Critical

by Robin Cook

  Remarkably, everything had gone according to plan for Angels Healthcare LCC, thanks to Dr. Angela Dawson’s innate business acumen. With the stock, warrants, and options Paul controlled, he was within weeks of becoming rich along with the other founders, the angel investors, and to a lesser extent the more than five hundred physician equity owners. The closing of an IPO was just around the corner, and due to a terrifically successful recent road show that had institutional investors drooling, the stock price was just about set at the upper limits of everyone’s expectations.

  With an anticipated five hundred million dollars to be raised on the first go-round, Paul should have been on cloud nine. But he wasn’t. He was more anxious than he’d been in his entire life, because he was ensnared in an epic ethical dilemma exacerbated by the series of recent corporate accounting scandals, including that at Enron, which had rocked the financial world during the previous six or seven years. The fact that he had not cooked the books was not a consolation. He religiously adhered to GAAP—Generally Accepted Accounting Procedures—and was confident that his books were accurate to the penny. The problem was that he didn’t want anyone outside of the founders to see the books, specifically because they were accurate and therefore clearly reflected a major negative-cash-flow situation. The problem had started three and a half months previously, just after the independent audit had been completed for the IPO prospectus. It began as a mere trickle but rapidly mushroomed into a torrent. Paul’s dilemma was that he was supposed to report the shortfall, not just to his CFO, which he certainly did, but also to the Securities and Exchange Commission. The trouble was, as the CFO quickly pointed out, such reporting would undoubtedly kill the IPO, which would mean that all their strenuous effort over almost a year would go down the drain, perhaps along with the future of the company. The CFO and even Dr. Dawson herself had reminded Paul that the unexpected burn rate was a mere quirk and obviously temporary, since the cause was being adequately redressed.

  Although Paul acknowledged that everything he was being told was probably true, he knew his not reporting definitely violated the law. Forced to choose between his innate sense of ethics and a combination of personal ambition and his family’s insatiable need for cash, the conflict was driving him crazy. In fact, it had driven him back to drink, a problem he’d overcome years ago but that the current situation had reawakened. Yet he was confident the drinking wasn’t completely out of control since it was restricted to having several cocktails prior to boarding the commuter train on his way home to New Jersey. There had been no all-night binges and partying with ladies of the night, which had been a problem in the past.

  On the evening of April 2, 2007, he stopped into his designated watering hole en route to the train station, and while sipping his third vodka martini and staring at himself in the smoky mirror behind the bar, he suddenly decided he would file the required report the following day. He’d been flip-flopping for days, but all at once he thought maybe he could have his cake and eat it too. In his mildly inebriated state, he reasoned that it was now so close to the IPO closing that maybe the report would sit around at the bureaucratic SEC and not get to the investors in time. That way, he’d have assuaged his conscience and, he hoped, not killed the IPO. Feeling a sudden euphoria at having made a decision even if he would change his mind overnight, Paul rewarded himself with a fourth cocktail.

  Paul’s final vodka seemed more pleasurable than the previous, but it might have been the reason he did something an hour later that he normally would not have done. Weaving slightly while walking home from the train station, he allowed himself to be approached a few doors away from his house and to be engaged in conversation with two nattily dressed yet vaguely unnerving men who had emerged from a large, vintage black Cadillac.

  “Mr. Paul Yang?” one of the men had questioned in a raspy voice.

  Paul stopped, which was his first mistake. “Yes,” he responded, which was his second mistake. He should have just kept walking. Coming to such a sudden halt, he had to sway slightly to maintain his balance, and he blinked a few times to try to sharpen his mildly blurry vision. The two men appeared about the same age and height, with hatchetlike faces, deeply set eyes, and dark hair carefully slicked back from their foreheads. One of the men had considerable facial scarring. It was the other man who spoke.

  “Would you be so kind as to afford us a moment of your time?” the man asked.

  “I suppose,” Paul responded, surprised by the disconnect between the gracious syntax of the request and the heavy New York accent.

