by Bob Brown
There was a pause, and Jason worried about what would come next. He needn’t have. It was, after all, God’s plan.
“Alex and I are prepared to open discussions with you regarding the sale of Jagged Edge.” Sam reached into the leather folio on the table in front of her and produced a single sheet of paper. “Here is the signed statement you requested.”
Jason reached for the sheet as Sam slid it across the table toward him. He glanced at it briefly. It was just three lines and a couple of signatures. But it was all he needed.
“Thank you,” said Jason. “I’m hopeful that we can now move quickly to an agreement that will provide the best possible outcome for everyone.”
“Let’s just talk about price,” Alex demanded. “You said you’d provide a written offer once we produced the statement. Let’s see it.”
“In a minute,” replied Jason coolly. “There are a couple of contingencies attached to my offer. It’s a package deal.”
“You’re trying our patience, Jason,” snapped Alex. “Remember, if we walk away from this table, you get nothing.”
“You do whatever you want,” Jason snapped back. “But let me remind you that you’re not likely to find another buyer. So you better be darn sure you get it right.”
Sam once again stepped forward as the voice of reason. “Alex, let’s at least hear what Jason has to say.”
“As I was saying,” Jason began again, “there are a couple of contingencies to my offer. Three to be exact. First, the offer which I present will be the only offer you get. I believe you’ll find it to be extremely fair under the circumstances. But it’s non-negotiable. If you accept the price and the other contingencies, then we have a deal. If you reject the price, the deal is off.”
After prayerful consideration following his last meeting with Sam and Alex, Jason had decided that there would be no negotiation for Jagged Edge. He knew he was taking a risk in making the offer non-negotiable, but he also knew it was the kind of brash play that Sam and Alex would have made had the tables been turned. Jason expected that Sam and Alex had few options, and he wanted to keep the pressure on them to act quickly.
Jason looked for a reaction from Sam and Alex. Aside from a raised eyebrow from Alex, there was none. Jason continued.
“Second, upon acceptance of my offer, you will immediately terminate Jack Barrett. Use whatever reasons you want, pay whatever one-time severance you need to, but make Jack go away. And do it without legal recourse. When I take over the company, I don’t want to see Jack or have to deal with anything associated with Jack.”
Again, no reaction from Sam and Alex.
“Finally, effective with your acceptance of my offer, all contact with current and potential clients of Jagged Edge will cease. Pending completion of the sale, you and I will issue a joint statement, which I will draft. The statement will be mailed to all clients, and you will post it to the company web site not more than twelve hours after we have reached a verbal agreement. It will simply state that Jagged Edge has been purchased by me and that all client discussions will be handled through the new management.
“Are these contingencies acceptable?” Jason asked.
Sam leaned over and whispered something to Alex. “They are,” said Alex.
“Good.” Jason reached into his briefcase and produced two pieces of paper. “As promised, I have here a notarized letter for a line of credit from Wells Fargo Bank. You’ll find that the dollar value of the line far exceeds the amount of my offer to purchase Jagged Edge.” Jason pushed the letter across the table.
“Here is my offer,” Jason said as he slid the second piece of paper across the table. “You’ll note that the contingencies are written into the offer.”
Jason looked again for a reaction from Sam and Alex. If they were surprised by the number, they didn’t show it. Jason knew the offer was fair, given the current circumstances confronting the company. What he didn’t know was whether Sam and Alex could be reasonable when playing with a losing hand.
“As indicated in the offer, you have until 2 PM on Friday to provide written acceptance. I will take failure to meet the deadline to mean that you have declined the offer. In that case, I wish you luck with your business.”
Just then Jason’s phone buzzed. He pulled it from his belt clip. It was a text message from Karen. All it said was ‘Kyle awake.’
“I have a bit of an emergency,” Jason said as he snapped his briefcase shut. “Please call me if you have any questions regarding the offer. Otherwise, I look forward to hearing from you before 2 PM on Friday.”
