by Stephen Frey
“Okay,” she agreed, her steely expression starting to fade.
“Hey, I got all dressed up for you. The last time I wore one of these penguin suits, I was having a private dinner with a head of state.” Lawrence held his arms out to show off the sharp black tuxedo. “Give me some credit,” he pleaded.
“You look nice.” Lawrence looked more than nice. He looked like he ought to be on the cover of a magazine. She had to keep reminding herself of what he had done to her.
“And you look fabulous, Angela.”
“Thank you.”
She was wearing the dress she’d bought for the trip to Wyoming, though she hadn’t been as excited about putting it on this time. Tucker had given her the same compliment when he’d picked her up at her apartment in the Fan. It had meant more coming from him because she felt sure he meant it.
“I like your hair up off your shoulders that way too,” Lawrence continued. “It makes you look like a princess.”
Angela glanced down, embarrassed.
Lawrence rolled his eyes. “Jesus, I’ve gone and done it again, haven’t I? I’m sorry.”
“It’s all right,” she said, cracking a faint smile for the first time. “Don’t try so hard.”
“Right.” He picked up an open bottle off the table. “Do you mind if I have some wine?”
“You don’t need my permission.”
“Somehow I think I do.”
“It’s fine ifyou want some,” she said after a few moments, making her glance at the doors obvious.
“Would you like a little?”
She shook her head. “No.”
“Okay.” Lawrence poured himself a glass, motioning toward the doors when he was finished. “You like John, don’t you?”
She shrugged. “I trust him.”
“But you barely know him.”
“That’s true. But I still trust him.”
“How can that be?” Lawrence pushed.
“It’s a feeling.” She wasn’t going to tell Lawrence about Tucker’s advice in the garage, how his warning had seemed heartfelt, delivered because he cared. She wasn’t going to put him in jeopardy that way. “I can’t explain it to you.”
“Shouldn’t you approach something like trust more deliberately? Shouldn’t you give it more time?”
“Why do you care so much?”
A tight-lipped expression came to Lawrence’s face. “You’re right. I don’t. That’s your business.”
“Good.”
Lawrence took a sip of wine. “By now, I assume, you are aware that the custody war for your son is back on.” His manner turned businesslike. “Your attorney, Ms. Charboneau, will meet tomorrow with one of the men who accused you of having sex with him while you were married to Sam Reese. A Mr. Ford, I believe. The one who is still alive,” Lawrence added quietly. “And Ms. Charboneau will be talking further with a woman who had an affair with your ex-husband, the woman you caught Sam Reese in bed with.” Lawrence put the glass back down on the linen tablecloth. “I’ve also made arrangements for my people to speak with the judge in the case. He doesn’t have to reopen it, but I believe he will.”
“How did you convince these people to change their minds?” Angela asked. “How did you convince Danny Ford?”
“Several of my associates had a chance encounter with Mr. Ford in a parking lot late one evening last week. They reasoned with him.”
“You mean they threatened him, don’t you? Or did they actually hurt him?”
“In the end, Angela, the slime of our world must pay for their actions,” he said coldly. “There must be retribution for acts of evil. Otherwise decent people are left unprotected, and chaos reigns.”
“I see,” she said quietly.
“Would you rather Mr. Ford be allowed to go through life without ever paying for what he did to you? For helping to take Hunter from you?”
Angela stared at Lawrence through the flickering candlelight. “No.”
“Then we’re in agree—”
“Why are you doing this for me?” she cut in. “Why are you going to such great lengths to help me?”
“You’ve agreed to do a favor for me, so I’ll do the same for you. You scratch my back, I scratch yours. That’s the way the world works.”
“What you have asked of me is simply my job. The financing of an acquisition. Just business.”
“But I don’t think you fully understood the consequences of my request. I don’t believe you understood how strongly Bob Dudley would react to your involvement with me.”
Angela ran her finger around the base of her empty wineglass. “No, I suppose I didn’t.”
