Silent Partner (27 page)

“First, to ask you a question, then to give you some advice.”

“What’s the question?” Hill snapped.

“Are you working with Jake Lawrence?”

“I just told you that I think Sumter is more secure under you than Lawrence. What the hell would make you think that?”

“The comment Ms. Day made the last time we met with her. The one about Jake Lawrence asking her if you would make a good chairman.”

“That’s absurd. If Lawrence took over, he’d probably fire the both of us.”

Dudley nodded, pointing a gnarled finger. “You anticipated my advice. He will fire you if he takes over this place. You can bet your bottom dollar on that. Even if he’s telling you all the right things now.”

Hill rose from his chair and headed for the door.

“Where are you going?” Dudley demanded. “I didn’t dismiss you.”

Angela leaned back in the chair and stretched, thinking about how she might need another cup of coffee to stay awake. Thinking about how she was supposed to be on a plane to Birmingham at 8:00 tomorrow morning. And here it was 10:00 at night and she was still immersed in piles of ESP due diligence in a conference room thirty miles west of Washington, D.C., and a hundred miles from Richmond. At this rate Tucker wouldn’t have her back to her apartment in the Fan until three or four in the morning.

Perhaps she ought to just get a hotel room at Dulles Airport and change her plane ticket. But she hadn’t brought another set of clothes. And she still had a lot more work to do here. Perhaps she should cancel Birmingham. She put her hand to her mouth to cover a yawn. Liv would be disappointed.

“You okay, champ?” Tucker sat at the end of the conference room, his boots up on the table as he read a copy of
Sports Illustrated
. “It’s getting late.”

“Too late to introduce you to Liv Jefferson tonight, I suppose.”

“Yeah, I’d say.”

“We’ll do it another night.”

“Fine.” He smiled politely. “Want me to get you another cup of coffee?”

“No, thanks. I’ve had three cups since dinner. I couldn’t handle any more caffeine. I’ll be bouncing off the walls.”

Tucker had spent the afternoon at a nearby mall, then brought Chinese food back for dinner around six. He’d stayed with her in the conference room after they’d finished eating, quietly reading the stack of magazines he’d purchased this afternoon. Most of the ESP employees had left the offices for the night, and she felt safer with him around.

“What exactly are you doing over there in between those paper mountains?” he asked, tossing the magazine onto the table.

Stacks of files and large, legal-sized envelopes surrounded Angela, piled high on the table and the floor around her chair. They’d been brought to her on request by a small group of ESP employees who Walter Fogel had ordered to help. “Due diligence.”

“What does that mean,
due diligence?
”

“It means I’m studying everything I can about this company to figure out what it’s worth. And to make certain there isn’t something buried here that could cause big problems later on.”

“Like what?”

“Like a lawsuit that the inside attorneys aren’t telling anybody but senior management about. Sexual harassment or product liability. Or maybe inconsistencies in the numbers. Or the fact that a big customer is about to pull their account. The kind of stuff you might find in a stray memo or report.”

“Smoking guns.”

“And skeletons.”

“That’s a lot to try to go through.”

“Especially when certain people at the company wouldn’t want you to find what you’re looking for if it were there. The chief financial officer certainly doesn’t want me to uncover the fact that he’s cooking the books, so sometimes I have to look very hard. You know, turn over all the rocks. No matter how small.”

“How do you know where to find everything? How do you know where to look?”

“Experience.”

Tucker glanced around, then pointed to a thick folder at one end of the table. “What’s that?”

Angela squinted, trying to focus her tired eyes. “Customer reports, I think.”

“Why do you have to go through those?”

“By checking out what ESP is billing individual customers, it helps me independently confirm what the accountants are reporting as ESP’s consolidated revenue.” She eyed the folder gloomily. Just another item on a long list. “I’m only interested in the bigger customers. I’ll end up calling their accountants to confirm that they are actually paying ESP what ESP claims to be billing them.”

“It’s like herding cattle,” Tucker observed. “You come at the figures from all different angles and head them where you want them to go so they can’t slip anything by you. By actually calling the clients to confirm what they’re paying ESP, you find out if ESP is telling you the truth about how much business they claim to be doing.”

“Exactly.” Angela glanced down at the detailed financial statement she had been reviewing.

“Let me help,” Tucker volunteered.

Angela smiled despite the ache that was starting to throb in the corners of her eyes. “I don’t know how you could.”

Tucker thought for a moment. “How about if I go through those customer reports and flag the big ones? The file looks pretty thick. At least I could weed out the ones that you don’t care about. The ones that are too small.”

She hesitated. “Okay. Start by pulling the ones that ESP claims to be billing for more than fifty thousand dollars a year.”