Then, without another word, Jason opened the door to the conference room and disappeared down the hallway, leaving God's plan in the hands of Sam and Alex Kent.
Chapter 61
As Jason exited the parking garage, he got Karen on his cell.
“Karen, tell me what’s happening.”
“I was just sitting here, holding Kyle’s hand, talking to him about Sydney. Suddenly he just sat up and asked for a glass of water, like he was waking up from a nap. I almost had a heart attack.”
“Where are you now?” asked Jason.
“I’m still in the hospital room. Doctor Neumann and one of the other doctors are with Kyle now. He’s sitting up in bed and they’re all just talking. How long before you get here?”
“Twenty minutes or less. I’ll see you then. Bye, hon.”
Jason called Gus at Garrett Motors and filled him in on all the details, apologizing for taking so long to share the information. It had been a busy couple of hours for Jason.
*****
Fifteen minutes later Jason walked back into room five four seven. He was met at the door by Karen, who threw her arms around his neck and buried her face against the soft, gray wool of his suit coat. Jason could tell she had been crying.
Jason looked over at Kyle, who waved a greeting, then returned his attention to what appeared to be an intense conversation he was having with Dr. Neumann and a much older version of the Doogie Howser from the ER. The second doctor was about the same size as the original Doogie, but this one was bald, with gold-rimmed bifocals and an oversized lab smock that could have doubled as an overcoat.
“What’s going on?” Jason asked Karen, as he walked her gently to a corner of the room out of ear-shot from the group huddled around the bed.
“Doctor Neumann was just discussing the lab results with Kyle,” replied Karen, as she tried unsuccessfully to dry her eyes with an already-wet tissue. Jason handed her a handkerchief. “It’s not good, Jason.”
“Why? What did Dr. Neumann say?”
“She said that the disease is now where she would have expected it to be three months from now. She said it’s advancing at a rate much faster than with Kyle’s mom.”
“What about the MRI?” asked Jason.
“They never got around to doing it before Kyle woke up. But from what I gather, the two doctors seem to think Kyle suffered a mild stroke, which they believe was caused by an enzyme-related blood clot that made its way to his brain. Fortunately, the clot appears to have dissolved on its own, which is why he woke up.”
Karen used the handkerchief to wipe away the last of her tears. Then she removed a compact from her purse and used it and the kerchief to clean up the dark smudges of mascara that ran from the corners of her eyes. Finally satisfied, she took Jason’s hand and the two rejoined the group around the bed.
Jason gave Kyle a sympathetic smile as the doctors continued their discussion.
“So we’re agreed that we want to go ahead with the MRI, and we’ll keep Mr. Garrett for at least a couple of days," Jason heard Doogie-the-senior say. "It makes sense that we get a clear picture of what’s going on in his head and continue to monitor his vitals until we’re certain that he’s stable.”
“I’d also like to keep open the possibility of adding a Heparin IV drip at some point,” added Dr. Neumann. We don’t want to risk another clot.”
“OK,” agreed Doogie number two. “We’ll watch the BP closely. I’ll go ahead and get the MRI scheduled.” Then he turned and left the room.
The room was momentarily quiet. Then Kyle abruptly quipped, “Hey, Jason, welcome to my awake.” It was a bad attempt at humor, and no one laughed.
“Good to see your sense of humor is intact,” Jason smiled. “So how are you feeling?”
“Like I’m ready to get out of here,” replied Kyle. “I don’t remember much, but I understand I had quite a nap.”
“You’re a fortunate young man, Kyle,” offered Dr. Neumann. “Hopefully, we’ll get a clearer picture of what went on once we get the MRI, but if you did have a blood clot in the brain, things could have been a lot worse.”
As Karen resumed her earlier conversation about Sydney with a now-conscious Kyle, Jason politely pulled Dr. Neumann into the hallway.
“OK,” Jason began, “I know I missed most of what’s been discussed for the past half hour, so please give me the un-filtered version. How bad is it really?”
