Trophies of his corporate safaris adorn the wall of the reception room -- framed covers from annual reports of Tappan (1978), Bayswater Realty & Investment (1979), Saxon Industries (1980), Simplicity Pattern (1980), Hammermill (1980), Marshall Field & Co. (1981).
Now Carl C. Icahn, the famous and feared 46-year-old board-room battler, wants to add Dan River Inc., of Danville, Va., to the gallery of companies he has stalked. Through six companies he is involved with, Icahn has bought 15 percent of Dan River's stock.
His sudden appearance forced managers of the 100-year-old Virginia textile manufacturer to adopt elaborate financial and legal maneuvers to fend him off. Like executives of other companies targeted by Icahn, Dan River's managers consider him a threat.
Last week, Dan River filed suit in U.S. District Court in Danville accusing Icahn and his companies of violating federal securities laws. Claiming that Icahn acquired a block of Dan River stock with "proceeds derived through prior acts of extortion, mail fraud and securities fraud," the company described itself as "the latest (and at least the eleventh intended) victim of Icahn's tactics."
Icahn fired back with a statement declaring, "I consider it an abomination that a company's management should resort to these gutter and smear tactics."
After going to court to try to prevent Icahn from buying more stock, Dan River circled the wagons around the south central Virginia mills.
The board of directors voted to establish a new series of cumulative preferred stock and issued all 1.7 million of those shares to a stock-bonus plan for employes. The stock will be held for five years in a trust fund controlled by Dan River management and under terms of the new issue, any merger proposal will have to be approved by holders of two-thirds of the new shares. The arrangement means, in effect, that any offer for the company as a practical matter can be blocked by Dan River management.
Icahn responded to the issuance of the new stock by filing his own lawsuit in U.S. District Court here. The legal action notes that the newly issued 1.7 million shares of stock represent about 22 percent of Dan River's outstanding voting securities. Alleging that the profit-sharing plan trustee "is controlled and directed by management," the Icahn suit said: "Management has thus secured at no cost to itself voting control of Dan River and has done so without obtaining common shareholder approval and at the expense of common shareholders."
Icahn's investment in Dan River brings to the quiet hills and valleys of Virginia the thunder of takeover wars like the battles between Bendix Corp. and Martin Marietta Corp. and other corporate juggernauts. While the outcome of these contests often is determined by brute strength and financial resources, Icahn plays a game that depends more on sleight-of-hand skill.
He is a member of a select fraternity whose specialty is investing in underpriced companies, whose managements sometimes pay a high price to avoid a takeover.
Forbes magazine, in a recent article titled "In Defense of Sharks," praised Icahn and others like him for shaking up sleepy corporate management.
"Just the fear of a raider's bid has awakened more than one complacent executive. A little board-room paranoia can be as beneficial for stockholders as a quick price jump after news leaks out that a corporate raider is in the wings," the magazine said.
In the past, Icahn has sought to use his shares to get a seat on the target corporation's board. He also has urged the board to find another corporation to take over the company -- and in the process buy his stock at a higher price than he paid.
One option for management is to buy out Icahn -- at a handsome premium -- just to get rid of him. Icahn says he made $9 million in 1981 selling his stock in Hammermill back to the company and collected a $2 million profit on his sale of stock back to Saxon Industries in 1980.
There are other businessmen skilled at hostile takeover attempts. But while they sometimes acquire the companies and run them, Icahn goes only for the short-run gain.
Icahn has been on a roll recently, bobbing in and out of stocks. He and his fellow investors recently sold off a major holding in American Can Co. but the dollar value was never disclosed.
Icahn's move last spring on Marshall Field & Co. was particularly successful. Back in 1978, Marshall Field managed to ward off a takeover attempt by Carter Hawley Hale Stores of Los Angeles, which was offering $42 a share. Then Icahn began buying Marshall Field stock in December 1981 when the price was $15 a share and by last winter the Icahn interests had acquired nearly 30 percent of the Chicago department store.
In March, Marshall Field management was so eager to shake off Icahn that it accepted $30 a share -- $12 less than the offer it turned down four years earlier -- from Batus Inc. The Icahn group made a profit of about $33 million on its investment.
Last December, the Securities and Exchange Commission sued Icahn, alleging that his interests failed to disclose tactics to exert influence over two companies, Saxon Industries and Hammermill Paper Co. While neither admitting nor denying the allegations, Icahn settled the complaint by agreeing not to violate certain sections of the federal securities laws.
The Icahn group made a quick $2 million in 1980 by buying Saxon Industries stock and selling it back to the company. The tenacious Icahn had demanded a seat on the board and suggested he would find someone to buy the company.
Icahn very nearly took up a career examining bodies instead of financial reports. After graduating from Princeton, he spent more than two years at New York University medical school. But he dropped out when he decided a career in medicine conflicted with what he refers to as "slight hypochondria."
Turning to Wall Street, he began to earn his fortune in the chancy business of trading puts and calls -- options to buy and sell stock -- and published a weekly put-and-call trading newsletter.
Icahn was successful enough to buy a seat on the New York Stock Exchange in 1968, and soon after began taking positions in what he considered undervalued stocks -- companies whose stock is trading at prices considerably below the value of its assets.
One of his first big successes was Tappan Co., the Mansfield, Ohio, manufacturer of home appliances. After an angry four-month proxy fight during which Icahn urged that Tappan be sold to the highest bidder, he got 10 percent of the stock and a seat on the board. Not long after, Tappan was acquired by AB Electrolux, a Swedish company, for $18 a share -- $10 over the market price. The Icahn group made a gross profit of $2.7 million on the deal and many other Tappan stockholders also cleaned up.
Icahn & Co. operates from offices overlooking Central Park several miles north of Wall Street. In addition to the securities business, Icahn has a major holding in a Chicago real estate company.
In most of Icahn's deals, he receives funds from other investors who are attracted by his reputation as a winner. One of his current partners is none other than Richard Tappan, the former chairman of Tappan Co. who bitterly fought Icahn's bid for his firm.
Icahn was not the first investor to go after Dan River. David Murdoch, the Los Angeles venture capitalist estimated by Forbes magazine to be worth $400 million, bought a major interest in Dan River in 1980. He later sold the stock back to the company and invested in a bigger textile company.
More recently, Hong Kong financier Frank Cheng's Unitex Ltd. acquired some 462,000 shares of Dan River. According to Icahn's lawsuit, Dan River so tied up Unitex in litigation that Cheng sold out to Icahn. Icahn indicates he is confident the legal barriers that blocked Cheng won't force him to sell.
Some securities analysts question why Icahn or anyone else would be attracted to Dan River, even though the stock price is about one-half the book value of $35 a share. Frank Johnson of Redbook Service, a division of Prescott, Ball & Turbin, says he expects Dan River will not earn any profit at all in this quarter. Profits for the year are expected to slip to only 60 cents a share from $2.51 a share last year.
Icahn simply replies, "Look, maybe the analysts are right, maybe I'm wrong. But I think I'm right."