Monahan 01 Options Read online

  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 yo
u. 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.

  I tucked in my blouse, straightened my skirt, dusted the cigarette ashes off my jacket and very primly walked out of my office. Who did I think I was kidding?

  Jay was going into the kitchenette so I followed him in and closed the door behind me. He was facing the coffee machine and had his back to me.

  “Hey,” I kidded, “if you can’t take a joke, you shouldn’t have joined up.”

  He turned around and I could see he was still pissed off. As he brushed past me to reach for the door handle, he said, “Another one of your stupid sayings that I’m sick of Kate. Your sense of humour is sick. You make me sick.”

  I moved aside to let him pass. “Want to come over tonight and we’ll do our nails?” I asked. He was gone. Again.

  I waited a few moments and followed Jay to his office. He ignored me when I came in. I closed the door quietly and asked if I could sit down. He continued to ignore me so I sat anyway.

  “Look Jay. I apologize. I know I can be too mouthy for my own good. You know I didn’t mean anything by what I said. I was just joking.” I thought that came out well but he still wasn’t responding so I tried again.

  “Stop being an asshole about this. I said I was sorry. I was just teasing. This is no big deal. I’m pretty sure I gave you the right sheet. If you notice in the bottom corner, Didrickson’s initialled it. That means it’s the list the board approved. You know how many times Cox fucks around with those lists before, during, and after a board meeting. Didrickson laid down the law and said the only lists I’m to use for stock exchange approval, are the ones he initials. I’d give a copy to Ev because she was never sure if she had the most up-to-date one.”

  “Look,” I continued. “I’ll get Harold to settle this. Give me those two lists. I’ll ask him. The Great One has been known to screw up occasionally too. I’m gonna go see if he’s in. Cox still breathing down your neck for the report?”

  “Yeah, and it’s not going to be a pretty sight if I don’t produce it soon. This change of 47,000 throws the totals off whack. They’re scraping the barrel looking for more room on the 10% limit to give out more options.”

  I took the papers off Jay’s desk. I leaned over and almost touched my nose to his. “I was only teasing, okay?”

  chapter nine

  Didrickson wasn’t in his office when I got back so I scribbled him a note to call me. I dropped the note on the seat of his chair so he wouldn’t miss it.

  I pulled out the bottom drawer of my desk and propped my feet up on it. Once I’d tried putting my feet on the desk but the chair was so cheap I fell flat on the floor when I leaned back.

  I lit a cigarette and cursed the stock options. Nothing but a pain in the ass. Back in the good old days stock options weren’t a problem. Because there were none. The previous owner of the company was such a tight wad he didn’t believe in sharing the wealth. It was a different regime when Oakes took over though. He gave away the farm. He hired all of his old buddies from the last place he worked, tripled their salaries and gave them stock options. Rick Cox only made things worse. The man managed to make everything an administrative nightmare. He was responsible for rolling out the yearly stock option plan and crunching the numbers for the option grants. Oakes would make his recommendations on numbers of options for his cronies and Cox would play around with the rest leftover. And play around. And play around. The numbers were a constant moving target right up until the moment the numbers were given to the board to approve. The total options they issued could never change because of the 10% limit, but the individual’s numbers were fair game. I think his formula for coming up with numbers was based on where the planets were in the sky on a certain day. Very scientific.

  When Richard Cox joined the company as a full-time employee I had breathed a sigh of relief. I remember thinking that we were finally getting someone ‘normal’ at the helm. Cox was originally a member of the board of directors, appointed by the bank consortium. He had been a wizard at a Bay Street investment bank and actually brought some sanity to the place. The board woke up one day and appointed him the chief operating officer. The position was vacant because they had just fired the current chief operating officer. Actually, press reports said the guy resigned to pursue other business interests. Right. Cox was on-deck and the logical choice as replacement. Chris Oakes put up a fight but soon realized he was in a losing battle. A few months later, when the board gave Cox the additional responsibilities of chief financial officer because the incumbent retired, the battle lines were drawn. Oakes and Rick Cox had been openly feuding now for two years.

