Silent Partner Part 29

"No, I can't," he said, turning away toward the steps. "I gotta go."

"John."

"Yeah?" He turned back, one hand on the railing. "What is it?"

"Given what you've told me, I'm going to need to go back up to northern Virginia on Monday afternoon to meet with Walter Fogel. I want you to go with me."

He smiled, then bowed. "At your service, Ms. Day."

"One more thing." She kept thinking about Liv's description of the person who had met her in the parking garage and pa.s.sed on the incriminating information on Bob Dudley. The cowboy.

"Yes?"

"Do you know who Liv Jefferson is?"

"Nope," he answered. "Never heard of her."

"You sure?"

"Absolutely. Who is she?"

"A newspaper reporter here in Richmond. Short black woman who covers the business beat for theTrib ."

"Like I said, never heard of her. I don't read theRichmond Trib real often, you know?"

"Right," she agreed slowly.

"Doesn't sound like you're convinced." Tucker winked. "Why are you looking at me like I'm KGB or something?"

"I'm not," she answered, her voice serious.

"That was a joke, Angela," Tucker said. "You were supposed to laugh."

"Uh-huh."

"Guess you aren't in a very good mood tonight. Kind of surprising too."

"Why?"

"You got your son in there."

"How did you know that?" she asked, moving out onto the landing.

"I saw your ex-husband walking up the stairs with the boy. I waited until he was gone so as not to disturb you. Be careful there, Angela," Tucker warned, descending the first step. "Never trust an ex."

"John!"

He turned around once more. "Yes?"

It was a question that had troubled her all day. Something she had remembered Tucker saying last night. "Last night you made a comment to me after I saved you."

"Yeah? What was that?"

"Something about a tattoo."

Tucker stared back at her intently. "So?" he asked after a few moments, as if he didn't even remember saying it.

Perhaps someone had been behind the mirror in her bathroom at the lodge. Perhaps that someone had gotten a very nice view of her. Someone like John Tucker. He had claimed that the lodge manager didn't let anybody up past the first floor. Perhaps that was a lie. "How did you know?"

"Know what?"

"That I have a tattoo there."

He smiled. "Lucky guess."

"John!"

Tucker rolled his eyes. "Look, when we went into that cave after whoever it was shot at us up on the mountain, we both bent down and leaned back against the wall. I happened to glance over and I saw the top of a little b.u.t.terfly on your hip. Your jacket and shirt were riding up, and I guess those jeans we got you were a little big." He hesitated. "Satisfied?"

CHAPTER SIXTEEN.

"So, where do we stand?" Angela asked.

It was early Monday morning. Hunter was back at Rosemary, and she and Walter Fogel were back in the Proxmire boardroom.

"Looks to me as if you and your board of directors met over the weekend," she continued when Fogel didn't answer right away. Two trash cans on one side of the room were stuffed with pizza boxes and Styrofoam cups, and the stack of legal pads in the middle of the long table was half as high as it had been when she and Fogel had met last week. "What did you decide?"

"We were here until 2:00 this morning, and four out of five of us voted to proceed with your offer," Fogel answered wearily.

Elation surged through Angela. One step closer. "Good. I a.s.sume, like most other boards, majority rules."

"Unfortunately not," Fogel informed her, rubbing his bloodshot eyes. "Not with respect to this decision anyway."

Angela's elation faded as quickly as it had jumped. "What do you mean?" Angela had confidently predicted to Tucker this morning that they would have a deal by noon.

"According to Proxmire's bylaws, a decision by the board of directors to sell the company must be unanimous. One member abstained last night. At this time, we can't move forward."

"Abstained?"

"Yes. He didn't voteagainst your offer, but he didn't votefor it either. And as long as he doesn't vote for the sale of the company, we cannot embrace the offer."

"Why did he abstain?"

"He wanted more information," Fogel explained, letting out a long, frustrated breath. "Translated, he wants more money than what you are offering."

"He won't get it, Walter," she a.s.sured him adamantly. "If you're playing good cop, bad cop with me, it won't work."

Fogel held up both hands. "That's not what's going on here, Angela, I promise."

She wasn't convinced. "I noticed in Proxmire's SEC filings that the lead bank in your $200 million revolving credit agreement is the First National Bank of North Carolina." She could smell a rat and she was going to quickly squash this attempt to squeeze more money out of Lawrence quickly. "I called a colleague of mine down there on Friday morning. She's a lending officer for First National in Charlotte, and I've known her for several years. She did some digging around and found out that the senior credit people at First are very nervous about Proxmire's ability to remain solvent," she said sternly. "They are close to putting Proxmire into default on the loan agreement for multiple covenant violations, and could force you into Chapter 11. Your board member would have egg all over his face at that point. Not to mention a lawsuit on his hands that would surely exceed the limits of your directors and officers' insurance policy," she added.

"Relax," Fogel pleaded. "I agree that what you are offering is fair. And believe me, I want my employment contract."

"Then let's call up your board member right now," Angela suggested, pointing at the speaker phone in the middle of the table. "He needs to do the right thing. I don't have time to screw around."

"You're quite a little pit bull, Ms. Day."

