soon after, Lessman had to call Boesky one evening at home in Bedford, and Boesky's eldest son, Billy, answered.

"It's Lance," Lessman said in a weary voice. "Your dad's really beating up on me."

Billy's reply made a deep impression on Lessman. "Seriously understand about my father," Billy said in a somber tone. "He is stark raving mad."

I. W. ("Tubby") Burnham II led his new recruit, corporate finance head Frederick H. Joseph, through the crowded trading floor of Drexel Burnham & Co. on Joseph's first day of work in 1974. There was someone, Burnham explained, that he wanted Joseph to meet right away, someone who just might help Joseph realize his outsize ambitions for his new firm.

Joseph, then 41 years old, a well-built former amateur boxer with graying hair, had landed the Drexel corporate finance job with an audacious claim: "Give me fifteen years," he had said. "I'll give you a firm as powerful and successful as Goldman, Sachs."

The proposition then seemed ludicrous, calling for nothing less than a revolution against the status quo on Wall Street. In 1974 Goldman, Sachs was at Wall Street's pinnacle. That year, Drexel Burnham had total revenues of just $1.2 million. Its capital was thin. The stock market was in a slump. And despite the illustrious Drexel name, Drexel Burnham barely ranked as a second-class citizen on Wall Street.

Drexel Burnham was essentially Burnham & Co., a retail-sales-oriented brokerage firm founded in 1935 by Tubby Burnham, a grandson of the founder of the I. W. Harper distillery, and a few remnants of old-line Drexel Firestone, which traced its lineage from the illustrious Philadelphia Drexel family and the unabashedly anti-Semitic J. P. Morgan empire.

In 1971, Burnham & Co. merged with Drexel -- an odd match. Burnham was mostly Jewish, filled with rough-and-tumble traders who survived on their selling skills. Drexel, by contrast, had an old-line aversion to hard sales tactics and a steadily dwindling roster of corporate clients who increasingly opted for firms with more aggressive distribution networks. Drexel was tottering, surviving largely on its reputation and its historical status as a major-bracket firm. Indeed, Tubby Burnham sought out Drexel as a merger partner primarily to hoist his company out of the submajor bracket and attract more underwriting work.

When Burnham visited the chairmen of Goldman, Sachs and Morgan Stanley, the eminent firms whose blessing and goodwill the merged firm would need to survive in the still-clubby world of Wall Street, they gave their approval on one condition: The venerable Drexel name had to come first, regardless of the true balance of power in the firm. Hence Drexel Burnham & Co. was born.

The survivors of the two firms still mostly shunned one another, even now, three years after the merger. As they walked through the firm, Burnham told Joseph that when he first met the head of Drexel at the time of the merger, he'd asked how many of the firm's more than 200 employees were Jews. He was told that there were a total of three. One, Burnham said, was the man he wanted Joseph to meet: Michael Milken.

Joseph shook hands with the intense, slender young man with dark, deep-set eyes. Joseph wondered briefly how someone li


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