by Stephen Frey
“Yes, and he’s also prepared to enter into long-term contracts with you and your executive team in order to provide all of you with personal financial stability—that is, as long as I don’t find anything out of the ordinary during the course of my due diligence.”
“You won’t find anything,” Fogel assured her. “We’re squeaky clean.”
“If you say so.”
“On top of the money Mr. Lawrence invests to roll out ESP, he would also have to promise to invest funds to stabilize Proxmire,” Fogel said. “My board of directors will require that as a condition of closing.”
Angela hadn’t discussed this deal point with Jake, but he’d given her the flexibility to agree to whatever she needed to agree to to get to the due diligence stage. As long as it seemed reasonable. “I believe that can be arranged.”
Fogel tapped the table. “How much money does Jake Lawrence really have, Angela?”
“Enough to buy Proxmire out of petty cash, and I don’t say that out of arrogance. It’s just a fact. Call your investment bankers. They’ll tell you. He owns 10 percent of Sumter. That alone has cost him more than six hundred million.”
Fogel nodded. “So that’s the connection. The fact that he owns a big chunk of your bank.”
“Yes.”
“But that doesn’t explain why you are the messenger.Normal protocol would have a senior Sumter executive representing Mr. Lawrence in a transaction like this.”
“In this case, he felt I was the more appropriate individual to make contact with you.”
Fogel smiled. “What Mr. Lawrence felt was that I would be more taken by you than by a silver-haired, fifty-five-year-old WASP. That I would connect with a woman who has probably endured many of the same things I have. I bet, if we were to have a more social conversation, I’d find that our backgrounds are very similar.”
Angela gazed at Fogel. “Yes, you would.”
His smile faded. “But I will not be a pushover. I will drive a good deal for my shareholders.”
Angela’s expression toughened. “I appreciate that. And I hope you will appreciate that Jake will not be a pushover either. He doesn’t want a public proxy fight, but he’s prepared for one. He doesn’t bluff. You can have your investment bankers check his history as far as that goes too. He will go to the mat. You can also have your bankers check on Jake’s win-loss record in proxy fights.” She paused for effect. “He’s undefeated, Walter.”
All of this information had been included in the package to provide her with ammunition for just this moment. Jake had coached her over dessert, assuring her that this moment would arise. That this would not be like negotiating a loan agreement. That this was more akin to life and death. That Fogel might seem prepared to accept the terms of surrender, but that she shouldn’t be fooled. Nothing would be certain until the documents had been signed and the stock transferred.
“Mr. Lawrence is absolutely prepared to go through that fight,” she continued, “but he won’t appreciate the extra time, money, and mental aggravation it will cause.”
“Is that a threat?”
“There would be consequences.”
“That’s definitely a threat.”
Angela nodded. “Sure. To the extent there’s a proxy fight and Jake wins, there will be no management contracts. A new management team will be formed. You can be certain of that.”
“I have plenty of stock options. My board has seen to that. I’ll be a rich man anyway.”
“The strike prices on most of your call options are way out of the money. You won’t be as rich as you would like me to believe. You’ll still have to work for a living. We’ve done the analysis.” She hadn’t wanted to use this next arrow, but Jake had given her permission to if she felt delivering it would push Fogel over the edge. “And you will have irritated one of the richest men in the world. A man who doesn’t forget. Is that something you really want to do?”
Fogel leaned back and rubbed his neck. “Probably not,” he admitted.
“I’m glad to hear you say that.”
“So, let me get this straight. Mr. Lawrence is basically telling me that I’m about to get raped. But instead of fighting it, I might as well lay back and let it happen.”
“First of all, I’m not wild about the analogy.”
“Sorry, I didn’t mean to—”
“Second, I believe that if you work with Mr. Lawrence, you will find him to be a worthy business partner.”
Fogel looked down at the table. “When I first met you out in the lobby, I have to admit I wasn’t sure what to think. But I guess I misjudged the situation, didn’t I?”