  “Sorry to delay you,” the man continued. “I’m certain you are eager to get home.”

  Paul turned his head and glanced at his front door. He was mildly discomfited that the strangers knew where he lived.

  “My name is Franco Ponti,” the man added, “and this gentleman’s name is Angelo Facciolo.”

  Paul looked briefly at the man with the unfortunate scarring. It appeared as if he didn’t have eyebrows, which gave him an otherworldly appearance in the half-light.

  “We work for Mr. Vinnie Dominick. I don’t believe you are acquainted with this individual.”

  Paul nodded. He had never met a Mr. Vinnie Dominick, as far as he knew.

  “I have been given permission by Mr. Dominick to tell you something financially significant about Angels Healthcare that no one at the company knows,” Franco continued. “In return for this information, which Mr. Dominick is certain will be interesting to you, he only asks that you respect his privacy and not tell anyone else. Is that a deal?”

  Paul tried to think, but under the circumstances it was difficult. Yet as Angels Healthcare’s chief accountant, he was curious about any so-called significant financial information. “Okay,” Paul said finally.

  “Now, I have to warn you that Mr. Dominick takes people at their word, and it would be serious if you don’t honor your pledge. Do you understand?”

  “I suppose,” Paul said. He had to take a sudden step back to maintain his balance.

  “Mr. Vinnie Dominick is Angels Healthcare’s angel investor.”

  “Wow!” Paul said. In his position as accountant, he knew that there was an angel investor to the tune of fifteen million dollars, whose name no one knew. On top of that, the same individual recently provided a quarter-of-a-million-dollar bridge loan to cover the current shortfall. From the company’s perspective, and Paul’s, Mr. Dominick was a hero.

  “Now, Mr. Dominick has a favor to ask. He would like to meet with you for a few moments without the knowledge of the principals of Angels Healthcare. He told me to say that he is concerned the principals of the company are not following the letter of the law. Now, I’m not sure what that means, but he said you would.”

  Paul nodded again as he tried to clear his alcohol-addled brain. Here was the issue he’d been struggling with solo for weeks, and suddenly he was being offered unexpected support. He cleared his throat and asked, “When would he like to meet?” Paul bent down to try to see into the interior of the black sedan, but he couldn’t.

  “Right now,” Franco said. “Mr. Dominick has a yacht moored in Hoboken. We can have you there in fifteen minutes, you can have your talk, and then we’ll bring you back to your door. It will be an hour at most.”

  “Hoboken?” Paul questioned, wishing he had skipped the cocktails. It seemed to be getting harder and harder to think. For a second, he couldn’t even remember where Hoboken was.

  “We’ll be there in fifteen minutes,” Franco repeated.

  Paul wasn’t wild about the idea, and hated being put on the spot. He was a bean counter who liked to deal with numbers, not hasty value judgments, particularly when suffering a buzz. Under normal circumstances, Paul would have never gotten into a car at night with total strangers for an evening meeting on a yacht with a man he’d never met. But in his current muddle and with the prospect of being abetted in his business decision-making by such an important player as Vinnie Dominick, he couldn’t resist. With a final nod, he too
k a wobbly step toward the open car door. Angelo helped by taking Paul’s laptop and handing it back to him when Paul was settled.

  There was no conversation as they drove back in the direction of New York. Franco and Angelo sat in the front seat, and from Paul’s vantage point in the back, their heads were dark, motionless, two-dimensional cutouts against the glare of the oncoming traffic. Paul glanced out the side window and wondered if he should have at least gone into his house to let his wife know what he was doing. He sighed and tried to look on the bright side. Although the interior of the car reeked of cigarettes, neither Franco nor Angelo lit up. Paul was at least thankful for that.

  The marina was dark and deserted. Franco drove directly to the base of the main pier, and all three got out. Since it was off-season, most of the boats were out of the water, standing on blocks, and covered with white, shroudlike vinyl covers.