  I wasn’t the only one who was glad Cox joined the company. The company was reorganized, excuse me, re-engineered, and many people who had reported directly to Oakes ended-up reporting directly to Cox. But Cox’s true stripes started to show after about three months of having the dual role of COO and CFO. What a let-down. The guy turned out to be indecisive, misdirected, unfocused and on a good day, a three-headed monster.

  The rivalry between Oakes and Cox appeared to be heating up over the last month or two and I expected a show-down soon.

  My phone rang and I tore my pantyhose on the corner of the drawer when I tried to get my feet back on the floor and swing my chair around. Kathleen, you are so graceful.

  “Kathleen Monahan.”

  “Yes?” the voice on the other end demanded.

  “Who’s speaking please?” I knew it was Didrickson, and in fact his extension number lit up on the digit display on the telephone console, but I hate arrogant bastards who don’t identify themselves on the phone.

  “It’s Harold. You left me a note to call you. I’m back.”

  “I’ll be right in.” I picked up the two sheets of paper with the stock option lists on them and headed for his office.

  I handed him the list with his initials on the bottom and said, “I got this list out of the last board meeting file.” Then I handed him the other one. “Jay printed this from the stock option system just before lunch. The numbers aren’t the same. He’s got to give a report to Rick Cox with the total options outstanding and he noticed the numbers don’t jive.”

  He handed both back to me after he quickly glanced at the two. “Then the system is wrong. The one with my initials on it is the one that was approved at the board meeting.”

  “Thanks.”

  I called Jay when I got back to my office and told him Didrickson said the one with his initials was the final list. He said he would come down and pick up the lists.

  My phone rang again. The digit display indicated it was Didrickson calling. “Yes,” I answered. I thought I’d try his style.

  “What exactly were the differences on those two lists?”

  “There were four different entries. Rick Cox, Mary Dawson, Jay Harmon and Bill Heatherington. Cox had a difference of 20,000 and each of the others were increased by 9,000 each.”

  “I think you better give me those lists back.”

  “Sure. But Jay’s on his way back down here to get the lists to finish his report to Cox. And he’s the one who noticed the differences.”

  “Make him copies then.” He hung up.

  Yessir. Right away sir. I passed Jay in the hall on my way to the photocopier room. “Follow me. Didrickson wants the originals of these and I’ll make you a copy.”

  The next couple of hours were spent creating paper. Agendas for the upcoming board and committee meetings, indexes for the binders of materi
als, drafting resolutions for the board to approve. Paper, paper and more paper. Baffle ‘em with bullshit. Most of the documents I started on were full of holes, ready for Didrickson to fill in the blanks. I made sure a current date and time were printed on the draft documents. Didrickson would soon start passing the documents around to Oakes and Cox for their input and we needed to be sure we were always working on the same draft. Chris Oakes never focused on anything until the last minute and was usually working on draft #2 when the rest of us were working on #5. I especially enjoyed receiving his comments on the documents two days after the meetings were over.

  I ran into Tom James when I was getting my fifth cup of coffee since lunch.

  “Tom, nice tie,” I said with a straight face. He puffed up his chest. It was a nice tie, but this was the way Tom and I started off every conversation. It was expected that I would compliment Tom on his tie, or his suit, or whatever, and I think I had now complimented him on this particular tie about sixty times. Our man of substance. I was surprised to see Tom in the office this late in the day. Normally, he leaves at lunch to go to his gym for a workout and if he comes back, it’s only to impress Oakes.

  “What are you doing in the office so late in the day?” I teased. “I thought Oakes was out of town.” Tom looked insulted. It didn’t work with me.

  “He was. He flew back this afternoon and we’ve got a meeting.”

  “Yeah? Good for you. Putting in overtime for this?” I laughed. Tom looked a little confused. He knew no-one got paid overtime in this organization and as the vice president in charge of human resources I could see his brain working to try and remember this.

  “Forget it Tom,” I said. I teased him because I could. Kind of like, why does a dog lick his balls? Because he can. Why do I tease Tom James? Because I can. He’s such an easy target.

  “So what’s so important on a Friday afternoon? You and Oakes deciding on a tee time?” I grinned.

  “We’re going over the personnel stuff on the acquisition of Marshton Systems. Deciding on who goes where. Who keeps their jobs. You know.” Tom puffed up his chest a little when he said this.