Silent Partner Part 24

"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 gla.s.s. The antic.i.p.ation 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 gla.s.s 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 s.e.x 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 winegla.s.s 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 d.a.m.n 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 ma.s.sive 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 a.s.sistant 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 wordserious ," 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 a.s.sure 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 a.s.sume 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 doc.u.ments."

"Why has he taken such an interest in Proxmire?"

"He thinks it's a valuable a.s.set."

"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 a.s.sured 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, a.s.suring 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 doc.u.ments 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 a.n.a.lysis." 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 a.n.a.logy."

"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 antic.i.p.ated. 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.