"I'll take that as a compliment, but let's cut the polite but useless chitchat and get on with the deal. Let's call this guy."

"I don't think calling him would do much good right now. He was dead set against the deal last night, despite the fact that we did our best to convince him to vote with us. We went back and forth for hours, but he wouldn't budge." Fogel paused. "You are exactly right about our cash situation, Ms. Day. We're almost out."

"Did you tell him that?"

"Several times. But he believes he can get a higher price. He said he was going to approach some people he thought might give us that better offer."

"Let me remind you, Walter, that if Jake Lawrence has to announce a hostile tender offer for Proxmire, you and your management team won't get contracts when he wins. You'll be out in the cold." Angela's anger was building. She'd been so sure that Proxmire was in the bag. Now Fogel was s.c.r.e.w.i.n.g up a smooth transaction. s.c.r.e.w.i.n.g up Danny Ford's desire to talk, the woman's agreement to testify to her affair with Sam, and the judge's willingness to reopen the custody proceedings. "I'm warning you, Walter."

"Easy. I think I may have a solution."

"What?"

"You told me last week that you needed some time to perform your due diligence work, specifically at ESP."

"Yes."

"All right, then. Get started on it and let me deal with my board member. By the time you're done, I think I can have him in line. I've arranged for you to have full access to all the books and records at ESP as soon as you want to start. h.e.l.l, you can go out there straight from here, if you'd like. ESP is out in Chantilly, which is only a few miles west of here."

That sounded better. It would take several days of combing through ESP's records before she could tell Jake she was confident there were no skeletons in the closet. At least none that would get in the way of an initial public offering of ESP. "Which board member is giving me heartburn, Walter?" She had reviewed each board member's background-available in Proxmire's annual 10-K report to the SEC.

"A man named Dennis Wolfe. He's with an investment company called Sage Capital. We bought ESP from Sage," Fogel explained. "In addition to the Proxmire shares we gave Sage as consideration for ESP, we also gave them a seat on our board. Dennis is their representative."

"Sage Capital is based in downtown D.C., right?"

"Yes."

According to Proxmire's 10-K, Dennis Wolfe had been a managing director at Sumter Bank until six years ago. Until just before she'd taken her job at Sumter. "Sage owns almost 20 percent of Proxmire as a result of the shares you issued to purchase ESP."

"About that."

"Do you think Wolfe sincerely believes he can get a higher price for Proxmire, or does he have other motivations?"

A curious expression came to Fogel's face. "I'm not sure what you mean. What other motivation could he have?"

Angela's eyes narrowed. Wolfe's Sumter connection was too coincidental. "I don't know," she admitted, standing up. "I'll be going out to ESP now."

"Okay," Fogel agreed, standing as well.

"There's something I need you to do, Walter."

"What?"

"Keep my visit to ESP very quiet. Don't tell anyone other than staff people here at Proxmire and at ESP who absolutely have to know that I am going out there. Do you understand?"

"Yes."

Minutes later Angela was in the car with John Tucker. "Back to Richmond?" he asked, guiding the car toward the parking lot exit.

"No. Head west on the Dulles Toll Road. We're going to Chantilly."

"Okay." Tucker glanced over. "You seem upset. Everything okay?"

Angela grimaced. "I hope you didn't put your life savings into Proxmire stock."

"Why?" he asked nervously.

"I don't know if we have a deal or not," she explained, pulling her cell phone from her purse and turning it on. "And if there isn't a deal, Proxmire isn't going to be worth much."

"What happened?"

The cell phone beeped as the signal strengthened, indicating that Angela had a new voice mail message. She entered her code. "One of Proxmire's board members doesn't like the deal."

"That can't be good."

"It isn't," she agreed, listening to the message. It was from Liv, pleading with Angela to call her as soon as possible. Angela scrolled through her speed-dial numbers and selected Liv's office number. "It isn't good at all."

"h.e.l.lo," came the quick reply at the other end of the line.

"Liv, it's Angela. You called."

"Yes," Liv said loudly, her voice intensifying when she realized it was Angela. "Thanks for calling me back."

"What's wrong?" Angela asked, glancing over at Tucker, who seemed to be trying too hard to convince her he wasn't listening.

"I found out this morning that theHerald is working on the Dudley story as well," Liv said excitedly. TheHerald was Richmond's other daily newspaper. "I have a mole over there who told me in confidence that they are close to confirming that Bob Dudley approved a loan to a manufacturing company he secretly controls. The company is going belly-up because they dividended too much cash out to him. Dudley's really a bad guy, Angela."

"I understand," Angela said quietly, pressing the phone tightly to her ear so Tucker couldn't hear. "That's all good news."

"The h.e.l.l it is! I want to break this story, Angela. I want to be the one who brings Bob Dudley down. Have you gotten any more information on him yet? I want to print something before theHerald beats me to it, but I can't until I confirm this stuff my contact gave me on Strategy Partners. My editor won't budge until I have another source. I've tried to figure out this stuff myself, but I can't get anywhere. Have you gotten anything?"

"I'm working on it. I'm close on a few things."

"What?"