Disclosure (7 page)

Sanders said. Even from outside the room, he could smel the cigarette smoke.

The nurse said, “Now, Professor,” in a severe tone, and strode into the room.

Sanders looked in; it was one of the employee lounges. Max Dorfman's wheelchair was pul ed up to the table in the center of the room. He was surrounded by pretty assistants. The women were making a fuss over him, and in their midst Dorfman, with his shock of white hair, was grinning happily, smoking a cigarette in a long holder.

“What's he doing here?” Sanders said.

“Garvin brought him in, to consult on the merger. Aren't you going to say hel o?”

Hunter said.

“Oh, Christ,” Sanders said. “You know Max. He can drive you crazy.” Dorfman liked to chal enge conventional wisdom, but his method was indirect. He had an ironic way of speaking that was provocative and mocking at the same moment.

He was fond of contradictions, and he did not hesitate to lie. If you caught him in a lie, he would immediately say, “Yes, that's true. I don't know what I was thinking of,” and then resume talking in the same maddening, el iptical way. He never real y said what he meant; he left it for you to put it together. His rambling sessions left executives confused and exhausted.

“But you were such friends,” Hunter said, looking at him. “I'm sure he'd like you to say hel o.”

“He's busy now. Maybe later.” Sanders looked at his watch. “Anyway, we're going to be late for lunch.”

He started back down the hal way. Hunter fel into step with him, frowning. “He always got under your skin, didn't he?”

“He got under everybody's skin. It was what he did best.”

She looked at him in a puzzled way, and seemed about to say more, then shrugged. “It's okay with me.”

“I'm just not in the mood for one of those conversations,” Sanders said. “Maybe later. But not right now.” They headed down the stairs to the ground floor.

In keeping with the stripped-down functionality of modern high-tech firms, DigiCom maintained no corporate dining room. Instead, lunches and dinners were held at local restaurants, most often at the nearby 11 Terrazzo. But the need for secrecy about the merger obliged DigiCom to cater a lunch in the large, wood-paneled conference room on the ground floor. At twelve-thirty, with the principal managers of the DigiCom technical divisions, the Conley-White executives, and the Goldman, Sachs bankers al present, the room was crowded.

The egalitarian ethos of the company meant that there was no assigned seating, but the principal C-W executives ended up at one side of the table near the front of the room, clustered around Garvin. The power end of the table.

Sanders took a seat farther down on the opposite side, and was surprised when Stephanie Kaplan slid into the chair to his right. Kaplan usual y sat much closer to Garvin; Sanders was distinctly further down the pecking order. To Sanders's left was Bil Everts, the head of Human Resources- a nice, slightly dul guy. As white-coated waiters served the meal, Sanders talked about fishing on Orcas Island, which was Everts's passion. As usual, Kaplan was quiet during most of the lunch, seeming to withdraw into herself.

Sanders began to feel he was neglecting her. Toward the end of the meal, he turned to her and said, “I notice you've been up here in Seattle more often the last few months, Stephanie. Is that because of the merger?”

“No.” She smiled. “My son's a freshman at the university, so I like to come up because I get to see him.”

“What's he studying?”

“Chemistry. He wants to go into materials chemistry. Apparently it's going to be a big field.”

“I've heard that.”

“Half the time I don't know what he's talking about. It's funny, when your child knows more than you do.”

He nodded, trying to think of something else to ask her. It wasn't easy: although he had sat in meetings with Kaplan for years, he knew little about her personal y.

She was married to a professor at San Jose State, a jovial chubby man with a mustache, who taught economics. When they were together, he did al the talking while Stephanie stood silently by. She was a tal , bony, awkward woman who seemed resigned to her lack of social graces. She was said to be a very good golfer-at least, good enough that Garvin wouldn't play her anymore. No one who knew her was surprised that she had made the error of beating Garvin too often; wags said that she wasn't enough of a loser to be promoted.

