Silent Partner (22 page)

“None of your business,” Angela cut in.

Trip gave Angela an irritated glance, then reached for a calculator and punched a few buttons. When he was finished, he grimaced.

“What’s wrong?” Liv asked.

Trip smiled stiffly. “Nothing.”

Liv smiled too, aware of the young lending officer’s dilemma. “I make over a hundred thousand dollars a year,” she pointed out, “which you can easily verify. I can handle the monthly mortgage payment, including real estate taxes.”

Trip rubbed his eyes as if he were developing a migraine. “Real estate is a tricky asset to invest in, Ms. Jefferson. Are you sure you want to put the majority of your inheritance into property right now? These are uncertain economic times. Why not be safe and invest the money in a more conservative vehicle? Say, a certificate of deposit.”

It was clear to Angela that the young man was trying to divert Liv away from the West End. The issue for Angela was whether he was doing it on his own—or if he’d been told to do it. “Why are you trying so hard to get my friend to reconsider purchasing this home? Is there something going on here we should know about?”

Trip stared at Angela for several moments, then shook his head, as if he were reminding himself of a certain part of his training manual. “Not at all,” he answered politely, picking up his pen again and checking the rest of the application. “I notice you haven’t filled out the ‘Race/National Origin’ box here on the bottom of page 3.”

“I believe that’s optional,” Liv replied.

“Yes, it is,” Angela agreed, “but you’ll want to fill it in.”

“No, I don’t.”

“If you don’t, he will,” Angela reminded Liv. “Right?” she asked, looking at Trip for confirmation.

He nodded. “That’s correct.”

“Oh. Well, then, let me have your pen.”

“Press firmly,” Angela encouraged, pointing subtly at the box marked “White, not of Hispanic origin.” Liv glanced up, questioning the direction, but Angela tapped it again and Liv checked the box.

When she was finished, Trip took the application and stood up. “Someone will be back to you in a few days, Ms. Jefferson. Thanks for coming in.”

A half hour later they were back downtown, almost to the Sumter Tower.

“I still can’t believe that guy,” Angela said angrily.

“People think the world has changed so much in the last few decades,” Liv said, coasting to a stop in front of the bank’s plaza. “But it really hasn’t.”

“You’re right. It hasn’t.”

“Why did you have me fill in the ‘white’ box?” Liv asked.

“You conducted your experiment, and I’m conducting mine.”

“Okay. Well, sorry about not getting anything to eat. But you wanted to get back.”

Angela stepped out of the Accord, then turned and leaned back down into the car. “No problem. I’m not that hungry anyway. See you later.” She closed the door and waved as Liv drove off.

“Hello, Angie.”

Angela spun around at the sound of her name. Sam Reese stood a few feet away. “What are you doing here?” she asked him.

“A little family business,” Sam explained, pointing over his shoulder at the bank. “Despite my father’s intense dislike for your chairman, he still believes that Sumter is the safest place around for the family’s liquid assets.” Sam hesitated. “You look great, Angie. Not that you don’t always. You do. Just extra special today.” He raised one eyebrow and gave her a suggestive smile.

There was that feeling again, the one she always got when Sam looked at her that way. “Thanks.”

“Got time for a cup of coffee?” he asked.

Angela shook her head. “Sorry.”

“Come on. I want to talk to you about Hunter.”

“Talk to me right here.”

“All right. How would you like to see him again this weekend?”

Angela’s heart jumped. “This weekend? But I just saw him. I mean, of course I want to, but—”

“He had a great time with you last weekend,” Sam interrupted. “He was missing you last night. Crying a little.”

Angela felt a lump in her throat instantly, and she looked away. “How could you arrange for me to see him, Sam? Your father would be furious.”

“You let me worry about my father. The question is, do you want to see Hunter this weekend?”

“Of course I do.”

“Then we’ll do it. I’ll make the arrangements and call you at work later in the week.”

“Thank you,” she whispered.

“I told you I wanted us to have a better relationship. That starts with your getting to see Hunter more. I understand that.”

She looked up at him. “I can’t believe you’re doing this for me.”