Doctor Neumann looked directly at Jason. “It’s not good. I suspect Karen has already told you what I said earlier about the progress of the disease. Kyle’s decline is by far the most rapid on record.”
Jason remembered the thought he’d had earlier that morning as he entered the emergency room, about it being a bad day at the hospital. Turns out he was right. The answer to his next question would reveal just how bad.
“So how long does he have?”
“I almost hate to guess. I haven’t been right yet. But if I were to offer a number, I’d say less than six weeks.”
Jason’s heart skipped a beat. Six weeks. That was even less than what Dr. Neumann was projecting just this morning. Jason’s frustration boiled over.
“Look, doctor, I don’t want to sound disrespectful, or ungrateful, but what the hell is really going on here? First you say nine months. Then earlier this morning you revise that to maybe seven months, which would have given Kyle at least three more months. Now you’re saying he only has six weeks. Sounds to me like you really have no clue what’s going on.”
“I understand your frustration, Jason. Believe me, if I could make things different, I would.”
“But why does Kyle appear so healthy and in such good spirits?” asked Jason. I mean, aside from looking a little pale and thin, he still looks like he could outlast me in a sprint down the beach.”
Dr. Neumann sighed and leaned heavily against the corridor wall. She was obviously tired of the interrogation she was receiving from Jason and frustrated by her inability to do anything for Kyle.
“Jason, despite what you may think from looking at Kyle, I can assure you that things are definitely not what they seem. We have passed the point of critical mass, so to speak. From here on, things will move rapidly from bad to worse.”
“So what exactly comes next?”
“I suspect that fairly soon Kyle will be unable to work any longer. He’ll simply be too tired. Then his organs will start to quit on him. Kidneys. Bladder. Intestines. Liver. Lungs. Simple bodily functions, from bowel and bladder to breathing, will become increasingly difficult. His mind may remain sharp for awhile, but eventually it too will begin to fail. In any case, I fully expect that one month from now Kyle will be a permanent resident of the hospital. Or dead.”
Jason processed what Dr. Neumann said and was crushed by an overpowering sense of helplessness and impending loss.
“Does Kyle know everything that you just told me?”
“He does. I discussed everything with him shortly after he regained consciousness.”
“So you’re telling me that Kyle knows he may only have six weeks to live?”
“Look, Jason. Kyle went through this with his mother, so he knows what’s coming. As much as we’d like to, we can’t change what is or what will be. Kyle knows that, and he’s accepted it.”
Jason and Dr. Neumann finished their conversation in the hallway. Then once again Dr. Neumann walked down the corridor and disappeared around the corner.
As Jason turned to rejoin Kyle and Karen, he was suddenly struck by how physically and emotionally exhausted he was from the stresses of the day. On any other day, he’d be looking to put it all behind him with his best friend at the corner bar near the ocean in Pacific Beach.
That wasn’t going to happen today. Or tomorrow. Maybe never.
Chapter 62
Two days later Jason drove up the coast for an early morning meeting with Ed Sampson, Regional Manager in the Los Angeles office of the Federal Trade Commission.
Jason had mixed feelings about the meeting. He knew the meeting was critical. But his best friend was still in a hospital in San Diego, slowly dying from something no one could fix. Everything else suddenly seemed a lot less important. If he hadn’t been convinced that the meeting was part of God’s plan, Jason knew he would still be sitting in the hospital beside Kyle.
“Come in, Mr. Matthews,” Ed Sampson said as he rose from behind his desk and held out his hand. “Please have a seat.”
Jason took the hand. Then he found a seat in a threadbare wingback chair in front of Mr. Sampson’s desk. The chair was a good match for the desk, which apparently had also seen years of service to the federal taxpayer.
“Please explain to me why you’re here. From your call, I gather it has something to do with Jagged Edge Marketing down in San Diego, though you didn’t make clear what specifically you wished to discuss.”
“Thank you, Mr. Sampson. Up until several months ago, I was the Director of Accounts for Jagged Edge. I’m aware that the FTC has been investigating Jagged Edge for potential misuse of insider information.”