Lawrence rose from his seat, bottle in hand, and moved to Angela’s side of the small table. “Have a little,” he urged gently.
She looked up into his dark, dead eyes, reminding herself that Tucker was in the next room. “Half a glass. That’s all.”
Wine poured, Lawrence returned to his seat.
“Dudley and Hill have ordered me to keep them informed of any contact I have with you,” she said. “I’m required to call them as soon as I talk to you or your people. If I don’t, and they find out, I face the possibility of being fired on the spot. I left a message for Carter Hill this evening before Tucker picked me up to let him know about this dinner.”
“That’s fine,” he acknowledged. “But they didn’t forbid you from seeing me, did they?”
“No. In fact, just the opposite. When I told them about our meeting in Wyoming, and that I never wanted to meet with you again,” she said, watching Lawrence’s reaction, “Dudley didn’t bat an eye. He made it clear to me that he didn’t care about me one bit, that our relationship was all about him, that I was to be enthusiastic about working with you if you called again.”
“Always keep your enemies as close as possible,” Lawrence said quietly.
“Excuse me? I didn’t hear you.”
“Bob Dudley believes that I’m out to steal his beloved Sumter Bank from him. Because my resources are so much greater than his, he figures his best, perhaps only, chance of stopping me is to anticipate my every move. So he’s trying to stay as close to me as he can through you. He doesn’t understand that I have no interest in acquiring the damn bank.”
“Then why have you increased your ownership stake from 8 to 10 percent?” she asked.
Lawrence peered intently at Angela from across the table but said nothing.
“I checked the 13-d filings again on Friday afternoon,” she explained. “You spent another $110 million for an additional 2 percent of the bank’s shares. If you have no interest in acquiring Sumter, why do you keep buying more shares?”
“I told you,” Lawrence replied evenly. “I believe it’s a good long-term investment.”
“No chance it’s really the other way around here? That I’m the one keeping Bob Dudley close to you?” she pressed.
“No chance at all,” he said firmly.
“Then describe this company you are so interested in acquiring.”
“Certainly. Thatwas why I wanted to meet with you tonight.”
Angela eased back into her chair, slightly surprised at his amiable reaction. She’d expected him to stall once more. She was certain that there wasn’t any acquisition transaction—other than the acquisition of Sumter—and that tonight’s dinner would turn out to be nothing more than a debriefing session, with Lawrence trying to determine Dudley’s level of resolve for a fight to keep Sumter out of Lawrence’s hands. And Lawrence giving her instructions for her next meeting with Dudley and Hill, which, she assumed, would occur first thing tomorrow morning.
She was resigned to the role of pawn, tonight’s dinner being just another move on the board. It wasn’t a game she was proud to participate in, but, with Lawrence’s help, there seemed to be the very real possibility of winning Hunter back. Or at least seeing him a great deal more. For that possibility, she was willing to be put in play.
“The firm I want to buy is an IT group based in Res
ton, Virginia, which is about twenty miles west of Washington, D.C.”
“You mean, information technology?” she asked.
“Yes. The firm helps large, multinational companies install and integrate state-of-the-art software systems into their existing legacy networks. Their engineers design and build custom software systems in certain situations, as well.”
“IT is a tough business right now, isn’t it?” Angela asked. “I don’t have much experience with companies like that, but I’ve read that those professional-service models are difficult to scale. And that corporate America isn’t spending as much on those kinds of services as they were a while ago. Lots of IT companies have seen their stock prices hit the skids lately, haven’t they?”
“Which makes it an excellent time to buy. A year ago the firm I’m looking at had a stock market value of almost a billion dollars. Now, with the share price trading in single digits, the total value of the firm is down to around two hundred million.”
“What’s the name of the company?”
“Proxmire Consulting.”
Angela didn’t recognize the name. “What’s so special about Proxmire? As I understand it, there are lots of IT companies that do what you’ve described. Why are you so hot on these guys?”