Garvin didn't real y like her, but he would never think of letting her go. Colorless, humorless, and tireless, her dedication to the company was legendary; she worked late every night and came in most weekends. When she had had a bout of cancer a few years back, she refused to take even a single day off. Apparently she was cured of the cancer; at least, Sanders hadn't heard anything more about it. But the episode seemed to have increased Kaplan's relentless focus on her impersonal domain, figures and spreadsheets, and heightened her natural inclination to work behind the scenes. More than one manager had come to work in the morning, only to find a pet project kil ed by the Stealth Bomber, with no lingering trace of how or why it had happened. Thus her tendency to remain aloof in social situations was more than a reflection of her own discomfort; it was also a reminder of the power she wielded within the company, and how she wielded it.

In her own way, she was mysterious-and potential y dangerous.

While he was trying to think of something to say, Kaplan leaned toward him confidential y and lowered her voice, “In the meeting this morning, Tom, I didn't real y feel I could say anything. But I hope you're okay. About this new reorganization.”

Sanders concealed his surprise. In twelve years, Kaplan had never said anything so directly personal to him. He wondered why she would do so now. He was instantly wary, unsure of how to respond.

“Wel , it was a shock,” he said.

She looked at him with a steady gaze. “It was a shock to many of us,” she said quietly. “There was an uproar in Cupertino. A lot of people questioned Garvin's judgment.”

Sanders frowned. Kaplan never said anything even obliquely critical of Garvin.

Never. But now this. Was she testing him? He said nothing, and poked at his food.

“I can imagine you're uneasy about the new appointment.”

“Only because it was so unexpected. It seemed to come out of the blue.”

Kaplan looked at him oddly for a moment, as if he had disappointed her. Then she nodded. “It's always that way with mergers,” she said. Her tone was more open, less confidential. “I was at CompuSoft when it merged with Symantec, and it was exactly the same: last-minute announcements, switches in the organization charts. Jobs promised, jobs lost. Everybody up in the air for weeks.

It's not easy to bring two organizations together-especial y these two. There are big differences in corporate cultures. Garvin has to make them comfortable.” She gestured toward the end of the table where Garvin was sitting. `Just look at them,” she said. “Al the Conley people are wearing suits. Nobody in our company wears suits, except lawyers.”

“They're East Coast,” Sanders said.

“But it goes deeper than that. Conley-White likes to present itself as a diversified communications company, but it's real y not so grand. Its primary business is textbooks. That's a lucrative business, but you're sel ing to school boards in Texas and Ohio and Tennessee. Many of them are deeply conservative. So Conley's conservative, by instinct and experience. They want this merger because they need to acquire a high-tech capacity going into the next century.

But they can't get used to the idea of a very young company, where the employees work in T-shirts and jeans, and everybody goes by first names.

They're in shock. Besides,” Kaplan added, lowering her voice again, “there are internal divisions within Conley-White. Garvin has to deal with that, too.”

“What internal divisions?”

She nodded toward the head of the table. “You may have noticed that their CEO

isn't here. The big man hasn't honored us with his presence. He won't show up until the end of the week. For now, he's only sent his minions. Their highest-ranking officer is Ed Nichols, the CFO.”

Sanders glanced over at the suspicious, sharp-faced man he had met earlier.

Kaplan said, “Nichols doesn't want to buy this company. He thinks we're overpriced and underpowered. Last year, he tried to form a strategic al iance with Microsoft, but Gates blew him off. Then Nichols tried to buy InterDisk, but that fel through: too many problems, and InterDisk had that bad publicity about the fired employee. So they ended up with us. But Ed isn't happy about where he landed.”

“He certainly doesn't look happy,” Sanders said.

“The main reason is he hates the Conley kid.”

Seated beside Nichols was John Conley, the bespectacled young lawyer in his twenties. Distinctly younger than anyone around him, Conley was speaking energetical y, jabbing his fork in the air as he made a point to Nichols.

“Ed Nichols thinks Conley's an asshole.”

“But Conley's only a vice president,” Sanders said. “He can't have that much power.”

Kaplan shook her head. “He's the heir, remember?”

“So? What does that mean? His grandfather's picture is on some boardroom wal ?”

“Conley owns four percent of C-W stock, and controls another twenty-six percent stil held by the family or vested in trusts control ed by the family. John Conley has the largest voting block of Conley-White stock.”

“And John Conley wants the deal?”

“Yes.” Kaplan nodded. “Conley handpicked our company to acquire. And he's going forward fast, with the help of his friends like Jim Daly at Goldman, Sachs.