Sam shrugged. “I’m not as bad a guy as you think I am, Angie.” He leaned forward, took her hand, and kissed her tenderly on the cheek. “Talk to you later.”

Angela watched him walk away. He hadn’t asked for anything in return. No quid pro quo. Maybe he was right. Maybe he wasn’t as bad as she thought he was. Or maybe he just wasn’t as bad as he used to be.

When Sam turned the corner, she hurried for the front door. She’d been gone almost two hours. Ken Booker seemed to be watching her closely these days, and he wouldn’t be happy about her taking so long a lunch.

As she sat down behind her desk, Booker appeared from his office, headed toward the elevators. He gave her a long look as she answered the telephone that had been ringing as she’d walked on to the floor.

“Hello.”

“Ms. Day?”

“Yes,” she answered, trying to place the voice.

“This is Carter Hill.”

“Oh, hello, Mr. Hill.” Angela glanced around quickly, hoping no one else on the floor had heard her say his name. She didn’t want people knowing that she was in direct contact with the bank’s president. That could generate questions she didn’t want to answer right now. “What can I do for you, sir?”

“I’d like to have a quick chat with you. If you don’t mind, of course.”

“Not at all. I’ll come right up to the fiftieth floor. Will we be meeting in your office or Mr. Dudley’s?”

Hill hesitated. “Um, let’s meet in the lobby on the twenty-seventh floor instead. See you in five minutes.”

The phone clicked in Angela’s ear. Slowly, she hung up the receiver, then reached for the bank directory. There were no listings for anyone on twenty-seven.

A few minutes later the elevator door opened on the twenty-seventh floor and Angela stepped cautiously out of the car, glancing back over her shoulder as the doors slid shut behind her. The lobby was dimly lit and quiet, clearly unoccupied. This couldn’t be good. She turned around and reached for the elevator button.

“Hello, Angela.”

“Oh, God.” Angela turned around quickly as Carter Hill emerged from the shadows.

“Sorry to startle you,” he apologized.

“No, that’s all right.”

“I realize this may seem a bit unusual.”

“Well, yes, it does.”

“I just didn’t want Bob Dudley to see us speaking.”

“Why not?” she asked suspiciously.

Hill moved closer, until they were only a few feet apart. “I wanted to follow up on something you said this morning when the three of us were together in his office.”

“What was that?”

“You said that Jake Lawrence had asked if you thought I would make a good chairman.”

“That’s right,” she agreed hesitantly. “He did.”

“What did you say?”

“I told him I thought you were more of a consensus builder than Mr. Dudley. I also told him that my opinion didn’t matter much because I didn’t know you that well.”

“But you’re right, Ms. Day,” Hill said quickly. “I am a consensus builder. I do care what others think.” He locked eyes with her. “I’m not like Bob Dudley.”

“That’s obvious.”

“It pains me to hear him say some of the things he says. I want you to understand that. I do not endorse his view of the world.”

“What exactly do you mean, Mr. Hill?”

Hill hesitated. “Bob has certain opinions about minorities and women that simply aren’t acceptable.”

Angela nodded. Here was secondhand confirmation of the memo she’d found in Booker’s office.

“Please communicate that to Mr. Lawrence when you talk to him next.”

Her eyes narrowed. “Of course you’ll know when that is, Mr. Hill, because if I don’t tell you, you’ll fire me. Remember?”

Hill held up his hands. “Don’t blame me for that. That’s Dudley making me say those things. I know how valuable an employee you are. I’ve checked. In fact, if I were chairman, I could see an expanded role for you here at Sumter Bank.”

The tables were turning everywhere. Now she had the power. But that could change quickly, Tucker had warned her. It all hinged on Jake Lawrence. “I appreciate that.”

Hill exhaled heavily, as if he’d been holding his breath for a long time, as if it had been a terrible gamble for him to meet her this way, but now he was glad that he had. “I still think it would be a good idea for you to let me know when you’re meeting with Lawrence. If you don’t, Dudley will become suspicious. And he is still chairman. He could fire us both. We wouldn’t want that.”

“No, we wouldn’t,” she agreed.

Hill opened his arms wide. “There’s so much we could do together, Ms. Day. I want to have that chance.”