Lawrence smiled approvingly. “Very good, Angela.”
“Thank you, Mr. Lawrence, but—”
“Jake,” he interrupted quickly. “I’ve asked you to call me Jake several times. I don’t want to ask again.”
“Sorry.” She hesitated. “Jake.”
“So why these guys? An excellent question.” He nodded at her glass. “You haven’t touched your wine. It really is delicious. Don’t waste it.”
“Why Proxmire?” she repeated firmly.
Lawrence nodded, resigned to her cautiousness. “Two years ago Proxmire acquired a company named ESP Technologies in a stock swap. ESP designs and develops cutting-edge predictive software systems.”
“Predictive software? You mean the kind of application where a user inputs historical data and the software provides most likely outcomes.”
“Yes.”
“Forgive me for being so blunt, but that isn’t cutting edge. There are lots of other companies doing that.”
“Believe me, these people are light-years ahead of the competition. Their proprietary logarithms are incredible. With only a few variables their predictions are more dependable than the competition’s by a factor of ten. Maybe more. And this firm has huge data banks to cross the incoming historical data with, which further refines the predicted outcomes.”
“How do you know?”
“One of my portfolio companies licensed ESP’s software six months ago and the results have been spectacular.”
“I’m listening,” she said, picking up her wineglass for the first time.
Lawrence watched as she drank. “I own a chain of convenience stores in the South.”
“Really? Which one?”
“Cubbies.”
“You’re kidding. You own Cubbies?”
“Yes, I bought it three years ago from the founder. It was a private transaction. We kept the deal extremely quiet.”
“There was a Cubbies near the trailer park I grew up in. They used to have this great Italian Ice machine at the back of the store.”
“They still do. Thanks to the ESP technology, we’ve moved those machines closer to the potato chips at most of our two hundred locations. Same-store sales increased 14 percent last quarter without any increase in advertising dollars.”
“Because of ESP?”
“Absolutely. They researched the demographics for each store, then analyzed specific historical item volumes, pricing, and merchandising across the chain, and developed a new store setup profile for every location. One of the software’s recommendations was to relocate that machine at a lot of sites. The results have been immediate and measurable. No question ESP has had a profound effect on the business. Cash flow has doubled.”
“So you’re impressed enough to buy the entire company just to get to ESP?”
“I believe ESP could ultimately be worth billions by itself. The problem is that Proxmire, the parent company, hasn’t had the marketing dollars to spend on rolling out ESP’s software through the appropriate distribution channels. As you mentioned earlier, they’ve had their own cash flow challenges over the last twelve months, and they seem focused on simply keeping themselves afloat.”
Suddenly things were beginning to sound interesting again, and she took another swallow of wine. Lawrence was right. The wine was delicious. Of course, why would she have expected anything else? The bottle probably came from some special stock. A stock the hotel reserved for the few guests who could afford this suite.
For a moment she allowed herself to wonder what it would be like to have no monetary concerns, to do anything and everything she wanted, whenever she wanted. Would total financial freedom be worth the need to have armed guards and decoy teams, to live life always looking over her shoulder? She couldn’t convince herself it would be. In some ways Lawrence was a prisoner of his own wealth. In a gilded cell, for sure, but a prisoner nonetheless.
“Do you intend to make a public tender offer for Proxmire?” she asked.
“Yes.”
“But, if I’m remembering our conversation in Wyoming correctly, you were worried that Proxmire’s senior management wouldn’t be enthusiastic about your intentions.”
“Right. Look at Bob Dudley’s reaction to hisperception that I’m stalking Sumter,” Lawrence scoffed. “Imagine a CEO’s reaction when heknows I’m coming after his company. These men enjoy running the show, Angela. It’s all about ego for most of them, not about what’s best for the stockholders. As I told you, senior executives worry that, once I gain control, I’ll come in and change everything, and, at a minimum, hold them accountable for their performance, or the lack thereof. Maybe even fire them if I wake up on the wrong side of the bed one morning when they aren’t hitting their numbers. That’s where you come in.”
