Monahan 01 Options (6 page)

I wandered down the hall to Vanessa’s office to talk about the board meeting. She was on the phone, as usual, and I stood in her doorway waiting for her to finish. As usual, Vee was impeccably dressed. Today she had on a classic, navy blue suit with a crisp white blouse. Her hair was perfectly done and it fell to her shoulders in soft waves. We were both cursed with gray hairs but Vanessa had the good grace to colour hers to cover it up. Her make-up was subtle and I caught a slight smell of her perfume. Perfect. She was beautiful but certainly had no pretensions. She went to the gym a couple of times each week and it showed. Vee looked up at me and made a face and I knew she was talking to Oakes.

“Chris, I can’t hear you. Chris… Chris… are you there?” she said into the phone in a loud voice. And then she hung up the phone and started to chuckle.

“Quick,” she said, grabbing her purse from under her desk. “Let’s get out of here for coffee.” She scrambled out from behind her desk and pushed past me in the doorway and started down the hallway. I trotted to keep up. Vee is the fastest walker I know and I’m always running behind her. How she can walk so fast in her three inch heels is something that defies physics.

“If he calls, I’m in the bathroom,” she said to the receptionist as we headed for the elevators. She punched the button. “He was on his cell phone in the limo and I got fed up listening to him so I told him I couldn’t hear him. He’ll be on the phone now chewing out the phone company.” We laughed. At least she maintains her sense of humour. Frankly, I think the woman is a saint. She puts up with an incredible amount of shit from Oakes.

Vee’s desk had been next to mine when she started with the company about six years ago. I was working as Shirley Benton’s secretary and Vee had been hired to work as a project secretary in the research and development department. She had kicked her husband out and needed to support her eight year old daughter. Her skills were a little rusty but she quickly picked up the office procedures. She had been Oakes’ secretary now for two years. I knew she took the job with Oakes because she needed the money and it paid well. Her ex missed more support payments than he made and she couldn’t depend on him.

We grabbed our coffees at the counter in the lobby cafe and sat down at a table in the enclosed room designated for smokers. We didn’t speak until we had both had a couple of drags from our cigarettes. Our favourite coffee shop was soon going to be smoke-free when the city introduced the latest by-law which would ban smoking in all public places.

“God Kate, I didn’t sleep last night. All I could see was Ev’s face. I can’t believe she’s dead. I checked my voice mail about five o’clock and got your message. What happened? Was it a reaction to nuts?”

“The doctors wouldn’t say. The resident in emergency said it looked like a reaction but wouldn’t say one way or the other. He wanted to talk to the immediate family and I couldn’t get in touch with Danny until later. I never went back in to talk to them after she died.”

“How did Danny take it? How is he?” she asked.

I shrugged. “OK, I guess. I’ll have to call him later and see if he needs help with anything for the funeral.” I changed the subject. “What’s up? What’s going on? Where’s CEO today?”

Vee and I referred to Chris Oakes by his initials.

“He’s off on another secret mission. Totally hush-hush. If anyone asks, he’s in the New York office meeting clients.”

“Yeah, right. Now where is he really?”

“He’s meeting with Jack Vincent.”

“Well isn’t that interesting,” I said slowly. “We haven’t heard of Jack for about three years. What’s going on Vanessa? Come on. What’s the dirt?”

Jack Vincent was a principal of one of the largest underwriting firms in Toronto and his firm had been the lead underwriters on a deal the company had tried to do that went sour. Sour and rotten. The consortium of banks that held the majority of the shares of our company when the original founder died five years ago had hired Jack’s firm to find a buyer for their shares. Because we’re a public company, this was of course highly confidential information, but before long, word leaked on the street and our shares started to inch up. There was speculation on the street that we were going to be bought up by IBM. That was one day. The next day the rumours had us being bought up by AT&T, and the next day it was another rumour. And the share price kept going up.

