Monahan 01 Options (26 page)

“Yeah. I guess so. I’m getting there.” We got on the elevator when it arrived and I punched our floor. I backed into the corner and watched the numbers of the floors flash by on the indicator.

“You need to talk Kate, you know I’m here,” she said softly.

“I know Vee. And I know I’m not the only one grieving for Ev. I know she was a good friend of yours too. If I drank, I’d say let’s go out and get drunk.” I grinned at her.

“You could always start. I’d be glad to introduce you to my bedmate, Chardonnay. Hey, you wanna do that tonight after work? Ashley’s over at her dad’s place. I don’t have to go home. We could get something to eat, too.”

“I’d like that Vee. But Jay’s picking me up after work,” I told her.

“Oh,” she said.

We arrived at our floor and got off the elevator.

“I can’t get in touch with him because I don’t know where he is,” I told her. “But we could go as a threesome.”

“No. That’s all right. Some other time,” she said.

“Vee. Get serious. Jay doesn’t bite. And it’s not as if the three of us haven’t eaten together before,” I reminded her. We were standing in the elevator lobby and I steered her along the hall towards the back door.

“We’ve eaten together before when you two weren’t so obviously a couple,” she said. “I don’t want to butt in.”

“Shit Vanessa. This is stupid.” I flashed my security pass at the black box beside the door. It clicked and she pulled the door open.

“So maybe we are an obvious couple. But you’re still my friend. We’ll hoist a few to Ev. Let’s meet at six at Bigliardi’s.”

“Bigliardi’s?” she said. “That’s an old fogey’s place.”

“Yup. And it was Ev’s favourite restaurant. And I’m sure they serve Chardonnay.” I went through the door ahead of her and waved over my shoulder. “Six. And don’t be late.”

chapter thirty-three

It was quiet in the legal department area when I got to my office. Everyone was probably still in traffic coming back from the funeral. So, I took the opportunity to check my voice mail. My friend, the voice mail lady, told me I had six new voice messages, one of which was urgent. Probably Harold, I thought. You could send someone a message and tag it urgent and the computer voice would intone, “Message Three is URGENT.”

Everything was urgent in Harold’s book. And then I remembered I hadn’t listened to my messages last night after Jay told me that Harold wanted me to. I scrolled through the messages and got the urgent one. As I suspected, it was from Harold.

“Kate, this is Harold. We’ve received the list from the other side. I’ll leave it in my basket. I’d appreciate it if you could start getting the documents together that they want as soon as possible.” Click.

“Oh Harold,” I said out loud into the receiver, “you forgot to say thank you.”

I got the keys to his office from my desk and retrieved the dreaded list. The letterhead was that of a well-established law firm who were renowned as the masters of the take-over bid. Scapelli’s often competed with them for business. As counsel to TechniGroup, Cleveland Johnson was probably rubbing his hands together, salivating at all the work about to come his way. Well, I thought, the miserable shit can rub his hands together all he wants. If we get taken-over, his firm will lose our business to the Bay Street firm who were representing the company about to bid on us. Put that one in your pipe and smoke it Cleve. Ah, what goes around, comes around, I chanted. I was still mad at Cleve and was being bitchy.

The list of what they wanted to look at was a long one. The total document was ten pages long and Harold had marked all over it. Harold had put a check mark beside most items but others had NO WAY written in capital letters beside them. I guessed that the other firm was on a fishing expedition and until they made us an offer, we weren’t going to show them our panties until they showed us their’s. The time to lift our kilts would be after we had a firm commitment of an offer in hand.

I sighed as I sat down at my desk. It was eleven-thirty and I planned on being out of the office by five-thirty. I lit a cigarette and started going through the list. Most of the documents they wanted existed, but it was going to take some time getting it all together. I wondered how much time I had.

I flipped to the last page of the document and saw that the lawyer who wrote the letter had indicated in the penultimate paragraph that he expected the documents by close of business next Monday. If that was going to pose a problem, blah, blah, blah. No problem, I thought. I’d gotten a good head start yesterday morning when Harold was decent enough to give me a head’s up.

Some of the items would be trickier than others, though. The ones that stuck out immediately were the requests for information covering the last three years on stock option grants and the employee stock purchase plan. Not my responsibility, I thought. Harold had written “Finance” beside several of the items meaning that the finance department would be responsible for those items. Lists of customers. Accounts receivable. I wrote “Finance” beside the requests for information on the options and the stock purchase plan. They could whistle Dixie if they thought I was going to dig up all that shit. Evelyn, Jay and Rick were the keepers of that information. In a pinch and with the thumbscrews tightening, I could pull together the stock option stuff. But there was no way I could come up with the employee stock purchase plan information.

I dug in the drawer of the file cabinet where I kept supplies and pulled out a new box of legal-size file folders. I marked 1(a) on the first one and inserted the copies of the annual reports I’d already retrieved the day before. I highlighted the item on the list with a yellow marker. I marked 1(b) on the next file folder and inserted the last five years’ proxy statements to shareholders. I checked that one off the list with the yellow highlighter.

I continued going through the list and putting documents in files where I already had the information. I created several new documents on my computer for requests for things that didn’t already exist on paper. The lawyers wanted to know things like number of outstanding shares at certain dates, the names and dates of all companies we’d acquired over the last five years, the number of shares that had been paid to those companies as the purchase price. The list went on and on. By the time I was finished I had a pile of full file folders about a foot high on my desk. I went over the letter from the Bay Street lawyers again and saw that I was more than half way through.

Jackie snuck her head around the door at that point and told me Harold wanted to see me.