Angela licked a drop of wine from the corner of her mouth. This might turn out to be fun after all. “You want me to meet with Proxmire’s senior executives? By myself?”
“Yes,” said Lawrence. “I want you to lay out the entire scenario for Walter Fogel, their CEO. Explain to him that I’m willing to pay a reasonable premium for Proxmire shares if he and his board accept my offer without a messy proxy battle. Explain that I want to work with them to develop a plan for a major rollout of ESP’s primary products. That I will commit additional capital over and above what I pay the public stockholders for their shares to enable management to accomplish that rollout.” He smiled. “Then use your considerable charm and beauty to persuade Walter to embrace my offer.”
Angela put a hand on her chest. “You are going to let me negotiate the deal?”
“Absolutely. And lead the due diligence effort, focusing almost exclusively on ESP. I really don’t care what you find at the rest of Proxmire. I care only that everything checks out at ESP. You have to scrub that part of the deal squeaky clean. Find out everything there is to find out at ESP. Make certain there aren’t any skeletons in the closet.”
“Why so much focus there?”
“My ultimate strategy is to take ESP public out of Proxmire. I want to make certain the investment bankers I use don’t find anything that would get in the way of the IPO. And, as long as you are diligent, they won’t.”
Angela’s eyes narrowed. “Tell me the truth, Jake. No more screwing around. Why me? Why not one of your high-priced Wall Street suits who does this for a living?”
“I told you. I’m very focused on keeping this project confidential. I-bankers can’t seem to keep their mouths shut. They’ll whisper the information to their friends, and before you know it the price will jump ten bucks before we even announce our offer to purchase. I’ll end up paying the price.”
“I’m not buying it. There’s more to it than that.”
Lawrence no
dded approvingly once more. “You’re a sharp lady. My people were right.”
“I’m very happy for them and I hope you give them all big bonuses for being so perceptive. What’s the real answer?”
Lawrence looked away for a moment, then stared directly into her eyes. “The CEO of Proxmire is single and black. Walter Fogel is from a small town in the South, and he’s lifted himself out of poverty by his bootstraps with nothing but brains and determination. No old boy network was on his side. In fact, he’s had just the opposite. That network has been working against him all of his life. You will connect with him immediately because you understand exactly what a man like Walter has gone through to get where he is today. And because you connect with him, he will connect with you, making everything a great deal easier.” Lawrence paused, trying to gauge her reaction. “It’s as simple as that.”
“How can you be so sure I understand what a man like Walter Fogel has gone through?”
“You’ve been exposed to racism since you were a child,” Lawrence replied confidently. “You’ve seen firsthand how white store owners follow black customers down the aisles to make certain they aren’t shoplifting, but don’t do the same to whites. You’ve been with blacks when they’ve had to sit in certain sections of restaurants. You’ve held a black woman in your arms as she died after what a gang of white frat boys did to her.” He nodded as her face went ashen. “I told you my people were thorough.”
Angela sat back in her chair. “Stop bringing Sally into this,” she whispered. “You have no right to do that.”
As Angela retreated, Lawrence leaned forward, placing his elbows on the table as he held his glass of wine in both hands. “I have the right to do whatever I want. I know what’s best.”
“Don’t give me that God-speak. Just because you have so much money doesn’t give you the right to—”
“Don’t let Sally’s death hold you back for the rest of your life, Angela. Get past it. You must.”
She gazed at him steadily, anger and bitterness raging inside. “Stop it! Stop trying to manipulate me.”
“I’m not trying to manipulate you,” Lawrence replied quietly. “I just want to make certain I get ESP Technologies, and you get your son.” He leaned back. “This is life, Angela. Sometimes it’s not pretty, but it is what it is. I need a person who can relate to Walter Fogel, a person who is motivated and someone I have faith in. You fit that description. If you help me, I’ll help you. Trust me.”