“I just want to get a deal done,” she answered quietly. She could tell by Fogel’s tone that resignation was setting in, and she forced herself to suppress a smile. This was more exhilarating than she had anticipated. For the first time in her life she felt the power that Jake Lawrence felt every day. And it was intoxicating.
“Will Sumter Bank be providing debt for this transaction?” Fogel asked.
“If everything checks out.”
Fogel reached for a stack of legal pads in the center of the table. “Let’s talk share price, Ms. Day,” he suggested.
“All right. Just before we met, Proxmire was trading at $8.75 a share. My thought is that—”
“I won’t take less than fifty,” Fogel interrupted, pulling his pen out and scribbling on the pad. “That’s the stock’s all-time high. Mr. Lawrence will have to pay at least that.”
Angela shook her head. “Not even close, Mr. Fogel.” She found it interesting that last names were being used again now that the conversation had gotten down to brass tacks. “That would value the company at more than a billion dollars. As you pointed out, Proxmire lost five million dollars last quarter. And your lenders are getting nervous. I’m sure cash is in short supply,” she said.
“All right. Forty a share.”
She was surprised Fogel hadn’t immediately referred her to his investment bankers, refusing to enter into a price discussion. That would have been standard operating procedure. The fact that he was willing to negotiate conveyed to her that Proxmire was probably in worse shape than she and Jake had anticipated. That he was searching for a port in the storm. Which gave them a clear advantage. “No.”
“Work with me, Ms. Day,” he pleaded. “Where are you on price? Make me an offer. I’m not going to sit here and bid against myself.”
“Fifteen a share.”
“That’s absurd!” Fogel shouted, pounding the table.
“Plus we’ll offer you an employment contract with an immediate 20 percent raise, as well as a year-end bonus. And your contract will be unconditionally guaranteed by a Jake Lawrence entity unrelated to Proxmire, so that if Proxmire were to ever endure financial distress, you would be paid regardless.”
“What kind of bonus are we talking?”
“A minimum of 100 percent of your salary.” That would be about three hundred thousand dollars, according to the last proxy statement. A great deal to Fogel, but nothing to Lawrence. “And a maximum of 300 percent.” That would be almost a million dollars. “Based upon Proxmire achieving certain preagreed financial goals, of course.”
Fogel’s eyes widened. “Three hundred percent? Really?”
“Yes.”
“What about my other senior executives?” he asked.
“I’m not prepared to talk about their packages at this time.”
Fogel held his hands up. “Oh, no, I have to have assurances that—”
“But I am prepared to guarantee both your salary and your minimum bonus fortwo years.”
Fogel toyed with his cuff links again. “Make it five years,” he said quietly. “And give my stockholders thirty bucks a share.”
Angela shook her head. “I’ll give your stockholders twenty, but I’m staying firm on the two-year contract guarantee.”
“Twenty-five and four.”
She hesitated, trying hard not to smile. As they were saying good-bye
Sunday night, Jake had bet her that she couldn’t rope Fogel for less than twenty-five a share. “Twenty-three and three,” she said, “and that’s my final offer.”
Fogel wrote the numbers twenty-three and three down on the legal pad, stared at them for a few moments, then slowly nodded. “I’ll take it to my board of directors. I don’t know if they’ll approve it, but I will recommend that they do.”
“When will you convene that board meeting?”
“Sometime next week.”
“Unacceptable, Walter. I need an answer no later than ten o’clock Monday morning.”
The blindfold was lifted and he saw two armed men standing ten feet in front of him, rifles pointed directly at his chest. In the moonlight he recognized one of them as his torturer, the young one with the buzz cut who had seared the skin of his shoulder with the cigarette.
He rubbed his wrists. He’d been a prisoner for almost a week, and he’d spent most of that time hanging from a damn beam. Now he was standing in a field beside a dirt road after what had been an hour’s drive in a van. The van was parked nearby—lights off, engine idling. So this was how it was going to end. He glanced around for the grave they must have been digging while he was forced to remain on the van floor after the vehicle had stopped.