Ed Sampson just sat quietly, playing with an oversized paper clip he held between the thumb and forefinger of each hand. When he spoke, it was smooth and non-committal.
“Mr. Matthews, the FTC is not in the habit of confirming or denying the existence of ongoing investigations or of discussing case information with outsiders. But let’s just say I know who you are and of your previous association with Jagged Edge.”
Good, thought Jason. At least now we can quit playing games.
“Mr. Sampson, I’ll come right to the point. I know why you’re investigating Jagged Edge, and I know which companies are involved.”
“How could you know that? Are you admitting to some kind of involvement with these companies?”
Jason opened his briefcase and produced the list of companies from his meeting with Jack. He handed the list to Ed Sampson.
“Mr. Sampson, I believe these are the companies you’re looking at in relation to the insider allegations at Jagged Edge. I obtained this list during a meeting with Jack Barrett at Jagged Edge several months ago. It was because of this list and what Jack wanted me to do with it that I quit my job at Jagged Edge.”
Jason went on to detail his meeting with Jack Barrett and Jack’s plan to use the insider information in the pursuit of contracts with the companies on the list.
“So why exactly are you telling me all of this, Mr. Matthews? Even if I were to admit to you that we have an open investigation at Jagged Edge, what you’re telling me is something we would eventually find out anyway, or something we may already know.”
“Look, I’ll be honest with you, Mr. Sampson. I don’t like Sam and Alex Kent at Jagged Edge, and I especially don’t like Jack Barrett. But this is not about trying to destroy Jagged Edge or put anybody in jail. I’ve made an offer to buy Jagged Edge.”
Jason handed Mr. Sampson the signed letter of intent.
“I’m sure that’s all well-and-good, Mr. Matthews, but what does that have to do with my office?”
Jason paused. Then he came to the real point of the meeting.
“Mr. Sampson, I’d like you to drop your investigation of Jagged Edge.”
“Again, assuming there even is an investigation, why would I do that?”
�
�For a couple of reasons, which I hope make as much sense to you as they do to me. First, there has so far been no damage done. The list of companies I handed you was a target list, as I’m sure you’re aware. When I left Jagged Edge, I made sure Sam and Alex would be in no position to pursue contracts with any of those companies. So your investigation is based on intent, nothing more. I’m not sure you can make much of a case with just intent. Sam and Alex might even argue that there was no intent.
“Second, when I buy Jagged Edge, your case against the principles of the company essentially dries up. Notice I said when, not if. I can assure you that I will buy Jagged Edge from Sam and Alex, both because it’s unlikely they’ll find another buyer and because they’re dying to get out from underneath their problems.
“And third, I suspect you have better things to do with your time and your limited staff. When I buy Jagged Edge, I’m going to make this problem go away. I will personally guarantee that none of the companies on that list will ever be contracted by my company. Unless, of course, they contact me first.”
Ed Sampson continued to play with his paper clip, alternately straightening it and re-bending it, as he patiently listened to Jason’s argument. When Jason finished, he dropped the paper clip and pulled a beige file folder from a stack on his desk. After reviewing the contents, he looked directly at Jason.
“Mr. Matthews, I appreciate your directness. You are correct. According to the files on the investigation, we have no direct evidence that Jagged Edge has actually defrauded anyone at this point. Although we could spin our wheels making a case based on intent to defraud, you are also correct that we are not resourced to spend our time doing that. However, I can’t in good conscience just ignore this situation.”
Jason was encouraged. “Mr. Sampson, with your permission, I’d like to propose that we make dropping your investigation contingent upon my purchase of Jagged Edge. That way you keep your investigation active as long as Sam and Alex remain in charge and a threat to actually do something with the insider information.”
“And perhaps as long as the investigation is still active, Sam and Alex Kent won’t be inclined to reconsider selling the company?”
Jason smiled to himself. Ed Sampson was no dumb government bureaucrat. He had seen right through Jason.