All of these rumours were way off base. In fact, the big fish on the hook was a German manufacturer that was looking to get into the North American market. The representatives of the banking consortium along with our executive team had been holed-up in a hotel in New York City for a week when the deal was almost ready to close. The owner of the German firm, Jozef Glass was leading his team of executives and his guns for hire, a Wall Street law firm. The negotiations were completed and the lawyers were finalizing their mountains of paper when the deal was suddenly called off. The Germans left town that day and our guys all returned home.

I heard later that Chris Oakes was the reason the Germans pulled out. Jozef Glass was a typical German and expected everything to be orderly and done his way. He must have thought he was awake in the middle of a nightmare when he finally called off the deal. Chris Oakes had done his smooth sales job about the company to Glass and the German bought it, hook, line and sinker. But as we got closer to the closing date, and everyone was practically living together, working around the clock, Glass got a taste of the real Chris Oakes. Manic depressive and psychotic behaviour became the norm. Chris would agree to something, in front of witnesses and then change his mind minutes later, denying total knowledge of his previous agreement. Bizarre behaviour that we were all used to but it finally got to Glass. After a particularly gruelling, eighteen-hour negotiation session, Jozef Glass telephoned Oakes at two in the morning and told him the deal was off. Of course, Oakes told all of us that he called off the deal, but we knew better. I guess it wasn’t meant to be a marriage made in heaven. Our shares dropped from $16.00 to $8.00 overnight. The rumours on the street were right on the money that time.

Jack Vincent became
persona non grata
at TGC. The banks were desperate by then to dump their shares so they sold their shares to the public. This was accomplished in two public offerings in the space of twelve months. They got their money and we got some more shareholders. Right now we have one shareholder who holds six percent of the stock and the rest is disbursed among thousands of other shareholders.

If Jack Vincent was back in the picture after three years something must be up. If we were doing another public offering by selling treasury shares to the public to raise more money, I’d know about it. The board would have made the decision and we would have rammed the paperwork through and got the issue sold. We had done that several times in the past couple of years. And each time, we used a different underwriting firm than the one Jack worked for.

“You think they’ve hired Jack to find a buyer again?” I asked Vee.

“I hope so. And if they find a buyer, I hope they fire Chris’ ass,” Vee said disgustedly.

chapter eight

I had a terrible time getting motivated for the rest of the morning. I couldn’t concentrate on my work and every time I started something, my mind would wander and I’d start thinking about Ev. I could hardly breathe in my office from all the cigarette smoke and my stomach was growling for some sustenance so I put on my jacket to head out in search of some lunch. I left my office door open to clear the air while I was out.

I dined out at one of Toronto’s finer establishments and treated myself to one of life’s delicacies. A Big Mac. With large fries and a Coke. Diet, of course, because one has to watch the waistline.

On my walk back to the office I swung my arms a little higher than normal and considered that my afternoon exercise.

I wasn’t surprised to find that my office door was closed. People are so stuck up these days about second-hand smoke.

Jay was waiting inside my office. He didn’t give me time to sit down before he asked, “Kate, do you have a copy of the list of options granted and approved at the last board meeting?”

“Yeah. But you should have a copy. Rick’s group produced it and the final copy you gave us was the one put in front of the board for approval.”

I dug in the filing cabinet for the material from the last board meeting. I heaved it out on to my desk and started thumbing through it. It was about four inches thick and nothing was in order. Every draft of every document was in the file, along with Didrickson’s notes and piles of other crap. I’m not known for my filing abilities.

I finally found the copy that Jay was looking for. “Here,” I passed it to him. I shoved all the papers back in the folder and piled it on the side of my desk. I sat down and lit a cigarette. Jay was comparing the list I gave him to another piece of paper he had in his hand and I leaned forward to nonchalantly look at the other piece of paper. Reading upside down was a skill I learned early on in my secretarial career and it’s a skill that’s paid off many times over the years.