“You’re free to go.” The one who had lifted the blindfold over his eyes from behind now moved in front of him and unlocked the silver handcuffs with a small key.
“Free?” he whispered. A moment ago he had been preparing to die. Now they were telling him he could go. Just like that.
“Yes. That’s yours as well,” the guard said, gesturing down.
The man followed the guard’s motion. On the ground was a large briefcase. “What the hell is going on here?” But his captors were already jogging across the field back toward the van. Moments later they were inside, the doors were closed, and the vehicle was moving away down the dirt road. “What in the hell is going on?” he repeated loudly into the night, watching the red taillights disappear.
He glanced down at the briefcase again, this time warily, wondering if he should open it. It might be a bomb, designed to do away with him when they weren’t around. But that made no sense. If they were going to kill him, they wouldn’t leave clues. They’d shoot him in the head and bury him in a remote field, or tie cinder blocks to his ankles and drop him in the ocean ten miles offshore. A bomb and a blown-up body would give local authorities plenty to go on. And plenty of reason to call in the Feds.
He knelt down slowly beside the briefcase, groaning loudly. His entire body was sore from his having been hung by his wrists for so long. For a few moments he gazed at the dark case, then he flipped the latches and allowed it to fall open. As he surveyed the contents, he began to laugh. A deep hearty laugh that echoed among the trees.
In the moonlight he could see rows of hundred-dollar bills inside the briefcase. Stacked neatly one on top of the other. The original agreement had called for him to be paid a million dollars. As far as he could tell, it was all here.
CHAPTER THIRTEEN
“I don’t understand why you have to meet with him in person,” Tucker grumbled as he guided the Jeep through the darkness engulfing the isolated country lane. He had to speak loudly over the noise of the engine. “Why couldn’t you just send Lawrence a written report?”
“I need to update him on my meeting in Reston this morning,” Angela replied, checking the road ahead. She and Tucker were deep into the heavily wooded countryside west of Richmond, and she was well aware of how many deer were out here. Once a week, it seemed, she read in the newspaper about someone hitting one. And, since their brush with the elk in Wyoming, she had become much more aware. “Jake told me that he wants to stay close to this situation, and he wants to meet me in person in case he has questions.” Lawrence had called her directly—for the first time—this morning to let her know about tonight.
“Oh, it’sJake now,” Tucker said smugly. “A week ago the guy assaulted you in Wyoming, and now you and he are best buddies.”
“What’s your problem?”
“What do you mean?”
“Why do you care so much about my relationship with Jake Lawrence?”
“I don’t.”
“You certainly seem to.”
“Nah.”
She smiled over at him. “Maybe a little jealous? Mmm?”
“Not at all. I just hate the way he can manipulate people so easily because he has so much money.”
“I’m not being manipulated,” Angela replied firmly, her voice rising.
“Yeah, right.”
“Well, I’m not.”
“I’m sure that without the possibility of changing your son’s custody situation, you’d be willing to go through all of this,” Tucker said.
She looked out her window into the darkness, wishing Tucker didn’t know about that. Wishing Lawrence hadn’t relayed that information to him. “What are you complaining about, anyway? So you have to take a little drive. You’re going to make money off this deal. I bet you called a stock broker right after you dropped me off in front of the Proxmire building this morning.”
Tucker grinned slyly. “No way. I’d never do that.”
“Uh-huh.”
“Hey, I had to wait outside in the parking lot. How would I know what company you were talking to?”
“For starters, what about the big letters on top of the building that spell Proxmire?”
“Yeah, well.”
Angela punched Tucker’s upper arm gently. “Come on, how many shares did you buy?”
“Who did you meet with at Proxmire?” Tucker asked quickly, ignoring her question.
“The chief executive officer.”
