Dead Certain (5 page)

“So I guess you’ve definitely decided to go with the rental then?” I asked, unable to help myself.

“Oh, come on, Kate. You don’t really expect me to drop that kind of money on a suit I’m only going to wear once, do you? Besides, I went to the tux shop down here by the courthouse, and I’ve got to tell you, the polyester ones look pretty good. I even got the guy to throw in a pair of shoes for free.”

“I’m dying to see you,” I said, pushing all thought of what my mother was going to have to say about rented shoes out of my mind.

“I know,” replied Elliott, “I can hardly wait.”

I sat on the floor for a long time, cradling the receiver in my hand and thinking about Elliott. Better than almost anyone, I knew that life turns on a dime. Even so, it seemed remarkable to me that it had come to this. In November it would be six years since my husband Russell died of brain cancer, a year for every month that we were married. What would he have thought of the mess I’d made with Stephen and Elliott and all the rest of it?

In my heart I prayed he’d have understood. Russell, even when he knew he was dying, believed the world was an enormous place, filled with limitless possibilities. The son of a Polish immigrant, a tailor who read philosophy at night and named his son after the philosopher Bertrand Russell, he’d laughed out loud as he’d swept me up the aisle after we’d said “I do.” Later, on the church steps, as the four hundred guests strewed our way with rose petals, I’d asked him what he’d found so funny. He’d stretched his arms wide, taking it all in, the top hats and the limousines, his mother with her fresh perm and prim polyester dress standing beside my mother in her Givenchy, both women quietly sobbing. “If this isn’t Proof that God has a sense of humor,” he’d declared, “then I don’t know what is.”

I’d spent six years trying not to ask what God was thinking when he’d given my husband brain cancer, six years filled with work and obligation spent trying not to think of how it all might have turned out differently. Russell had been dead two years before I was tempted back into Stephen Azorini’s bed, but from the beginning I viewed it as an accommodation rather than an act of betrayal.

For a long time it had somehow seemed to work. Stephen was as committed to building his company as I was to my practice. Social obligations were strictly quid pro quo with the difference worked out in bed. On the surface we were the quintessential power couple, accomplished, photogenic (at least in Stephen’s case), and unencumbered by the inconvenience of obligation or emotion.

I don’t know what I was thinking when I agreed to move in with him. Certainly as an attorney I should have known better, but I think I was just dazzled by the view.

In the hundred years since the building had been erected, the apartment had come on the market only twice. A Gold Coast duplex with lake views in three directions, its first owners had been my grandparents, who’d commissioned David Adler, the legendary architect, to design the interior. I’d lived there until I was six years old and my parents decided to forsake the excitement of the city for the sylvan pleasures of suburban Lake Forest. Convinced we’d never have the chance again, we wrote the check and embarked on a yearlong renovation. The only trouble was that by the time the plaster was dry, I knew that I would never live there with Stephen.

But as any lawyer will tell you, things only get more complicated when you start picking them apart. It had taken two months of negotiations to buy back Stephen’s half of the apartment, longer still to straighten out the mess of contractors’ bills and decorator’s invoices. It was like going through a divorce without the benefit of ever having been married, and in the end the whole thing had left me emotionally exhausted.

So for now the big apartment on the lake sat empty and perfect, like a layout for
Architectural Digest.
For now, I was in no hurry to move in. The idea of taking up residence in a two-story apartment the size of a large house was going to take some getting used to. Besides, I’d agreed to stay on in the Hyde Park apartment with Claudia until her fellowship was over at the end of June. Her dream job was already waiting for her, a faculty appointment at Columbia’s medical school.

I hoisted myself wearily to my feet and dragged myself back into the dining room. If the fact that I already have my dream job isn’t proof that God had a sense of humor, I told myself, nothing else is.

I poured myself the last of the wine and gave myself over to the documents my mother had sent me. When I first started out at the firm, my old mentor, John Gutt-man, used to lecture me about finding the story of a file, the dramatic thread that ran through a particular matter. He believed that when you stripped away the dry terminology and the rigid structure of the legal forms, even the most unexceptional transactions contained the elements of drama.

Back then I thought he was crazy, that he’d spent so much time drafting prospectuses and parsing proxy statements that it had affected his brain. But lately I’d come to realize that he was right. Tonight I was even doing it myself, piecing together the fragments of the story and looking for the nuances in what had been left unsaid.

I began by reading through a sheaf of newspaper clippings I’d found at the bottom of the box. I don’t know who was responsible for compiling them, but there was no doubt they presented an interesting picture of the Health Care Corporation of America. HCC was a company that likened medical specialties to product lines and had pioneered the practice of providing financial incentives to physicians and administrators for meeting financial performance targets. Not unexpectedly, shareholders were ecstatic with the company’s performance, while the medical community was substantially less impressed. A
Wall Street Journal
profile of the company’s acquisition of a string of community hospitals in Duluth seemed to exemplify HCC’s style of operation.

Within an eight-month period Health Care Corporation, under the guidance of CEO Gerald Packman, bought eight of the twelve hospitals serving the greater Duluth area. Once they effectively controlled the number of beds, they began slashing costs across the board, negotiating discounts with suppliers, centralizing administrative operations, and dramatically cutting the number of beds. They closed three hospitals completely. They also eliminated overtime, cut the staff of registered nurses by a third, and began limiting patient access to unprofitable tests and treatments. The unspoken conclusion of the article was that under the HCC system, profitability went up as the quality of patient care came down.

But Prescott Memorial was not the same as a community hospital in Duluth. It was a charitable teaching hospital as committed to providing care to an indigent inner-city population as it was to educating new doctors. It was also a trauma center, one of the seven hospitals within the city limits that was tied to the 911 system. What that meant was that at Prescott Memorial they had not just a ready operating room, but surgeons, anesthesiologists, and a full blood bank ready round the clock.