The two pieces of paper looked the same to me from my vantage point, so I leaned back in my chair and blew smoke up towards the ceiling. I was being considerate, not blowing it directly at Jay.

“Here, you look.” Jay shoved the two papers at me. “You tell me what the differences are.”

Each sheet of paper looked identical and contained a list of about fifty names. The five columns across the page were headed: Name, Number of Options Granted, Exercise Price, Exercise Date and Expiry Date. I had to squint because the typeface was quite small.

“Do you want to tell me what I’m looking for?”

Jay sighed. “Come on Kate. Help me out here. Just look at it.”

I hate comparing documents to look for differences so I used one of my lazy tricks. I put the two pieces of paper together and held them up to the light and carefully aligned the column headings and started reading down the first column. The names on each piece were the same. The second column had some differences because the numbers appeared jumbled. I quickly glanced at the other three columns and nothing appeared out of order.

“The differences are in the second column, number of options granted.” I tried to hand the papers back to him.

“Okay, give the girl a kewpie doll. Where are the differences?”

I held the papers back up to the light and read off, “Richard Cox, Mary Dawson, Jay Harmon and Bill Heatherington.” I put the papers down side by side and ran my finger down the list of names on the first page to Richard Cox’s name. The column beside Rick’s name had a number of 50,000. I found his name on the other list and checked the column beside it. The number there was 30,000. I found Jay’s name on the first sheet and compared it to the other. The first sheet had a figure of 10,000 beside Jay’s name and the second one had the number 1,000. Mary Dawson and Bill Heatherington’s options had been changed by 9,000 options as well. I quickly glanced at the bottom of both pages to compare the totals They were different too. A difference of 47,000. I’m quite a mathematician when the need arises.

I handed the papers back to Jay.

“Which page did I just give you? In other words, which list did the directors’ approve?” I asked.

“It doesn’t really matter. What matters is which one did I print off directly from the stock option system?”

“The point being?” I asked. I can be incredibly slow sometimes. Jay stared at me waiting for my answer. “The list you printed off from the system is the one that’s up by 47,000. Hey Jay, who’s your fairy godmother?” I joked.

“Shut up Kate. The board approved 1,000 options for me, Mary and Bill and 30,000 for Cox. The list I printed off the stock option system shows 10,000 for us and 50,000 for Cox. It’s impossible that Ev could have made the same mistake three times and added a zero and there’s no explanation for the change to Cox’s. Besides,” he continued, “Ev would have noticed that the totals didn’t balance. I knew I was getting a thousand options, because Cox told me. I would have put a down-payment on a house if he had promised me 10,000.”

“Ev and I were the only two people besides Rick Cox with access to the system,” he continued. “And I certainly don’t input numbers. I just run reports. But if she and I are the only two with access to the system, who made the change?”

I did a quick calculation. “If the shares ever get up to $15.00, which we all admit is a pipe dream, and the exercise price is $10.00, Cox could make $250,000 before taxes. Not a small amount in my mind, but certainly peanuts to someone like Rick. You, on the other hand, could certainly make a dent in those student loans with a cool fifty grand. Mary and Bill could use the fifty grand but they’re not still paying off loans,” I teased. Mary and Bill were both financial analysts who worked in the finance department and like Jay, reported directly to Rick Cox.

“Get serious Kate. Work with me here. Are you sure you gave me the list the directors approved?”

“The finger points directly at you. You’d profit a lot more on a relative basis than Rick would. Rick spends a hundred K at lunch and doesn’t think twice about it,” I joked.

Jay stood up so fast he knocked over the chair. He took a deep breath and tried to calm himself. He scared me when he spoke. “Thank you F. Lee Bailey.” He turned around and pulled on the door handle so hard I thought it would break off.

I stood up too. “Jay, hey. Calm down.” He was gone. Those young guys can move fast. I started to run around my desk to catch up to him and thought better of it. Don’t want to strain my heart, I thought.