Tucker stood up and moved to the far end of the conference room table, happy to have something to do.

Angela watched him for a moment, then refocused on the numbers.

A few minutes later Tucker let out a low whistle.

Angela rubbed her eyes. “What is it?” she asked, checking out a small stack of papers he had pulled from the file. She assumed those papers represented customers doing over fifty thousand a year.

Tucker looked up from the sheet of paper he had been studying. “I think you might want to check this out,” he said, sliding it down the length of the table.

“What did you find?” she demanded, scanning the small type.

“Look near the bottom.”

Angela’s eyes flashed down and her heart skipped a beat. “Sumter,” she whispered. In a faint, handwritten scrawl in the left margin was a note to remember to include the Sumter “cloak account” in the “gross numbers.” Beneath the words was a string of numbers. A code or perhaps the cloak account number buried somewhere in ESP’s operating system.

“Cloak account?”
Tucker asked. “What do you think that means?”

“Probably nothing,” Angela replied quickly, gazing at the string of numbers, conscious of a strong sense of déjà vu. “Just an internal record-keeping code. Keep going through the file,” she urged. “You’ll probably find the Sumter account page.”

Tucker shook his head. “I’m done. I’ve been through the entire file. There’s no mention of Sumter other than what you see there,” he explained, nodding at the paper in her hand.

Angela checked the paper again. “Did you find an account page in the file for a company called Cubbies?” she asked, still bothered by the eerie echo reverberating through her mind.

“Nope.”

“Are you sure?”

“Yes.”

That made no sense. Why would Jake Lawrence lie to her about Cubbies’ licensing software from ESP Technologies? And if he was lying, how would he know how effective the ESP product was?

CHAPTER SEVENTEEN

Angela trotted up the jet way into the Birmingham airport, found a seat at a deserted gate, closed her eyes, folded her hands tightly in her lap, and murmured a quick prayer. The landing had been bad. The Delta Air Lines 737 jet had been battered constantly by turbulence from five thousand feet all the way to the ground, and she needed a few moments to gather herself. After a few deep breaths, she stood up and headed down the long corridor toward the rental car signs.

She had driven all the way back to Richmond with Tucker last night—getting to her apartment just after three this morning—then caught a few hours’ sleep before driving to the Richmond Airport. Now it was a few minutes past ten. Her plan was to locate the main branch of the Birmingham library, then visit Strategy Partners—the firm Liv claimed Bob Dudley owned and was using to defraud Sumter. Then, depending on how her time at Strategy Partners went, there might have to be one more stop. After that, she’d board another Delta flight, this time headed for Dulles, where Tucker was to meet her. She had a 6:00 appointment in northern Virginia with Ted Harmon, ESP’s vice president of sales. Tucker was going to make certain she got to her meeting on time, then give her a ride back to Richmond when it was over.

Angela hadn’t offered any specifics to the ESP vice president when she’d talked to him from the plane. At first he’d balked at her request to get together. But she’d quickly reminded him that Walter Fogel had given her free rein. She could interview anyone she wanted about anything she wanted. And he had relented. As she executed the rental car contract with initials and signatures on umpteen different lines, she wondered if the ESP executive had any idea what she wanted. If somehow he would anticipate that she wanted to know more about Sumter being an ESP client. And that she wanted to understand the “cloak account” notation scrawled in the margin of the neatly folded piece of paper in her briefcase.

She hadn’t told Tucker where she was going today, just when and where to pick her up this afternoon. He had seemed uncomfortable about her going off on her own and pushed for more information. But she’d told him nothing more. For some reason, she wanted to make the trip to Birmingham on her own.

Angela picked up the keys to a Ford Taurus and hurried out to the rental car lot. Fortunately, on the way back to Richmond, Tucker hadn’t asked her anything more about the “cloak account,” or about what must have been a surprised expression on her face when he replied that he hadn’t found a Cubbies account page. He hadn’t asked her anything, perhaps thinking that she would sleep. But she hadn’t slept in the car, or very much after he had dropped her off. There were too many things on her mind. Too many risks and returns to consider.

She slid in behind the Taurus’s steering wheel, placing her briefcase down on the seat beside her. Perhaps her suspicions about Jake Lawrence lying to her were out of line. Perhaps the ESP executive would clear up the issue with Cubbies tonight. She grimaced. Perhaps there would be world peace someday, too. She’d found out that Lawrence had spent another hundred million on Sumter stock. Now he owned 12 percent of the bank. And, if she couldn’t trust Lawrence, could she trust Tucker?

At two o’clock, after several hours of research at the Birmingham library, Angela walked briskly into the small lobby of Strategy Partners. The firm was located on the fourth and top floors of a refurbished brick building in a neighborhood bordering a run-down area of town.