I stood at the open door to his office and waited while he talked into his Dictaphone. He finally noticed me standing there.

“Kate, come in. ” I gave him the marked up list from the lawyers.

“Everything highlighted in yellow, I’ve done. I’ll need some input from you on the rest of things I’m responsible for. Whenever you’ve got a minute.”

“I’m impressed. Great job so far,” he said. A rare compliment.

He continued. “We’ll have to put that aside for a while though. The board meeting’s in the morning and his Royal Pain has finally focused on the agenda. Can you help me out here?” He handed me a stack of papers that had been lying in front of him. It was all the material for the director’s meeting.

“And, Kate. You do the books.” We always put the director’s materials in binders with tabs separating each item. “This stuff is really sensitive. And I’ll need them by five-thirty when I head over to the Toronto Club for the dinner. Oakes wants them to have the stuff to read overnight before the meeting in the morning.”

“They’ll be amazed. They’re actually going to see things before the meeting,” I said. Harold grinned.

“Maybe, just maybe, we’re finally getting things right after all these years,” he said.

“Let’s not hold our breath. Oakes hasn’t signed off on all of this yet.” Chris always had to see the final product and nine times out of ten, he made more changes.

“Not this time. He’s out at some meeting and said to let the stuff go. So. Go for it,” Harold said.

“No way,” I laughed. “Three whole hours? I get three hours to do a proper job? Now I believe there is a God.”

I got up to leave and noticed that the location of the meeting had been changed from the last draft of the agenda that I had prepared. The original agenda had the office address as the location for the meeting but Harold had scratched that out and changed it to the Four Seasons Hotel.

“Christ Harold. Could they have picked a location further from the office?” I asked him. “What’s wrong with our boardroom?”

“Oakes is hiding. There’ve been press people hanging around since the news about the investigation into Evelyn’s death. He doesn’t want anyone to know about the board meeting. The Four Seasons is very hush-hush by the way.”

“I know, I know,” I said over my shoulder.

“And Kate. One more thing. As soon as you’re done with those books bring them in. I’ve got a meeting at four that I want you to participate in.”

I stopped and turned around. “With who?” I asked.

“Detective Leech from the Police Department. He wants to talk to us about Evelyn.”

chapter thirty-four

The agendas for the meetings had changed drastically since the first draft. Originally, this meeting had been planned as a regular quarterly meeting where the directors would get together and rubber stamp the financial statements and several other administrative things.

Most of those items had been crossed off the board agenda. Some of the new items on the agenda were “Presentation by Jack Vincent re Strategic Partnership”, “Amendments to Employment Agreements”, “Grant of Stock Options to Senior Executives and Directors”. Jack Vincent had been allotted all the time for the meeting of the Investment Committee.

The Investment Committee of the Board had a meeting scheduled for the morning, as well as the Compensation Committee. Each of the items from the board meeting agenda appeared on the relevant committee agenda. Traditionally, acquisitions and investments were initially approved by the Investment Committee before presentation to the board and similarly, compensation issues like salaries, stock options and such were discussed and approved by the Compensation Committee before rubber-stamping by the board.

In my view, the committees were a joke. It had started out that the committees each consisted of three outside directors, with the intention that they were to be independent of the board, and not include inside directors. But Oakes attended each of the committee meetings and instead of three outside directors, each committee now had five. And, because most of the directors were from out of town, everyone ended up attending the committee meetings, rather than sit around and twiddle their thumbs. Besides, for every committee meeting they attended, it was more money in their pockets. So, by the looks of the agendas, the afternoon session of the board of directors would be a repeat of the morning sessions of the committees.

Not that they ever stuck to the agendas. Oakes would take over the meetings, and ramble and pontificate. Then about ten minutes before the end of a meeting, Harold Didrickson would have to put his foot down and have the board approve the items that a board was supposed to approve. Like financial statements. Or grants of stock options.

In one of Harold’s finer moments, he described the board meetings to me as a cluster fuck. He said everyone talked at once over Oakes’ voice because Chris would just ramble on. A couple of the directors were avid deer hunters and would trade macho stories about their latest kills, and two of the other ones were scratch golfers and would catch up on their latest scores.

Tomorrow’s meetings were going to be interesting, I had to give them that. If Jack Vincent was making an appearance, my guess was it was about the company that was looking to take us over. Jack would be acting as the go-between for the two companies and if the deal went through, Jack would no doubt continue being a very, very rich man. I wondered what his fees were going to be for this one. I recalled that we had paid him several million dollars for the deal that fell through a couple of years ago. Several million dollars for a deal that fell through. Nice work if you can get it.

Detective Leech was right on time. I escorted him to Harold’s office when he arrived at four o’clock. On our way down the hallway I pointed to the kitchenette and offered him coffee.

“It’s fresh,” I offered, thinking about all those TV shows I’d seen where the cops were always complaining about three-day old coffee.

“Fine,” he said. “I’d like that.”

He stood formally by the door inside the kitchen while I poured. I held up the container of cream and he nodded.

“Sugar?” He nodded again. Wow, what a great conversationalist, I thought.

“So you want to see Harold and I about Evelyn,” I said as I stirred the cream and sugar into the coffee. I had my back to him and couldn’t see if he nodded, because he certainly didn’t speak. I turned around. He was standing with his hands tucked deeply in the pockets of his overcoat.

“We’ll be talking to quite a few people. Mr. Didrickson and yourself are on the list,” he said. Two whole sentences.

I handed him his coffee and opened the door.

“After you,” I offered. This time he shook his head. He reached over my shoulder and held the door and I went ahead of him. And they say chivalry is dead.