THE TAKEOVER ARTISTS OF THE 1980S

Risk arbitrage is not a profession for the faint of heart, Moira Johnston says. She quotes the fallen takeover "king of arbitrage" Ivan Boesky as saying "It may seem callous. But I am indifferent to who succeeds or fails as long as I make a profit."

Carl Icahn loves to joke, "I've told my wife, if I need surgery, get me the heart of an arb. It's never been used," she says.It isn't easy to gain the confidence of the likes of T. Boone Pickens, Carl Icahn and Sir James Goldsmith (or "Jimmy," as she calls him), but being a woman helped, says Ms. Johnston.

Her new book, "Takeover: The New Wall Street Warriors," (Arbor House, New York) paints intimate portraits of some of the biggest takeover artists of the 1980s, explains their motivation and ties it all together with a compelling theme.

Ms. Johnston says that as a woman and a mother, she tries to make sense of the world by "putting little pieces of life together." She also has a knack of gaining people's confidence and getting them to talk.

I know. I met Ms. Johnston for breakfast at Delmonico's in the financial district recently and soon she had me telling her my life story.

"With takeover fever rising again, we will not know until the dust settles toward the end of the decade whether the long-term costs in social disruption and disabling debt have been too high," she says.

How did she know that oil analyst Kurt Wulff was standing naked in the shower when he took a call from T. Boone Pickens, I asked? "He told me," she replied with a smile.

Wearing a bright red blazer with a gold reindeer pin, she spoke in rapid- fire fashion, forming shapes in the air with her outstretched hands and barely pausing to eat her scrambled eggs.

A gracious powerhouse, Ms. Johnston is consumed by the intellectual challenge of her subject matter. Her description of corporate raiders could be turned back upon herself: "Rediscovering the founding principles of hard work, risk, and the rewards of enterprise, they have grasped life and forged it into something bigger than it was."

She obviously admires the new Wall Street warriors, who "are demonstrating that the code of gray caution lived by post-World War II corporate man falls pitifully short of a full-blown experience of life."

But she is quick to point out that "they are not, of course, all heroes. Some are back-knifing buccaneers, amoral as Machiavelli. Some are 'deal junkies,' who start to sweat if they go more than two days between battles, and whose vision is no loftier than that day's stock price."

The lawyers and investment bankers, the proxy fighters and arbitragers, the entrepreneurs, money managers and financial analysts involved in the takeover wars "are the smartest and most aggressive elite Wall Street has ever seen," she says. And, "like professional mercenaries, most are for hire by either side, and they are in it to win."

If there is a real hero in the book, it is a pilot, TWA's Captain Harry Hoglander, she says. "He was fighting for a broader group. And he proved that an employee can make a difference in the fate of his company."

Ms. Johnston conducted face-to-face interviews with most of the principals in her book, and came away with the realization that "the takeover campaigns of the 1980s are driven by forces far larger than any one skirmish or raider. They thrust into head-to-head conflict fundamental principles and issues that touch the lives and prosperity of us all."

These are the same issues that have touched off wars in the past, she says: free markets vs. regulation, federal vs. state power, and the role and sanctity of the powerful corporation.

When TWA and CBS were under attack, they claimed status as national treasures, she notes. "Are they?" she asks. "And how deep is our emotional dependency on the continuity and stability of institutions? Can a raider, once in control, manage better than the entrenched management he displaced?"

Once the undervalued asset was discovered and massive pools of capital ended up in the hands of institutions, there was no stopping the takeover mania. One can only wonder where it will all end.

Even Exxon, the world's largest industrial company is not immune. Ms. Johnston quotes a speech by T. Boone Pickens: "It would take about $35 million to start an Exxon deal. They think they're so big, they're safe," he joked.

Ms. Johnston marvels at how much Wall Street has changed in just a few years. "The clubby atmosphere has given way to the new generation," she says. "It's no longer important who you know, but what you know and how creative you are."

The challenge, the thrill of battle and greed are the motivating forces.

As she writes in the introduction to her compelling account, "Guns loaded with the most advanced 'device of the day,' warriors will fashion ever new forms of tender offers, proxy contests, leveraged buy-outs, and financing techniques. For the new Wall Street warrior is a master of creative resilience, and a new idea lasts about 30 minutes."

A San Francisco resident, Ms. Johnston is the author of The Last Nine Minutes, an account of the Paris air disaster, and Ranch, a study of western ranching. Her story in New West on the Firestone 500 tire triggered its recall and won her the National Magazine Award.

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