The receptionist glanced up from her computer as Angela came through the door. “May I help you?”

Angela checked the receptionist’s screen. She was in the middle of a game of solitaire.

“I’d like to talk to one of your professionals about a consulting job. That
is
what you do here, right?”

Behind the receptionist were just two office doors, both closed. These weren’t the large, tastefully furnished offices she had expected a firm handling a $10 million assignment for Sumter Bank to occupy. Her friend in the funds-transfer area of Sumter had confirmed that a $10 million wire had been sent from the bank to Strategy Partners two weeks ago.

The receptionist reached for her phone. Before she could press the intercom button, one of the doors behind her desk opened, and a bearded man in a golf shirt, khakis, and Docksides appeared. “Can I help you?”

“I need to talk to someone about a consulting assignment.” Angela noticed that the man wasn’t wearing socks.

He gave the receptionist a quick glance, then smiled. “Sure, come on in.” He moved quickly to his computer, flipped off the monitor, then extended his hand over the desk. “Jim Nelson.”

“Veronica Williams.” There was no doubt in her mind that this operation was a complete sham. That no real work was going on here. The questions now were, Who was keeping the doors open and why?

“What can I do for you, Veronica?” Nelson asked as he sat down in the spindly chair behind the old desk and gestured for her to sit as well.

“I own a small Internet firm here in town, and I was hopeful that I could retain Strategy Partners to give me some advice.”

“How did you hear about us?”

“Friend of a friend.”

“What’s your friend’s name?”

“I don’t think she dealt with this office.”

“Really?”

“Yes.”

“Well, that’s strange.”

“Oh?” Angela asked, trying to look puzzled. “Why?”

“This is our only office.”

Angela smiled warmly at the elderly lady behind the front counter of the Alabama State Corporation Commission’s administrative offices. The SCC offices were buried in the basement of Birmingham’s public records building. “Good afternoon, ma’am.”

“Hello, dear. How can I help you?”

Angela hesitated, holding back a sneeze. It was terribly musty down here. “That’s a lovely brooch,” she said when the sneeze had passed, pointing at the jewel-studded housecat pinned to the gray-haired lady’s blouse.

“Oh, thank you. My oldest daughter made it for me last Christmas. She’s quite talented. She actually sells a line of these pins through a couple of gift shops here in town.”

“I’m not surprised. She certainly is talented.”

The woman reached up and took the brooch in her fingers. Her head shook slightly as she looked down and admired it. “My cat that I’d had for fifteen years died around Thanksgiving, and she made this so I could remember him.”

“That’s so nice.”

“Yes.” The elderly woman admired the pin for a few more moments, then looked up, smiling broadly. “Now, what can I do for you?”

“I need to make certain my company has paid its annual registration dues. The president of my company, Bob Dudley, sent me down here to make certain we had. We’ve gotten several letters to the effect that you have no record of us sending in our hundred-dollar fee.” Angela rolled her eyes and let out a sigh. “I’m just a secretary, so I get to come all the way down here to check it out.”

The elderly lady patted Angela’s hand. “Keep working hard, dear, and some day you’ll get ahead.”

“People in our accounting office swore to me that we paid the bill in January as soon as we received it, but someone in your office keeps sending us a letter demanding payment. I figured the best way to clear up the whole mess was to come down here and talk to a real person like you, not some computer-generated list of options over the telephone.”

The elderly woman nodded. “You did the right thing. This happens all the time. And the issue would never get settled over the phone or with letters going back and forth. What did you say the name of the firm was again?”

“Strategy Partners,” Angela responded.

The woman picked up her reading glasses and put them on. “You wait here. I’ll be back as quick as I can.”

She returned a few minutes later with a thin manila folder.

“Any luck?” Angela asked.

The woman placed the folder down on the counter, opened it, and leafed through several pages, then smiled triumphantly. “Here we are,” she said, holding up a piece of paper. “Your company has definitely paid your annual dues. Here’s a photocopy of the check.”

“Could I get a copy of that so I can show the people in our accounting group? You know how they can be. Needing records and receipts and all.”

“Of course, dear,” the woman agreed, shuffling to a copier against a wall a few feet away. “It’s so inconsiderate of them,” she mumbled to herself as she positioned the paper on the glass surface, closed the copier’s cover, and pressed a button. “Making you come all the way down here like this when they could have just looked through their checking account records.”

“I suppose we have lots of different accounts.”

“Isn’t that always the way? Big corporations with so many different accounts the left hand doesn’t know what the right hand is doing. My Lord. Well, here you are,” she said, picking the paper up off the copier and handing it to Angela.