“Really?”
Angela glanced at Tucker. She could tell he was impressed. “Yes.”
“And what did you talk about?”
“Stuff.”
Tucker snorted angrily. “Right. The dumb ranch hand wouldn’t get it anyway.”
“John, it’s not—”
“Save it, Angela. I understand.”
She gazed at him. He was a good man, and he’d been about the only one in this whole mess who’d dealt with her honestly right from the start. As far as she knew. “We talked about Jake buying Proxmire. How much he was willing to pay and what would happen to the CEO after the transaction. I needed to explain to the guy why Jake is so interested in Proxmire.”
Tucker glanced over at her and nodded gratefully. “Big-picture issues, huh?”
“Yes.”
There was a short silence. “Whyis Mr. Lawrence so interested in Proxmire?”
“One of the company’s subsidiaries has a technology Jake wants to get his hands on.”
“What kind of technology?”
Angela checked her watch. It was almost ten o’clock. “You know, you ask a lot of questions.”
Tucker shrugged. “I’m a curious guy. So what?”
Jake had quickly become irritated at dinner when she had conveyed that she trusted John Tucker. She wondered if Jake was right. Perhaps she did need to be more cautious. “It’s a software.”
“What kind of software?” Tucker pushed.
“I don’t know.”
Tucker rolled his eyes and groaned. “Here we go again.”
“I’m serious.”
“Right. You and Mr. Lawrence have a three-hour dinner to discuss this and you expect me to believe that in all of that time you don’t ask what the software does? I haven’t known you long, Angela, but I’ve known you long enough to be certain that you’d ask that question.”
“I don’t know what to—”
“That’s all right,” Tucker interrupted, holding up one hand. “Don’t tell me. Hey, I’m just trying to learn, just trying to better myself. But maybe it’s best that I don’t know.”
“It’s not like that.”
“Look, I don’t blame you for doing a one-eighty on Mr. Lawrence. He’s rich and he’s good looking. He’s got it all. Just don�
�t treat me like a fourth-class citizen. Second-class is fine. Maybe even third. I understand where I fit into the grand scheme, I really do. Just don’t treat me like I’m some idiot who can’t grasp complicated concepts.”
Angela gazed at him for a few moments in the dim light of the dashboard lights, thinking about how different he was from Sam Reese. A simple man. A man who told you what he was thinking when he was thinking it. Not a man who manipulated you. Or used you for entertainment. But they sure shared that swagger. Slowly, she slipped her hand onto Tucker’s as he was shifting gears. “I’m sorry, John,” she said, squeezing gently.
“Ah, forget it.”
“I mean it.”
“Okay.”
He tried to move his hand away from hers, but she wouldn’t release her grip. “Tell me more about your family. You said your father was in the military. Which service?”
“Air Force.”
“Was he a pilot?”
“No. Nothing exciting like that. He was a grunt. Just a guy who pushed around spare parts and munitions.”
“Where was his longest stay?”
“Alaska.”
She could tell he was still irritated. “John, I grew up very poor. I would never treat anyone like they were lower class. I’ve been treated that way myself, so I know how it makes you feel.” They were coming to an intersection, and it became quieter as Tucker slowed the Jeep down. “The reason I can’t talk about details of the transaction is that these things must remain confidential. I’ve told you that.” She looked down, then back up at him. “Maybe I do want you to be a little jealous after all.” For a few moments they stared at each other, then she leaned toward him, moving her hand up his arm to his face.
But he shook his head. “You have to do something for me at this point,” he said quietly, reaching into a coat pocket.
“What do you mean?” She was certain he had been leaning toward her, too, but then pulled back.
Tucker held up a blindfold. “You have to wear this thing until we get to the rendezvous point with Mr. Lawrence. Colby’s orders.”
“Oh, come on. You can’t be serious.”
“Unfortunately, I am. You have your secrets, and we have ours.” He motioned to her. “Turn around.”