  There was no conversation as the group walked down the pier. The cold air revived Paul to a degree. He took in the nighttime beauty of the New York City skyline, marred by the fact that in the foreground, the Hudson River looked more like crude oil than water. The gentle waves made soft, lapping sounds against the pilings and the refuse-strewn shoreline. A slight odor of dead fish wafted in the breeze. Paul questioned the rationality of what he was doing but felt it was too late to change his mind.

  Halfway out the pier they stopped at the mahogany stern of an impressive yacht with the name Full Speed Ahead stenciled in gold letters across it. The lights were ablaze in the main saloon, but no one could be seen. A row of fishing rods stuck out of cylindrical holders along the afterdeck’s gunwales like bristles on the back of a giant insect.

  Franco boarded and immediately scampered up a starboard ship’s ladder and disappeared from view.

  “Where’s Mr. Dominick?” Paul asked Angelo. Paul’s unease ticked upward without seeing the investor.

  “You’ll be chatting with him in two minutes,” Angelo reassured him while gesturing for Paul to follow Franco across the narrow gangplank. With resignation, Paul did as he was told. Once on board, Paul had to steady himself as the large craft moved up and down with the gentle swells.

  The next surprise was that Franco started the engines, which let out a deep, powerful, throaty roar. At the same time, Angelo quickly dealt with the mooring lines and pulled in the gangway. It was obvious that the two men were accustomed to running the craft.

  Paul’s unease again ratcheted upward. He had assumed his supposedly short meeting with Mr. Dominick would take place while the boat was moored. As the craft eased out of its slip, Paul briefly contemplated leaping off the moving boat onto the dock, but his natural indecision allowed the opportunity to pass. After four martinis, he doubted he could have managed it even if he had decided to try, especially clutching his laptop case.

  Paul peered through the windows into the main saloon in hopes of seeing his missing host. He made his way over to the door and turned the handle. It opened. He glanced back at Angelo, who was busy coiling the heavy mooring lines next to several stacked cinder blocks. Angelo gestured for him to go inside. The gradually increasing roar of the diesels made conversation difficult.

  Once the door was closed behind him, Paul was relieved that most of the engine noise vanished, although not the vibration. The décor of the yacht was tastelessly glitzy. There was a large, flat-screen TV with La-Z-Boy recliners grouped in front, a gaming table with chairs, a large L-shaped couch, and an impressively stocked bar. He walked across the room and glanced down a few steps into the galley area, beyond which was a passageway with several closed doors. Paul presumed they were staterooms.

  “Mr. Dominick,” Paul called out. There was no answer.

  Paul steadied himself as he felt the engines accelerate and the boat’s angle of elevation increase before quickly flattening out. He glanced out the window. The boat had picked up speed. A sudden roar turned Paul’s attention back to the door leading to the afterdeck. Angelo had come inside, and he approached Paul after pulling the door closed behind him. In full light, Paul was taken aback by the extent of the man’s facial scarring. Not only didn’t he have eyebrows, he didn’t even have eyelashes. Even more startling, his abnormally thin lips were retracted back to the extent that they gave the impression they could not completely close over his yellowed teeth.

  “Mr. Dominick,” Angelo announced, extending Paul a cell phone flipped open.

  Suppressing a sudden flash of resentment with the absurdity of the situation, Paul snatched the phone from Angelo. He plopped his laptop case onto the game table, sat down, and put the phone to his ear while watching Angelo drape himself sideways across the arms of one of the La-Z-Boys.

  “Mr. Dominick,” Paul snapped with the intention of expressing his irritation and frustration of having been tricked into talking on a cell phone, something that could have been done just as well from the backseat of the car. He also intended to say that he wasn’t happy about having a confidential conversation within earshot of Angelo, who made no motion to leave.

  “Listen, my good friend,” Vinnie interrupted. “Why don’t you call me Vinnie, seeing as though you and me might have to work together to straighten things out at Angels Healthcare. And before I say anything else about that, I want to apologize for not being there in person. That had been the plan, but I had an urgent business problem that needed my immediate attention. I hope you will forgive me.”