Daly's very smart, but investment bankers always have big fees riding on a merger. They'l do their due diligence, I'm not saying they won't. But it'd take a lot to get them to back out of the deal now.”

“Uh-huh.”

“So Nichols feels he's lost control of the acquisition, and he's being rushed into a deal that's a lot richer than it should be. Nichols doesn't see why C-W should make us al wealthy. He'd pul out of this deal if he could-if only to screw Conley.”

“But Conley's driving this deal.”

“Yes. And Conley's abrasive. Ile likes to make little speeches about youth versus age, the coming digital era, a young vision for the future. It enrages Nichols. Ed Nichols feels he's doubled the net worth of the company in a decade, and now this little twerp is giving him lectures.”

“And how does Meredith fit in?”

Kaplan hesitated. “Meredith is suitable.”

“Meaning what?”

“She's Eastern. She grew up in Connecticut and went to Vassar. The Conley people like that. They're comfortable with that.”

“That's al ? She has the right accent?”

“You didn't hear it from me,” Kaplan said. “But I think they also see her as weak.

They think they can control her once the merger is completed.”

“And Garvin's going along with that?”

Kaplan shrugged. “Bob's a realist,” she said. “He needs capitalization. He's built his company skil ful y, but we're going to require massive infusions of cash for the next phase, when we go head-to-head with Sony and Philips in product development. Conley-White's textbook operation is a cash cow. Bob looks at them and sees green-and he's inclined to do what they want, to get their money.”

“And of course, Bob likes Meredith.”

“Yes. That's true. Bob likes her.”

Sanders waited while she poked at her food for a while. “And you, Stephanie?

What do you think?”

Kaplan shrugged. “She's able.”

“Able but weak?”

“No.” Kaplan shook her head. “Meredith has ability. That's not in question. But I'm concerned about her experience. She's not as seasoned as she might be. She's being put in charge of four major technical units that are expected to grow rapidly. I just hope she's up to it.”

There was the clink of a spoon on a glass, and Garvin stepped to the front of the room. “Even though you're stil eating dessert, let's get started, so we can finish by two o'clock,” he said. “Let me remind you of the new timetable. Assuming everything continues as planned, we expect to make the formal announcement of the acquisition at a press conference here on Friday noon. And now, let me introduce our new associates from Conley-White . . .”

As Garvin named the C-W people, and they stood up around the table, Kaplan leaned over and whispered to Tom, “This is al fluff and feathers. The real reason for this lunch is you-know-who.”

“. . . and final y,” Garvin said, “let me introduce someone that many of you know, but some of you do not, the new Vice President for Advanced Operations and Planning, Meredith Johnson.”

There was scattered, brief applause as Johnson got up from her seat and walked to a podium at the front of the room. In her dark blue suit, she looked the model of corporate correctness, but she was strikingly beautiful. At the podium, she put on horn-rimmed glasses and lowered the conference room lights.

“Bob has asked me to review the way the new structure wil work,” she said, “and to say something about what we see happening in the coming months.” She bent over the podium, where a computer was set up for presentations. “Now, if I can just work this thing . . . let me see . . .”

In the darkened room, Don Cherry caught Sanders's eye and shook his head slowly.

“Ali, okay, here we are,” Johnson said, at the podium. The screen behind her came to life. Animated images generated by the computer were projected onto the screen. The first image showed a red heart, which broke into four pieces.

“The heart of DigiCom has always been its Advanced Products Group, which consists of four separate divisions as you see here. But as al information throughout the world becomes digital, these divisions wil inevitably merge.” On the screen, the pieces of the heart slid back together, and the heart transformed itself into a spinning globe. It began to throw off products. “For the customer in the near future, armed with cel ular phone, built-in fax modem, and handheld computer or PDA, it wil be increasingly irrelevant where in the world he or she is and where the information is coming from. We are talking about the true globalization of information, and this implies an array of new products for our major markets in business and education.” The globe expanded and dissolved, became classrooms on al continents, students at desks. “In particular, education wil be a growing focus of this company as technology moves from print to digital displays to virtual environments. Now, let's review exactly what this means, and where I see it taking us.”