She gazed at him in disbelief. Suddenly everyone wanted to be her partner.

Angela checked her watch: 6:45. Kate Charboneau was supposed to have been here at six. As a rule, Kate was fifteen minutes late, and this was unusual—even for her. Angela motioned to the bartender and nodded down at her glass. The anticipation was too much. She needed another Chardonnay crutch.

A few minutes later Kate appeared, blonde hair streaming behind her as she trotted through the restaurant. “What a day,” she said excitedly, placing her briefcase down on a stool and giving Angela a hug.

Kate was so thrilled she was shaking. That had to be a good sign. “What happened?”Angela asked.

“Sorry I’m late, but it was a great day for our team.”

“What do you mean? Come on, tell me.”

Kate ran her fingers through her hair, then signaled to the bartender that she wanted a glass of wine, too. “I just wish they could all be like this. Then I might even be able to enjoy the law.”

“Kate!”

“We batted a thousand today, Angela. Three for three, and it all happened over the last few hours. I met with Danny Ford and his lawyer at four o’clock and Danny couldn’t stop talking. His attorney kept trying to interrupt him, you know, kept trying to get him to shut up. But Danny wouldn’t stop. He admitted he hadn’t laid eyes on you in person before the first day of the divorce proceedings. He admitted that the whole thing about you having sex with him was a lie. Basically, he admitted he’d perjured himself.”

“Chuck Reese?” Angela asked, excitement rushing through her. “Did he pay Danny cash to provide the testimony?”

“Danny wouldn’t admit to that. He wouldn’t go that far. He said he owed Sam’s father a favor and testifying to an affair with you was how he was paying the favor off. It doesn’t really matter. The important thing is that he’s willing to admit to the judge that he lied. Believe me, judges do not take kindly to that.”

“What else happened?”

“I spoke to the woman who had the affair with Sam. She’s more resolved than ever to go forward, and—this is why I was so late—the judge in the custody case called me back just as I was leaving my office to come over here. He’s willing to hear about these new developments. As I told you before, he doesn’t really have to. He could refuse to hear anything. But he was open to discussing these new details. In effect, he’s willing to reopen the case.” Kate picked up the wineglass the bartender had just delivered and took a healthy swallow. “Nothing is ever for certain in the law, but things could be a lot worse. I know I shouldn’t say this, but I think there’s a good chance that at some point in the future you will be seeing a great deal more of Hunter. We’ve still got a few mountains to climb, and the other side will try to break our momentum when they hear about it, but, all in all, it’s damn good news.”

Angela clasped her hands together and brought them to her forehead. Unbelievable.

“Angela,” Kate said.

“Yes?”

“What’s going on here?”

“What do you mean?”

“Why am I suddenly on such a hot streak? Why are people tripping all over themselves to be so accommodating? I’m not naive enough to think that it was something momentous I said in court six years ago that has people feeling guilty all of a sudden.”

The answer to Kate’s question was simple. Jake Lawrence and his people had been hard at work over the last several days, influencing those who needed to be influenced. The real question for her centered around Jake’s willingness to provide all of that influence. Angela still wasn’t satisfied with Jake’s answer that he was simply repaying her for her agreement to help him acquire Proxmire, but what was she going to do? Turn him down and lose the chance to get Hunter back? Not in a million years.

“Angela,” Kate prompted when Angela hadn’t responded.

“How should I know?”

Kate stared at Angela for several moments without saying anything. “Uh-huh.”

“How’s my big boy?” Chuck Reese stepped into Rosemary’s massive second-floor playroom. It contained just about any toy a six-year-old could want.

“Hey, Pops.”

“You sound a little down. Everything okay?” he asked, easing himself onto a chair that was at least three times too small for him.

“Yeah, sure,” Hunter answered, tinkering with a slot car.

“Come clean, son. Tell me what’s bugging you.”

“Nothing.” But then his tears began to flow, and he rushed into his grandfather’s arms. “I miss my mom.”

Chuck Reese wrapped his arms around the boy and hugged him tightly. “Don’t worry,” he said quietly. “Everything will be all right. I know it’s hard, but I’m going to take care of your mom. Don’t you worry. I promise you, I will take care of her.”