  “I suppose…” Paul began, but Vinnie again interrupted.

  “I trust that Franco and Angelo have been treating you with appropriate hospitality, since I’m not there to do it myself. The plan was for them to pick me up at the pier at the Jacob Javits Center, but I’m stuck here in Queens. Tell me! Have they offered you a drink?”

  “No, but I don’t need a drink,” Paul lied. He was dying for a stiff drink. “What I would like is to be brought back to the marina. You and I can talk on the way.”

  “I’ve already told Franco and Angelo to bring you back,” Vinnie said. “Meantime, let’s you and I get down to business. I trust that you are now aware of the extent of my interest in Angels Healthcare.”

  “I am indeed, and thank you. Angels Heathcare wouldn’t be where it is without your generosity.”

  “Generosity has nothing to do with my involvement. It is strictly business—serious business, I might add.”

  “Of course,” Paul said quickly.

  “As a director through a proxy, I’ve heard rumors there is a serious problem with short-term cash flow. Is there truth to these rumors?”

  “Before I answer,” Paul said, looking over at Angelo as he nonchalantly picked at his fingernails, “one of your men is sitting here within earshot. Is that appropriate?”

  “Absolutely,” Vinnie said without hesitation. “Franco and Angelo are like family.”

  “In that case, I have to admit the rumors are true. There is a very serious cash-flow problem.” Paul’s voice had an uncharacteristic lisp, as if his tongue was swollen.

  “And I’ve also been told that SEC rules require that such a material change in the company’s fiscal situation must be reported within a stipulated time frame.”

  “That is also true,” Paul admitted guiltily. “The required form is called an eight-K, and should be filed within four days.”

  “And I’ve been further informed that this required form has not been filed.”

  “Once again, you are correct,” Paul confessed. “The form has been composed but not filed. I was told not to file it by my boss, the CFO.”

  “How is it normally filed?”

  “Electronically, online,” Paul said. He glanced out the window, wondering why they had not changed course. He felt slightly dizzy, and his stomach was doing flip-flops.

  “Just so I understand: Since this report has not been filed, we are in violation of SEC rules.”

  “Yes,” Paul said reluctantly. The fact that he had been told not to file it did not resolve him of responsibility. The new Sarbanes-Oxley rules made tha
t very clear. He glanced at Angelo, whose presence still bothered him, considering the nature of the conversation and despite Mr. Dominick’s assurances.

  “It has also been pointed out to me that not filing in a timely fashion could be considered a felony, which leads me to ask if you plan to file so that neither of us are considered accessories.”

  “I’m going to have one more talk with my boss tomorrow. No matter what, I’m going to take it upon myself to file. So the answer is yes.”

  “Well, that’s a relief,” Vinnie said. “Where exactly is the file?”

  “It’s here, in my laptop.”

  “Anyplace else?”

  “It’s on a USB drive. My secretary has it,” Paul said. He felt the engine vibrations slacken. Looking back out the window, he could see they had slowed down.

  “Is there some particular reason for her having it?”

  “Just for a backup. Obviously, my boss and I have not seen eye to eye on this issue, and the laptop actually belongs to the company.”

  “I’m certainly glad we had this talk,” Vinnie said, “because it appears that you and me see eye to eye. I want to thank you for having a moral compass. We got to do the right thing, even if it means temporarily delaying the IPO. By the way, what’s your secretary’s name?”

  “Amy Lucas.”

  “Is she loyal?”

  “Absolutely.”

  “Where does Amy live?”

  “Someplace in New Jersey.”

  “What does she look like?”

  Paul rolled his eyes. He had to think. “She’s very petite, with pixielike features. She looks much younger than she is. I suppose the most notable thing about her is her hair. Right now it is blond with lime-green highlights.”

  “I’d say that is unique. Does she know what is on the digital storage device?”