Claudia had laid out the practical implications of this when I’d questioned the efficiency of keeping a trauma team on twenty-four-hour call. She’d explained that when someone has a bullet in their heart, the only place they can be treated is in an operating room. If they are taken to another hospital in the city, they may have equally skilled surgeons, but it might take them thirty-five or forty-five minutes to mobilize their operating room, and with each minute that elapses for a critical patient, the potential for survival falls dramatically.

In the parlance of HCC, trauma care was one of Prescott Memorial Hospital’s strongest product lines. It was also one of its least profitable. As I waded through the last three years’ financial statements I could easily understand HCC’s appeal to Kyle Massius, Prescott Memorial’s president. For him, the sale represented deliverance from the constant begging and scraping for donations, a transition to operating on solid financial ground.

Indeed, the more I read, the less I questioned the three board members’ eagerness to jump on the HCC bandwagon. Instead, what puzzled me was that HCC would want to take on the financial burden of Prescott Memorial Hospital at all. Did they really think that they could squeeze a profit out of providing trauma care, or were they planning on shutting down the trauma center altogether in order to provide moneymaking services to Medicaid patients?

While it did nothing to shed light on their motives, a careful reading of the proposed purchase agreement between HCC and Prescott Memorial Hospital made one thing perfectly clear: HCC was no novice when it came to this kind of transaction. There was none of the amorphous, let’s-cover-our-asses-just-in-case language that you usually find in a company’s first time through a particular kind of deal. Indeed, every document generated by HCC was an impervious construction, one that had obviously been passed through many hands and tightened by able minds.

The time frame that HCC had set out for the deal also disturbed me. Despite HCC’s reputation for moving quickly, I still would have expected the purchase of an asset as complex as a hospital to take longer than ten days to complete. Indeed, two years before, when Northwestern Memorial Hospital had approached Prescott Memorial about merging into their system, the two hospitals had negotiated off and on for six months before deciding not to come to terms. Now HCC proposed to do a similar deal in less than two weeks. Not only that, but there were steep financial penalties built into the agreement for even the most trifling delays. Perhaps it was fatigue clouding my judgment, but the reasons for this eluded me. The use of this kind of fast clock was usually reserved for deals where there was another buyer waiting in the wings. But Prescott Memorial wasn’t even up for sale, which meant that it was unlikely that HCC’s haste could be attributed to the fear of competing bidders.

All of this was even more perplexing in light of the hospital’s financial situation. Health Care Corporation was the self-proclaimed leader in the field of for-profit medicine. What did they want with a hospital whose balance sheet painted a picture that could best be described as hand-to-mouth? While all of this merely buttressed my decision to not get involved, as I slowly returned the documents to the box I couldn’t help but wonder: What on earth did HCC want with Prescott Memorial Hospital, and even more importantly, why were they in such a big hurry?

CHAPTER 4

The next day was an exercise in frustration. While Cheryl kept my mother at bay with a series of increasingly inventive excuses, I found my efforts to reestablish negotiations with Icon deflected every bit as deftly. Under other circumstances I might have appreciated the symmetry of the situation or at least admitted that it served me right for being a coward. But the stakes for Delirium were much too high—something that Mark Millman and Bill Delius had both taken pains to point out separately and at great length.

Summoning the associates who’d been working on Delirium to my office, I set them to work drafting a tentative term sheet based on our negotiations so far, even though I didn’t think we’d ever use it. Besides wanting to keep morale up, I needed to keep them busy. Whenever there was a lull in the action, there was a danger that one of my partners would snag them for another assignment, leaving me scrambling if things with Icon suddenly heated back up.

Afterward I asked Jeff Tannenbaum to stay behind. Jeff was an experienced associate who’d been working Wlth me on Delirium from the beginning. Together we toed to figure out a way to reach out to Gabriel Hurt and rekindle his lust for Delirium’s new technology. I used the word
lust
deliberately.

The truth is, even I had to admit that what Bill Delius had developed was sexy. It was a new integrated language-based input device designed to free the computer user from having to use a keyboard or mouse. A tiny video camera mounted on the edge of the monitor tracked the user’s voice and movements and, using proprietary software, translated the visual and auditory information into commands the computer could understand. You could literally look at an icon on the screen and command the computer to open it.

Developing the technology had been a tremendous undertaking, Bill Delius’s personal grail, the altar upon which he’d sacrificed everything: his marriage, his life savings, and sometimes, I feared, his sanity. Now its success or failure rested at the whim of a sole eccentric billionaire whose people wouldn’t even return my calls. I was beginning to feel as though the term
computer business
was an oxymoron.

My thoughts kept turning back to sex. Maybe it was because it was the only thing I could think of that came close to the intensity and desire that fueled high-tech companies’ search for the next big thing. Or maybe it was because I knew that it would take something besides stiletto heels and a leather miniskirt to capture a man like Icon’s founder’s attention. Besides, I wasn’t interested in Hurt’s body—I don’t think anyone was—what I wanted was to catch his eye and kindle his desire.

I had Jeff pull out the file of clippings I’d had him compile on Hurt. We divided it in half and silently pawed through them, looking for anything that might be used as a lever.

I was about to give up when an old article about Hurt’s days at MIT caught my eye. Describing those sleepless, seminal days as a graduate student whose Ph.D. dissertation would revolutionize software and the world, Hurt described his existence as a code-writing marathon punctuated only by pizza delivery and impromptu pinball tournaments. The interview included a two-paragraph quote in which he waxed with a mixture of lyricism and nostalgia about the Dark Invader pinball game he and his roommate played in the basement.