Angela took the paper from the elderly woman and scanned it quickly. Her eyes snapped to a stop at the beginning of her second sweep of the page. The check was written off of a Sage Capital account. The same company that had sold ESP Technologies to Proxmire. The same company whose representative to Proxmire’s board of directors was trying to derail Jake Lawrence’s takeover of Proxmire. Her eyes moved down. At the bottom left of the check was a notation: “Strat. Part. Bama dues.”

“There’s something else here you may want to clear up, dear.”

Angela looked up, her pulse racing. “What’s that?”

“Didn’t you say your president’s name was Dudley?”

“Yes. Bob Dudley.”

The woman shook her head. “He isn’t listed as the company’s president. In fact, he isn’t listed on here anywhere.”

“What do you want to know?” Ted Harmon asked impatiently. “Why did you ask me to come here tonight, Ms. Day?”

Harmon was short and thin, with a face only a mother could love. She’d been expecting a Sam Reese look-alike. A man who could sell ice cubes to Eskimos with a quick smile and a handshake. But then the sale of ESP’s software was almost certainly a very technical process, probably made most of the time to a chief technology officer who only cared how well the application worked, and not at all what the salesperson looked like.

“I have a few questions about your customers,” she began.

“Uh-huh.” Harmon glanced furtively around the crowded hotel lobby bar.

As if he were worried that somebody might be watching him, Angela realized, taking a sip of the hot tea she had ordered. She was standing at the bar, not sitting on a stool as Harmon was. She was concerned that if she sat in a comfortable seat she might actually doze off right in front of him. She’d slept all of three hours in the past two days, and it was catching up with her.

“Have you all—”

“The only reason I’m here is that Walter Fogel made it abundantly clear I
had
to be here,” Harmon interrupted rudely. “I know you’re representing a group that wants to buy Proxmire. Fogel didn’t come right out and say that, but it wasn’t hard to figure out.”

He was very nervous, Angela noticed. “What are you frightened of, Ted?” she asked, intentionally trying to put him on the defensive right away.

“Nothing. Nothing at all.” He took a quick sip of his Scotch and water. “Just ask me the questions and then let me get out of here. Come on.”

“All right. How long have you been with ESP Technologies?”

“Three years.”

“Then you were around when ESP was sold to Proxmire?”

“Yes.”

“In your current position?” Angela wanted to make certain Harmon was intimately familiar with what had been going on since the merger.

“Head of global sales. Yes. Since before Proxmire acquired us.”

She focused on his eyes, keenly interested in his reaction to her next question. “Has ESP ever had a client named Cubbies?”

Harmon thought for a moment, then shook his head. “No.”

“Are you sure?”

“Yes.”

“Absolutely positive?”

“Yes, dammit.”

Why would Jake Lawrence lie about that? Perhaps he had just misspoken. But he had been specific about Cubbies being a chain of convenience stores, and they had talked about there being a Cubbies location near where she lived growing up. But then how could he have known so much about ESP? She took a deep breath. “Is Sumter Bank an ESP client?”

The little man glanced up over the rim of his glass, then his eyes narrowed. “Who?”

“Sumter Bank. It’s a commercial bank headquartered in Richmond, Virginia. Is Sumter now, or has it ever been, a client of ESP’s?”

He scoffed. “Did you see a Sumter reference on the client file folder my assistant gave you?” He had spoken in a raised voice, like a prosecutor who always knew the answer before he asked the question.

“As a matter of fact, I did.”

“What?” Harmon had just taken a large swallow of his drink and nearly choked on it. “I don’t believe you.”

The star witness had just rolled over. Angela could see it all over his face.

“That’s not supposed to—” Harmon interrupted himself, gazing steadily into Angela’s curious expression. “I mean there are so many clients. How would I—”

“The name Sumter was handwritten in the margin of one of the file’s pages.” It was Angela’s turn to interrupt. She couldn’t shake the feeling that there was something about that scrap of information she wasn’t making full use of. Something about that brief note in the margin she wasn’t connecting to something else stored deep in her memory. “Along with a scribbled notation about a cloak account. What’s a cloak account?”

“I have no idea.”

“Is Sumter an ESP client,” she asked again, drilling hard, “and, if it is, what application is your software used for at Sumter?”

The little man placed his glass down on the marble bar. “I told you, I don’t know anything about Sumter Bank or a cloak account.”

“Ted, I’d hate to have to tell Walter that you were being completely uncooperative during this meeting.”

“Go right ahead and tell him,” Harmon said, encouraging her with a sweeping gesture and a wry chuckle. “Won’t bother me at all, and I assure you,
he
won’t be able to help you, either.”