CHAPTER TWELVE

Everything about Walter Fogel reminded Angela of Sally’s older brother Richard. He was slim, six feet tall, and had tight curly black hair, mahogany skin, a broad face, and large brown eyes. The extensive curriculum vitae Jake Lawrence had provided in the package identified Fogel’s age as forty-eight, but he seemed ten years younger. He was cool, almost detached, but she had already noticed flashes of the requisite charisma too. He could turn it on when he wanted to.

“Thank you for seeing me so quickly, Mr. Fogel,” Angela began, taking a seat at the head of the Proxmire boardroom’s table. They were the only ones at a table that could easily accommodate thirty people, and her voice echoed slightly in the big room. “I appreciate your cooperation.”

“It’s my duty as CEO to investigate all serious inquiries.”

Angela had placed a call to Fogel’s office Tuesday afternoon, requesting this meeting. He had responded through his executive assistant the next morning. Yesterday morning. Wednesday. Now it was early Thursday afternoon. She had driven up from Richmond this morning with Tucker, who was waiting in the parking lot.

“I need to emphasize the word
serious
,” said Fogel. “If this turns out to be an unchartered fishing expedition, Ms. Day, I will call your superior, whoever that may be, and let him know what you’re doing.”

“I assure you that this inquiry is quite serious, Mr. Fogel.”

“You can call me Walter.”

She nodded. “As long as you’ll call me Angela.”

He nodded back, flashing a sincere smile for the first time. “All right.”

Jake Lawrence knew exactly what he was doing. She could see it in Fogel’s expression. Fogel hadn’t wanted to connect with her because, for all he knew, she was a Trojan horse, an intriguing emissary running cover for a powerful enemy who might wrest his company from him. But he’d been unable to hold back that smile. And she’d caught him giving her the once-over as they’d walked from the lobby to the boardroom. The short skirt hadn’t hurt things.
Men could be so predictable.

“Do you have a card, Angela?”

“Certainly.” She reached into her folder, pulled one out, and placed it in front of him.

Fogel picked it up and a perplexed expression crossed his face. “Sumter Bank?” he asked skeptically. “And, forgive me for being so blunt, but just a vice president?”

“That’s right. I’m a lending officer. M&A advisory isn’t my specialty. And I don’t usually cover this geographic area.”

Fogel groaned. “Then why am I wasting my time? I told you I would call your superior if this boat didn’t have a captain. I don’t appreciate you—”

“I’m representing a man named Jake Lawrence.” Fogel clammed up instantly. “I will assume by your reaction that you know who Mr. Lawrence is.”

“I read the newspapers,” he replied stoically, adjusting a cuff link.

She glanced down. The cuff links were tiny replicas of antique faucets, one designated “hot,” the other “cold.” “Mr. Lawrence has taken a strong interest in your company. He wants to acquire 100 percent of the stock, but he doesn’t want to have to enter into a public proxy fight to do so. No press war. As you might imagine, he abhors publicity. He wants me to negotiate with you so that when the takeover is announced, it’s a done deal. So that we’ve all agreed on a fair price up-front. So that when the transaction is announced, there’s nothing left to do but sign documents.”

“Why has he taken such an interest in Proxmire?”

“He thinks it’s a valuable asset.”

“We lost five million dollars last quarter, Angela. Corporate America is spending far less on information technology now than they were a year ago. And our lenders are getting nervous.” Fogel paused. “Tell me why Jake Lawrence thinks Proxmire is so valuable.”

Jake had instructed her to try to keep the real agenda hidden because he was concerned that Fogel might try to sell ESP before the transaction could be completed. However, she sensed a need to quickly build the relationship, to provide Fogel with a rationale he could hang his hat on. “Mr. Lawrence thinks that your ESP Technologies subsidiary is a winner. ESP did some work for one of his portfolio companies, and the results were impressive. Mr. Lawrence is prepared to purchase all of Proxmire’s shares, and, on top of that, invest additional funds into the company so that you can roll out the ESP product on an accelerated basis.”

“Really?”

“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 for
two
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.